Rain Enhancement Technologies Reports Material Events

TL;DR

Rain Enhancement Technologies filed an 8-K detailing major corporate events including acquisitions and new debt as of year-end 2024.

AI Summary

Rain Enhancement Technologies Holdco, Inc. filed an 8-K on January 7, 2025, reporting several material events as of December 31, 2024. These include entering into a material definitive agreement, completion of an acquisition, creation of a direct financial obligation, unregistered sales of equity securities, and changes in control. The filing also notes departure of directors or officers and amendments to articles of incorporation or bylaws.

Why It Matters

This 8-K filing indicates significant corporate actions, including potential acquisitions and changes in financial obligations, which could impact the company's structure and future performance.

Risk Assessment

Risk Level: medium — The filing details multiple material events, including acquisitions, new financial obligations, and changes in control, which inherently carry higher risk and uncertainty.

Key Players & Entities

• Rain Enhancement Technologies Holdco, Inc. (company) — Filer of the 8-K report
• 0001213900-25-001708 (document_id) — Accession number for the filing
• 20250107 (date) — Filing date of the 8-K
• 20241231 (date) — Period of report for the 8-K

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share RAIN The Nasdaq Stock Mar
• $11.50 — A common stock at an exercise price of $11.50 RAINW The Nasdaq Stock Market LLC
• $11.39 — ), at a purchase price of approximately $11.39 per share, which was the then-approxima
• $950,000 — siness Combination, for an aggregate of $950,000. On December 31, 2024, Holdco entered
• $400,000 — egate additional subscription amount of $400,000. Together with the previous PIPE Subscr
• $1,350,000 — gate investment amount of approximately $1,350,000 (the " PIPE Investment "). The PIPE In
• $12.00 — ss A Common Stock equals or exceeds (i) $12.00 per share (as adjusted for share sub-di
• $18.00 — ast 150 days after Closing Date or (ii) $18.00 per share (as adjusted for share sub-di
• $7 million — committed to provide Holdco with up to $7 million of new loans (the " Commitment "). Prio
• $3.1 million — roll over an aggregate of approximately $3.1 million of loans and advances owed to him or to
• $10.1 m — der the Loan Agreement is approximately $10.1 million, inclusive of the Commitment and
• $11.41 — cing Date Notice and (ii) approximately $11.41 (which is the approximate per share red
• $4,106,559 — id a Prepayment Amount of approximately $4,106,559 from the Trust Account and the Counterp
• $20,636 — a Prepayment Shortfall of approximately $20,636. From time to time and on any date fo
• $10.00 — osing Date if no prior ET Date) and (y) $10.00 per share (the " Termination Price ") (

Filing Documents

• ea0226850-8k_rainenhanc.htm (8-K) — 251KB
• ea022685001ex3-1_rain.htm (EX-3.1) — 164KB
• ea022685001ex3-2_rain.htm (EX-3.2) — 113KB
• ea022685001ex4-4_rain.htm (EX-4.4) — 74KB
• ea022685001ex10-1_rain.htm (EX-10.1) — 97KB
• ea022685001ex10-2_rain.htm (EX-10.2) — 47KB
• ea022685001ex10-5_rain.htm (EX-10.5) — 10KB
• ea022685001ex10-6_rain.htm (EX-10.6) — 153KB
• ea022685001ex10-7_rain.htm (EX-10.7) — 139KB
• ea022685001ex10-7i_rain.htm (EX-10.7I) — 42KB
• ea022685001ex10-7ii_rain.htm (EX-10.7II) — 41KB
• ea022685001ex10-8_rain.htm (EX-10.8) — 17KB
• ea022685001ex10-9_rain.htm (EX-10.9) — 125KB
• ea022685001ex10-11_rain.htm (EX-10.11) — 51KB
• ea022685001ex10-12_rain.htm (EX-10.12) — 141KB
• ea022685001ex10-14_rain.htm (EX-10.14) — 103KB
• ea022685001ex10-15_rain.htm (EX-10.15) — 39KB
• ea022685001ex10-16_rain.htm (EX-10.16) — 18KB
• ea022685001ex14-1_rain.htm (EX-14.1) — 28KB
• ea022685001ex21-1_rain.htm (EX-21.1) — 2KB
• ea022685001ex99-1_rain.htm (EX-99.1) — 372KB
• 0001213900-25-001708.txt ( ) — 2672KB
• rain-20241231.xsd (EX-101.SCH) — 4KB
• rain-20241231_def.xml (EX-101.DEF) — 26KB
• rain-20241231_lab.xml (EX-101.LAB) — 36KB
• rain-20241231_pre.xml (EX-101.PRE) — 25KB
• ea0226850-8k_rainenhanc_htm.xml (XML) — 6KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2024 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-42460 99-3527155 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1659 Chinaberry Ct. Naples , FL 34105 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: ( 508 ) 361-6699 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, par value $0.0001 per share RAIN The Nasdaq Stock Market LLC Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 RAINW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. INTRODUCTORY NOTE On December 31, 2024 (the " Closing Date "), Coliseum Acquisition Corp, a Cayman Islands exempted company (" Coliseum "), Rain Enhancement Technologies, Inc., a Massachusetts corporation (" RET "), Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (" Holdco "), 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. Item 1.01. Entry into a Material Definitive Agreement. PIPE Subscription Agreements As previously disclosed, in connection with the Business Combination, on December 20, 2024 and December 23, 2024, Holdco entered into subscription agreements (collectively, the " PIPE Subscription Agreements ") with certain investors, including existing shareholders of RET and Coliseum and members of Holdco's board of directors (the " Board "), or their affiliates (the " PIPE Investors ") p ursuant to which, among other things, Holdco agreed to issue and sell to the PIPE investors, and the PIPE Investors agreed to subscribe for and purchase in a private placement, an aggregate of 83,429 shares of Holdco's Class A common stock, par value $0.0001 per share (" Holdco Class A Common Stock "), at a purchase price of approximately $11.39 per share, which was the then-approximate per share redemption price of Coliseum's public shares in the Business Combination, for an aggregate of $950,000. On December 31, 2024, Holdco entere

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View this 8-K filing on SEC EDGAR