雨量增强技术控股有限公司-美国股票招股说明书(2025-11-13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 supplement No. 5 (this “Supplement”) supplements, updates and amends the information contained in the prospectusdated April 25, 2025 (the “Prospectus”) relating to the issuance of shares of Class A common stock, par value $0.0001 per share (the“Class A Common Stock”), of Rain Enhancement Technologies Holdco, Inc. (the “Company”) upon the exercise of warrants of theCompany (“Warrants”) and the resale from time to time of shares of Class A Common Stock by the selling shareholders (includingtheir transferees, donees, pledgees and other successors-in-interest) named in the Prospectus. This Supplement updates andsupplements the Prospectus. This Supplement is being filed to update and supplement the information previously included in the Prospectus with the informationcontained in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025 (the “Form 10-Q”).Accordingly, we have attached the Form 10-Q to this Supplement. You should read this Supplement in conjunction with theProspectus. This Supplement is not complete without, and may not be delivered or used except in conjunction with, the Prospectus,including any amendments or supplements thereto. This Supplement is qualified by reference to the Prospectus, except to the extentthat the information provided by this Supplement supersedes information contained in the Prospectus. Capitalized terms used in thisSupplement have the meanings given to them in the Prospectus. Our shares of Class A Common Stock and Warrants are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols“RAIN” and “RAINW,” respectively. On November 12, 2025, the closing price of our Class A Common Stock was $5.25 per shareand the closing price for our Warrants was $0.23 per Warrant. We are an “emerging growth company” as defined under the federal securities laws, and, as such, may elect to comply with certainreduced public company reporting requirements for this and future filings. INVESTING IN OUR SECURITIES INVOLVES RISKS. YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORSSET FORTH UNDER THE SECTION ENTITLED “RISK FACTORS” ON PAGE 12 OF THE PROSPECTUS, BEFOREMAKING ANY DECISION WHETHER TO INVEST IN OUR SECURITIES. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this Supplement or the accompanying Prospectus. Any representation tothe contrary is a criminal offense. The date of this prospectus supplement is November 13, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR For the transition period fromto Commission file number 001-42460 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None 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),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ 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 theregistrant was required to submit such files). Yes☒No☐ 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 reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 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 November 13, 2025, there were 8,131,081 shares of the registrant’s Class A common stock, par value $0.0001 per share(including 602,320 restricted stock awards), and 57,752 shares of the registrant’s Class B common stock, par value $0.0001 per share,outstanding. RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. Table of Contents Page No.PARTI.FINANCIAL INFORMATIONItem1.Unaudited Condensed Consolidated Financial Statements1Condensed Consolidated Balance