Rain Enhancement Technologies Holdco Inc-A 2026年季度报告

FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedJune 30, 2026 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number001-42460 RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.(Exact name of registrant as specified in its charter) 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. 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 August 14, 2026, there were11,646,299shares 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. RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. Table of Contents PageNo.PARTI.FINANCIAL INFORMATIONItem1.Unaudited Condensed Consolidated Financial Statements1Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 20251Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026and 20252Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and SixMonths Ended June 30, 2026 and 20253Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 20254Notes to Unaudited Condensed Consolidated Financial Statements5Item2.Management’s Discussion and Analysis of Financial Condition and Results of Operations25Item3.Quantitative and Qualitative Disclosures About Market Risk35Item4.Disclosure Controls and Procedures35PARTII.OTHER INFORMATIONItem1.Legal Proceedings36Item1A.Risk Factors36Item2.Unregistered Sales of Equity Securities and Use of Proceeds36Item3.Defaults Upon Senior Securities36Item4.Mine Safety Disclosures36Item5.Other Information36Item6.Exhibits37SIGNATURES38 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the safe harborprovisions under the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, asamended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding, among other things,the plans, strategies and prospects, both business and financial, of Rain Enhancement Technologies Holdco, Inc. and its wholly-ownedsubsidiary Rain Enhancement Technologies, Inc. These statements are based on the beliefs and assumptions, whether or not identifiedin this Report, of the management of the Company. Although the Company believes that its plans, intentions and expectations reflectedin or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realizethese plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions.Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, businessstrategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of futureevents or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by,followed by or include the words “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,”“might,” “plan,” “possible,” “potenti