Rain Enhancement Technologies Holdco, Inc. Files 8-K

TL;DR

Rain Enhancement Technologies Holdco, Inc. filed an 8-K on Jan 29, 2025, detailing leadership changes and compensation.

AI Summary

Rain Enhancement Technologies Holdco, Inc. filed an 8-K on January 29, 2025, reporting on the departure of directors, election of new directors, appointment of officers, and compensatory arrangements. The filing also includes a Regulation FD Disclosure and financial statements/exhibits. The company is incorporated in Massachusetts and its fiscal year ends on December 31.

Why It Matters

This 8-K filing provides updates on the company's leadership and compensation, which can impact strategic direction and investor confidence.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not indicate any immediate financial distress or significant operational changes.

Key Players & Entities

• Rain Enhancement Technologies Holdco, Inc. (company) — Registrant
• January 29, 2025 (date) — Date of earliest event reported
• Massachusetts (location) — State of incorporation
• December 31 (date) — Fiscal year end

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
• $124,500 — d for services rendered in an amount of $124,500, payable in 18 monthly installments beg

Filing Documents

• ea0229569-8k_rain.htm (8-K) — 37KB
• ea022956901ex10-1_rain.htm (EX-10.1) — 16KB
• ea022956901ex99-1_rain.htm (EX-99.1) — 13KB
• 0001213900-25-009111.txt ( ) — 308KB
• rain-20250129.xsd (EX-101.SCH) — 4KB
• rain-20250129_def.xml (EX-101.DEF) — 28KB
• rain-20250129_lab.xml (EX-101.LAB) — 37KB
• rain-20250129_pre.xml (EX-101.PRE) — 26KB
• ea0229569-8k_rain_htm.xml (XML) — 7KB

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 29, 2025, Rain Enhancement Technologies Holdco, Inc. (the "Company"), Rain Enhancement Technologies, Inc. ("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"). Pursuant to the Termination Letter, in lieu of all other compensation and payments of any kind due and payable to Mr. Riley, Mr. Riley will be paid for services rendered in an amount of $124,500, payable in 18 monthly installments beginning in February 2025. Additionally, conditioned on approval by the Compensation Committee of the Company's board of directors, the Termination Letter provides that Mr. Riley will be granted 10,000 shares of Class A Common Stock of the Company vesting one year from the date of grant. The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Mr. Riley's decision to resign as Chief Executive Officer was not the result of any disagreement with the Company or its board of directors, including any matters relating to the Company's operations, polices, accounting practices or financial reporting. Mr. Riley will remain as a member of the Company's board of directors. As previously disclosed, the Company appointed Randall Seidl to serve as Co-Chief Executive Officer effective as of January 2, 2025. Following the resignation of Mr. Riley, Mr. Seidl is the Company's sole Chief Executive Officer. On January 31, 2025, J. Eric Smith, a member of the Company's board of directors, notified the Company that he was resigning from his role as a direc

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On February 3, 2025, the Company issued a press release relating to the appointment of Randall Seidl, a copy of which is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The information furnished in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. 1 Forward-Looking The disclosure herein includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "project," "forecast," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward looking. These forward-looking statements include, but are not limited to, (1) statements regarding estimates and forecasts of other financial, performance and operational metrics and projections of market opportunity; (2) references with respect to the anticipated benefits of the recently-completed business combination between RET Holdco, RET, and Coliseum Acquisition Corp. (the "Business Combination") and the projected future financial performance of RET; (3) changes in the market for RET's services and technology, expansion plans and opportunities; (4) the projected technological developments of RET; (5) current and future potential

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 10.1 Termination Letter dated January 29, 2025, between the Company, RET and Christopher Riley 99.1 Press Release dated February 3, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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 hereunto duly authorized. Date: February 3, 2025 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. By: /s/ Oanh Truong Name: Oanh Truong Title: Interim Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR