Form 8-K

8-K — Rain Enhancement Technologies Holdco, Inc.

Accession: 0001213900-26-073834

Filed: 2026-06-30

Period: 2026-06-30

CIK: 0002028293

SIC: 3590 (MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0296474-8k_rain.htm (Primary)

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8-K — CURRENT REPORT

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 30, 2026

Rain

Enhancement Technologies Holdco, Inc.

(Exact

name of Registrant as Specified in Its Charter)

Massachusetts

001-42460

99-3527155

(State

or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

Rain

Enhancement Technologies Holdco, Inc.

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

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 240.13(c))

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 ☒

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.

On June 30, 2026, Rain Enhancement Technologies Holdco, Inc. (the “Company”)

entered into a Sales Agreement (the “Sales Agreement”) with Needham & Company, LLC, as sales agent (the “Sales Agent”),

pursuant to which the Company may offer and sell from time to time, at its option through the Sales Agent, shares of the Company’s

Class A common stock, $0.0001 par value per share (“common stock”), having an aggregate offering price of up to $3,513,524.

The issuance and sale, if any, of shares of common stock under the Sales Agreement will be made pursuant to the Company’s registration

statement on Form S-3, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 30, 2026 (the “Registration

Statement”), including a base prospectus contained therein and a related prospectus supplement specific to the sale.

No shares of common stock will be offered, issued or sold under the

Sales Agreement until the specific number of shares (up to the maximum aggregate offering price set forth above) and pricing parameters

therefor have been authorized by the Board of Directors or a duly authorized committee, as they may determine from time to time. Such

sales, if any, may be made by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities

Act of 1933, as amended (the “Securities Act”), including sales made directly on The Nasdaq Capital Market or any other trading

market for the Company’s common stock. Under the terms of the Sales Agreement, the Company will set the parameters for the sale

of shares, including the number of shares to be issued, the time period during which sales are requested to be made, any limitation on

the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Based upon the Company’s

instructions and subject to the terms and conditions of the Sales Agreement, the Sales Agent will use its commercially reasonable efforts

to sell the shares of common stock. The Company is not obligated to sell any shares of common stock under the Sales Agreement. The Company

or the Sales Agent may at any time suspend or terminate the offering of the common stock upon notice to the other party and subject to

other conditions. The issuance and sale, if any, of shares of common stock by the Company under the Sales Agreement is subject to SEC

declaring the Registration Statement effective, and the Company makes no assurances as to the effectiveness or continued effectiveness

of the Registration Statement.

The Company intends to use

the net proceeds from sales of common stock, if any, under the Sales Agreement primarily for working capital, capital expenditures and

other general corporate purposes.

The

compensation payable to the Sales Agent as sales agent shall be up to 3.0% of the gross sales price of the shares of common stock sold

through the sales agent pursuant to the Sales Agreement. In addition, the Company will reimburse the Sales Agent for certain expenses

incurred in connection with the Sales Agreement, and the Company has agreed in the Sales Agreement to provide indemnification and contribution

to the Sales Agent against certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934,

as amended. The Company also made certain customary representations, warranties and covenants concerning the Company and the shares of

common stock in the Sales Agreement.

The

Sales Agreement is attached to this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference. The foregoing

description of the material terms of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference

to the exhibit attached hereto.

The

representations, warranties and covenants contained in the Sales Agreement were made solely for the benefit of the parties to the Sales

Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Sales Agreement is incorporated

herein by reference only to provide investors with information regarding the terms of the Sales Agreement and not to provide investors

with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the

Company’s periodic reports and other filings with the SEC.

This

Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the shares of common stock discussed

herein, nor shall there be any offer, solicitation, or sale of the shares of common stock in any state or other jurisdiction in which

such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state

or other jurisdiction.

Forward Looking Statements

Certain information contained

in this Current Report on Form 8-K consists of forward-looking statements that involve risks, uncertainties and assumptions that are difficult

to predict. Words such as “must,” “will,” “may,” “intends,” and similar expressions, or

the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking.

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 sell any shares of common stock under the Sales Agreement,

that any such sales will be made at anticipated prices, that the Registration Statement will be declared or will remain effective, or

that the net proceeds from any such sales, if any, will be used as currently anticipated. 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, 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, 2025 and the Company's other filings with the SEC. The forward-looking statements contained in this Current Report on Form

8-K speak only as of the date of this report 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 report, unless required by law.

Item 9.01 Financial Statements and Exhibits

Exhibit

No.

Description

1.1

Sales Agreement, dated June 30, 2026, by and between Rain Enhancement Technologies Holdco, Inc. and Needham & Company, LLC (incorporated by reference to Exhibit 1.2 on the Form S-3 filed with the Securities and Exchange Commission by Rain Enhancement Technologies Holdco, Inc. on June 30, 2026).

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

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:

June 30, 2026

Rain

Enhancement Technologies Holdco, Inc.

By:

/s/

Randall Seidl

Randall

Seidl

Chief

Executive Officer

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Entity Registrant Name

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Entity Central Index Key

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Entity Tax Identification Number

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Entity Incorporation, State or Country Code

Entity Address, Address Line One

Rain

Enhancement Technologies Holdco, Inc.

Entity Address, Address Line Two

4851

Tamiami Trail N

Entity Address, Address Line Three

Suite 200

Entity Address, City or Town

Naples

Entity Address, State or Province

Entity Address, Postal Zip Code

34103

City Area Code

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Local Phone Number

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