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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):
August 19, 2025
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
(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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on February 18, 2025,
Rain Enhancement Technologies Holdco, Inc. (the “Company”) received written notice (the “MVLS Notice”) from the
Listing Qualifications Staff (“Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) which notified the Company that,
for the 30 consecutive business days ended February 14, 2025, the Company’s market value of listed securities (“MVLS”)
closed below the $50,000,000 MVLS threshold required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A)
(the “MVLS Rule”). Also on February 18, 2025, the Company received written notice (the “MVPHS Notice”) from the
Staff that for the 30 consecutive business days ended February 14, 2025, the Company’s market value of publicly held securities
(“MVPHS”) closed below the $15,000,000 MVPHS threshold required for continued listing on Nasdaq under Nasdaq Listing Rule
5450(b)(2)C) (the “MVPHS Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company had 180 calendar days,
or until August 18, 2025, to regain compliance with each of the MVLS Rule and the MVPHS Rule.
On August 19, 2025, the Company received a notice
(the “Notice”) from the Staff indicating that the Company had not regained compliance with either the MVLS Rule or the MVPHS
Rule and, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s
securities would be subject to suspension and delisting from The Nasdaq Global Market at the opening of business on August 28, 2025.
The Company submitted its timely request for a
hearing before the Panel on August 21, 2025, to request additional time to regain compliance with the MVLS Rule and the MVPHS Rule. The
Company expects that its hearing request will result in a stay of any suspension or delisting action pending the hearing. At the hearing,
the Company intends to present its plan to achieve compliance with all applicable listing criteria, including the MVLS Rule and the MVPHS
Rule; however, there can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company
will be able to achieve compliance within any period of time that may be granted by the Panel. The Company is considering all options
available to it to regain compliance with all applicable listing rules.
Item 7.01 Regulation FD
On August 22, 2025, the Company issued a press
release announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
The information in this Item 7.01, including Exhibit
99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated
by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general
incorporation language in such filings.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated August 22, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document) |
Forward Looking Statements
Certain information contained in this Current Report on Form 8-K and the exhibit hereto
consists of forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict. Words such as
“would,” “will,” “expects,” “intends,” and similar expressions, or the use of future
tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking
statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements.
For example, there can be no assurance that the Panel will grant the Company’s request for continued listing, or any relief from delisting, or that the Company will be able to achieve
compliance with Nasdaq listing rules within any period of time that may be granted by the Panel. Additional factors that could cause actual
results to differ from the forward-looking statements herein include potential adverse effects on the Company’s business related to the
disclosures made in this Current Report on Form 8-K or the exhibit hereto, or the initiation of new legal proceedings, volatility of the
Company’s stock price, and the other risk factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2024 and the Company’s other filings with the Securities and Exchange Commission. The forward-looking statements contained in this Current Report on Form 8-K and the exhibit hereto speak only as of the date of this report and the Company
undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances
after the date of this report, unless required by law.
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: August 22, 2025 |
RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. |
| |
|
| |
By: |
/s/ Oanh Truong |
| |
Name: |
Oanh Truong |
| |
Title: |
Interim Chief Financial Officer |
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