Rain Enhancement Technologies (NASDAQ: RAIN) files charter correction

Rhea-AI Filing Summary

Rain Enhancement Technologies Holdco, Inc. reported that on December 15, 2025 it filed Articles of Correction with the Secretary of the Commonwealth of Massachusetts. The filing corrects a clerical error in the definition of the “Voting Threshold Date” in the company’s Amended and Restated Articles of Organization dated December 19, 2024. The Articles of Correction are effective as of December 19, 2024, matching the original effective date of the amended charter documents.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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): December 15, 2025

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 15, 2025, Rain Enhancement Technologies Holdco, Inc. (the “Company”), filed Articles of Correction (the “Articles of Correction”) with the Secretary of the Commonwealth of Massachusetts to correct a clerical error in the definition of Voting Threshold Date in the Company’s Amended and Restated Articles of Organization dated December 19, 2024 (the “Articles”). The Articles of Correction is effective as of December 19, 2024, the original effective date of the Articles.

The foregoing description of the Articles of Correction is qualified in its entirety by references to the full text of the Articles of Correction and corrected Articles attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1	Articles of Correction to the Amended and Restated Articles of Organization of Rain Enhancement Technologies Holdco, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: December 17, 2025	RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.
	By:	/s/ Oanh Truong
	Name:	Oanh Truong
	Title:	Interim Chief Financial Officer

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FAQ

What did Rain Enhancement Technologies (RAIN) change in this 8-K?

The company filed Articles of Correction to fix a clerical error in the definition of the Voting Threshold Date in its Amended and Restated Articles of Organization.

When did Rain Enhancement Technologies (RAIN) file the Articles of Correction?

Rain Enhancement Technologies filed the Articles of Correction on December 15, 2025 with the Secretary of the Commonwealth of Massachusetts.

Which corporate document was corrected for Rain Enhancement Technologies (RAIN)?

The correction applies to the company’s Amended and Restated Articles of Organization dated December 19, 2024.

What is the effective date of Rain Enhancement Technologies’ corrected Articles?

The Articles of Correction are effective as of December 19, 2024, the original effective date of the Amended and Restated Articles of Organization.

Where can investors find the full text of Rain Enhancement Technologies’ Articles of Correction?

The full text of the Articles of Correction and corrected Articles is included as Exhibit 3.1 to this report and incorporated by reference.

Does the Rain Enhancement Technologies (RAIN) filing discuss financial results or major transactions?

No, this report focuses on a clerical correction to the company’s charter documents and does not include financial results or major transactions.