8-K
Rain Enhancement Technologies Holdco, Inc. (RAIN)
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): November 5, 2025
RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.
(Exact name of registrant as specified in its charter)
| Massachusetts | 001-42460 | 99-3527155 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A common stock, par value $0.0001 per share | RAIN | The Nasdaq Stock Market LLC |
| Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | RAINW | The Nasdaq Stock Market LLC |
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 3.01 Notice of Delisting or Failure to Satisfy a ContinuedListing 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.”
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.
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
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 statements herein include potential adverse effects on the Company’s business related to the disclosures made in this Current Report 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 statements contained in this Current Report on Form 8-K, including the exhibit hereto, speak only as of the date hereof and the Company 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
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 |
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Exhibit 99.1
Rain Enhancement Technologies Holdco, Inc. RegainsCompliance with Nasdaq Listing Requirements
| - | Transfers listing to the Nasdaq Capital Market |
|---|
NAPLES, FL, November 7, 2025 – Rain Enhancement Technologies Holdco, Inc. (the “Company”) (Nasdaq: RAIN, RAINW), today announced that it has regained compliance with the continued listing requirements of Nasdaq and has transferred the listing of its securities from the Nasdaq Global Market to the Nasdaq Capital Market.
As previously announced, the Company was previously non-compliant with two requirements for continued listing on the Nasdaq Global Market: the requirement to maintain a market value of listed securities of at least $50 million and the requirement to maintain a market value of publicly held shares of at least $15 million. The Company requested a hearing from a hearing panel (the “Panel”) of the Nasdaq Stock Market LLC (“Nasdaq”) to request additional time to regain compliance with such requirements. The Panel granted the Company’s request for continued listing on Nasdaq, subject to the Company’s application to transfer its listing from the Nasdaq Global Market to the Nasdaq Capital Market on or before October 20, 2025 and its demonstration of compliance with all listing rules of the Nasdaq Capital Market on or before October 31, 2025. Among other things, the Nasdaq Capital Market requires the Company to maintain a market value of listed securities of at least $35 million and a market value of publicly held shares of at least $1 million for continued listing on the Nasdaq Capital Market.
The Company applied for listing on the Nasdaq Capital Market and demonstrated compliance with all of the applicable listing rules of the Nasdaq Capital Market, and Nasdaq approved the listing of the Company’s securities on the Nasdaq Capital Market. In connection with the approval of the Company’s application, the listing qualifications staff of Nasdaq indicated that the Company had demonstrated compliance with the listing rules of the Nasdaq Capital Market.
The Company’s Class A common stock and warrants will continue to trade under the symbols “RAIN” and “RAINW”, respectively.
About Rain Enhancement Technologies Holdco,Inc.
The Company was founded to provide the world with reliable access to water, one of life’s most important resources. To achieve this mission, the Company aims to develop, manufacture and commercialize ionization rainfall generation technology. This weather modification technology seeks to provide the world with reliable access to water, and transform business, society and the planet for the better.
Cautionary Note Regarding Forward-Looking Statements
Certain information contained in this press release 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 statements herein include potential adverse effects on the Company’s business related to the disclosures made in this press release, 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 statements contained in this press release speak only as of the date of this press release and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this press release, unless required by law.
Contacts:
Investors
RainwaterTechIR@icrinc.com
Media
RainwaterTechPR@icrinc.com