false
0002028293
0002028293
2026-03-31
2026-03-31
0002028293
dei:FormerAddressMember
2026-03-31
2026-03-31
0002028293
RAIN:ClassCommonStockParValue0.0001PerShareMember
2026-03-31
2026-03-31
0002028293
RAIN:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50Member
2026-03-31
2026-03-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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”).
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) |
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 |