Rain Enhancement gets Nasdaq market value deficiency notice

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Form Type

8-K

Rhea-AI Filing Summary

Rain Enhancement Technologies Holdco, Inc. received a Nasdaq notice on February 18, 2026 that its market value of listed securities had stayed below $35,000,000 for 30 consecutive business days through February 17, 2026, violating Nasdaq Listing Rule 5550(b)(2).

The company has 180 calendar days, until August 17, 2026, for its market value of listed securities to close at or above $35 million for at least ten consecutive business days to regain compliance. If it fails, its securities could be subject to delisting, though it would have the right to appeal. The notice does not immediately affect trading, and the company’s common stock and warrants continue to trade on Nasdaq under the symbols “RAIN” and “RAINW”.

Positive

None.

Negative

Nasdaq MVLS deficiency and potential delisting risk: The company’s market value of listed securities stayed below $35,000,000 for 30 consecutive business days, triggering a Nasdaq deficiency notice and creating the possibility of delisting if compliance is not regained by August 17, 2026.

Insights

Nasdaq deficiency notice raises delisting risk if compliance is not restored.

Rain Enhancement Technologies Holdco, Inc. has fallen below Nasdaq’s $35,000,000 market value of listed securities requirement for 30 straight business days. This triggers a formal deficiency status under Nasdaq Listing Rule 5550(b)(2), but not an immediate delisting.

The company has 180 calendar days, until August 17, 2026, for its market value of listed securities to close at or above $35 million for at least ten consecutive business days. Failure would allow Nasdaq staff to initiate delisting, subject to a potential appeal.

The company states it intends to actively monitor its market value and may evaluate options to address the deficiency. Actual outcomes will depend on future market value performance and any actions the company undertakes within the MVLS compliance period.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq issue did Rain Enhancement Technologies Holdco, Inc. (RAIN) disclose?

Rain Enhancement Technologies Holdco, Inc. disclosed receiving a Nasdaq notice that its market value of listed securities stayed below $35,000,000 for 30 consecutive business days, indicating noncompliance with Nasdaq Listing Rule 5550(b)(2) and starting a formal compliance grace period.

What is the compliance deadline Nasdaq gave RAIN to fix its market value deficiency?

Nasdaq granted Rain Enhancement Technologies Holdco, Inc. 180 calendar days, until August 17, 2026, to regain compliance. Its market value of listed securities must close at or above $35 million for at least ten consecutive business days within that period.

What happens if RAIN does not regain Nasdaq MVLS compliance by August 17, 2026?

If Rain Enhancement Technologies Holdco, Inc. fails to regain compliance by August 17, 2026, Nasdaq staff may notify the company that its securities are subject to delisting. The company would then have the opportunity to appeal that determination to a Nasdaq hearings panel.

Does the Nasdaq deficiency notice immediately affect trading in RAIN and RAINW?

The deficiency notice does not immediately affect trading. Rain Enhancement Technologies Holdco, Inc. states that its Class A common stock and redeemable warrants continue to trade on the Nasdaq Capital Market under the symbols “RAIN” and “RAINW”, respectively, while it works through the compliance period.

What specific Nasdaq rule did RAIN fail to meet with its market value?

Rain Enhancement Technologies Holdco, Inc. fell below the market value requirement in Nasdaq Listing Rule 5550(b)(2), which mandates a market value of listed securities of at least $35,000,000. The company’s market value remained under this threshold for 30 consecutive business days.

How does RAIN plan to address its Nasdaq market value deficiency?

Rain Enhancement Technologies Holdco, Inc. states it intends to actively monitor its market value of listed securities through August 17, 2026 and may evaluate available options to resolve the deficiency and regain compliance with the Nasdaq MVLS rule, though no specific actions are detailed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/20/2026 - 04:46 PM EST

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Rain Enhancement gets Nasdaq market value deficiency notice