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Rain Enhancement Technologies Holdco, Inc. files its Form 10-K for the year ended December 31, 2025, combining audited results with a restatement of prior 2025 interim financials. The company corrected an error in accounting for a $640,000 financed D&O insurance premium that had understated both assets and liabilities by $380,800 in the first quarter and $217,600 in the second quarter, and identified a related material weakness in internal control over financial reporting.
The filing raises substantial doubt about the company’s ability to continue as a going concern. As of December 31, 2025, it reports cash of approximately $214,000, a working capital deficit of about $13.0 million, and heavy reliance on a related-party credit line under which roughly $9.1 million was outstanding. Management indicates it will need additional capital and has already adjusted operations and production to align with available funding.
Operationally, the company is an early-stage water-technology business developing atmospheric enhancement by ionization (AEI) via its Weather Enhancement Technology Array (WETA) platform. By year-end 2025, it had two systems placed into service in the United States, seven completed systems in storage, and additional units delivered or under construction, while continuing pilot programs in rain, snow and fog applications that are still in research and development and not yet producing material revenue.
Rain Enhancement Technologies Holdco, Inc. filed a Prospectus Supplement No. 9 updating its registration to include 5,000,000 shares of Class A Common Stock underlying Warrants (for issuance) and 5,914,057 shares of Class A Common Stock (for resale). The Supplement attaches the Company’s Form 8-Ks filed April 6 and April 14, 2026 and references market quotes: Class A closing price $2.22 and Warrants $0.22 as of April 13, 2026.
The April 6, 2026 Form 8-K discloses an amendment to the Loan Agreement with RHY Management LLC increasing the line of credit capacity from $7,000,000 to $10,000,000. The April 14, 2026 Form 8-K reports that the Audit Committee concluded prior unaudited quarterly balance sheets for March 31, 2025 and June 30, 2025 should be restated due to misaccounted financed D&O insurance premiums; assets and liabilities were understated by $380,800 (Q1) and $217,600 (Q2). The Company will recast historical amounts in its 2025 Form 10-K and report material weaknesses in internal control over financial reporting.
Rain Enhancement Technologies Holdco, Inc. announced that investors should no longer rely on its previously issued unaudited financial statements for the quarters ended March 31, 2025 and June 30, 2025 because of an error in accounting for financed D&O insurance premiums.
The company financed $640,000 of directors and officers insurance on January 2, 2025 but failed to record a related liability and prepaid expense at that time. It believes the error understated both assets and liabilities by $380,800 in the first quarter Form 10‑Q and $217,600 in the second quarter Form 10‑Q, affecting only the balance sheets.
The company plans to present restated balance sheet line items for March 31, 2025 and June 30, 2025 in its upcoming Form 10‑K for the year ended December 31, 2025 instead of amending the prior 10‑Qs. It will also disclose material weaknesses in internal control over financial reporting and report that its disclosure controls and procedures were ineffective as of December 31, 2025, while describing ongoing remediation efforts.
Rain Enhancement Technologies Holdco, Inc. entered into an amended loan agreement with RHY Management LLC, an affiliate of its chairman and >10% shareholder, effective March 31, 2026. The amendment increases the Company’s related-party line of credit from $7,000,000 to $10,000,000.
The line of credit bears interest at the greater of 5% per annum or the applicable IRS short‑term rate for the month of each drawdown, payable quarterly in arrears. If a quarterly payment is missed, the loan balance increases by the principal multiplied by the defined Default Rate, and during an event of default the balance accrues interest at 2% above the regular interest rate.
Rain Enhancement Technologies Holdco, Inc. notified the SEC on Form 12b-25 that it cannot file its Annual Report on Form 10-K for the period ended December 31, 2025 within the prescribed time because it needs additional time to finalize financial statements. The company expects to file the Form 10-K within fifteen calendar days of the due date. The notification is signed by Oanh Truong, Interim Chief Financial Officer, dated April 1, 2026.
Rain Enhancement Technologies Holdco, Inc. filed a prospectus supplement updating registration details for 5,000,000 shares of Class A Common Stock issuable upon exercise of warrants and 5,914,057 shares of Class A Common Stock for resale. The supplement incorporates the Company’s Form 8-K disclosing receipt of a Nasdaq notice that the Company’s market value of listed securities closed below the $35,000,000 threshold for 30 consecutive business days. The Company has a 180 calendar day MVLS Compliance Period ending on August 17, 2026 and must have an MVLS at or above $35 million for ten consecutive business days to regain compliance. The notice is a deficiency notification, not an immediate delisting, and the Company’s securities continue to trade on Nasdaq under the symbols RAIN and RAINW.
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”.
LMR-affiliated investment managers reported a significant holding in Rain Enhancement Technologies Holdco, Inc. They beneficially own 611,776 shares of Class A common stock as of December 31, 2025, representing about 7% of the company’s outstanding Class A shares.
The position is held through warrants: LMR Multi-Strategy Master Fund Limited and LMR CCSA Master Fund Ltd each hold warrants to purchase 305,888 shares, for a total of 611,776 shares issuable within 60 days. The ownership percentage is based on 8,131,081 Class A shares outstanding as of November 13, 2025, as reported in Rain’s Form 10-Q. The reporting group, led by various LMR entities and individuals Ben Levine and Stefan Renold, certifies the securities are held in the ordinary course of business and not for changing or influencing control of the company.
Polar Asset Management Partners Inc. reported beneficial ownership of 143,780 shares of Rain Enhancement Technologies Holdco Inc. Class A common stock, representing 1.8% of the class as of 12/31/2025. This total includes 119,810 shares issuable upon exercise of warrants.
The firm has sole voting and dispositive power over these shares and confirms the holdings are in the ordinary course of business, not for changing or influencing control of the company, and relate to ownership of 5 percent or less of the class.
Meteora Capital, LLC and its managing member Vik Mittal report beneficial ownership of Class A common stock of Rain Enhancement Technologies Holdco, Inc. They report beneficial ownership of 672,694 shares, representing 8.27% of the outstanding Class A common stock.
The shares are held by certain funds and managed accounts for which Meteora Capital acts as investment manager, with shared voting and dispositive power over all 672,694 shares and no sole voting or dispositive power. The holders state the position was acquired and is held in the ordinary course of business and not for the purpose of changing or influencing control of the company.