Rain Enhancement converts $4M debt to equity at $2.48/share; issues shares to insiders

Rain Enhancement Technologies Holdco, Inc.

RHY Management (affiliate of Chairman Harry You) converted $4M of outstanding debt into 1,612,903 shares of Class A common at $2.48/share.
Issued 50,000 shares to interim CFO Oanh Truong and 490,000 total shares to directors, advisors, and contractor as deferred compensation.
Total shares outstanding after issuance: 10,283,984. Conversion shares locked up until Dec 31, 2026.
Debt conversion reduces outstanding from ~$12.3M to ~$8.3M; shares priced at volume-weighted average price of preceding ten trading days.

item 1.01 item 3.02 item 5.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Rain Enhancement Technologies Holdco, Inc. issued 1,612,903 shares of Class A Common Stock of common stock to RHY Management LLC for $4,000,000 of indebtedness.

Security: common stock
Shares: 1,612,903 shares of Class A Common Stock
Purchaser: RHY Management LLC
Consideration: $4,000,000 of indebtedness

Exact text from the filing

RHY exchanged an aggregate of $4,000,000 of indebtedness owed by the Company to RHY into shares of Class A common stock, par value $0.0001 per share, of the Company (the “ Class A Common Stock ”), at a price per share equal to the volume-weighted average price of the Class A Common Stock for the ten trading days preceding the date of the Conversion Agreement, which was $2.48 per share, for an aggregate of 1,612,903 shares of Class A Common Stock.

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Rain Enhancement Technologies Holdco, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-26-066794

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