LMR Partners Holds Warrants for 410,138 RAINW Shares (5.2%)

LMR Investment Managers report beneficial ownership of warrants exercisable for a total of 410,138 shares of Rain Enhancement Technologies Holdco, Inc. Class A common stock, representing approximately 5.2% of the class based on 7,528,761 shares outstanding.

Rhea-AI Filing Summary

LMR Investment Managers report beneficial ownership of warrants exercisable for a total of 410,138 shares of Rain Enhancement Technologies Holdco, Inc. Class A common stock, representing approximately 5.2% of the class based on 7,528,761 shares outstanding. The warrants are directly held by LMR Multi-Strategy Master Fund and LMR CCSA Master Fund (each holding warrants to purchase 205,069 shares), and confer shared voting and dispositive power for 410,138 shares. Each Reporting Person reports 0 sole voting power and 0 sole dispositive power, with 410,138 shares of shared voting and dispositive power as of June 30, 2025.

The filing identifies the reporting entities as investment managers and advisers across multiple jurisdictions and states the securities were acquired and are held in the ordinary course of business.

Positive

• Material economic interest: Warrants exercisable for 410,138 shares, representing ~5.2% of Class A common stock
• Experienced investment managers: Holdings are managed by LMR investment manager entities operating across multiple jurisdictions

Negative

• No sole control: Each Reporting Person reports 0 shares of sole voting and sole dispositive power; power is reported as shared only
• Warrants (not current shares): The position consists of warrants exercisable into common stock, which would increase outstanding shares if exercised

Insights

Financial Analyst

LMR holds exercisable warrants for 410,138 RAINW shares (5.2%), giving shared voting/dispositive rights but no sole control.

This Schedule 13G discloses a material economic interest because the exercisable warrants total 410,138 shares, roughly 5.2% of the outstanding Class A base used in the filing. The position is held via LMR Master Fund and LMR CCSA Master Fund, each holding warrants to purchase 205,069 shares. Reported powers show 0 sole voting/dispositive authority and 410,138 in shared voting/dispositive power, indicating influence only on a shared basis. The disclosure is informational and consistent with an investment-adviser reporting structure; it does not, on its face, indicate an attempt to change or influence control.

Corporate Governance Expert

Shared voting/dispositive power for 410,138 shares denotes a material minority stake, but reporting persons lack unilateral control.

The filing names multiple LMR entities and two individuals (Ben Levine and Stefan Renold) as the reporting persons who serve as investment managers to the funds holding the warrants. The mechanics disclosed—warrants exercisable into 410,138 shares and shared voting/dispositive power only—mean the reporting group has a notable economic interest and potential voting influence when acting collectively, yet there is no sole voting authority reported. For governance purposes this is a material minority position disclosed under Schedule 13G.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does LMR Partners report in RAINW?

The filing reports warrants exercisable for 410,138 RAINW shares, representing approximately 5.2% of Class A common stock based on 7,528,761 shares outstanding.

How are the 410,138 shares held?

The warrants are directly held by LMR Multi-Strategy Master Fund and LMR CCSA Master Fund, each holding warrants to purchase 205,069 shares.

Do the Reporting Persons have sole voting power over RAINW shares?

No. Each Reporting Person reports 0 shares of sole voting power and 410,138 shares of shared voting power as of June 30, 2025.

Which entities filed this Schedule 13G for RAINW?

The filing was made by LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited, and by Ben Levine and Stefan Renold as individuals.

How do the filers classify themselves?

The Reporting Persons are identified as investment managers/advisers (investment adviser classifications appear on the cover pages).

Are these holdings held for control or ordinary course of business?

The certifications in the filing state the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/14/2025 - 09:17 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Rain Enhancement Technologies Holdco, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 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

LMR Partners LLP

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

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 410,138.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 410,138.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

410,138.00

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)

5.2 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 75080J103

1

Names of Reporting Persons

LMR PARTNERS Ltd

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

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 410,138.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 410,138.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

410,138.00

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)

5.2 %

12

Type of Reporting Person (See Instructions)

CO, IA

SCHEDULE 13G

CUSIP No. 75080J103

1

Names of Reporting Persons

LMR Partners 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 410,138.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 410,138.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

410,138.00

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)

5.2 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 75080J103

1

Names of Reporting Persons

LMR Partners AG

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

SWITZERLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 410,138.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 410,138.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

410,138.00

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)

5.2 %

12

Type of Reporting Person (See Instructions)

CO, IA

SCHEDULE 13G

CUSIP No. 75080J103

1

Names of Reporting Persons

LMR PARTNERS (DIFC) Ltd

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

UNITED ARAB EMIRATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 410,138.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 410,138.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

410,138.00

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)

5.2 %

12

Type of Reporting Person (See Instructions)

CO, IA

SCHEDULE 13G

CUSIP No. 75080J103

1

Names of Reporting Persons

LMR Partners (Ireland) Limited

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

IRELAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 410,138.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 410,138.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

410,138.00

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)

5.2 %

12

Type of Reporting Person (See Instructions)

CO, IA

SCHEDULE 13G

CUSIP No. 75080J103

1

Names of Reporting Persons

Ben Levine

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

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 410,138.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 410,138.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

410,138.00

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)

5.2 %

12

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13G

CUSIP No. 75080J103

1

Names of Reporting Persons

Stefan Renold

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

SWITZERLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 410,138.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 410,138.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

410,138.00

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)

5.2 %

12

Type of Reporting Person (See Instructions)

IN, HC

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, Florida, 34103
Item 2.
(a)	Name of person filing: (i) LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited (collectively, the "LMR Investment Managers"), which serve as the investment managers to certain funds with respect to the shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), held by certain funds; and (ii) Ben Levine and Stefan Renold, who are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities held by certain funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.
(c)	Citizenship: LMR Partners LLP is a United Kingdom limited liability partnership. LMR Partners Limited is a Hong Kong corporation. LMR Partners LLC is a Delaware limited liability company. LMR Partners AG is a Swiss corporation. LMR Partners (DIFC) Limited is a United Arab Emirates corporation. LMR Partners (Ireland) Limited is a limited company incorporated in Ireland. Ben Levine is a citizen of the United Kingdom. Stefan Renold is a citizen of Switzerland.
(d)	Title of class of securities: Class A Common Stock, par value $0.0001 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).
	investment adviser
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference. As of June 30, 2025: The Class A Common Stock beneficially owned by the Reporting Persons are directly held by LMR Multi-Strategy Master Fund Limited ("LMR Master Fund") and LMR CCSA Master Fund Ltd ("LMR CCSA Master Fund"). Each of LMR Master Fund and LMR CCSA Master Fund directly hold warrants to purchase 205,069 shares of Class A Common Stock, with a total of 410,138 shares of Class A Common Stock exercisable in the aggregate (the "LMR Shares").
(b)	Percent of class: As of June 30, 2025: The shares of Class A Common Stock held by each of LMR Master Fund and LMR CCSA Master Fund represent approximately 2.7% and the LMR Shares in the aggregate represent approximately 5.2% of the outstanding Class A Common Stock, based on 7,528,761 shares of Class A Common Stock of the Issuer outstanding as of May 15, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025, plus shares that may be acquired by such Reporting Persons within 60 days.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: As of June 30, 2025, each of the Reporting Persons had sole power to vote or direct the vote of 0 shares of Class A Common Stock.
	(ii) Shared power to vote or to direct the vote: As of June 30, 2025, each of the Reporting Persons had shared power to vote or direct the vote of 410,138 shares of Class A Common Stock.
	(iii) Sole power to dispose or to direct the disposition of: As of June 30, 2025, each of the Reporting Persons had sole power to dispose or to direct the disposition of 0 shares of Class A Common Stock.
	(iv) Shared power to dispose or to direct the disposition of: As of June 30, 2025, each of the Reporting Persons had shared power to dispose or to direct the disposition of 410,138 shares of Class A Common Stock.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The securities beneficially owned by the Reporting Persons are directly held by LMR Master Fund and LMR CCSA Master Fund, for which the LMR Investment Managers serve as the investment managers.
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. By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to LMR Partners LLP, LMR Partners Limited, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

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.

LMR Partners LLP

Signature:	/s/ Shane Cullinane
Name/Title:	Shane Cullinane / Chief Operating Officer
Date:	08/14/2025

LMR PARTNERS Ltd

Signature:	/s/ Shane Cullinane
Name/Title:	Shane Cullinane / Chief Operating Officer
Date:	08/14/2025

LMR Partners LLC

Signature:	/s/ Allyson Hanlon
Name/Title:	Allyson Hanlon / US Legal Counsel
Date:	08/14/2025

LMR Partners AG

Signature:	/s/ Shane Cullinane
Name/Title:	Shane Cullinane / Chief Operating Officer
Date:	08/14/2025

LMR PARTNERS (DIFC) Ltd

Signature:	/s/ Shane Cullinane
Name/Title:	Shane Cullinane / Chief Operating Officer
Date:	08/14/2025

LMR Partners (Ireland) Limited

Signature:	/s/ Shane Cullinane
Name/Title:	Shane Cullinane / Chief Operating Officer
Date:	08/14/2025

Ben Levine

Signature:	/s/ Ben Levine
Name/Title:	Ben Levine / Self
Date:	08/14/2025

Stefan Renold

Signature:	/s/ Stefan Renold
Name/Title:	Stefan Renold / Self
Date:	08/14/2025