RAIN to merge with Tensor Networks at $180M valuation; Tensor holders to own ~90% of combined company

Rain Enhancement Technologies Holdco, Inc.

• RAIN, Merger Sub and Tensor Networks signed a merger agreement on Nov. 12, 2026; Tensor would become a wholly owned RAIN subsidiary, with closing expected in February 2027.
• Exchange ratio values RAIN at $20M and Tensor Networks at $180M; Tensor pre-merger holders to own ~90% of combined company, RAIN shareholders ~10% fully diluted.
• Closing conditions include at least $25M gross cash from Financing less Tensor SAFEs; Tensor may raise up to $5M via SAFEs pre-close; no definitive financing agreements signed yet.
• Governance: 7-member board (4 Tensor designees, 2 RAIN incl. Harry You as non-exec chairman, 1 mutual); Eric Frazier becomes CEO, Randy Seidl becomes President.
• Other terms: reverse stock split, Class B conversion, RAIN debt restructuring, name change; 2026 Equity Incentive Plan reserve 5%; lock-ups 18 months insiders, 12 months employees.