UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 1831, 2026

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

(Exact name of registrant as specified in its charter)

Massachusetts		001-42460		99-3527155
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4851 Tamiami Trail N, Suite 200

Naples, FL 34103

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 339-222-6714

1659 Chinaberry Ct.

Naples, FL 34105

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	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)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	RAIN	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	RAINW	The Nasdaq Stock Market LLC

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).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 31.01 ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

OnEffective ~~February~~as 18of March 31, 2026, Rain Enhancement Technologies Holdco, Inc. (the “Company”) ~~received~~and ~~written~~RHY ~~notice~~Management ~~(the~~LLC, ~~“Notice”)~~an ~~from~~affiliate of Harry You, the ~~Listing~~Company’s ~~Qualifications~~chairman ~~Staff~~and a beneficial owner of more than 10% of the ~~Nasdaq~~ ~~Stock~~Company’s ~~Market~~Class ~~LLC~~A common stock and Class B common stock, (“~~Nasdaq~~RHY”) ~~which~~entered ~~notified~~into ~~the~~an ~~Company~~amendment ~~that,~~(the “Loan ~~for~~Agreement ~~the~~Amendment”) 30to ~~consecutive~~that ~~business~~certain ~~days~~Loan ~~ended~~Agreement ~~February~~between ~~17, 2026,~~RHY and the Company’s, ~~market~~dated ~~value~~as of ~~listed~~December ~~securities~~30, 2024 (the “~~MVLS~~Loan Agreement”), ~~closed~~increasing ~~below~~ the ~~$35,000,000~~amount ~~threshold~~that ~~required~~could ~~for~~be ~~continued listing~~borrowed onby the ~~Nasdaq~~Company ~~Capital Market~~ under ~~Nasdaq~~the ~~Listing~~line ~~Rule~~of ~~5550(b)(2)~~credit (the “~~MVLS Rule~~LOC”) pursuant to the Loan Agreement from $7,000,000 to $10,000,000.

~~In accordance~~The ~~with~~foregoing ~~Nasdaq~~description ~~listing~~does ~~rule~~not ~~5810(c)(3)(C),~~purport ~~the~~to ~~Company~~be ~~has~~complete ~~180~~and ~~calendar~~is ~~days, or until August 17, 2026 (the “MVLS~~qualified ~~Compliance~~in ~~Period”),~~its toentirety ~~regain~~by ~~compliance~~reference ~~with the MVLS Rule. The Notice notes that~~ to ~~regain compliance,~~ the ~~Company’s MVLS~~full ~~must~~text ~~close at or above $35 million for a minimum~~ of ~~ten consecutive business days during~~ the ~~MVLS~~Loan ~~Compliance~~Agreement ~~Period, upon which Nasdaq will provide written confirmation of compliance and the matter will be closed~~Amendment. ~~If the~~A ~~Company~~copy ~~does not regain compliance by the end~~ of the ~~MVLS~~Loan ~~Compliance~~Agreement ~~Period,~~Amendment ~~Nasdaq~~is ~~staff~~filed ~~will~~as ~~provide written notice to the~~Exhibit ~~Company~~10.1 ~~that its securities are subject~~ to ~~delisting.~~this AtCurrent ~~that~~Report ~~time,~~on ~~the~~Form ~~Company~~8-K ~~may~~and ~~appeal~~incorporated ~~any~~herein ~~such~~by ~~delisting determination to a hearings panel~~reference.

~~The~~Item ~~Notice~~2.03 isCreation ~~a notification~~ of ~~deficiency,~~a ~~not of~~Direct ~~imminent~~Financial ~~delisting,~~Obligation ~~and~~or ~~has~~an noObligation ~~immediate~~under ~~effect~~an onOff-Balance ~~the~~Sheet ~~listing~~Arrangement of ~~the~~a ~~Company’s securities~~Registrant. ~~The Company’s common stock and warrants continue to trade on Nasdaq under the symbols “RAIN” and “RAINW”, respectively.~~

The ~~Company intends~~information relating to ~~actively monitor~~ the ~~Company’s~~Loan ~~MVLS~~Agreement ~~between~~Amendment ~~now and August 17, 2026, and may, if appropriate, evaluate available options~~contained toin ~~resolve~~Item ~~the deficiency and regain compliance with the MVLS Rule~~1.01 ~~While the Company is exercising diligent efforts to maintain the listing~~ of ~~its~~this ~~securities~~Current Report on ~~Nasdaq,~~Form ~~there~~8-K ~~can~~is beincorporated noby ~~assurance~~reference ~~that~~into ~~the~~this ~~Company~~Item ~~will~~2.03 ~~be able~~ to ~~regain~~the orextent ~~maintain~~required ~~compliance with Nasdaq listing standards~~herein.

~~Forward~~As ~~Looking~~previously ~~Statements~~disclosed, the LOC bears interest at the greater of 5% per annum or the applicable IRS short-term rate in the month of each drawdown (“Interest Rate”), payable quarterly in arrears. If a quarterly payment is missed, the loan balance increases by an amount equal to the principal multiplied by the Default Rate (as defined below). If an event of default has occurred and is continuing, then upon written notice by RHY to the Company, the outstanding principal balance and any unpaid accrued interest will accrue interest at 2% above the Interest Rate (the “Default Rate”).

Certain information contained in this Current Report on Form 8-K consists of forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “must,” “will,” “may,” “intends,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will regain compliance with the MVLS Rule during the MVLS Compliance Period. Additional factors that could cause actual results to differ from the forward-looking statements herein include potential adverse effects on the Company’s business related to the disclosures made in this Current Report on Form 8-K, or the initiation of new legal proceedings, volatility of the Company’s stock price, and the other risk factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the Company’s other filings with the Securities and Exchange Commission. The forward-looking statements contained in this Current Report on Form 8-K speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.1

1Item 9.01. Financial Statements and Exhibits.

SIGNATURES

(d)		Exhibits.

10.1		Amendment to Loan Agreement, effective as of March 31, 2026, by and between Rain Enhancement Technologies Holdco, Inc. and RHY Management LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2

Date: February 20, 2026	RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.
	By:	/s/ Oanh Truong
	Name:	Oanh Truong
	Title:	Interim Chief Financial Officer

SIGNATURES

2Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 6, 2026	RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

	By:	/s/ Oanh Truong
	Name:	Oanh Truong
	Title:	Interim Chief Financial Officer

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