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

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 theCompany upon the exercise of 5,000,000 public warrants of the Company, with an exercise 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 to 5,914,057 shares of Class A CommonStock. Such shares include: (i) 2,125,540 shares of Class A Common Stock issued to the former shareholders of Rain EnhancementTechnologies, Inc., a Massachusetts corporation (“RWT”), upon the closing of the business combination (the “Business Combination”)among the Company, RWT, Coliseum Acquisition Corp., a Cayman Islands exempted company (“Coliseum”), Rainwater Merger Sub1, Inc., a Cayman Islands 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 the BusinessCombination Agreement between the Company, RWT, Coliseum, Merger Sub 1, and Merger Sub 2, dated as of June 25, 2024 (asamended on August 22, 2024, the “Business Combination Agreement”), and such shares of RWT Class A common stock wereoriginally purchased at an effective purchase price of approximately $2.06 per share; (ii) 57,752 shares of Class A Common Stockissuable upon the conversion of 57,752 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)of the Company, issued to the former RWT shareholders upon the closing of the Business Combination as consideration for theirshares of Class B common 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 the exercise of vestedoptions to purchase Class A Common Stock (“Options”) at an exercise price of $2.06 per share, which were issued upon theconversion of RWT’s outstanding options pursuant to the Business Combination Agreement, (iv) 650,120 shares of Class A CommonStock issued to Harry You and his affiliates upon the closing of the Business Combination as consideration for former founder sharesof Coliseum pursuant to the terms of the Business Combination Agreement, which were purchased by Mr. You from ColiseumAcquisition Sponsor LLC (the “Previous Sponsor”) in June 2023 for an aggregate purchase price of $1.00 plus the obligation to fundcertain contributions to Coliseum’s trust account (Mr. You funded an aggregate of $650,000 of such contributions); (v) 806,250 sharesof Class A Common Stock issued at the closing of the Business Combination upon the exchange of private placement warrants ofColiseum pursuant to the Warrant Exchange Agreement dated December 17, 2024, between Coliseum, the Company, and the holdersof such Coliseum private placement warrants (the “Warrant Exchange Agreement”), and such Coliseum private placement warrantswere initially purchased at a price of $1.50 per warrant; (vi) 118,557 shares of Class A Common Stock issued to investors (the “PIPEInvestors”) pursuant to the terms of the Subscription Agreements between the PIPE Investors and the Company (the “PIPESubscription Agreements”), at a price of approximately $11.39 per share (the “PIPE Investment”); and (vii) 5,000 shares of Class ACommon 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 any Warrants or fromthe resale of any shares of Class A Common Stock by the selling shareholders pursuant to this prospectus. Each Warrant entitles theholder thereof to purchase one share of Class A Common Stock at an initial exercise price of $11.50 per share. If each outstandingWarrant is exercised for cash, we will receive aggregate cash proceeds of $57.5 million. The Warrants are exercisable on a cashlessbasis under certain circumstances specified in the Warrant Agreement. To the extent that any Warrants are exercised on a cashlessbasis, the aggregate amount of cash we would receive from the exercise of the Warrants will decrease. We believe the likelihood thatthe holders will exercise their Warrants is dependent upon the trading price of our Class A Common Stock. If the trading price of ourClass A Common Stock is less than the exercise price of the Warrants, we believe the holders are unlikely to exercise their Warrants.Conversely, the holders are more likely to exercise their Warra