Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
(Amendment No. 2)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
| Coliseum Acquisition Corp. |
| (Name of Issuer) |
| Class A ordinary shares, par value $0.001 per share |
| (Title of Class of Securities) |
| G2263T123 |
| (CUSIP Number) |
| December 31, 2022 |
| (Date of Event Which Requires Filing of the Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| Cusip No. G2263T123 | 13G | Page 2 of 5 Pages |
| 1. |
NAME OF REPORTING PERSONS
Knott Partners, L.P. |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ |
| 3. |
SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 |
| 6. |
SHARED VOTING POWER
0 | |
| 7. |
SOLE DISPOSITIVE POWER
0 | |
| 8. |
SHARED DISPOSITIVE POWER
0 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
| Cusip No. G2263T123 | 13G | Page 3 of 5 Pages |
| Item 1(a). | Name of Issuer: |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
| Item 2(a). | Name of Person Filing: |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
| Item 2(c). | Citizenship: |
| Item 2(d). | Title of Class of Securities: |
| Item 2(e). | CUSIP Number: |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act ( 15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act ( 15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act ( 15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 ( 15 U.S.C 80a-8); | |
| (e) | ¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act ( 12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 ( 15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
| Cusip No. G2263T123 | 13G | Page 4 of 5 Pages |
| Item 4. | Ownership: |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
| (a) | Amount beneficially owned: As of the date of this filing, the Reporting Person no longer holds any interest in Class A Ordinary Shares (“Ordinary Shares”) of Coliseum Acquisition Corp., (the “Company”) which shares are a constituent part of the Company’s Units. The other constituent part of the Units represents one-third of one warrant (“Warrant”), which Warrants became exercisable 23 June 2022, one year after the closing of the initial offering of Units. A whole Warrant entitles the holder to purchase one share of the Company’s Class A Ordinary Shares at a price of $11.50 per share, and only whole Warrants are exercisable. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Warrants will expire five years after the completion of the Company’s initial business combination or earlier upon redemption or liquidation. As of the date of this filing, the Company has not announced the completion of a business combination. | |
| Despite the Reporting Person’s beneficial ownership of 495,000 Warrants, they do not represent any current interest, or an interest effective within 60 days from the date hereof, in the Ordinary Shares. The Company is not obligated to deliver any Ordinary Shares pursuant to, and has no obligation to settle, any exercise in the absence of multiple preconditions, including (among other things) that Ordinary Shares redeemable upon such exercise have been duly registered or validly exempt from registration under the Securities Act. The Company has taken no such action with respect to issuance of Ordinary Shares redeemable upon such exercise. | ||
| (b) | The Reporting Person currently holds 0% of the Ordinary Shares. | |
| (c) | The Reporting Person has no sole or shared power to itself, or through direction, vote or dispose of any Ordinary Shares. |
| Item 5. | Ownership of Five Percent or Less of a Class: |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x. | |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person: |
| N/A | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
| N/A | |
| Item 8. | Identification and Classification of Members of the Group: |
| N/A | |
| Item 9. | Notice of Dissolution of Group: |
| N/A | |
| Item 10. | Certifications: |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| Cusip No. G2263T123 | 13G | Page 5 of 5 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: | February 13, 2023 |
| Knott Partners, L.P., | ||
| by: Knott Partners Management, LLC, as general partner | ||
| By: | /s/ David M. Knott, Jr. | |
| Executive Managing Member | ||
| Name: | David M. Knott, Jr. | |