IPO - Rain Enhancement Technologies Holdco, Inc.

Form Type: S-1/A

Filing Date: 2025-02-11

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025012215

Filing Summary: This document is Amendment No. 1 to Form S-1 Registration Statement for Rain Enhancement Technologies Holdco, Inc., filed with the SEC on February 11, 2025. It includes information regarding the registration of Class A Common Stock under the Securities Act of 1933. The document mentions the details of a proposed public sale of securities, noting that any offerings could occur on a delayed basis according to SEC Rule 415. The company is categorized as both a smaller reporting company and an emerging growth company, indicating a lighter regulatory burden to encourage growth. It contains details about expenses related to the securities issuance, the indemnification of directors and officers, and specifics of recent unregistered securities sales, particularly in connection with a Business Combination wherein RET shareholders received shares as they transitioned post-closure. Their filing remains current with regards to effective registration, stressing their compliance with necessary legal standards. The amendment alters the cover page and includes updated signature pages without changing the core prospectus or any previously filed sections. Additionally, this filing is noted as a post-effective amendment to prior registrations establishing ongoing compliance with regulatory requirements. The document articulates engagement with legal representation for ongoing regulatory guidance.

Document Link: View Document

Form Type: CORRESP

Filing Date: 2025-02-07

Corporate Action: Ipo

Type: New

Accession Number: 000121390025011302

Filing Summary: Rain Enhancement Technologies Holdco, Inc. has submitted a request for the effective date of its Registration Statement on Form S-1 (File No. 333-284614) to be accelerated to February 11, 2025, at 4:00 p.m. Eastern Time or as soon as practicable thereafter. This acceleration request is in accordance with Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933. The communication is signed by Randall Seidl, the Chief Executive Officer of the company.

Document Link: View Document

Form Type: S-1

Filing Date: 2025-01-31

Corporate Action: Ipo

Type: New

Accession Number: 000121390025008536

Filing Summary: Rain Enhancement Technologies Holdco, Inc. has filed a registration statement on Form S-1 with the SEC to register shares of Class A Common Stock, comprising 5,000,000 shares underlying public warrants and 5,914,056 shares for resale by selling shareholders. The proposed sale to the public will commence as soon as practicable following the effective date of the registration. The Company is structured as a smaller reporting company and an emerging growth company. The filing also includes information about a completed business combination with Coliseum Acquisition Corp and Rain Enhancement Technologies, Inc., effective December 31, 2024, involving the merger of Coliseum with two subsidiaries. As a result of these mergers, the Company has been granted significant equity interests and has a defined capital structure that includes newly issued shares and a large number of outstanding warrants. The company aims to register these securities as part of its efforts to facilitate trading in its Class A Common Stock and expand its equity capital base. Furthermore, the risks of stock volatility and potential redemption rights associated with previous shareholders are noted, emphasizing the expected impact on market dynamics following the registration of shares for resale.

Document Link: View Document

Form Type: 8-A12B

Filing Date: 2024-12-30

Corporate Action: Ipo

Type: New

Accession Number: 000110465924132535

Filing Summary: Rain Enhancement Technologies Holdco, Inc. has filed Form 8-A12B for the registration of certain classes of securities pursuant to the Securities Exchange Act of 1934. The company, incorporated in Massachusetts, is looking to register Class A Common Stock with a par value of $0.0001 per share, along with redeemable warrants that permit the holder to buy one share of Class A Common Stock at an exercise price of $11.50. The registration is effective under Section 12(b) of the Exchange Act, with both securities to be listed on The Nasdaq Stock Market LLC. The form indicates that the securities are registered in conjunction with a previously filed registration statement on Form S-4 (File No. 333-283425) and incorporates the final proxy statement/prospectus dated December 10, 2024, detailing the securities. No exhibits are required as no other securities of the registrant are currently registered on Nasdaq, confirming this is a new venture for the company.

Document Link: View Document