Rain Enhancement Technologies Files for IPO

TL;DR

Rain Enhancement Tech files S-1, IPO incoming.

AI Summary

Rain Enhancement Technologies Holdco, Inc. filed an S-1 registration statement on January 30, 2025, to register its securities for public offering. The company, incorporated in Massachusetts, is based in Naples, Florida, and is led by CEO Randy Seidl. The filing indicates a potential public offering, though specific dollar amounts and dates for the offering are not yet detailed.

Why It Matters

This S-1 filing signals Rain Enhancement Technologies Holdco, Inc.'s intention to go public, which could bring new investment into the company and make its shares available to the public market.

Risk Assessment

Risk Level: medium — As a newly public company, Rain Enhancement Technologies Holdco, Inc. faces inherent risks associated with market volatility and establishing its market presence.

Key Numbers

• 333-284614 — SEC File Number (Identifies the specific SEC registration)
• 0002028293 — Central Index Key (Unique identifier for the company in SEC filings)

Key Players & Entities

• Rain Enhancement Technologies Holdco, Inc. (company) — Registrant
• Randy Seidl (person) — Chief Executive Officer
• January 30, 2025 (date) — Filing Date
• Massachusetts (jurisdiction) — State of Incorporation
• Naples, FL (location) — Principal Executive Offices
• White & Case LLP (company) — Legal Counsel

FAQ

Key Financial Figures

• $0.0001 — ares of Class A common stock, par value $0.0001 per share (the “Class A Common St
• $11.50 — the Company, with an exercise price of $11.50 per share (the “Warrants”).
• $2.06 — fective purchase price of approximately $2.06 per share; (ii) 57,752 shares of Class
• $2.16 — fective purchase price of approximately $2.16 per share; (iii) 2,150,838 shares of Cl
• $1.00 — 2023 for an aggregate purchase price of $1.00 plus the obligation to fund certain con
• $650,000 — account (Mr. You funded an aggregate of $650,000 of such contributions); (v) 806,250 sha
• $1.50 — were initially purchased at a price of $1.50 per warrant; (vi) 118,556 shares of Cla
• $11.39 — ts”), at a price of approximately $11.39 per share (the “PIPE Investment&r
• $57.5 million — will receive aggregate cash proceeds of $57.5 million. The Warrants are exercisable on a cash
• $3.89 — g price of our Class A Common Stock was $3.89. Accordingly, we believe the holders ar
• $0.001 — nding Class A ordinary share, par value $0.001 per share, of Coliseum (the “Coli
• $700,000 — the Closing Date, the Company closed on $700,000 of investment pursuant to the PIPE Subs
• $500,000 — 2025, the Company closed an additional $500,000 of investment pursuant to the PIPE Subs
• $150,000 — mpany expects to close on the remaining $150,000 of investment irrevocably committed pur
• $7 million — itted to provide the Company with up to $7 million of new loans (the “Commitment&rdq

Filing Documents

• ea0228901-s1_rainenhanc.htm (S-1) — 3757KB
• ea022890101ex10-14_rain.htm (EX-10.14) — 15KB
• ea022890101ex23-1_rain.htm (EX-23.1) — 2KB
• ea022890101ex23-2_rain.htm (EX-23.2) — 2KB
• ea022890101ex23-3_rain.htm (EX-23.3) — 3KB
• ea022890101ex23-4_rain.htm (EX-23.4) — 2KB
• ea022890101ex-fee_rain.htm (EX-FILING FEES) — 63KB
• 0001213900-25-008536.txt ( ) — 3846KB

USE OF PROCEEDS

USE OF PROCEEDS 39 DETERMINATION OF OFFERING PRICE 40 MARKET PRICE OF AND DIVIDENDS ON CLASS A COMMON STOCK 40 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 41

BUSINESS

BUSINESS 55 RET MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 67 COLISEUM MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 80 EXECUTIVE AND DIRECTOR COMPENSATION 86 MANAGEMENT 91

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 96 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 98 SELLING SHAREHOLDERS 101 PLAN OF DISTRIBUTION 103

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 106 RESTRICTIONS ON RESALE OF COMMON STOCK 118 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 119 EXPERTS 124 LEGAL MATTERS 124 WHERE YOU CAN FIND MORE INFORMATION 124 INDEX TO FINANCIAL STATEMENTS F-1 i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the SEC using the “shelf” registration process. Under the shelf registration process, the selling shareholders may, from time to time, sell the securities offered by them described in this prospectus through any means described in the section titled “ Plan of Distribution .” More specific terms of any securities that the selling shareholders and their permitted transferees offer and sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. This prospectus also relates to the issuance by us of shares of Class A Common Stock from time to time upon the occurrence of the events described in this prospectus. We may also provide a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part to add information to, or update or change information contained in, this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement or post-effective amendment modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part together with the additio

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View this S-1 filing on SEC EDGAR