Rain Enhancement SEC Filings

Randy Seidl, who is listed as Chief Executive Officer and a director of Rain Enhancement Technologies Holdco, Inc. (ticker RAIN), reported an insider transaction on a Form 4. The filing shows a transaction dated 09/05/2025 in which Mr. Seidl acquired 602,320 shares of Class A Common Stock at a reported price of $0, leaving him with 602,320 shares beneficially owned in a direct ownership form. The form is signed by Mr. Seidl on 09/09/2025. No derivative securities or additional transactions are reported in Table II, and no explanatory details are provided beyond the transaction record.

Rain Enhancement Technologies Holdco, Inc. reported interim results in a Form 10-Q that show the company remains in early-stage operations with material liquidity and listing risks. The company disclosed $16 in cash, no cash equivalents, and a working capital deficit of approximately $8.3 million, while continuing to incur operating losses (loss from operations of $1,071,806 for the period shown). Nasdaq notified the company that its market value tests closed below the required thresholds for both the Nasdaq Global Market ($50.0 million MVLS) and public float ($15.0 million MVPHS), potentially subjecting the company to transfer or delisting if not regained within the compliance periods. The company draws on a line of credit (LOC), reported cumulative borrowings including a rollover that left approximately $5.5 million outstanding under the LOC as of June 30, 2025, and subsequently drew an additional $354,000 after period end. The filing notes substantial doubt about the company’s ability to continue as a going concern due to absence of revenue to date. Capital structure items disclosed include 7,528,761 Class A shares outstanding, 57,752 Class B shares, and 5,000,000 warrants exercisable at $11.50 per share (expiring December 31, 2029).

Meteora Capital, LLC reports beneficial ownership of 458,956 shares of Rain Enhancement Technologies Holdco, Inc. Class A common stock, representing 6.10% of the class. The filing states Meteora holds these shares on behalf of certain funds and managed accounts for which it serves as investment manager, and that Vik Mittal, Meteora's Managing Member, is also a reporting person. Meteora reports shared voting and shared dispositive power over the 458,956 shares and no sole voting or dispositive power. The statement also certifies the shares were acquired and are held in the ordinary course of business and not for the purpose of changing control of the issuer.

LMR Investment Managers report beneficial ownership of warrants exercisable for a total of 410,138 shares of Rain Enhancement Technologies Holdco, Inc. Class A common stock, representing approximately 5.2% of the class based on 7,528,761 shares outstanding. The warrants are directly held by LMR Multi-Strategy Master Fund and LMR CCSA Master Fund (each holding warrants to purchase 205,069 shares), and confer shared voting and dispositive power for 410,138 shares. Each Reporting Person reports 0 sole voting power and 0 sole dispositive power, with 410,138 shares of shared voting and dispositive power as of June 30, 2025.

The filing identifies the reporting entities as investment managers and advisers across multiple jurisdictions and states the securities were acquired and are held in the ordinary course of business.