Rain Enhancement Technologies Holdco, INC. 8-K Filing

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

Filing Documents

• ea0264285-8k_rain.htm (8-K) — 31KB
• ea026428501ex99-1_rain.htm (EX-99.1) — 7KB
• 0001213900-25-107392.txt ( ) — 251KB
• rain-20251105.xsd (EX-101.SCH) — 4KB
• rain-20251105_def.xml (EX-101.DEF) — 26KB
• rain-20251105_lab.xml (EX-101.LAB) — 36KB
• rain-20251105_pre.xml (EX-101.PRE) — 25KB
• ea0264285-8k_rain_htm.xml (XML) — 6KB

01 Notice of Delisting or Failure to Satisfy a Continued

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On November 5, 2025, Rain Enhancement Technologies Holdco, Inc. (the "Company"), received a letter from the Staff of The Nasdaq Stock Market LLC ("Nasdaq") confirming that the Company has demonstrated compliance with the listing rules of the Nasdaq Capital Market. On October 21, 2025, Nasdaq approved the Company's application to "phase down" the listing of its Class A common stock and warrants from the Nasdaq Global Market to the Nasdaq Capital Market. The Company's Class A common stock will continue to trade under the symbol "RAIN" and the Company's warrants will continue to trade under the symbol "RAINW."

01 Regulation FD

Item 7.01 Regulation FD On November 7, 2025, the Company issued a press release announcing that the Company regained compliance with the Nasdaq listing requirements. A copy of that press release is furnished as Exhibit 99.1 to this Current Report, and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release, dated November 7, 2025 104 Cover Page Interactive Data File (embedded within the inline XBRL document)

Forward Looking Statements

Forward Looking Statements Certain information contained in this Current Report on Form 8-K, including the exhibit hereto, consists of forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will be able to maintain compliance with the listing standards of the Nasdaq Capital Market. Additional factors that could cause actual results to differ from the forward-looking on Form 8-K, including the exhibit hereto, or the initiation of new legal proceedings, volatility of the Company's stock price, and the other risk factors discussed under the caption "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, and the Company's other filings with the Securities and Exchange Commission. The forward-looking undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date hereof, unless required by law. 1

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: November 7, 2025 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. By: /s/ Randall Seidl Name: Randall Seidl Title: Chief Executive Officer 2

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