8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported):

December 22, 2025

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

(Exact name of registrant as specified in its charter)

4851 Tamiami Trail N, Suite 200

Naples, FL 34103

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

339-222-6714

(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:

Securities registered pursuant to Section 12(b) of the Act

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. ☐

Item 5.02. Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 22, 2025, the board of directors (“Board”) of Rain Enhancement Technologies Holdco, Inc. (the “Company”) increased the size of the Board from seven to eight directors. Also on December 22, 2025, pursuant to the terms of the Company’s Amended and Restated Articles of Organization and the Company’s Bylaws, the holders of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), unanimously approved by written consent the appointment of Mr. David C. Sylvester to fill the resulting vacancy.

Mr. Sylvester was appointed to serve as a Class II director with a term expiring at the Company’s 2027 annual meeting of stockholders. Mr. Sylvester will serve on the Audit Committee of the Board. The Board has determined that Mr. Sylvester is an independent director and meets the applicable standards for Audit Committee service under both the Nasdaq Stock Market Rules and Rule 10A-3 under the Securities Exchange Act of 1934.

In connection with his appointment to the Board, Mr. Sylvester entered into a Director Agreement consistent with the Company’s form of Director Agreement that is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 7, 2025. The grant of restricted stock to Mr. Sylvester pursuant to the Director Agreement was deferred by the Board. Additionally, in connection with his appointment to the Board, Mr. Sylvester entered into an Indemnity Agreement consistent with the Company’s form of Indemnity Agreement that is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 7, 2025.

There are no arrangements or understandings between Mr. Sylvester and any other persons pursuant to which Mr. Sylvester was selected as a director of the Company. There are no family relationships between Mr. Sylvester and any of the Company’s other directors or executive officers and Mr. Sylvester does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 5.07 Submission of Matters to a Vote ofSecurity Holders.

The information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07 to the extent required. Pursuant to the Company’s Amended and Restated Articles of Organization and the Company’s Bylaws, until the Voting Threshold Date (as defined in the Company’s Amended and Restated Articles of Organization) only the holders of Class B Common Stock are entitled to fill vacancies occurring in the Board as a result of an increase in the authorized number of directors. As the appointment of Mr. Sylvester was approved by unanimous written consent, there are no votes against, withholding or abstaining, and no broker non-votes in relation to this matter.

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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.

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