Rain Enhancement Technologies Files IPO Amendment

TL;DR

Rain Enhancement IPO amendment filed. Looks like they're getting ready to go public.

AI Summary

Rain Enhancement Technologies Holdco, Inc. filed an S-1/A amendment on February 11, 2025, for its initial public offering. The company, incorporated in Massachusetts, is based in Naples, Florida, and operates in the industrial machinery sector. Randy Seidl is the CEO.

Why It Matters

This filing indicates Rain Enhancement Technologies is moving forward with its plan to become a publicly traded company, which could impact its ability to raise capital and its future growth trajectory.

Risk Assessment

Risk Level: medium — As a company pursuing an IPO, there are inherent risks associated with market reception, regulatory hurdles, and the company's ability to execute its business plan post-offering.

Key Numbers

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

Key Players & Entities

• Rain Enhancement Technologies Holdco, Inc. (company) — Registrant
• February 11, 2025 (date) — Filing Date
• Massachusetts (jurisdiction) — State of Incorporation
• Naples, FL (location) — Principal Executive Offices
• Randy Seidl (person) — Chief Executive Officer
• 339-222-6714 (phone_number) — Registrant's Telephone Number
• White & Case LLP (company) — Legal Counsel

FAQ

Key Financial Figures

• $700,000 — for aggregate proceeds of approximately $700,000. On January 29, 2025, the Company close
• $500,000 — 2025, the Company closed an additional $500,000 of investment pursuant to the PIPE Subs
• $150,000 — 25, the Company closed on an additional $150,000 of investment pursuant to the PIPE Subs

Filing Documents

• ea0230690-s1a1_rainenhance.htm (S-1/A) — 89KB
• ea023069001ex5-1_rainenhan.htm (EX-5.1) — 25KB
• ex5-1_001.jpg (GRAPHIC) — 5KB
• 0001213900-25-012215.txt ( ) — 122KB

Other Expenses of Issuance and Distribution

Item 13. Other Expenses of Issuance and Distribution. The following table sets forth the estimated expenses to be borne by the registrant in connection with the issuance and distribution of the Class A Common Stock being registered hereby. Expense Estimated Amount Securities and Exchange Commission registration fee $ 2,850.43 Accounting fees and expenses * Legal fees and expenses * Financial printing and miscellaneous expenses * Total $ * * These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be defined at this time. The Company will generally bear all costs, fees and expenses incurred in effecting the registration of the Class A Common Stock covered by this Registration Statement, including all registration and filing fees, Nasdaq listing fees and fees and expenses of the Company’s counsel and independent registered public accountants. All amounts are estimates except the SEC registration fee.

Indemnification of Directors and Officers

Item 14. Indemnification of Directors and Officers. Holdco is a Massachusetts corporation. Massachusetts General Laws Chapter 156D, Sections 8.51 – 8.59, inclusive, provide that a corporation may, subject to certain limitations, indemnify its directors, officers, employees and other agents, and individuals serving with respect to any employee benefit plan, and must, in certain cases, indemnify a director or officer for his reasonable costs if he is wholly successful in his defense in a proceeding to which he was a party because he was a director or officer of the corporation. In certain circumstances, a court may order a corporation to indemnify its officers or directors or advance their expenses. Chapter 156D, Section 8.58 allows a corporation to limit or expand its obligation to indemnify its directors, officers, employees and agents in the corporation’s articles of organization, a bylaw adopted by the shareholders, or a contract adopted by its board of directors or shareholders. Both chapter 156D, Section 8.57 and the Holdco A&R Articles provide that the corporation may purchase and maintain insurance against liability incurred by an officer or director in his capacity as officer or director or while serving at Holdco’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, or arising out of his or her status as such. Holdco has obtained directors’ and officers’ liability insurance for Holdco, the First Surviving Company, and the Second Surviving Company that covers (i) those persons who were directors and officers of RET prior to the Closing and (ii) those persons who will be the directors and officers of Holdco and its subsidiaries (including the Second Surviving Company after the effective time of the Company Merger) at and after the Closing on terms not less favorable than the better of (x) the t

Recent Sales of Unregistered Securities

Item 15. Recent Sales of Unregistered Securities. The Class A Common Stock being registered hereby includes shares of Class A Common Stock (including shares underlying shares of Class B Common Stock) issued to the former shareholders of RET upon the closing of the Business Combination as consideration for their shares of common stock of RET pursuant to the terms of the Business Combination Agreement, shares of Class A Common Stock issued to the former sponsors of Coliseum upon the closing of the Business Combination as consideration for their Coliseum Class A ordinary shares pursuant to the terms of the Business Combination Agreement, shares of Class A Common Stock issued at the closing of the Business Combination upon the exchange of Coliseum Private Placement Warrants pursuant to the Warrant Exchange Agreement, shares of Class A Common Stock issued to PIPE Investors pursuant to the terms of the PIPE Subscription Agreements, and shares of Class A Common Stock issued to a vendor as consideration for services rendered. On December 31, 2024, in connection with the Closing of the Business Combination, the former RET shareholders received an aggregate of 2,125,540 shares of Class A Common Stock and 57,572 shares of Class B Common Stock pursuant to the terms of the Business Combination Agreement. On December 31, 2024, In connection with the Closing of the Business Combination, on December 31, 2024, Holdco issued 61,474 shares of Class A Common Stock to the PIPE Investors pursuant to the PIPE Subscription Agreements, for aggregate proceeds of approximately $700,000. On January 29, 2025, the Company closed an additional $500,000 of investment pursuant to the PIPE Subscription Agreements and issued an aggregate of 43,910 shares of Class A Common Stock to the PIPE Investors. On February 6, 2025, the Company closed on an additional $150,000 of investment pursuant to the PIPE Subscription Agreements and issued an aggregate of 13,173 shares of Class A Common Stock to the PI

Exhibits and Financial Statement

Item 16. Exhibits and Financial Statement Schedules. Exhibit Number Description 2.1† Business Combination Agreement, dated June 25, 2024, by and among Coliseum Acquisition Corp., Rain Enhancement Technologies, Inc., Rain Enhancement Technologies Holdco, Inc., Rainwater Merger Sub 1, Inc., and Rainwater Merger Sub 2, Inc. (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4 (File No. 333-283425)). 2.2 Assignment of Business Combination Agreement, dated August 22, 2024, by and among Rainwater Merger Sub 2, Inc. and Rainwater Merger Sub 2A, Inc. (incorporated by reference to Exhibit 2.2 to the Registration Statement on Form S-4 (File No. 333-283425)). 2.3† Amendment to Business Combination Agreement, dated August 22, 2024, by and among Coliseum Acquisition Corp., Rain Enhancement Technologies, Inc., Rain Enhancement Technologies Holdco, Inc., Rainwater Merger Sub 1, Inc., and Rainwater Merger Sub 2A, Inc. (incorporated by reference to Exhibit 2.3 to the Registration Statement on Form S-4 (File No. 333-283425)). 3.1 Amended and Restated Articles of Organization of Rain Enhancement Technologies Holdco, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on January 7, 2025). 3.2 Amended and Restated Bylaws of Rain Enhancement Technologies Holdco, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on January 7, 2025). 4.1 Specimen Class A Common Stock Certificate of Rain Enhancement Technologies Holdco, Inc. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 (File No. 333-283425)). 4.2 Specimen Warrant Certificate of Rain Enhancement Technologies Holdco, Inc. (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-4 (File No. 333-283425)). 4.3 Warrant Agreement, dated June 22, 2021, by and between Coliseum Acquisition Corp. and Continental Stock Transfer & Trust Co

Undertakings

Item 17. Undertakings. The undersigned registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (i), (ii) and (iii) do not apply if the registration statement is on Form S-1 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement; (2) that, for the purpose of determining any

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