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PEPERZAK MARCUS reported acquisition or exercise transactions in this Form 4 filing.
Rain Enhancement Technologies Holdco, Inc. director Marcus Peperzak received a grant of 80,000 shares of Class A Common Stock. The award was granted for no cash consideration and represents his full directly held position of 80,000 shares after the transaction. According to the footnote, the stock’s closing price on the grant date was $2.20 per share, indicating a compensation-related equity award rather than an open-market trade.
Rain Enhancement Technologies Holdco, Inc. major shareholder Harry L. You filed Amendment No. 2 to his Schedule 13D after converting debt into additional equity. Through RHY Management LLC, he exchanged $4,000,000 of indebtedness for 1,612,903 shares of Class A common stock at $2.48 per share.
Following this transaction, he beneficially owns 4,522,347 shares of Class A common stock, representing approximately 38.52% of the class, based on 10,283,984 shares outstanding as of June 5, 2026. The new shares are subject to a lock-up that restricts transfers until the earlier of December 31, 2026 or a qualifying merger or similar transaction.
Rain Enhancement Technologies Holdco, Inc. insider Harry L. You reported an indirect acquisition of Class A common stock through an affiliated entity. RHY Management, LLC exchanged $4,000,000 of indebtedness owed by the company for 1,612,903 Class A shares, recorded as a grant or other acquisition with no cash price per share. Mr. You is the sole member of RHY Management, LLC and may be deemed to have a pecuniary interest in these shares, while disclaiming beneficial ownership beyond that interest.
The filing also lists Mr. You’s other positions as of this date: 650,120 shares held directly, 564,375 shares held indirectly through Berto LLC, and 237,956 shares held indirectly through the RHY 2021 Irrevocable Trust, in each case with beneficial ownership disclaimed except to the extent of his pecuniary interest.
Rain Enhancement Technologies Holdco, Inc. converted debt owed to an insider affiliate into equity and issued additional shares for compensation. On June 5, 2026, RHY Management LLC exchanged $4,000,000 of company debt for 1,612,903 shares of Class A common stock at $2.48 per share under an Agreement to Convert Debt to Equity. These shares are locked up until the earlier of December 31, 2026 or a change-of-control type transaction. The company also issued 50,000 shares to interim CFO Oanh Truong and 490,000 shares to directors, an advisor, and an independent contractor as deferred compensation under the 2024 Equity Incentive Plan. After these issuances, 10,283,984 Class A shares were outstanding as of June 5, 2026.
Rain Enhancement Technologies Holdco, Inc. Chief Executive Officer Randy Seidl reported a series of open-market purchases of Class A Common Stock. Over May 20–22, 2025, he bought a total of 42,514 shares at weighted average prices between $1.73 and $2.58 per share. After these transactions, he directly holds 644,834 shares of Class A Common Stock. A separate footnote states he also received a restricted stock award of 602,320 shares, with 50% vesting on January 1, 2026 and 50% on January 1, 2027, subject to continued service.
Rain Enhancement Technologies Holdco, Inc. reported a Q1 2026 net loss of $1.86 million, wider than $1.48 million a year earlier, on minimal revenue of $10,500 from a one-time Utah service agreement.
Cash was $580,642 with total assets of $2.63 million against liabilities of $16.97 million, resulting in a stockholders’ deficit of $14.35 million and a working capital deficit of about $14.8 million. The company relies heavily on related-party funding, with $11.79 million outstanding under a loan facility and only $1.3 million of capacity remaining.
Management discloses substantial doubt about the company’s ability to continue as a going concern over the next year and plans to seek additional financing and commercial contracts. Nasdaq has notified the company that its market value of listed securities has been below the $35 million minimum, giving it until August 17, 2026 to regain compliance.
Rain Enhancement Technologies Holdco, Inc. Schedule 13G discloses that Meteora Capital, LLC and Vik Mittal report beneficial ownership of 638,287 shares of Class A Common Stock, representing 7.85% of the class. The filing states Meteora Capital has shared voting and dispositive power over these shares.
Rain Enhancement Technologies Holdco, Inc. registers 5,000,000 shares of Class A Common Stock issuable upon exercise of outstanding Warrants and registers for resale up to 5,672,182 shares held by selling shareholders.
The prospectus states the Company would receive $57.5 million if all Warrants are exercised for cash. The resale block represents approximately 69.8% of the 8,131,081 shares outstanding and approximately 232.4% of the public float as of May 1, 2026. A lock-up restricts 5,548,625 of those resale shares for two years. The prospectus notes the closing price of Class A Common Stock was $2.17 and Warrants were $0.23 on May 1, 2026.
Rain Enhancement Technologies Holdco, Inc. filed a post-effective amendment converting its prior Form S-1 into a Form S-3 shelf and updating selling‑shareholder information. The prospectus registers the issuance of 5,000,000 shares of Class A Common Stock upon exercise of 5,000,000 public Warrants at an $11.50 exercise price and the resale of up to 5,672,182 shares of Class A Common Stock by selling shareholders.
The prospectus states we would receive cash proceeds only if Warrants are exercised for cash (aggregate $57.5 million if all outstanding Warrants are exercised). It also discloses 8,131,081 shares of Class A Common Stock outstanding as of April 15, 2026, and that the registered resale shares represent approximately 69.8% of that outstanding amount. Lock-up restrictions cover most resale shares for two years as described.