{"url_path":"/sec/rain/8-k/2026-06-30/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ** **Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/2028293/0001213900-26-073834-index.html","accession_number":"0001213900-26-073834","cik":"0002028293","ticker":"RAIN","issuer_name":"Rain Enhancement Technologies Holdco, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2028293/0001213900-26-073834-index.html","primary_entity_key":"0002028293","primary_entity_name":"Rain Enhancement Technologies Holdco, Inc."},"word_count":1071,"has_tables":true,"body_markdown":"**Item 1.01** **Entry into a Material Definitive Agreement.**\n\n \n\nOn June 30, 2026, Rain Enhancement Technologies Holdco, Inc. (the “Company”)\nentered into a Sales Agreement (the “Sales Agreement”) with Needham & Company, LLC, as sales agent (the “Sales Agent”),\npursuant to which the Company may offer and sell from time to time, at its option through the Sales Agent, shares of the Company’s\nClass A common stock, $0.0001 par value per share (“common stock”), having an aggregate offering price of up to $3,513,524.\nThe issuance and sale, if any, of shares of common stock under the Sales Agreement will be made pursuant to the Company’s registration\nstatement on Form S-3, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 30, 2026 (the “Registration\nStatement”), including a base prospectus contained therein and a related prospectus supplement specific to the sale.\n\n \n\nNo shares of common stock will be offered, issued or sold under the\nSales Agreement until the specific number of shares (up to the maximum aggregate offering price set forth above) and pricing parameters\ntherefor have been authorized by the Board of Directors or a duly authorized committee, as they may determine from time to time. Such\nsales, if any, may be made by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities\nAct of 1933, as amended (the “Securities Act”), including sales made directly on The Nasdaq Capital Market or any other trading\nmarket for the Company’s common stock. Under the terms of the Sales Agreement, the Company will set the parameters for the sale\nof shares, including the number of shares to be issued, the time period during which sales are requested to be made, any limitation on\nthe number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Based upon the Company’s\ninstructions and subject to the terms and conditions of the Sales Agreement, the Sales Agent will use its commercially reasonable efforts\nto sell the shares of common stock. The Company is not obligated to sell any shares of common stock under the Sales Agreement. The Company\nor the Sales Agent may at any time suspend or terminate the offering of the common stock upon notice to the other party and subject to\nother conditions. The issuance and sale, if any, of shares of common stock by the Company under the Sales Agreement is subject to SEC\ndeclaring the Registration Statement effective, and the Company makes no assurances as to the effectiveness or continued effectiveness\nof the Registration Statement.\n\n \n\nThe Company intends to use\nthe net proceeds from sales of common stock, if any, under the Sales Agreement primarily for working capital, capital expenditures and\nother general corporate purposes.\n\n \n\nThe\ncompensation payable to the Sales Agent as sales agent shall be up to 3.0% of the gross sales price of the shares of common stock sold\nthrough the sales agent pursuant to the Sales Agreement. In addition, the Company will reimburse the Sales Agent for certain expenses\nincurred in connection with the Sales Agreement, and the Company has agreed in the Sales Agreement to provide indemnification and contribution\nto the Sales Agent against certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934,\nas amended. The Company also made certain customary representations, warranties and covenants concerning the Company and the shares of\ncommon stock in the Sales Agreement.\n\n \n\nThe\nSales Agreement is attached to this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference. The foregoing\ndescription of the material terms of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference\nto the exhibit attached hereto.\n\n \n\nThe\nrepresentations, warranties and covenants contained in the Sales Agreement were made solely for the benefit of the parties to the Sales\nAgreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Sales Agreement is incorporated\nherein by reference only to provide investors with information regarding the terms of the Sales Agreement and not to provide investors\nwith any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the\nCompany’s periodic reports and other filings with the SEC.\n\n \n\nThis\nCurrent Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the shares of common stock discussed\nherein, nor shall there be any offer, solicitation, or sale of the shares of common stock in any state or other jurisdiction in which\nsuch offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state\nor other jurisdiction.\n\n  \n\n**Forward Looking Statements**\n\n \n\nCertain information contained\nin this Current Report on Form 8-K consists of forward-looking statements that involve risks, uncertainties and assumptions that are difficult\nto predict. Words such as “must,” “will,” “may,” “intends,” and similar expressions, or\nthe use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking.\nSuch forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained\nin such statements. For example, there can be no assurance that the Company will sell any shares of common stock under the Sales Agreement,\nthat any such sales will be made at anticipated prices, that the Registration Statement will be declared or will remain effective, or\nthat the net proceeds from any such sales, if any, will be used as currently anticipated. Additional factors that could cause actual results\nto differ from the forward-looking statements herein include potential adverse effects on the Company's business related to the disclosures\nmade in this Current Report on Form 8-K, or the initiation of new legal proceedings, volatility of the Company's stock price, and the\nother risk factors discussed under the caption “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended\nDecember 31, 2025 and the Company's other filings with the SEC. The forward-looking statements contained in this Current Report on Form\n8-K speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements\nto reflect changes in information, events or circumstances after the date of this report, unless required by law.\n\n \n\n1"}