Rain Enhancement Technologies Holdco, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding and the preparation of the Company’s consolidated financial statements and required disclosures. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of December 31, 2025, due to the material weakness in our internal control over financial reporting described below in “Management’s Report on Internal Control over Financial Reporting”. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures is also based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. 53 Management’s Report on Internal Controls Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Our management, with the participation of our Chief Executive Officer and interim Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, using the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment and those criteria, management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2025, due to the material weakness described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Previously Identified Material Weakness in 2023 and Remediation As previously disclosed, in connection with the restatement of RET’s audited financial statements as of and for the year ended December 31, 2023 and as of December 31, 2022 and for the period from November 10, 2022 (inception) through December 31, 2022, RET’s management identified a material weakness in RET’s internal controls over financial reporting regarding the calculation of deferred tax assets and disclosure of income taxes in accordance with FASB ASC 740. Upon the completion of the Business Combination, RET became a wholly-owned subsidiary of the Company. During the year ended December 31, 2025, we implemented remediation measures designed to address this material weakness, including enhancing our review controls over the preparation of the income tax provision and related disclosures and engaging third-party tax professionals to assist management with the preparation and review of income tax calculations and disclosures. Management evaluated the design and operating effectiveness of these enhanced controls during the year ended December 31, 2025 and concluded that the material weakness had been remediated as of December 31, 2025. Newly Identified Material Weakness The Company obtained its D&O liability insurance coverage effective December 31, 2024. On January 2, 2025, the Company executed an agreement with a financing company to finance $640,000 of the premium. On January 30, 2025, the down payment and first installment was paid. The Company should have recorded the premium financing agreement as a liability, with an offset to prepaid expenses, upon its execution. The error was identified as part of the preparation of the Company’s consolidated financial statements for the year ended December 31, 2025. As a result of such error, our management has determined that a material weakness existed in our internal control over financial reporting. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2025. This material weakness resulted in a material misstatement that affected the presentation of prepaid expenses and related liabilities on our balance sheets. In connection with the preparation of the Company’s consolidated financial statements as of and for the year ended December 31, 2025, the Audit Committee, in consultation with management, determined that the Company should restate its previously issued unaudited condensed consolidated financial statements contained in its Quarterly Reports on Form 10-Q for each of the Affected Periods. Please see Note 2 to the Financial Statements included elsewhere in this Annual Report for such restatements. The Company intends to take steps to remediate this material weakness, including enhancing its internal controls over the accounting and review of recurring transactions, including insurance premium financing arrangements. Specifically, the Company plans to improve its accounting policies and implement a review control as part of the period-end close process to ensure such transactions are appropriately identified, evaluated, and recorded in accordance with U.S. GAAP. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. See “Risk Factors—Risks Relating to RET’s Business and Industry—We have identified material weaknesses in our internal control over financial reporting. Such material weaknesses could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner, could result in the loss of investor confidence, listing deficiencies or delisting from Nasdaq and litigation and adversely affect the trading of our securities.” 54 Limitations on the Effectiveness of Controls Management recognizes that any controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Because of these inherent limitations, our disclosure and internal controls may not prevent or detect all instances of fraud, misstatements or other control issues. In addition, projections of any evaluation of the effectiveness of disclosure or internal controls to future periods are subject to risks, including, among others, that controls may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate. Changes in Internal Control over Financial Reporting Management continued implementing and operating the enhanced controls described above relating to the preparation and review of income tax calculations and disclosures. Other than these remediation efforts, there was no other change in our internal control over financial reporting that occurred during the fourth fiscal quarter of 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, as the circumstances that led to the restatement of our financial statements for each of the quarters ended March 31, 2025 and June 30, 2025 described above had not yet been identified. Attestation Report of the Registered Public Accounting Firm This Annual Report does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act. Item 9B. Other Information. Effective as of March 31, 2026, the Company entered into an amendment to the Loan Agreement with RHY to increase the amount that the Company may borrow under the Loan Agreement from $7,000,000 to $10,000,000. During the quarter ended December 31, 2025, no director or officer adopted or terminated any (i) “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K intending to satisfy the affirmative defense conditions of Rule 10b5–1(c) or (ii) “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K; and (ii) there was no information that was required to be disclosed on a Current Report on Form 8-K during such quarter that was not so disclosed. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 55 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers The following sets forth certain information, as of the date of this report, concerning the directors and officers of Rain Enhancement Technologies Holdco, Inc. Ages are shown as of March 15, 2026. Name Age Position Randy Seidl 62 Chief Executive Officer and Director Oanh Truong 37 Interim Chief Financial Officer Christopher Riley 60 Director Harry You 65 Director Alexandra Steele 58 Director Lyman Dickerson 81 Director Marcus Peperzak 77 Director Bob Reardon 61 Director David Sylvester 61 Director Executive Officers Randy Seidl has served as Chief Executive Officer and as a director of Rain Enhancement Technologies Holdco Inc. since January 2, 2025. In 2020, Mr. Seidl founded and continues to serve as Chairman of Sales Community, a sales social network with a mission to add value to technology sales professionals. In 2016, he founded and continues to serve as Chairman of Top Talent Recruiting, a boutique contingency-based recruiting business. In 2013, he founded and continues to serve as Chairman of Revenue Acceleration to help tech companies accelerate revenue growth. From 2009 to 2013, Mr. Seidl served as Sr. Vice President/General Manager of Hewlett Packard’s Americas and U.S. Enterprise Group. From 2006 to 2009, he served as Sr. Vice President/General Manager of Sun Microsystems’ North America business and as Vice President/General Manager for Financial Services. From 2004 to 2006, he served as Vice President/General Manager of East Region at StorageTek. From 2003 to 2004, he served as Chief Executive Officer and director at Permabit, from 2000 to 2003 was co-founder and Executive Vice President of GiantLoop, and from 1996 to 1999 was Chairman and Chief Executive Officer of Workgroup Solutions. He began his career at EMC Corporation, employee #33, holding various domestic and international positions including Vice President of Open Systems Sales for North America, from 1985 to 1996. Mr. Seidl has served on as a director of Ondas Holdings Inc. (Nasdaq: ONDS) since 2020. Since 2015, Mr. Seidl has served as director of Data Dynamics, a leader in enterprise data management, and since 2016 a director of ISG, the leader in claim and litigation support services for insurance and legal communities. He previously served as director of Datawatch Corporation (2015-2018, Nasdaq: DWCH, acquired by Altair). He continues to serve on the advisory boards and consults with ZoomInfo, AuctusIQ, TitanX, Sandler, and others. Mr. Seidl is a graduate of Boston College’s Carroll School of Management. Mr. Seidl serves as a Trustee Associate on Boston College’s Board of Trustees. He is also a member of CEO (Chief Executives Organization) and YPO (Young Presidents’ Organization) and is active with other charities. We believe Mr. Seidl’s experience in senior leadership positions at public technology companies makes him well-qualified to serve as our Chief Executive Officer and as a director. Oanh Truong has served as the interim Chief Financial Officer of Rain Enhancement Technologies Holdco, Inc. since the Company went public on December 31, 2024. Previously, Ms. Truong was the Chief Financial Officer of Coliseum Acquisition Corp. from July 2023 to December 2024 and the interim Chief Executive Officer of Coliseum from November 2024 to December 2024. Ms. Truong is also the controller at Berto LLC, a position she has held since June 2023, and has been the controller of dMY Squared Technology Group, Inc., a special purpose acquisition company, since February 2022. Ms. Truong brings eight years of financial consulting and management experience to the Company. Prior to joining Coliseum, from June 2014 to May 2023, Ms. Truong held roles of increasing seniority, and ultimately became a director at WilliamsMarston, a boutique accounting advisory firm serving pre-IPO, public and private equity-backed growth companies on a variety of technical accounting, SEC reporting and capital markets transactions. Ms. Truong holds an M.A. in Professional Accounting from University of Texas at Arlington and a B.A. in Finance from California State University at Fullerton, where she graduated cum laude at both. 56 Directors Harry L. You has served as the Chairman of the Board of Rain Enhancement Technologies Holdco Inc. since the Company went public on December 31, 2024. Previously, Mr. You was the Chairman of the Board of Coliseum Acquisition Corp. from June 2023 to December 2024, and interim Chief Executive Officer and interim Chief Financial Officer of Coliseum from June 2023 to July 2023. Mr. You is currently the Executive Chairman of Berto Acquisition Corp. (a special purpose acquisition company). Mr. You also served as Chairman of the Board and a Director of dMY Squared Technology Group, Inc., a special purpose acquisition company (“dMY Squared”), from March 2022 until the completion of its initial business combination with Horizon Quantum Computing Pte. Ltd. in March 2026, and currently serves as a Director of the combined company, Horizon Quantum Holdings Ltd. Mr. You previously served as an executive of dMY Squared, including as Chief Financial Officer from February 2022 to March 2026, Chief Executive Officer from February 2025 to March 2026, and co-Chief Executive Officer from March 2022 until March 2023. He has also been a member of the Audit Committee of Broadcom Inc. since January 2019 as well as Chairman of the Compensation Committee and a member of the Executive Committee of the board of directors of Broadcom. Previously, he was Chief Financial Officer from September 2016 to August 2019 and President in May 2019 and from September 2016 to February 2019 of GTY, a software as a service company that offers cloud-based solutions for the public sector. He was Executive Vice President in the Office of the Chairman of EMC Corporation (“EMC”) from 2008 to 2016. When Mr. You joined EMC in 2008, he oversaw corporate strategy and new business development, including mergers and acquisitions, joint ventures and venture capital activity. He was Chief Executive Officer from 2005 to 2007 and Interim Chief Financial Officer from 2005 to 2006 of BearingPoint Inc. He was Executive Vice President and Chief Financial Officer of Oracle Corporation from 2004 to 2005. Prior to joining Oracle, he held several key positions in finance, including as Chief Financial Officer of Accenture Ltd. and managing director in the Investment Banking Division of Morgan Stanley. He also served as a trustee of the U.S. Olympic Committee Foundation from 2016 to 2022. Mr. You also served as a director of IonQ, Inc. from October 2021 to February 2025. Mr. served as Vice Chairman of the board of GTY from February 2019 to July 2022 and as director of Coupang, Inc. from January 2021 to June 2023, Genius Sports Limited from April 2021 to December 2022, Rush Street Interactive, Inc. from September 2019 to June 2022, dMY Technology Group, Inc. II (a special purpose acquisition company) from June 2020 to April 2021, dMY Technology Group, Inc. IV (a special purpose acquisition company) from December 2020 to April 2023, and Korn/Ferry International from 2005 to 2016. Mr. You holds an M.A. in Economics from Yale University and a B.A. in Economics from Harvard College. We believe Mr. You is well qualified to serve as a member of the Board due to his extensive and varied deal experience throughout his career, including his experience structuring Dell Technologies Inc.’s $67 billion acquisition of EMC as EMC’s Executive Vice President, and his network of contacts in the technology sector. Alexandra Steele has served on the Board as an independent director of Rain Enhancement Technologies Holdco Inc. since the Company went public on December 31, 2024. Ms. Steele is an Emmy-nominated broadcast meteorologist with over 20 years of experience. She holds a Graduate Certificate in Climate Adaptation and a master’s degree in Climate Change and Society. She recently concluded an engagement as a host at Yale Climate Connections and since 2015 has served as an on-air freelance meteorologist. From 2015 to 2024, she served as an on-air meteorologist for CBS 46 WGCL-TV. From 2011 to 2014, she was an on-air meteorologist for CNN, from 2003 to 2010, she was the weekday prime time on-air anchor for The Weather Channel, and from 1999 to 2003, she was the weekday morning on-air meteorologist at WJLA. As a broadcast meteorologist, she has extensive breadth and depth of experience in live network coverage from hurricanes, tornadoes, and blizzards, as well as live weather coverage of major sporting events. In addition, she has traveled and produced weather and climate stories around the world. Ms. Steele has served as a member of The American Meteorological Society since 1998 and was issued The American Meteorological Society Seal of Approval in 1999. She received her bachelor’s degree in history of art and architecture from Brown University, her master’s degree in Broadcast Journalism from the Medill School of Journalism at Northwestern University and completed her Meteorology Studies at Fairfield University and Western Connecticut State University. We believe Ms. Steele is qualified to serve as a member of the Board because of her more than twenty years of experience and deep expertise in meteorology and climatology. 57 Lyman Dickerson has served on the Board as an independent director of Rain Enhancement Technologies Holdco Inc. since the Company went public on December 31, 2024. Mr. Dickerson serves on the board of Ecolutia Services AG, a Swiss privately held industrial water treatment company providing services worldwide. Mr. Dickerson is a co-founder of Ecolochem, Inc., a provider of outsourced industrial water treatment services for a wide range of industries including power, refining, chemical, pulp and paper, automotive, electronics, and pharmaceuticals, and served as Ecolochem’s President and Chief Executive Officer from 1973 to 2003. In November 2003, Ecolochem was sold to Ionics, Inc., and Mr. Dickerson subsequently became a Vice President of Ionics, with responsibility for Ionics’ Ecolochem and industrial water divisions. In February 2005, Ionics was acquired by General Electric. Mr. Dickerson has previously served on the Board of Directors for Ionics (from February 2004 to February 2005) and Ecolochem. He received a B.A. from East Carolina University and a Master in Business Administration (MBA) from the University of Miami. We believe Mr. Dickerson is qualified to serve as a member of the Board because of his more than thirty years of operating experience in the water industry, including as CEO of the largest outsourced water services provider to the U.S. power industry. Christopher Riley has served as a member of the board of directors of Rain Enhancement Technologies Holdco, Inc. since the Company went public on December 31, 2024. Previously, Mr. Riley served as interim Co-Chief Executive Officer of Holdco from December 31, 2024 until January 30, 2025, and as Chief Executive Officer of RET from June 21, 2024 until January 30, 2025 and a member of its board of directors from October 7, 2024 until December 31, 2024. Currently, Mr. Riley is the Chief Revenue Officer of Xerox IT Solutions, a position he has held since January 2025. Additionally, Mr. Riley’s company, Winning Edge Advisors, has provided consulting services since November 2023, and has served and will continue to serve as a strategic consultant to ITsavvy, a private equity firm backed by GenNx360 Capital Partners. Mr. Riley served as the President, Worldwide Field Operations for DataRobot from July 2022 to November 2023. During his tenure, Mr. Riley restructured the company and set it on a path to profitability, improving the GDR by over 50%, while also driving the largest and most strategic ARR opportunities to closure in Asia, Europe, the Middle East and North America. He rebuilt the business development and global partner organizations and signed strategic partnership agreements with AWS, MSFT and Google Cloud. Mr. Riley served as the chief revenue officer of Automation Anywhere and strategic advisor to the CEO from June 2020 to August 2023. Mr. Riley restructured the GTM organization and worked to right-size the company to drive towards profitability. Mr. Riley held several executive roles at Dell, Dell/EMC and EMC (NYSE: Dell, formerly NYSE: EMC) including President Americas Sales and Customer Operations, President Dell Technologies Select and SVP Global Alliances from February 2014 to June 2020. During this period of time, Mr. Riley led the $20B+ Americas business through one of the largest and most successful technology acquisitions of all time. During his time leading this organization the company grew faster than the market and took unprecedented market share from competitors. Mr. Riley was personally engaged in driving some of the largest and most strategic deals in company history. Mr. Riley served as the Americas Vice President and General Manager for HP (formerly NYSE:HP) from January 2008 to January 2014. Mr. Riley served as the vice president and general manager for McData from 2003 to 2006 prior to its acquisition by Brocade. Mr. Riley served as the Senior Vice President and Co-Founder of Centrepath from 2000 to 2003 and prior to that as the President of Network Service for Comdisco from 1999 to 2000. Mr. Riley started his career at EMC in 1987 until 1999 serving in various senior sales leadership roles. Mr. Riley holds a B.S. in Finance from the University of Connecticut. Mr. Riley spent twelve years serving on the University of Connecticut’s Foundation Board from 2001 to 2013. We believe Mr. Riley is well-qualified to serve as a member of the Board due to his more than three decades of experience across various technology sectors (IT, Cloud, Security, Automation and AI), and his proven track record of driving revenue growth, gross margin expansion, ecosystem partnerships and fostering lasting customer relationships. Marcus “Marc” Peperzak has served on the Board as an independent director of Rain Enhancement Technologies Holdco Inc. since April 1, 2025. Mr. Peperzak is currently the Executive Chairman & Founder of Aurora Organic Dairy, a position he has held since 2003. Aurora Organic Dairy is the nation’s leading organic private-label dairy supplier. Mr. Peperzak founded Aurora Dairy Corporation in 1976, which became one of the leading and largest dairy operators in the United States. In 2003, Mr. Peperzak focused Aurora Dairy Corporation exclusively on organic dairy production, ultimately resulting in the founding of Aurora Organic Dairy. Prior to establishing Aurora Organic Dairy, Mr. Peperzak was a co-founder and active Chairman of Horizon Organic Dairy, the nation’s leading branded organic dairy producer. Mr. Peperzak has also served as an international dairy industry consultant in Oman, Pakistan, Iran, Mexico, Belize and Russia. Throughout his career, Mr. Peperzak has served on numerous non-profit and corporate boards, and has assisted in the creation of several businesses. Mr. Peperzak was the founding director of First Bank of Idaho, GF&C and Headwaters MB. Mr. Peperzak received a dual Bachelor of Science degree in Business and Engineering from the University of California at Berkeley. We believe that Mr. Peperzak’s board experience and expertise in business development qualifies him to effectively serve as a member of our Board. Robert “Bob” Reardon has served on the Board as an independent director of Rain Enhancement Technologies Holdco Inc. since April 1, 2025. Mr. Reardon is currently the Chief Executive Officer of ISG, a nationally recognized company providing comprehensive Investigation Management, Medical Management / Clinical Services, and Record Management Solutions for the insurance industry, a position he has held since December 2007. Mr. Reardon is also actively involved in a number of non-profit organizations and serves on several boards. He is a member of the Board of Directors for Newton Country Day School of the Sacred Heart, where he serves as Development Chair, and he also serves on the Board of Saint Sebastian’s School. We believe that Mr. Reardon’s leadership experience and strategic vision qualify him to serve as a member of our Board. 58 David (“Dave”) Sylvester has served on the Board as an independent director of Rain Enhancement Technologies Holdco Inc. since December 22, 2025. He is the senior vice president and chief financial officer of Steelcase, Inc., a company that helps people do their best work by creating places that work better. He also oversees the company’s international business in the Europe, Middle East and Africa and Asia Pacific regions and global real estate, facilities and security. As the longest serving CFO in the company’s 110 year history, Dave played a crucial role in Steelcase’s transition to a publicly traded company in 1998 through the sale to HNI Corporation in 2025. Having lived, worked, and supported its global business in fifty countries, he was an integral part of transforming the operational footprint of Steelcase. In addition, Dave oversaw the launch and operations of the company’s global business centers and has long been a strong champion for talent development within the finance organization and more broadly. Before being appointed to his current position in April 2011, he served as vice president and chief financial officer and expanded his role to include global facilities, real estate and Steelcase aviation. Dave also oversaw the company’s global business centers through August 2025. Prior to this, he was vice president of operations finance, responsible for operations finance in North America and internationally where he was closely involved in supply chain decisions, product placement and global supply chain strategy implementation. Dave began his career with Steelcase in 1995 as manager of financial reporting and planning. Dave served as director and assistant controller of corporate finance, and held the role of finance leader for Steelcase International based in Strasbourg, France, where he led all financial activities outside of the United States and Canada, including profitability analysis, business model evolution, EVA measurement, acquisition integration and other special projects. Before joining Steelcase, Dave worked in several audit and special project positions over seven years at PriceWaterhouseCoopers in Chicago, Illinois. Dave sits on the boards of joint ventures with Steelcase Jeraisy in Saudi Arabia, One Workplace on the west coast of the United States and several non-profit organizations in western Michigan. Dave was affiliated with the American Institute of Certified Public Accountants for 35 years. He graduated from Michigan State University in East Lansing, Michigan with a bachelor’s degree in accounting and an MBA in finance. Number, Terms of Office and Appointment of Directors and Officers The Board consists of eight members, which are divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to Holdco’s first and second annual meeting of shareholders) serving a 3-year term. The term of office of the first class of directors will expire at Holdco’s first annual meeting of shareholders. The term of office of the second class of directors will expire at Holdco’s second annual meeting of shareholders. The term of office of the third class of directors will expire at Holdco’s third annual meeting of shareholders. Holdco’s officers are appointed by the Board and will serve at the discretion of the Board, rather than for specific terms of office. The Board is authorized to appoint persons to the offices set forth in the A&R Articles and/or A&R Bylaws as it deems appropriate. Role of the Board in Risk Oversight The Board’s role in risk oversight at the Company is consistent with its leadership structure, with the Chairperson, CEO, President and other members of senior management having responsibility for assessing and managing Holdco’s risk exposures, and the Board and its committees providing oversight in connection with those efforts and attempts to mitigate identified risks. As part of the Board’s meetings, the Board will review and seek to assess on an ongoing basis the risks faced by Holdco in executing its business plans. These risks include business, operational, technological, cybersecurity, financial and liquidity risks. The Board will periodically receive updates from management on the primary risks facing Holdco and the measures that Holdco is taking to mitigate such risks. 59 The Board also dedicates time to review and consider the relevant risks that need to be addressed at the time of any Board meeting. In addition to the full Board, the Audit Committee plays an important role in the oversight of Holdco’s risk management processes, as well as assessing Holdco’s and RET’s major financial risk exposures. The Compensation Committee is charged with reviewing Holdco’s and RET’s compensation policies and practices and confirming that they do not encourage risk taking in a manner that would have a material adverse impact on Holdco. The Nominating and Corporate Governance Committee is responsible for overseeing risks related to Holdco’s and RET’s governance processes. Each of the Board’s committees reports its findings to the full Board for consideration. Director Independence Nasdaq listing rules generally require that a majority of a listed company’s board of directors be independent within one year of listing. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that Alexandra Steele, Lyman Dickerson, Marcus Peperzak, David Sylvester, and Bob Reardon are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Committees of the Board of Directors The Board has three standing committees — an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each comprised of independent directors. Audit Committee The audit committee of the Board (the “Audit Committee”) consists of David Sylvester, Marcus Peperzak and Bob Reardon. Each of the members of the Audit Committee must qualify as independent directors under the Nasdaq corporate governance standards and the independence requirements of Rule 10A-3 under the Exchange Act, be financially literate, and at least one member of the Audit Committee must qualify as an “audit committee financial expert” as defined in applicable SEC rules and must have accounting or related financial management expertise. The Board has determined that each member of the Audit Committee is independent under Nasdaq listing rules and Rule 10A-3 of the Exchange Act, is financially literate and that David Sylvester and Bob Reardon each qualifies as an “audit committee financial expert” as defined by applicable SEC rules. The purpose of the Audit Committee is to prepare the audit committee report required by the SEC to be included in Holdco’s annual meeting proxy statement and to assist the Board in overseeing and monitoring (1) the quality and integrity of the financial statements, (2) compliance with legal and regulatory requirements, (3) Holdco’s independent registered public accounting firm’s qualifications and independence, (4) the performance of Holdco’s internal audit function and (5) the performance of Holdco’s independent registered public accounting firm. The Board has adopted a written charter for the Audit Committee, which is available on Holdco’s website. Compensation Committee Holdco has a Compensation Committee, consisting solely of independent directors. The Compensation Committee consists of Alexandra Steele and Lyman Dickerson. The Board has determined that each of the members of the Compensation Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and satisfies the independence requirements of Nasdaq. The purpose of the Compensation Committee is to assist the Board in discharging its responsibilities relating to (1) setting Holdco’s compensation program and compensation of its executive officers and directors, (2) monitoring Holdco’s incentive and equity-based compensation plans, (3) approving and modifying, as needed, clawback policies allowing Holdco to recoup improper compensation paid to employees, and (4) preparing the compensation committee report required to be included in Holdco’s proxy statement under the rules and regulations of the SEC. The Board has adopted a written charter for the Compensation Committee which is available on Holdco’s website. 60 Nominating and Corporate Governance Committee Holdco has a Nominating and Corporate Governance Committee, consisting solely of independent directors. The Nominating and Corporate Governance Committee consists of Alexandra Steele and Lyman Dickerson. The Board has determined that each of the members of the Nominating and Corporate Governance Committee satisfies the independence requirements of Nasdaq. The purpose of the Nominating and Corporate Governance Committee is to assist the Board in discharging its responsibilities relating to (1) identifying individuals qualified to become Board members, consistent with criteria approved by the Board, (2) reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that the Board select, the director nominees for the next annual meeting of stockholders, (3) identifying Board members qualified to fill vacancies on any Board committee and recommending that the Board appoint the identified member or members to the applicable committee, (4) reviewing and recommending to the Board corporate governance principles applicable to Holdco, (5) overseeing the evaluation of the Board and management and (6) handling such other matters that are specifically delegated to the committee by the Board from time to time. The Board has adopted a written charter for the Nominating and Corporate Governance Committee which is available on Holdco’s website. Code of Ethics We maintain a Code of Ethics that is applicable to all of our directors, officers and employees. The Code of Ethics sets forth standards of ethical business conduct, including conflicts of interest, compliance with applicable laws, rules and regulations, timely and truthful disclosure, and reporting mechanisms for illegal or unethical behavior. The Code of Ethics also satisfies the requirements for a code of ethics as defined by Item 406 of Regulation S-K promulgated by the SEC. If the Company were to amend or waive any provision of the Code of Ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, the Company intends to satisfy its disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on its website set forth above, rather than by filing a Current Report on Form 8-K. Amendments and waivers to the Code of Ethics must be approved by our Board or a Board Committee and will be promptly disclosed (other than technical, administrative or non-substantive changes) on our website. The Code of Ethics is available on the Investor Relations page of the Company’s website, https://rainenhancement.com/. The contents of our website are not incorporated in or otherwise to be regarded as a part of this Annual Report. Insider Trading Policy We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of the Company’s securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations (the “Insider Trading Policy”). It is also the policy of the Company to comply with all applicable securities laws when transacting in its own securities. A copy of our Insider Trading Policy is attached as an exhibit to this Annual Report. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires directors, certain officers, and ten percent (10%) stockholders to file reports of ownership and changes in ownership with the SEC. Based upon a review of filings with the SEC and/or written representations that no other reports were required, we believe that all reports for the Company’s officers and directors that were required to be filed under Section 16 of the Exchange Act during the fiscal year ended December 31, 2025 through the date of this Annual Report, except for the Form 3 reporting the initial securities ownership of Robert Reardon upon his appointment to the Board in April 2025. 61 Item 11. Executive Compensation. Officer Compensation This section discusses the material components of the fiscal year 2025 executive compensation programs for our named executive officers. Introduction The primary objective of our executive compensation program is to attract and retain talented executives to effectively manage and lead the company. Our named executive officers for the year ended December 31, 2025 were: ● Randy Seidl, Chief Executive Officer ● Oanh Truong, Interim Chief Financial Officer ● Christopher Riley, Former Co-Chief Executive Officer Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2025 and December 31, 2024. Name and principal position Year Salary ($) Bonus ($) Stock awards ($) Option awards ($) Nonequity incentive plan compensation ($) Nonqualified deferred compensation earnings ($) All other compensation ($) Total ($) Randy Seidl, 2025 500,000 1,000,000 2,650,208 0 0 0 0 4,150,208 Chief Executive Officer(1) 2024 0 0 0 0 0 0 0 0 Oanh Truong, 2025 0 0 0 0 0 0 0 0 Interim Chief Financial Officer(2) 2024 0 0 0 0 0 0 0 0 Christopher Riley 2025 0 0 0 0 0 0 76,083 76,083 Former Co-Chief Executive Officer(3) 2024 0 0 0 0 0 0 0 0 (1) Mr. Seidl’s employment began on January 2, 2025. (2) Ms. Truong is an employee of Berto LLC, an affiliate of our chairman, and is paid by Berto LLC. We did not pay or make any reimbursement for any compensation paid to Ms. Truong or Berto LLC for the fiscal year ended December 31, 2025 or 2024. There is no agreement between the Company and Berto LLC with respect to Ms. Truong’s compensation. (3) Mr. Riley’s employment as our Co-Chief Executive Officer ended effective as of January 30, 2025. Pursuant to the Termination Letter, in lieu of all other compensation and payments of any kind due and payable to Mr. Riley, Mr. Riley will be paid for services rendered in an amount of $124,500, payable in 18 monthly installments beginning in February 2025. “All Other Compensation” reflects 11 monthly termination payments of $6,917 per month from February 2025 to December 2025. Additionally, conditioned on approval by the Compensation Committee, the Termination Letter provides that Mr. Riley will be granted 10,000 shares of Class A Common Stock of the Company vesting one year from the date of grant. As of December 31, 2025, the stock has not been granted. Narrative to Summary Compensation Table Mr. Seidl received $500,000 cash compensation in the form of base salary and $1,000,000 in a performance based bonus for fiscal year 2025, paid in March 2026. Mr. Seidl also received a restricted stock award for 602,320 shares of Class A Common Stock, of which 50% vested on January 1, 2026, and 50% shall vest on January 1, 2027, subject to continued employment or service through the vesting date. Oanh Truong serves as the interim Chief Financial Officer as a consultant and has received no cash compensation or stock awards from Holdco or RET. Holdco expects to recruit a full-time Chief Financial Officer in the future. There are no other executive officers of Holdco. 62 Employment Agreements Randy Seidl Effective January 2, 2025, we entered into the Offer Letter, which was later amended on June 27, 2025, with our CEO, Mr. Seidl. Pursuant to the amended Offer Letter, we agreed to pay to the CEO (i) an annual salary of $500,000, (ii) an annual incentive bonus up to 200% of his base salary, subject to Board or Compensation Committee approval, which will be subject to the achievement of Company and/or individual performance goals mutually agreed by the CEO and the Board or the Compensation Committee, and (iii) a cash bonus of $5.82 million payable on the earlier of (x) December 31, 2028, (y) the date on which we terminate the CEO’s employment without cause, or (z) the date on which a change of control is consummated. Mr. Seidl will be eligible to participate in Holdco’s comprehensive employee benefit offerings. The Offer Letter also provides that Mr. Seidl will be eligible to participate in any additional executive-level plans that Holdco may adopt for similarly situated employees. Mr. Seidl’s employment with Holdco is “at-will,” meaning either Holdco or Mr. Seidl may terminate Mr. Seidl’s employment at any time for any reason. Upon termination of Mr. Seidl’s employment with the Company for any reason, he will be entitled to (i) unpaid base salary and pro-rated bonuses through the termination date, payable in accordance with the Company’s payroll practices, (ii) unreimbursed business expenses, payable in accordance with and subject to the terms of the Company’s expense reimbursement policies and (iii) any vested non-forfeitable amounts or other benefits owing or accrued as of the termination date under the Company’s benefit plans or programs in which he participated (collectively, the “Accrued Benefits”). If his employment is terminated by the Company without “Cause” (as defined in the Offer Letter) he would be entitled to an amount equal to 12 months of his then-current base salary and a pro-rata portion of his current bonus, payable in substantially equal installments over the 12-month period following the date of his termination or resignation, plus payment of the Officer Note. In the event his employment is terminated by the Company without Cause in each case, upon or within 12 months following a Change in Control (as defined in the Incentive Plan) (provided such Change in Control constitutes a change in control under Section 409A), then he would be entitled to accelerated vesting of 100% of the stock options constituting his equity award that are unvested as of the date of such termination. Oanh Truong There is no agreement between Ms. Truong and the Company with respect to her service as interim Chief Financial Officer of the Company. Overview of Anticipated Executive Compensation Program Decisions with respect to the compensation of our executive officers, including our named executive officers, will be made by the Compensation Committee. The following discussion is based on the present expectations as to the compensation of our named executive officers and directors for 2026. The actual compensation of our named executive officers will depend on the judgment of the members of the Compensation Committee and may differ from that set forth in the following discussion. Such compensation will also generally be governed by our executive officers’ employment agreements, as in effect from time to time, including as described above. We expect our executive compensation program will be designed to: ● attract, retain and motivate senior management leaders who are capable of advancing our mission and strategy and, ultimately, creating and maintaining its long-term equity value. Such leaders must engage in a collaborative approach and possess the ability to execute its business strategy in an industry characterized by competitiveness and growth; ● reward senior management in a manner aligned with our financial performance; and ● align senior management’s interests with our equity owners’ long-term interests through equity participation and ownership. We anticipate that compensation for our executive officers will have the following components: base salary, cash bonus opportunities, equity compensation, employee benefits, and severance protections. Base salaries, employee benefits, and severance protections will be designed to attract and retain senior management talent. We will also use annual cash bonuses and equity awards to promote performance-based pay that aligns the interests of our named executive officers with the long-term interests of our stockholders and enhances executive retention. Other Compensation and Benefits We expect to offer various employee benefit plans to employees, including our named executive officers, including certain insurance benefits, as well as the 401(k) profit sharing plan. We may also provide our named executive officers with perquisites and personal benefits that are not generally available to all employees. 63 Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning the equity awarded to our named executive officer outstanding as of December 31, 2025. Option Awards Stock Awards Name Number of securities underlying unexercised options (#) exercisable Number of securities underlying unexercised options (#) unexercisable Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) Option exercise price ($) Option expiration date Number of shares or units of stock that have not vested (#) Market value of shares of units of stock that have not vested ($) Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) Randy Seidl, Chief Executive Officer 0 0 0 n/a n/a 602,320 2,650,208 0 0 Oanh Truong, Interim Chief Financial Officer 0 0 0 n/a n/a 0 0 0 0 Christopher Riley, Former Co-Chief Executive Officer 0 0 0 n/a n/a 0 0 0 0 Director Compensation This section discusses the material components of the compensation of our directors for the fiscal year 2025. Director Compensation Table The following table sets forth information concerning the compensation of our directors for the years ended December 31, 2025. Name Fees earned or paid in cash ($) Stock awards ($) Option awards ($) Non-equity incentive plan compensation ($) Nonqualified deferred compensation earnings ($) All other compensation ($) Total ($) Harry You 0 0 0 0 0 0 0 Lyman Dickerson 50,000 0 0 0 0 0 50,000 Marcus Peperzak 50,000 0 0 0 0 0 50,000 Bob Reardon 50,000 0 0 0 0 0 50,000 Christopher Riley 50,000 0 0 0 0 0 50,000 Alexandra Steele 50,000 0 0 0 0 0 50,000 David Sylvester 0 0 0 0 0 0 0 Narrative to Director Compensation Table Effective as of April 4, 2025, the Board adopted a form of Director Agreement to govern the terms of service and compensation of the Company’s non-employee directors (the “Director Agreement”). Under the Director Agreement, members of the Board will receive compensation for service on the Board and on committees of the Board consisting of the following: (i) subject to approval by the Board and Compensation Committee, a cash payment of $12,500 promptly following attendance at each quarterly Board meeting, for a total annual cash compensation of $50,000; and (ii) at the beginning of each year of service, and subject to approval by the Board and the Compensation Committee, a grant of restricted stock, with the number of shares determined by dividing $100,000 by the closing price of the Company’s Class A Common Stock as reported on the Nasdaq Stock Market LLC on the date of the grant. The restricted stock granted pursuant to the Director Agreement will vest in full on the first anniversary of the grant date, subject to acceleration in accordance with the terms of the restricted stock award or the Company’s 2024 Incentive Award Plan. 64 We have entered into Director Agreements with each of David Sylvester, Lyman Dickerson, Alexandra Steele, Christopher Riley, Marcus Peperzak, and Robert Reardon. The terms of the Director Agreements are consistent with our standard form of Director Agreement described above, except with respect to the grants of restricted stock to Mr. Dickerson and Mr. Riley, which are as follows: (i) subject to approval by the Board and the Compensation Committee, in lieu of an annual grant of restricted stock, Mr. Dickerson will receive an initial grant of restricted stock equal to the number of shares determined by dividing $2,000,000 by the closing price of the Class A Common Stock on the date of grant, and such grant of restricted stock will vest in full on the third anniversary of the grant date, subject to acceleration in accordance with the terms of the restricted stock award or the Company’s 2024 Incentive Award Plan, and (ii) subject to approval by the Board and the Compensation Committee, Mr. Riley will receive an annual grant of restricted stock equal to the number of shares determined by dividing $50,000 by the closing price of the Class A Common Stock on the date of grant. The grants of restricted stock to each of Mr. Sylvester, Mr. Dickerson, Ms. Steele, Mr. Riley, Mr. Peperzak, and Mr. Reardon pursuant to the Director Agreements were deferred by the Board. Accordingly, no awards of stock were granted to directors in 2025. 2024 Incentive Plan On December 19, 2024, prior to the completion of the Business Combination, Holdco’s sole director and sole shareholder approved the Rain Enhancement Technologies Holdco, Inc. 2024 Equity Incentive (the “2024 Incentive Plan”) under which Holdco may grant equity and equity-based incentive awards to officers, employees, non-employee directors and consultants. Pursuant to its terms, the 2024 Incentive Plan became effective on December 31, 2024, upon the Closing. Administration. The Compensation Committee of the Board (for purposes of this section only, the “Committee”) will administer the 2024 Incentive Plan. The Committee will generally have the authority to designate participants, determine the type or types of awards to be granted to a participant, determine the terms and conditions of any agreements evidencing any awards granted under the 2024 Incentive Plan, accelerate the vesting or exercisability of, payment for or lapse of restrictions on, awards and to adopt, alter and repeal rules, guidelines and practices relating to the 2024 Incentive Plan. The Committee will have full discretion to administer and interpret the 2024 Incentive Plan and to make any other determinations and/or take any other action that it deems necessary or desirable for the administration of the 2024 Incentive Plan, and any such determinations or actions taken by the Committee shall be final, conclusive and binding upon all persons and entities. The Committee may delegate to one or more officers of Holdco or any affiliate the authority to act on behalf of the Committee with respect to any matter, right, obligation or election that is the responsibility of or that is allocated to the Committee in the 2024 Incentive Plan and that may be so delegated as a matter of law, except for grants of awards to persons subject to Section 16 of the Exchange Act. Eligibility. Certain employees, directors, officers, advisors or consultants of Holdco or its affiliates are eligible to participate in the 2024 Incentive Plan. Number of Shares Authorized. Holdco initially reserved 747,168 shares of Class A Common Stock for the issuance of awards under the 2024 Incentive Plan. The number of shares reserved for issuance under the 2024 Incentive Plan will increase automatically on January 1 of each of 2025 through 2034 by the number of shares equal to 5.0% of the total number of outstanding shares (rounded down to the nearest whole share) of Class A Common Stock as of December 31 of the immediately preceding year. Notwithstanding anything to the contrary in the 2024 Incentive Plan, no more than the number of shares of Class A Common Stock initially reserved under the 2024 Incentive Plan may be issued pursuant to the exercise of incentive stock options (“ISOs”) under the 2024 Incentive Plan. As of March 31, 2026, there were 1,153,722 shares of Class A Common stock authorized for issuance, of which 602,320 have been issued and are outstanding. Shares of Class A Common Stock underlying awards under the 2024 Incentive Plan that are forfeited, canceled, expire unexercised or are settled in cash will be available again for new awards under the 2024 Incentive Plan. If there is any change in Holdco’s corporate capitalization, the Committee in its sole discretion may make substitutions or adjustments to the number of shares of Class A Common Stock reserved for issuance under the 2024 Incentive Plan, the number of shares of Class A Common Stock covered by awards then outstanding under the 2024 Incentive Plan, the limitations on awards under the 2024 Incentive Plan, the exercise price of outstanding options and such other equitable substitutions or adjustments as it may determine appropriate. 65 The 2024 Incentive Plan has a term of 10 years from the Closing, and no further awards may be granted under the 2024 Incentive Plan after that date. Awards Available for Grant. The Committee may grant awards of nonqualified stock options, incentive stock options (“ISOs”), stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), other stock-based awards, other cash-based awards, dividend equivalents, and/or performance compensation awards or any combination of the foregoing. Stock Options and Stock Appreciation Rights. Stock options provide for the purchase of shares of Class A Common Stock in the future at an exercise price set on the grant date. ISOs, in contrast to nonqualified stock options, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Internal Revenue Code of 1986, as amended, are satisfied. SARs entitle their holder, upon exercise, to receive from us an amount in cash or shares equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a stock option or SAR may not be less than 100% of the fair market value of the underlying share on the grant date (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute awards granted in connection with a corporate transaction. The term of a stock option or SAR may not be longer than 10 years from grant (or five years in the case of ISOs granted to certain significant stockholders). RSAs. RSAs are an award of nontransferable shares of Class A Common Stock that are subject to certain vesting conditions and other restrictions. RSUs. RSUs are contractual promises to deliver shares of Class A Common Stock in the future, which may also remain forfeitable unless and until specified conditions are met and may be accompanied by the right to receive the equivalent value of dividends paid on shares of common stock prior to the delivery of the underlying shares (i.e., dividend equivalent rights). The Committee may provide that the delivery of the shares underlying RSUs will be deferred if such delivery would result in a violation of applicable law. The terms and conditions applicable to RSUs will be determined by the Committee, subject to the conditions and limitations contained in the 2024 Incentive Plan. Other Stock or Cash-Based Awards. Other stock or cash based awards are awards of cash, fully vested shares of Class A Common Stock and other awards valued wholly or partially by referring to, or otherwise based on, shares of Class A Common Stock. Other stock or cash based awards may be granted to participants and may also be available as a payment form in the settlement of other awards or as standalone payments. Dividend Equivalents. Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of Class A Common Stock and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are credited as of the dividend record dates during the period between the date an award is granted and the date such award vests, is exercised, is distributed or expires, as determined by the Committee; however, dividend equivalents will not be payable unless and until the underlying award becomes payable and will be subject to forfeiture to the same extent as the underlying award. Performance Awards. Performance awards granted pursuant to the 2024 Incentive Plan may be in the form of a cash bonus, or an award of performance shares or performance units denominated in shares of Class A Common Stock, that may be settled in cash, property or by issuance of those shares subject to the satisfaction or achievement of specified performance conditions. Transferability. Each award may be exercised during the participant’s lifetime only by the participant or, if permissible under applicable law, by the participant’s guardian or legal representative and may not be otherwise assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance will be void and unenforceable against Holdco or its affiliates. The Committee, however, may permit awards (other than ISOs) to be transferred to family members, a trust for the benefit of such family members, a partnership or limited liability company whose partners or stockholders are the participant and his or her family members or anyone else approved by it. 66 Amendment and Termination; Repricing. In general, the Board may amend, alter, suspend, discontinue or terminate the 2024 Incentive Plan at any time. However, stockholder approval to amend the 2024 Incentive Plan may be necessary if applicable law or the 2024 Incentive Plan so requires. No amendment, alteration, suspension, discontinuance or termination will materially and adversely impair the rights of any participant or recipient of any award without the consent of the participant or recipient. Stockholder approval will not be required for any amendment that reduces the exercise price of any stock option or SAR, or cancels any stock option or SAR that has an exercise price that is greater than the then-current fair market value of Class A Common Stock in exchange for cash, other awards or stock options or SARs with an exercise price per share that is less than the exercise price per share of the original stock options or SARs. Adjustments; Corporate Transactions. In the event of certain capitalization events or corporate transactions (as set forth in the 2024 Incentive Plan), including the consummation of a merger or consolidation of Holdco with another corporation, the Committee may adjust the number of shares of Class A Common Stock or other securities of Holdco (or number and kind of other securities or other property) subject to an award, the exercise or strike price of an award, or any applicable performance measure, and may provide for the substitution or assumption of outstanding awards in a manner that substantially preserves the terms of such awards, the acceleration of the exercisability or lapse of restrictions applicable to outstanding awards and the cancellation of outstanding awards in exchange for the consideration received by stockholders of Holdco in connection with such transaction. Clawback Recovery Analysis In connection with the restatement of our previously filed Quarterly Reports on Form 10-Q for the Affected Periods, as described in this Annual Report, our Compensation Committee conducted a recovery analysis for the relevant period, as contemplated by Rule 10D-1 under the Exchange Act, Nasdaq Listing Standards, and in accordance with the Company’s Policy for the Recovery of Erroneously Awarded Compensation. Based on this analysis, the Compensation Committee determined that the restatement did not impact the performance metrics used for executive compensation and therefore no recovery of incentive-based compensation was required. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth beneficial ownership of Class A Common Stock and Class B Common Stock by: ● each person who is known to be the beneficial owner of more than 5% of the outstanding shares of Class A Common Stock or Class B Common Stock; ● Each of our current named executive officers and directors; and ● All named executive officers and directors, as a group. The information below is based on an aggregate of 8,131,081 shares of Class A Common Stock and 57,752 shares of Class B Common Stock issued and outstanding as of March 31, 2026. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security, including options, warrants, and other derivative securities that are currently exercisable or exercisable within 60 days. In the table below, shares issuable upon the exercise of Options that are currently exercisable or exercisable within 60 days are considered outstanding and beneficially owned by the person holding such Options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Accordingly, percentages presented in the table may not sum to 100%. Voting power represents the combined voting power of shares of Class A Common Stock and Class B Common Stock owned beneficially by such person. On all matters to be voted upon, holders of Class A Common Stock will be entitled to cast one vote per share and holders of Class B Common Stock will be entitled to cast 15 votes per share. Generally, holders of all classes of common stock vote together as a single class. 67 Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of voting shares beneficially owned by them. Name and Address of Beneficial Owner (1) Number of Shares of Class A Common Stock % of Class Number of Shares of Class B Common Stock % of Class % Total Voting Power 5% Holders Harry L. You (2) 2,886,343 30.18 % 23,101 40.00 % 30.99 % Paul T. Dacier (3) 1,861,277 24.72 % 18,481 32.00 % 23.77 % Stevenson School (4) 500,000 6.15 % — — 5.56 % ColoredRings LLC (5) 450,000 5.53 % — — 5.00 % Niccolo de Masi (6) 809,118 9.14 % 16,170 28.00 % 10.83 % Meteora Capital, LLC (7) 672,694 8.27 % — — 7.48 % LMR Partners LLP (8) 611,776 7.00 % — — 6.37 % Directors and Named Executive Officers Christopher Riley — — — — — Randy Seidl (9) 602,320 7.41 % — — 6.69 % Oanh Truong — — — — — Harry L. You (2) 2,886,343 30.18 % 23,101 40.00 % 30.99 % Alexandra Steele — — — — — Lyman Dickerson 17,564 * — — * Marcus Peperzak — — — — — Bob Reardon — — — — — David Sylvester — — — — — All Holdco directors and named executive officers as a group (nine individuals) 3,506,227 37.80 % 23,101 40.00 % 37.88 % * Less than 1%. (1) Unless otherwise noted, the business address of each of the directors and executive officers of Holdco is c/o Rain Enhancement Technologies Holdco, Inc., 4851 Tamiami Trail N, Suite 200, Naples, FL 34103. (2) Includes (i) 650,120 shares of Class A Common Stock held directly by Mr. You, (ii) 237,956 shares of Class A Common Stock held by RHY Irrevocable Trust (the “Trust”), (iii) 564,375 shares of Class A Common Stock held by Berto, LLC (“Berto”), a limited liability company of which Mr. You is the sole member, (iv) 23,101 shares of Class B Common Stock held by the Trust, and (v) 1,433,892 shares of Class A Common Stock issuable upon the cash exercise of vested Options held by Mr. You. Mr. You is the settlor and investment officer of the Trust, and his son is the beneficiary of the Trust. Accordingly, Mr. You may be deemed to have a pecuniary interest in the securities held by the Trust. Mr. You disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The business address of Mr. You is 1180 North Town Center Drive, Suite 100, Las Vegas, NV 89144. (3) Includes (i) 1,848,104 shares of Class A Common Stock held by Rainwater LLC, (ii) 18,481 shares of Class B Common Stock and (iii) 13,173 shares of Class A Common Stock held by Paul T. Dacier. Rainwater LLC is a limited liability company of which Mr. Dacier is the sole member. (4) The business address of Stevenson School is 3152 Forest Lake Road, Pebble Beach, CA. 93953. (5) The business address of ColoredRings LLC is 66 Fernwood Road Chestnut Hill, MA 02467. (6) Includes 92,172 shares of Class A Common Stock and 16,170 shares of Class B Common Stock held by Isalea Investments LP, a limited partnership of which Mr. de Masi is the General Partner, and 716,946 shares of Class A Common Stock issuable upon the cash exercise of vested Options held by Mr. de Masi. The business address of Mr. de Masi is 2809 Carlton Rd., Austin TX 78703. 68 (7) Based on the Schedule 13G filed on February 6, 2026. Interests shown are held by certain funds and managed accounts to which Meteora Capital, LLC serves as investment manager (the “Meteora Funds”). Vikas Mittal serves as the managing member of Meteora Capital, LLC with respect to the ordinary shares held by the Meteora Funds. Mr. Mittal expressly declares that he is not the beneficial owner for the purposes of sections 13(d) or 13(g) of the Securities Act. The principal business office address of each of Meteora Capital, LLC and Mr. Mittal is 1200 N Federal Hwy, #200, Boca Raton, FL 33432. (8) Based on Amendment No. 2 to Schedule 13G filed on February 17, 2026 by (i) LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited (collectively, the “LMR Investment Managers”), which serve as the investment managers to certain funds with respect to the shares of Class A Common Stock held by certain funds; and (ii) Ben Levine and Stefan Renold, who are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities held by certain funds (Mr. Levine and Mr. Renold, together with the LMR Investment Managers, the “LMR Parties”). The Class A Common Stock beneficially owned by the LMR Parties are directly held by LMR Multi-Strategy Master Fund Limited (“LMR Master Fund”) and LMR CCSA Master Fund Ltd (“LMR CCSA Master Fund”). Each of LMR Master Fund and LMR CCSA Master Fund directly holds warrants to purchase 305,888 shares of Class A Common Stock, with a total of 611,776 shares of Class A Common Stock issuable upon the exercise of the warrants. The address of the principal business office of each of the LMR Parties is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom. (9) Consists of 602,320 restricted stock awards of which 301,160 are fully vested, and of which 301,160 shares of Class A Common Stock shall vest on January 1, 2027, subject to continued employment or service through such vesting date Securities Authorized for Issuance under Equity Compensation Plans The following table sets forth certain information at December 31, 2025 with respect to our equity compensation plans that provide for the issuance of options, warrants or rights to purchase our securities: Plan Category Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in the first column) Equity Compensation Plans Approved by Security Holders 0 $ 0 521,286 Equity Compensation Plans Not Approved by Security Holders 2,150,838 $ 2.06 — Total 2,150,838 $ 2.06 521,286 As of December 31, 2025, Holdco has 2,150,838 shares of Class A Common Stock issuable upon the exercise of vested options (“Options”) at an exercise price of $2.06 per share, which were issued upon the conversion of RET’s outstanding options pursuant to the Business Combination Agreement. On December 19, 2024, prior to the consummation of the Business Combination, Holdco’s sole director and sole shareholder approved the Rain Enhancement Technologies Holdco, Inc. 2024 Equity Incentive Plan, which initially authorized the grant of 747,168 shares of Class A Common Stock for the issuance of awards pursuant to such plan. The number of shares reserved for issuance under the 2024 Incentive Plan will increase automatically on January 1 of each of 2025 through 2034 by the number of shares equal to 5.0% of the total number of outstanding shares (rounded down to the nearest whole share) of Holdco Class A Common Stock as of December 31 of the immediately preceding year. Accordingly, as of January 1, 2025, an aggregate of 1,123,606 shares were reserved for issuance under the 2024 Incentive Plan. Awards may be granted in the form of stock options, stock appreciation rights, restricted stock, deferred stock, and other stock-based awards, to employees, officers, directors, and consultants of Holdco or its subsidiaries. As of December 31, 2025, we have granted 602,320 shares under the 2024 Incentive Plan in the form of restricted stock awards. 69 Item 13. Certain Relationships and Related Transactions, and Director Independence. Note Payable and Line of Credit from Related Parties On February 2, 2023, RET issued the Note to its former CEO, Mr. You, and Mr. de Masi for an aggregate amount of $600,000. The Note has an annual interest rate of 5%. The Note amount owed to RET’s former CEO and Mr. de Masi totaling $400,000 remains as outstanding due on demand, and the $200,000 Note amount owed to Mr. You was included in the Rollover amount described below. On December 30, 2024, Holdco entered into the Loan Agreement with RHY, an affiliate of Harry You, pursuant to which RHY agreed to issue an LOC to Holdco for up to $7 million, in addition to the Rollover amount described below. The Loan bears interest at the greater of 5% per annum or the applicable IRS short-term rate in the month of each drawdown, payable quarterly in arrears. If a quarterly payment is missed, the loan balance increases by an amount equal to the principal multiplied by the 2% Default Rate (as defined below). If an event of default has occurred and is continuing, then upon written notice by RHY to Holdco, the outstanding principal balance and any unpaid accrued interest will accrue interest at 2% above the Interest Rate. Prior to closing of the Business Combination, the outstanding amount that Coliseum and RET owed to Mr. You and his affiliates was approximately $3.1 million. The Rollover amounts were assigned to and assumed by Holdco and are treated for all purposes as Loans outstanding under the Loan Agreement. The Rollover amount does not reduce the $7 million funding available to us under the LOC. As a result, as of December 31, 2024, we had approximately $3.1 million outstanding under the LOC, comprised solely of the Rollover amount. As of December 31, 2025, we had drawn approximately $6.0 million under the LOC, in the combined form of cash proceeds and payments made on behalf of the Company, bringing the total outstanding balance under the Loan Agreement to approximately $9.1 million (including the $3.1 million Rollover). As of December 31, 2025 and 2024, we had an outstanding accrued interest balance in connection with both the Note and the LOC of approximately $323,000 and $38,000, respectively. On March 11, 2026, the Compensation Committee and the Board approved repayment of the amounts due under the Loan Agreement of up to 30% of any amount received by the Company from any potential future capital raise net of any underwriting, legal, and accounting fees and related costs. On March 24, 2026, the Audit Committee and the Board approved an increase in the amount that could be borrowed under the Loan Agreement, from $7,000,000 to $10,000,000. The Company and RHY entered into an amendment to the Loan Agreement reflecting such increase, effective as of March 31, 2026. Employment Agreement Effective January 2, 2025, we entered into a binding Offer Letter, which was later amended on June 27, 2025, with our new CEO, Mr. Seidl. Pursuant to the amended Offer Letter, we agreed to pay to the CEO (i) an annual salary of $500,000, (ii) an annual incentive bonus up to 200% of his base salary, subject to Board approval, which will be subject to the achievement of Company and/or individual performance goals mutually agreed by the CEO and the Board or the Compensation Committee, and (iii) a cash bonus of $5.82 million payable on the earlier of (x) December 31, 2028, (y) the date on which we terminate the CEO’s employment without cause, or (z) the date on which a change of control is consummated. We accrue the Retention Bonus over the period of service. As of December 31, 2025, we accrued approximately $831,000 of Retention Bonus and $1 million of annual incentive bonus for 2025 in accrued expenses to related party in the accompanying consolidated balance sheet. In addition, subject to approval by the Board and the Compensation Committee, Mr. Seidl is also entitled to equity awards under our equity incentive plan. On September 5, 2025, we granted 602,320 RSAs to Mr. Seidl, of which 50% vested on January 1, 2026 and 50% of which shall vest on January 1, 2027, subject to continued employment or service through such vesting date. 70 Board Agreement On April 1, 2025, the Board increased the size of the Board from five to seven directors and appointed Mr. Marcus Peperzak and Mr. Robert Reardon to the Board to fill the resulting vacancies. On December 22, 2025, the Board further increased its size from seven to eight directors and appointed Mr. David Sylvester as a Class II director. In connection with their appointments to the Board, Mr. Reardon, Mr. Peperzak, and Mr. Sylvester each entered into the Director Agreements which are the form of agreement adopted by the Board in April 2025 to govern the terms of service and compensation of our company’s non-employee directors. Additionally, effective as of April 4, 2025, we entered into Director Agreements with Lyman Dickerson, Alexandra Steele, and Christopher Riley, each non-employee members of the Board. Pursuant to the terms of the Director Agreements, we agreed to pay to each Board member (i) subject to approval by the Board and Compensation Committee, a cash payment of $12,500 promptly following attendance at each quarterly Board meeting, for a total annual cash compensation of $50,000; and (ii) subject to approval by the Board and the Compensation Committee, a grant of restricted stock, with the number of shares and terms to be determined by the Board. We recognized an aggregate of $225,000 in connection with such agreement during the year ended December 31, 2025 within general and administrative expenses in the accompanying consolidated statements of operations. As of December 31, 2025, there has been no grants of restricted stock to the directors. Termination Letter In January 2025, we entered into a termination letter agreement with our former CEO, Mr. Christopher Riley, pursuant to which, in lieu of all other compensation and payments, we agreed to pay Mr. Riley an aggregate of $124,500, payable in 18 monthly installments beginning in February 2025 in consideration for his past services. As of December 31, 2025, we had an aggregate of approximately $48,000 in outstanding amount in connection with such agreement that was included in accrued expenses in the accompanying consolidated balance sheet. Additionally, conditioned on approval by the Compensation Committee, the Termination Letter provides that Mr. Riley will be granted 10,000 shares of Class A Common Stock vesting one year from the date of grant. As of December 31, 2025, the stock has not been granted. Policies and Procedures for Related Persons Transactions The Board has adopted a written related person transaction policy that sets forth the following policies and procedures for the review and approval or ratification of related person transactions. A “related person transaction” is a transaction, arrangement or relationship in which Holdco or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000 (or, for so long as Holdco remains a “smaller reporting company” the lesser of (i) $120,000 and (ii) 1% of Holdco’s average total assets of the two completed fiscal years), and in which any related person had, has or will have a direct or indirect material interest. A “related person” means: ● any person who is, or at any time during the applicable period was, one of Holdco’s executive officers or directors; ● any person who is known by Holdco to be the beneficial owner of more than 5% of Holdco voting stock; ● any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of Holdco’s voting stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of Holdco’s voting stock; and ● any firm, corporation or other entity in which any of the foregoing persons is a partner or principal, or in a similar position, or in which such person has a 10% or greater beneficial ownership interest in Common Stock. Holdco has policies and procedures designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to its charter, the Audit Committee will have the responsibility to review related party transactions. 71 Item 14. Principal Accountant Fees and Services. The following is a summary of fees paid to WithumSmith+Brown, PC for services rendered. Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end consolidated financial statements, reviews of our quarterly consolidated financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. The aggregate fees billed by WithumSmith+Brown, PC for audit fees, inclusive of required filings with the SEC for the year ended December 31, 2025 totaled approximately $301,270, and for the year ended December 31, 2024, in addition to services rendered in connection with the Business Combination for the period from May 21, 2024 (inception) to December 31, 2024, totaled approximately $295,200. Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end consolidated financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards. We did not pay WithumSmith+Brown, PC any audit-related fees during the year ended December 31, 2025 and the period from May 21, 2024 (inception) to December 31, 2024. Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay WithumSmith+Brown, PC any tax fees during the year ended December 31, 2025 and the period from May 21, 2024 (inception) to December 31, 2024. All Other Fees . All other fees consist of fees billed for all other services. We did not pay WithumSmith+Brown, PC any other fees during the year ended December 31, 2025 and the period from May 21, 2024 (inception) to December 31, 2024. Pre-Approval Policies and Procedures In accordance with the Sarbanes-Oxley Act of 2002, our audit committee charter requires the Audit Committee to pre-approve all audit and permitted non-audit services provided by our independent registered public accounting firm, including the review and approval in advance of our independent registered public accounting firm’s annual engagement letter and the proposed fees contained therein. The Audit Committee has the ability to delegate the authority to pre-approve non-audit services to one or more designated members of the Audit Committee. If such authority is delegated, such delegated members of the Audit Committee must report to the full Audit Committee at the next Audit Committee meeting all items pre-approved by such delegated members. Since becoming a publicly listed company all of the services performed by our independent registered public accounting firm were pre-approved by the Audit Committee. 72 PART IV Item 15. Exhibits and Financial Statement Schedules. (a) Financial Statements and Schedules (1) The following financial statements of Rain Enhancement Technologies Holdco, Inc., supplemental information, and report of independent registered public accounting firm are included in this Annual Report: Consolidated Financial Statements of Rain Enhancement Technologies Holdco, Inc. Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2 Consolidated Financial Statements Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Stockholders’ Deficit F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 (2) List of financial statement schedules: All schedules have been omitted because they are not required, not applicable, or the information is otherwise included. (b) Exhibits: The following exhibits are filed or furnished as an exhibit to this Annual Report. Exhibit Number Description 2.1† Business Combination Agreement, dated June 25, 2024, by and among Coliseum Acquisition Corp., Rain Enhancement Technologies, Inc., Rain Enhancement Technologies Holdco, Inc., Rainwater Merger Sub 1, Inc., and Rainwater Merger Sub 2, Inc. (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4 (File No. 333-283425)). 2.2 Assignment of Business Combination Agreement, dated August 22, 2024, by and among Rainwater Merger Sub 2, Inc. and Rainwater Merger Sub 2A, Inc. (incorporated by reference to Exhibit 2.2 to the Registration Statement on Form S-4 (File No. 333-283425)). 2.3† Amendment to Business Combination Agreement, dated August 22, 2024, by and among Coliseum Acquisition Corp., Rain Enhancement Technologies, Inc., Rain Enhancement Technologies Holdco, Inc., Rainwater Merger Sub 1, Inc., and Rainwater Merger Sub 2A, Inc. (incorporated by reference to Exhibit 2.3 to the Registration Statement on Form S-4 (File No. 333-283425)). 3.1 Amended and Restated Articles of Organization of Rain Enhancement Technologies Holdco, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on January 7, 2025). 3.2 Articles of Correction to the Amended and Restated Articles of Organization of Rain Enhancement Technologies Holdco, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed on December 17, 2025). 3.3 Amended and Restated Bylaws of Rain Enhancement Technologies Holdco, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on January 7, 2025). 4.1 Specimen Class A Common Stock Certificate of Rain Enhancement Technologies Holdco, Inc. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 (File No. 333-283425)). 4.2 Specimen Warrant Certificate of Rain Enhancement Technologies Holdco, Inc. (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-4 (File No. 333-283425)). 4.3 Warrant Agreement, dated June 22, 2021, by and between Coliseum Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-4 (File No. 333-283425)). 4.4 Warrant Assignment, Assumption and Amendment Agreement, dated December 31, 2024, by and among Rain Enhancement Technologies Holdco, Inc., Coliseum Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed on January 7, 2025). 4.5 Description of Securities (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K filed on April 16, 2025). 10.1+ Form of Indemnification Agreement between Rain Enhancement Technologies Holdco, Inc. and each of its officers and directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 7, 2025). 10.2 Lock-Up Agreement, dated December 31, 2024, by and among Holdco and certain shareholders of Holdco (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 7, 2025). 10.3 Letter Agreement, dated June 22, 2021, by and among Coliseum Acquisition Corp., its officers and directors and the Previous Sponsor (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-4 (File No. 333-283425)). 10.4 Joinder, dated November 22, 2023, between Coliseum Acquisition Corp. and Harry L. You (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-4 (File No. 333-283425)). 10.5 Form of Joinder by and among the Extension Non-Redeeming Shareholders and Coliseum Acquisition Corp. (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on January 7, 2025). 10.6 Registration Rights Agreement, dated December 31, 2024, by and among Rain Enhancement Technologies Holdco, Inc. and each of the stockholders of Rain Enhancement Technologies Holdco, Inc. identified on the signature pages thereto (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on January 7, 2025). 73 10.7+ Rain Enhancement Technologies Holdco, Inc. 2024 Incentive Plan (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on January 7, 2025). 10.7.1+ Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.7.1 to the Current Report on Form 8-K filed on January 7, 2025). 10.7.2+ Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.7.2 to the Current Report on Form 8-K filed on January 7, 2025). 10.8 Warrant Exchange Agreement, dated December 17, 2024, by and among Coliseum Acquisition Sponsor, LLC, Berto, LLC, Coliseum Acquisition Corp. and Rain Enhancement Technologies Holdco, Inc. (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on January 7, 2025). 10.9 Form of Subscription Agreement by and among Rain Enhancement Technologies Holdco, Inc. and the PIPE Investors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 30, 2024). 10.10 Form of Non-Redemption Agreement between the Extension Non-Redeeming Shareholders and Coliseum Acquisition Corp. (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-4 (File No. 333-283425)). 10.11† Loan Agreement, dated December 30, 2024, by and between Rain Enhancement Technologies Holdco, Inc. and RHY Management LLC (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed on January 7, 2025). 10.12 Amendment to Loan Agreement, effective as of March 31, 2026, by and between Rain Enhancement Technologies Holdco, Inc. and RHY Management LLC (incorporated by reference to Exhibit 10.1 to the Current Report on 8-K filed on April 6, 2026) 10.13 Forward Purchase Agreement, dated as of December 30, 2024, by and among Coliseum Acquisition Corp., Rain Enhancement Technologies, Inc., Rain Enhancement Technologies Holdco, Inc., and Meteora Capital Partners and certain of its affiliates (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed on January 7, 2025). 10.14+ Employment Agreement, dated as of June 26, 2024, by and between Rain Enhancement Technologies, Inc. and Christopher Riley (incorporated by reference to Exhibit 10.19 to the Registration Statement on Form S-4 (File No. 333-283425)). 10.15+ Letter Agreement, dated January 29, 2025, by and between Rain Enhancement Technologies Holdco, Inc., Rain Enhancement Technologies, Inc., and Christopher Riley. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 3, 2025). 10.16+ Offer Letter, dated December 31, 2024, between Rain Enhancement Technologies Holdco, Inc. and Randy Seidl (incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K filed on January 7, 2025). 10.17+ Amendment to Employment Agreement, dated June 27, 2025, by and between Rain Enhancement Technologies, Inc. and Randall Seidl (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 3, 2025). 10.18+ Retention Bonus Agreement, dated as of June 27, 2025, by and between Rain Enhancement Technologies, Inc. and Randall Seidl (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 3, 2025). 10.19† Exclusive License Agreement, dated as of November 21, 2022, by and between Theodore R. Anderson and Rain Enhancement Technologies, Inc. (incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K filed on January 7, 2025). 10.20† Memorandum of Understanding, dated March 15, 2023, by and between Discovery Land Consolidated, LLC and Rain Enhancement Technologies, Inc. (incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K filed on January 7, 2025). 10.21+ Form of Director Agreement between Rain Enhancement Technologies Holdco, Inc. and each of its directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 7, 2025). 19.1 Rain Enhancement Technologies Holdco, Inc. Insider Trading Compliance Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed on April 16, 2025). 21.1* Subsidiaries of the Registrant. 24.1* Power of Attorney 31.1* Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Rain Enhancement Technologies Holdco, Inc. Policy for the Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed on April 16, 2025). 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) † Certain of the schedules and similar attachments to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. + Denotes management contract or compensatory plan or arrangement. * Filed herewith. ** Furnished herewith. Item 16. Form 10-K Summary. None. 74 INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2 Consolidated Financial Statements Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 F-4 Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-6 Notes to Consolidated Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Rain Enhancement Technologies Holdco, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Rain Enhancement Technologies Holdco, Inc. and Subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in stockholder’s deficit and cash flows for the years ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended December 31, 2025 and 2024 in conformity with accounting principles generally accepted in the United States of America. Emphasis of Matter The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has an accumulated deficit as of December 31, 2025 and continuing net losses and negative cash flows from operations and expects to continue incurring operating losses and negative cash flows in the future. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Emphasis of the Matter – Restatement of Unaudited Condensed Consolidated Interim Financial Statements As discussed in Note 2 to the consolidated financial statements, the unaudited condensed consolidated interim financial statements as of and for the three months ended March 31, 2025, and as of and for the three and six months ended June 30, 2025 have been restated to correct certain misstatements. We have served as the Company’s auditor since 2022. /s/ WithumSmith+Brown, PC Whippany, New Jersey April 15, 2026 PCAOB ID No. 100 F- 2 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2025 2024 Assets Current assets Cash $ 213,688 $ 32,604 Prepaid expenses 103,796 12,335 Deferred financing costs - 75,000 Subscription receivable - 650,000 Total current assets 317,484 769,939 Equipment, net 407,133 - Construction in-process equipment 987,805 414,034 Intangible assets, net 80,752 92,427 Total assets $ 1,793,174 $ 1,276,400 Liabilities and Stockholders’ Deficit Current liabilities Accounts payable $ 1,532,752 $ 1,946,931 Accrued expenses 1,078,294 700,000 Accrued expenses - related party 831,429 - Line of credit - related party 9,102,493 3,110,149 Note payable from related parties 400,000 400,000 Accrued interest - related parties 322,656 38,192 Tax liability 912 - Shortfall payment liability 20,636 20,636 Total current liabilities 13,289,172 6,215,908 Derivative warrant liabilities 1,250,000 350,000 Total liabilities 14,539,172 6,565,908 Commitments and Contingencies (Note 6) Stockholders’ Deficit Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of December 31, 2025 and 2024 - - Class A common stock, $ 0.0001 par value; 30,000,000 shares authorized; 8,131,081 and 7,528,761 shares (including 602,320 and 0 restricted stock awards as of December 31, 2025 and 2024, respectively) issued and outstanding as of December 31, 2025 and 2024, respectively 813 753 Class B common stock, $ 0.0001 par value; 1,000,000 shares authorized; 57,752 shares issued and outstanding as of December 31, 2025 and 2024 6 6 Additional paid-in capital 2,599,139 964,335 Accumulated deficit ( 15,345,956 ) ( 6,254,602 ) Total stockholders’ deficit ( 12,745,998 ) ( 5,289,508 ) Total liabilities and stockholders’ Deficit $ 1,793,174 $ 1,276,400 See accompanying notes to the consolidated financial statements F- 3 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the years ended December 31, 2025 2024 Installation costs $ 402,422 $ - General and administrative expenses 7,647,668 4,491,706 Research and development expenses 62,011 - State tax expenses 1,824 225 Depreciation expense 6,901 - Amortization expense 11,675 11,675 Loss from operations ( 8,132,501 ) ( 4,503,606 ) Other income (expenses) Change in fair value of warrant liabilities ( 900,000 ) - Gain from settlement with vendor 225,517 - Interest expenses ( 284,465 ) ( 30,246 ) Interest income 95 91 Total other income (expenses), net ( 958,853 ) ( 30,155 ) Net loss $ ( 9,091,354 ) $ ( 4,533,761 ) Weighted average Class A common stock outstanding, basic and diluted 7,528,761 1,956,836 Basic and diluted net loss per Class A common stock $ ( 1.20 ) $ ( 2.29 ) Weighted average Class B common stock outstanding, basic and diluted 57,752 20,513 Basic and diluted net loss per Class B common stock $ ( 1.20 ) $ ( 2.29 ) See accompanying notes to the consolidated financial statements F- 4 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT For the year ended December 31, 2025 Class A Common Stock Class B Common Stock Additional Paid-In Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance - December 31, 2024 7,528,761 $ 753 57,752 $ 6 $ 964,335 $ ( 6,254,602 ) $ ( 5,289,508 ) Stock-based compensation expense 602,320 60 - - 1,634,804 - 1,634,864 Net loss - - - - - ( 9,091,354 ) ( 9,091,354 ) Balance - December 31, 2025 8,131,081 $ 813 $ 57,752 $ 6 $ 2,599,139 $ ( 15,345,956 ) $ ( 12,745,998 ) For the year ended December 31, 2024 Class A Common Stock Class B Common Stock Additional Paid-In Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance - December 31, 2023 - $ - - $ - $ 1,083,966 $ ( 1,720,841 ) $ ( 636,875 ) Retroactive application of Business Combination (Note 1) 1,766,554 177 - - ( 177 ) - - Balance - December 31, 2023, recasted 1,766,554 177 - - 1,083,789 ( 1,720,841 ) ( 636,875 ) Issuance of RET’s Class A common stock 358,985 36 - - 739,964 - 740,000 Issuance of RET’s Class B common stock - - 57,752 6 124,994 - 125,000 Stock based compensation expense - - - - 2,777,507 - 2,777,507 Issuance of Class A common stock upon Business Combination, including conversion of Coliseum’s Private Placement Warrants into Class A common stock 4,917,806 492 - - ( 1,041,664 ) - ( 1,041,172 ) Prepaid forward purchase agreement 361,858 36 - - ( 4,127,271 ) - ( 4,127,235 ) Issuance of Class A common stock in connection with PIPE subscriptions 118,558 12 - - 1,349,988 - 1,350,000 Issuance of common stock for services 5,000 - - - 57,028 - 57,028 Net loss - - - - - ( 4,533,761 ) ( 4,533,761 ) Balance - December 31, 2024 7,528,761 $ 753 57,752 $ 6 $ 964,335 $ ( 6,254,602 ) $ ( 5,289,508 ) See accompanying notes to the consolidated financial statements F- 5 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2025 2024 Cash Flows from Operating Activities: Net loss $ ( 9,091,354 ) $ ( 4,533,761 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization expense 11,675 11,675 Depreciation expense 6,901 General and administrative expenses advanced by related parties 3,520,410 321,448 Stock based compensation expense 1,634,864 2,834,535 Change in fair value of warrant liabilities 900,000 - Gain from settlement with vendor ( 225,517 ) - Changes in operating assets and liabilities: Prepaid expenses ( 91,461 ) ( 4,199 ) Deferred financing costs 75,000 - Accounts payable ( 188,662 ) 28,452 Accrued expenses 378,294 ( 10,750 ) Accrued expenses - related party 831,429 - Accrued interest - related parties 284,464 30,247 Tax payable 912 ( 225 ) Net cash used in operating activities ( 1,953,045 ) ( 1,322,578 ) Cash Flows from Investing Activities: Capital expenditures for equipment ( 987,805 ) ( 45,828 ) Net cash used in investing activities ( 987,805 ) ( 45,828 ) Cash Flows from Financing Activities: Proceeds from draw down under line of credit with related party 2,471,934 - Proceeds received from subscription receivable 650,000 - Proceeds from issuance of RET’s Class A common stock - 740,000 Proceeds from issuance of RET’s Class B common stock - 125,000 Proceeds from issuance of Holdco Class A common stock in connection with PIPE subscriptions - 700,000 Proceeds from reverse recapitalization - 3,980,264 Payment of deferred financing costs - ( 75,000 ) Payment of prepaid forward purchase agreements - ( 4,106,599 ) Net cash provided by financing activities 3,121,934 1,363,665 Net change in cash 181,084 ( 4,741 ) Cash - beginning of the period 32,604 37,345 Cash - end of the period $ 213,688 $ 32,604 See accompanying notes to the consolidated financial statements F- 6 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 1 — Description of Organization and Business Operations Description of Business Rain Enhancement Technologies Holdco, Inc. (the “Company” or “Holdco”) was formed in Massachusetts to develop, improve and commercialize atmospheric enhancement by ionization (AEI) technology. The Company is developing improvements to existing AEI technologies by leveraging robust measurement tools, including software monitoring technology, machine learning, rain gauges, and weather stations. Business Combination Agreement On December 31, 2024 (the “Closing Date”), Holdco, Coliseum Acquisition Corp, a Cayman Islands exempted company (“Coliseum”), Rain Enhancement Technologies, Inc., a Massachusetts corporation (“RET”), Rainwater Merger Sub 1, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Holdco (“Merger Sub 1”), and Rainwater Merger Sub 2A, Inc., a Massachusetts corporation and wholly-owned subsidiary of Coliseum (“Merger Sub 2”) consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement, dated as of June 25, 2024 (as amended on August 22, 2024, the “Business Combination Agreement”). Pursuant to the Business Combination Agreement, on the Closing Date, (i) Coliseum merged with and into Merger Sub 1, with Merger Sub 1 as the surviving company of such merger (the “SPAC Merger”) and (ii) following the SPAC Merger and as a part of the same overall transaction, Merger Sub 2 merged with and into RET, with RET as the surviving entity of such merger (the “Company Merger” and, together with the SPAC Merger, the “Mergers”), and, after giving effect to such Mergers, each of Merger Sub 1 and RET became a wholly owned subsidiary of Holdco (the time that the SPAC Merger became effective being referred to as the “SPAC Merger Effective Time,” the time that the Company Merger became effective being referred to as the “Company Merger Effective Time,” and the time after which both Mergers became effective being referred to as the “Closing”). Following the Closing, Holdco holds all of the equity interests of RET and Merger Sub 1. The Business Combination was treated as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Coliseum was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of RET issuing stock for the net assets of Coliseum, accompanied by a recapitalization. The net assets of Coliseum were stated at historical cost, with no goodwill or other intangible assets recorded. The Company’s common stock and warrants commenced trading on the Nasdaq Stock Market LLC under the symbols “RAIN” and “RAINW”, respectively, on January 2, 2025. Refer to Note 4, Business Combination, for additional details. Recent Developments Nasdaq Compliance Notices On February 18, 2025, the Company received written notice (the “MVLS Notice”) from the Listing Qualifications Staff (“Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) which notified the Company that, for the 30 consecutive business days ended February 14, 2025, the Company’s market value of listed securities (“MVLS”) closed below the $ 50,000,000 MVLS threshold required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Rule”). Also on February 18, 2025, the Company received written notice (the “MVPHS Notice”) from the Staff that for the 30 consecutive business days ended February 14, 2025, the Company’s market value of publicly held securities (“MVPHS”) closed below the $ 15,000,000 MVPHS threshold required for continued listing on Nasdaq under Nasdaq Listing Rule 5450(b)(2)C) (the “MVPHS Rule”). F- 7 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 On August 19, 2025, the Company received a notice (the “Notice”) from the Staff indicating that the Company had not regained compliance with either the MVLS Rule or the MVPHS Rule and, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s securities would be subject to suspension and delisting from The Nasdaq Global Market. We timely submitted its request for a hearing before the Panel on August 21, 2025. As part of the compliance plan submitted to the Panel, the Company requested a transfer of its listing from the Nasdaq Global Market to the Nasdaq Capital Market. A hearing before the Panel was held on September 18, 2025 and on October 14, 2025, the Panel granted the Company’s request for continued listing on Nasdaq, subject to the Company’s timely application to transfer its listing from the Nasdaq Global Market to the Nasdaq Capital Market and demonstrating compliance with the applicable listing requirements. We completed the transfer to the Nasdaq Capital Market and demonstrated compliance with the applicable listing rules. Nasdaq subsequently confirmed that we had regained compliance with its previously disclosed deficiencies, The Company’s Class A common stock and warrants will continue to trade under the symbol “RAIN” and “RAINW”, respectively. On February 18, 2026, the Company received an additional written notice from Nasdaq indicating that, for the 30 consecutive business days ended February 17, 2026, its MVLS had closed below the $ 35,000,000 minimum required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2). In accordance with Nasdaq rules, the Company has 180 calendar days, or until August 17, 2026, to regain compliance with the MVLS requirement. To regain compliance, its MVLS must close at or above $ 35,000,000 for a minimum of ten consecutive business days during this compliance period. The Company intends to monitor its MVLS and evaluate available options to regain compliance with Nasdaq listing standards; however, there can be no assurance that it will regain or maintain compliance within the applicable compliance period. Going Concern Consideration In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Classification (“ASC”) Subtopic 205-40, “Presentation of Financial Statements - Going Concern,” the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. This assessment considers the Company’s current cash position, projected cash requirements, and its ability to obtain additional funding. As of December 31, 2025, the Company had approximately $ 214,000 in cash and had a working capital deficit of approximately $ 13.0 million. The Company expects to continue incurring expenses and losses as it scales its operations and begins to generate revenue. The Company has historically funded its operations primarily through related-party financing arrangements, including borrowings under its LOC (as defined in Note 7). As of December 31, 2025, the Company had drawn substantially all available amounts under this facility. While the Company expects to continue relying on these financing sources and projected cash flows from operations, its limited operating history and continuing operating losses raise substantial doubt about its ability to continue as a going concern. Management’s plans to address this uncertainty include continued support from related parties, seeking additional financing through debt, equity, or a combination of both, and pursuing commercial opportunities for installation and service agreements. However, there is no assurance that such funding will be available on acceptable terms, or at all. Accordingly, management has determined that the Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these consolidated financial statements. The consolidated financial statements included in this Annual Report do not include any adjustments that might result from the outcome of this uncertainty. F- 8 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 Risks and Uncertainties Various macroeconomic, geopolitical and regulatory uncertainties and challenges pose risks to economic conditions in the U.S. and globally, including, among others, inflationary pressures; supply chain disruptions; increased cyberattacks against U.S. companies and critical infrastructure; changes to trade and tariff, immigration, energy and other policies resulting from governmental actions; changes in interest rate policies; the Russia-Ukraine war; conflicts in the Middle East including recent military confrontations involving the United States, Israel and Iran and related regional instability; and economic conditions and tensions involving China and other global powers. Global geopolitical tensions and military conflicts have increased in recent years. These conflicts have contributed to volatility in global financial markets, disruptions in energy and commodity markets, and risks to global supply chains and international trade routes. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions, and subsequent sanctions or related actions, instability, volatility or lack of liquidity in the financial markets, could adversely affect the Company’s business, financial and operating results. Note 2 — Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements The Company identified an error related to the accounting for financed insurance premiums. The Company obtained its liability insurance coverage for directors and officers (“D&O”) effective December 31, 2024. On January 2, 2025, the Company executed a financing agreement with a financing company to finance $ 640,000 of the premium. On January 30, 2025, the down payment and first installment was paid. The Company should have recorded the premium financing agreement as liabilities, with an offset to prepaid expenses, upon its execution. The error was identified as part of the preparation of the Company’s consolidated financial statements for the year ended December 31, 2025. The misstatement affected the presentation of prepaid expenses and related liabilities on the Company’s balance sheets as of March 31, 2025 and June 30, 2025. Therefore, the audit committee of the board of directors, in consultation with management, concluded that the Company’s previously issued unaudited condensed consolidated financial statements for each of the quarters ended March 31, 2025 and June 30, 2025 (the “Affected Periods”) should not be relied upon and should be restated to reflect the correct presentation on the balance sheets. Impact of the Restatement The impact of the restatement on the unaudited condensed consolidated financial statements for the Affected Periods is presented below. The following tables contain unaudited condensed consolidated quarterly financial information for the quarterly periods ended March 31, 2025 and June 30, 2025 that have been updated to reflect the restatements of the Company’s consolidated financial statements as described above. The restatements only affected the balance sheets and had no impact on the statement of operations or the statements of changes in stockholders’ deficit or cash flows. The Company has not amended its previously filed Quarterly Reports on Form 10-Q for the Affected Periods. The financial information that had been previously filed or otherwise reported for the Affected Periods is superseded by the information in this Annual Report, and the financial statements and related financial information for the Affected Periods contained in such previously filed reports should no longer be relied upon. F- 9 Balance Sheets (Unaudited) As Previously Reported Restatement Adjustment As Restated As of March 31, 2025 Current assets: Prepaid expenses $ 332,398 $ 380,800 $ 713,198 Other current assets 348,125 - 348,125 Total current assets 680,523 380,800 1,061,323 Non-current assets 642,929 - 642,929 Total Assets $ 1,323,452 $ 380,800 $ 1,704,252 Current liabilities: Accounts payable $ 2,176,497 $ 380,800 $ 2,557,297 Other current liabilities 5,478,907 - 5,478,907 Total current liabilities 7,655,404 380,800 8,036,204 Non-current liabilities 440,000 - 440,000 Total Liabilities 8,095,404 380,800 8,476,204 Stockholders’ Deficit ( 6,771,952 ) - ( 6,771,952 ) Total Liabilities and Stockholders' Deficit $ 1,323,452 $ 380,800 $ 1,704,252 As of June 30, 2025 Current assets: Prepaid expenses $ 347,696 $ 217,600 $ 565,296 Other current assets 91,473 - 91,473 Total current assets 439,169 217,600 656,769 Non-current assets 1,113,332 - 1,113,332 Total Assets $ 1,552,501 $ 217,600 $ 1,770,101 Current liabilities: Accounts payable $ 1,391,554 $ 217,600 $ 1,609,154 Other current liabilities 7,373,170 - 7,373,170 Total current liabilities 8,764,724 217,600 8,982,324 Non-current liabilities 512,500 - 512,500 Total Liabilities 9,277,224 217,600 9,494,824 Stockholders’ Deficit ( 7,724,723 ) - ( 7,724,723 ) Total Liabilities and Stockholders' Deficit $ 1,552,501 $ 217,600 $ 1,770,101 Note 3 — Summary of Significant Accounting Policies Basis of Consolidation and Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Rainwater Acquisition Corp (f.k.a Merger Sub 1) and RET. All significant intercompany accounts and transactions have been eliminated. The consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Certain prior period amounts have been reclassified to conform to the current period presentation, including reclassifications between property and equipment and construction in progress. These reclassifications had no impact on total assets, total liabilities, stockholders’ deficit, net loss, or cash flows as previously reported. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents are stated at fair value and may include money market funds, U.S. Treasury and U.S. government-sponsored agency securities, corporate debt, commercial paper, and certificates of deposit. The Company had no cash equivalents as of December 31, 2025 and 2024. F- 10 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, either because of the short-term nature of the instruments or because the instrument is recognized at fair value. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The assessment considers whether the financial instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the financial instruments meet all of the requirements for equity classification under ASC 815, including whether the financial instruments are indexed to the Company’s own ordinary shares, among other conditions for equity classification. Foreign Currency Translation and Transactions The U.S. dollar is the Company’s functional currency. Transactions denominated in currency other than the Company’s functional currency are recorded upon initial recognition at the exchange rate on the date of the transaction. After initial recognition, monetary assets and liabilities denominated in foreign currency are remeasured at each reporting date into the foreign currency at the exchange rate on that date. Exchange rate differences, other than those accounted for as hedging transactions, are recognized as foreign currency transaction gain or loss included in the Company’s consolidated statements of operations within the general and administrative expenses. During the years ended December 31, 2025 and 2024, the only foreign currency transaction the Company incurred was the amount paid to its senior technology advisor in Australian Dollars. The amount of these foreign currency payments was translated into U.S. dollars. Equipment and Construction In-Process Equipment The Company capitalizes its cost to build its rainfall ionization equipment (the “Equipment”), including materials and allocated labor costs directly attributable to the construction of the Equipment. Upon the installation of the Equipment, the Company transfers its capitalized cost from Construction in-process to Equipment. Equipment that has been completed but has not yet been installed or otherwise placed into service remains within construction in-process Equipment and is not depreciated until transferred into Equipment and placed into service. Construction in-process equipment includes costs for units under construction or in transit prior to installation. F- 11 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 In July 2024, the Company completed its building process for its two initial units. In October and December 2025, the Company completed building another 7 units. All of these units were included in the Construction in-process equipment in the accompanying consolidated balance sheets until they were placed in services. Depreciation begins when the equipment is placed into service and is recorded on a straight-line basis over the estimated useful life of the assets, which the Company currently estimates to be 10 years. At the time of retirement or other disposition of the Equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. As of December 31, 2024, no Equipment has been placed in service. During the year ended December 31, 2025, the Company placed two systems into service and was moved from Construction in-process into Equipment. The Company recorded approximately $ 7,000 of depreciation expense related to those systems in the accompanying consolidated statements of operations. The remaining seven completed units were not placed in service and remained included in the Construction in-process as of December 31, 2025. Installation costs represent expenses incurred in connection with the installation of the Company’s AEI systems deployed in pilot installations and evaluation projects. These costs are expensed as incurred and primarily consist of labor, travel, site preparation and related operational expenses associated with system deployment and testing. As the Company is currently in an early stage of commercial deployment, certain installation activities may occur prior to the execution of revenue-generating customer agreements. Equipment, including construction in-process equipment, as of December 31, 2025 and 2024 was comprised of the following: December 31, 2025 2024 Equipment: Rainfall ionization equipment and systems, in-process $ 987,805 $ 414,034 Rainfall ionization equipment and systems, completed 414,034 - Rainfall ionization equipment and systems, accumulated depreciation ( 6,901 ) - Total $ 1,394,938 $ 414,034 Intangible Assets Recognized intangible assets have finite lives and include acquired licenses for market-ready technology and designs of weather modification and rainfall ionization equipment. Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. Intangible assets with finite lives are amortized using the straight-line method over the estimated useful economic life. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the statements of operations and in the expense category that is consistent with the function of the intangible assets. Intangible assets with finite lives are tested for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. These conditions may include a change in the extent or manner in which the asset is being used or a change in future operations. The Company assesses the recoverability of the carrying amount by preparing estimates of future revenue, margins, and cash flows. If the sum of expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, an impairment loss is recognized. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value of the asset. Fair value of these assets may be determined by a variety of methodologies, including discounted cash flow models. No impairment was recorded for the years ended December 31, 2025 or 2024. As of December 31, 2025 and 2024, the Company did not have any intangible assets with indefinite useful lives. F- 12 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist of expenditures incurred in the discovery and development of new products, processes or services and the improvement of existing products, processes or services and the cost of conducting trials. Leases The Company follows the guidance of ASC 842, “Leases,” which requires an entity to recognize a right-of-use (“ROU”) asset and a lease liability for virtually all leases. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company determines the present value of lease payments utilizing its incremental borrowing rate, as the implicit rate of interest in the respective leases is not readily determinable. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company recognizes the lease payments associated with its short-term land leases as an expense on a straight-line basis over the lease term. Stock-based Compensation The Company’s policy is to account for stock-based compensation expense in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to performance conditions, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. F- 13 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2025 and 2024. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2025 and 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major tax authorities since inception. Net Loss Per Common Share Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the periods. Diluted net loss per common share is computed by giving effect to all potential shares of common stock, including restricted stock awards (“RSAs”), warrants, and stock options, to the extent dilutive. Stock options and warrants with exercise prices greater than the average market price of the Company’s common stock for the period are excluded from the calculation of diluted net loss per share as their inclusion would be anti-dilutive. For the years ended December 31, 2025 and 2024, due to a net loss, all potential shares of common stock were not included in the calculation of dilutive net loss per share as their effect would have been anti-dilutive. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The net loss per common share presented in the consolidated statements of operations is based on the following for the years ended December 31, 2025 and 2024: For the years ended December 31, 2025 2024 Class A common stock Class B common stock Class A common stock Class B common stock Basic and diluted net loss per common share: Numerator: Allocation of net loss $ ( 9,022,146 ) $ ( 69,208 ) $ ( 4,486,728 ) $ ( 47,033 ) Denominator: Basic and diluted weighted average share outstanding 7,528,761 57,752 1,956,836 20,513 Basic and diluted net loss per common share $ ( 1.20 ) $ ( 1.20 ) $ ( 2.29 ) $ ( 2.29 ) Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09 (Topic 740), Improvements to Income Tax Disclosures. The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as an expansion of other income tax disclosures. The ASU is effective on a prospective basis for annual reporting periods beginning after December 15, 2024. The Company adopted ASU 2023-09 in its fourth quarter of 2025 for the period ending December 31, 2025, and the adoption impacted only the disclosures with no material impact on the Company’s consolidated financial statements. Issued in November 2024, ASU 2024-03, Disaggregation of income Statement Expenses (Subtopic 220-40), requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. While early adoption is permitted, the Company does not plan to adopt this standard early. This ASU will likely result in additional disclosures being included in the Company’s consolidated financial statements once adopted. The Company is currently evaluating the provisions of this ASU and the impact it will have on its consolidated financial statements. F- 14 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 4 — Business Combination Business Combination On December 31, 2024, the Company consummated its Business Combination pursuant to the terms of the Business Combination Agreement. The Business Combination was structured as follows: a) Prior to Closing, the sole outstanding Coliseum Class B Ordinary Share was converted into one Coliseum Class A Ordinary Share, which was then converted into one share of Holdco Class A Common Stock at Closing. b) Prior to Closing, pursuant to Extension Non-Redemption Agreements and the Sponsor Support Agreement, the Previous Sponsor and Sponsor Affiliate forfeited and surrendered for no consideration an aggregate of 606,972 Coliseum Class A Ordinary Shares, and Coliseum issued 606,972 newly-issued Coliseum Class A Ordinary Shares to the Extension Non-Redeeming Shareholders. c) On the Closing Date, each Coliseum Class A Ordinary Share issued and outstanding immediately prior to Closing (excluding redeemed public shares) was automatically converted into the right to receive one share of Holdco Class A Common Stock, and each whole Coliseum Public Warrant issued and outstanding immediately prior to Closing was assumed by Holdco and became exercisable for shares of Holdco Class A Common Stock. d) On the Closing Date, each Private Placement Warrant was exchanged for 0.25 shares of Holdco Class A Common Stock in the Warrant Exchange. e) On the Closing date, (i) each outstanding share of RET Preferred Stock and RET Class A Common Stock issued and outstanding immediately prior to Closing was converted into the right to receive a number of shares of Holdco Class A Common Stock equal to the Exchange Ratio and (ii) each share of RET Class B Common Stock issued and outstanding immediately prior to Closing was converted into the right to receive a number of shares of Holdco Class B Common Stock equal to the Exchange Ratio. The Exchange Ratio was approximately 1,434 shares of Holdco Common Stock for every outstanding share of RET Common Stock. Following the Closing, an aggregate of 1,232 shares of RET Preferred Stock and 250 shares of RET Class A Common Stock were converted into 2,125,539 shares of Holdco Class A Common Stock, and an aggregate of 40 shares of RET Class B Common Stock were converted into 57,752 shares of Holdco Class B Common Stock. f) At Closing, each of the RET 1,500 Options outstanding was converted into 2,150,838 Holdco Option on the same terms and conditions as were in effect with respect to RET Option immediately prior to Closing, except that the exercise price per share of such Holdco Option is equal to the quotient of (x) the exercise price per share of such RET Option in effect immediately prior to Closing divided by (y) the Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent), which is equal to an exercise price of $2.06 per share. PIPE Subscriptions Receivable In connection with the Closing, Holdco entered into subscription agreements (collectively, the “PIPE Subscription Agreements”) with certain investors and related parties (the “PIPE Investors”) to sell an aggregate of 118,557 shares of Holdco Class A Common Stock at a purchase price of approximately $ 11.39 per share, for gross proceeds of $ 1.35 million. At the Closing, Holdco received $ 700,000 of the PIPE investment and issued an aggregate of 61,474 shares of Holdco Class A Common Stock to the PIPE Investors and recorded a subscription receivable of $ 650,000 for the remaining PIPE investment on the consolidated balance sheet as of December 31, 2024. On January 29, 2025, the Company received $ 500,000 pursuant to the PIPE Subscription Agreements and issued 43,910 shares of Class A Common Stock. On February 6, 2025, the Company received the remaining $ 150,000 and issued 13,173 shares of Class A Common Stock. The subscription receivable was fully paid on February 6, 2025. F- 15 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 Forward Purchase Agreement with Meteora On December 30, 2024, Holdco entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Meteora Capital Partners, LP and affiliated funds (“Meteora”) for an OTC equity prepaid forward transaction. An aggregate of 361,858 shares of Holdco Class A Common Stock (the “Forward Purchase Shares”) are subject to the Forward Purchase Agreement, for which Meteora was paid approximately $ 4.1 million at Closing (the “Prepayment”) and the Company retained approximately $ 20,000 (the “Prepayment Shortfall”). The Forward Purchase Agreement matures on the date of the effectiveness of a certain registration statement filed by Holdco with the Securities and Exchange Commission following the Closing Date (the “Maturity Date”). Meteora may sell the Forward Purchase shares at any time following the Closing Date until the Maturity Date at a price not less than $ 10.00 per share. If Meteora sells any of the Forward Purchase Shares, Meteora will pay to Holdco $ 10.00 for each share sold, less the Prepayment Shortfall. On Maturity Date, any Forward Purchase Shares that have not been sold by Meteora will be returned to the Company for no consideration, provided that if the proceeds of the shares sold by Meteora prior to the Maturity Date is less than the Prepayment Shortfall, then Holdco will pay cash to Meteora in an amount equal to such difference. The Company’s management determined that the prepaid Forward Purchase Agreement is a hybrid instrument with an embedded derivative (forward purchase contract), which meets the definition of a derivative and does not meet the criteria for the derivative accounting scope exception in ASC 815. As such, the embedded derivative is recognized initially and subsequently at fair value, with changes in fair value reported in earnings in accordance with ASC 815. Because the bifurcated embedded derivative is a forward contract, it must have an initial fair value of zero. As a result, the prepayment amount was allocated entirely to the host contract, which represents a receivable classified as contra-equity. Any shares issued under the Forward Purchase Agreement were accounted for and classified as issued and outstanding for accounting purposes. Until the earlier of 1) the Maturity Date, and 2) the date that gross proceeds from the sale of the shares by Meteora equal 100 % of the “Prepayment Shortfall”, the Company recognizes a liability for the Prepayment Shortfall at fair value, with subsequent changes in fair value recognized in the Company’s consolidated statements of operations each reporting period until the Maturity Date. As of December 31, 2024, the prepayment shortfall liability was recorded at maximum value. Upon receipt of consideration related to the sale of any shares sold by Meteora, the Company will record the receipt of funds as an increase to cash and a decrease to the “Prepayment Shortfall liability” until the “Prepayment Shortfall Liability” is zero, and then any remaining proceeds received will reduce the receivable previously recorded as contra-equity. The Company incurred no transaction costs that were directly related to issuance of the Forward Purchase Agreement. As of December 31, 2024, the Company recorded the $ 4.1 million of Prepayment amount paid at closing within additional paid-in capital and approximately $ 20,000 in shortfall payment liability in the accompanying consolidated balance sheet. As of December 31, 2025, the value of the shortfall payment liability of approximately $ 21,000 remained unchanged. Public and Private Placement Warrants Prior to Closing, Coliseum had 5,000,000 Public Warrants and 3,225,000 Private Placement Warrants outstanding. In connection with the Business Combination, as discussed above, an aggregate of 3,225,000 Private Placement Warrants were converted into 806,250 shares of Holdco Class A Common Stock, and the Public Warrants were exchanged into warrants to purchase 5,000,000 shares of Holdco Class A Common Stock. Redemption Prior to the Closing, certain Coliseum public shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 1,063,698 Coliseum public shares for an aggregate payment of approximately $ 12.1 million. After redemptions, there was a total of 723,414 Coliseum public shares and an aggregate of approximately $ 8.25 million remaining in Coliseum Trust Account, and was later converted into Holdco Class A Common Stock in connection with the Business Combination. F- 16 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 Transaction Proceeds The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statement of changes in stockholders’ equity for the year ended December 31, 2024: Cash-Trust Account, net of redemptions $ 8,251,024 Less: transaction costs and professional fees, paid directly from Trust Account ( 4,270,760 ) Net proceeds received from Trust 3,980,264 Less: private placement warrant liabilities ( 350,000 ) Less: related party notes ( 2,558,340 ) Less: accounts payable and accrued expenses ( 2,113,096 ) Reverse recapitalization, net $ ( 1,041,172 ) The number of shares of Common Stock issued immediately following the consummation of the Business Combination were: Class A Common Stock Class B Common Stock Coliseum Public Shares, outstanding prior to the Business Combination 1,787,112 - Less: Redemption of Coliseum Class A common stock ( 1,063,698 ) - Public shares of Coliseum, including 361,556 shares subject to the Forward Purchase Agreement (as described below) 723,414 - Coliseum Founder Shares, outstanding prior the Business Combination 3,750,000 - Coliseum Private Placement Warrants converted to Class A Common shares 806,250 - Business Combination shares RET Shares 2,125,539 57,752 Issuance of shares in connection with PIPE 118,557 - Class A common stock issued for services 5,000 - Common Stock immediately after the Business Combination 7,528,761 57,752 The number of RET shares was determined as follows: Legacy RET Shares RET Shares after conversion ratio Preferred Stock 1,232 1,766,554 Class A Common Stock 250 358,985 Class B Common Stock 40 57,752 Total 1,522 2,183,291 Note 5 — Intangible Assets Patent License On November 21, 2022, the Company entered into a license agreement with Dr. Theodore Anderson, a plasma physicist, whereby the Company was granted an exclusive, worldwide license under certain of Dr. Anderson’s patents. The consideration paid for the license of $ 33,000 , which was fully paid in November of 2022, was recorded as a finite-lived intangible asset. Consulting Agreement for Rainfall Ionization Equipment The Company entered into a consulting agreement to engage its senior technology advisor, Scott Morris in 2022, pursuant to which the Company agreed to pay him a one-time fee upon execution of the agreement and a consulting fee of AUD 250,000 per year (equivalent to approximately $ 170,000 as of the effective date). In February 2025, the agreement was amended to increase the annual consulting fee to $ 186,000 , and in June 2025, it was further increased to $ 252,000 in exchange for the consultant assuming an additional role and responsibilities. The agreement also provides for success fees payable upon the achievement of specified sales and development milestones. During the year ended December 31, 2025, the Company paid an aggregate of $ 50,000 in milestone payments to the Technical Advisor in connection with the achievement of certain development milestones. F- 17 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 In connection with the consulting agreement, the Company also obtained from Mr. Morris an irrevocable, perpetual, non-exclusive license under certain engineering designs in connection with rainfall ionization equipment and systems. The Company fully paid the license amount of $ 83,750 in June 2023. Intangible Assets Intangible assets as of December 31, 2025 and 2024 are composed of licenses under certain patents and designs for weather modification and rainfall ionization equipment to Dr. Anderson and Mr. Morris as discussed above. The Company amortizes these intangible assets on a straight-line basis over the estimated useful lives of the assets under the full-month convention. The Company plans to continually adapt to incorporate new technologies and to expand into markets that may be created by new technologies for rainfall, snowfall enhancement and fog dispersion. As a result, the Company estimates a useful life of ten years for these intangible assets based on the Company’s expected period of technological relevance and use. Intangible assets as of December 31, 2025 and 2024 were comprised of the following: Weighted Average Carrying Value Useful Life (Years) December 31, 2025 December 31, 2024 Intangible assets: Licensed technology for weather modification 10 $ 33,000 $ 33,000 Purchased intellectual property for rainfall ionization equipment 10 83,750 83,750 Less: Accumulated amortization ( 35,998 ) ( 24,323 ) Total intangible assets, net $ 80,752 $ 92,427 The Company incurred approximately $ 12,000 in amortization expense for each of the years ended December 31, 2025 and 2024, which is included in the accompanying consolidated statements of operations. For the years ended December 31, 2025 and 2024, there were no impairment charges associated with the Company’s intangible assets. Note 6 — Commitments and Contingencies Leases On September 10, 2025, the Company entered into a lease agreement to lease a parcel of land in Colorado (“Colorado Lease”), which served as its installation site for the Company’s first Equipment unit. The lease commencement date is the date selected by the Company within 30 days following the applicable government hearing granting permission for use. The Company obtained its permit on October 29, 2025, and selected November 1, 2025 as the lease commencement date. The lease has an initial term of a one year and includes four options to extend the term, each for an additional one-year period. Under the Colorado Lease, the Company is required to make an upfront payment of $ 2,500 upon commencement date and pay a monthly base rate of $ 2,500 , which will automatically increase for each extension term at the rate of 5 %. During the year ended December 31, 2025, the Company recognized $ 5,000 of rent expense in connection with such lease within the general and administrative expenses in the accompanying consolidated statements of operations. F- 18 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 On September 21, 2025, the Company entered into another land lease agreement for a parcel of land in Utah (“Utah Lease”). The lease commencement date is the date selected by the Company within 30 days following the applicable government hearing granting permission for use. The lease has an initial term of one year and includes four options to extend the term, each for an additional one-year period. The Company has not obtained its permit. The Utah Lease has a monthly base rate of $ 200 , which will automatically increase for each extension term at the rate of 5 %. Employment Agreement Effective January 2, 2025, RET entered into a binding offer letter (the “Offer Letter”), which was later amended on June 27, 2025, with its new CEO, Mr. Seidl. Pursuant to the amended Offer Letter, Holdco agreed to pay to the CEO (i) an annual salary of $ 500,000 , (ii) an annual incentive bonus up to 200 % of his base salary, subject to Board approval, which will be subject to the achievement of Company and/or individual performance goals mutually agreed by the CEO and the Board or the Compensation Committee, and (iii) a cash bonus of $ 5.82 million (the “Retention Bonus”) payable on the earlier of (x) December 31, 2028, (y) the date on which the Company terminates the CEO’s employment without cause, or (z) the date on which a change of control is consummated. The Company accrues the Retention Bonus over the period of service. As of December 31, 2025, the Company accrued approximately $ 831,000 of Retention Bonus and $ 1 million of annual incentive bonus for 2025 in accrued expenses to related party in the accompanying consolidated balance sheet. The Company paid the $ 1 million annual incentive bonus for 2025 to Mr. Seidl in March 2026, pursuant to the Board’s determination and approval. In addition, subject to approval by the Board and the Compensation Committee, Mr. Seidl is also entitled to equity awards under the Company’s equity incentive plan. On September 5, 2025, the Company granted 602,320 RSAs to Mr. Seidl, 50 % of which shall vest on January 1, 2026 and 50 % of which shall vest on January 1, 2027, subject to continued employment or service through such vesting date. Termination Letter On January 29, 2025, Holdco, RET and Christopher Riley entered into a letter agreement whereby Mr. Riley resigned as Co-Chief Executive Officer of the Company and RET effective as of January 30, 2025 (the “Termination Letter”). Mr. Riley remains as a member of the Board. The Company appointed Randall Seidl to serve as Co-Chief Executive Officer effective as of January 2, 2025 as discussed above. Following the resignation of Mr. Riley, Mr. Seidl is the Company’s sole Chief Executive Officer. Pursuant to the Termination Letter, in lieu of all other compensation and payments of any kind due and payable to Mr. Riley, the Company agreed to pay Mr. Riley an aggregate of $ 124,500 , payable in 18 monthly installments beginning in February 2025 in consideration for his past services. As of December 31, 2025, the Company had an aggregate of approximately $ 48,000 remaining outstanding in connection with such agreement that was included in accrued expenses in the accompanying consolidated balance sheet. Additionally, conditioned on approval by the Compensation Committee of the Board, the Termination Letter provides that Mr. Riley will be granted 10,000 shares of Class A Common Stock of the Company vesting one year from the date of grant. As of December 31, 2025, the stock has not been granted. Note 7 — Related Party Transactions Note Payable and Line of Credit from Related Parties On February 2, 2023, RET issued a promissory note (the “Note”) to its former CEO, Mr. You, and Mr. de Masi for $ 200,000 each, or an aggregate amount of $ 600,000 . The Note has an annual interest rate of 5 %. The Note amount owed to RET’s former CEO and Mr. de Masi totaling $ 400,000 remains as outstanding due on demand, and the $ 200,000 Note amount owed to Mr. You was included in the Rollover amount described below. On December 30, 2024, Holdco entered into a loan agreement (the “Loan Agreement”) with RHY Management LLC (“RHY”), an affiliate of Harry You, Holdco’s Chairman, pursuant to which RHY agreed to issue a line of credit (the “LOC”) to Holdco for up to $ 7 million, in addition to the Rollover amount described below (such amounts borrowed under the LOC, together with the Rollover, the “Loan”). The Loan bears interest at the greater of 5 % per annum or the applicable IRS short-term rate in the month of each drawdown (“Interest Rate”), payable quarterly in arrears. If a quarterly payment is missed, the loan balance increases by an amount equal to the principal multiplied by the Default Rate (as defined below). If an event of default has occurred and is continuing, then upon written notice by RHY to Holdco, the outstanding principal balance and any unpaid accrued interest will accrue interest at 2 % above the Interest Rate (the “Default Rate”). F- 19 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 Prior to closing of the Business Combination, the outstanding amount that Coliseum and RET owed to Mr. You and his affiliates was approximately $ 3.1 million. All of these outstanding amounts (the “Rollover”) were assigned to and assumed by Holdco and are treated for all purposes as Loans outstanding under the Loan Agreement. The Rollover amount does not reduce the $ 7 million funding available to the Company under the LOC. As a result, as of December 31, 2024, the Company had approximately $ 3.1 million outstanding under the LOC, comprised solely of the Rollover amount. As of December 31, 2025, the Company had drawn approximately $ 6.0 million under the LOC, in the combined form of cash proceeds and payments made on behalf of the Company, bringing the total outstanding balance under the Loan Agreement to approximately $ 9.1 million (including the $ 3.1 million Rollover). As of December 31, 2025 and 2024, the Company had an outstanding accrued interest balance in connection with both the Note and the LOC of approximately $ 323,000 and $ 38,000 , respectively. Board of Directors Agreement On April 1, 2025, the Board increased the size of the Board from five to seven directors and appointed Mr. Marcus Peperzak and Mr. Robert Reardon to the Board to fill the resulting vacancies. On December 22, 2025, the Board further increased its size from seven to eight directors and appointed Mr. David Sylvester as a Class II director. In connection with their appointments to the Board, Mr. Reardon, Mr. Peperzak and Mr. Sylvester each entered into Director Agreements which are the form of agreement adopted by the Board in April 2025 to govern the terms of service and compensation of the Company’s non-employee directors (the “Director Agreements”). Additionally, effective as of April 4, 2025, the Company entered into Director Agreements with Lyman Dickerson, Alexandra Steele, and Christopher Riley, each non-employee members of the Board. Pursuant to the terms of the Director Agreements, the Company agreed to pay to each Board member (i) subject to approval by the Board and compensation committee of the Board (the “Compensation Committee”), a cash payment of $ 12,500 promptly following attendance at each quarterly Board meeting, for a total annual cash compensation of $ 50,000 ; and (ii) subject to approval by the Board and the Compensation Committee, a grant of restricted stock, with the number of shares and terms to be determined by the Board. The Company recognized an aggregate of $ 225,000 in connection with such agreements during the year ended December 31, 2025 within general and administrative expenses in the accompanying consolidated statements of operations. As of December 31, 2025, there has been no grants of restricted stock to the directors. Note 8 — Warrants As of December 31, 2025 and 2024, the Company has 5,000,000 warrants to purchase Holdco Class A Common Stock (“Warrants”) outstanding, which was the rollover of the 5,000,000 Coliseum Public Warrants upon closing of the Business Combination. The Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Warrants. The Warrants became exercisable on January 31, 2025 and will expire on December 31, 2029 at 5:00 p.m., New York City time, or earlier upon liquidation. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at an initial exercise price of $ 11.50 per share and exercisable on a cashless basis under certain circumstances specified in the warrant agreement. The Warrants are being accounted for as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. Refer to Notes 3 and 9 for additional information on the fair value measurements of these warrants. F- 20 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 9 — Fair Value Measurements Financial liabilities measured at fair value during the periods on a recurring basis consisted of the following as of December 31, 2025 and 2024: December 31, 2025 Fair Value Hierarchy Level 1 Level 2 Level 3 Total Financial liabilities: Warrant liabilities – Public Warrants $ - $ 1,250,000 $ - $ 1,250,000 Shortfall payment liability - - 20,636 20,636 Total financial liabilities $ - $ 1,250,000 $ 20,636 $ 1,270,636 December 31, 2024 Fair Value Hierarchy Level 1 Level 2 Level 3 Total Financial liabilities: Warrant liabilities – Public Warrants $ - $ 350,000 $ - $ 350,000 Shortfall payment liability - - 20,636 20,636 Total financial liabilities $ - $ 350,000 $ 20,636 $ 370,636 The Warrants are listed on the Nasdaq under the ticker “RAINW”. As of December 31, 2025 and 2024, the fair value measurements for the Warrants were classified as Level 2 due to low trading volume. During the years ended December 31, 2025 and 2024, there were no transfers between levels of the fair value hierarchy. Note 10 — Stockholders’ Deficit Shares Authorization The Company is authorized to issue 30,000,000 shares of Holdco Class A Common Stock, par value $ 0.0001 , 1,000,000 shares of Holdco Class B Common Stock, par value $ 0.0001 , and 1,000,000 shares of preferred stock, par value $ 0.0001 . Holdco Class A Common Stock entitles the holders thereof to one vote per share on all matters on which the shares of Holdco Class A Common Stock is entitled to vote, and Holdco Class B Common Stock entitles the holders thereof to fifteen votes per share on all matters on which the shares of Holdco Class B Common Stock are entitled to vote. Additionally, for so long as the RET Founders (Paul T. Dacier, Harry L. You, and Niccolo de Masi, or their affiliates) hold at least 20 % of the number of shares of Holdco Class B Common Stock collectively held by them as of the Closing, the RET Founders have rights that are different from unaffiliated shareholders, including the right to fill vacancies on the Holdco Board and to call special meetings of shareholders. The Holdco A&R Articles permits action by written consent of the shareholders and requires that amendments to the Holdco A&R Articles be approved by a majority of the shares of Holdco Common Stock entitled to vote in lieu of two-thirds of the shares of Holdco Common Stock entitled to vote on the matter after the date on which the issued and outstanding Class B Common Stock represents less than 50 % of the total voting power of the then outstanding shares of capital stock entitled to vote. F- 21 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 The dual class structure will terminate on December 31, 2029, or earlier (i) at the option of the holder at any time, (ii) automatically on the date on which the RET Founders or their Permitted Transferees collectively own twenty percent ( 20 %) or less of the number of shares of Holdco Class B Common Stock collectively held by such persons or their Permitted Transferees immediately after the completion of the Business Combination, (iii) automatically upon the occurrence of a transfer of Holdco Class B Common Stock that is not a Permitted Transfer, and (iv) automatically on the date specified by the affirmative vote of the holders of Holdco Class B Common Stock representing not less than two-thirds (2∕3) of the voting power of the Holdco Class B Common Stock. The Holdco Class A Common Stock and the Holdco Class B Common Stock have identical economic rights, including dividend and liquidation rights. Holdco Incentive Plan Effective December 31, 2024, in connection with the Closing, the Company adopted the 2024 Equity Incentive Plan (the “2024 Incentive Plan”), which authorizes the grant of equity and equity-based incentive awards to officers, employees, non-employee directors and consultants. Holdco initially reserved 747,168 shares of Class A Common Stock for the issuance of awards under the 2024 Incentive Plan. The number of shares reserved for issuance under the 2024 Incentive Plan will increase automatically on January 1 of each of 2025 through 2034 by the number of shares equal to 5.0 % of the total number of outstanding shares (rounded down to the nearest whole share) of Class A Common Stock as of December 31 of the immediately preceding year. Notwithstanding anything to the contrary in the 2024 Incentive Plan, no more than the number of shares of Class A Common Stock initially reserved under the 2024 Incentive Plan may be issued pursuant to the exercise of incentive stock options (“ISOs”) under the 2024 Incentive Plan. Shares of Class A Common Stock underlying awards that are forfeited, canceled, expire unexercised, or are settled in cash will again become available for issuance under the 2024 Incentive Plan. In the event of any change in Holdco’s capitalization, the plan’s Compensation Committee may, in its sole discretion, make equitable adjustments to (i) the number of shares reserved under the plan, (ii) the number of shares subject to outstanding awards, (iii) applicable award limits, and (iv) the exercise price of outstanding options. The 2024 Incentive Plan has a term of 10 years from December 31, 2024, after which no additional awards may be granted. The Board may amend, suspend, or terminate the plan at any time, subject to stockholder approval to the extent required by law or the plan’s provisions. On December 1, 2025, the number of shares reserved for issuance under the 2024 Incentive Plan was automatically increased by 5 % pursuant to the terms of the 2024 Incentive Plan, resulting a total of 1,123,606 shares of Class A Common stock authorized for issuance. As of December 31, 2025, the Company had issued 602,320 RSAs under the 2024 Incentive Plan to Mr. Seidl as described above, leaving 521,286 shares reserved and unissued under the plan. Holdco Preferred Stock As of December 31, 2025 and 2024, there were no preferred shares outstanding, as retroactively restated to reflect the Business Combination. Holdco Class A Common Stock As of December 31, 2025 and 2024, the Company had an aggregate of 8,131,081 and 7,528,761 shares (including 602,320 and 0 restricted stock awards, respectively), of Class A Common Stock issued and outstanding, respectively. F- 22 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 Holdco Class B Common Stock As of December 31, 2025 and 2024, the Company had an aggregate of 57,752 shares of Class B Common Stock issued and outstanding as a result of the conversion of shares in connection with the closing of the Business Combination as discussed in the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2025. Stock Options On August 23, 2024, the Company granted 1,433,892 and 716,946 options, as retroactively restated to reflect the Business Combination, to purchase RET’s Class A common stock to Harry You and Niccolo de Masi, respectively. The options expire ten years from the date of grant, had an exercise price of $ 2.06 and were fully vested upon the grant date. As of December 31, 2025 and 2024, the Company had an aggregate of 2,150,838 options issued and outstanding. The Company recognized approximately $ 2.8 million for stock-based compensation expenses upon issuance of such options in August 2024 within general and administrative expenses in the accompanying consolidated statements of operations during the year ended December 31, 2024. The fair value of the operations was measured on the date of grant using a hybrid method of probability weighted expected return (“PWERM”), where the equity value was allocated in one or more of the scenarios using a Black-Scholes option pricing model. The assumptions used in the Company’s model represent management’s best estimates. These estimates are complex, involve a number of variables, uncertainties and assumptions and the application of management’s judgment, so that they are inherently subjective. If factors change and different assumptions are used, the stock-based compensation expense could be materially different in the future. These assumptions are estimated as follows: ● Estimated value of common stock : The Company allocated equity value in one or more of the scenarios using a Black-Scholes option pricing model to derive the estimated value of common stock ● Risk-free interest rate : The Company used the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term of the options for each option group. ● Expected term : The expected term represents the period that the stock-based awards are expected to be outstanding. Because of the limitations on the sale or transfer or the Company’s common stock as a privately held company as of grant date, the Company does not believe its historical exercise pattern is indicative of the pattern it will experience as a publicly traded company. The Company estimated that the options issued to its holders of Founder Shares will be held for the full ten-year term. ● Volatility: The Company determined the price volatility factor based on the historical volatilities of selected peer group as the Company did not have a sufficient trading history for its common stock. ● Dividend yield: The expected dividend assumption is based on the Company’s current expectations about our anticipated dividend policy. The Company currently does not expect to issue any dividends. The following assumptions were used in determining the fair value of the options granted during the year ended December 31, 2024: Risk free interest rate 4.17 % Expected term (in years) 10 Expected volatility 45.0 % Dividend yield 0.0 % Estimated underlying stock price $ 2,897.12 Fair value of options (per share) $ 1,851.67 F- 23 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 Restricted Stock Awards (RSAs) RSAs are awards of common stock that are legally issued and outstanding. RSAs are subject to time-based restrictions on transfer and unvested portions are generally subject to a risk of forfeiture if the award recipient ceases providing services to the Company prior to the lapse of the restrictions or does not meet certain performance conditions. The following summarizes the Company’s restricted stock award activity and the RSAs outstanding: Weighted Average Weighted Average Remaining Shares Grant Date Fair Value Contractual Life (in years) Unvested at December 31, 2024 - $ - Granted 602,320 4.40 Forfeited - - Vested - - Unvested at December 31, 2025 602,320 4.40 0.50 The aggregate fair value was calculated based on the closing market price of the Company’s common stock on the date of grant and is recognized ratable over the vesting period. The Company recognized approximately $ 1.6 million of stock compensation expense within the general and administrative expenses in the accompanying consolidated statements of operations for the year ended December 31, 2025. As of December 31, 2025, total unrecognized compensation cost related to RSAs was approximately $ 1.0 million, which is expected to be recognized over a remaining weighted-average vesting period of 0.5 years. Note 11 — Income Taxes The Company’s income tax provision consists of the following: December 31, 2025 2024 Current Federal $ - $ - State 912 - Deferred Federal ( 1,388,185 ) ( 667,496 ) State ( 417,778 ) - Valuation allowance 1,805,963 667,496 Tax expense provision $ 912 $ - F- 24 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 The Company’s net deferred tax assets are as follows: December 31, 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 1,645,363 $ 114,223 Stock-based compensation 1,029,882 583,238 Start-up/Organization costs 116,399 124,713 Others 111,645 1,703 Total deferred tax assets 2,903,289 823,877 Valuation allowance ( 2,903,289 ) ( 823,877 ) Deferred tax asset, net of allowance $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance as of December 31, 2025 and 2024. The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to income from continuing operations before income taxes as follows for the year ended December 31: 2025 U.S. federal statutory tax rate $ ( 1,909,184 ) 21.00 % State income taxes, net of federal benefit $ 912 ( 0.01 )% Foreign income taxes $ - 0.00 % Effects of cross-border tax laws $ - 0.00 % Tax credits $ - 0.00 % Change in valuation allowance $ 1,598,377 ( 17.58 )% Nontaxable or nondeductible items Executive Compensation $ 120,792 ( 1.33 )% Change in value of warrant liability $ 189,000 ( 2.08 )% Meals and Entertainment $ 1,015 ( 0.01 )% Total income tax provision (benefit) $ 912 ( 0.01 )% The Company adopted ASU 2023-09, Improvements to Income Tax Disclosures, effective January 1, 2025 on a prospective basis. Accordingly, prior period disclosures have not been adjusted. 2024 Statutory federal income tax rate 21.0 % State income tax rate 6.3 % Meals and entertainment 0.0 % M&A/ Deal costs - 6.0 % Stock based compensation expense - 0.3 % Change in valuation allowance - 21.0 % Income tax expense 0.0 % F- 25 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 The Company’s income tax expense was related to taxes incurred in Massachusetts. The Company did not pay any other income taxes, net of refunds, during the year ended December 31, 2025. There were no unrecognized tax benefits or accruals for interest and penalties as of December 31, 2025 and 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Legislative and Regulatory Considerations In 2025, the U.S. government enacted federal tax legislation that modifies certain provisions of the Internal Revenue Code, including changes to the limitation on the deductibility of business interest expense under Section 163(j), the capitalization and amortization of research and experimental expenditures under Section 174, bonus depreciation rules, and certain loss and credit utilization provisions. The Company evaluated the impact of the legislation in accordance with ASC 740, Income Taxes. The effects of changes in tax law are recognized in the period of enactment. Based on the Company’s analysis, the enactment of this legislation did not result in a material change to the Company’s deferred tax assets or liabilities as of December 31, 2025 and did not materially impact the Company’s effective tax rate for the year then ended. Note 12 — Segment Information ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company operates and manages the business as one reportable and operating segment, which is the business of developing, manufacturing and commercializing ionization AEI technology. The Company’s Chief Executive Officer has been identified as the chief operating decision maker (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include the following: For the years ended December 31, 2025 2024 Installation costs $ 402,422 $ - General and administrative and state tax expenses 6,014,628 4,491,931 Research and development expenses 62,011 - Other significant non-cash items: Stock based compensation expense 1,634,864 - Depreciation expense 6,901 - Amortization expense 11,675 11,675 Loss from operations ( 8,132,501 ) ( 4,503,606 ) Total other income (expenses) ( 958,853 ) ( 30,155 ) Net loss $ ( 9,091,354 ) $ ( 4,533,761 ) F- 26 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 As the Company has not earned any revenue, the key measures of segment profit or loss reviewed by the Company’s CODM are general and administrative expenses, installation and research and development expenses to monitor, manage and forecast cash to ensure enough capital is available for working capital needs. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Note 13 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through April 15, 2026, the date at which the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that required adjustment or disclosure in the consolidated financial statements, except as noted in Note 1 and below. In January 2026, the Company entered into a service agreement with the Utah Division of Water Resources to support the installation of a generator to facilitate radiometer data ingestion associated with the Company’s rainfall monitoring infrastructure. The agreement provides for payment of $ 10,500 to the Company in connection with the installation. The Company completed the installation and fully received the payment in February 2026. On January 1, 2026, the number of shares reserved for issuance under the 2024 Incentive Plan was automatically increased by 5 % pursuant to the terms of the 2024 Incentive Plan, resulting a total of 1,530,160 shares of Class A Common stock authorized for issuance under the 2024 Incentive Plan, of which 602,320 shares have been issued and are outstanding. On March 19, 2026, the agreement with Scott Morris, our senior technology advisor, was amended to add three additional milestones, each of which would entitle him to a $ 25,000 cash bonus. On March 24, 2026, the Audit Committee and the Board approved an increase in the amount that could be borrowed under the Loan Agreement from $ 7,000,000 to $ 10,000,000 . The Company and RHY entered into an amendment to the Loan Agreement reflecting such increase, effective as of March 31, 2026. Subsequent to December 31, 2025, the Company borrowed an additional amount of approximately $ 2.7 million, which increased the total outstanding amount under the LOC to approximately $ 11.8 million (including approximately $ 3.1 million in Rollover amount). The Company entered into a lease agreement, effective April 1, 2026, to lease a 4,050 square foot warehouse in Brighton, Colorado (“Warehouse Lease”), which serves as a storage building for the Company’s equipment. The lease has an initial term of three years and includes one option to extend the term an additional three years at market prices. Under the Warehouse Lease, the Company is required to make a security deposit of $ 5,433 and pay a monthly base rate of $ 3,375 the first year, $ 3,476 the second year, and $ 3,581 the third year. F- 27 SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. Dated: April 15, 2026 By: /s/ Oanh Truong Name: Oanh Truong Title: Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints each of each of Randall Seidl, Oanh Truong, and Harry You, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities on the dates indicated. Signature Title Date /s/ Randall Seidl Chief Executive Officer and Director April 15, 2026 Randall Seidl (Principal Executive Officer) /s/ Oanh Truong Interim Chief Financial Officer April 15, 2026 Oanh Truong (Principal Financial Officer and Principal Accounting Officer) /s/ Harry You Chairman and Director April 15, 2026 Harry You /s/ Lyman Dickerson Director April 15, 2026 Lyman Dickerson /s/ Alexandra Steele Director April 15, 2026 Alexandra Steele /s/ Christopher Riley Director April 15, 2026 Christopher Riley /s/ Marcus Peperzak Director April 15, 2026 Marcus Peperzak /s/ Bob Reardon Director April 15, 2026 Bob Reardon /s/ David Sylvester Director April 15, 2026 David Sylvester 75