雨增强技术控股有限公司-美国股票招股说明书(2025-12-29版)

PROSPECTUS SUPPLEMENT No. 7(to the prospectus dated April 25, 2025) 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. 7 (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 (including This Supplement is being filed to update and supplement the information previously included in the Prospectus with the informationcontained in the Company’s Current Report on Form 8-K filed with the SEC on December 29, 2025 (the “Form 8-K”). Accordingly,we have attached the Form 8-K to this Supplement. You should read this Supplement in conjunction with the Prospectus. ThisSupplement is not complete without, and may not be delivered or used except in conjunction with, the Prospectus, including anyamendments or supplements thereto. This Supplement is qualified by reference to the Prospectus, except to the extent that the 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 December 29, 2025, the closing price of our Class A Common Stock was $7.94 per share and We are an “emerging growth company” as defined under the federal securities laws, and, as such, may elect to comply with certain 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, BEFORE 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 December 29, 2025. ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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.☐ Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; CompensatoryArrangements of Certain Officers. On December 22, 2025, the board of directors (“Board”) of Rain Enhancement Technologies Holdco, Inc. (the “Company”) increasedthe size of the Board from seven to eight directors. Also on December 22, 2025, pursuant to the terms of the Company’s Amended andRestated Articles of Organization and the Company’s Bylaws, the holders of the Company’s Class B common stock, par value $0.0001 Mr. Sylvester was appointed to serve as a Class II director with a term expiring at the Company’s 2027 annual meeting ofstockholders. Mr. Sylvester will serve on the Audit Committee of the Board. The Board has determined that Mr. Sylvester is an In connection with his appointment to the Board, Mr. Sylvester entered into a Director Agreement consistent with the Company’s formof Director Agreement that is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities andExchange Commission on April 7, 2025. The grant of restricted stock to Mr. Sylvester pursuant to the Director Agreement wasdeferred by the Board. Additionally, in connection with his appointment to the Board, Mr. Sylvester entered into an Indemnity There are no arrangements or understandings between Mr. Sylvester and any other persons pursuant to which Mr. Sylvester wasselected as a director of the Company. There are no family relationships between Mr. Sylvester and any of the Company’s otherdirectors or executive officers and Mr. Sylvester does not have any direct or indirect material interest in any transaction required to be Item 5.07 Submission of Matters to a Vote of Security Holders. The information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07 to the extentrequired. Pursuant to the Company’s Amended and Restated Articles of Organization and the Company’s Bylaws, until the VotingThreshold Date (as defined in the Company’s A