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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 5, 2025
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 3.01 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 from the Nasdaq Global
Market to the Nasdaq Capital Market. The Company’s Class A common stock will continue to trade under the symbol “RAIN”
and the Company’s warrants will continue to trade under the symbol “RAINW.”
Item 7.01 Regulation FD
On November 7, 2025, the Company issued a press release announcing
that the Company regained compliance with the Nasdaq listing requirements. A copy of that press release is furnished as Exhibit 99.1 to
this Current Report, and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit
99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated
by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general
incorporation language in such filings.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated November 7, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document) |
Forward Looking Statements
Certain information contained in this Current
Report on Form 8-K, including the exhibit hereto, consists of forward-looking statements that involve risks, uncertainties and assumptions
that are difficult to predict. 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 be able to maintain compliance
with the listing standards of the Nasdaq Capital Market. 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, including the exhibit hereto, 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, including the exhibit hereto, speak only as of the date hereof and the Company
undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances
after the date hereof, 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: November 7, 2025 |
RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. |
| |
|
| |
By: |
/s/ Randall Seidl |
| |
Name: |
Randall Seidl |
| |
Title: |
Chief Executive Officer |
