Welcome to our dedicated page for Rain Enhancement SEC filings (Ticker: RAIN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Rain Enhancement Technologies Holdco, Inc. filings document a Nasdaq-listed emerging growth company with Class A common stock under RAIN and redeemable warrants under RAINW. The record includes Form 8-K disclosures on material definitive agreements, financial-reporting matters, Nasdaq listing-rule correspondence, amendments or corrections to governing documents, and changes tied to its public-company status.
Its filings also identify the company's Massachusetts corporate registration, capital securities, warrant terms, and governance framework. Annual-report notifications and material-event reports provide formal disclosure around reporting timetables, internal financial-statement determinations, related-party agreements, and compliance matters relevant to its ionization precipitation technology business.
Rain Enhancement Technologies Holdco, Inc. reported a Q1 2026 net loss of $1.86 million, wider than $1.48 million a year earlier, on minimal revenue of $10,500 from a one-time Utah service agreement.
Cash was $580,642 with total assets of $2.63 million against liabilities of $16.97 million, resulting in a stockholders’ deficit of $14.35 million and a working capital deficit of about $14.8 million. The company relies heavily on related-party funding, with $11.79 million outstanding under a loan facility and only $1.3 million of capacity remaining.
Management discloses substantial doubt about the company’s ability to continue as a going concern over the next year and plans to seek additional financing and commercial contracts. Nasdaq has notified the company that its market value of listed securities has been below the $35 million minimum, giving it until August 17, 2026 to regain compliance.
Rain Enhancement Technologies Holdco, Inc. Schedule 13G discloses that Meteora Capital, LLC and Vik Mittal report beneficial ownership of 638,287 shares of Class A Common Stock, representing 7.85% of the class. The filing states Meteora Capital has shared voting and dispositive power over these shares.
Rain Enhancement Technologies Holdco, Inc. registers 5,000,000 shares of Class A Common Stock issuable upon exercise of outstanding Warrants and registers for resale up to 5,672,182 shares held by selling shareholders.
The prospectus states the Company would receive $57.5 million if all Warrants are exercised for cash. The resale block represents approximately 69.8% of the 8,131,081 shares outstanding and approximately 232.4% of the public float as of May 1, 2026. A lock-up restricts 5,548,625 of those resale shares for two years. The prospectus notes the closing price of Class A Common Stock was $2.17 and Warrants were $0.23 on May 1, 2026.
Rain Enhancement Technologies Holdco, Inc. filed a post-effective amendment converting its prior Form S-1 into a Form S-3 shelf and updating selling‑shareholder information. The prospectus registers the issuance of 5,000,000 shares of Class A Common Stock upon exercise of 5,000,000 public Warrants at an $11.50 exercise price and the resale of up to 5,672,182 shares of Class A Common Stock by selling shareholders.
The prospectus states we would receive cash proceeds only if Warrants are exercised for cash (aggregate $57.5 million if all outstanding Warrants are exercised). It also discloses 8,131,081 shares of Class A Common Stock outstanding as of April 15, 2026, and that the registered resale shares represent approximately 69.8% of that outstanding amount. Lock-up restrictions cover most resale shares for two years as described.
Rain Enhancement Technologies Holdco, Inc. files its Form 10-K for the year ended December 31, 2025, combining audited results with a restatement of prior 2025 interim financials. The company corrected an error in accounting for a $640,000 financed D&O insurance premium that had understated both assets and liabilities by $380,800 in the first quarter and $217,600 in the second quarter, and identified a related material weakness in internal control over financial reporting.
The filing raises substantial doubt about the company’s ability to continue as a going concern. As of December 31, 2025, it reports cash of approximately $214,000, a working capital deficit of about $13.0 million, and heavy reliance on a related-party credit line under which roughly $9.1 million was outstanding. Management indicates it will need additional capital and has already adjusted operations and production to align with available funding.
Operationally, the company is an early-stage water-technology business developing atmospheric enhancement by ionization (AEI) via its Weather Enhancement Technology Array (WETA) platform. By year-end 2025, it had two systems placed into service in the United States, seven completed systems in storage, and additional units delivered or under construction, while continuing pilot programs in rain, snow and fog applications that are still in research and development and not yet producing material revenue.
Rain Enhancement Technologies Holdco, Inc. filed a Prospectus Supplement No. 9 updating its registration to include 5,000,000 shares of Class A Common Stock underlying Warrants (for issuance) and 5,914,057 shares of Class A Common Stock (for resale). The Supplement attaches the Company’s Form 8-Ks filed April 6 and April 14, 2026 and references market quotes: Class A closing price $2.22 and Warrants $0.22 as of April 13, 2026.
The April 6, 2026 Form 8-K discloses an amendment to the Loan Agreement with RHY Management LLC increasing the line of credit capacity from $7,000,000 to $10,000,000. The April 14, 2026 Form 8-K reports that the Audit Committee concluded prior unaudited quarterly balance sheets for March 31, 2025 and June 30, 2025 should be restated due to misaccounted financed D&O insurance premiums; assets and liabilities were understated by $380,800 (Q1) and $217,600 (Q2). The Company will recast historical amounts in its 2025 Form 10-K and report material weaknesses in internal control over financial reporting.
Rain Enhancement Technologies Holdco, Inc. announced that investors should no longer rely on its previously issued unaudited financial statements for the quarters ended March 31, 2025 and June 30, 2025 because of an error in accounting for financed D&O insurance premiums.
The company financed $640,000 of directors and officers insurance on January 2, 2025 but failed to record a related liability and prepaid expense at that time. It believes the error understated both assets and liabilities by $380,800 in the first quarter Form 10‑Q and $217,600 in the second quarter Form 10‑Q, affecting only the balance sheets.
The company plans to present restated balance sheet line items for March 31, 2025 and June 30, 2025 in its upcoming Form 10‑K for the year ended December 31, 2025 instead of amending the prior 10‑Qs. It will also disclose material weaknesses in internal control over financial reporting and report that its disclosure controls and procedures were ineffective as of December 31, 2025, while describing ongoing remediation efforts.
Rain Enhancement Technologies Holdco, Inc. entered into an amended loan agreement with RHY Management LLC, an affiliate of its chairman and >10% shareholder, effective March 31, 2026. The amendment increases the Company’s related-party line of credit from $7,000,000 to $10,000,000.
The line of credit bears interest at the greater of 5% per annum or the applicable IRS short‑term rate for the month of each drawdown, payable quarterly in arrears. If a quarterly payment is missed, the loan balance increases by the principal multiplied by the defined Default Rate, and during an event of default the balance accrues interest at 2% above the regular interest rate.
Rain Enhancement Technologies Holdco, Inc. notified the SEC on Form 12b-25 that it cannot file its Annual Report on Form 10-K for the period ended December 31, 2025 within the prescribed time because it needs additional time to finalize financial statements. The company expects to file the Form 10-K within fifteen calendar days of the due date. The notification is signed by Oanh Truong, Interim Chief Financial Officer, dated April 1, 2026.