雨增强技术控股有限公司-a 2025年季度报告

For the three months endedMarch 31,2025Cash Flows from Operating Activities: Change in fair value of warrant liability90,000Changes in operating assets and liabilities:Prepaid expenses(320,063)Accounts payable229,566(108,648) -Net cash (used in) provided by operating activities(1,007,027) Capital expenditures for equipmentNet cash used in investing activities Cash Flows from Financing Activities: Proceeds from draw down under line of credit736,935Receipt of subscription receivable650,000Net cash provided by financing activities1,386,935 Cash - beginning of the year32,604Cash - end of the year$273,125$The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. Note1 — Description of Organization and Business OperationsDescription of Business software monitoring technology, machine learning, rain gauges, and weather stations.Business Combination Agreement OnDecember 31,2024(the“Closing Date”),Holdco,Coliseum Acquisition Corp,a Cayman Islands exempted company(“Coliseum”), Rain Enhancement Technologies, Inc., a Massachusetts corporation (“RWT”), Rainwater Merger Sub 1, Inc., a CaymanIslands exempted company and wholly-owned subsidiary of Holdco (“Merger Sub 1”), and Rainwater Merger Sub 2A, Inc., aMassachusetts corporation and wholly-owned subsidiary of Coliseum (“Merger Sub 2”) consummated the previously announced 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 MergerSub 1 as the surviving company of such merger (the “SPAC Merger”) and (ii) following the SPAC Merger and as a part of the sameoverall transaction, Merger Sub 2 merged with and into RWT, with RWT as the surviving entity of such merger (the “CompanyMerger” and, together with the SPAC Merger, the “Mergers”), and, after giving effect to such Mergers, each of Merger Sub 1 andRWT became a wholly owned subsidiary of Holdco (the time that the SPAC Merger became effective being referred to as the “SPACMerger Effective Time,” the time that the Company Merger became effective being referred to as the “Company Merger EffectiveTime,” and the time after which both Mergers became effective being referred to as the “Closing”). Following the Closing, Holdco Coliseum was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the BusinessCombination was treated as the equivalent of RWT 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 3,Business Combination, for additional details. Nasdaq Compliance Notices On February 18, 2025, the Company received written notice (the “MVLS Notice”) from Nasdaq which notified the Company that, forthe30consecutive business days ended February 14, 2025, the Company’s market value of listed securities (“MVLS”) closed below (A) (the “MVLS Rule”).In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180 calendar days, or until August 18, 2025 (the “MVLSCompliance Period”), to regain compliance with the MVLS Rule. The MVLS Notice notes that, to regain compliance, the Company’sMVLS must close at or above $50,000,000for a minimum oftenconsecutive businessdaysduring the MVLS Compliance Period. TheMVLS Notice further notes that if the Company is unable to satisfy the MVLS requirement prior to such date, the Company may beeligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that the Company then satisfies the requirements $15,000,000MVPHS threshold required for continued listing on Nasdaq under Nasdaq Listing Rule 5450(b)(2)C) (the “MVPHS Compliance Period”), to regain compliance with the MVPHS Rule. The MVPHS Notice notes that, to regain compliance, theCompany’s MVPHS must close at or above $15,000,000for a minimum of ten consecutive business days during the MVPHSCompliance Period. The MVPHS Notice further notes that if the Company is unable to satisfy the MVPHS requirement prior to suchdate, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that the Company The MVLS Notice and MVPHS Notice are notifications of deficiency, not of imminent delisting, and have no immediate effect on thelisting of the Company’s securities. The Class A Common Stock and Warrants continue to trade on Nasdaq under the symbols “RAIN”and “RAINW”, respectively.The Company intends to actively monitor the MVLS and MVPHS between now and August 18, 2025, and may, if appropriate,evaluate available options to resolve the deficiencies and regain compliance with the MVLS Rule and MVPHS Rule.