UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2026

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from          to          

 

Commission file number 001-42460

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

(Exact name of registrant as specified in its charter)

 

Massachusetts		99-3527155
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

 

4851 Tamiami Trail N, Suite 200 Naples, FL		34103
(Address of Principal Executive Offices)		(Zip Code)

 

339-222-6714

Registrant’s telephone number, including area code

 

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

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

As of August 14, 2026, there were 11,646,299 shares of the registrant’s Class A common stock, par value $0.0001 per share, and 57,752 shares of the registrant’s Class B common stock, par value $0.0001 per share, outstanding. 

 

 

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

 

Table of Contents

 

		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Unaudited Condensed Consolidated Financial Statements	1
	Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025	1
	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025	2
	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2026 and 2025	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Disclosure Controls and Procedures	35
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	37
SIGNATURES		38

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding, among other things, the plans, strategies and prospects, both business and financial, of Rain Enhancement Technologies Holdco, Inc. and its wholly-owned subsidiary Rain Enhancement Technologies, Inc. These statements are based on the beliefs and assumptions, whether or not identified in this Report, of the management of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “project,” “scheduled,” “seek,” “should,” “will” or similar expressions, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:

 

●

general economic uncertainty;

 

●

the volatility of currency exchange rates;

 

●

RET’s ability to manage growth;

 

●

the Company’s ability to maintain the listing of Class A common stock on Nasdaq or any other national exchange;

 

●

risks related to the rollout of RET’s business and expansion strategy;

 

●

the Company’s ability to compete effectively, successfully commercialize its technology and achieve market acceptance, including the effects of existing and future competition on its business, financial condition and results of operations;

 

●

the impact of and changes in governmental regulations or the enforcement thereof, tax laws and rates, accounting guidance and similar matters in regions in which the Company operates or will operate in the future;

 

●

international, national or local economic, social or political conditions that could adversely affect the companies and their business;

 

●

the effectiveness of the Company’s internal controls and its corporate policies and procedures and the restatement of the Company’s prior financial statements;

 

●

changes in personnel and ability to recruit and retain qualified personnel;

 

●

the volatility of the market price and liquidity of the Class A common stock and Warrants;

 

●

potential write-downs, write-offs, restructuring and impairment or other charges required to be taken by the Company subsequent to the Business Combination;

 

●

factors relating to the business, operations and financial performance of the Company and its subsidiaries;

 

●

changes in the Company’s business strategy, plans for growth or restructuring may increase its costs or otherwise affect its profitability;

 

●

the Company’s revenues and results of operations may fluctuate significantly;

 

●

protecting and defending against intellectual property claims may have a material adverse effect on the Company’s business;

 

●

changes in evolving technologies may negatively affect the Company’s business, financial condition or results of operations;

 

●

the Company may be subject to risks associated with possible acquisitions, dispositions, business combinations, or joint ventures; and

 

●

business interruptions from circumstances or events out of the Company’s control could adversely affect the Company’s operations.

 

Forward-looking statements are provided for illustrative purposes only and are not guarantees of performance, and are subject to a number of risks, uncertainties and assumptions, including those described in this Report, in particular the risks described in Part II, Item 1A, “Risk Factors” of this Report and in Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2026, and the Company’s other filings with the SEC. You should not place undue reliance on these statements which speak only as of the date hereof.

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Unaudited Condensed Consolidated Financial Statements

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		June 30, 2026				December 31, 2025
		(unaudited)
Assets:
Current assets:
Cash		$	32,608			$	213,688
Prepaid expenses			398,782				103,796
Total current assets			431,390				317,484
Deferred financing costs			408,914				-
Security deposit			5,433				-
Equipment, net			386,431				407,133
Construction in-process equipment			997,289				987,805
Intangible assets, net			74,914				80,752
Operating lease right-of-use assets			108,979				-
Total Assets		$	2,413,350			$	1,793,174
Liabilities and Stockholders’ Deficit:
Current liabilities:
Accounts payable		$	2,058,105			$	1,301,465
Accounts payable - related parties			115,113				231,287
Accrued expenses			30,000				29,878
Accrued expenses - related parties			1,669,774				1,879,845
Line of credit - related party			8,469,397				9,102,493
Note payable from related parties			400,000				400,000
Accrued interest - related parties			772,212				322,656
Operating lease liability, current			37,377				-
Tax liability			912				912
Shortfall payment liability			20,636				20,636
Total current liabilities			13,573,526				13,289,172
Operating lease liability, non-current			71,908				-
Derivative warrant liabilities			925,000				1,250,000
Total liabilities			14,570,434				14,539,172
Commitments and Contingencies (Note 6)
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of June 30, 2026 and December 31, 2025			-				-
Class A common stock, $0.0001 par value; 30,000,000 shares authorized; 10,283,984 and 8,131,081 shares (including 301,160 and 602,320 unvested restricted stock awards) issued and outstanding as of June 30, 2026 and December 31, 2025, respectively			1,028				813
Class B common stock, $0.0001 par value; 1,000,000 shares authorized; 57,752 shares issued and outstanding as of June 30, 2026 and December 31, 2025			6				6
Additional paid-in capital			8,294,723				2,599,139
Accumulated deficit			(20,452,841	)			(15,345,956	)
Total stockholders’ deficit			(12,157,084	)			(12,745,998	)
Total Liabilities and Stockholders’ Deficit		$	2,413,350			$	1,793,174

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

 

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

		For the three months ended June 30,								For the six months ended June 30,
		2026				2025				2026				2025
Other revenue		$	-			$	-			$	10,500			$	-
Total revenue			-				-				10,500				-
Field operations costs			104,545				-				197,423				-
General and administrative expenses			2,906,895				1,068,887				4,696,275				2,411,369
Research and development expenses			31,873				-				72,632				-
Corporate tax expenses			-				912				-				912
Depreciation expense			10,351				-				20,702				-
Amortization expense			2,919				2,919				5,838				5,838
Loss from operations			(3,056,583	)			(1,072,718	)			(4,982,370	)			(2,418,119	)
Other income (expense):
Change in fair value of warrant liabilities			120,000				(72,500	)			325,000				(162,500	)
Gain from settlement with vendor			-				225,517				-				225,517
Interest expense			(310,097	)			(33,090	)			(449,556	)			(80,173	)
Interest income			23				20				41				60
Total other income (expense), net			(190,074	)			119,947				(124,515	)			(17,096	)
Net loss		$	(3,246,657	)		$	(952,771	)		$	(5,106,885	)		$	(2,435,215	)
Weighted average Class A common stock outstanding, basic and diluted			8,053,935				7,528,761				8,012,108				7,528,761
Basic and diluted net loss per Class A common share		$	(0.40	)		$	(0.13	)		$	(0.63	)		$	(0.32	)
Weighted average Class B common stock outstanding, basic and diluted			57,752				57,752				57,752				57,752
Basic and diluted net loss per Class B common share		$	(0.40	)		$	(0.13	)		$	(0.63	)		$	(0.32	)

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

 

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

 

		For the three and six months ended June 30, 2026
		Class A Common Stock								Class B Common Stock								Additional Paid-In				Accumulated				Total Stockholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Deficit
Balance - December 31, 2025			8,131,081			$	813				57,752			$	6			$	2,599,139				(15,345,956	)		$	(12,745,998	)
Stock-based compensation expense			-				-				-				-				258,143				-				258,143
Net loss			-				-				-				-				-				(1,860,228	)			(1,860,228	)
Balance - March 31, 2026 (unaudited)			8,131,081				813				57,752				6				2,857,282				(17,206,184	)			(14,348,083	)
Issuance of equity awards			540,000				54				-				-				1,187,946				-				1,188,000
Conversion of loan to Class A common stock			1,612,903				161				-				-				3,999,839				-				4,000,000
Stock-based compensation expense			-				-				-				-				249,656				-				249,656
Net loss			-				-				-				-				-				(3,246,657	)			(3,246,657	)
Balance - June 30, 2026 (unaudited)			10,283,984			$	1,028				57,752			$	6			$	8,294,723			$	(20,452,841	)		$	(12,157,084	)

 

		For the three and six months ended June 30, 2025
		Class A Common Stock								Class B Common Stock								Additional Paid-In				Accumulated				Total Stockholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Deficit
Balance - December 31, 2024			7,528,761			$	753				57,752			$	6			$	964,335			$	(6,254,602	)		$	(5,289,508	)
Net loss			-				-				-				-				-				(1,482,444	)			(1,482,444	)
Balance - March 31, 2025 (unaudited)			7,528,761				753				57,752				6				964,335				(7,737,046	)			(6,771,952	)
Net loss			-				-				-				-				-				(952,771	)			(952,771	)
Balance - June 30, 2025 (unaudited)			7,528,761			$	753				57,752			$	6			$	964,335			$	(8,689,817	)		$	(7,724,723	)

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

 

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		For the six months ended June 30,
		2026				2025
						(as restated)
Cash Flows from Operating Activities:
Net loss		$	(5,106,885	)		$	(2,435,215	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization expense			5,838				5,838
Depreciation expense			20,702				-
General and administrative expenses advanced by related parties			616,904				1,062,787
Stock based compensation expense			1,695,799				-
Gain from settlement with vendor			-				(225,517	)
Change in fair value of warrant liabilities			(325,000	)			162,500
Changes in operating assets and liabilities:
Prepaid expenses			(294,986	)			(552,961	)
Security deposit			(5,433	)			-
Operating lease right-of-use assets			9,354				-
Accounts payable			400,526				(112,260	)
Accounts payable - related parties			(116,174	)			-
Accrued expenses			(29,878	)			610,689
Accrued expenses - related parties			(210,071	)			13,609
Accrued interest - related parties			449,556				80,173
Operating lease liability			(9,048	)			-
Net cash used in operating activities			(2,898,796	)			(1,390,357	)
Cash Flows from Investing Activities:
Capital expenditures for equipment			(9,484	)			(612,709	)
Net cash used in investing activities			(9,484	)			(612,709	)
Cash Flows from Financing Activities:
Proceeds from draw down under line of credit with related party			2,750,000				1,336,935
Payment of deferred financing costs			(22,800	)			-
Proceeds received from subscription receivable			-				650,000
Net cash provided by financing activities			2,727,200				1,986,935
Net change in cash			(181,080	)			(16,131	)
Cash - beginning of the period			213,688				32,604
Cash - end of the period		$	32,608			$	16,473
Supplemental disclosure of noncash activities:
Operating lease right-of-use asset obtained in exchange for operating lease liability		$	118,333			$	-
Conversion of loan to Class A common stock		$	4,000,000			$	-
Deferred financing costs included in accounts payable		$	356,114			$	-
Deferred financing costs included in accrued expenses		$	30,000			$	-

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

 

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

 

Note 1 — Description of Organization and Business Operations

 

Description of Business

 

Rain Enhancement Technologies Holdco, Inc. (the “Company” or “Holdco”) was formed in Massachusetts to develop, improve and commercialize atmospheric enhancement by ionization (AEI) technology. The Company is developing improvements to existing AEI technologies by leveraging robust measurement tools, including software monitoring technology, machine learning, rain gauges, and weather stations.

 

Business Combination Agreement

 

On December 31, 2024 (the “Closing Date”), Holdco, Coliseum Acquisition Corp, a Cayman Islands exempted company (“Coliseum”), Rain Enhancement Technologies, Inc., a Massachusetts corporation (“RET”), Rainwater Merger Sub 1, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Holdco (“Merger Sub 1”), and Rainwater Merger Sub 2A, Inc., a Massachusetts corporation and wholly-owned subsidiary of Coliseum (“Merger Sub 2”) consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement, dated as of June 25, 2024 (as amended on August 22, 2024, the “Business Combination Agreement”).

 

Pursuant to the Business Combination Agreement, on the Closing Date, (i) Coliseum merged with and into Merger Sub 1, with Merger Sub 1 as the surviving company of such merger (the “SPAC Merger”) and (ii) following the SPAC Merger and as a part of the same overall transaction, Merger Sub 2 merged with and into RET, with RET as the surviving entity of such merger (the “Company Merger” and, together with the SPAC Merger, the “Mergers”), and, after giving effect to such Mergers, each of Merger Sub 1 and RET became a wholly owned subsidiary of Holdco (the time that the SPAC Merger became effective being referred to as the “SPAC Merger Effective Time,” the time that the Company Merger became effective being referred to as the “Company Merger Effective Time,” and the time after which both Mergers became effective being referred to as the “Closing”). Following the Closing, Holdco holds all of the equity interests of RET and Merger Sub 1.

 

The Business Combination was treated as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Coliseum was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of RET issuing stock for the net assets of Coliseum, accompanied by a recapitalization. The net assets of Coliseum were stated at historical cost, with no goodwill or other intangible assets recorded.

 

The Company’s common stock and warrants commenced trading on the Nasdaq Stock Market LLC under the symbols “RAIN” and “RAINW”, respectively, on January 2, 2025. Refer to Note 3, Business Combination, for additional details.

 

Recent Developments

 

Nasdaq Compliance Notices

 

On February 18, 2025, 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”).

 

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. The Company timely submitted its request for a hearing before the Panel on August 21, 2025.

 

5

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

 

As part of the compliance plan submitted to the Panel, the Company requested a transfer of its listing from the Nasdaq Global Market to the Nasdaq Capital Market. A hearing before the Panel was held on September 18, 2025 and on October 14, 2025, the Panel granted the Company’s request for continued listing on Nasdaq, subject to the Company’s timely application to transfer its listing from the Nasdaq Global Market to the Nasdaq Capital Market and demonstrating compliance with the applicable listing requirements. The Company completed the transfer to the Nasdaq Capital Market and demonstrated compliance with the applicable listing rules. Nasdaq subsequently confirmed that the Company had regained compliance with its previously disclosed deficiencies,

 

On February 18, 2026, the Company received an additional written notice from Nasdaq indicating that, for the 30 consecutive business days ended February 17, 2026, its MVLS had closed below the $35,000,000 minimum required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2). In accordance with Nasdaq rules, the Company has 180 calendar days, or until August 17, 2026, to regain compliance with the MVLS requirement. To regain compliance, its MVLS must close at or above $35,000,000 for a minimum of ten consecutive business days during this compliance period. The Company intends to monitor its MVLS and evaluate available options to regain compliance with Nasdaq listing standards; however, there can be no assurance that it will regain or maintain compliance within the applicable compliance period.

 

Going Concern Consideration

 

In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Classification (“ASC”) Subtopic 205-40, “Presentation of Financial Statements - Going Concern,” the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued. This assessment considers the Company’s current cash position, projected cash requirements, and its ability to obtain additional funding.

 

As of June 30, 2026, the Company had approximately $33,000 in cash and had a working capital deficit of approximately $13.1 million. The Company expects to continue incurring expenses and losses as it expands its operations and commercializes its core services. The Company has historically funded its operations primarily through related-party financing arrangements, including borrowings under its line of credit with a maximum borrowing capacity of $10.0 million (see Note 7). As of June 30, 2026, approximately $1.5 million remained available under this facility. Although the Company expects to continue relying on these financing sources and projected cash flows from operations, its limited operating history and continuing operating losses raise substantial doubt about its ability to continue as a going concern. 

 

Management’s plans to address this uncertainty include continued access to related-party financing, utilizing the Company’s at-the-market offering program, reducing expenditures, and seeking additional financing through debt, equity, or a combination of both, and pursuing commercial opportunities for installation and service agreements. However, there is no assurance that such funding will be available on acceptable terms, or at all.

 

Accordingly, management has concluded that the Company’s current liquidity is insufficient to meet its anticipated obligations, which raises substantial doubt about its ability to continue as a going concern for one year after the date the accompanying unaudited condensed consolidated financial statements are issued. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Risks and Uncertainties

 

Various macroeconomic, geopolitical and regulatory uncertainties and challenges pose risks to economic conditions in the U.S. and globally, including, among others, inflationary pressures; supply chain disruptions; increased cyberattacks against U.S. companies and critical infrastructure; changes to trade and tariff, immigration, energy and other policies resulting from governmental actions; changes in interest rate policies; the Russia-Ukraine war; conflicts in the Middle East including recent military confrontations involving the United States, Israel and Iran and related regional instability; and economic conditions and tensions involving China and other global powers.

 

6

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

 

Global geopolitical tensions and military conflicts have increased in recent years. These conflicts have contributed to volatility in global financial markets, disruptions in energy and commodity markets, and risks to global supply chains and international trade routes.

 

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions, and subsequent sanctions or related actions, instability, volatility or lack of liquidity in the financial markets, could adversely affect the Company’s business, financial and operating results.

 

Note 2 — Summary of Significant Accounting Policies

 

Basis of Consolidation and Presentation

 

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Rainwater Acquisition Corp (f.k.a Merger Sub 1) and RET. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

The unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. Certain disclosures normally included in financial statements have been condensed or omitted from these unaudited condensed consolidated financial statements as they are not required for interim financial statements under GAAP and the rules of the SEC. Accordingly, these unaudited condensed consolidated financial statements do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation of the financial position, operating results and cash flows for the periods presented have been included. Operating results for the three months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any future period.

 

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report Form 10-K as of December 31, 2025, as filed with the SEC on April 15, 2026, which contains the Company’s audited consolidated financial statements and notes thereto.

 

Use of Estimates

 

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents are stated at fair value and may include money market funds, U.S. Treasury and U.S. government-sponsored agency securities, corporate debt, commercial paper, and certificates of deposit. The Company had no cash equivalents as of June 30, 2026 and December 31, 2025.

 

Deferred Financing Costs

 

The Company capitalizes costs directly associated with equity financings until such financings are consummated, at which time such costs are recorded in additional paid-in capital against the gross proceeds of the equity financings. Costs associated with the prospectus supplement to the shelf registration statement on Form S-3 filed for the ATM program (as defined in Note 4) with the SEC on June 30, 2026 were capitalized and will be reclassified to additional paid-in capital on a pro rata basis when the Company completes offerings under the shelf registration. Any remaining unamortized costs will be expensed immediately should the Company terminate the ATM program prior to raising the full amount.

 

As of June 30, 2026, no sales has been made and the full aggregate amount of approximately $3.5 million remained available for sale under the ATM program. See Note 12, Subsequent Events.

 

7

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

 

Financial Instruments

 

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, either because of the short-term nature of the instruments or because the instruments are recognized at fair value.

 

Fair Value Measurements

 

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

 

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

 

Derivative Financial Instruments

 

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The assessment considers whether the financial instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the financial instruments meet all of the requirements for equity classification under ASC 815, including whether the financial instruments are indexed to the Company’s own ordinary shares, among other conditions for equity classification.

 

Foreign Currency Translation and Transactions

 

The U.S. dollar is the Company’s functional currency. Transactions denominated in currency other than the Company’s functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities denominated in foreign currencies are remeasured into the functional currency at the rates prevailing at the balance sheet date. The remeasurement of these transactions is included in the Company’s consolidated statements of operations within the general and administrative expenses.

 

During the three and six months ended June 30, 2026 and 2025, the only foreign currency transaction the Company incurred was the amount paid to its senior technology advisor in Australian Dollars. The amount of these foreign currency payments was translated into U.S. dollars.

 

Equipment and Construction In-Process Equipment

 

The Company capitalizes its cost to build its rainfall ionization equipment (the “Equipment”), including materials and allocated labor costs directly attributable to the construction of the Equipment. Upon the installation of the Equipment, the Company transfers its capitalized cost from Construction in-process Equipment to Equipment. Equipment that has been completed but has not yet been installed or otherwise placed into service remains within Construction in-process Equipment and is not depreciated until transferred into Equipment and placed into service. Construction in-process Equipment includes costs for units under construction or in transit prior to installation.

 

8

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

 

In July 2024, the Company completed its building process for its two initial units. As of June 30, 2026, the Company completed building a total of 10 additional units. All of these units were included in the Construction in-process Equipment until they are placed in service.

 

Depreciation begins when the equipment is placed into service and is recorded on a straight-line basis over the estimated useful life of the assets, which the Company currently estimates to be 10 years. At the time of retirement or other disposition of the Equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting loss, if any, will be reflected in operations.

 

As of December 31, 2024, no Equipment was placed in service. In November 2025, two systems were placed into service and was moved from Construction in-process Equipment into Equipment. During the three and six months ended June 30, 2026, the Company recorded approximately $10,000 and $20,000 of depreciation expense related to those units in the accompanying unaudited condensed consolidated statements of operations, respectively. The remaining 10 units were not placed in service and remained included in the Construction in-process Equipment as of June 30, 2026 and December 31, 2025 in the accompanying unaudited condensed consolidated balance sheets.

 

Field operations costs represent expenses incurred in connection with the installation of the Company’s AEI systems deployed in pilot installations and evaluation projects. These costs are expensed as incurred and primarily consist of labor, travel, site preparation and related operational expenses associated with system deployment and testing. As the Company is currently in an early stage of commercial deployment, certain installation activities may occur prior to the execution of revenue-generating customer agreements.

 

Equipment, including construction in-process Equipment, as of June 30, 2026 and December 31, 2025 was comprised of the following:

 

		June 30, 2026				December 31, 2025
Equipment:
Rainfall ionization equipment and systems, in-process		$	997,289			$	987,805
Rainfall ionization equipment and systems, completed			414,034				414,034
Less: Rainfall ionization equipment and systems, accumulated depreciation			(27,603	)			(6,901	)
Net rainfall ionization equipment and systems, completed			386,431				407,133
Total		$	1,383,720			$	1,394,938

 

Intangible Assets

 

Recognized intangible assets have finite lives and include acquired licenses for market-ready technology and designs of weather modification and rainfall ionization equipment. Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses.

 

Intangible assets with finite lives are amortized using the straight-line method over the estimated useful economic life. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the statements of operations and in the expense category that is consistent with the function of the intangible assets.

 

9

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

 

Intangible assets with finite lives are tested for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. These conditions may include a change in the extent or manner in which the asset is being used or a change in future operations. The Company assesses the recoverability of the carrying amount by preparing estimates of future revenue, margins, and cash flows. If the sum of expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, an impairment loss is recognized. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value of the asset. Fair value of these assets may be determined by a variety of methodologies, including discounted cash flow models. No impairment was recorded for the three and six months ended June 30, 2026 and 2025.

 

As of June 30, 2026 and December 31, 2025, the Company did not have any intangible assets with indefinite useful lives.

 

		Weighted Average		Carrying Value
		Useful Life (Years)		June 30, 2026				December 31, 2025
Intangible assets:
Licensed technology for weather modification		10		$	33,000			$	33,000
Purchased intellectual property for rainfall ionization equipment		10			83,750				83,750
Less:
Accumulated amortization					(41,836	)			(35,998	)
Total intangible assets, net				$	74,914			$	80,752

 

Research and Development Expenses

 

Research and development costs are expensed as incurred. Research and development expenses consist of expenditures incurred in the discovery and development of new products, processes or services and the improvement of existing products, processes or services and the cost of conducting trials.

 

Leases

 

The Company follows the guidance of FASB ASC Topic 842, “Leases,” which requires an entity to recognize a right-of-use (“ROU”) asset and a lease liability for virtually all leases. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company determines the present value of lease payments utilizing its incremental borrowing rate, as the implicit rate of interest in the respective leases is not readily determinable. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be.

 

The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company recognizes the lease payments associated with its short-term land leases as an expense on a straight-line basis over the lease term.

 

Stock-based Compensation

 

The Company’s policy is to account for stock-based compensation expense in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to performance conditions, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred.

 

10

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

 

Income Taxes

 

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

 

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed consolidated financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2026 and December 31, 2025. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2026 and December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major tax authorities since inception.

 

Net Loss Per Common Share

 

Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the periods. Diluted net loss per common share is computed by giving effect to all potential shares of common stock, including restricted stock awards (“RSAs”), warrants, and stock options, to the extent dilutive. Stock options and warrants with exercise prices greater than the average market price of the Company’s common stock for the period are excluded from the calculation of diluted net loss per share as their inclusion would be anti-dilutive. For the three and six months ended June 30, 2026 and 2025, due to a net loss, all potential shares of common stock were not included in the calculation of dilutive net loss per share as their effect would have been anti-dilutive. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented.

 

The net loss per common share presented in the consolidated statements of operations is based on the following for the three and six months ended June 30, 2026 and 2025:

 

		For the three months ended June 30,
		2026								2025
		Class A common stock				Class B common stock				Class A common stock				Class B common stock
Basic and diluted net loss per common share:
Numerator:
Allocation of net loss		$	(3,223,542	)		$	(23,115	)		$	(945,518	)		$	(7,253	)
Denominator:
Basic and diluted weighted average share outstanding			8,053,935				57,752				7,528,761				57,752
Basic and diluted net loss per common share		$	(0.40	)		$	(0.40	)		$	(0.13	)		$	(0.13	)

 

11

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

 

		For the six months ended June 30,
		2026								2025
		Class A common stock				Class B common stock				Class A common stock				Class B common stock
Basic and diluted net loss per common share:
Numerator:
Allocation of net loss		$	(5,070,338	)		$	(36,547	)		$	(2,416,677	)		$	(18,538	)
Denominator:
Basic and diluted weighted average share outstanding			8,012,108				57,752				7,528,761				57,752
Basic and diluted net loss per common share		$	(0.63	)		$	(0.63	)		$	(0.32	)		$	(0.32	)

 

Recent Accounting Pronouncements

 

Issued in November 2024, ASU 2024-03, Disaggregation of income Statement Expenses (Subtopic 220-40), requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to unaudited condensed consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the unaudited condensed consolidated financial statements. While early adoption is permitted, the Company does not plan to adopt this standard early. This ASU will likely result in additional disclosures being included in the Company’s unaudited condensed consolidated financial statements once adopted. The Company is currently evaluating the provisions of this ASU and the impact it will have on its unaudited condensed consolidated financial statements.

 

Note 3 — Business Combination

 

Business Combination

 

On December 31, 2024, the Company consummated its Business Combination pursuant to the terms of the Business Combination Agreement. The Business Combination was structured as follows:

 

a)

Prior to Closing, the sole outstanding share of Coliseum’s Class B ordinary shares was converted into one of Coliseum’s Class A ordinary shares, which was then converted into one share of the Company’s Class A common stock at Closing.

 

b)

Prior to Closing, pursuant to Extension Non-Redemption Agreements and the Sponsor Support Agreement, the Previous Sponsor and Sponsor Affiliate forfeited and surrendered for no consideration an aggregate of 606,972 of Coliseum’s Class A ordinary shares, and Coliseum issued 606,972 newly-issued Class A ordinary shares to the Extension Non-Redeeming Shareholders.

 

c)

On the Closing Date, each of Coliseum’s Class A ordinary shares issued and outstanding immediately prior to Closing (excluding redeemed public shares) was automatically converted into the right to receive one share of the Company’s Class A common stock, and each whole public warrant of Coliseum issued and outstanding immediately prior to Closing was assumed by the Company and became exercisable for shares of the Company’s Class A common stock.

 

12

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

 

d)

On the Closing Date, each of Coliseum’s private placement warrants was exchanged for 0.25 shares of the Company’s Class A common stock in the Warrant Exchange.

 

e)

On the Closing date, (i) each outstanding share of RET’s preferred stock and RET’s Class A common stock issued and outstanding immediately prior to Closing was converted into the right to receive a number of shares of the Company’s Class A common stock equal to the Exchange Ratio and (ii) each share of RET’s Class B common stock issued and outstanding immediately prior to Closing was converted into the right to receive a number of shares of the Company’s Class B common stock equal to the Exchange Ratio. The Exchange Ratio was approximately 1,434 shares of the Company’s common stock for every outstanding share of RET’s common stock. Following the Closing, an aggregate of 1,232 shares of RET’s preferred stock and 250 shares of RET’s Class A common stock were converted into 2,125,539 shares of the Company’s Class A common stock, and an aggregate of 40 shares of RET’s Class B common stock were converted into 57,752 shares of the Company’s Class B common stock.

 

f)

At Closing, each of RET’s 1,500 options outstanding was converted into 2,150,838  options of the Company on the same terms and conditions as were in effect with respect to RET’s option immediately prior to Closing, except that the exercise price per share of such option of the Company is equal to the quotient of (x) the exercise price per share of such option of RET in effect immediately prior to Closing divided by (y) the Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent), which is equal to an exercise price of $2.06 per share.

 

PIPE Subscriptions Receivable

 

In connection with the Closing, the Company entered into subscription agreements (collectively, the “PIPE Subscription Agreements”) with certain investors and related parties (the “PIPE Investors”) to sell an aggregate of 118,557 shares of Class A common stock at a purchase price of approximately $11.39 per share, for gross proceeds of $1.35 million. At the Closing, the Company received $700,000 of the PIPE investment and issued an aggregate of 61,474 shares of Class A common stock to the PIPE Investors and recorded a subscription receivable of $650,000 for the remaining PIPE investment on the consolidated balance sheet as of December 31, 2024.

 

On January 29, 2025, the Company received $500,000 pursuant to the PIPE Subscription Agreements and issued 43,910 shares of Class A common stock. On February 6, 2025, the Company received the remaining $150,000 and issued 13,173 shares of Class A common stock. The subscription receivable was fully paid on February 6, 2025.

 

Forward Purchase Agreement with Meteora

 

On December 30, 2024, Holdco entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Meteora Capital Partners, LP and affiliated funds (“Meteora”) for an OTC equity prepaid forward transaction. An aggregate of 361,858 shares of Class A common stock (the “Forward Purchase Shares”) are subject to the Forward Purchase Agreement, for which Meteora was paid approximately $4.1 million at Closing (the “Prepayment”) and the Company retained approximately $20,000 (the “Prepayment Shortfall”). The Forward Purchase Agreement matures on the date of the effectiveness of a certain registration statement filed by Holdco with the Securities and Exchange Commission following the Closing Date (the “Maturity Date”). Meteora may sell the Forward Purchase shares at any time following the Closing Date until the Maturity Date at a price not less than $10.00 per share. If Meteora sells any of the Forward Purchase Shares, Meteora will pay to Holdco $10.00 for each share sold, less the Prepayment Shortfall. On Maturity Date, any Forward Purchase Shares that have not been sold by Meteora will be returned to the Company for no consideration, provided that if the proceeds of the shares sold by Meteora prior to the Maturity Date is less than the Prepayment Shortfall, then Holdco will pay cash to Meteora in an amount equal to such difference.

 

13

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

 

The Company’s management determined that the prepaid Forward Purchase Agreement is a hybrid instrument with an embedded derivative (forward purchase contract), which meets the definition of a derivative and does not meet the criteria for the derivative accounting scope exception in ASC 815. As such, the embedded derivative is recognized initially and subsequently at fair value, with changes in fair value reported in earnings in accordance with ASC 815. Because the bifurcated embedded derivative is a forward contract, it must have an initial fair value of zero. As a result, the prepayment amount was allocated entirely to the host contract, which represents a receivable classified as contra-equity. Any shares issued under the Forward Purchase Agreement were accounted for and classified as issued and outstanding for accounting purposes.

 

Until the earlier of 1) the Maturity Date, and 2) the date that gross proceeds from the sale of the shares by Meteora equal 100% of the “Prepayment Shortfall”, the Company recognizes a liability for the Prepayment Shortfall at fair value, with subsequent changes in fair value recognized in the Company’s consolidated statements of operations each reporting period until the Maturity Date. As of December 31, 2024, the prepayment shortfall liability was recorded at maximum value.

 

Upon receipt of consideration related to the sale of any shares sold by Meteora, the Company will record the receipt of funds as an increase to cash and a decrease to the “Prepayment Shortfall liability” until the “Prepayment Shortfall Liability” is zero, and then any remaining proceeds received will reduce the receivable previously recorded as contra-equity.

 

The Company incurred no transaction costs that were directly related to issuance of the Forward Purchase Agreement.

 

The Company recorded the $4.1 million of Prepayment amount paid at closing on December 31, 2024 within additional paid-in capital and approximately $21,000 in shortfall payment liability in the accompanying consolidated balance sheet.

 

As of June 30, 2026 and December 31, 2025, the value of the shortfall payment liability of approximately $21,000 remained unchanged.

 

Public and Private Placement Warrants

 

Prior to Closing, Coliseum had 5,000,000 public warrants and 3,225,000 private placement warrants outstanding. In connection with the Business Combination, as discussed above, an aggregate of 3,225,000 private placement warrants were converted into 806,250 shares of Class A common stock, and all of the public warrants were exchanged into warrants to purchase 5,000,000 shares of Class A common stock on a one-to-one basis.

 

Redemption 

 

Prior to the Closing, certain Coliseum public shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 1,063,698 Coliseum public shares for an aggregate payment of approximately $12.1 million. After redemptions, there was a total of 723,414 Coliseum public shares and an aggregate of approximately $8.25 million remaining in Coliseum’s trust account, and was later converted into Class A common stock in connection with the Business Combination.

 

Transaction Proceeds

 

The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statement of changes in stockholders’ equity for the year ended December 31, 2024:

 

Cash-Trust Account, net of redemptions		$	8,251,024
Less: transaction costs and professional fees, paid directly from Trust Account			(4,270,760	)
Net proceeds received from Trust			3,980,264
Less: private placement warrant liabilities			(350,000	)
Less: related party notes			(2,558,340	)
Less: accounts payable and accrued expenses			(2,113,096	)
Reverse recapitalization, net		$	(1,041,172	)

 

The number of shares of common stock issued immediately following the consummation of the Business Combination were:

 

14

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

 

		Class A Common Stock				Class B Common Stock
Coliseum Public Shares, outstanding prior to the Business Combination			1,787,112				-
Less: Redemption of Coliseum Class A common stock			(1,063,698	)			-
Public shares of Coliseum, including 361,556 shares subject to the Forward Purchase Agreement (as described below)			723,414				-
Coliseum Founder Shares, outstanding prior the Business Combination			3,750,000				-
Coliseum Private Placement Warrants converted to Class A Common shares			806,250				-
Business Combination shares
RET Shares			2,125,539				57,752
Issuance of shares in connection with PIPE			118,557				-
Class A common stock issued for services			5,000				-
Common Stock immediately after the Business Combination			7,528,761				57,752

 

The number of RET shares was determined as follows:

 

		Legacy RET Shares				RET Shares after conversion ratio
Preferred Stock			1,232				1,766,554
Class A Common Stock			250				358,985
Class B Common Stock			40				57,752
Total			1,522				2,183,291

 

Note 4 —  At-the-Market Offering Program

 

On June 30, 2026, the Company entered into a Sales Agreement (the “Sales Agreement”) with Needham & Company, LLC (“Needham”), pursuant to which the Company may offer and sell, from time to time, shares of its Class A common stock having an aggregate offering price of up to approximately $3.5 million through Needham. Any sales of shares under the Sales Agreement will be made pursuant to the Company’s effective shelf registration statement on Form S-3, including the related prospectus supplement.

 

Needham will be entitled to compensation of up to 3.0% of the gross sales price of any shares sold under the Sales Agreement. The Company has also agreed to reimburse certain expenses of Needham and to provide customary indemnification, representations, warranties and covenants under the terms of the Sales Agreement.

 

The Company intends to use the net proceeds from sales of common stock, if any, under the Sales Agreement primarily for working capital, capital expenditures and other general corporate purposes.

 

Sales of shares under the Sales Agreement, if any, may be made in transactions that are deemed to be “at-the-market offerings,” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (“ATM program”). The Company is not obligated to sell any shares under the Sales Agreement and may suspend or terminate the offering at any time in accordance with the terms of the Sales Agreement. During the three and six months ended June 30, 2026, no shares of the Company’s Class A common stock were issued or sold under the Sales Agreement. As of June 30, 2026, an aggregate of approximately $3.5 million remained available for sale under the ATM program. See Note 12, Subsequent Events.

 

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

 

Note 5 — Intangible Assets

 

Patent License

 

On November 21, 2022, the Company entered into a license agreement with Dr. Theodore Anderson, a plasma physicist, whereby the Company was granted an exclusive, worldwide license under certain of Dr. Anderson’s patents. The consideration paid for the license of $33,000, which was fully paid in November of 2022, was recorded as a finite-lived intangible asset.

 

Consulting Agreement for Rainfall Ionization Equipment

 

The Company entered into a consulting agreement to engage its senior technology advisor who provides strategic technology leadership and advisory services to the Company, Scott Morris in 2022, pursuant to which the Company agreed to pay him a one-time fee upon execution of the agreement and a consulting fee of AUD 250,000 per year (equivalent to approximately $170,000 as of the effective date). In February 2025, the agreement was amended to increase the annual consulting fee to $186,000, and in June 2025, the annual consulting fee was further increased to $252,000 in exchange for the consultant assuming an additional role and responsibilities. The agreement also provided for success fees payable upon the achievement of specified sales and development milestones. On March 19, 2026, the agreement was amended to add three additional milestones, each of which would entitle Mr. Morris to a $25,000 cash bonus.  In November 2025, the Company paid an aggregate of $50,000 in milestone payments to the Technical Advisor in connection with the achievement of certain development milestones.

 

In connection with the consulting agreement, the Company also obtained from Mr. Morris an irrevocable, perpetual, non-exclusive license under certain engineering designs in connection with rainfall ionization equipment and systems. The Company fully paid the license amount of $83,750 in June 2023.

 

Intangible Assets

 

Intangible assets as of June 30, 2026 and December 31, 2025 are composed of licenses under certain patents and designs for weather modification and rainfall ionization equipment to Dr. Anderson and Mr. Morris as discussed above.

 

The Company amortizes these intangible assets on a straight-line basis over the estimated useful lives of the assets under the full-month convention. The Company plans to continually adapt to incorporate new technologies and to expand into markets that may be created by new technologies for rainfall, snowfall enhancement and fog dispersion. As a result, the Company estimates a useful life of ten years for these intangible assets based on the Company’s expected period of technological relevance and use.

 

The Company incurred approximately $3,000 and $6,000, respectively, in amortization expense for each of the three and six months ended June 30, 2026 and 2025, which was included in the accompanying unaudited condensed consolidated statements of operations. For the three and six months ended June 30, 2026 and 2025, there were no impairment charges associated with the Company’s intangible assets.

 

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

 

Note 6 — Commitments and Contingencies

 

Leases

 

Short-term Land Lease

 

On September 10, 2025, the Company entered into a lease agreement to lease a parcel of land in Colorado (“Colorado Lease”), which served as its installation site for the Company’s first Equipment unit. The lease commencement date is the date selected by the Company within 30 days following the applicable government hearing granting permission for use. The Company obtained its permit on October 29, 2025, and selected November 1, 2025 as the lease commencement date. The lease has an initial term of one year and includes four options to extend the term, each for an additional one-year period. The monthly payment under the Colorado Lease will automatically increase for each extension term at the rate of 5%. During the three and six months ended June 30, 2026 and 2025, the Company recognized $7,500 and $15,000 of rent expense in connection with such lease within the general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations, respectively. The Colorado Lease was not in effect during the three and six months ended June 30, 2025, and accordingly, no rent expense related to the lease was recognized during those periods.

 

On September 21, 2025, the Company entered into another land lease agreement for a parcel of land in Utah (“Utah Lease”) dependent on obtaining a government permit from the State of Utah which was granted on October 6, 2025. The lease commencement date is the date selected by the Company within 30 days following the applicable government hearing granting permission for use. The lease has an initial term of one year and includes four options to extend the term, each for an additional one-year period. The Utah Lease has a monthly base rate of $200, which will automatically increase for each extension term at the rate of 5%.

 

Warehouse Lease

 

Effective April 1, 2026, the Company entered into an operating lease for warehouse space in Brighton, Colorado. The lease has an initial term of three years and expires on March 31, 2029. The lease includes one option to extend the lease term for an additional three years at then-current market rates. The Company determined that the renewal option is not reasonably certain to be exercised and, accordingly, it is not included in the lease term. The Company paid a refundable security deposit of $5,433, which is included in other assets in the accompanying unaudited condensed balance sheet.

 

Upon commencement of the lease, the Company recognized an operating lease right-of-use asset and corresponding operating lease liability of $118,333. As of June 30, 2026, the operating lease right-of-use asset had a carrying value of $108,979. The operating lease liability as of June 30, 2026 consisted of the following:

 

Operating lease liability, current		$	37,377
Operating lease liability, non-current			71,908
Total operating lease liability		$	109,285

 

Future minimum lease payments under the operating lease as of June 30, 2026 were as follows:

 

Year Ending December 31,		Amount
Remaining 2026		$	20,250
2027			41,411
2028			42,654
2029			10,742
Total lease payments		$	115,057
Less: imputed interest			(5,772	)
Present value of operating lease liability		$	109,285

 

17

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

 

Other Revenue

 

In January 2026, the Company entered into a service agreement with the Utah Division of Water Resources to support the installation of a generator to facilitate radiometer data ingestion associated with the Company’s rainfall monitoring infrastructure. The agreement provided for payment of $10,500 to the Company in connection with the installation.

 

The Company completed the installation, received payment for the services in February 2026, and recognized revenue of $10,500 upon completion of the installation, which represents the satisfaction of the Company’s performance obligation in accordance with ASC 606. This activity is not part of the Company’s primary operations related to its AEI technology and is considered incidental in nature. The Company has not generated revenue from its core business activities to date.

 

Note 7 — Related Party Transactions

 

Note Payable and Line of Credit from Related Parties

 

Note Payable

 

On February 2, 2023, RET issued a promissory note (the “Note”) to its former CEO, Mr. You, and Mr. de Masi for $200,000 each, or an aggregate amount of $600,000. The Note has an annual interest rate of 5%. The Note amount owed to RET’s former CEO and Mr. de Masi totaling $400,000 remains as outstanding due on demand, and the $200,000 Note amount owed to Mr. You was included in the Rollover amount described below.

 

Line of Credit

 

On December 30, 2024, the Company entered into a loan agreement (the “Loan Agreement”) with RHY Management LLC (“RHY”), an affiliate of Harry You, Holdco’s Chairman and a greater than 10% shareholder, pursuant to which RHY agreed to issue a line of credit (the “LOC”) to the Company for up to $7 million, which was later amended effective as of March 31, 2026 to increase to the available funding to $10 million, in addition to the Rollover amount described below (such amounts borrowed under the LOC, together with the Rollover, the “Loan”). The Loan 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”).

 

Prior to closing of the Business Combination, the outstanding amount that Coliseum and RET owed to Mr. You and his affiliates was approximately $3.1 million. All of these outstanding amounts (the “Rollover”) were assigned to and assumed by the Company and are treated for all purposes as Loans outstanding under the Loan Agreement. The Rollover amount does not reduce the $10 million funding available to the Company under the LOC.

 

Partial Conversion of Loan

 

On June 5, 2026, the Company entered into an agreement to partially convert the Loan owed to RHY and its affiliates (the “Conversion Agreement”), pursuant to which an aggregate of $4,000,000 of Loan was converted into 1,612,903 shares of Class A common stock at a price per share equal to the volume-weighted average price of the Class A common stock for the ten trading days preceding the date of the Conversion Agreement, which was $2.48 per share.

 

18

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

 

In connection with the Conversion Agreement, on June 5, 2026, RHY entered into a joinder to the lock-up agreement dated December 31, 2024 (the “Lock-Up Joinder”), which provides that the shares of Class A common stock issued to RHY pursuant to the Conversion Agreement are subject to transfer restrictions until the earlier of (x) December 31, 2026 and (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their shares of common stock for cash, securities or other property.

 

As of June 30, 2026 and December 31, 2025, the Company had outstanding balance of approximately $8.5 million and $9.1 million (including the $3.1 million Rollover) under the Loan Agreement, respectively.

 

As of June 30, 2026 and December 31, 2025, the Company had an outstanding accrued interest balance in connection with both the Note and the LOC of approximately $772,000 and $323,000, respectively.

 

Employment Agreement

 

Effective January 2, 2025, RET entered into a binding offer letter (the “Offer Letter”), which was later amended on June 27, 2025, with its new CEO, Mr. Seidl. Pursuant to the amended Offer Letter, the Company agreed to pay to the CEO (i) an annual salary of $500,000, (ii) an annual incentive bonus up to 200% of his base salary, subject to Board approval, which will be subject to the achievement of Company and/or individual performance goals mutually agreed by the CEO and the Board or the Compensation Committee, and (iii) a cash bonus of $5.82 million (the “Retention Bonus”) payable on the earlier of (x) December 31, 2028, (y) the date on which the Company terminates the CEO’s employment without cause, or (z) the date on which a change of control is consummated. The Company accrues the Retention Bonus over the period of service. As of June 30, 2026 and December 31, 2025, the Company accrued approximately $1.7 million and $831,000 of Retention Bonus, respectively. In addition, the Company also accrued $1 million of annual incentive bonus for 2025 in accrued expenses to related party in the accompanying consolidated balance sheet as of December 31, 2025. The Company paid the $1 million annual incentive bonus for 2025 to Mr. Seidl in March 2026, pursuant to the Board’s determination and approval.

 

Mr. Seidl is also entitled to equity awards under the Company’s equity incentive plan, subject to approval by the Board and the Compensation Committee. On September 5, 2025, the Company granted 602,320 RSAs to Mr. Seidl, 50% of which vested on January 1, 2026 and 50% of which shall vest on January 1, 2027, subject to continued employment or service through such vesting date.

 

Termination Letter

 

On January 29, 2025, Holdco, RET and Christopher Riley entered into a letter agreement whereby Mr. Riley resigned as Co-Chief Executive Officer of the Company and RET effective as of January 30, 2025 (the “Termination Letter”). Mr. Riley remains as a member of the Board. The Company appointed Randall Seidl to serve as Co-Chief Executive Officer effective as of January 2, 2025 as discussed above. Following the resignation of Mr. Riley, Mr. Seidl is the Company’s sole Chief Executive Officer.

 

Pursuant to the Termination Letter, in lieu of all other compensation and payments of any kind due and payable to Mr. Riley, the Company agreed to pay Mr. Riley an aggregate of $124,500, payable in 18 monthly installments beginning in February 2025 in consideration for his past services. As of June 30, 2026 and December 31, 2025, the Company had an aggregate of approximately $7,000 and $48,000 remaining outstanding in connection with such agreement that was included in accrued expenses in the accompanying consolidated balance sheets, respectively.

 

The Termination Letter also provides that, subject to approval by the Compensation Committee of the Board, Mr. Riley will be granted 10,000 shares of the Company’s Class A common stock that vest one year from the date of grant. Mr. Riley continues to serve as a member of the Board and is eligible to receive equity awards under the Company’s non-employee director compensation program as discussed below. On June 5, 2026, together with grants of Class A common stock to certain other directors, the Company granted Mr. Riley an equity award of 50,000 shares of Class A common stock that superseded the commitment to grant 10,000 shares of Class A common stock.

 

19

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

 

Board of Directors Agreement

 

On April 1, 2025, the Board increased the size of the Board from five to seven directors and appointed Mr. Marcus Peperzak and Mr. Robert Reardon to the Board to fill the resulting vacancies as Class II and Class I directors, respectively. On December 22, 2025, the Board further increased its size from seven to eight directors and appointed Mr. David Sylvester as a Class II director.

 

In connection with their appointments to the Board, Mr. Reardon, Mr. Peperzak and Mr. Sylvester each entered into Director Agreements which are the form of agreement adopted by the Board in April 2025 to govern the terms of service and compensation of the Company’s non-employee directors (the “Director Agreements”). Additionally, effective as of April 4, 2025, the Company entered into Director Agreements with Lyman Dickerson, Alexandra Warsh (professionally known as Alexandra Steele), and Christopher Riley, each non-employee members of the Board. Pursuant to the terms of the Director Agreements, the Company agreed to pay to each Board member (i) subject to approval by the Board and compensation committee of the Board (the “Compensation Committee”), a cash payment of $12,500 promptly following attendance at each quarterly Board meeting, for a total annual cash compensation of $50,000; and (ii) subject to approval by the Board and the Compensation Committee, a grant of restricted stock, with the number of shares and terms to be determined by the Board. The Company recognized expenses of $75,000 and $150,000 related to these agreements during the three and six months ended June 30, 2026, respectively, and $100,000 during both the three and six months ended June 30, 2025, which were included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. See Note 10 for additional information regarding equity awards granted to members of the Board.

 

Note 8 — Warrants

 

As of June 30, 2026 and December 31, 2025, the Company has 5,000,000 warrants to purchase Class A common stock (“Warrants”) outstanding, which was the rollover of the 5,000,000 Coliseum public warrants upon closing of the Business Combination. The Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Warrants. The Warrants became exercisable on January 31, 2025 and will expire on December 31, 2029 at 5:00 p.m., New York City time, or earlier upon liquidation. Each Warrant entitles the holder thereof to purchase one share of Class A common stock at an initial exercise price of $11.50 per share and exercisable on a cashless basis under certain circumstances specified in the warrant agreement.

 

The Warrants are being accounted for as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. Refer to Notes 3 and 9 for additional information on the fair value measurements of these warrants.

 

Note 9 — Fair Value Measurements

 

Financial liabilities measured at fair value during the periods on a recurring basis consisted of the following as of June 30, 2026 and December 31, 2025:

 

June 30, 2026

 

		Fair Value Hierarchy
		Level 1				Level 2				Level 3				Total
Financial liabilities:
Warrant liabilities – Public Warrants		$	-			$	925,000			$	-			$	925,000
Shortfall payment liability			-				-				20,636				20,636
Total financial liabilities		$	-			$	925,000			$	20,636			$	945,636

 

20

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

 

December 31, 2025

 

		Fair Value Hierarchy
		Level 1				Level 2				Level 3				Total
Financial liabilities:
Warrant liabilities – Public Warrants		$	-			$	1,250,000			$	-			$	1,250,000
Shortfall payment liability			-				-				20,636				20,636
Total financial liabilities		$	-			$	1,250,000			$	20,636			$	1,270,636

 

The Warrants are listed on the Nasdaq under the ticker “RAINW”. As of June 30, 2026 and December 31, 2025, the fair value measurements for the Warrants were classified as Level 2 due to low trading volume.

 

During the three and six months ended June 30, 2026 and 2025, there were no transfers between levels of the fair value hierarchy.

 

Note 10 — Stockholders’ Deficit

 

Shares Authorization

 

The Company is authorized to issue 30,000,000 shares of Class A common stock, par value $0.0001, 1,000,000 shares of Class B common stock, par value $0.0001, and 1,000,000 shares of preferred stock, par value $0.0001.

 

Class A common stock entitles the holders thereof to one vote per share on all matters on which the shares of Class A common stock is entitled to vote, and Class B common stock entitles the holders thereof to fifteen votes per share on all matters on which the shares of Class B common stock are entitled to vote. Additionally, for so long as the RET Founders (Paul T. Dacier, Harry L. You, and Niccolo de Masi, or their affiliates) hold at least 20% of the number of shares of Class B common stock collectively held by them as of the Closing, the RET Founders have rights that are different from unaffiliated shareholders, including the right to fill vacancies on the Board and to call special meetings of shareholders. The Articles permit action by written consent of the shareholders and requires that amendments to the Articles be approved by a majority of the shares of common stock entitled to vote in lieu of two-thirds of the shares of common stock entitled to vote on the matter after the date on which the issued and outstanding Class B common stock represents less than 50% of the total voting power of the then outstanding shares of capital stock entitled to vote.

 

The dual class structure will terminate on December 31, 2029, or earlier (i) at the option of the holder at any time, (ii) automatically on the date on which the RET Founders or their Permitted Transferees collectively own twenty percent (20%) or less of the number of shares of Class B common stock collectively held by such persons or their Permitted Transferees immediately after the completion of the Business Combination, (iii) automatically upon the occurrence of a transfer of Class B common stock that is not a Permitted Transfer, and (iv) automatically on the date specified by the affirmative vote of the holders of Class B common stock representing not less than two-thirds (2∕3) of the voting power of the Class B common stock. The Class A common stock and the Class B common stock have identical economic rights, including dividend and liquidation rights.

 

Incentive Plan

 

Effective December 31, 2024, in connection with the Closing, the Company adopted the 2024 Equity Incentive Plan (the “2024 Incentive Plan”), which authorizes the grant of equity and equity-based incentive awards to officers, employees, non-employee directors and consultants.

 

The Company initially reserved 747,168 shares of Class A common stock for the issuance of awards under the 2024 Incentive Plan. The number of shares reserved for issuance under the 2024 Incentive Plan will increase automatically on January 1 of each of 2025 through 2034 by the number of shares equal to 5.0% of the total number of outstanding shares (rounded down to the nearest whole share) of Class A common stock as of December 31 of the immediately preceding year, and increased to 1,530,160 as of January 1, 2026. Notwithstanding anything to the contrary in the 2024 Incentive Plan, no more than the number of shares of Class A common stock initially reserved under the 2024 Incentive Plan may be issued pursuant to the exercise of incentive stock options (“ISOs”) under the 2024 Incentive Plan.

 

21

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

 

Shares of Class A common stock underlying awards that are forfeited, canceled, expire unexercised, or are settled in cash will again become available for issuance under the 2024 Incentive Plan. In the event of any change in the Company’s capitalization, the Compensation Committee of the Board may, in its sole discretion, make equitable adjustments to (i) the number of shares reserved under the plan, (ii) the number of shares subject to outstanding awards, (iii) applicable award limits, and (iv) the exercise price of outstanding options.

 

The 2024 Incentive Plan has a term of 10 years from December 31, 2024, after which no additional awards may be granted. The Board may amend, suspend, or terminate the plan at any time, subject to stockholder approval to the extent required by law or the plan’s provisions.

 

As of June 30, 2026 and December 31, 2025, there were 1,530,160 and 1,123,606 shares of Class A common stock, respectively, authorized for issuance under the 2024 Incentive Plan. As of such dates, an aggregate of 1,142,320 and 602,320 shares, respectively, had been granted under the 2024 Incentive Plan, leaving 387,840 and 521,286 shares, respectively, available for future grants.

 

Preferred Stock

 

As of June 30, 2026 and December 31, 2025, there were no preferred shares outstanding.

 

Class A Common Stock

 

As of June 30, 2026 and December 31, 2025, the Company had an aggregate of 10,283,984 and 8,131,081 shares (including 301,160 and 602,320 unvested restricted stock awards, respectively) of Class A common stock issued and outstanding, respectively.

 

Class B Common Stock

 

As of June 30, 2026 and December 31, 2025, the Company had an aggregate of 57,752 shares of Class B common stock issued and outstanding as a result of the conversion of shares in connection with the closing of the Business Combination as discussed in the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2025.

 

Stock Options

 

On August 23, 2024, the Company granted 1,433,892 and 716,946 options, as retroactively restated to reflect the Business Combination, to purchase RET’s Class A common stock to Harry You and Niccolo de Masi, respectively. The options expire ten years from the date of grant, had an exercise price of $2.06 and were fully vested upon the grant date. The Company fully recognized the fair value of the stock option as stock-based compensation expenses upon issuance in August 2024. As of June 30, 2026 and December 31, 2025, the Company had an aggregate of 2,150,838 options issued and outstanding.

 

Restricted Stock Awards (RSAs)

 

RSAs are awards of common stock that are legally issued and outstanding. RSAs are subject to time-based restrictions on transfer and unvested portions are generally subject to a risk of forfeiture if the award recipient ceases providing services to the Company prior to the lapse of the restrictions or does not meet certain performance conditions.

 

New Issuance

 

On June 5, 2026, the Company issued an aggregate of 540,000 shares of Class A common stock pursuant to the Rain Enhancement Technologies Holdco, Inc. 2024 Equity Incentive Plan, as follows: (i) 80,000 shares were issued to each of Lyman Dickerson, Alexandra Steele, Robert Reardon, and Marcus Peperzak, 50,000 shares were issued to Christopher Riley, and 40,000 shares were issued to David Sylvester, each directors of the Company, as payment of director compensation pursuant to their director agreements (see Note 7), (ii) 50,000 shares of to its Interim Chief Financial Officer, (iii) 50,000 shares were issued to Mr. Morris, and (iv) 30,000 shares were granted to Christopher Monroe, an independent contractor. All of these shares were fully vested upon issuance.

 

22

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

 

The following summarizes the Company’s restricted stock award activity and the RSAs outstanding:

 

						Weighted Average				Weighted Average Remaining Contractual
		Shares				Grant Date Fair Value				Life (in years)
Unvested at December 31, 2025			602,320			$	-
Granted			540,000				-
Forfeited			-				-
Vested			(841,160	)			-
Unvested at June 30, 2026			301,160				-				0.51

 

The aggregate fair value was calculated based on the closing market price of the Company’s common stock on the date of grant and is recognized ratable over the vesting period. The Company recognized approximately $1.4 million and approximately $1.7 million of stock compensation expense within the general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2026, respectively. There was no issued or outstanding RSAs during the three and six months ended June 30, 2025. As of June 30, 2026 and December 31, 2025, total unrecognized compensation cost related to RSAs was approximately $508,000 and $1.0 million, which is expected to be recognized over a remaining weighted-average vesting period of 0.51 years and 1.5 years, respectively.

 

Note 11 — Segment Information

 

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

 

The Company operates and manages the business as one reportable and operating segment, which is the business of developing, manufacturing and commercializing AEI technology. The Company’s Chief Executive Officer has been identified as the chief operating decision maker (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.

 

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include the following:

 

		For the three months ended June 30,								For the six months ended June 30,
		2026				2025				2026				2025
Other revenue		$	-			$	-			$	10,500			$	-
Field operations costs			104,545				-				197,423				-
General and administrative and state tax expenses			1,469,239				1,069,799				3,000,476				2,412,281
Research and development expenses			31,873				-				72,632				-
Other significant non-cash items:
Stock based compensation expense			1,437,656				-				1,695,799				-
Depreciation expense			10,351				-				20,702				-
Amortization expense			2,919				2,919				5,838				5,838
Loss from operations			(3,056,583	)			(1,072,718	)			(4,982,370	)			(2,418,119	)
Total other income (expenses)			(190,074	)			119,947				(124,515	)			(17,096	)
Net loss		$	(3,246,657	)		$	(952,771	)		$	(5,106,885	)		$	(2,435,215	)

 

23

 

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

 

		June 30, 2026				December 31, 2025
Cash		$	32,608			$	213,688
Accounts payable and accrued expenses		$	2,203,218			$	1,562,630

 

As the Company has not earned any revenue for its main core of services, the key measures of segment profit or loss reviewed by the Company’s CODM are field operations costs, general and administrative expenses, research and development expenses to monitor, manage and forecast cash to ensure enough capital is available for working capital needs. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

 

Note 12 — Subsequent Events

 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through August 14, 2026, the date at which the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that required adjustment or disclosure in the unaudited condensed consolidated financial statements, except as noted below.

 

Subsequent to June 30, 2026, the Company borrowed additional amounts under the LOC in the aggregate amount of approximately $426,000, increasing the outstanding balance under the LOC to approximately $8.9 million. On August 10, 2026, the Company repaid approximately $555,000 of accrued interest under the LOC to the lender.

 

Subsequent to June 30, 2026, the Company sold an aggregate of 1,362,315 shares of its Class A common stock under the ATM program for gross proceeds of approximately $2.3 million and incurred approximately $309,000 in allocated offering costs.

 

On August 5, 2026, the Company entered into an exclusive representation and equipment lease agreement with Ulusal Atmosferik Sistemler Ve Iklim Teknolojileri Sanayi Ve Ticaret Anonim Sirketi (“UASIT”), a Turkey-based company focused on water resource management, climate adaptation and mitigation, sustainable agriculture and forestry management. Under the agreement, UASIT became RET's exclusive representative for the deployment of the Company’s WETA platform in the Republic of Turkey. The agreement also provides for the lease of two WETA units for an initial term of 60 months subject to certain performance metrics, and includes renewal and purchase option provisions, subject to the terms and conditions of the agreement. The agreement is contingent upon the Company receiving an order for the leased units on or before December 31, 2026. The Company has not received the order as of the filing date.

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this quarterly report. References in this quarterly report on Form 10-Q (this “Report”) to the “Company,” “Holdco”, “us” or “we” refer to Rain Enhancement Technologies Holdco, Inc. on a consolidated basis. References to our “management” or our “management team” refer to our officers and directors.

 

Special Note Regarding Forward-Looking Statements

 

This Report includes “forward-looking statements” for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements regarding, among other things, the plans, strategies and prospects, both business and financial, of the Company. All statements, other than statements of historical fact included in this Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to “Item 4. Risk Factors” in this Report, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, and in our other Securities and Exchange Commission (“SEC”) filings. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 

Overview

 

We were founded to provide the world with reliable access to water, one of life’s most important resources. To achieve this mission, we aim to develop, manufacture and commercialize atmospheric enhancement by ionization (AEI) technology.

 

We are combining unique expertise and personnel to develop, improve and commercialize AEI technology that enhances rainfall and snowfall when conditions are appropriate in the atmosphere. We are building our proprietary Weather Enhancement Technology Array (“WETA”) platform with software, meteorology, hardware, product design and operations to make rain and snowfall enhancement more dependable. We aim to improve the existing rain and snowfall enhancement technologies by introducing robust measurement tools, including automation technology, rain gauges, and weather stations, to more precisely quantify the positive water benefit generated by our systems.

 

We aim to develop, invent, improve, manufacture, commercialize and operate technologies that enhance rainfall and elevate water reserves. We believe that our future services will yield potable water that can be used for all purposes. The projected cost (not including land costs, which are still being determined) and energy requirements for our future technology are modest on a per gallon basis for communities and ecosystems, estimated to be $0.10 per cubic meter, less than other alternative technologies. We aim to enhance agricultural, industrial and household water supplies for all the communities in which we operate by developing technology and services to serve governmental and commercial clients’ needs in creating water resiliency and abundance.

 

Our business model is based on a unique one-to-many community-centric business model. The numerous client segments to which we market include large landowners including agriculture, resorts, energy and transportation companies, insurance and reinsurance companies, decarbonization initiatives of major corporations and philanthropists, supranational governmental organizations, and city, county, state, federal and non-U.S. governments. In addition, we aim to leverage our offerings and enhance our potential market position by exploring ways to expand our future water generation products through licensing and acting as a channel partner for additional water generation technologies. 

 

 

Since the beginning of 2025 we have continued advancing the commercialization of our technology, including manufacturing and deploying additional rain and snowfall enhancement systems and conducting field deployments with potential governmental and commercial clients. We have also expanded our network of industry experts and consultants supporting system development, project execution and commercial outreach, and continued research and development activities aimed at improving system performance and exploring potential adjacent atmospheric water applications.

 

We have a limited operating history, and our ability to generate revenue sufficient to achieve profitability will depend on our ability to successfully build and commercialize AEI technology and successfully execute our sales strategy.

   

Business Combination

 

On December 31, 2024 (the “Closing Date”), our company, RET, Coliseum Acquisition Corp., and the merger subsidiaries consummated the business combination pursuant to the Business Combination Agreement (the “Business Combination”). Following the closing, we became the publicly traded parent company and holds all of the equity interests of RET.

 

The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Coliseum was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of RET issuing stock for the net assets of Coliseum, accompanied by a recapitalization. The net assets of Coliseum were stated at historical cost, with no goodwill or other intangible assets recorded.

 

Our common stock and warrants commenced trading on the Nasdaq Stock Market LLC under the symbols “RAIN” and “RAINW”, respectively, on January 2, 2025.

 

PIPE Subscriptions

 

In connection with the Closing, we entered into subscription agreements (collectively, the “PIPE Subscription Agreements”) with certain investors and related parties (the “PIPE Investors”) to sell an aggregate of 118,557 shares of Class A common stock at a purchase price of approximately $11.39 per share, for gross proceeds of $1.35 million. At the Closing, we received $700,000 of the PIPE investment and issued an aggregate of 61,474 shares of Class A common stock to the PIPE Investors and recorded a subscription receivable of $650,000 for the remaining PIPE investment on the consolidated balance sheet as of December 31, 2024.

 

On January 29, 2025, we received $500,000 pursuant to the PIPE Subscription Agreements and issued 43,910 shares of Class A common stock. On February 6, 2025, we received the remaining $150,000 and issued 13,173 shares of Class A common stock. As of February 6, 2025, the subscription receivable had been fully paid.

 

Forward Purchase Agreement with Meteora

 

On December 30, 2024, we entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Meteora Capital Partners, LP and affiliated funds (“Meteora”) for an OTC equity prepaid forward transaction. An aggregate of 361,858 shares of Class A common stock (the “Forward Purchase Shares”) are subject to the Forward Purchase Agreement, for which Meteora was paid approximately $4.1 million at Closing (the “Prepayment”) and we retained approximately $21,000 (the “Prepayment Shortfall”). The Forward Purchase Agreement matures on the date of the effectiveness of a certain registration statement filed by us with the Securities and Exchange Commission following the Closing Date (the “Maturity Date”). Meteora may sell the Forward Purchase shares at any time following the Closing Date until the Maturity Date at a price not less than $10.00 per share. If Meteora sells any of the Forward Purchase Shares, Meteora will pay to us $10.00 for each share sold, less the Prepayment Shortfall. On Maturity Date, any Forward Purchase Shares that have not been sold by Meteora will be returned to us for no consideration, provided that if the proceeds of the shares sold by Meteora prior to the Maturity Date is less than the Prepayment Shortfall, then we will pay cash to Meteora in an amount equal to such difference. The forward purchase agreement remains subject to its contractual terms, including settlement provisions tied to the effectiveness of a registration statement.

 

 

Loan Agreement with an Affiliate of Harry You

 

On December 30, 2024, we entered into the Loan Agreement with RHY Management LLC (“RHY), an affiliate of Harry You, pursuant to which RHY committed to provide us with up to $7 million in new loans, which was later amended on March 31, 2026 to increase the loan commitment to up to $10 million. In addition, approximately $3.1 million of existing loans and advances owed to Mr. You and his affiliates were rolled into the Loan Agreement.

 

On March 11, 2026, our Compensation Committee and the Board approved repayment of the amounts due under the Loan Agreement of up to 30% of any amount received by us from any potential future capital raise net of any underwriting, legal, and accounting fees and related costs.

 

On June 5, 2026, we entered into an agreement to convert a portion of the Loan owed to RHY and its affiliates (the “Conversion Agreement”), pursuant to which an aggregate of $4,000,000 of Loan was converted into 1,612,903 shares of Class A Common Stock at a price per share equal to the volume-weighted average price of the Class A Common Stock for the ten trading days preceding the date of the Conversion Agreement, which was $2.48 per share.

 

As of June 30, 2026 and December 31, 2025, we had outstanding balance of approximately $8.5 million and $9.1 million (including the $3.1 million Rollover) under the Loan Agreement, respectively.

 

Subsequent to June 30, 2026, we borrowed additional amounts under the LOC in the aggregate amount of approximately $426,000, increasing the outstanding balance under the LOC to approximately $8.9 million. On August 10, 2026, the Company repaid approximately $555,000 of accrued interest under the LOC to the lender.

 

Recent Developments

 

Business Developments

 

In October 2025, we announced preliminary field observations from a fog-mitigation pilot conducted in Australia using our WETA platform. Initial observations suggested ionization may influence fog dissipation under certain atmospheric conditions. Based on these results, we conducted and continued to plan to expand, instrument pilot programs in 2026 in the USA (Oregon, California, Utah or Colorado) and Australia to further evaluate performance and use cases. These activities remain in the research and development stage and are not expected to generate material revenue until validation and commercialization.

 

Our first two US installed systems entered operation in November 2025. These installations represent our first operational deployments in the United States and are part of our efforts to evaluate system performance under real-world atmospheric conditions. The systems are located in the La Sal Range of Utah, where we are monitoring snowfall and Snow Water Equivalent (“SWE”) measurements. Preliminary observations during certain periods of system operation coincided with changes in local snowfall and SWE measurements. These observations are preliminary, and additional research and analysis are ongoing to evaluate potential precipitation and snowpack impacts under varying atmospheric conditions.

 

As of June 30, 2026, we had 10 additional units completed and available for service placement. These systems are expected to support ongoing research activities, demonstration projects and potential future deployments as we continue to evaluate commercial applications of our technology. Management believes that maintaining an inventory of completed systems may allow us to respond more efficiently to pilot opportunities, research collaborations and potential commercial deployments as they arise.

 

In addition, we also continued internal development efforts related to potential enhancements to our WETA platform, including instrumentation, data collection and deployment configurations intended to support future pilot programs and operational flexibility. These initiatives remain in development and are being evaluated as part of our broader research and engineering activities. The timing and extent of any future implementation or commercialization of these capabilities remain uncertain.

 

 

Government Projects and Commercial Developments 

 

In January 2026, we entered into a service agreement with the Utah Division of Water Resources to support the installation of a generator to facilitate radiometer data ingestion associated with our rainfall monitoring infrastructure. The agreement provided for payment of $10,500 to us in connection with the installation. We completed the installation, received payment for the services in February 2026, and recognized revenue of $10,500 upon completion of the installation, which represents the satisfaction of our performance obligation in accordance with ASC 606. This activity is not part of our primary operations related to our AEI technology and is considered incidental in nature. We have not generated revenue from our core business activities to date.

 

In July 2026, the Colorado Water Conservation Board, the Colorado River District, and the Upper Yampa Water Conservancy District publicly supported our pending application for a weather enhancement pilot project in Colorado. If approved, the project would represent our first commercial deployment of our AEI technology and is expected to be funded through a grant administered by the Colorado Water Conservation Board.

 

On August 5, 2026, we entered into an exclusive representation and equipment lease agreement with Ulusal Atmosferik Sistemler Ve Iklim Teknolojileri Sanayi Ve Ticaret Anonim Sirketi (“UASIT”), a Turkey-based company focused on water resource management, climate adaptation and mitigation, sustainable agriculture and forestry management. Under the agreement, UASIT became RET's exclusive representative for the deployment of our WETA platform in the Republic of Turkey. The agreement also provides for the lease of two WETA units for an initial term of 60 months subject to certain performance metrics, and includes renewal and purchase option provisions, subject to the terms and conditions of the agreement. The agreement is contingent upon the Company receiving an order for the leased units on or before December 31, 2026.

 

The initial focus of the partnership will be the Eğirdir Lake Basin in Isparta Province, where RET and UASIT intend to evaluate the WETA platform's potential to support natural precipitation and improve water security for drinking water supply, agricultural irrigation, and lake and reservoir management. RET and UASIT also intend to evaluate potential pilot opportunities in other water-stressed regions of Turkey, including the İzmir region, Central Anatolia, the Mediterranean region, and Southeastern Anatolia, subject to appropriate conditions and institutional approvals.

 

We believe this agreement represents an additional step in the commercialization of our WETA technology; however, there can be no assurance that the conditions to the agreement will be satisfied or that the anticipated commercial activities will occur.

 

Nasdaq Compliance Notices

  

On February 18, 2026, we received a written notice from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the 30 consecutive business days ended February 17, 2026, our market value of listed securities (“MVLS”) had closed below the $35,000,000 minimum required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2). In accordance with Nasdaq rules, we have 180 calendar days, or until August 17, 2026, to regain compliance with the MVLS requirement. To regain compliance, our MVLS must close at or above $35,000,000 for a minimum of ten consecutive business days during this compliance period. We intend to monitor our MVLS and evaluate available options to regain compliance with Nasdaq listing standards; however, there can be no assurance that we will regain or maintain compliance within the applicable compliance period.

 

At-the-Market Offering Program

 

On June 30, 2026, we entered into a Sales Agreement (the “Sales Agreement”) with Needham & Company, LLC (“Needham”), pursuant to which we may offer and sell, from time to time, shares of our Class A common stock having an aggregate offering price of up to approximately $3.5 million through Needham. Any sales of shares under the Sales Agreement will be made pursuant to our effective shelf registration statement on Form S-3, including the related prospectus supplement.

 

Needham will be entitled to compensation of up to 3.0% of the gross sales price of any shares sold under the Sales Agreement. We have also agreed to reimburse certain expenses of Needham and to provide customary indemnification, representations, warranties and covenants under the terms of the Sales Agreement.

 

We intend to use the net proceeds from sales of common stock, if any, under the Sales Agreement primarily for working capital, capital expenditures and other general corporate purposes.

 

Sales of shares under the Sales Agreement, if any, may be made in transactions that are deemed to be “at-the-market offerings,” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (“ATM program”). We are not obligated to sell any shares under the Sales Agreement and may suspend or terminate the offering at any time in accordance with the terms of the Sales Agreement. During the three and six months ended June 30, 2026, no shares of our Class A common stock were issued or sold under the Sales Agreement. As of June 30, 2026, an aggregate of approximately $3.5 million remained available for sale under the ATM program.

 

Subsequent to June 30, 2026, we sold an aggregate of 1,362,315 shares of our Class A common stock under the ATM program for gross proceeds of approximately $2.3 million and incurred approximately $309,000 in allocated offering costs.

  

New RSAs Issuance

 

On June 5, 2026, we issued an aggregate of 540,000 shares of Class A common stock pursuant to our 2024 Equity Incentive Plan as follows: (i) 80,000 shares were issued to each of Lyman Dickerson, Alexandra Warsh (professionally known as Alexandra Steele), Robert Reardon, and Marcus Peperzak, 50,000 shares were issued to Christopher Riley, and 40,000 shares were issued to David Sylvester, each directors of our company, as payment of director compensation pursuant to their director agreements (see Note 7), (ii) 50,000 shares of to its Interim Chief Financial Officer, (iii) 50,000 shares were issued to Mr. Morris, and (iv) 30,000 shares were granted to Christopher Monroe, an independent contractor. All of these shares were fully vested upon issuance.

 

 

Plan of Operations

 

12-Month Plan

 

RET currently has two rain and snowfall enhancement systems installed and placed in service in the United States in November 2025, which are currently being used to support field observations, data collection and ongoing research activities related to our rainfall generation technology.

 

Initial observations from these installations have enabled us to evaluate system performance using available meteorological and radar data. Data collection and analysis remain ongoing as we continue to evaluate system performance and potential atmospheric effects associated with our technology.

 

As of June 30, 2026, we had 10 additional units completed and available for service placement. These units are intended to support pilot programs, field deployments and operational readiness. The timing and location of future installations will depend on factors such as site availability, permitting requirements, customer engagement and the results of ongoing testing and evaluation. We expect that some of these systems may be deployed during 2026 as part of pilot programs, demonstration projects or other research initiatives.

 

We continue to document sourcing, manufacturing and assembly processes associated with our systems as part of our ongoing development efforts. As part of these efforts, we may evaluate potential supply chain arrangements and manufacturing partners to support future production, although no such arrangements have been finalized.

 

Future deployments, if pursued, may involve installing one or more systems within a geographic area as part of pilot programs or demonstration projects. Site selection will consider factors such as weather patterns, terrain, permitting requirements, accessibility and other operational considerations.

 

We also continue research and development activities related to instrumentation and measurement tools designed to support monitoring and evaluation of system performance during field deployments. These efforts are intended to assist with the collection and analysis of atmospheric and precipitation data associated with our systems.

 

In addition, we may pursue research collaborations with academic institutions or other research organizations to further study atmospheric effects and evaluate the potential impact of our technology in locations where systems are deployed.

 

While our systems are currently being deployed primarily for research, pilot and demonstration purposes, the operational experience gained from these deployments is intended to support the continued development of our technology and inform potential future commercial applications.

 

Going Concern Consideration

 

In connection with our management’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Classification (“ASC”) Subtopic 205-40, “Presentation of Financial Statements - Going Concern,” we evaluate whether there are conditions or events that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. This assessment considers our current cash position, projected cash requirements, and ability to obtain additional funding.

  

As of June 30, 2026, we had approximately $33,000 in cash and had a working capital deficit of approximately $13.1 million. We expect to continue incurring expenses as we scale our operations and begin to generate revenue. We have historically funded our operations primarily through related-party financing arrangements, including borrowings under our loan agreement with Mr. You. As of June 30, 2026, we had approximately $1.5 million in remaining amount available under this facility. While we expect to continue relying on related party financing sources, additional capital raises and projected cash flows from operations, our limited operating history and continuing operating losses raise substantial doubt about our ability to continue as a going concern.

  

 

Management’s plans to address this uncertainty include continued support from related parties, utilizing the Company’s at-the-market offering program, seeking additional financing through debt, equity, or a combination of both, and pursuing commercial opportunities for installation and service agreements. However, there is no assurance that such funding will be available on acceptable terms, or at all.

 

Accordingly, our management has determined that we do not have sufficient liquidity to meet our anticipated obligations over the next year from the date of issuance of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements included in this Report do not include any adjustments that might result from the outcome of this uncertainty. 

 

Results of Operations 

 

In November 2025, we incurred installation and field deployment costs associated with the initial deployment and pilot operation of our rain and snowfall enhancement systems in the United States. These activities were undertaken as part of system validation and research programs and were not associated with revenue-generating customer contracts.

 

For the three months ended June 30, 2026, we had a net loss of approximately $3.2 million, which consisted of field operations costs of approximately $105,000, general and administrative expenses of approximately $2.9 million (primarily related to personnel costs, stock based compensation expense, professional services, marketing, and other corporate operating expenses), research and development expenses of approximately $32,000, amortization expense of approximately $3,000, depreciation expense of approximately $10,000, and interest expenses of approximately $310,000, minimal interest income from an operating account, partially offset by a gain due to the change in fair value of warrant liabilities of $120,000.

 

For the six months ended June 30, 2026, we had a net loss of approximately $5.1 million, which consisted of field operations costs of approximately $197,000, general and administrative expenses of approximately $4.7 million (primarily related to personnel costs, stock based compensation expense, professional services, marketing, and other corporate operating expenses), research and development expenses of approximately $73,000, amortization expense of approximately $6,000, depreciation expense of approximately $20,000, and interest expenses of approximately $450,000, minimal interest income from an operating account, partially offset by other revenue of $10,500, and a gain due to the change in fair value of warrant liabilities of $325,000.

 

For the three months ended June 30, 2025, we had net loss of approximately $953,000, which consisted of general and administrative expenses of approximately $1.1 million (primarily related to personnel costs, professional services including quarterly audit, marketing, and other corporate operating expenses), amortization expenses of approximately $3,000, a loss due to change in fair value of warrant liability of $72,500, and interest expenses and minimal tax expenses and interest income from operating account of approximately $34,000, partially offset by gain from settlement with vendor of approximately $226,000.

 

For the six months ended June 30, 2025, we had net loss of approximately $2.4 million, which consisted of general and administrative expenses of approximately $2.4 million (primarily related to personnel costs, professional services including annual audit, marketing, and other corporate operating expenses), amortization expenses of approximately $6,000, a loss due to change in fair value of warrant liability of $162,500, and interest expenses and minimal tax expenses and interest income from operating account of approximately $81,000, partially offset by gain from settlement with vendor of approximately $226,000.

  

 

Cash Flows 

 

For the six months ended June 30, 2026, net cash used in operating activities was approximately $2.9 million, net cash used in investing activities was approximately $9,500, and net cash provided by financing activities was approximately $2.7 million. Net cash used in operating activities included our net loss of approximately $5.1 million, a gain due to change in the fair value of a warrant liabilities of $325,000, partially offset by amortization expense of approximately $6,000, depreciation expense of approximately $20,000, approximately $617,000 paid by related parties on behalf of RET, and stock-based compensation expenses of approximately $1.7 million, and changes in operating assets and liabilities of approximately $194,000. Cash used in investing activities consisted solely of payment for building Equipment of approximately $9,500. Cash provided by financing activities resulted from proceeds from drawdowns under the LOC (as defined below) of approximately $2.8 million, partially offset by payment of deferred financing costs of approximately $23,000.

 

For the six months ended June 30, 2025, net cash used in operating activities was approximately $1.4 million, net cash used in investing activities was approximately $613,000, and net cash provided by financing activities was approximately $2.0 million. Net loss of approximately $2.4 million, and gain from settlement with vendor of approximately $226,000, partially offset by changes in operating assets and liabilities of approximately $39,000, amortization expense of approximately $6,000, approximately $1.1 million paid by related parties on behalf of RWT, and change in fair value of warrant liability of $162,500, resulted in approximately $1.4 million of net cash used in operating activities. Cash used in investing activities consisted solely of payment for building Equipment of approximately $613,000. Cash provided by financing activities resulted from proceeds from payment of subscription receivable of $650,000 and proceeds from drawdowns under the LOC of approximately $1.3 million.

  

Commitments and Contingencies

 

Patent License

 

On November 21, 2022, RET entered into a license agreement with Dr. Theodore Anderson, a plasma physicist, whereby RET was granted an exclusive, worldwide license under certain of Dr. Anderson’s patents. The consideration paid for the license of $33,000, which was fully paid in November 2022, was recorded as a finite-lived intangible asset.

 

Consulting Agreement for Rainfall Ionization Equipment 

 

We entered into a consulting agreement to engage our senior technology advisor who provides strategic technology leadership and advisory services to us, Scott Morris, in 2022, pursuant to which we agreed to pay him a one-time fee upon execution of the agreement and a consulting fee of AUD 250,000 per year (equivalent to approximately $170,000 as of the effective date). In February 2025, the agreement was amended to increase the annual consulting fee to $186,000, and in July and effective as of June 1, 2025, the annual consulting fee was further increased to $252,000 in exchange for the consultant assuming an additional role and responsibilities. The agreement also provided for success fees payable upon the achievement of specified sales and development milestones. On March 19, 2026, the agreement was amended to add three additional milestones, each of which would entitle him to a $25,000 cash bonus. In November 2025, we paid an aggregate of $50,000 in milestone payments to Mr. Morris in connection with the achievement of certain development milestones.

 

In connection with the consulting agreement, we also agreed to obtain from Mr. Morris an irrevocable, perpetual, non-exclusive license under certain engineering designs in connection with rainfall ionization equipment and systems. We fully paid this amount of $83,750 in June 2023.

 

Employment Agreement

 

Effective January 2, 2025, we entered into a binding offer letter (as amended, the “Offer Letter”), which was later amended on June 27, 2025, with our new CEO, Mr. Seidl. Pursuant to the amended Offer Letter, we agreed to pay to the CEO (i) an annual salary of $500,000, (ii) an annual incentive bonus up to 200% of his base salary, subject to Board or Compensation Committee approval, which will be subject to the achievement of Company and/or individual performance goals mutually agreed by the CEO and the Board or the Compensation Committee, and (iii) a cash bonus of $5.82 million (the “Retention Bonus”) payable on the earlier of (x) December 31, 2028, (y) the date on which we terminate the CEO’s employment without cause, or (z) the date on which a change of control is consummated. We accrue the Retention Bonus over the period of service. As of June 30, 2026 and December 31, 2025, we accrued approximately $1.7 million and $831,000 of Retention Bonus, respectively. In addition, we also accrued $1 million of annual incentive bonus for 2025 in accrued expenses to related party in the accompanying consolidated balance sheet as of December 31, 2025. We paid the $1 million annual incentive bonus for 2025 to Mr. Seidl in March 2026, pursuant to the Board’s determination and approval.

 

 

In addition, Mr. Seidl is also entitled to an equity award under our equity incentive plan that was approved by the Compensation Committee on August 14, 2025 and by the Board on August 20, 2025. On September 5, 2025, we granted 602,320 RSAs to Mr. Seidl, of which 50% vested on January 1, 2026, and 50% of which shall vest on January 1, 2027, subject to continued employment or service through such vesting date.

 

Termination Letter

 

In January 2025, we entered into a termination letter agreement with our former CEO, Mr. Christopher Riley, pursuant to which, in lieu of all other compensation and payments, we agreed to pay Mr. Riley an aggregate of $124,500, payable in 18 monthly installments beginning in February 2025 in consideration for his past services. As of June 30, 2026 and December 31, 2025, we had an aggregate of approximately $7,000 and $48,000 remaining outstanding in connection with such agreement that was included in accrued expenses in the accompanying consolidated balance sheets, respectively.

 

The Termination Letter also provides that, subject to approval by our Compensation Committee of the Board, Mr. Riley will be granted 10,000 shares of our Class A common stock that vest one year from the date of grant. Mr. Riley continues to serve as a member of the Board and is eligible to receive equity awards under our non-employee director compensation program as discussed below. On June 5, 2026, we granted Mr. Riley an equity award of 50,000 shares of Class A common stock.

 

Board of Directors Agreement

 

On April 1, 2025, the Board increased the size of the Board from five to seven directors and appointed Mr. Marcus Peperzak and Mr. Robert Reardon to the Board to fill the resulting vacancies. On December 22, 2025, the Board further increased its size from seven to eight directors and appointed Mr. David Sylvester as a Class II director.

 

In connection with their appointments to the Board, Mr. Reardon, Mr. Peperzak and Mr. Sylvester each entered into Director Agreements which are the form of agreement adopted by the Board in April 2025 to govern the terms of service and compensation of our non-employee directors (the “Director Agreements”). Additionally, effective as of April 4, 2025, we entered into Director Agreements with Lyman Dickerson, Alexandra Steele, and Christopher Riley, each non-employee members of the Board. Pursuant to the terms of the Director Agreements, we agreed to pay to each Board member (i) subject to approval by the Board and compensation committee of the Board (the “Compensation Committee”), a cash payment of $12,500 promptly following attendance at each quarterly Board meeting, for a total annual cash compensation of $50,000; and (ii) subject to approval by the Board and the Compensation Committee, a grant of restricted stock, with the number of shares and terms to be determined by the Board. We recognized expenses of $75,000 and $150,000 related to these agreements during the three and six months ended June 30, 2026, respectively, and $100,000 during both the three and six months ended June 30, 2025, which were included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. See Recent Developments for additional information regarding equity awards granted to members of the Board.

  

Segments

 

We operate and manage the business as one reportable and operating segment, which is the business of developing, manufacturing and commercializing AEI technology. Our chief executive officer, who is the chief operating decision maker, or CODM, reviews financial information on an aggregate basis for allocating resources and evaluating financial performance.

 

Off-Balance Sheet Arrangements 

 

We did not have off-balance sheet arrangements as of December 31, 2025, and do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

 

 

Critical Accounting Estimates 

 

The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC.

 

Preparation of the unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. We also make estimates and assumptions on revenue generated and reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

While our significant accounting policies are described in the notes to our unaudited condensed consolidated financial statements included elsewhere in this Report, our management believes there were no critical accounting estimates identified during the three and six months ended June 30, 2026 and 2025.

 

Derivative Financial Instruments

 

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The assessment considers whether the financial instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the financial instruments meet all of the requirements for equity classification under ASC 815, including whether the financial instruments are indexed to our own ordinary shares, among other conditions for equity classification.

 

Equipment and Construction In-Process Equipment

 

We capitalize our cost to build our rainfall ionization equipment (the “Equipment”), including materials and allocated labor costs directly attributable to the construction of the Equipment. Costs incurred prior to completion of the equipment are recorded as construction in progress. Upon the installation of the Equipment, we transferred our capitalized cost from Construction in-process Equipment to Equipment. Equipment that has been completed but has not yet been installed or otherwise placed into service remains within Construction in-process Equipment and is not depreciated until transferred into Equipment and placed into service.

 

Depreciation begins when the equipment is placed into service and is recorded on a straight-line basis over the estimated useful life of the assets, which we currently estimate to be 10 years. At the time of retirement or other disposition of the Equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations.

 

As of December 31, 2024, no Equipment was placed in service. In November 2025, two systems were placed into service and was moved from Construction in-process Equipment into Equipment. During the three and six months ended June 30, 2026, we recorded approximately $10,000 and $20,000 of depreciation expense related to those two units in the accompanying unaudited condensed consolidated statements of operations, respectively. The remaining 10 units were not placed in service and remained included in the Construction in-process Equipment as of June 30, 2026 and December 31, 2025 in the accompanying unaudited condensed consolidated balance sheets.

 

Installation costs represent expenses incurred in connection with the installation of our AEI systems deployed in pilot installations and evaluation projects. These costs primarily consist of labor, travel, site preparation and related operational expenses associated with system deployment and testing. As we are currently in an early stage of commercial deployment, certain installation activities may occur prior to the execution of revenue-generating customer agreements.

 

 

Intangible Assets

 

Recognized intangible assets have finite lives and include acquired licenses for market-ready technology and designs of weather modification and rainfall ionization equipment. Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses.

 

Intangible assets with finite lives are amortized using the straight-line method over the estimated useful economic life. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the consolidated statements of operations and in the expense category that is consistent with the function of the intangible assets.

 

Intangible assets with finite lives are tested for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. These conditions may include a change in the extent or manner in which the asset is being used or a change in future operations. We assess the recoverability of the carrying amount by preparing estimates of future revenue, margins, and cash flows. If the sum of expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, an impairment loss is recognized. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value of the asset. Fair value of these assets may be determined by a variety of methodologies, including discounted cash flow models. As of June 30, 2026 and December 31, 2025, we did not have any intangible assets with indefinite useful lives.

 

We evaluate long-lived assets, including intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. No impairment was recorded for the three and six months ended June 30, 2026 or 2025.

 

Stock Compensation

 

Our policy is to account for stock-based compensation expense in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred.

 

Recent Accounting Pronouncements 

 

Issued in November 2024, ASU 2024-03, Disaggregation of income Statement Expenses (Subtopic 220-40), requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. While early adoption is permitted, we do not plan to adopt this standard early. This ASU will likely result in additional disclosures being included in our unaudited condensed consolidated financial statements once adopted. We are currently evaluating the provisions of this ASU.

  

Emerging Growth Company Status 

 

Holdco is an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

 

Section 107 of the JOBS Act allows emerging growth companies to take advantage of the extended transition period for complying with new or revised accounting standards. Under Section 107, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Any decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. We have elected to use the extended transition period available under the JOBS Act, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

 

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the effectiveness of our registration statement on Form S-4 in connection with the Business Combination, (b) in which we have total annual revenue of at least $1,235,000,000, or (c) in which we are deemed to be a large accelerated filer, which means the market value of its common equity that is held by non-affiliates exceeds $700.0 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

 

We are also a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of the shares of Class A common stock held by non-affiliates exceeds $250.0 million as of the prior June 30, and (ii) our annual revenue exceeds $100.0 million during such completed fiscal year and the market value of the shares of Class A common stock held by non-affiliates exceeds $700.0 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

This item is not applicable as we are a smaller reporting company.

 

ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding and the preparation of our unaudited condensed consolidated financial statements and required disclosures.

 

Evaluation of Disclosure Controls and Procedures

 

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective due to the material weakness in internal control over financial reporting previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on April 15, 2026.

 

Notwithstanding the material weakness described above, management performed additional analyses and other procedures to ensure that the unaudited condensed consolidated financial statements included in this Report on Form 10-Q present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in accordance with U.S. GAAP.

 

We continue to implement its remediation plan to address the material weakness, including enhancing its internal controls over the accounting and review of recurring transactions, including insurance premium financing arrangements. Specifically, we are enhancing our accounting policies and implementing review controls as part of the period-end financial reporting process to ensure such transactions are appropriately identified, evaluated and recorded in accordance with U.S. GAAP. The remediation efforts are ongoing, and the material weakness will not be considered remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively.

 

Changes in Internal Control Over Financial Reporting

 

Management continued implementing and operating the enhanced controls described above during the quarter ended June 30, 2026.

 

Other than these remediation efforts, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team.

 

ITEM 1A. RISK FACTORS

 

Factors that could cause our actual results to differ materially from those in this Report are any of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 15, 2026 (the “Annual Report”). Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Report, except as set forth below, there have been no material changes to the risk factors disclosed in the Annual Report. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

 

Our management has determined that there exists substantial doubt about our ability to continue as a “going concern.”

 

We may not have sufficient liquidity to meet our anticipated obligations over the next year from the issuance of these unaudited condensed consolidated financial statements. In connection with our assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that we do not have sufficient liquidity to meet our anticipated obligations over the next year from the date of issuance of these unaudited condensed consolidated financial statements. Management’s plans to address this uncertainty include reducing expenditures, utilizing the Company’s at-the-market offering program, and seeking additional financing through debt, equity, or a combination of both. However, there is no assurance that such funding will be available on acceptable terms, or at all. The unaudited condensed consolidated financial statements included in this Report do not include any adjustments that might result from the outcome of this uncertainty.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

During the quarter ended June 30, 2026, no director or officer adopted or terminated any (i) “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K intending to satisfy the affirmative defense conditions of Rule 10b5–1(c) or (ii) “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K; and (ii) there was no information that was required to be disclosed on a Current Report on Form 8-K during such quarter that was not so disclosed.

 

 

ITEM 6. EXHIBITS

 

The following exhibits are filed as part of, or incorporated by reference into, this Report on Form 10-Q.

 

Exhibit No.		Description
1.1		Sales Agreement, dated June 30, 2026, by and between Rain Enhancement Technologies Holdco, Inc. and Needham & Company, LLC (incorporated by reference to Exhibit 1.2 to the Form S-3 filed with the Securities and Exchange Commission by Rain Enhancement Technologies Holdco, Inc. on June 30, 2026).
10.1		Agreement to Convert Debt to Equity, dated June 5, 2026, between Rain Enhancement Technologies Holdco, Inc. and RHY Management LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by Rain Enhancement Technologies Holdco, Inc. on June 9, 2026).
10.2		Joinder to Lock-Up Agreement, dated June 5, 2026, between Rain Enhancement Technologies Holdco, Inc. and RHY Management LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by Rain Enhancement Technologies Holdco, Inc. on June 9, 2026).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

*	Filed herewith.
**	Furnished herewith.

 

 

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, thereunto duly authorized.

 

	Rain Enhancement Technologies Holdco, Inc.
Date: August 14, 2026	By:	/s/ Randall Seidl
		Name:	Randall Seidl
		Title:	Chief Executive Officer and Director
Date: August 14, 2026	By:	/s/ Oanh Truong
		Name:	Oanh Truong
		Title:	Interim Chief Financial Officer

 

 

38