Rain Enhancement Technologies Holdco, Inc.

Item 1. Description of Business

Rain Enhancement Technologies, Inc. (“RET”) was founded to provide the world with reliable access to water, one of life’s most important resources. To achieve this mission, RET aims to develop, manufacture and commercialize atmospheric enhancement by ionization (“AEI”) technology. RET was incorporated in Delaware on November 10, 2022, and was later converted into a Massachusetts corporation on April 8, 2024. As described in more detail in the Company’s Annual Report for fiscal year 2024, RET is a wholly-owned subsidiary of Holdco. Holdco began operations as a public company on January 2, 2025 pursuant to a business combination with Coliseum Acquisition Corp, a Cayman Islands exempted company, RET and certain other companies formed for purposes of the business combination that closed on December 31, 2024 (“Business Combination”).

Today, water scarcity issues are one of the world’s foremost concerns. According to the World Wildlife Fund, 1.1 billion people globally lack access to water for basic necessities, and, according to the American Geophysical Union, 80% of global croplands are expected to experience water scarcity by 2050, threatening agricultural yields.

RET is combining specialized expertise and personnel to develop, improve and commercialize AEI technology that enhances rainfall when conditions are appropriate in the atmosphere. We are building our proprietary Weather Enhancement Technology Array (“WETA”) platform with software, meteorology, hardware, product design and operations to make rain and snowfall generation more dependable. We aim to improve the existing rain and snowfall generation technologies by introducing robust measurement tools, including automation technology, rain gauges, and weather stations, to more precisely quantify system performance and potential water resource impacts.

RET aims to develop, invent, improve, manufacture, commercialize and operate technologies that enhance rainfall and elevate water reserves. We believe our technology has the potential to enhance rain and snowfall and increase the availability of freshwater resources that may ultimately contribute to potable water supplies. The projected cost (not including land costs, which are still being determined) and energy requirements for our technology are modest on a per gallon basis for communities and ecosystems, estimated to be $0.10 per cubic meter, less than other alternative technologies. We aim to enhance agricultural, industrial and household water supplies for all the communities in which we operate by developing technology and services to serve governmental and commercial clients’ needs in creating water resiliency and abundancy.

RET expects to expand its offerings to additional atmospheric and water-related technologies, such as fog mitigation and other water generation or water management solutions, where complementary technologies may enhance RET’s ability to address water scarcity challenges. RET’s target client segments include governmental entities, large landowners, infrastructure operators, and commercial enterprises seeking to improve water availability, enhance snowfall or mitigate weather-related impacts.

RET’s business model is based on a unique one-to-many community-centric business model. The numerous client segments to which we market include large landowners including agriculture, resorts, energy and transportation companies, insurance and reinsurance companies, decarbonization initiatives of major corporations and philanthropists, supranational governmental organizations, and city, county, state, federal and non-U.S. governments. In addition, we aim to leverage our offerings and enhance our potential market position by exploring ways to expand our future water generation products through licensing and acting as a channel partner for additional water generation technologies.

Since the beginning of 2025 RET has created new marketing and sales programs, identified and contacted potential customers in core market segments, expanded our contacts with rain enhancement experts who could endorse our technology and introduce us into existing projects looking to address lack of rainfall, and organized our production of systems to serve expected demand.

In October 2025, RET announced preliminary field observations from a fog-mitigation pilot conducted in Australia using our WETA platform. Initial observations suggested ionization may influence fog dissipation under certain atmospheric conditions. Based on these results, we plan to conduct expanded, instrumented pilot programs in 2026 in Oregon, California, Utah and Colorado to further evaluate performance across different fog types and use cases, and we are also exploring the potential application of our technology to snow enhancement. These activities remain in the research and development stage and are not expected to generate material revenue until validation and commercialization.

In November 2025, RET placed its first two fully built rain generation systems into services using its WETA platform in the United States. Early operational observations from these installations have indicated preliminary positive signals consistent with management’s expectations regarding rain and snowfall enhancement under suitable atmospheric conditions. These installations are part of our broader effort to validate our technology in real-world environments and to support future commercialization of rainfall enhancement services. At this stage, we are continuing to analyze the data collected and have not yet completed sufficient validation to determine the extent to which the system may influence precipitation under different atmospheric conditions.

As of December 31, 2025, we had completed construction of seven additional WETA systems that had not yet been placed into service and were being stored pending deployment or installation as additional pilot or commercial opportunities develop.

We have a limited operating history and our ability to generate revenue sufficient to achieve profitability will depend on our ability to validate, commercialize and deploy AEI technology and execute our broader business strategy.

RET’s website can be found at https://rainenhancement.com/. The references to the SEC’s website and our website are inactive textual references only, and information contained therein or connected thereto is not incorporated into this Annual Report.

RET’s Strategy

RET’s mission is to provide the world with reliable access to water at a time when water scarcity is one of the world’s foremost concerns. RET intends to fulfill its mission by:

Industry Background: Atmospheric Enhancement by Ionization

History and Development of Core Technology

RET’s AEI platform will capitalize on approximately 70 years of technological efforts beginning in the 1950s at one of the largest industrial conglomerates in the United States. Ionization rainfall generation technology has been used for fog dissipation during the cold war, as well as rainfall generation and hail reduction in a number of locales over the decades. Weather forecasting models, computing power plus ground-based radar networks have allowed weather forecasting to improve exponentially over the past decade. Cloud condensation nuclei and the water cycle are now broadly accepted science. Water scarcity has unfortunately reached critical levels throughout North America, Asia, Africa and Europe. Federal and local governments, and Fortune 500 companies all recognize the urgency of action as water becomes a social justice issue.

Traditional cloudseeding involves the use of chemicals dispensed from aircraft at precise moments of raincloud formation, creating potential risks (such as environmental concerns and unintended downstream consequences, for example, small concentrations of chemical substances affecting cloudseeding-produced precipitation). Desalination plants offer an alternative technology for increasing the supply of potable water but such process is highly energy intensive, expensive and requires transportation from the coast to inland clients.

AEI technology allows for lower operating costs at scale and provides a method that does not use chemicals in the rain and snowfall generation process. Both chemical and ionic approaches have been utilized for weather modification, including rainfall generation, snowpack augmentation, hail reduction, and cloud dispersal.

Historically, piloted aircraft (e.g. cropping) or (recently) drones delivered chemicals into clouds at the right time in order to enhance rainfall. However, ionized AEI technology is ground-based, capitalizing on natural updraft airflow. Based on third party trials in Oman, the operating range of RET’s AEI equipment is expected to be considerable, as it will be reliant upon natural updrafts to carry the ions into clouds with sufficient water vapor to condense and form rain droplets. Such third-party testing has demonstrated that the equipment’s reliance on natural updrafts would result in it being powered by a minimal source of energy, approximately 600kWh annually based on 100 hours of operation per month, which is approximately the amount required in one year by an average household oven. Moreover, as the technology is developed, RET intends to continue working on ways to maintain low and efficient energy usage.

Ionized AEI technology may enhance the amount and possibility of rainfall when conditions are appropriate in the atmosphere and cloud formation is underway in an approximately 40-mile downwind area, according to third-party testing. The third-party experiments in Oman, using ionizers based on existing rainfall generation technology, indicate that the majority of the rainfall generation occurs within approximately 60 miles of the ground-based ionizers. This range allows for placement of the equipment to optimize for the cost of land leases, as well as predominant wind flows.

By installing multiple systems at appropriate ranges away from the desired impact area, RET’s approach would allow for enhanced rainfall with high level, broad-based targeting, by synchronizing the ionization on-off with increasingly accurate weather information and forecasting. RET is in the process of partnering with ground-based radars and satellite imaging for optimal and powerful real time weather forecasting data access.

In addition, RET expects that its systems will be able to be manufactured and installed in approximately four to six months, which differs from the desalination process that generally takes several years to obtain permits and build associated energy generation. RET believes that the expected rapid time-to-market and anticipated use of off-grid solar and wind power systems will provide an advantage in addressing water scarcity in the coming decades.

Initial installation would be more costly than the cloudseeding approaches and requires a small amount of semi-permanent land to operate from. However, RET’s system would be able to operate continually up to 365 days per year, and key post-installation costs would be modest, including electricity and monitoring. Once installed, the system is expected to use approximately 600 kwH of energy consumption per year. Reliance on natural updrafts would limit targeting but would minimize energy use and avoid using chemicals in the rain enhancement process. Ultimately, some of the water that condenses due to RET’s operation will come out of nearby oceans per the established “water cycle”.

In Oman, over a six-year randomized third-party trial from 2013 to 2018, an ionization rainfall generation system based on existing technology generated an average of approximately 16% of additional rainfall according to results published by the National Institute for Applied Statistics Research Australia (“NIASRA”), a third-party research organization, in the International Statistical Review. Three years after this trial occurred, news reporters in Oman continued to report enhanced rainfall as compared to prior years when the hardware was not operating. In addition, trials performed by third-party individuals funded by the National Key Research and Development Plan of China and the National Natural Science Foundation of China in the Wushaoling and Liupan Mountains in China also indicate that an ionization rainfall generation system helped increase rainfall in the area by 20%. RET believes significant improvements from software, synchronization with real-time weather, and broader placement would lead to even greater rain and snowfall generation. Furthermore, RET believes it can create an AEI team that will be well capitalized, with the full suite of expertise required, to commercialize and scale ionization rain and snowfall generation.

In November 2025, RET commenced operation of our WETA installation in Grand County, Utah, including operations intended to evaluate potential snow enhancement. We have observed preliminary winter-season observations indicating measurable differences in localized precipitation and/or snowpack at certain times and locations that are directionally consistent with our modeled impact area; however, these observations remain preliminary, may vary materially by storm type and atmospheric conditions, and do not yet constitute statistically validated evidence of performance. We expect continued operations and expanded data collection across the 2025–2026 winter season to increase the observational dataset, evaluate enhancement magnitude under varying conditions, and improve operating strategies

Commercialization and Scale of AEI Technology

AEI technology has shown promise in third-party trials, and thus commercialization and scale of this technology will require a strong go-to-market and operations infrastructure to show the market the rain enhancement capacities of these systems. The first phase of commercialization has included leveraging RET’s management and Board to develop global sales organizational structures and methodologies, as well as building operations, sales, marketing and customer service functions to accelerate client traction. RET also intends to create operating momentum by achieving enhanced rainfall in the initial systems that it deploys, in order to demonstrate the viability of this technology to the market. It is anticipated that this will enable RET to expand into existing client bases, create additional client verticals, and drive future global expansion. The second phase of commercialization and scale of AEI technology is expected to involve investment in additional technologies to optimize the performance of the systems. This includes investment and development of weather forecasting models, computing power, data collection tools and ground-based radar networks, among other things, in order to improve RET’s weather forecasting abilities. Supporting growth at scale will require manufacturing optimizations, bill of materials value engineering, and enhancing software controls and machine learning to automate the operational and data collecting processes.

For more details regarding the steps that RET’s management team believe are necessary to commercialize and scale ionization rain enhancement technology, please see “RET Management’s Discussion and Analysis of Financial Condition and Results of Operations - Plan of Operations.”

Trial Results Based on Existing Third-Party Technology

There is a void for institutionally supported analysis for quantifying rain and snowfall generation from AEI technology. Previous rainfall generation trials by third parties relied on comparisons of trial results with long-term averages of rainfall on a given catchment. However, the high variability of rainfall data has hindered conclusive demonstrations of efficacy using such techniques. Demonstrating efficacy, however, will rely on statistical evaluation of data obtained while operating the technology under real-world scenarios.

In the third-party trials for previously existing rainfall generation technology in Oman, the NIASRA employed statistical estimation methodology estimating the correlation between observations of rainfall at different locations at specific time intervals to make concurrent predictions of rainfall in a target area with both a control model and effects model to assess the ground-based ionization technology performance. The NIASRA concluded in these third-party trials that the methodology used is well instrumented and scientifically rigorous, and that it has the potential to increase rain and snowfall. Third-party trials in Oman have indicated a high probability of rain generation if AEI technology is used.

In 2022, the model-based approach used in these third-party trials was noted in the Journal of Royal Statistical Society and the International Statistical Review. The results in these third-party trials demonstrate the plausible practical effects of and plausible analysis methods for the technology that RET intends to develop.

RET’s Business Overview

AEI Market Opportunity

The global water crisis has massive economic implications. Global health organizations estimate that water scarcity in some regions could impact GDP by up to 6% with $260 billion lost globally each year due to lack of basic water and sanitation. In a December 2025 Insight Report by the World Economic Forum current global investment in water infrastructure was stated to be approximately €326 billion (approximately $377 billion as of March 20, 2026), with an estimated cumulative amount of €11.4 trillion (approximately $13.2 trillion as of March 20, 2026) through 2040 needed “… to deliver equitable, resilient, sustainable and technologically advanced drinking water and sanitation systems for all [people]…” RET’s economic impact is intertwined with the number of people it can help get access to water they would have otherwise not received, allowing it to capture a significant portion of the impending water spend.

Unlike with the price of fossil fuel commodities, where governments can step in to shield consumers from volatility, water cannot easily be manufactured at large scale. For instance, due to droughts there are cities in California’s Central Valley whose access to water is severely limited, with populations relying upon emergency bottled water handouts to survive. Water tables continue to decline across the West, South and Southwest of the United States to near-emergency levels, and the price of water has climbed.

RET believes its ionization technology can be used to influence fog dissipation and is actively researching whether its technology can remove harmful airborne pollution from the atmosphere. If successful, these advances would open up additional markets such as airports, railways, and highway systems.

RET’s WETA platform is expected to create large new markets due to its low energy consumption, ease of operation, and large area impact. With a low entry price for access, demand from all client segments is anticipated to grow strongly, indicated by both initial client data points as well as the past decade of trials in Oman. RET’s planned technological approach of ground-based ionization stations is expected to allow it to implement a one-to-many community-centric business model, as described above under “RET’s Strategy.” Numerous clients can be sold services off of the same hardware platform. RET intends to create new markets to commercialize and scale ionization rain and snowfall generation by bringing down the cost of its technology, reducing friction to access, and continually improving its technology and capabilities.

RET seeks to develop commercial applications for rainfall enhancement technologies. RET has begun its sales focus in the United States with the intent to expand globally and take advantage of new opportunities that may present themselves in any region. By setting up its AEI systems in areas with many constituent potential clients, it expects to be able to sell up to a dozen segments of user benefits from the same hardware array. Small improvements in annual rainfall make significant differences to industries such as insurance, agriculture and resorts.

RET recognizes that increasing the water table, potable water reserves, and greening urban and suburban areas are another way to attract clients, while making a positive operating contribution with as few as one client per site. RET is targeting commercial clients in each operating area, and adding potential governmental and philanthropic clients as the business develops.

RET’s Business Model

RET’s strategy consists primarily of a focus on ground-based ionization stations to implement a one-to-many community-centric business model, as described above under “RET’s Strategy”.

For its initial enhanced rainfall business, RET has invested and plans to invest further in the development and improvement of ground-based ionization stations, hardware platforms and technologies to enable enhanced rainfall. Leveraging its extensive design, simulation and prototyping capability, it intends to set up its AEI systems in areas with many constituent potential clients, allowing it to sell its technology to numerous segments of users who will all benefit from the same hardware array. Small increases in annual rainfall make significant differences to industries such as insurance, agriculture and resorts, and RET aims to partner with leaders throughout these diverse client segments to develop, demonstrate, optimize, commercialize and license its technologies.

To increase the likelihood that its technologies are adopted, RET is leading with the development of its technology and will subsequently determine reasonable royalties. Successful negotiation of these royalties is generally dependent on:

AEI technology integrates several advanced engineering and scientific disciplines, and the resulting products are of interest in a broad variety of application domains. As such, RET continues its ongoing development of strong technical and business relationships with both current and prospective clients across diverse industries. Those client relationships provide not only a source of ongoing and growing revenue but also insights into industry trends that will help RET build desirable products. For instance, RET plans to pioneer new technologies for image processing and object recognition, while staying apprised of potentially relevant technical advances from elsewhere.

RET’s business model will allow for affordable installation and manufacturing costs. We expect these initial administrative, setup and manufacturing costs to include, among other expenses: power systems, control systems, all the fiber-reinforced plastic and steel work, shipping and inspections. This entry level installation price point will allow clients to be “laddered up” with a “land and expand” sales strategy, which will also involve continued involvement with RET as it expects to be the sole operator for its rain and snowfall generation services.

RET intends to develop and improve software and machine learning control systems to provide more specific area targeting, as well as more precise operating timing. We believe that RET’s prospective partnerships for proprietary radar and weather data will give it client segmentation and pricing opportunities. Wherever possible RET will endeavor to strike multi-year WaaS (“water as a service”)-like client contracts.

Commercialization of Water Technology

RET has pulled together ingredients to commercialize and scale ionization rain and snowfall generation. RET also intends to acquire and license adjacent technologies that expand its solutions offering to clients. Its management has experience scaling businesses over the prior decades. R&D leadership and technology is important; however, the RET team knows that operations, sales, marketing, and client service are equally vital to drive product-market fit at scale.

RET’s management team has experience scaling technology-driven businesses and recognizes that successful commercialization requires more than research and development. Accordingly, we are focused on building operational, sales, and customer engagement capabilities alongside continued technology development.

To support these efforts, RET has recruited and retained consultants and advisors with expertise in meteorology, atmospheric science, engineering, and business development. These individuals provide guidance and support on research, operational deployment, field implementation, marketing, sales, and commercialization strategy as we advance our rain and snowfall enhancement platform. RET also maintains industry relationships intended to support business development and partnership opportunities as it expands engagement with governmental, agricultural, and commercial clients.

RET recognizes that long-term success is about client satisfaction and delivering solution efficacy and reliability. Manufacturing optimization, build-of-material value engineering, and the generation of software controls and machine learning are all expected to play vital roles in driving sustained and profitable growth. RET is also negotiating partnerships with global manufacturing and supply-chain firms to ensure the smooth rollout of its AEI systems worldwide.

As part of its commercial strategy, RET has deployed two AEI systems in the United States and continues to monitor operational performance and collect meteorological data from these installations. We expect that insights gained from these early deployments will support further refinement of our technology and inform future commercial opportunities. RET continues to evaluate potential collaborations with property owners, including resorts and other large landholders worldwide, where improved water availability may provide operational and environmental benefits.

Manufacturing

During 2025, RET manufactured ten additional WETA systems, bringing the total number of systems manufactured to twelve. As of December 31, 2025, two systems had been installed and placed into service in the United States, and seven additional systems had been completed and were being stored pending deployment. The remaining three systems were completed and delivered to the United States in March 2026. Additionally, three systems are currently under construction.

RET’s apparatus design is optimized to be modular, resulting in a high level of consistency and predictability with each build. The weight is under 2,500 kilograms (5,600 pounds) per system when packaged into shipping crates. Each system consists of 10 crates to facilitate transportation into remote areas. Installation can be completed completely manually using labor only if necessary, but has been shown to be more quickly executed using skid steer loaders and small excavators. Cranes and similar equipment are not required.

The power necessary to operate the system is generated by off-grid solar with the option of backup generators. A 3600W solar array provides sufficient energy feed into the batteries for most sites.

Establishment of a WETA system can be completed in under four days of the equipment being available at the site. This includes putting the system into operation via remote telemetry or local automatic modes.

The systems are pre-assembled by RET prior to packaging for shipping to customers to ensure all components fit, meet quality assurance requirements and form a complete “ready-to-install” system in kit format.

RET sources the materials required to operate its products and intends to maintain a small inventory in its own leased warehouse, with current systems being stored in a shared facility.

RET works with clients and their general contractor partners for installation plans for each device to suit the final selected site.

Clients

RET’s business model is based on a unique one-to-many community centric business model. Initially, we have focused primarily on geographic areas in North America and Western Europe, before further global expansion. The various client segments where RET intends to sell to include, among others:

Large landowners have the benefit of controlling the land for AEI equipment deployment and its measurement using automated rain gauges, as well as benefitting from the entire rain and snowfall generation. Large landowners who are willing to provide positive externalities to land adjacent to them are anticipated as early adopters of RET’s services.

We think energy and transportation companies will also benefit in a very binary manner from enhanced rainfall, as they often cannot operate without sufficient water levels. RET’s business plan contemplates that these companies will be willing to pay an annual sum to subscribe to and utilize RET’s services to maximize their operational capacities.

In another segment, we plan to enter into arrangements (which currently do not exist) that will allow insurance premiums to be reduced for homeowners in regions taking active measures to enhance rainfall. The added benefit to such homeowners comes in the form of decarbonization contribution, habitat expansion and greening.

Governments are a typically slower sales cycle, however at all levels are capable of including an annual allowance for rain and snowfall generation, which we expect would be a longstanding budget item once adopted.

Supranational organizations such as the World Bank and IFC have the ability to commit to sizable programs for improving water reserves, the water table and potable water (although there can be no assurances that they will do so). Both developed and emerging markets are in need of RET’s technology and we anticipate significant traction in this category.

Sales and Marketing

RET’s sales activities focus primarily on rain and snow enhancement services to public clients and commercial markets, as well as water conservation consulting and solutions. Over time, RET expects to expand its offerings to additional atmospheric and water-related technologies, such as fog mitigation, smog and air pollution, and other water generation or water management solutions, where complementary technologies may enhance RET’s ability to address water scarcity challenges. RET’s target client segments include governmental entities, large landowners, infrastructure operators, and commercial enterprises seeking to improve water availability or mitigate weather-related impacts. Product marketing focuses on identifying the clients’ needs and product requirements and supports the development of all of its technologies throughout the development cycle, including preparing materials and technical information to assist with adoption of the technologies across its target markets.

Principal Factors Affecting Barriers to Entry & Competitive Landscape

Barriers to Entry

There are a number of barriers to entry in the AEI industry, including, among others: (a) key technical personnel, (b) scientific expertise to drive development and improvements of technology (including software and machine learning automation), (c) client relationships/contracts, (d) manufacturing and supply chain efficiencies, (e) key sales & marketing personnel, and (f) brand awareness. Another barrier to entry involves market expansion, specifically with respect to expanding our services from initial trials into clients including, among others, commercial clients, land developers and the agricultural sector.

Competitive Position

The operating competitive landscape has minimal to no brand awareness amongst clients and is comprised of primarily players in the following categories: (i) mature industrial/chemicals/wastewater, (ii) cloudseeding startups, (iii) adjacent water startups, and (iv) existing governmental operations. As with every vibrant pioneering technology ecosystem, several startups in the water technology sector have ceased operating over the years, however we also expect to see other competing technologies emerge.

The capital raised from the Business Combination has provided RET with some of the funding necessary to drive growth both organically and inorganically. We plan to acquire and/or license adjacent technologies and add them to the product portfolio of RET. We intend to implement best practices for structuring compensation to help retain all key technical and client-facing talent.

We anticipate that being the first publicly traded rain and snowfall generation firm can facilitate growth in client momentum, due to the enhanced visibility and higher caliber of employees RET can attract with liquid equity instruments. RET expects that having an acquisition currency will also allow it to outcompete private competitor companies in terms of inorganic growth opportunities.

Holdco’s listing on Nasdaq is a considerable advantage over smaller private companies in the water technology sphere. RET also aims to retain the advantages of a nimbler startup over long-established industrial players. Moving quickly to capitalize on innovations and unlock new client demand is expected to be a hallmark of RET’s approach given its team’s track record.

RET has begun operations with a clear eye on value engineering, manufacturing scale and optimizations, as well as a world class software and machine learning team. RET is currently developing a near-shore supply chain to minimize lead time and shorten turnaround times for new innovation.

While the current iteration of the AEI systems that RET initially plans to install will not require additional R&D, as they have been proven to work in third-party trials, RET intends to invest in significant research and development in order to commercialize and scale the technology. In particular, the current systems require local support personnel to operate the devices, and require manual reading of rain gauges and manual analysis of the statistics derived from the weather data. Accordingly, in order to scale and commercialize the business, RET plans to engage in R&D to automate these functions, as well as to develop and adopt new ways of delivering the ionization aerosols from the systems to allow the technology to be deployed in the widest possible field conditions. For more information on the steps, technological developments and improvements that RET will need to make to the rain enhancement technology in order to bring advancements to the systems to market, please see “RET Management’s Discussion and Analysis of Financial Condition and Results of Operations”, in particular the sub-headers “-Investment in Research and Development (R&D), Innovation and Technology”, “-Development and Enhancement of Proprietary Technology”, and*“- Plan of Operations*”.

Integrating the latest weather forecast techniques and data, along with automated control systems and water gauge measurements will enable continual improvement of any existing generation of hardware in the field. We are currently engaged in trials that include charges for the services provided.

RET’s business model will be focused on achieving long-term client lock-in through SaaS-like, multi-annual contracts.

Moreover, there are several approaches to rain and snowfall generation besides RET’s approach. There are companies developing and commercializing chemical-based cloudseeding technologies. These companies utilize traditional cloudseeding technology, which involves the use of chemicals such as silver iodide, potassium iodide and dry ice that are dispensed from aircrafts at precise moments of raincloud formation creating potential risks and unintended consequences. Compared to the traditional chemical cloudseeding approach, RET’s atmospheric enhancement by ionization approach does not use chemicals in the rain enhancement process. Moreover, we think that RET’s AEI technologies could enjoy lower operating costs than traditional chemical cloudseeding. Lastly, the difference between RET and these companies lies in the expertise in operations and leading team of water entrepreneurs that provides RET with a competitive advantage.

Sources and Uses of Liquidity Following the Business Combination

As described in more detail in the Company’s Annual Report for fiscal year 2024, the Business Combination between Holdco, RET, Coliseum, and Merger Sub closed on December 31, 2024. During 2025, the Company funded its operations primarily through proceeds received from the PIPE subscriptions, which were fully collected in February 2025, and borrowings under the related-party loan agreement (the “Loan Agreement”) from an affiliate of the Company’s Chairman, as described below.

On December 30, 2024, the Company entered into the Loan Agreement with RHY pursuant to which RHY agreed to provide the Company with a line of credit of up to $7.0 million. In connection with the Loan Agreement, approximately $3.1 million of prior loans and advances owed to Mr. You and his affiliates were rolled over into the Loan Agreement and are treated as loans outstanding thereunder. As of December 31, 2025, the Company had approximately $9.1 million outstanding under the Loan Agreement, consisting of approximately $3.1 million related to rollover amounts assumed in connection with the Business Combination and approximately $6.0 million of additional borrowings made during 2025. On March 11, 2026, the compensation committee (the “Compensation Committee”) of our board of directors (the “Board”), and our Board, approved repayment of the amounts due under the Loan Agreement of up to 30% of any amount received by the Company from any potential future capital raise net of any underwriting, legal, and accounting fees and related costs. On March 24, 2026, the Audit Committee and the Board approved an increase in the amount that could be borrowed under the Loan Agreement from $7,000,000 to $10,000,000. The Company and RHY entered into an amendment to the Loan Agreement reflecting such increase, effective as of March 31, 2026. The Company may seek additional sources of capital, but there can be no assurance that additional financing will be available to the Company on favorable terms or at all. See “Risk Factors – the Company will need additional capital to pursue its business objectives and respond to business opportunities, challenges or unforeseen circumstances, and it cannot be sure that additional financing will be available.”

Proceeds received from the Business Combination, PIPE financing, and borrowings under the Loan Agreement have been used primarily to support RET’s operations and the continued development and commercialization of its AEI platform. These uses include operational staffing, system manufacturing and deployment, research and development activities, and general corporate expenses.

RET expects that its current liquidity, together with available borrowings under the Loan Agreement and potential additional financing, will be used to support ongoing operations and commercialization activities. However, RET may require additional capital to execute its business plan and respond to future opportunities or unforeseen circumstances.

For more information, see “RET Management’s Discussion and Analysis of Financial Condition and Results of Operations - Plan of Operations - Summary of Milestones and Material Cash Requirements.”

Government and Other Regulations

RET expects its technology will be subject to certain environmental and governmental regulations. Certain jurisdictions have codified regulations around cloudseeding that may subject RET’s rain and snowfall generation platforms to certain licensing and permitting requirements. For instance, the Texas Department of Licensing and Regulation regulates the use of cloudseeding through a licensing and permitting procedure codified in the Texas Weather Modification Act. In addition, RET has successfully completed the permit approval process to use its AEI technology platform in Colorado and Utah. Furthermore, the use of certain materials for seeding purposes will likely be subject to governmental and other regulations. For more information, see “Risk Factors - Risks Relating to Regulatory and Legal Matters”.

Research & Development

RET’s research and development groups will work closely with its sales and marketing groups, as well as its clients and partners, to bring its products to market in a timely, high-quality and cost-efficient manner.

RET has a roadmap of technological developments and improvements it plans to undertake, including optimizing the electrical and mechanical components to maximize the number of ions produced, improving the design for cost, installation, and attaining the maximum number of ions aloft and directionally into the cloud layer. RET also intends to develop and improve software and machine learning control systems to provide more specific area targeting, as well as more precise operating timing. We are developing a roadmap of software features to optimize power consumption, improve serviceability and reduce site visits, as well as to integrate with third party weather-data sources.

In its atmospheric enhancement by ionization business, RET will invest in world-class R&D supported by strong relationships. RET aims to offer advantages in generation rainfall technology, providing distinctive features, low-energy technology, ease of operation and large area impact to its clients. RET further intends to license and act as a channel partner in additional water generation technologies. RET intends to license these technologies and introduce them to its already established clients and prospective clients. In addition, RET is seeking to partner with organizations impacted by fog to further pilot and document effects of WETA ionization on radiation fog as a tool for improving visibility and reducing the impacts of fog on commercial and transportation activities.

Intellectual Property

RET is focused on building a strong scientific roadmap to underpin an analytical understanding with meaningful predictive power of its AEI platform. The principles have been observed for many decades, however RET expects it will be the first company to fully control the plasma and fluid dynamics underpinning rain and snowfall generation. RET has also obtained a worldwide, perpetual, exclusive license under certain patents from Dr. Theodore Anderson, a distinguished plasma physicist and author ofPlasma Antennas. These patents relate to plasma antenna technology and are not central to the Company’s rainfall enhancement platform. RET intends to continue evaluating opportunities to expand and strengthen its IP portfolio in areas relevant to its technology and operations.

RET intends to evaluate intellectual property portfolios for purchase in the fields of water generation technology, scientific validation and causal inference. Its evaluation criteria for patent acquisitions will include, for example: the sales and profitability of the relevant products, its view of the prospects of the market for the relevant products, size of the portfolio, legal criteria and its assessment of the likelihood of obtaining negotiated licenses.

RET has the experience to drive continued innovation and protect its inventions via a patent strategy that will create defensibility around fundamental, proprietary technologies, business processes and methodology. RET will aim to build its patent portfolio in the United States with cross filings in the European Union. Both a defensive and offensive approach will be incorporated to its investment in this arena.

RET intends to protect its future intellectual property rights via a combination of patent, trademark, and trade secret laws in the United States and other jurisdictions, as well as with contractual protections, to establish, maintain and enforce rights in its proprietary technologies.

In addition, RET intends to protect its future intellectual property rights through non-disclosure and invention assignment agreements with its employees and consultants and through non-disclosure agreements with business partners and other third parties.

Employees and Human Capital Resources

RET’s employees will be critical to its success. RET is proud of its world-class team and seeks to hire employees dedicated to its focus on developing and commercializing the best AEI technology.

RET’s full-time employees are expected to be primarily working remotely. RET has engaged a number of consultants and contractors to supplement its permanent workforce. As of the filing date of this Annual Report, RET has nineteen independent contractors and five full-time employees, including the Chief Executive Officer. It has retained a Chief Financial Officer as a consultant on an interim basis. RET has retained Scott Morris as its senior technology advisor, and plans to retain additional employees with sales, operations or climate expertise. Mr. Morris is retained both as an employee under an offer letter dated July 26, 2025 and through a consulting agreement with his company Radium Control Solutions Pty Ltd dated July 16, 2025, as amended. RET’s employees are engaged in research and development, business development, sales and delivery of its products and services.

To date, RET has not experienced any work stoppages and maintains good working relationships with its personnel. None of RET’s employees are subject to a collective bargaining agreement or are represented by a labor union at this time.

Properties

RET’s principal executive office and its corporate headquarters is located in Naples, Florida. In order to accommodate anticipated growth and to recruit and retain top talent, RET anticipates seeking additional facilities in various locations. RET anticipates it will be able to obtain additional space as needed under commercially reasonable terms.

Corporate Structure

As described in the Company’s Annual Report on Form 10-K for fiscal year 2024, a Business Combination was consummated via a multiple-merger structure (also known as “double dummy”), consisting of the SPAC Merger and the Company Merger. Under this structure, upon the consummation of the Business Combination, Holdco became the public company listed on Nasdaq and each of RET (as the surviving entity of the Company Merger) and Merger Sub 1 (as the surviving company of the SPAC Merger) are wholly-owned subsidiaries of Holdco. Accordingly, the business of developing, improving, and commercializing AEI technology will continue to be conducted by RET as a subsidiary of Holdco.

Under the Holdco A&R Articles, Holdco may engage in any and all lawful business for which a business corporation may engage in under the MBCA. In the future, Holdco may acquire additional businesses or assets which may or may not be complementary to the RET business. If Holdco acquires a business or assets that are not complementary to the RET business, such business or assets may not be able to leverage our existing infrastructure or operational experience, which may increase the costs and risk associated with such acquisitions, and we may determine in connection with such acquisition or afterward to separate the ownership of such business or assets from that of RET through a spin-off, split off or otherwise of RET or of such business or assets. See the section entitled “Risk Factors - Holdco may invest in or acquire other businesses in the future, which may or may not be complementary to the RET business. Investing in or acquiring other businesses will require the devotion of a significant amount of time and resources, may not be successful, and could negatively impact Holdco’s results of operations, financial condition and liquidity.”

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team.