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):

March 31, 2026

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

1659 Chinaberry Ct.

Naples, FL 34105

(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 1.01 Entry into a Material Definitive Agreement.

Effective as of March 31, 2026, Rain Enhancement Technologies Holdco, Inc. (the “Company”) and RHY Management LLC, an affiliate of Harry You, the Company’s chairman and a beneficial owner of more than 10% of the Company’s Class A common stock and Class B common stock, (“RHY”) entered into an amendment (the “Loan Agreement Amendment”) to that certain Loan Agreement between RHY and the Company, dated as of December 30, 2024 (the “Loan Agreement”), increasing the amount that could be borrowed by the Company under the line of credit (the “LOC”) pursuant to the Loan Agreement from $7,000,000 to $10,000,000.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement Amendment. A copy of the Loan Agreement Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligationunder an Off-Balance Sheet Arrangement of a Registrant.

The information relating to the Loan Agreement Amendment contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent required herein.

As previously disclosed, the LOC bears interest at the greater of 5% per annum or the applicable IRS short-term rate in the month of each drawdown (“Interest Rate”), payable quarterly in arrears. If a quarterly payment is missed, the loan balance increases by an amount equal to the principal multiplied by the Default Rate (as defined below). If an event of default has occurred and is continuing, then upon written notice by RHY to the Company, the outstanding principal balance and any unpaid accrued interest will accrue interest at 2% above the Interest Rate (the “Default Rate”).

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Item 9.01. Financial Statements and Exhibits.

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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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Exhibit 10.1

AMENDMENT TO LOAN AGREEMENT

This Amendment to the Loan Agreement (as defined herein) (this “Amendment”) is made and entered into as of March 31, 2026, by and among Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (the “Borrower”), RHY Management LLC, a limited liability company controlled by Harry L. You (the “Lender”) and Harry L. You (“Mr. You”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Loan Agreement.

RECITALS

WHEREAS, Borrower, Lender and Mr. You entered into that certain Loan Agreement, dated as of December 30, 2024, as amended, restated, supplemented or modified from time to time (the “Loan Agreement”);

WHEREAS, on the terms and subject to the conditions set forth herein, the Lender is willing and the Borrower desires to increase the Commitment of the Loan Agreement from up to Seven Million Dollars ($7,000,000) to up to Ten Million Dollars ($10,000,000) (the “Commitment Increase”);

WHEREAS, the terms of the Loan Agreement may be amended with the written consent of the Borrower, Lender and Mr. You.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Borrower, Lender and Mr. You agree as follows:

a. Recitals. Borrower, Lender and Mr. You acknowledge and agree that the recitals set forth above are true and correct and are hereby incorporated into and made a part of this Amendment.

b. PrincipalIncrease. The Commitment of the Loan Agreement is hereby increased to up to Ten Million Dollars ($10,000,000) to reflect the Commitment Increase. All references to the Commitment or similar words used in the Loan Agreement shall be deemed to refer to the Commitment as amended by this Amendment, as the same may be further amended, replaced, supplemented or otherwise modified from time to time.

[Signature page follows]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.

[Signature Page to Amendment to Loan Agreement]