[SCHEDULE 13G/A] Rain Enhancement Technologies Holdco, Inc. Warrants SEC Filing

Rhea-AI Filing Summary

Meteora Capital, LLC reports beneficial ownership of 458,956 shares of Rain Enhancement Technologies Holdco, Inc. Class A common stock, representing 6.10% of the class. The filing states Meteora holds these shares on behalf of certain funds and managed accounts for which it serves as investment manager, and that Vik Mittal, Meteora's Managing Member, is also a reporting person. Meteora reports shared voting and shared dispositive power over the 458,956 shares and no sole voting or dispositive power. The statement also certifies the shares were acquired and are held in the ordinary course of business and not for the purpose of changing control of the issuer.

Insights

Securities Analyst

TL;DR: Meteora Capital holds a material 6.10% stake in RAINW through funds it manages, with shared voting/dispositive power but no sole control.

The 6.10% position meets the regulatory threshold for disclosure and signals a meaningful minority stake in Rain Enhancement's Class A common stock. As an investment adviser (Type: IA), Meteora reports the position on behalf of its funds rather than as a principal holder. Shared voting and dispositive power indicate influence is exercised collectively rather than unilaterally, reducing the likelihood of immediate governance upheaval. The certification that shares were not acquired to change control suggests passive stewardship rather than activist intent, although the stake is large enough to warrant monitoring for future engagement or voting behavior around key corporate actions.

Corporate Governance Expert

TL;DR: A disclosed >5% ownership by an investment adviser is material for governance oversight but does not by itself imply a control change.

Meteora's 458,956-share holding and shared voting/dispositive authority give it a substantive voice among shareholders, but the absence of sole powers constrains direct control. The filing explicitly states the position is held in the ordinary course and not to affect control, which is important for assessing potential activist behavior. For board dynamics and shareholder votes, a 6.10% holder can be influential when allied with other holders, so corporate governance teams should note the holder and review any future proxy statements or 13D changes that might indicate escalating intent.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Rain Enhancement Technologies Holdco, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

75080J103

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 75080J103

1

Names of Reporting Persons

Meteora Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 458,956.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 458,956.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

458,956.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.10 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Rain Enhancement Technologies Holdco, Inc.
(b)	Address of issuer's principal executive offices: 4851 Tamiami Trail N, Suite 200, Naples, FL, 34103
Item 2.
(a)	Name of person filing: (i) Meteora Capital, LLC, a Delaware limited liability company ("Meteora Capital") with respect to the Common Stock (as defined in Item 2(d)) held by certain funds and managed accounts to which Meteora Capital serves as investment manager (collectively, the "Meteora Funds"); and (ii) Vik Mittal, who serves as the Managing Member of Meteora Capital, with respect to the Common Stock held by the Meteora Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.
(b)	Address or principal business office or, if none, residence: The address of the principal business office for each of the Reporting Persons is: 1200 N Federal Hwy, #200, Boca Raton FL 33432
(c)	Citizenship: Meteora Capital is a Delaware limited liability company. Vik Mittal is a United States citizen.
(d)	Title of class of securities: Class A Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 75080J103
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 458,956
(b)	Percent of class: 6.10 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 458,956
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 458,956
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Meteora Capital, LLC

Signature:	Vik Mittal
Name/Title:	Managing Memebr
Date:	08/14/2025