Rain Enhancement Technology Holding Limited - A 2025 Quarterly Report

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting Large accelerated filerNon-accelerated filerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of May 15, 2025, there were7,528,761shares of the registrant’s Class A common stock, par value $0.0001 per share, and57,752shares of the registrant’s Class B common stock, par value $0.0001 per share, outstanding. Table of Contents PARTI.FINANCIAL INFORMATION Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and20244Notes to Unaudited Condensed Consolidated Financial Statements5 PART I. FINANCIAL INFORMATION Liabilities and Stockholders' Deficit: Commitments and Contingencies Stockholders' Deficit: Preferred stock, $0.0001par value;1,000,000shares authorized, respectively;noshares issued andoutstanding as of March 31, 2025 and December 31, 2024, respectively--Class A common stock, $0.0001par value;30,000,000shares authorized;7,528,761shares issued andoutstanding as of March 31, 2025 and December 31, 2024753753 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note1 — Description of Organization and Business Operations Description of Business Rain Enhancement Technologies Holdco, Inc. (the “Company” or “Holdco”)was formed in Massachusetts to combine uniqueexpertise, personnel, and weather data to develop, improve and commercialize ionization rainfall generation technology. The Companyplans to develop improvements on existing rainfall generation technologies by introducing robust measurement tools, including 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 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 “SPAC The Business Combination was treated as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting,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 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. Recent Developments 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 belowthe $50,000,000MVLS threshold required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2) In accordance with Nasdaq Listi