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Rain Enhancement Technologies Holdco, Inc. reported that on July 16, 2026 it filed a prospectus supplement to its existing shelf registration statement on Form S-3 (File No. 333-297172) with the SEC. The company used this current report to provide the related legal opinion.
The report is being used solely to file the opinion of TCF Law Group, PLLC regarding the legality of the shares covered by the prospectus supplement, included as Exhibit 5.1, along with the firm’s consent as Exhibit 23.1 and an Inline XBRL cover page data file as Exhibit 104.
Rain Enhancement Technologies Holdco, Inc. is establishing an at-the-market program to sell up to $3,513,524 of Class A common stock from time to time through Needham & Company, acting as sales agent under its existing $25,000,000 shelf registration.
Sales will be made on Nasdaq under the symbol RAIN, with Needham earning up to 3.0% of gross proceeds. As of June 26, 2026, Class A shares outstanding were 10,283,984, of which 4,284,786 were held by non-affiliates. An illustrative scenario assumes 1,820,479 new shares at $1.93, which would increase shares outstanding to 12,104,463 and move net tangible book value from a pro forma deficit of $(1.01) to $(0.59) per share, creating dilution of $2.52 per share for new investors. The company plans to use net proceeds primarily for working capital, capital expenditures and general corporate purposes, and highlights risks including broad discretion over proceeds, further potential dilution from future issuances, and the possibility of Nasdaq delisting if it does not regain compliance with the $35,000,000 minimum market value of listed securities requirement within its 180-day cure period.
Rain Enhancement Technologies Holdco, Inc. has filed an amended shelf registration allowing primary offerings of up to $25,000,000 of Class A common stock, preferred stock, debt securities, warrants and units, including a designated at-the-market program. A separate sales agreement prospectus covers up to $3,513,524 of Class A common stock to be issued through Needham & Company, LLC under a Sales Agreement, which is fully included within the $25,000,000 shelf capacity.
The company’s Class A common stock trades on Nasdaq under “RAIN” and its redeemable warrants under “RAINW.” As of June 26, 2026, there were 10,283,984 Class A shares outstanding, of which 4,284,786 were held by non‑affiliates, and 57,752 Class B shares outstanding with 15 votes per share. The aggregate market value of voting common equity held by non‑affiliates was $10,540,573.56, calculated under General Instruction I.B.6, which limits primary offerings under this registration to no more than one‑third of public float in any 12‑month period while float remains below $75 million.
The company states that net proceeds from any sales will be used for working capital and general corporate purposes. It qualifies as both an emerging growth company and a smaller reporting company, allowing reduced disclosure requirements. The filing also details its dual‑class voting structure, outstanding warrants to purchase 5,000,000 Class A shares at an exercise price of $11.50, and extensive anti‑dilution and redemption mechanics for the warrants.
Rain Enhancement Technologies Holdco, Inc. entered into a Sales Agreement with Needham & Company, LLC that allows it to sell shares of Class A common stock in an at-the-market offering with an aggregate offering price of up to $3,513,524. Sales will be made under a Form S-3 registration statement, using a base prospectus and a related prospectus supplement, after the registration statement is declared effective and specific share amounts and pricing parameters are authorized by the board. Needham will act as sales agent, using commercially reasonable efforts, and may receive up to 3.0% of the gross sales price as compensation. The company intends to use any net proceeds primarily for working capital, capital expenditures and other general corporate purposes, and can suspend or terminate the program at any time.
Rain Enhancement Technologies Holdco, Inc. filed a shelf registration to offer up to $25,000,000 of securities, including Class A common stock, preferred stock, debt securities, warrants and units. The registration includes a sales agreement prospectus supplement for up to $3,513,524 of Class A common stock to be sold under an at-the-market agreement with Needham & Company, LLC.
The prospectus discloses 10,283,984 shares of Class A common stock outstanding as of June 26, 2026, a last reported sale price of $1.93 per share, and that the aggregate market value of voting common equity held by non-affiliates is $3,513,524 based on a May 27, 2026 closing price of $2.46. Offerings will be made from time to time; specific terms will be set forth in prospectus supplements.
Riley Christopher Michael reported acquisition or exercise transactions in this Form 4 filing.
Rain Enhancement Technologies Holdco, Inc. director Riley Christopher Michael received a grant of Class A Common Stock. He was awarded 50,000 shares on the grant date for no cash consideration, and held 50,000 shares directly after the transaction.
The footnote states that the closing price of the stock on the day of the grant was $2.20 per share, highlighting the market value reference for this equity-based compensation. The filing reflects a compensation-related share award rather than an open-market purchase or sale.
Rain Enhancement Technologies Holdco, Inc. director Sylvester David C reported receiving a grant of 40,000 shares of Class A Common Stock. The shares were acquired as a grant or award for no cash consideration, and the closing stock price on the grant date was $2.20 per share.
Following this transaction, David holds 40,000 shares of Class A Common Stock directly. This filing reflects a compensation-related equity award rather than an open-market purchase or sale.
Steele Alexandra reported acquisition or exercise transactions in this Form 4 filing.
Rain Enhancement Technologies Holdco, Inc. director Alexandra Steele received a grant of 80,000 shares of Class A Common Stock. The shares were awarded for no cash consideration, and a footnote states the stock’s closing price on the grant date was $2.20 per share. Following the grant, Steele directly holds 80,000 shares, reflecting a compensation-related award rather than an open-market purchase or sale.
DICKERSON LYMAN B reported acquisition or exercise transactions in this Form 4 filing.
Rain Enhancement Technologies Holdco, Inc. director Lyman B. Dickerson received a grant of 80,000 shares of Class A Common Stock on June 5, 2026 as a compensation award. The shares were granted for no cash consideration, while the stock’s closing price that day was $2.20 per share. Following this grant, Dickerson directly holds 90,247 Class A Common shares.
Reardon Robert reported acquisition or exercise transactions in this Form 4 filing.
Rain Enhancement Technologies Holdco, Inc. director Robert Reardon received a grant of 80,000 shares of Class A Common Stock. The shares were awarded for no cash consideration and represent his full reported direct holding after the transaction. The company’s stock closed at $2.20 on the grant date.