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Rain Enhancement (NASDAQ: RAIN) lifts related-party credit line from $7M to $10M

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

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Negative

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Insights

RAIN adds $3M in insider-backed credit capacity, boosting liquidity but also related-party leverage.

The Company increased its related-party line of credit with RHY Management LLC from $7,000,000 to $10,000,000. This expands borrowing capacity and may support near-term funding needs without accessing external markets, using a facility provided by an affiliate of the chairman and major shareholder.

Interest is the greater of 5% per annum or the IRS short-term rate, with a 2% premium during defaults. Quarterly interest payments and the mechanism that increases the balance when payments are missed emphasize the importance of managing cash flows to avoid higher costs under the Default Rate.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Line of credit before amendment $7,000,000 Original borrowing limit under Loan Agreement dated December 30, 2024
Line of credit after amendment $10,000,000 Revised borrowing limit effective March 31, 2026
Base interest rate 5% per annum Minimum annual interest rate on each drawdown
Alternative interest benchmark IRS short-term rate Interest is greater of 5% or applicable IRS short-term rate per drawdown month
Default interest premium 2% above regular rate Increment over the Interest Rate during an event of default
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
line of credit financial
"increasing the amount that could be borrowed by the Company under the line of credit (the “LOC”)"
A line of credit is a flexible borrowing arrangement that lets a company draw money up to a preset limit, repay it, and borrow again as needed—similar to a business credit card or an emergency tap on a savings account. It matters to investors because it shows how a firm manages short-term cash needs and growth funding without taking a single large loan; access, cost, and attached conditions can affect liquidity, interest expenses and financial risk.
Default Rate financial
"the loan balance increases by an amount equal to the principal multiplied by the Default Rate (as defined below)."
Default rate is the percentage of loans, bonds, or borrowers that fail to make required payments or otherwise break their payment promise over a given time. Investors watch it because rising defaults signal higher credit risk, lower expected returns, and potential losses across a portfolio—much like a landlord losing rent from a growing share of tenants, which reduces income and can lower property value.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
beneficial owner financial
"a beneficial owner of more than 10% of the Company’s Class A common stock and Class B common stock"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 31, 2026

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

(Exact name of registrant as specified in its charter)

 

Massachusetts   001-42460   99-3527155
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

4851 Tamiami Trail N, Suite 200

Naples, FL 34103

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: 339-222-6714

 

1659 Chinaberry Ct.

Naples, FL 34105

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A common stock, par value $0.0001 per share   RAIN   The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50   RAINW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Effective as of March 31, 2026, Rain Enhancement Technologies Holdco, Inc. (the “Company”) and RHY Management LLC, an affiliate of Harry You, the Company’s chairman and a beneficial owner of more than 10% of the Company’s Class A common stock and Class B common stock, (“RHY”) entered into an amendment (the “Loan Agreement Amendment”) to that certain Loan Agreement between RHY and the Company, dated as of December 30, 2024 (the “Loan Agreement”), increasing the amount that could be borrowed by the Company under the line of credit (the “LOC”) pursuant to the Loan Agreement from $7,000,000 to $10,000,000.

 

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement Amendment. A copy of the Loan Agreement Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information relating to the Loan Agreement Amendment contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent required herein.

 

As previously disclosed, the LOC bears interest at the greater of 5% per annum or the applicable IRS short-term rate in the month of each drawdown (“Interest Rate”), payable quarterly in arrears. If a quarterly payment is missed, the loan balance increases by an amount equal to the principal multiplied by the Default Rate (as defined below). If an event of default has occurred and is continuing, then upon written notice by RHY to the Company, the outstanding principal balance and any unpaid accrued interest will accrue interest at 2% above the Interest Rate (the “Default Rate”).

 

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Item 9.01. Financial Statements and Exhibits.

 

(d)   Exhibits.
     
10.1   Amendment to Loan Agreement, effective as of March 31, 2026, by and between Rain Enhancement Technologies Holdco, Inc. and RHY Management LLC.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 6, 2026 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.
   
  By: /s/ Oanh Truong
  Name: Oanh Truong
  Title: Interim Chief Financial Officer

 

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FAQ

What did Rain Enhancement Technologies (RAIN) change in its loan agreement?

Rain Enhancement Technologies amended its loan agreement with RHY Management LLC, raising its related-party line of credit from $7,000,000 to $10,000,000. The expanded facility gives the Company additional borrowing capacity under an existing arrangement with an affiliate of its chairman.

Who is RHY Management LLC in relation to Rain Enhancement Technologies (RAIN)?

RHY Management LLC is an affiliate of Harry You, the Company’s chairman and a beneficial owner of more than 10% of its Class A and Class B common stock. RHY serves as the lender under the Company’s amended line of credit.

What interest rate applies to RAIN’s amended line of credit with RHY Management LLC?

The line of credit bears interest at the greater of 5% per annum or the applicable IRS short-term rate in the month of each drawdown. Interest is payable quarterly in arrears, meaning payments are made at the end of each quarter.

How does the Default Rate work under Rain Enhancement Technologies’ line of credit?

If an event of default occurs and continues, the outstanding principal and unpaid interest accrue interest at 2% above the regular interest rate, called the Default Rate. This higher rate increases borrowing costs while the default remains outstanding.

What happens if RAIN misses a quarterly interest payment on the RHY line of credit?

If a quarterly payment is missed, the loan balance increases by an amount equal to the principal multiplied by the defined Default Rate. This mechanism effectively capitalizes part of the cost of default onto the outstanding balance, raising the amount owed.

Filing Exhibits & Attachments

5 documents