Rain Enhancement Technologies Holdco Inc-A美股招股说明书(2025-04-25版)

PROSPECTUS Rain Enhancement Technologies Holdco, Inc. 5,000,000 Shares of Class A Common Stock Underlying Warrants(For Issuance) 5,914,057 Shares of Class A Common Stock(For Resale) This prospectus relates to the issuance by Rain Enhancement Technologies Holdco, Inc. (“we”, “us”, “our”,“Holdco” and the “Company”) of 5,000,000 shares of Class A common stock, par value $0.0001 per share (the“Class A Common Stock”) of the Company upon the exercise of 5,000,000 public warrants of the Company, with anexercise price of $11.50 per share (the “Warrants”). This prospectus also relates to the resale from time to time by the selling shareholders (including their transferees,donees, pledgees, and other successors-in-interest) named in this prospectus (the “selling shareholders”) of up to5,914,057 shares of Class A Common Stock. Such shares include: (i) 2,125,540 shares of Class A Common Stockissued to the former shareholders of Rain Enhancement Technologies, Inc., a Massachusetts corporation (“RWT”),upon the closing of the business combination (the “Business Combination”) among the Company, RWT, ColiseumAcquisition Corp., a Cayman Islands exempted company (“Coliseum”), Rainwater Merger Sub 1, Inc., a CaymanIslands exempted company (“Merger Sub 1”), and Rainwater Merger Sub 2A, Inc., a Massachusetts corporation(“Merger Sub 2”), as consideration for their shares of Class A common stock of RWT pursuant to the terms of theBusiness Combination Agreement between the Company, RWT, Coliseum, Merger Sub 1, and Merger Sub 2, datedas of June 25, 2024 (as amended on August 22, 2024, the “Business Combination Agreement”), and such shares ofRWT Class A common stock were originally purchased at an effective purchase price of approximately $2.06 pershare; (ii) 57,752 shares of Class A Common Stock issuable upon the conversion of 57,752 shares of Class Bcommon stock, par value $0.0001 per share (the “Class B Common Stock”) of the Company, issued to the formerRWT shareholders upon the closing of the Business Combination as consideration for their shares of Class Bcommon stock of RWT, and such shares of RWT Class B common stock were originally purchased at an effectivepurchase price of approximately $2.16 per share; (iii) 2,150,838 shares of Class A Common Stock issuable upon theexercise of vested options to purchase Class A Common Stock (“Options”) at an exercise price of $2.06 per share,which were issued upon the conversion of RWT’s outstanding options pursuant to the Business CombinationAgreement, (iv) 650,120 shares of Class A Common Stock issued to Harry You and his affiliates upon the closing ofthe Business Combination as consideration for former founder shares of Coliseum pursuant to the terms of theBusiness Combination Agreement, which were purchased by Mr. You from Coliseum Acquisition Sponsor LLC (the“Previous Sponsor”) in June 2023 for an aggregate purchase price of $1.00 plus the obligation to fund certaincontributions to Coliseum’s trust account (Mr. You funded an aggregate of $650,000 of such contributions); (v)806,250 shares of Class A Common Stock issued at the closing of the Business Combination upon the exchange ofprivate placement warrants of Coliseum pursuant to the Warrant Exchange Agreement dated December 17, 2024,between Coliseum, the Company, and the holders of such Coliseum private placement warrants (the “WarrantExchange Agreement”), and such Coliseum private placement warrants were initially purchased at a price of $1.50per warrant; (vi) 118,557 shares of Class A Common Stock issued to investors (the “PIPE Investors”) pursuant tothe terms of the Subscription Agreements between the PIPE Investors and the Company (the “PIPE SubscriptionAgreements”), at a price of approximately $11.39 per share (the “PIPE Investment”); and (vii) 5,000 shares of ClassA Common Stock issued to a vendor as consideration for services rendered. We will receive the proceeds from any exercise of the Warrants for cash, but not from the net share exercise of anyWarrants or from the resale of any shares of Class A Common Stock by the selling shareholders pursuant to thisprospectus. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at an initialexercise price of $11.50 per share. If each outstanding Warrant is exercised for cash, we will receive aggregate cashproceeds of $57.5 million. The Warrants are exercisable on a cashless basis under certain circumstances specified inthe Warrant Agreement. To the extent that any Warrants are exercised on a cashless basis, the aggregate amount ofcash we would receive from the exercise of the Warrants will decrease. We believe the likelihood that the holders will exercise their Warrants is dependent upon the trading price of our Class A Common Stock. If the trading priceof our Class A Common Stock is less than the exercise price of the Warrants, we believe the holders are unlikely toexercise their Warrants. Conversely, the holders are more likely to exercise the