Rain Enhancement Technologies Reports Material Agreement

TL;DR

Rain Enhancement Tech signed a big deal on Dec 20th, filing shows.

AI Summary

Rain Enhancement Technologies Holdco, Inc. filed an 8-K on December 30, 2024, reporting a material definitive agreement entered into on December 20, 2024. The filing also includes financial statements and exhibits. The company is incorporated in Massachusetts and its principal executive offices are located in Naples, Florida.

Why It Matters

This filing indicates a significant new agreement for Rain Enhancement Technologies Holdco, Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing reports a material definitive agreement, which could carry significant implications for the company's future, but lacks specific details on the agreement's nature or financial terms.

Key Players & Entities

• Rain Enhancement Technologies Holdco, Inc. (company) — Registrant
• December 20, 2024 (date) — Date of earliest event reported
• December 30, 2024 (date) — Date of report
• Massachusetts (jurisdiction) — State of incorporation
• Naples, FL (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.0001 — common stock of the Company, par value $0.0001 per share (the “ PIPE Shares &rdq
• $11.39 — ;) at a purchase price of approximately $11.39 per share, which is the approximate per
• $950,000 — siness Combination, for an aggregate of $950,000 (the “ PIPE Investment ”).
• $800,000 — any expects to close on an aggregate of $800,000 of the PIPE Investment and accordingly
• $150,000 — bination, and to close on the remaining $150,000 of the PIPE Investment and would issue

Filing Documents

• tm2432197d1_8k.htm (8-K) — 32KB
• tm2432197d1_ex10-1.htm (EX-10.1) — 128KB
• 0001104659-24-132552.txt ( ) — 161KB

01

Item 1.01 Entry into a Material Definitive Agreement. PIPE Investment In connection with the proposed business combination among Rain Enhancement Technologies Holdco, Inc. (the “ Company ”), Coliseum Acquisition Corp. (“ Coliseum ”), Rain Enhancement Technologies, Inc. (“ RET ”), Rainwater Merger Sub 1, Inc. and Rainwater Merger Sub 2A, Inc. (the “ Business Combination ”), on December 20, 2024 and December 23, 2024, the Company entered into subscription agreements (collectively, the “ PIPE Subscription Agreements ”) with certain existing shareholders of RET and Coliseum and designees to the Company’s post-Business Combination board of directors, or their affiliates (the “ PIPE Investors ”) pursuant to which, among other things, the Company will issue and sell to the PIPE investors, and the PIPE Investors will subscribe for and purchase in a private placement, an aggregate of 83,429 shares of Class A common stock of the Company, par value $0.0001 per share (the “ PIPE Shares ”) at a purchase price of approximately $11.39 per share, which is the approximate per share redemption price of Coliseum’s public shares in the Business Combination, for an aggregate of $950,000 (the “ PIPE Investment ”). Pursuant to the PIPE Subscription Agreements, the Company expects to close on an aggregate of $800,000 of the PIPE Investment and accordingly would issue approximately 70,256 PIPE Shares at the closing of the Business Combination, and to close on the remaining $150,000 of the PIPE Investment and would issue the remaining 13,173 PIPE Shares following the closing of the Business Combination. The PIPE Subscription Agreements contain customary representations and warranties of each of the Company and the PIPE Investors, and customary conditions to closing, including the consummation of the Business Combination between the Company, Coliseum and RET. The purpose of the PI

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Subscription Agreement. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Additional Information about the Business Combination and Where to Find it As previously disclosed, the Company entered into a Business Combination Agreement with RET, Coliseum, and the other parties thereto, dated June 25, 2024, as subsequently amended on August 22, 2024, which provides that, subject to the satisfaction or waiver of the conditions therein, the Company will complete the Business Combination. The Business Combination was approved by shareholders of Coliseum during an extraordinary general meeting of shareholders on December 23, 2024. The Registration Statement on Form S-4 (File No. 333-283425) (as amended, the “ Registration Statement ”) filed by RET and the Company, which was declared effective by the Securities and Exchange Commission (“ SEC ”) on December 10, 2024, includes a proxy in connection with the Business Combination (the “ Proxy Statement/Prospectus ”). The definitive Proxy Statement/Prospectus was mailed to Coliseum’s shareholders of record as of November 26, 2024, the record date established for voting on the Business Combination. Coliseum, RET, and/or the Company may also file other relevant documents regarding the Business Combination with the SEC. This Current Report and the exhibits hereto do not contain all the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Before making any investment decision, investors, security holders of RET, Coliseum, and other interested persons are urged to read the Proxy

View Full Filing

View this 8-K filing on SEC EDGAR