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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): April
11, 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 4.02. 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 three months ended
March 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on May 15, 2025 and (ii) Quarterly Report on
Form 10-Q as of and for the three and six months ended June 30, 2025, filed with the SEC on August 14, 2025 (the “Affected
Periods”), should no longer be relied upon due to an error in the accounting for financed insurance premiums. The error
affected the presentation of prepaid insurance and related liabilities on the Company’s balance sheets for the Affected Periods. Accordingly, the
Company has concluded that a restatement of the financial statements for the Affected Periods is required.
The Company obtained its liability insurance
coverage for directors and officers (“D&O”) effective December 31, 2024. On January 2, 2025, the Company executed an
agreement with a financing company to finance $640,000 of the premium for the D&O insurance. On January 30, 2025, the down
payment and first installment was paid. The Company should have recorded the premium financing agreement as a liability, with an
offset to prepaid expenses, upon its execution. The Company believes that the impact of the error was that assets and liabilities
were each understated by $380,800 in the first quarter Form 10-Q and by $217,600 in the second quarter Form 10-Q. The Company
believes that the error only affected the balance sheets and had no impact on the statements of operations, stockholders’
deficit, or cash flows for the Affected Periods. The error was identified as part of the preparation of the Company’s
financial statements for the year ended December 31, 2025.
The Company intends to present the restatement of certain affected line
items of the unaudited condensed consolidated balance sheets as of March 31, 2025 and June 30, 2025 within the Company’s forthcoming
Annual Report on Form 10-K for the year ended December 31, 2025. Under this approach, the previously issued Quarterly Reports on Form
10-Q for the Affected Periods will not be amended, however, historical amounts presented in future filings will be recast to be consistent
with the restatement.
In addition, the Company has evaluated the impact of the identified error
on its internal control over financial reporting and disclosure controls and procedures. The Company will report material weaknesses in
internal control over financial reporting related to this matter and will report that its disclosure controls and procedures were ineffective
as of December 31, 2025. The Company has already commenced efforts to remediate such material weaknesses. The Company will report those
material weaknesses and its remediation efforts in its forthcoming Annual Report on Form 10-K for the year ended December 31, 2025.
The Audit Committee and Company’s management discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with the Company’s independent registered public accounting
firm, WithumSmith+Brown, PC.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking
statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including
statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that
refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are
forward-looking statements. The words “believes,” “intends,” “will” and similar expressions are intended
to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking
statements include, among others, those statements regarding the Company’s plans to file the 2025 Form 10-K and the timing thereof
and the ability of the Company to identify and remediate material weaknesses in the Company’s internal control over financial reporting
and related disclosure controls and procedures.
These forward-looking statements involve
risks and uncertainties, and actual results could vary materially from these forward-looking statements. Factors that may cause
future results to differ materially from the Company’s current expectations include, among other things, the timing and nature
of the resolution of the issues discussed in this Current Report on Form 8-K, any delay in the filing of the 2025 Form 10-K, and the
timing and results of the Company’s review of the effectiveness of internal control over financial reporting and related
disclosure controls and procedures. The Company does not guarantee that it will actually achieve the plans, intentions or
expectations disclosed in its forward-looking statements and you should not place undue reliance on the Company’s
forward-looking statements. There are a number of important factors that could cause the Company’s actual results to differ
materially from those indicated or implied by its forward-looking statements, including those important factors set forth under the
caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the period ended December 31, 2024. The
Company undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, except as 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: April 14, 2026 |
RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. |
| |
|
| |
By: |
/s/ Oanh Truong |
| |
Name: |
Oanh Truong |
| |
Title: |
Interim Chief Financial Officer |
