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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):
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 |
