Rain Enhancement Technologies Holdco Inc-A美股招股说明书(2026-07-16版)

Up to $3,513,524Class A Common Stock We entered into a sales agreement dated June 30, 2026 (the “Sales Agreement”) with Needham & Company, LLC (the “SalesAgent”), relating to the issuance and sale of shares of our Class A common stock, $0.0001 par value per share (“common stock”),offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, underthis prospectus supplement, we may offer and sell shares of our common stock having an aggregate offering price of up to $3,513,524from time to time through the Sales Agent, acting as our sales agent. Our common stock is listed on The Nasdaq Capital Market under the symbol “RAIN.” On June 26, 2026, we had 10,283,984shares of common stock outstanding (of which 4,284,786 shares were held by non-affiliates) and the last reported sale price of ourcommon stock on The Nasdaq Capital Market was $1.93 per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made by anymethod permitted that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of1933, as amended (the “Securities Act”), including, without limitation, sales made directly on the Nasdaq Capital Market, on any otherexisting trading market for our common stock or to or through a market maker or through an electronic communications network. TheSales Agent is not required to sell any specific number or dollar amount of shares of common stock but will act as a sales agent usingcommercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between the SalesAgent and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to the Sales Agent for sales of common stock sold pursuant to the Sales Agreement will be an amountequal to up to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. In connection with the saleof the common stock on our behalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Actand the compensation of the Sales Agent will be deemed to be underwriting commissions or discounts. We have also agreed in theSales Agreement to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilitiesunder the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See “Plan of Distribution”beginning on page S-10 regarding the compensation to be paid to the Sales Agent. In addition to our Class A common stock, we have outstanding Class B common stock, par value $0.0001 per share. OurClass B common stock is not publicly traded and is owned entirely by our founders, Paul Dacier, Harry You, and Niccolo de Masi, ortheir affiliates. Our Class B common stock has economic rights (including dividend and liquidation rights) identical to those of theClass A common stock but the holders thereof are entitled to fifteen votes per share on all matters on which the shares of Class Bcommon stock are entitled to vote, which voting structure will terminate on December 31, 2029, or earlier in certain circumstances,including if the initial holders thereof collectively cease to beneficially own at least twenty percent (20%) of the number of shares ofcommon stock held by them on December 31, 2024, as more fully set forth in the Company’s Amended and Restated Articles ofOrganization, as amended The aggregate market value of our outstanding voting common equity (i.e., our Class A and Class B common stock) held bynon-affiliates is $10,540,573.56, calculated pursuant to General Instruction I.B.6 of Form S-3 based on 4,284,786 shares of commonstock held by non-affiliates and a last sale price of $2.46 per share of our Class A common stock on May 27, 2026, which is the highestclosing sale price of our Class A common stock on the Nasdaq Capital Market within 60 days prior to the date hereof. Pursuant toGeneral Instruction I.B.6 of Form S-3, in no event will we sell securities registered on this registration statement, of which anyprospectus supplement forms a part, in a public primary offering with a value exceeding more than one-third of our public float in any12-month period so long as our public float remains below $75.0 million. As of the date hereof, excluding the securities offeredhereby, none of our securities have been sold pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior toand including the date of this prospectus. As a result of the limitations of General Instruction I.B.6 of Form S-3, we are registering the offer and sale of shares of ourcommon stock having an aggregate offering price of up to $3,513,524 from time to time through Needham & Company. If our publicfloat increases such that we may sell additional amounts under the Sales Agreement and t