Rain Enhancement, Tensor plan all-stock combination
Before PIPE dilution, RAIN’s existing shareholders are expected to retain approximately 10% of the combined company’s fully diluted equity.
Rhea-AI Filing Summary
Rain Enhancement Technologies Holdco, Inc. (RAIN) entered into a binding letter of intent with Tensor Networks, Inc. for a proposed all-stock combination that would place Tensor Networks in RAIN’s publicly traded holding-company structure. Tensor Networks’ equity holders are expected to own approximately 90% of the combined company’s fully diluted equity and RAIN’s existing shareholders approximately 10%, before dilution from the contemplated PIPE Financing. The parties have agreed to negotiate Tensor Networks’ pre-money equity value on a cash-free, debt-free basis.
RAIN and Tensor Networks will seek equity or equity-linked PIPE financing, with net proceeds expected to fund Tensor Networks’ growth and working capital. A condition in Tensor Networks’ favor requires at least $25 million in gross proceeds from the PIPE and other sources before transaction expenses and RAIN’s debt restructuring. Closing is anticipated in the first quarter of 2027, subject to shareholder approval, a definitive agreement, due diligence, Nasdaq listing approvals and other conditions; either party may terminate if no definitive agreement is signed by November 20, 2026, unless extended by mutual consent.
After closing, Rain Enhancement Technologies, Inc. and Tensor Networks would remain separate wholly owned subsidiaries. Eric Frazier would become RAIN’s CEO, and Randy Seidl would become President.
Positive
- None.
Negative
- None.
Filing Explained
RAIN’s debt terms and related dilution remain unresolved, while Tensor would designate four of seven directors after closing.
Under the binding LOI, closing would require converting all outstanding Class B shares and completing a mutually agreed treatment of RAIN’s debt: conversion, restructuring or forgiveness. Any dilution from that debt restructuring remains to be agreed.
After closing, Tensor Networks would designate four of seven directors, RAIN would designate two, including Harry You, and the parties would mutually agree on the seventh.
At closing, RAIN would agree to register Tensor Networks shareholders’ securities for resale. Tensor employees would agree not to transfer their shares for 12 months, and each company’s founders, officers, directors and significant shareholders for 18 months, subject to stated exceptions.
8-K Event Classification
Key Figures
Key Terms
PIPE Financing financial
fully diluted equity financial
cash-free, debt-free basis financial
registration rights agreement financial
lock-up agreement financial
Predictive Tensor Control Plane technical
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is RAIN’s proposed business combination with Tensor Networks?
What financing condition applies to the RAIN-Tensor Networks transaction?
When could the RAIN and Tensor Networks transaction close?
Who would lead RAIN after the proposed Tensor Networks combination?
What lock-up periods are contemplated in the RAIN transaction?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code:
(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 | ||
| The Stock Market LLC | ||||
| The 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 1.01 Entry into a Material Definitive Agreement.
On September 18, 2026, Rain Enhancement Technologies Holdco, Inc. (“RAIN”) entered into a binding letter of intent (the “Binding LOI”) with Tensor Networks, Inc. (“Tensor Networks”), a privately held developer of predictive AI technology built around the company’s “Safe AI” approach to infrastructure security, and Harry You, RAIN’s Chairman and a greater than 10% shareholder of RAIN. The Binding LOI provides for a business combination that would result in Tensor Networks becoming part of RAIN’s publicly traded holding company structure upon closing. Upon closing, Rain Enhancement Technologies, Inc. (“RET”) and Tensor Networks would each continue to operate as a wholly owned operating subsidiary of RAIN, pursuing its own commercial strategy under its own management team.
The Binding LOI was unanimously approved by the boards of directors of RAIN and Tensor Networks. The closing of the proposed business combination is expected to occur following the receipt of the required approval by RAIN’s shareholders and the satisfaction of other customary closing conditions.
The transaction remains subject to due diligence, negotiation and execution of a definitive transaction agreement, Nasdaq granting RAIN’s pending request for continued listing, Nasdaq approval of the combined company’s initial listing application, and other customary closing conditions which are described in more detail below. There can be no assurance that a definitive agreement will be entered into or that the proposed business combination will be consummated on the terms or timeframe currently contemplated, or at all.
Consideration; Lock-Up; Registration Rights
The Binding LOI contemplates an all-stock transaction. Tensor Networks’ equity holders are expected to own approximately 90% of the fully diluted equity of the combined company, and RAIN’s existing shareholders are expected to retain approximately 10% of the fully diluted equity of the combined company, in each case prior to dilution from the contemplated PIPE Financing described below. The parties have agreed to negotiate in good faith to determine the pre-money equity value, on a cash-free, debt-free basis, to be ascribed to Tensor Networks in the business combination. Additionally, the parties have agreed that all of RAIN’s outstanding Class B common stock will be converted into Class A common stock (the “Class B Conversion”) and all of RAIN’s outstanding indebtedness will either be converted, restructured, or forgiven on terms that are mutually agreeable to the parties (the “RAIN Debt Restructuring”), with the dilutive impact of any such RAIN Debt Restructuring to be mutually agreed.
The founders, officers, directors, and significant shareholders of each of RAIN and Tensor Networks will enter into a lock-up agreement concurrently with the business combination closing pursuant to which they will agree not to transfer their shares of common stock of RAIN for a period of 18 months after the closing, and employees of Tensor Networks will enter into a lock-up agreement concurrently with the business combination closing pursuant to which they will agree not to transfer their shares of common stock of RAIN for a period of 12 months after the closing, in each case subject to customary exceptions for estate planning, transfers to affiliates, and transfers by operation of law.
Tensor Networks’ shareholders will enter into a registration rights agreement with RAIN at the closing of the proposed business combination, pursuant to which RAIN will agree to register for resale the registrable securities held by them.
Financing Cooperation
In connection with the proposed business combination, RAIN and Tensor Networks will seek to raise additional financing through the sale of equity or equity-linked securities of RAIN (the “PIPE Financing”), with the structure and other terms of such PIPE Financing to be mutually agreeable, and with such PIPE Financing expected to close concurrently with or immediately prior to the business combination closing. The net proceeds of the PIPE Financing are expected to fund Tensor Networks’ growth and working capital.
1
Post-Closing Governance
Eric Frazier, the Founder and CEO of Tensor Networks, will become Chief Executive Officer of RAIN; Randy Seidl, CEO of RAIN, will become President of RAIN, with both reporting to the combined company’s board of directors. Upon the closing, the combined company’s board of directors is expected to consist of seven directors, of which four will be designated by Tensor Networks, two will be designated by RAIN, which will include Harry You, who will be the non-executive chairman of the board of directors, and one director will be mutually agreed by Tensor Networks and RAIN. Certain Tensor Networks shareholders will enter into a voting agreement wherein they agree to vote all of their outstanding shares in favor of RAIN’s board designees, and certain RAIN shareholders will enter into a voting agreement wherein they agree to vote all of their outstanding shares in favor of Tensor Networks’ board designees, in each case during the two years following the closing of the proposed business combination.
Conditions to the Parties’ Obligations to Consummate the Business Combination
The Binding LOI provides that the obligations of the parties to consummate the proposed business combination will be subject to certain conditions, including, among others: (i) certain mutual conditions, including Nasdaq approval of the listing of the combined company’s common stock, and the receipt of all required regulatory approvals and specified material third-party approvals, if any, (ii) certain conditions in favor of Tensor Networks, including (A) the bring-down at the closing of RAIN’s representations, warranties, and covenants to a customary materiality or material adverse effect standard, (B) there being at least $25 million in gross proceeds from the PIPE Financing and other sources prior to the payment of transaction expenses and the RAIN Debt Restructuring, (C) no material adverse change having occurred with respect to RAIN that is continuing, (D) the Class B Conversion having been completed, and (D) the RAIN Debt Restructuring having been completed, and (iii) certain conditions in favor of RAIN, including (A) the bring-down at the closing of Tensor Networks’ representations, warranties, and covenants to a customary materiality or material adverse effect standard, (B) Tensor Networks having no outstanding indebtedness for borrowed money, subject to certain exceptions, and (C) no material adverse change having occurred with respect to Tensor Networks that is continuing.
Termination Rights
The Binding LOI may be terminated and the proposed business combination may be abandoned at any time prior to the execution of a definitive transaction agreement by mutual written consent of Tensor Networks and RAIN, by written notice by either Tensor Networks or RAIN if the definitive transaction agreement has not been signed by November 20, 2026 (which date may be extended by mutual consent), or by written notice by either Tensor Networks or RAIN if RAIN’s securities are delisted from the Nasdaq Stock Market. Further, the Binding LOI provides that Tensor Networks will have the ability to terminate the Binding LOI, or the definitive transaction agreement, if RAIN’s common stock is delisted from Nasdaq prior to the closing of the proposed business combination.
Interim Covenants; Exclusivity
The Binding LOI also contains customary pre-closing covenants of the parties, including the obligation of Tensor Networks and RAIN to conduct their business in the ordinary course and to refrain from taking certain specified actions, subject to certain exceptions, without the prior written consent of each other.
Tensor Networks also agreed to terminate any existing discussions, negotiations, and contacts regarding certain alternate transactions and not to, directly or indirectly, encourage, initiate, solicit, or engage in discussions or negotiations in connection with any alternate transaction, during the term of the Binding LOI.
2
Expenses
Each party will pay its own transaction expenses in connection with the proposed business combination, provided that, if the proposed business combination does not close, Harry You agreed to pay Tensor Networks’ outside accounting and outside counsel expenses and 50% of Tensor Networks’ audit expenses on behalf of Tensor Networks.
Information Statement
In connection with the proposed transaction, RAIN intends to obtain shareholder approval by written consent and to file an information statement with the U.S. Securities and Exchange Commission (“SEC”) and other documents regarding the proposed transaction with the SEC.
Item 7.01 Regulation FD Disclosure.
On September 23, 2026, RAIN and Tensor Networks issued a joint press release announcing their entry into the Binding LOI. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing of RAIN, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.
Additional Information and Where to Find It
In connection with the proposed transaction, RAIN intends to file an information statement with the SEC and other documents regarding the proposed transaction with the SEC. YOU ARE URGED TO READ THE INFORMATION STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE TRANSACTION. You may obtain a free copy of these materials (when they are available) and other documents filed by RAIN with the SEC at the SEC’s website at www.sec.gov, at the investor relations section of RAIN’s website located at https://investor.rainenhancement.com/.
No Offer or Solicitation
This Current Report on Form 8-K and the exhibit hereto shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed transaction. This Current Report on Form 8-K and the exhibit hereto shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
3
Participants in the Solicitation
This Current Report on Form 8-K and the exhibit hereto do not constitute a solicitation of a proxy. RAIN, Tensor Networks, and their respective directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from stockholders of RAIN in favor of the transaction. Information about RAIN’s directors and executive officers is set forth in RAIN’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 15, 2026, including under the headings “Directors, Executive Officers and Corporate Governance”, “Executive Compensation”, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Certain Relationships and Related Transactions, and Director Independence”, and which is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/2028293/000121390026044121/ea0282265-10k_rainenhan.htm, and RAIN’s Current Report on Form 8-K filed with the SEC on June 9, 2026, including under the heading “Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” and which is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/2028293/000121390026066794/ea0294070-8k_rain.htm. To the extent holdings of RAIN’s securities by its directors or executive officers have changed since the amounts set forth in RAIN’s Annual Report, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0002028293. Additional information concerning the interests of the participants in the solicitation, which may, in some cases, be different than those of RAIN’s stockholders generally, will be set forth in the information statement relating to the transaction when it becomes available.
Forward-Looking Statements
This Current Report on Form 8-K, and the exhibit hereto, include certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” and “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future performance and anticipated financial impacts of the proposed transaction, the satisfaction of the closing conditions to the proposed transaction, and the timing of the completion of the proposed transaction. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of RAIN and Tensor Networks and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the negotiations, inability to enter into any subsequent definitive agreements with respect to the proposed business combination, or to consummate the proposed business combination, and the possibility that the terms and conditions set forth in any definitive agreements with respect to the proposed business combination may differ materially from the terms and conditions set forth in the Binding LOI; (2) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the proposed business combination and any definitive agreements with respect thereto; (3) the inability to complete the proposed transaction, including due to failure to obtain approval of the shareholders of RAIN and Tensor Networks or other conditions to closing; (4) RAIN’s inability to remain listed on Nasdaq during the pendency of the business combination, and the inability to obtain or maintain the listing of the post-acquisition company’s common stock on Nasdaq following the proposed transaction; (5) the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the proposed transaction; (6) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (7) costs related to the proposed transaction; (8) changes in applicable laws or regulations; (9) volatility in RAIN’s stock price following the announcement of the proposed transaction; and (10) other risks and uncertainties included in RAIN’s Annual Report and in the documents filed or to be filed with the SEC by RAIN and Tensor Networks. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. RAIN and Tensor Networks do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by RAIN’s and Tensor Networks’ management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of RAIN’s and Tensor Networks’ management teams or businesses associated with them as indicative of future performance of an investment or the returns that RAIN or Tensor Networks will, or are likely to, generate going forward.
4
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release dated September 23, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
5
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: September 23, 2026 | RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. | |
| By: | /s/ Randall Seidl | |
| Name: | Randall Seidl | |
| Title: | Chief Executive Officer | |
6
Exhibit 99.1
Rain Enhancement Technologies and Tensor Networks Sign Binding Letter of Intent for Strategic Business Combination
Combination Adds Patent-Pending AI Infrastructure Security Technology to RAIN’s Platform; Eric Frazier and Randy Seidl to Lead Combined Company
NAPLES, Fla. and SUNNYVALE, Calif., September 23, 2026 - Rain Enhancement Technologies Holdco, Inc. (Nasdaq: RAIN), the leading provider of ionization weather modification technology, and Tensor Networks, Inc. (“Tensor Networks”), a privately held developer of predictive AI technology built around the company’s “Safe AI” approach to infrastructure security, today announced that they have entered into a binding letter of intent (the “Binding LOI”) for a business combination that would result in Tensor Networks becoming part of RAIN’s publicly traded holding company upon closing. The transaction is anticipated to close in the first quarter of 2027, subject to customary closing conditions.
“When we brought this platform public, we said that our corporate structure was designed to allow us to acquire additional businesses or assets alongside Rain Enhancement Technologies, Inc. (“RET”) - Tensor Networks is a cutting-edge technology company that is exactly that kind of opportunity,” said Harry You, Chairman of the Board of RAIN. “As AI adoption accelerates across every sector, the security and reliability of the infrastructure underneath it is becoming a defining issue, and Tensor Networks has built real, patent-pending technology to address it. RET’s work with data center customers is accelerating, and water is an increasingly important part of that conversation. Tensor Networks addresses a different piece of that same infrastructure picture, and having both under the RAIN platform gives us real depth in a market that matters more every year.”
“This transaction is an important next step in building RAIN into a multi-technology platform,” said Randy Seidl, Chief Executive Officer of RAIN. “Tensor Networks gives us a second growth engine alongside RET, and we believe that diversification is the right way to build long-term value for RAIN shareholders. I’m looking forward to partnering with Eric as we move quickly toward a definitive agreement.”
Founded in 2019, Tensor Networks develops predictive AI infrastructure technology, including its patent-pending Predictive Tensor Control Plane (PTCP) and Tensor Network Quantum Gravity (TNQG) frameworks. Tensor Networks describes its approach as “Safe AI”. PTCP combines predictive workload orchestration with topological caging, an approach designed to isolate AI workloads behind independent hardware boundaries intended to help contain threats and limit data exfiltration or lateral movement across AI infrastructure.
Upon closing, RET and Tensor Networks would each continue to operate as a wholly owned operating subsidiary of RAIN, pursuing its own commercial strategy under its own management team, rather than being operationally merged with one another - RAIN becoming a multi-technology holding company, not a combined rainfall-and-AI business. Each of the operating companies will leverage shared general and administrative resources.
The transaction also reflects the growing importance of securing the infrastructure that powers artificial intelligence. As AI adoption accelerates across government, defense, and enterprise networks, the systems that route and process AI workloads have become an increasingly attractive target. Tensor Networks says PTCP is designed to work alongside existing enterprise security platforms (SIEM) and to trigger hardware-level safeguards intended to help contain threats and limit lateral movement - an approach the company has developed and tested in part through three U.S. Air Force contracts it has been awarded and delivered against.
“As AI capabilities scale, security can’t be an afterthought bolted onto legacy software,” said Eric Frazier, Founder and Chief Executive Officer of Tensor Networks. “We built Tensor Networks around the idea of Safe AI - using independent hardware boundaries designed to help contain threats at the source, not just flag them after the fact. Joining RAIN gives us the platform and capital to bring that approach to a much broader market, and I’m confident this combination will create real value for our shareholders and customers alike.”
Transaction Highlights:
| ● | All-stock transaction, with 100% of Tensor Networks’ securities rolling into RAIN |
| ● | Tensor Networks’ equity holders expected to own approximately 90% of the fully diluted equity of the combined company, with RAIN’s existing shareholders retaining approximately 10%, in each case prior to dilution from the contemplated financing described below |
| ● | RAIN’s outstanding debt to be converted, restructured, or forgiven on mutually agreeable terms prior to or concurrently with closing |
| ● | A minimum of $25 million in gross proceeds from an equity or equity-linked financing is a condition to closing; net proceeds are expected to fund Tensor Networks’ growth and working capital |
| ● | Eric Frazier, Founder and CEO of Tensor Networks, will become Chief Executive Officer of RAIN; Randy Seidl, CEO of RAIN, will become President of RAIN, both reporting to the Board of Directors |
| ● | RAIN insiders, Tensor Networks insiders, and Tensor Networks employees will be subject to lock-up agreements of 12–18 months following closing |
| ● | The transaction remains subject to due diligence, negotiation and execution of a definitive transaction agreement, Nasdaq granting RAIN’s pending request for continued listing, Nasdaq approval of the combined company’s initial listing application, and other customary closing conditions |
About Tensor Networks’ Business
Tensor Networks has been awarded, and has delivered against, three U.S. Air Force contracts that contributed to the development of its technology. Its PTCP and TNQG technologies are patent pending, with post-provisional utility patent applications submitted in 2026.
Advisors
White & Case LLP is serving as legal counsel to RAIN, and TCF Law Group PLLC is serving as Massachusetts legal counsel to RAIN. Ashurst Perkins Coie is serving as legal counsel to Tensor Networks.
About Rain Enhancement Technologies, Inc.
Rain Enhancement Technologies (“RET”) is a wholly owned subsidiary of RAIN. RET was founded to provide the world with reliable access to water, one of life’s most important resources. To achieve this mission, RET develops, manufactures, and commercializes ionization precipitation generation technology that enhances rainfall and snowpack to address water scarcity challenges. The company is also developing applications for fog mitigation to expand its weather modification capabilities. RET’s chemical-free, solar-powered technology seeks to transform water resource management for businesses, society, and the planet. To learn more, go to www.investor.rainenhancement.com.
2
About Tensor Networks
Tensor Networks, Inc. is a Sunnyvale, California-based company founded in 2019, developing predictive AI infrastructure technology, including the Predictive Tensor Control Plane (PTCP) and Tensor Network Quantum Gravity (TNQG). Tensor Networks describes PTCP as a “Safe AI” framework that uses topological caging and independent hardware boundaries designed to help contain threats to AI infrastructure. Tensor Networks has been awarded multiple U.S. Air Force contracts supporting development of its technology.
Additional Information and Where to Find It
In connection with the proposed transaction, RAIN intends to file an information statement with the U.S. Securities and Exchange Commission (“SEC”) and other documents regarding the proposed transaction with the SEC. YOU ARE URGED TO READ THE INFORMATION STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE TRANSACTION. You may obtain a free copy of these materials (when they are available) and other documents filed by RAIN with the SEC at the SEC’s website at www.sec.gov, at the investor relations section of RAIN’s website located at https://investor.rainenhancement.com/.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed transaction. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Participants in the Solicitation
This communication does not constitute a solicitation of a proxy. RAIN, Tensor Networks, and their respective directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from stockholders of RAIN in favor of the transaction. Information about RAIN’s directors and executive officers is set forth in RAIN’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 15, 2026, including under the headings “Directors, Executive Officers and Corporate Governance”, “Executive Compensation”, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Certain Relationships and Related Transactions, and Director Independence”, and which is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/2028293/000121390026044121/ea0282265-10k_rainenhan.htm, and RAIN’s Current Report on Form 8-K filed with the SEC on June 9, 2026, including under the heading “Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” and which is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/2028293/000121390026066794/ea0294070-8k_rain.htm. To the extent holdings of RAIN’s securities by its directors or executive officers have changed since the amounts set forth in RAIN’s Annual Report, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0002028293. Additional information concerning the interests of the participants in the solicitation, which may, in some cases, be different than those of RAIN’s stockholders generally, will be set forth in the information statement relating to the transaction when it becomes available.
3
Forward-Looking Statements
This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” and “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future performance and anticipated financial impacts of the proposed transaction, the satisfaction of the closing conditions to the proposed transaction, and the timing of the completion of the proposed transaction. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of RAIN and Tensor Networks and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the negotiations, inability to enter into any subsequent definitive agreements with respect to the proposed business combination, or to consummate the proposed business combination, and the possibility that the terms and conditions set forth in any definitive agreements with respect to the proposed business combination may differ materially from the terms and conditions set forth in the Binding LOI; (2) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the proposed business combination and any definitive agreements with respect thereto; (3) the inability to complete the proposed transaction, including due to failure to obtain approval of the shareholders of RAIN and Tensor Networks or other conditions to closing; (4) RAIN’s inability to remain listed on Nasdaq during the pendency of the business combination, and the inability to obtain or maintain the listing of the post-acquisition company’s common stock on Nasdaq following the proposed transaction; (5) the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the proposed transaction; (6) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (7) costs related to the proposed transaction; (8) changes in applicable laws or regulations; (9) volatility in RAIN’s stock price following the announcement of the proposed transaction; and (10) other risks and uncertainties included in RAIN’s Annual Report and in the documents filed or to be filed with the SEC by RAIN and Tensor Networks. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. RAIN and Tensor Networks do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by RAIN’s and Tensor Networks’ management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of RAIN’s and Tensor Networks’ management teams or businesses associated with them as indicative of future performance of an investment or the returns that RAIN or Tensor Networks will, or are likely to, generate going forward.
Media Contacts
Neal Stein
Technology PR Solutions
321-473-7407
nealjstein@techprsolutions.com
Linda Maynard
Rain Enhancement Technologies
(617) 869-4832
linda@rainenhancement.com
4