8-K
filed January 7, 2025, 6:59 PM ET
ticker RAIN
CIK 0002028293
M&A
confidence high
sentiment neutral
materiality 0.80
Rain Enhancement Technologies Holdco, Inc. (RAIN): M&A transaction — Rain Enhancement Technologies completes SPAC merger with Coliseum Acquisition, begins trading on Nasdaq
Rain Enhancement Technologies Holdco, Inc.
- SPAC merger closed Dec 31, 2024; new company Holdco trades as RAIN/RAINW on Nasdaq.
- ~207,510 public shares redeemed at ~$11.41 each, withdrawing ~$2.37M from trust.
- PIPE investment of ~$1.35M from insiders at ~$11.39/share; affiliates of You, Dacier, Dickerson.
- Line of credit with RHY (Harry You affiliate) for up to $10.1M (including $3.1M rollover) at 5% interest, 2-year maturity.
- Founders (You, de Masi, Dacier) subject to 2-year lock-up; Meteora forward purchase for up to 750k shares, prepaid ~$4.1M.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Randy Seidl was appointed as Director at Rain Enhancement Technologies Holdco, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective upon the SPAC Merger Effective Time, and in accordance with the terms of the Business Combination, each of Harry You, Christopher Riley, Randy Seidl, Alexandra Steele, Lyman Dickerson and J. Eric Smith are the directors of Holdco.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
J. Eric Smith was appointed as Director at Rain Enhancement Technologies Holdco, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective upon the SPAC Merger Effective Time, and in accordance with the terms of the Business Combination, each of Harry You, Christopher Riley, Randy Seidl, Alexandra Steele, Lyman Dickerson and J. Eric Smith are the directors of Holdco.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher Riley was appointed as Director at Rain Enhancement Technologies Holdco, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective upon the SPAC Merger Effective Time, and in accordance with the terms of the Business Combination, each of Harry You, Christopher Riley, Randy Seidl, Alexandra Steele, Lyman Dickerson and J. Eric Smith are the directors of Holdco.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lyman Dickerson was appointed as Director at Rain Enhancement Technologies Holdco, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective upon the SPAC Merger Effective Time, and in accordance with the terms of the Business Combination, each of Harry You, Christopher Riley, Randy Seidl, Alexandra Steele, Lyman Dickerson and J. Eric Smith are the directors of Holdco.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Harry You was appointed as Director at Rain Enhancement Technologies Holdco, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective upon the SPAC Merger Effective Time, and in accordance with the terms of the Business Combination, each of Harry You, Christopher Riley, Randy Seidl, Alexandra Steele, Lyman Dickerson and J. Eric Smith are the directors of Holdco.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Randy Seidl was appointed as Co-Chief Executive Officer at Rain Enhancement Technologies Holdco, Inc..
- Action
- appointed
- Role
- Co-Chief Executive Officer
Exact text from the filing
Additionally, effective upon the SPAC Merger Effective Time, the following Holdco executive officers were appointed: Christopher Riley was appointed Interim Co-Chief Executive Officer, Randy Seidl was appointed Co-Chief Executive Officer and Oanh Truong was appointed Interim Chief Financial Officer and Corporate Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher Riley was appointed as Interim Co-Chief Executive Officer at Rain Enhancement Technologies Holdco, Inc..
- Action
- appointed
- Role
- Interim Co-Chief Executive Officer
Exact text from the filing
Additionally, effective upon the SPAC Merger Effective Time, the following Holdco executive officers were appointed: Christopher Riley was appointed Interim Co-Chief Executive Officer, Randy Seidl was appointed Co-Chief Executive Officer and Oanh Truong was appointed Interim Chief Financial Officer and Corporate Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alexandra Steele was appointed as Director at Rain Enhancement Technologies Holdco, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective upon the SPAC Merger Effective Time, and in accordance with the terms of the Business Combination, each of Harry You, Christopher Riley, Randy Seidl, Alexandra Steele, Lyman Dickerson and J. Eric Smith are the directors of Holdco.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Oanh Truong was appointed as Interim Chief Financial Officer and Corporate Secretary at Rain Enhancement Technologies Holdco, Inc..
- Action
- appointed
- Role
- Interim Chief Financial Officer and Corporate Secretary
Exact text from the filing
Additionally, effective upon the SPAC Merger Effective Time, the following Holdco executive officers were appointed: Christopher Riley was appointed Interim Co-Chief Executive Officer, Randy Seidl was appointed Co-Chief Executive Officer and Oanh Truong was appointed Interim Chief Financial Officer and Corporate Secretary.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Rain Enhancement Technologies Holdco, Inc.: Amendment and restatement of bylaws in connection with business combination closing (effective 2024-12-19).
- Change
- bylaw amendment
- Effective
- 2024-12-19
Exact text from the filing
On December 19, 2024, in connection with the Closing of the Business Combination, Holdco amended and restated its articles of organization (as amended and restated, the “ A&R Charter ”) and its bylaws (as amended, the “ A&R Bylaws ”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Rain Enhancement Technologies Holdco, Inc.: Adoption of a new Code of Business Conduct and Ethics.
- Change
- code of ethics
Exact text from the filing
Effective upon the SPAC Merger Effective Time, in connection with the consummation of the Business Combination, the Board adopted a new Code of Business Conduct and Ethics, which is applicable to all employees, officers and directors of Holdco, which is filed herewith as Exhibit 14.1.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Rain Enhancement Technologies Holdco, Inc.: Amendment and restatement of articles of organization in connection with business combination closing (effective 2024-12-19).
- Change
- charter amendment
- Effective
- 2024-12-19
Exact text from the filing
On December 19, 2024, in connection with the Closing of the Business Combination, Holdco amended and restated its articles of organization (as amended and restated, the “ A&R Charter ”) and its bylaws (as amended, the “ A&R Bylaws ”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Rain Enhancement Technologies Holdco, Inc.: Ceased being a shell company upon completion of the SPAC Merger.
- Change
- shell status
Exact text from the filing
As a result of the Business Combination, Coliseum ceased being a shell company upon the completion of the SPAC Merger, when it merged with and into Merger Sub 1 and ceased to exist.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
Rain Enhancement Technologies Holdco, Inc. underwent a change of control involving Coliseum Acquisition Corp for Coliseum shareholders received one share of Holdco Class A Common Stock per Coliseum Class A ordinary share; RET shareholders received approximately 1,434 share (closed 2024-12-31).
- Action
- change of control
- Counterparty
- Coliseum Acquisition Corp
- Consideration
- Coliseum shareholders received one share of Holdco Class A Common Stock per Coliseum Class A ordinary share; RET shareholders received approximately 1,434 share
- Closing
- 2024-12-31
Exact text from the filing
ecember 31, 2024 (the “ Closing Date ”), Coliseum Acquisition Corp, a Cayman Islands exempted company (“ Coliseum ”), Rain Enhancement Technologies, Inc., a Massachusetts corporation (“ RET ”), Rain Enhancement Technologies Holdco,
View on SEC.gov
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