Filed Pursuant to Rule 424(b)(3)
Registration No. 333-284614
PROSPECTUS SUPPLEMENT No. 8
(to the prospectus dated April 25, 2025)
Rain Enhancement Technologies Holdco, Inc.
5,000,000 Shares of Class A Common Stock Underlying
Warrants (For Issuance)
5,914,057 Shares of Class A Common Stock (For
Resale)
This prospectus supplement No. 8 (this “Supplement”)
supplements, updates and amends the information contained in the prospectus dated April 25, 2025 (the “Prospectus”) relating
to the issuance of shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Rain Enhancement
Technologies Holdco, Inc. (the “Company”) upon the exercise of warrants of the Company (“Warrants”) and the resale
from time to time of shares of Class A Common Stock by the selling shareholders (including their transferees, donees, pledgees and other
successors-in-interest) named in the Prospectus. This Supplement updates and supplements the Prospectus.
This Supplement is being filed to update and supplement
the information previously included in the Prospectus with the information contained in the Company’s Current Report on Form 8-K
filed with the SEC on February 20, 2026 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this Supplement. You
should read this Supplement in conjunction with the Prospectus. This Supplement is not complete without, and may not be delivered or used
except in conjunction with, the Prospectus, including any amendments or supplements thereto. This Supplement is qualified by reference
to the Prospectus, except to the extent that the information provided by this Supplement supersedes information contained in the Prospectus.
Capitalized terms used in this Supplement have the meanings given to them in the Prospectus.
Our shares of Class A Common Stock and Warrants
are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “RAIN” and “RAINW,” respectively.
On February 19, 2026, the closing price of our Class A Common Stock was $2.63 per share and the closing price for our Warrants was $0.21
per Warrant.
We are an “emerging growth company”
as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements
for this and future filings.
INVESTING IN OUR SECURITIES INVOLVES RISKS.
YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS SET FORTH UNDER THE SECTION ENTITLED “RISK FACTORS” ON PAGE 12 OF THE PROSPECTUS,
BEFORE MAKING ANY DECISION WHETHER TO INVEST IN OUR SECURITIES.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Supplement
or the accompanying Prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is February
20, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 18, 2026
RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.
(Exact name of registrant as specified in its charter)
| Massachusetts |
|
001-42460 |
|
99-3527155 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
4851 Tamiami Trail N, Suite 200
Naples, FL 34103
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: 339-222-6714
1659 Chinaberry Ct.
Naples, FL 34105
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A common stock, par value $0.0001 per share |
|
RAIN |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
|
RAINW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 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 required for continued
listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”).
In accordance
with Nasdaq listing rule 5810(c)(3)(C), the Company has 180 calendar days, or until August 17, 2026 (the “MVLS Compliance Period”),
to regain compliance with the MVLS Rule. The Notice notes that to regain compliance, the Company’s MVLS must close at or above $35 million
for a minimum of ten consecutive business days during the MVLS Compliance Period, upon which Nasdaq will provide written confirmation of compliance and the matter will be closed. If the Company does not regain compliance by the end
of the MVLS Compliance Period, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting. At
that time, the Company may appeal any such delisting determination to a hearings panel.
The Notice is a notification of deficiency, not
of imminent delisting, and has no immediate effect on the listing of the Company’s securities. The Company’s common stock
and warrants continue to trade on Nasdaq under the symbols “RAIN” and “RAINW”, respectively.
The Company
intends to actively monitor the Company’s MVLS between now and August 17, 2026, and may, if appropriate, evaluate available options
to resolve the deficiency and regain compliance with the MVLS Rule. While the Company is exercising diligent efforts to maintain the listing
of its securities on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing
standards.
Forward Looking Statements
Certain information contained in this Current
Report on Form 8-K consists of forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict.
Words such as “must,” “will,” “may,” “intends,” and similar expressions, or the use of
future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking
statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements.
For example, there can be no assurance that the Company will regain compliance with the MVLS Rule during the MVLS Compliance Period. Additional
factors that could cause actual results to differ from the forward-looking statements herein include potential adverse effects on the
Company’s business related to the disclosures made in this Current Report on Form 8-K, or the initiation of new legal proceedings,
volatility of the Company’s stock price, and the other risk factors discussed under the caption “Risk Factors” in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the Company’s other filings with the Securities
and Exchange Commission. The forward-looking statements contained in this Current Report on Form 8-K speak only as of the date of this
report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events
or circumstances after the date of this report, unless required by law.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: February 20, 2026 |
RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. |
| |
|
| |
By: |
/s/ Oanh Truong |
| |
Name: |
Oanh Truong |
| |
Title: |
Interim Chief Financial Officer |
