Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
In light of recent guidance provided by the U.S. Securities and Exchange
Commission (the "SEC"), the management of Coliseum Acquisition Corp. (the
"Company") has re-evaluated the Company's application of ASC 480-10-S99-3A to
its accounting classification of the redeemable shares of Class A ordinary
shares, par value $0.001 per share (the "Public Shares"), issued as part of the
units sold in the Company's initial public offering (the "IPO") on June 25,
2021. Historically, a portion of the Public Shares was classified as permanent
equity to maintain net tangible assets greater than $5,000,000 on the basis that
the Company will consummate its initial business combination only if the Company
has net tangible assets of at least $5,000,001. Pursuant to such re-evaluation,
the Company's management has determined that the Public Shares include certain
provisions that require classification of the Public Shares as temporary equity
regardless of the minimum net tangible assets required to complete the Company's
initial business combination.
Therefore, on November 15, 2021, the Company's management and the audit
committee of the Company's board of directors (the "Audit Committee") concluded
that the Company's previously issued (i) audited balance sheet included in the
Company's Current Report on Form 8-K, filed with the SEC on July 1, 2021 and
(ii) unaudited interim financial statements included in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the
SEC on August 20, 2021 (collectively, the "Affected Periods"), should be
restated to report all Public Shares as temporary equity and should no longer be
relied upon. As such, the Company will restate its financial statements for the
Affected Periods in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2021, to be filed with the SEC (the "Q3
Form 10-Q"), as described therein.
The Company does not expect any of the above changes will have any impact on its
cash position and cash held in the trust account established in connection with
the IPO (the "Trust Account").
The Company's management has concluded that in light of the classification error
described above, a material weakness exists in the Company's internal control
over financial reporting and that the Company's disclosure controls and
procedures were not effective. The Company's remediation plan with respect to
such material weakness will be described in more detail in the Q3 Form 10-Q.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with
Marcum LLP, the Company's independent registered public accounting firm.
This Current Report on Form 8-K may include, and oral statements made from time
to time by representatives of the Company may include,
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. All statements other than statements of historical fact included in
this Current Report on Form 8-K are forward-looking statements. When used in
this Current Report on Form 8-K, words such as "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intend," "may," "might," "plan,"
"possible," "potential," "predict," "project," "should," "will", "would" and
similar expressions, as they relate to the Company or its management team,
identify forward-looking statements. Such forward-looking statements may
include, but are not limited to, statements regarding the impact of the
Company's restatement of certain historical financial statements, the Company's
cash position, and cash held in the Trust Account and any proposed remediation
measures with respect to identified material weaknesses. Such
forward-looking statements are based on the beliefs of management, as well as
assumptions made by, and information currently available to, the Company's
management on the date of this Current Report on Form 8-K. Actual results could
differ materially from those contemplated by the forward-looking statements as a
result of certain factors detailed in the Company's filings with the SEC. All
subsequent written or oral forward-looking statements attributable to the
Company or persons acting on its behalf are qualified in their entirety by this
paragraph. Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of the Company, including those set forth in the
Risk Factors section of the Company's registration statement for the Company's
initial public offering filed with the SEC. The Company undertakes no obligation
to update these statements for revisions or changes after the date of this
release, except as required by law.
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