What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-04-15 compared with 2025-04-16 · 14 added, 39 removed, 3 unchanged (95% of the section changed)

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

Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

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.

As of April 15, 2025, there were approximately

As of March 31, 2026, there were approximately

65 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.

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.

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.

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.

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity