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.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Rain Enhancement Technologies Holdco, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
75080J103
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
75080J103
1
Names of Reporting Persons
LMR Partners LLP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
611,776.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
611,776.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
611,776.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
75080J103
1
Names of Reporting Persons
LMR PARTNERS Ltd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
611,776.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
611,776.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
611,776.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP No.
75080J103
1
Names of Reporting Persons
LMR Partners LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
611,776.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
611,776.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
611,776.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
75080J103
1
Names of Reporting Persons
LMR Partners AG
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SWITZERLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
611,776.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
611,776.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
611,776.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP No.
75080J103
1
Names of Reporting Persons
LMR PARTNERS (DIFC) Ltd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED ARAB EMIRATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
611,776.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
611,776.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
611,776.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP No.
75080J103
1
Names of Reporting Persons
LMR Partners (Ireland) Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
IRELAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
611,776.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
611,776.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
611,776.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP No.
75080J103
1
Names of Reporting Persons
Ben Levine
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
611,776.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
611,776.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
611,776.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
CUSIP No.
75080J103
1
Names of Reporting Persons
Stefan Renold
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SWITZERLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
611,776.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
611,776.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
611,776.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Rain Enhancement Technologies Holdco, Inc.
(b)
Address of issuer's principal executive offices:
4851 Tamiami Trail N, Suite 200, Naples, Florida, 34103
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited (collectively, the "LMR Investment Managers"), which serve as the investment managers to certain funds with respect to the shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), held by certain funds; and
(ii) Ben Levine and Stefan Renold, who are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities held by certain funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.
(c)
Citizenship:
LMR Partners LLP is a United Kingdom limited liability partnership. LMR Partners Limited is a Hong Kong corporation. LMR Partners LLC is a Delaware limited liability company. LMR Partners AG is a Swiss corporation. LMR Partners (DIFC) Limited is a United Arab Emirates corporation. LMR Partners (Ireland) Limited is a limited company incorporated in Ireland. Ben Levine is a citizen of the United Kingdom. Stefan Renold is a citizen of Switzerland.
(d)
Title of class of securities:
Class A Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
75080J103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
investment adviser
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
As of December 31, 2025:
The Class A Common Stock beneficially owned by the Reporting Persons are directly held by LMR Multi-Strategy Master Fund Limited ("LMR Master Fund") and LMR CCSA Master Fund Ltd ("LMR CCSA Master Fund"). Each of LMR Master Fund and LMR CCSA Master Fund directly holds warrants to purchase 305,888 shares of Class A Common Stock, with a total of 611,776 shares of Class A Common Stock issuable upon the exercise of the warrants (the "LMR Shares").
(b)
Percent of class:
As of December 31, 2025:
The shares of Class A Common Stock issuable upon the exercise of the warrants held by each of LMR Master Fund and LMR CCSA Master Fund represent approximately 3.6% and the LMR Shares in the aggregate represent approximately 7.0% of the outstanding Class A Common Stock, based on 8,131,081 shares of Class A Common Stock of the Issuer outstanding as of November 13, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025, plus shares that may be acquired by such Reporting Persons within 60 days.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
As of December 31, 2025, each of the Reporting Persons had sole power to vote or direct the vote of 0 shares of Class A Common Stock.
(ii) Shared power to vote or to direct the vote:
As of December 31, 2025, each of the Reporting Persons had shared power to vote or direct the vote of 611,776 shares of Class A Common Stock.
(iii) Sole power to dispose or to direct the disposition of:
As of December 31, 2025, each of the Reporting Persons had sole power to dispose or to direct the disposition of 0 shares of Class A Common Stock.
(iv) Shared power to dispose or to direct the disposition of:
As of December 31, 2025, each of the Reporting Persons had shared power to dispose or to direct the disposition of 611,776 shares of Class A Common Stock.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The securities beneficially owned by the Reporting Persons are directly held by LMR Master Fund and LMR CCSA Master Fund, for which the LMR Investment Managers serve as the investment managers.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to LMR Partners LLP, LMR Partners Limited, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake in Rain Enhancement Technologies (RAIN) did the LMR group report?
The LMR group reported beneficial ownership of 611,776 shares of Rain Enhancement Technologies Class A common stock, representing about 7% of the outstanding class. This ownership is based on shares issuable upon exercise of warrants held by affiliated funds.
How did LMR’s funds obtain exposure to Rain Enhancement Technologies (RAIN) shares?
LMR’s exposure comes through warrants, not currently outstanding shares. LMR Multi-Strategy Master Fund Limited and LMR CCSA Master Fund Ltd each hold warrants to purchase 305,888 Rain Class A shares, totaling 611,776 shares issuable within 60 days if the warrants are exercised.
How was the 7% ownership in Rain Enhancement Technologies (RAIN) calculated?
The 7% figure uses 8,131,081 Rain Class A shares outstanding as of November 13, 2025, from the company’s Form 10-Q. The calculation adds the 611,776 shares issuable upon exercise of LMR’s warrants that could be acquired within 60 days to determine beneficial ownership.
Who are the reporting persons in the Rain Enhancement Technologies (RAIN) Schedule 13G/A?
Reporting persons include several LMR entities—such as LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited—plus individuals Ben Levine and Stefan Renold, who ultimately oversee investment and voting decisions for the LMR investment managers.
Does the LMR group intend to influence control of Rain Enhancement Technologies (RAIN)?
The filing states the securities were acquired and are held in the ordinary course of business, not for the purpose or effect of changing or influencing control of Rain Enhancement Technologies, except for activities solely related to a nomination under Rule 240.14a-11 if applicable.
Which entities directly hold the Rain Enhancement Technologies (RAIN) securities for LMR?
The securities are directly held by LMR Multi-Strategy Master Fund Limited and LMR CCSA Master Fund Ltd. The various LMR investment manager entities act as investment managers to these funds, which hold the warrants for Rain Enhancement Technologies Class A common stock.
