Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________to ______________ Commission File Number 001-40514 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________to ______________ Commission File Number 001-40514 Coliseum Acquisition Corp. (Exact name of registrant as specified in its charter) Cay ...

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%201%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20FINANCIAL%20STATEMENTS%20(UNAUDITED)) The unaudited financial statements for the period ending March 31, 2021, detail the company's pre-IPO formation stage, reporting a **$22,978** net loss and no operations [Condensed Balance Sheet](index=3&type=section&id=Condensed%20Balance%20Sheet) As of March 31, 2021, the company reported total assets of **$401,763** (deferred offering costs), total liabilities of **$399,741**, and shareholder's equity of **$2,022** Condensed Balance Sheet as of March 31, 2021 | Category | Amount ($) | | :--- | :--- | | **Assets** | | | Deferred offering costs | 401,763 | | **Total Assets** | **401,763** | | **Liabilities** | | | Accrued expenses | 7,978 | | Accrued offering costs | 296,718 | | Promissory note - related party | 95,045 | | **Total Liabilities** | **399,741** | | **Shareholder's Equity** | | | Class B ordinary shares | 4,313 | | Additional paid-in capital | 20,687 | | Accumulated deficit | (22,978) | | **Total Shareholder's Equity** | **2,022** | | **Total Liabilities and Shareholder's Equity** | **401,763** | [Condensed Statement of Operations](index=4&type=section&id=Condensed%20Statement%20of%20Operations) For the period from inception to March 31, 2021, the company incurred a net loss of **$22,978** from formation and operating costs, resulting in a basic and diluted net loss per share of **$0.01** Statement of Operations Highlights (Inception to March 31, 2021) | Metric | Value ($) | | :--- | :--- | | Formation and operating costs | 22,978 | | **Net Loss** | **(22,978)** | | Weighted average shares outstanding | 3,750,000 | | **Basic and diluted net loss per share** | **(0.01)** | [Condensed Statement of Changes in Shareholder's Equity](index=5&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Shareholder's%20Equity) From inception to March 31, 2021, shareholder's equity increased by **$25,000** from Class B share issuance and decreased by a **$22,978** net loss, closing at **$2,022** - The Sponsor was issued **4,312,500** Class B ordinary shares for an aggregate of **$25,000**[12](index=12&type=chunk) - The ending balance of shareholder's equity as of March 31, 2021 was **$2,022**, reflecting the initial capital contribution offset by the net loss[12](index=12&type=chunk) [Condensed Statement of Cash Flows](index=6&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) From inception to March 31, 2021, the company reported zero net cash flow, with initial expenses covered by non-cash transactions like a related-party promissory note and accrued costs - Net cash provided by (used in) operating activities was zero, as the net loss of **$22,978** was offset by non-cash changes like accrued expenses and payments made via a promissory note[15](index=15&type=chunk) - The company reported significant non-cash activities, including **$25,000** in deferred offering costs paid by the Sponsor for Class B shares and **$376,763** in deferred offering costs covered by accrued costs and a promissory note[15](index=15&type=chunk) [Notes to Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes detail the company's blank check status, significant post-period **$150 million** IPO and **$4.8 million** private warrant placement, related-party transactions, and warrant accounting - The company is a blank check company incorporated on February 5, 2021, to effect a business combination and is considered an emerging growth company[18](index=18&type=chunk)[37](index=37&type=chunk) - The Initial Public Offering (IPO) of **15,000,000** units at **$10.00** per unit, generating **$150,000,000**, was consummated on June 25, 2021, after the reporting period[20](index=20&type=chunk)[59](index=59&type=chunk) - Simultaneously with the IPO, the Sponsor purchased **3,225,000** private placement warrants at **$1.50** each, generating gross proceeds of **$4,837,500**[21](index=21&type=chunk)[60](index=60&type=chunk) - The company accounts for its public and private warrants as derivative liabilities at fair value, in accordance with ASC 815-40, with changes in fair value recognized in the statement of operations[84](index=84&type=chunk)[85](index=85&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) The company, a blank check entity with no operations, incurred a **$22,978** net loss through March 31, 2021, and post-IPO, holds approximately **$2 million** in working capital for operations - The company is a blank check company formed on February 5, 2021, to effect an initial business combination[98](index=98&type=chunk) - For the period from inception through March 31, 2021, the company had a net loss of **$22,978** from organizational and formation costs[100](index=100&type=chunk) - Post-IPO, the company has approximately **$2 million** of proceeds held outside the trust account for working capital purposes[105](index=105&type=chunk) - The Sponsor may provide Working Capital Loans up to **$1,500,000**, which may be convertible into warrants at **$1.50** per warrant[107](index=107&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As of March 31, 2021, the company was not subject to market or interest rate risk, having not commenced operations or held cash or investments - As of March 31, 2021, the company was not subject to any market or interest rate risk[121](index=121&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded the company's disclosure controls and procedures were effective as of March 31, 2021, with no material changes to internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of March 31, 2021[123](index=123&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[124](index=124&type=chunk) [PART II – OTHER INFORMATION](index=34&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20LEGAL%20PROCEEDINGS) The company reported no legal proceedings - None[125](index=125&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20RISK%20FACTORS) No material changes occurred to the risk factors previously disclosed in the company's final IPO prospectus filed on June 24, 2021 - As of the date of this report, there have been no material changes to the risk factors disclosed in the company's final IPO prospectus filed on June 24, 2021[126](index=126&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECUIRITIES%20AND%20USE%20OF%20PROCEEDS) The company reported no unregistered sales of equity securities or use of proceeds for the period - None[127](index=127&type=chunk) [Item 5. Other Information](index=34&type=section&id=Item%205.%20OTHER%20INFORMATION) The company reported no other information - None[130](index=130&type=chunk) [Item 6. Exhibits](index=35&type=section&id=Item%206.%20EXHIBITS) The report includes filed exhibits such as officer certifications (31.1, 31.2) and XBRL data files, along with Sarbanes-Oxley Act Section 906 certifications - Exhibits filed with the report include CEO and CFO certifications pursuant to Sarbanes-Oxley Act Sections 302 and 906, and XBRL Instance Documents[133](index=133&type=chunk)