Rain Enhancement Technologies Holdco, Inc.

S-11 ea0228901-s1_rainenhanc.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on January 30, 2025

Registration No. 333- [●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

****(Exact name of registrant as specified in its charter)

4851 Tamiami Trail N, Suite 200

Naples, FL 34103

Telephone: 339-222-6714

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Randy Seidl

Chief Executive Officer

**4851 Tamiami Trail N, Suite 200

Naples, FL 34103

Telephone: 339-222-6714

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” 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 for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

Rule 429 Statement

Pursuant to Rule 429 under the Securities Act, the prospectus contained in this Registration Statement on Form S-1 (referred to herein as the Registration Statement) will be used as a combined prospectus in connection with this Registration Statement and the registrant’s Registration Statement on Form S-4 (File No. 333-283425), that was originally declared effective by the Securities and Exchange Commission on December 10, 2024 (as amended, the “Prior Registration Statement”). Accordingly, this Registration Statement also constitutes Post-Effective Amendment No. 1 on Form S-4 to the Prior Registration Statement. Such Post-Effective Amendment will become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

**Subject to Completion

Preliminary Prospectus dated January 30, 2025.

Rain Enhancement Technologies Holdco, Inc.

5,000,000 Shares of Class A Common Stock Underlying Warrants(For Issuance)**

5,914,056 Shares of Class A Common Stock(For Resale)**

This prospectus relates to the issuance by Rain Enhancement Technologies Holdco, Inc. (“we”, “us”, “our”, “Holdco” and the “Company”) of 5,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) of the Company upon the exercise of 5,000,000 public warrants of the Company, with an exercise price of $11.50 per share (the “Warrants”).

This prospectus also relates to the resale from time to time by the selling shareholders (including their transferees, donees, pledgees, and other successors-in-interest) named in this prospectus (the “selling shareholders”) of up to 5,914,056 shares of Class A Common Stock. Such shares include: (i) 2,125,540 shares of Class A Common Stock issued to the former shareholders of Rain Enhancement Technologies, Inc., a Massachusetts corporation (“RET”), upon the closing of the business combination (the “Business Combination”) among the Company, RET, Coliseum Acquisition Corp., a Cayman Islands exempted company (“Coliseum”), Rainwater Merger Sub 1, Inc., a Cayman Islands exempted company (“Merger Sub 1”), and Rainwater Merger Sub 2A, Inc., a Massachusetts corporation (“Merger Sub 2”), as consideration for their shares of Class A common stock of RET pursuant to the terms of the Business Combination Agreement between the Company, RET, Coliseum, Merger Sub 1, and Merger Sub 2, dated as of June 25, 2024 (as amended on August 22, 2024, the “Business Combination Agreement”), and such shares of RET Class A common stock were originally purchased at an effective purchase price of approximately $2.06 per share; (ii) 57,752 shares of Class A Common Stock issuable upon the conversion of 57,752 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) of the Company, issued to the former RET shareholders upon the closing of the Business Combination as consideration for their shares of Class B common stock of RET, and such shares of RET Class B common stock were originally purchased at an effective purchase price of approximately $2.16 per share; (iii) 2,150,838 shares of Class A Common Stock issuable upon the exercise of vested options to purchase Class A Common Stock (“Options”) at an exercise price of $2.06 per share, which were issued upon the conversion of RET’s outstanding options pursuant to the Business Combination Agreement, (iv) 650,120 shares of Class A Common Stock issued to Harry You and his affiliates upon the closing of the Business Combination as consideration for former founder shares of Coliseum pursuant to the terms of the Business Combination Agreement, which were purchased by Mr. You from Coliseum Acquisition Sponsor LLC (the “Previous Sponsor”) in June 2023 for an aggregate purchase price of $1.00 plus the obligation to fund certain contributions to Coliseum’s trust account (Mr. You funded an aggregate of $650,000 of such contributions); (v) 806,250 shares of Class A Common Stock issued at the closing of the Business Combination upon the exchange of Coliseum private placement warrants of Coliseum pursuant to the Warrant Exchange Agreement dated December 17, 2024, between Coliseum, the Company, and the holders of such Coliseum private placement warrants (the “Warrant Exchange Agreement”), and such Coliseum private placement warrants were initially purchased at a price of $1.50 per warrant; (vi) 118,556 shares of Class A Common Stock issued or to be issued to investors (the “PIPE Investors”) pursuant to the terms of the Subscription Agreements between the PIPE Investors and the Company (the “PIPE Subscription Agreements”), at a price of approximately $11.39 per share (the “PIPE Investment”); and (vii) 5,000 shares of Class A Common Stock issued to a vendor as consideration for services rendered.

We will receive the proceeds from any exercise of the Warrants for cash, but not from the net share exercise of any Warrants or from the resale of any shares of Class A Common Stock by the selling shareholders pursuant to this prospectus. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at an initial exercise price of $11.50 per share. If each outstanding Warrant is exercised for cash, we will receive aggregate cash proceeds of $57.5 million. The Warrants are exercisable on a cashless basis under certain circumstances specified in the Warrant Agreement. To the extent that any Warrants are exercised on a cashless basis, the aggregate amount of cash we would receive from the exercise of the Warrants will decrease. We believe the likelihood that the holders will exercise their Warrants is dependent upon the trading price of our Class A Common Stock. If the trading price of our Class A Common Stock is less than the exercise price of the Warrants, we believe the holders are unlikely to exercise their Warrants. Conversely, the holders are more likely to exercise their Warrants the higher the prices of our Class A Common Stock is above the exercise price of the Warrant. On January 28, 2025, the closing price of our Class A Common Stock was $3.89. Accordingly, we believe the holders are unlikely to exercise their Warrants.

On December 31, 2024, we completed the Business Combination. As contemplated by the Business Combination Agreement, the Business Combination was completed as follows:(i) Coliseum merged with and into Merger Sub 1, with Merger Sub 1 as the surviving company of such merger (the “SPAC Merger”) and (ii) following the SPAC Merger and as a part of the same overall transaction, Merger Sub 2 merged with and into RET, with RET as the surviving entity of such merger (the “Company Merger” and, together with the SPAC Merger, the “Mergers”), and, after giving effect to such Mergers, each of Merger Sub 1 and RET became a wholly owned subsidiary of the Company (the time that the SPAC Merger became effective being referred to as the “SPAC Merger Effective Time,” the time that the Company Merger became effective being referred to as the “Company Merger Effective Time,” and the time after which both Mergers became effective being referred to as the “Closing”). Following the Closing, the Company holds all of the equity interests of RET and Merger Sub 1.

At the SPAC Merger Effective Time, by virtue of the SPAC Merger, (i) each issued and outstanding Class A ordinary share, par value $0.001 per share, of Coliseum (the “Coliseum Class A Ordinary Shares”) (including the Coliseum Class A Ordinary Share issued upon conversion of the sole outstanding Class B ordinary share, par value $0.001 per share, of Coliseum but not including any public shares redeemed by public shareholders) was automatically converted into the right to receive one share of Class A Common Stock, and (ii) each issued and outstanding public warrant of Coliseum, initially issued as part of the units sold in Coliseum’s initial public offering (the “Coliseum Public Warrants”) was assumed by the Company and became a Warrant exercisable for shares of the Company’s Class A Common Stock in lieu of the Coliseum Class A Ordinary Shares.

At the Company Merger Effective Time, by virtue of the Company Merger, (i)each issued and outstanding share of Class A common stock of RET, par value $0.0001 per share (after the conversion of RET preferred stock pursuant to its terms, but not including any shares held in the treasury of RET) was converted into approximately 1,434 shares of Class A Common Stock pursuant to the terms of the Business Combination Agreement, (ii) each issued and outstanding share of Class B common stock of RET, par value $0.0001 per share (other than any shares held in the treasury of RET) was converted into approximately 1,434 shares of Class B Common Stock pursuant to the terms of the Business Combination Agreement, and (iii) pursuant to the terms of the Business Combination Agreement, each option exercisable for shares of RET’s Class A common stock became an Option exercisable for shares of Class A Common Stock on the same terms and conditions as were in effect with respect to such RET option immediately prior to the effective time of the Company Merger (including with respect to vesting and termination-related provisions), except that (A) such Option relates to such number of shares of Class A Common Stock (rounded down to the nearest whole share of Class A Common Stock) as is equal to (x) the number of shares of RET’s Class A common stock subject to such option multiplied by (y) approximately 1,434, and (B) the exercise price per share of such Option is equal to the quotient of (x) the exercise price per share of such option in effect immediately prior to the Company Merger Effective Time divided by (y) approximately 1,434 (the exercise price per share, as so determined, being rounded up to the nearest full cent).

On the Closing Date, pursuant to the Warrant Exchange Agreement, all 3,225,000 outstanding warrants to purchase Coliseum Class A Ordinary Shares initially issued in a private placement simultaneously with Coliseum’s initial public offering (the “Coliseum Private Placement Warrants”) were exchanged for Class A Common Stock, at an exchange ratio of 0.25 shares of Class A Common Stock per Coliseum Private Placement Warrant (the “Warrant Exchange”). Accordingly, as a result of the Warrant Exchange, on the Closing Date, the Company issued an aggregate of 806,250 shares of Class A Common Stock to the former holders of Coliseum Private Placement Warrants at the Closing and such Coliseum Private Placement Warrants were cancelled and no longer outstanding.

On the Closing Date, the Company closed on $700,000 of investment pursuant to the PIPE Subscription Agreements and issued an aggregate of 61,474 shares of Class A Common Stock to the PIPE Investors. On January 29, 2025, the Company closed an additional $500,000 of investment pursuant to the PIPE Subscription Agreements and issued an aggregate of 43,910 shares of Class A Common Stock to the PIPE Investors. The Company expects to close on the remaining $150,000 of investment irrevocably committed pursuant to the PIPE Subscription Agreements in the near term.

On December 30, 2024, the Company entered into a loan agreement (the “Loan Agreement”) with RHY Management LLC (“RHY”), an affiliate of Harry You, pursuant to which RHY committed to provide the Company with up to $7 million of new loans (the “Commitment”). Prior to each drawdown of the Commitment, pursuant to the Loan Agreement, the Company must certify to RHY, among other things, that it has used its best efforts to raise equity, equity-linked, or debt financing on terms available in the market to a similarly-situated company in similar circumstances, and is unable to obtain alternate financing in the amount of such drawdown. Once amounts are borrowed, they may not be re-borrowed. Additionally, Mr. You agreed to roll over an aggregate of approximately $3.1 million of loans and advances owed to him or to his affiliates by Coliseum and RET into the Loan Agreement and such amounts will be treated for all purposes as loans outstanding pursuant to the Loan Agreement (which, for the avoidance of doubt, does not decrease the Commitment). As of the date of this prospectus, the Company has not borrowed any of the $7 million available funding under the Commitment.

Immediately after giving effect to the Business Combination, there were 7,471,678 shares of Class A Common Stock outstanding (7,515,588 shares after giving effect to the additional PIPE closing on January 29, 2025), 57,752 shares of Class B Common Stock outstanding, 5,000,000 shares of Class A Common Stock issuable upon the exercise of outstanding Warrants, and 2,150,838 shares of Class A Common Stock issuable upon the exercise of outstanding Options.

In connection with the Business Combination, 207,510 public holders of Coliseum Class A Ordinary Shares exercised their right to redeem those shares for a pro rata portion of the cash in the Coliseum trust account, which equaled approximately $11.41 per share, for an aggregate redemption payment of approximately $2.37 million. Previously, in connection with extensions of the time that Coliseum had to complete its initial business combination, the following redemptions occurred: (i) in connection with the extension from June 25, 2023 to up to June 25, 2024, 9,121,799 shares were redeemed at a per share price of approximately $10.38, for an aggregate redemption payment of approximately $94.7 million; (ii) in connection with the extension from November 25, 2023 to up to September 25, 2024 (which extension removed prior required monthly extension payments), 3,001,840 shares were redeemed at a per share price of approximately $10.70, for an aggregate redemption payment of approximately $32.1 million; (iii) in connection with the extension from September 25, 2024 to December 25, 2024, 1,089,249 public shares were redeemed at a per share price of approximately $11.18 per share, for an aggregate redemption payment of approximately $12.2 million, and (iv) in connection with the extension from December 25, 2024 to December 31, 2024, 856,188 public shares were redeemed at a per share price of approximately $11.39, for an aggregate redemption payment of approximately $9.7 million. In total, an aggregate of 14,276,586 shares were redeemed in connection with extensions and the business combination, representing approximately 95.2% of the 15,000,000 shares issued in Coliseum’s initial public offering.

Of the 5,914,056 shares of Class A Common Stock that may be sold by the selling shareholders under this prospectus, an aggregate of 5,790,500 shares are subject to a two-year lockup pursuant to the terms of thelock-up agreement (the “Lock-Up Agreement”) dated as of December 31, 2024, by and among Holdcoand certain shareholders of Holdco, including the RET Founders, the Previous Sponsor and Berto LLC (the “New Sponsor”), representing the shares issued asconsideration for the shares of common stock of RET and pursuant to the terms of the Business Combination Agreement, the shares issued as consideration for former founder shares of Coliseum pursuant to the terms of the Business Combination Agreement, the shares issued in the Warrant Exchange, and the shares issuable upon exercise of the Options; an aggregate of 5,000 shares are subject to a one-year lock-up pursuant to the terms of an agreement between Holdco and the vendor to whom such shares were issued; and an aggregate of 118,556 shares are not subject to any lockup, representing the shares issued pursuant to the PIPE Subscription Agreement. For more information about the transfer restrictions that apply to the shares being registered for resale hereby, see “Information About the Offered Shares” and “Securities Act Restrictions on Resale of Securities – Lock-Up Restrictions.”

The 5,914,056 shares of Class A Common Stock that may be sold by the selling shareholders under this prospectus represents approximately 78.7% of the 7,515,588 outstanding shares of Class A Common Stock as of January 30, 2025 and approximately 242.3% of the approximately 2,441,042 shares of Class A Common Stock in the public float as of January 30, 2025. Sales of a substantial number of our shares of Class A Common Stock in the public market by the selling shareholders, or the perception that those sales might occur, could increase the volatility of and cause a significant decline in the market price of our Class A Common Stock and could impar our ability to raise capital through the sale of additional equity securities. See “Risk Factors—Sales of a substantial number of shares of Class A Common Stock in the public market, particularly sales by our executive officers, directors and significant stockholders, or the perception that these sales could occur, could cause the market price of Class A Common Stock to decline.”

Despite a significant decline in the public trading price, some of the selling shareholders may still experience a positive rate of return on the shares being offered by them in this prospectus due to the price at which such selling shareholder initially purchased the shares. Based upon the closing price of our Class A Common Stock of $3.89 on January 28, 2025, upon the sale of shares of our Class A Common Stock (i) Harry You may experience a potential profit of approximately $2.89 per share of the Class A Common Stock issued to him upon the exchange of the former Founder Shares in the Business Combination, and approximately $2.89 per share of the Class A Common Stock issued to him upon the exchange of the Coliseum Private Placement Warrants in the Warrant Exchange, (ii) the RET Founders, which includes Harry You, Niccolo de Masi, and Paul Dacier or their affiliates, may experience a potential profit of approximately $1.83 per share of the Class A Common Stock issued to them upon the exchange of the RET Class A Common Stock in the Business Combination, approximately $1.73 per share of the Class A Common Stock issuable upon the conversion of the Class B Common Stock issued to them upon the exchange of the RET Class B Common Stock in the Business Combination, and Harry You and Niccolo de Masi may experience a potential profit of approximately $1.83 per share of the Class A Common Stock issuable upon exercise of the Options issued to them upon the exchange of RET options in the Business Combination, (iii) the Previous Sponsor may experience a potential profit of approximately $2.39 per share of the Class A Common Stock issued upon the exchange of the Coliseum Private Placement Warrants in the Warrant Exchange, (iv) the PIPE Investors, which includes Harry You and Paul Dacier, may experience a potential loss of approximately $7.50 per share of the Class A Common Stock issued in the PIPE Investment, and (v) the vendor may experience a potential profit of approximately $3.89 per share of the Class A Common Stock issued to the vendor at the closing of the Business Combination in consideration for services rendered. See ”Information About the Offered Shares” beginning on page 7 of this prospectus for more information. See also “Risk Factors—Certain existing shareholders purchased, or may purchase, securities in the Company at a price below the current trading price of such securities, and may experience a positive rate of return based on the current trading price. Future investors in the Company may not experience a similar rate of return.”

We are registering shares of Class A Common Stock for resale pursuant to the selling shareholders’ registration rights under certain agreements between us, on the one hand, and the selling shareholders, on the other hand. Our registration of Class A Common Stock covered by this prospectus does not mean that the selling shareholders will offer or sell any of the shares registered for resale.

We will bear all costs, expenses, and fees in connection with the registration of the shares of Class A Common Stock. The selling shareholders may offer, sell or distribute all or a portion of their shares of Class A Common Stock publicly or through private transactions at prevailing market prices or at negotiated prices. The selling shareholders will bear all commissions and discounts, if any, attributable to their respective sales of the shares of Class A Common Stock. We provide more information about how the selling shareholders may sell the shares of Class A Common Stock in the section titled “Plan of Distribution.”

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 January 28, 2025, the closing price of our Class A Common Stock was $3.89 per share, the closing price of our Warrants was $0.13 per Warrant.

We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and will be subject to reduced disclosure and public reporting requirements. See “Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”Investing in shares of our Class A Common Stock involves risks that are described in the “Risk Factors” section beginning on page 10 of this prospectus.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.

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