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):
November 12, 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
(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 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On November 12, 2026, Rain Enhancement Technologies
Holdco, Inc., a Massachusetts corporation (“RAIN”), Rain Merger Sub, Inc., a Wyoming corporation and wholly owned subsidiary
of RAIN (“Merger Sub”), and Tensor Networks, Inc., a Wyoming corporation (“Tensor Networks”), entered into an
Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions set
forth in the Merger Agreement, Merger Sub will merge with and into Tensor Networks (the “Merger”). The Merger and related
transactions, including the contemplated Reverse Stock Split, RAIN Debt Restructuring, Class B Conversion, Articles Amendment, and Financing
(each as defined below) are referred to collectively as the “Transactions”.
Tensor Networks is a privately held
developer of predictive AI technology built around the company’s “Safe AI” approach to infrastructure security.
Upon the closing of the Transactions (the “Closing”), Tensor Networks would become a wholly owned subsidiary of RAIN.
Following the Closing, Rain Enhancement Technologies, Inc. (“RET”), an existing wholly owned subsidiary of RAIN and the
current operating business of RAIN, and Tensor Networks would each operate as a wholly owned operating subsidiary of RAIN, each
pursuing its own commercial strategy under its own management team. The Merger Agreement and the Merger were unanimously approved by
the boards of directors of each of RAIN and Tensor Networks. The Closing is expected to occur in February 2027, subject to the
satisfaction or waiver of the conditions described below. There can be no assurance that the Transactions will be consummated on the
terms or timeframe currently contemplated, or at all.
Transaction Consideration
At the effective time of the Merger (the “Effective
Time”), each share of common stock, par value $0.0001 per share, of Tensor Networks issued and outstanding immediately prior to
the Effective Time (other than specified excluded shares and dissenting shares) will be converted into and become exchangeable for the
right to receive a number of shares of RAIN’s Class A common stock, par value $0.0001 per share (“RAIN Class A Common Stock”),
based on a ratio calculated in accordance with the Merger Agreement (the “Exchange Ratio”). Prior to the Effective Time, the
holders of RAIN’s Class B common stock, par value $0.0001 per share (“RAIN Class B Common Stock”, and together with
RAIN Class A Common Stock, the “RAIN Common Stock”) will voluntarily convert 100% of the outstanding shares of their RAIN
Class B Common Stock, on a one-for-one basis, into an equal number of shares of RAIN Class A Common Stock (the “Class B Conversion”).
Additionally, prior to the Effective Time, certain of RAIN’s outstanding indebtedness will be either converted, restructured or
forgiven on terms mutually agreeable to the parties (the “RAIN Debt Restructuring”).
The Exchange Ratio is expected to result in
Tensor Networks’ pre-Merger equity holders owning approximately 90% of the combined company and pre-Merger RAIN shareholders
owning approximately 10% of the combined company, in each case on a fully diluted basis (immediately before the consummation of the
Financing and the incremental incentive plan reserve described below). The Merger Agreement also contemplates that Tensor
Networks’ stockholders will enter into a registration rights agreement (the “Registration Rights Agreement”) which
will require RAIN to file a registration statement to register the resale of the RAIN Class A Common Stock issued to Tensor
Networks’ stockholders in the Merger, and provide customary maintenance, cooperation, and piggyback rights.
The Exchange Ratio assumes (i) a valuation of
RAIN at $20 million and (ii) a valuation of Tensor Networks at $180 million. The Exchange Ratio is also based on the relative capitalization
of each of RAIN and Tensor Networks, for which, for the purposes of calculating the Exchange Ratio, the shares of RAIN Class A Common
Stock underlying RAIN’s stock options, warrants, and other equity securities outstanding immediately prior to the Effective Time
will be deemed outstanding, and all shares of Tensor Networks underlying outstanding stock options, warrants, and other derivative securities,
including any conversion of outstanding simple agreements for future equity (“Tensor SAFEs”) outstanding immediately prior
to the Effective Time will be deemed outstanding, subject to certain exceptions set forth in the Merger Agreement.
Articles Amendments
At or immediately prior to the Effective Time, RAIN will file an amendment
to its articles of organization (the “Articles Amendment”) to (i) effect a reverse stock split of RAIN Class A Common Stock
(to the extent applicable and necessary) (the “Reverse Stock Split”), (ii) change the name of RAIN to a name agreed to by
RAIN and Tensor Networks, (iii) increase the number of shares of RAIN capital stock that RAIN is authorized to issue, (iv) eliminate the
RAIN Class B Common Stock, and (v) make such other changes as are mutually agreeable to RAIN and Tensor Networks.
Financing Cooperation
Pursuant to the Merger Agreement, RAIN and Tensor
Networks agreed to use commercially reasonable efforts to secure at the Closing one or more financing commitments in the form of equity
or equity-related financing of RAIN, in each case on commercially reasonable and market-based terms reasonably acceptable to RAIN and
Tensor Networks, acting together in good faith (the “Financing”). The Financing will close concurrently with or immediately
prior to the Closing. The proceeds of the Financing will be used solely for (i) the payment of transaction expenses of the parties incurred
in connection with the Transactions and (ii) funding Tensor Networks’ growth and working capital, and the net proceeds of the Financing,
less transaction expenses, will be contributed by RAIN to Tensor Networks immediately after receipt. The subscription or other definitive
agreements relating to the Financing will be in a form mutually acceptable to RAIN and Tensor Networks and will include Tensor Networks
as a third-party beneficiary thereto. As of the date of this Current Report on Form 8-K, no definitive agreements for a Financing have
been entered into.
Post-Closing Governance
Upon the Closing, the board of directors of RAIN will consist of seven
directors, of which (i) four directors will be designated by Tensor Networks (the “Tensor Designees”), (ii) two directors
will be designated by RAIN, including Harry You, who is the chairman of the board of RAIN and who will be the non-executive chairman of
RAIN following the Closing (the “RAIN Designees”), and (iii) one director will be mutually agreed by Tensor Networks and RAIN
(the “Mutual Designee”). Each director other than Eric Frazier will have experience as an officer or director of a public
company or otherwise be mutually agreed by RAIN and the Tensor Voting Shareholders (as defined below). At least four directors will qualify
as independent directors under Nasdaq listing rules, consisting of one RAIN Designee, the Mutual Designee and two Tensor Designees.
Upon the Closing, Eric Frazier, the founder and
Chief Executive Officer of Tensor Networks, will become Chief Executive Officer of RAIN and Randy Seidl, current Chief Executive Officer
of RAIN, will become President of RAIN, with both reporting to the combined company’s board of directors.
Incentive Plan
Prior to the Effective Time, RAIN’s board of directors will adopt
a new equity incentive plan (the “2026 Equity Incentive Plan”), subject to approval by the shareholders of RAIN, which will
be effective as of the Effective Time. The 2026 Equity Incentive Plan will provide for an initial share reserve equal to 5% of the total
number of shares of RAIN that will be issued and outstanding following the Closing on a fully diluted basis, with an annual “evergreen”
equal to the lesser of 5% of the total number of shares of RAIN outstanding on a fully diluted basis as of the day prior to the increase,
or such lesser number of shares as approved by RAIN’s board.
Representations, Warranties and Covenants
The Merger Agreement contains customary representations and warranties
by the parties thereto. None of the representations, warranties, covenants or agreements in the Merger Agreement or in any instrument
delivered pursuant to the Merger Agreement will survive the Effective Time, other than Article X of the Merger Agreement, which addresses
general contractual matters, including amendments and waivers, fees and expenses, notices, third party beneficiaries, governing law, jurisdiction,
assignment and successors, specific performance, severability, and waiver of jury trial, and those covenants or agreements of the parties
which by their terms apply, or are to be performed in whole or in part, after the Effective Time.
The Merger Agreement contains customary pre-closing covenants of the
parties, including the obligation of RAIN and Tensor Networks (together with their respective subsidiaries) to use commercially reasonable
efforts to conduct their respective businesses in the ordinary course and in material compliance with applicable law and material contracts,
and to refrain from taking certain specified actions, subject to certain exceptions. To finance the parties’ respective businesses
during the interim period, Tensor Networks is permitted to enter into up to $5.0 million of Tensor SAFEs, and RAIN is permitted to incur
indebtedness through draws for working capital under contracts existing on the date of the Merger Agreement or entered into on substantially
the same terms. The parties have also agreed to engage in good faith discussions to determine RAIN’s state of incorporation following
the Closing, which are expected to be Massachusetts, Nevada or Wyoming.
Tensor Networks agreed to deliver to RAIN its annual financial statements,
audited by a PCAOB-qualified auditor, accompanied by an unqualified opinion of the auditor thereon, and its unaudited interim financial
statements, in each case for each period required to be included in the information statement to be filed by RAIN with the SEC in connection
with the Transactions (the “Information Statement”) as soon as practicable after the date of the Merger Agreement.
Conditions to the Parties’ Obligations
to Consummate the Merger
The consummation of the Merger is subject to certain
closing conditions, including, among other things: (i) the definitive Information Statement having been mailed to RAIN’s shareholders
at least 20 calendar days prior to the Closing; (ii) no order preventing consummation of the Transactions remaining in effect and no law
making their consummation illegal; (iii) RAIN and Tensor Networks each having obtained their respective shareholder approvals; (iv) the
Lock-Up Agreements and Voting Agreement (each as defined below) having been executed and delivered by the parties thereto and each being
in full force and effect immediately following the Effective Time; (v) the Articles Amendment having been duly filed; (vi) the shares
of RAIN Class A Common Stock required to be issued pursuant to the Merger Agreement having been approved for listing on Nasdaq, subject
only to official notice of issuance; and (vii) receipt of all required regulatory approvals.
Tensor Networks’ obligation to effect the Merger is also subject
to conditions including the accuracy of RAIN’s and Merger Sub’s representations and warranties under the standards specified
in the Merger Agreement; RAIN having performed or complied with in all material respects all agreements and covenants required to be performed
or complied with by it at or prior to the Effective Time; no continuing RAIN material adverse effect; consummation of the transactions
contemplated by the RAIN Support Agreements (as defined below), including the Class B Conversion; amendment or termination of specified
contracts; RAIN having an amount equal to at least (x) $25,000,000 of gross cash received from the Financing, prior to the payment of
transaction expenses, less (y) any amounts raised by Tensor Networks in the form of Tensor SAFEs (the “Minimum Financing Amount”);
completion of the RAIN Debt Restructuring; and delivery of specified documents, including the Registration Rights Agreement executed by
RAIN.
RAIN’s and Merger Sub’s obligations
to effect the Merger are also subject to conditions including the accuracy of Tensor Networks’ representations and warranties under
the standards specified in the Merger Agreement; Tensor Networks having performed or complied with in all material respects all agreements
and covenants required to be performed or complied with by it at or prior to the Effective Time; no continuing Tensor Networks material
adverse effect; Tensor Networks having no outstanding indebtedness for borrowed money; receipt of a certificate regarding satisfaction
of specified conditions and the accuracy of capitalization information delivered under the Merger Agreement; and RAIN and Tensor
Networks having entered into an agreement, on terms and conditions mutually acceptable to RAIN and Tensor Networks, each acting
in its sole discretion, providing for the potential separation and transfer of RAIN's business to the current RAIN shareholders, such
separation and transfer to occur following the election of a representative of the current RAIN shareholders made within the two-year
period following the Closing.
Termination Rights
The Merger Agreement may be terminated before the Effective Time in
specified circumstances, including: (i) by mutual consent of RAIN and Tensor Networks; (ii) by either party if the Merger has not been
consummated by May 31, 2027, subject to limitations if the terminating party’s breach was a principal cause of the failure to close;
(iii) by either party following a final, nonappealable order permanently prohibiting the transactions, subject to limitations if the terminating
party’s breach was a principal cause of such order; (iv) by the non-breaching party for specified breaches or inaccuracies that
would cause the applicable closing conditions not to be satisfied, subject to cure rights; (v) by Tensor Networks or RAIN if the RAIN
Class A Common Stock is delisted from Nasdaq before the Closing; (vi) by Tensor Networks if RAIN’s board approves, endorses or recommends
an acquisition proposal, makes a specified adverse recommendation change, or RAIN enters into an alternative acquisition-proposal letter
of intent or contract other than a permitted confidentiality agreement and by RAIN upon corresponding conduct by Tensor Networks or its
board; (vii) by RAIN if Tensor Networks’ shareholder approval is not received by the Company Consent Deadline (as defined below);
(viii) by Tensor Networks if RAIN’s written consent is not received within one business day after the date of the Merger Agreement;
and (ix) by RAIN or Tensor Networks at any time after January 15, 2027, if and so long as the parties have not received firm commitments
in connection with the Financing in the aggregate of an amount equal to the Minimum Financing Amount.
Expenses
Except as otherwise set forth in the Merger Agreement, all fees and
expenses incurred in connection with the Merger Agreement, the Merger and the other contemplated transactions will be paid by the party
incurring such fees or expenses; provided, however, that RAIN and Tensor Networks will share equally all fees and expenses incurred in
relation to the printing and filing with the SEC of the Information Statement (including any financial statements and exhibits) and any
amendments or supplements thereto and paid to a financial printer or the SEC.
Further, as previously disclosed, pursuant to the binding letter of
intent entered into by RAIN, Tensor Networks and Harry You on September 18, 2026, if the Merger does not close, Harry You agreed to pay
Tensor Networks’ outside accounting and outside counsel expenses and 50% of Tensor Networks’ audit expenses on behalf of Tensor
Networks.
Shareholder Approvals; Information Statement
In connection with the Transactions, RAIN is required to obtain shareholder
approval by written consent immediately after execution of the Merger Agreement and in any event no later than one business day thereafter.
RAIN is also required to file with the SEC an Information Statement and other documents regarding the proposed transaction or, subject
to agreement of the parties, a registration statement on Form S-4 that includes RAIN’s Information Statement. The proposals to be
approved include the issuance of RAIN Class A Common Stock under applicable Nasdaq rules, the Reverse Stock Split, the 2026 Equity Incentive
Plan, the Articles Amendment, and any other mutually acceptable proposals.
Tensor Networks is also required to obtain shareholder approval in
connection with the Transactions. No later than three business days following the definitive Information Statement, Tensor Networks is
required to deliver the Information Statement and other required notices to its shareholders. If Tensor Networks is unable to obtain written
consent of its shareholders to the Transactions within five business days, then within two business days thereafter, it must call a meeting
of its shareholders to vote on the Transactions, and must hold such meeting no later than the first business day on or after 10 calendar
days after the meeting notice (and in no event later than 20 calendar days after the date of the definitive Information Statement) (which
is referred to as the “Company Consent Deadline”).
A copy of the Merger Agreement is filed with
this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Merger Agreement
and the Transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement
filed with this Current Report on Form 8-K. The Merger Agreement is included to provide security holders with information regarding its
terms. It is not intended to provide any other factual information about RAIN, Tensor Networks, or Merger Sub. In particular, the assertions
embodied in representations and warranties by RAIN, Tensor Networks, and Merger Sub contained in the Merger Agreement are subject to
important qualifications and limitations agreed to by the parties in connection with negotiating such agreement, including being qualified
by confidential information in the disclosure schedules provided by the parties in connection with the execution of the Merger Agreement,
and are subject to standards of materiality applicable to the contracting parties that may differ from those applicable to security holders.
The confidential disclosures contain information that modifies, qualifies and creates exceptions to the representations and warranties
set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purpose
of allocating risk between the parties, rather than establishing matters as facts. Accordingly, security holders should not rely on the
representations and warranties in the Merger Agreement as characterizations of the actual state of facts about RAIN, Tensor Networks,
and Merger Sub. Moreover, information concerning the subject matter of the representations and warranties may change after the date of
the Merger Agreement, which subsequent information may or may not be fully reflected in RAIN’s public disclosures.
Other Agreements
The Merger Agreement contemplates the execution
of various additional agreements and instruments, on or before the Closing, including the following:
RAIN Support Agreements
Concurrently with the execution and delivery of the Merger Agreement,
RAIN, Tensor Networks and Harry You, Paul Dacier and Niccolo de Masi (collectively, the “RAIN Supporting Shareholders”), each
a holder of RAIN Common Stock, entered into shareholder support agreements (the “RAIN Support Agreements”).
The RAIN Support Agreements require the RAIN Supporting Shareholders
to deliver a written consent approving the Merger and other Transactions immediately after the date of the RAIN Support Agreement and
in any event within one business day thereafter, and to vote in favor of the Merger and against certain competing transactions, and otherwise
to support the Transactions. The RAIN Support Agreements also require each of the RAIN Supporting Shareholders to effect the Class B Conversion
before the Closing, and prohibit the RAIN Supporting Shareholders from selling, assigning, or transferring any of their RAIN Common Stock
except to certain permitted transferees until the earliest of (i) the termination of the Merger Agreement pursuant to its terms, (ii)
the Effective Time of the Merger, or (iii) the mutual written agreement of the parties to terminate the applicable RAIN Support Agreement.
The foregoing description of the RAIN Support
Agreements is not complete and is qualified in its entirety by reference to the form of RAIN Support Agreement, a form of which is attached
as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Tensor Networks Support Agreement
Concurrently with the execution and delivery of the Merger Agreement,
RAIN, Tensor Networks and Eric Frazier entered into a shareholder support agreement (the “Tensor Support Agreement”), pursuant
to which Mr. Frazier agreed to, among other things, vote in favor of the Merger and against certain competing transactions, and otherwise
support the Transactions. In addition, the Tensor Support Agreement prohibits Mr. Frazier from selling, assigning, or transferring any
of his shares of Tensor Networks except to certain permitted transferees until the earliest of (i) the termination of the Merger Agreement
pursuant to its terms, (ii) the Effective Time of the Merger, or (iii) the mutual written agreement of the parties to terminate the Tensor
Support Agreement.
The foregoing description of the Tensor Support
Agreement is not complete and is qualified in its entirety by reference to the Tensor Support Agreement, which is attached as Exhibit 10.2
to this Current Report and is incorporated herein by reference.
Lock-Up Agreements
At the Closing, the RAIN Supporting Shareholders,
each of RAIN’s executive officers and directors and their controlled affiliates (collectively, the “RAIN Insiders”),
Tensor Networks’ executive officers and directors, each holder of 5% or more of Tensor Networks’ pre-combination fully-diluted
capitalization (collectively, the “Tensor Insiders”), and each Tensor Networks employee (collectively, the “Tensor Employees”,
and together with the RAIN Insiders and Tensor Insiders, the “Lock-Up Shareholders”) will enter into lock-up agreements with
RAIN and Tensor Networks (the “Lock-Up Agreements”). Pursuant to the Lock-Up Agreements, the Lock-Up Shareholders will agree
not to transfer, whether by sale, assignment, pledge, hypothecation, hedge or other disposition, or through the establishment or increase
of a put equivalent position or the liquidation or decrease of a call equivalent position, or enter into certain hedging, swap or voting
arrangements with respect to, or make certain demands for or exercise certain rights with respect to registration of, RAIN Class A Common
Stock or any securities convertible into or exercisable or exchangeable for shares of RAIN Class A Common Stock, for the period commencing
upon the Closing and ending on the earlier of (i)(x) with respect to the RAIN Insiders and Tensor Insiders, the 18-month anniversary of
the Closing, (y) with respect to the Tensor Employees, the 12-month anniversary of the Closing, and (ii) the date on which RAIN completes
a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of RAIN’s shareholders
having the right to exchange their shares of RAIN Class A Common Stock for cash, securities or other property, excluding any separation
of the RAIN business, subject to customary exceptions.
In the event that RAIN grants a waiver or early
release to any securityholder under a substantially similar lock-up agreement, then the same percentage of shares of RAIN Class A Common
Stock held by the Lock-Up Shareholders on the date of such release or waiver as the percentage of the total number of outstanding shares
of RAIN Class A Common Stock held by such holder on the date of such release or waiver that are the subject of such release or waiver
will be immediately and fully released on the same terms (the “Pro-Rata Release”). Customary permitted transfers will not
trigger a Pro-Rata Release. In the event of any Pro-Rata Release, RAIN will promptly (and in any event within two business days of such
release or waiver) inform each relevant holder of RAIN Class A Common Stock or warrants of the terms of such Pro-Rata Release.
The foregoing description of the Lock-Up Agreements
does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement, a copy
of which is included as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Voting Agreement
At the Closing, RAIN, the Tensor Networks shareholders mutually agreed
by RAIN and Tensor Networks and identified in the Voting Agreement (the “Tensor Voting Shareholders”) and the RAIN shareholders
identified in the Voting Agreement as the “RET Founders” will enter into a voting agreement (the “Voting Agreement”).
Pursuant to the Voting Agreement, during the two years following the Closing, the Tensor Voting Shareholders will agree to vote all shares
of RAIN capital stock owned of record or beneficially by them, and all shares over which they have voting proxies, in favor of the election
of the RAIN Designees to RAIN’s board of directors, and the RET Founders will agree to vote all shares of RAIN capital stock owned
of record or beneficially by them, and all shares over which they have voting proxies, in favor of the election of the Tensor Designees
to RAIN’s board of directors.
The foregoing description of the Voting Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Voting Agreement, a copy
of which is included as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The description of the Merger in Item 1.01 of
this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The shares of RAIN Class A Common Stock to be issued
pursuant to the Merger and Financing will not be registered under the Securities Act of 1933, as amended (the “Securities Act”),
and will be issued and sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule
506(b) of Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.
Item 3.03 Material Modifications to Rights
of Security Holders.
The disclosure set forth in Items 1.01 and 5.07
of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The disclosure set forth in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 5.07. On November 12, 2026, shareholders of RAIN holding more than a majority of the voting
power of the outstanding shares of RAIN Class A Common Stock and RAIN Class B Common Stock approved the Merger and the issuance of RAIN
Class A Common Stock under applicable Nasdaq rules, the Reverse Stock Split, the 2026 Equity Incentive Plan and the Articles Amendment,
and any other mutually acceptable proposals. Pursuant to SEC rules, an Information Statement will be filed with the SEC as soon as practicable
and mailed to the holders of RAIN’s common stock. The Merger may not be consummated until at least 20 calendar days following the
mailing of such Information Statement.
Item 7.01 Regulation FD Disclosure.
On November 12, 2026, RAIN and Tensor Networks issued a joint press
release announcing their entry into the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
The information contained in this Item 7.01, including
Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing of RAIN, whether
made before or after the date hereof, regardless of any general incorporation language in such filing, except as expressly set forth by
specific reference in such filing.
Additional Information and Where to Find It
In connection with the proposed transaction, RAIN
intends to file an Information Statement with the Securities and Exchange Commission (“SEC”) and other documents regarding
the proposed transaction with the SEC. YOU ARE URGED TO READ THE INFORMATION STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE
PARTIES TO THE TRANSACTION. You may obtain a free copy of these materials (when they are available) and other documents filed by RAIN
with the SEC at the SEC’s website at www.sec.gov, at the investor relations section of RAIN’s website located at https://investor.rainenhancement.com/.
No Offer or Solicitation
This Current Report on Form 8-K and the exhibits
hereto shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed
transaction. This Current Report on Form 8-K and the exhibits hereto shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Interests of Directors and Executive Officers
This Current Report on Form 8-K and the exhibits
hereto do not constitute a solicitation of a proxy. RAIN, Tensor Networks, and their respective directors, executive officers and other
members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from
stockholders of RAIN in favor of the transaction. Information about RAIN’s directors and executive officers is set forth in RAIN’s
Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 15, 2026, including under the headings “Directors,
Executive Officers and Corporate Governance”, “Executive Compensation”, “Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters” and “Certain Relationships and Related Transactions, and Director Independence”,
and which is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/2028293/000121390026044121/ea0282265-10k_rainenhan.htm, and
RAIN’s Current Report on Form 8-K filed with the SEC on June 9, 2026, including under the heading “Item 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers”
and which is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/2028293/000121390026066794/ea0294070-8k_rain.htm. To the extent
holdings of RAIN’s securities by its directors or executive officers have changed since the amounts set forth in RAIN’s Annual
Report, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in
Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0002028293.
Additional information concerning the interests of the participants in the solicitation, which may, in some cases, be different than those
of RAIN’s stockholders generally, will be set forth in the information statement relating to the transaction when it becomes available.
Forward-Looking Statements
This Current Report on Form 8-K, and the exhibits
hereto, include certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions
under the United States Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”
and “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements
include, without limitation, expectations with respect to future performance and anticipated financial impacts of the proposed transaction,
the satisfaction of the closing conditions to the proposed transaction, and the timing of the completion of the proposed transaction,
as well as the Financing, Exchange Ratio, post-Closing ownership, and RAIN Debt Restructuring and governance and management changes.
These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of
RAIN and Tensor Networks and are difficult to predict. Factors that may cause such differences include, but are not limited to: (i) the
occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or the inability
to consummate the proposed Merger; (ii) the outcome of any legal proceedings that may be instituted against the parties following the
announcement of the proposed Merger and the definitive agreements with respect thereto; (iii) the inability to complete the proposed transaction,
including due to failure to obtain approval of the shareholders of RAIN and Tensor Networks or other conditions to closing, including;
(iv) RAIN’s inability to remain listed on Nasdaq during the pendency of the Merger, and the inability to obtain or maintain the
listing of the post-acquisition company’s common stock on Nasdaq following the proposed transaction; (v) the risk that the proposed
transaction disrupts current plans and operations as a result of the announcement and consummation of the proposed transaction; (vi) the
ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition,
the ability of the combined company to grow and manage growth profitably and retain its key employees; (vii) costs related to the proposed
transaction; (viii) changes in applicable laws or regulations; (ix) volatility in RAIN’s stock price following the announcement
of the proposed transaction; (x) failure to obtain the Financing, satisfy the minimum gross-proceeds condition or complete the RAIN Debt
Restructuring or Class B Conversion; (xi) delays in completing required financial statements, SEC filings or review; and (xii) other risks
and uncertainties included in RAIN’s Annual Report and in the documents filed or to be filed with the SEC by RAIN and Tensor Networks.
The foregoing list of factors is not exclusive.
You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. RAIN and Tensor Networks
do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements
to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based,
except as required by law. Past performance by RAIN’s and Tensor Networks’ management teams and their respective affiliates
is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of
RAIN’s and Tensor Networks’ management teams or businesses associated with them as indicative of future performance of an
investment or the returns that RAIN or Tensor Networks will, or are likely to, generate going forward.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 2.1* |
|
Agreement and Plan of Merger, dated November 12, 2026, by and among Rain Enhancement Technologies Holdco, Inc., Rain Merger Sub, Inc. and Tensor Networks, Inc. |
| 10.1* |
|
Form of RAIN Shareholder Support Agreement, dated November 12, 2026, entered into by and among Rain Enhancement Technologies Holdco, Inc., Tensor Networks, Inc. and the shareholder signatories thereto. |
| 10.2 |
|
Tensor Support Agreement, dated November 12, 2026, by and among Rain Enhancement Technologies Holdco, Inc., Tensor Networks, Inc. and Eric Frazier. |
| 10.3* |
|
Form of Lock-Up Agreement. |
| 10.4* |
|
Form of Voting Agreement. |
| 99.1 |
|
Joint press release dated November 12, 2026, furnished herewith. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. RAIN agrees to furnish supplementally a copy of any omitted schedule or attachment to the SEC upon request. |
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: November 13, 2026 |
RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. |
| |
|
| |
By: |
/s/ Randall Seidl |
| |
Name: |
Randall Seidl |
| |
Title: |
Chief Executive Officer |
9
