Item 5. Market for Registrant’s Common Equity
Item 5. Market for Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Shares of our Class
A Common Stock and Warrants began trading on Nasdaq under the symbols “RAIN” and “RAINW”, respectively, on January
2, 2025. Shares of our Class B Common Stock do not trade on any market.
Holders
As of April 15, 2025, there were approximately
32 record holders of Class A Common Stock, 3 record holders of Class B Common Stock and 1 record holder of Warrants. The number of holders
of record does not include a substantially greater number of “street name” holders or beneficial holders whose shares of Class
A Common Stock and Warrants are held of record by banks, brokers and other financial institutions.
Dividends
Holdco has not paid any dividends to its shareholders.
It is the present intention of the Board to retain all earnings, if any, for use in Holdco’s business operations and, accordingly,
the Holdco does not anticipate declaring any dividends in the foreseeable future. The Board will consider whether or not to institute
a dividend policy. The determination to pay dividends will depend on many factors, including, among others, Holdco’s financial
condition, current and anticipated cash requirements, contractual restrictions and financing agreement covenants, solvency tests imposed
by applicable corporate law and other factors that the Board may deem relevant.
Recent Sales of Unregistered Securities
On December 31, 2024, in connection with the Closing,
the former RWT shareholders received an aggregate of 2,125,540 shares of Class A Common Stock and 57,572 shares of Class B Common Stock
pursuant to the terms of the Business Combination Agreement.
On December 31, 2024, in connection with the Closing,
Holdco issued 61,474 shares of Class A Common Stock to the PIPE Investors pursuant to the PIPE Subscription Agreements, for aggregate
proceeds of approximately $700,000 and also recorded a subscription receivable of $650,000 from two PIPE Investors for the purchase of
57,083 shares of Class A Common Stock. On January 29, 2025, the Company closed $500,000 of such subscription receivable pursuant
to the PIPE Subscription Agreements and issued an aggregate of 43,910 shares of Class A Common Stock to the PIPE Investors. On February
6, 2025, the Company closed on the remaining $150,000 of subscription receivable pursuant to the PIPE Subscription Agreements and issued
an aggregate of 13,173 shares of Class A Common Stock to the PIPE Investors.
In connection with the Business Combination,
pursuant to the terms of the Warrant Exchange Agreement, on December 31, 2024, Holdco issued an aggregate of 806,250 shares of Class
A Common Stock to the former holders of Coliseum Private Placement Warrants.
In connection with the Business Combination,
on December 31, 2024, Holdco issued an aggregate of 5,000 shares of Class A Common Stock to a vendor as consideration for services rendered.
The shares of Class A Common Stock issued to
the PIPE Investors pursuant to the PIPE Subscription Agreements, the shares of Class A Common Stock and Class B Common Stock issued to
the RWT shareholders pursuant to the Business Combination Agreement, the shares of Class A Common Stock issued pursuant to the Warrant
Exchange, and the shares of Class A Common Stock issued to the vendor, have not been registered under the Securities Act and
have been issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation
D promulgated under the Securities Act, as a transaction by an issuer not involving a public offering.
Item 6. [Reserved]
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