--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-25-001708" form_type: "8-K" ticker: "RAIN" cik: "0002028293" company_name: "Rain Enhancement Technologies Holdco, Inc." filed_at: "2025-01-07T23:59:59+00:00" generated_at: "2026-05-28T09:25:03.319638+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Rain Enhancement Technologies completes SPAC merger with Coliseum Acquisition, begins trading on Nasdaq ## Summary - 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. ## SEC filing metadata - accession: 0001213900-25-001708 - form_type: 8-K - ticker: RAIN - cik: 0002028293 - company_name: Rain Enhancement Technologies Holdco, Inc. - filed_at: 2025-01-07T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 5.02, 2.01, 3.02, 9.01, 2.03, 3.03, 5.03, 5.01, 5.05, 5.06 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2028293/000121390025001708/0001213900-25-001708-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2028293/000121390025001708/ea0226850-8k_rainenhanc.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-25-001708 - JSON: https://secwatch.observer/filing/0001213900-25-001708.json - Plain text: https://secwatch.observer/filing/0001213900-25-001708.txt ## Key facts - Executive change Randy Seidl was appointed as Director at Rain Enhancement Technologies Holdco, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2028293/000121390025001708/0001213900-25-001708-index.htm - Executive change J. Eric Smith was appointed as Director at Rain Enhancement Technologies Holdco, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2028293/000121390025001708/0001213900-25-001708-index.htm - Executive change Christopher Riley was appointed as Director at Rain Enhancement Technologies Holdco, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2028293/000121390025001708/0001213900-25-001708-index.htm - Executive change Lyman Dickerson was appointed as Director at Rain Enhancement Technologies Holdco, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2028293/000121390025001708/0001213900-25-001708-index.htm - Executive change Harry You was appointed as Director at Rain Enhancement Technologies Holdco, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2028293/000121390025001708/0001213900-25-001708-index.htm - Executive change Randy Seidl was appointed as Co-Chief Executive Officer at Rain Enhancement Technologies Holdco, Inc.. - Action: appointed - Role: Co-Chief Executive Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2028293/000121390025001708/0001213900-25-001708-index.htm - Executive change Christopher Riley was appointed as Interim Co-Chief Executive Officer at Rain Enhancement Technologies Holdco, Inc.. - Action: appointed - Role: Interim Co-Chief Executive Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2028293/000121390025001708/0001213900-25-001708-index.htm - Executive change Alexandra Steele was appointed as Director at Rain Enhancement Technologies Holdco, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2028293/000121390025001708/0001213900-25-001708-index.htm - Executive change 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2028293/000121390025001708/0001213900-25-001708-index.htm - Governance Changes 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 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/2028293/000121390025001708/0001213900-25-001708-index.htm - Governance Changes Rain Enhancement Technologies Holdco, Inc.: Adoption of a new Code of Business Conduct and Ethics. - Change: code of ethics source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2028293/000121390025001708/0001213900-25-001708-index.htm - Governance Changes 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 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/2028293/000121390025001708/0001213900-25-001708-index.htm - Governance Changes Rain Enhancement Technologies Holdco, Inc.: Ceased being a shell company upon completion of the SPAC Merger. - Change: shell status source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/2028293/000121390025001708/0001213900-25-001708-index.htm - M&A Transactions 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 source text: 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, evidence_url: https://www.sec.gov/Archives/edgar/data/2028293/000121390025001708/0001213900-25-001708-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.