Welcome to our dedicated page for Rain Enhancement SEC filings (Ticker: RAINW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to U.S. SEC filings for Rain Enhancement Technologies Holdco, Inc., whose Class A common stock and redeemable warrants trade on The Nasdaq Stock Market LLC under the symbols RAIN and RAINW. The company identifies itself as an emerging growth company and focuses on developing, manufacturing, and commercializing ionization rainfall generation technology aimed at improving reliable access to water.
Through its filings, investors can review how Rain Enhancement Technologies Holdco, Inc. describes its business, mission, and risk factors, as well as the structure of its securities, including Class A common stock and listed redeemable warrants, each whole warrant exercisable for one share of common stock at a specified exercise price. Filings related to the company’s business combination with Coliseum Acquisition Corp. provide background on how RET Holdco became a publicly traded entity.
Current Reports on Form 8-K are especially relevant for tracking material events. For example, the company has filed 8-Ks describing notices from Nasdaq’s Listing Qualifications Staff regarding market value-based continued listing requirements and the company’s decision to request a hearing before a Nasdaq Hearings Panel. Other 8-K filings address matters such as executive employment and compensation arrangements, including amendments and retention bonus agreements for the Chief Executive Officer.
On this page, users can review annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, along with other relevant documents, as they become available from EDGAR. AI-powered summaries help explain the key points of lengthy filings, highlight changes over time, and make it easier to understand complex topics such as listing compliance disclosures, warrant terms, and governance or management updates related to Rain Enhancement Technologies Holdco, Inc.
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. 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. 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. 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. 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. 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. 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. 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. 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. 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”.
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.
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.
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.
Insider sales by a company director: Lyman B. Dickerson, a director of Rain Enhancement Technologies Holdco, Inc. (ticker RAIN), reported four open-market sales of Class A common stock across 09/09/2025–09/12/2025. The filings report dispositions of 1,917; 215; 398; and 4,787 shares at weighted-average prices of $5.24, $5.55, $5.80, and $5.78, respectively, reflecting reported price ranges for each day. After these transactions the reporting person beneficially owned 10,247 shares as of the last sale. The report includes an undertaking to provide details of the number of shares sold at each separate price on request.