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  4. [8-K] Rain Enhancement Technologies Holdco, Inc. Reports Material Event

Rain Enhancement (NASDAQ: RAIN) faces Nasdaq delisting, awaits hearing

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Rain Enhancement Technologies Holdco, Inc. (RAIN) reports that it remains out of compliance with Nasdaq’s market value of listed securities requirement. For the 30 consecutive business days ended February 17, 2026, its market value was below the $35,000,000 threshold under Nasdaq Listing Rule 5550(b)(2).

The company had 180 calendar days, until August 17, 2026, to regain compliance but did not do so. On August 18, 2026, Nasdaq staff notified the company that its securities are subject to suspension and delisting from The Nasdaq Capital Market effective at the opening of business on August 27, 2026, unless a hearing is granted. The company submitted a timely hearing request to the Nasdaq Hearings Panel on August 21, 2026 and expects a stay of any suspension or delisting pending the hearing, but there is no assurance the Panel will grant continued listing or additional time to regain compliance.

Positive

  • None.

Negative

  • Nasdaq delisting risk: RAIN failed to regain compliance with the $35,000,000 market value of listed securities requirement by August 17, 2026, and Nasdaq has notified the company that its securities are subject to suspension and delisting effective August 27, 2026, absent relief from the Nasdaq Hearings Panel.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
MVLS threshold $35,000,000 market value of listed securities Minimum required under Nasdaq Listing Rule 5550(b)(2) for continued listing on the Nasdaq Capital Market
Noncompliance measurement period 30 consecutive business days Period ended February 17, 2026 during which RAIN’s MVLS was below $35,000,000
Compliance grace period 180 calendar days to August 17, 2026 Time allowed under Nasdaq Listing Rule 5810(c)(3)(C) to regain MVLS compliance
Potential delisting effective date August 27, 2026 Date Nasdaq staff indicated RAIN’s securities would be subject to suspension and delisting at market open, absent a hearing stay
Notice of deficiency date February 18, 2026 Date RAIN received initial written notice that its MVLS was below the required threshold
market value of listed securities financial
"the Company’s market value of listed securities (“MVLS”) closed below the $35,000,000"
Market value of listed securities is the market value of the shares a company has listed on an exchange, calculated as the closing bid price multiplied by the number of listed shares. Exchanges use it as a continued-listing standard, so a company that stays under the required minimum receives a deficiency notice and is given a set period to recover before facing delisting.
Nasdaq Listing Rule 5550(b)(2) regulatory
"threshold required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2)"
Nasdaq Listing Rule 5810(c)(3)(C) regulatory
"In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company had 180 calendar days"
Nasdaq Hearings Panel regulatory
"requests a hearing before the Nasdaq Hearings Panel (the “Panel”)"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.
forward-looking statements regulatory
"Certain information contained in this report consists of forward-looking statements that involve risks"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What Nasdaq listing issue does RAIN (Rain Enhancement Technologies Holdco, Inc.) currently face?
RAIN’s market value of listed securities remained below the $35,000,000 threshold for 30 consecutive business days ended February 17, 2026, violating Nasdaq Listing Rule 5550(b)(2). It did not regain compliance by August 17, 2026, triggering a potential suspension and delisting process.

What deadlines has Nasdaq given RAIN (RAIN) regarding its listing compliance?
Nasdaq gave RAIN 180 calendar days, until August 17, 2026, to regain compliance with the $35,000,000 market value requirement. After noncompliance, Nasdaq staff notified the company on August 18, 2026 that its securities are subject to suspension and delisting effective August 27, 2026, absent a successful hearing.

How is RAIN (RAIN) responding to the potential Nasdaq delisting?
RAIN submitted a timely request on August 21, 2026 for a hearing before the Nasdaq Hearings Panel to seek additional time to regain compliance. The company expects this request to stay any suspension or delisting pending the hearing but provides no assurance that continued listing will be granted.

What specific Nasdaq rule has RAIN (RAIN) failed to satisfy?
RAIN failed to satisfy the market value of listed securities requirement under Nasdaq Listing Rule 5550(b)(2), which requires a minimum market value of $35,000,000 for continued listing on the Nasdaq Capital Market.

When could RAIN’s (RAIN) securities be suspended or delisted from Nasdaq?
Absent a stay or favorable decision from the Nasdaq Hearings Panel, RAIN’s securities would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on August 27, 2026, according to the notice from Nasdaq staff dated August 18, 2026.

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Understanding 8-K Material Events →
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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): August 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

 

 

(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.

 

As previously disclosed, on February 18, 2026, Rain Enhancement Technologies Holdco, Inc. (the “Company”) received written notice (the “MVLS Notice”) from the Listing Qualifications Staff (“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 MVLS 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 had 180 calendar days, or until August 17, 2026, to regain compliance with each of the MVLS Rule.

 

On August 18, 2026, the Company received a notice (the “Notice”) from the Staff indicating that the Company had not regained compliance with the MVLS Rule and, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s securities would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on August 27, 2026.

 

The Company submitted its timely request for a hearing before the Panel on August 21, 2026, to request additional time to regain compliance with the MVLS Rule. The Company expects that its hearing request will result in a stay of any suspension or delisting action pending the hearing. However, there can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to evidence compliance within any period of time that may be granted by the Panel. The Company is considering all options available to it to regain compliance with all applicable listing rules.

 

Forward Looking Statements

 

Certain information contained in this report consists of forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “would,” “will,” “expects,” “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 Panel will grant the Company’s request for continued listing, or any relief from delisting, or that the Company will be able to achieve compliance with Nasdaq listing rules within any period of time that may be granted by the Panel. 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, 2025 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.

 

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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: August 21, 2026 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.
   
  By: /s/ Oanh Truong
  Name: Oanh Truong
  Title: Interim Chief Financial Officer

 

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Source: View Original Filing on SEC EDGAR

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