Rain Enhancement Technologies Holdco, Inc.

On December 31, 2024, in connection with the Closing, the former RWT shareholders received an aggregate of 2,125,540 shares of Holdco Class A Common Stock and 57,572 shares of Holdco Class B Common Stock pursuant to the terms of the Business Combination Agreement.

On December 31, 2024, in connection with the Closing, Holdco issued 61,474 shares of Holdco Class A Common Stock to the PIPE Investors pursuant to the PIPE Subscription Agreements, for aggregate proceeds of approximately $700,000 and also recorded a subscription receivable of $650,000 from two PIPE Investors for the purchase of 57,083 shares of Holdco Class A Common Stock. On January 29, 2025, Holdco closed $500,000 of such subscription receivable pursuant to the PIPE Subscription Agreements and issued an aggregate of 43,910 shares of Holdco Class A Common Stock to the PIPE Investors. On February 6, 2025, Holdco closed on the remaining $150,000 of subscription receivable pursuant to the PIPE Subscription Agreements and issued an aggregate of 13,173 shares of Holdco Class A Common Stock to the PIPE Investors.

In connection with the Business Combination, pursuant to the terms of a Warrant Exchange Agreement, dated December 17, 2024, by and between Coliseum, Holdco, Coliseum Acquisition Sponsor, LLC, and Berto, LLC (the “Warrant Exchange Agreement”) on December 31, 2024, Holdco issued an aggregate of 806,250 shares of Holdco Class A Common Stock to the former holders of Coliseum Private Placement Warrants (the “Warrant Exchange”).

In connection with the Business Combination, on December 31, 2024, Holdco issued an aggregate of 5,000 shares of Holdco Class A Common Stock to a vendor as consideration for services rendered.

The shares of Holdco Class A Common Stock issued to the PIPE Investors pursuant to the PIPE Subscription Agreements, the shares of Holdco Class A Common Stock and Holdco Class B Common Stock issued to the RWT shareholders pursuant to the Business Combination Agreement, the shares of Holdco Class A Common Stock issued pursuant to the Warrant Exchange, and the shares of Holdco Class A Common Stock issued to the vendor, have not been registered under the Securities Act and have been issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act, as a transaction by an issuer not involving a public offering.