RAIN ENHANCEMENT TECHNOLOGIES HOLDCO INC (RAIN)
NASDAQIndustrialsIndustrial - Pollution & Treatment ControlsSnapshot 2026-09-04
$0.85-1.66%
Close 2026-09-04 · 1-day change
NASDAQIndustrialsIndustrial - Pollution & Treatment ControlsSnapshot 2026-09-04
QuarterlyIQ Insights · RAIN
Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on February 18, 2026, Rain Enhancement Technologies Holdco, Inc. (the “Company”) received written notice (the “MVLS Notice”) from the Listing Qualifications Staff (“Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) which notified the Company that, for the 30 consecutive business days ended February 17, 2026, the Company’s market value of listed securities (“MVLS”) clos…
Other Events On July 16, 2026, Rain Enhancement Technologies Holdco, Inc. filed a prospectus supplement to its shelf registration statement on Form S-3 (File No. 333-297172) with the Securities and Exchange Commission. This Current Report on Form 8-K is being filed solely for the purpose of filing the opinion of TCF Law Group, PLLC, relating to the legality of the shares covered by the prospectus supplement, which opinion is filed as Exhibit 5.1 hereto.
Entry into a Material Definitive Agreement. On June 30, 2026, Rain Enhancement Technologies Holdco, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Needham & Company, LLC, as sales agent (the “Sales Agent”), pursuant to which the Company may offer and sell from time to time, at its option through the Sales Agent, shares of the Company’s Class A common stock, $0.0001 par value per share (“common stock”), having an aggregate offering price of up to $3,513,524. T…
The Class A Common Stock was issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act ”), and/or Rule 506 of Regulation D promulgated under the Securities Act, as a transaction by an issuer not involving a public offering. Following the issuance of Class A Common Stock pursuant to the Conversion Agreement and the grants of Class A Common Stock made to officers, directors, advisors, and consultants described in Items 5.02 and 8.01 below, as of June…
Entry into a Material Definitive Agreement On June 5, 2026, Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (the “ Company ”), entered into an Agreement to Convert Debt to Equity (the “ Conversion Agreement ”) with RHY Management LLC (“ RHY ”), a lender to the Company and an affiliate of Harry You, the Company’s Chairman and a greater than 10% shareholder. Pursuant to the Conversion Agreement, on June 5, 2026, RHY exchanged an aggregate of $4,000,000 of indebtedness ow…
The filing pertains to a compensatory arrangement under an equity incentive plan.
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On April 11, 2026, the audit committee (the “Audit Committee”) of the board of directors of Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (the “Company”), in consultation with management, determined that the Company’s previously issued unaudited condensed consolidated financial statements contained in its (i) Quarterly Report on Form 10-Q as of and for the th…
Entry into a Material Definitive Agreement. Effective as of March 31, 2026, Rain Enhancement Technologies Holdco, Inc. (the “Company”) and RHY Management LLC, an affiliate of Harry You, the Company’s chairman and a beneficial owner of more than 10% of the Company’s Class A common stock and Class B common stock, (“RHY”) entered into an amendment (the “Loan Agreement Amendment”) to that certain Loan Agreement between RHY and the Company, dated as of December 30, 2024 (the “Loan Agreement”), inc…
to the extent required herein. As previously disclosed, the LOC bears interest at the greater of 5% per annum or the applicable IRS short-term rate in the month of each drawdown (“Interest Rate”), payable quarterly in arrears. If a quarterly payment is missed, the loan balance increases by an amount equal to the principal multiplied by the Default Rate (as defined below). If an event of default has occurred and is continuing, then upon written notice by RHY to the Company, the outstanding pri…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On February 18, 2026, Rain Enhancement Technologies Holdco, Inc. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) which notified the Company that, for the 30 consecutive business days ended February 17, 2026, the Company’s market value of listed securities (“MVLS”) closed below the $35,000,000 threshold requi…
Director — David C. Sylvester: Mr. David C. Sylvester was appointed as a Class II director to fill the vacancy created by the Board's size increase.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On November 5, 2025, Rain Enhancement Technologies Holdco, Inc. (the “Company”), received a letter from the Staff of The Nasdaq Stock Market LLC (“Nasdaq”) confirming that the Company has demonstrated compliance with the listing rules of the Nasdaq Capital Market. On October 21, 2025, Nasdaq approved the Company’s application to “phase down” the listing of its Class A common stock and warrants…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on February 18, 2025, Rain Enhancement Technologies Holdco, Inc. (the “Company”) received written notice (the “MVLS Notice”) from the Listing Qualifications Staff (“Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) which notified the Company that, for the 30 consecutive business days ended February 14, 2025, the Company’s market value of listed securities (“MVLS”) clos…
Chief Executive Officer — Randall Seidl: The CEO received a retention bonus agreement and an amendment to the employment agreement.
Director — Mr. Marcus Peperzak, Mr. Robert Reardon: The board of directors appointed two new external directors to fill vacancies.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On February 18, 2025, Rain Enhancement Technologies Holdco, Inc. (the “Company”) received written notice (the “MVLS Notice”) from the Listing Qualifications Staff (“Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) which notified the Company that, for the 30 consecutive business days ended February 14, 2025, the Company’s market value of listed securities (“MVLS”) closed below the $50,000,000…
and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. 1 Forward-Looking Statements The disclosure herein includes certain statements that are not historical facts but are forward-looking statements for…
Co-Chief Executive Officer — Christopher Riley: Mr. Riley resigned as Co-Chief Executive Officer and will be paid $124,500 in installments.
Material Modification to Rights of Security Holders. The disclosure set forth under
Co-Chief Executive Officer — Randy Seidl: Randy Seidl was appointed Co-Chief Executive Officer as part of the SPAC Merger.
Completion of Acquisition or Disposition of Assets. As previously reported, on December 23, 2024, Coliseum obtained shareholder approval of the Business Combination at an extraordinary general meeting of shareholders. In connection with such shareholder approval, shareholders holding an aggregate of 207,510 public shares exercised their right to redeem their shares for approximately $11.41 per share of the funds held in Coliseum’s Trust Account, for an aggregate of approximately $2.37 million…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information with respect to the Loan Agreement set forth under
Entry into a Material Definitive Agreement. PIPE Subscription Agreements As previously disclosed, in connection with the Business Combination, on December 20, 2024 and December 23, 2024, Holdco entered into subscription agreements (collectively, the “ PIPE Subscription Agreements ”) with certain investors, including existing shareholders of RET and Coliseum and members of Holdco’s board of directors (the “ Board ”), or their affiliates (the “ PIPE Investors ”) p ursuant to which, among other…
Changes in Control of Registrant. Reference is made to the disclosure in the section titled “ The Business Combination ,” beginning on page 149 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Further reference is made to the information contained in the Introductory Note and
Unregistered Sales of Equity Securities. In connection with the Closing of the Business Combination, on December 31, 2024, Holdco issued 61,474 shares of Holdco Class A Common Stock to the PIPE Investors pursuant to the PIPE Subscription Agreements, for aggregate proceeds of approximately $700,000. Holdco expects to close on the remaining $650,000 of PIPE Investment and to issue an additional 57,082 shares pursuant to the PIPE Subscription Agreements following the Closing. In connection with…
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