Coliseum Acquisition Corp. appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


As previously disclosed, pursuant to the Purchase Agreement, dated June 15, 2023 ("Purchase Agreement") between the Company, Coliseum Acquisition Sponsor LLC ("Initial Sponsor") and Berto, on June 26, 2023, the closing date of the transactions contemplated by the Purchase Agreement ("Closing Date"), the Company's independent directors, Andrew Heyer, Ezra Kucharz, Jim Lanzone, Rich Paul, and Romita Mally (the "Outgoing Directors"), tendered their resignations from the Company's board of directors ("Board") as well as from each committee of the Board on which he or she served, to be effective as of the later of (i) ten days after the Closing Date, or (ii) the Company's acceptance of such resignation.


On July 25, 2023, the Company accepted the resignations of the Outgoing Directors. As disclosed in more detail in Item 5.07 below, on July 25, 2023, each of Roland Rapp, Kenneth Rivers and Walter Skowronski (the "New Directors") were elected by the holder of Class B ordinary shares of the Company (the "Class B Share") to fill the vacancies left by the resignations of the Outgoing Directors. Thereafter, the size of the Board was reduced from seven members to four members.


Additionally, effective July 25, 2023, Harry L. You resigned as the Chief Executive Officer and Chief Financial Officer of the Company in order to reduce his time commitment and avoid overboarding concerns under proxy advisor and other institutional investor policies. Mr. You will continue to serve as a member of the Board and, effective July 25, 2023, he was appointed Chairman of the Board. Effective July 25, 2023, Charles Wert was appointed the Company's Chief Executive Officer and Oanh Truong was appointed the Company's Chief Financial Officer.


In connection with their appointments, Mr. Wert and Ms. Truong each entered into indemnification agreements with the Company on substantially the same terms as the forms of indemnification agreement previously entered into by and between the Company and each of its other officers and directors in connection with the Company's initial public offering (each, an "Indemnification Agreement"). The form of the Company's standard Indemnification Agreement is included as Exhibit 10.7 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on June 28, 2021.


Charles E. Wert, 79, has served as the Chief Executive Officer of Coliseum Acquisition Corp. since July 25, 2023. Mr. Wert has served on the board of directors of dMY Squared Technology Group, Inc. since the completion of its initial public offering in October 2022. Mr. Wert served as a director and chairman of the audit committee of GTY Technology Holdings, Inc. from completion of its initial public offering in 2016 until the completion of its merger with GI Georgia Midco, Inc. in 2022. From 2014 to 2016, Mr. Wert served as the vice chairman and as a director at Evercore Trust Company, N.A., or Evercore, which he formed and organized and was previously the president and chief executive officer from 2009 to 2014. Prior to joining Evercore, Mr. Wert served as an executive vice president and senior trust officer of U.S. Trust Company N.A. for over 20 years. Mr. Wert also founded United Mercantile Bank and Trust Company and served as its president and senior trust officer from 1982 until 1987. Mr. Wert is the principal of Fiduciary Resolutions, where he has been a fiduciary expert since June 2016, providing expert witness services and analysis as well as reviewing corporate governance and other processes use by fiduciaries. Mr. Wert holds a bachelor's degree in Business Administration and Finance from California State University at Los Angeles. 


Oanh Do Ngoc Truong, 34, has been the Chief Financial Officer of Coliseum Acquisition Corp. since July 25, 2023. Ms. Truong is also the controller at Berto LLC. Ms. Truong brings eight years of financial consulting and management experience to Coliseum Acquisition Corp. Prior to joining the company, Ms. Truong was a Director at WilliamsMarston, a boutique accounting advisory firm serving pre-IPO, public and private equity-backed growth companies on a variety of technical accounting, SEC reporting and capital markets transactions. Ms. Truong holds an M.A. in Professional Accounting from University of Texas at Arlington and a B.A. in Finance from California State University at Fullerton, where she graduated cum laude at both.