Rain Enhancement Technologies Holdco, Inc.
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 15, 2026
RAIN$0.50-6.7%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-04-16.
0001213900-25-032239
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-04-15.
0001213900-26-044121
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 204 previous paragraphs and 207 current paragraphs.
67 unchanged; 114 reworded; 25 added; 22 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 45 previous and 48 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (25)
Current report
As of December 31, 2025, the Company had approximately $214,000 in cash. Additionally, the Company has a $7 million line of credit from an affiliate of Harry You, of which approximately $6.0 million has been borrowed as of December 31, 2025. The Company has adjusted certain operational and production activities in order to align with the available funding and intends to seek additional sources of capital to support its operational and commercialization activities. RET’s management continues to invest in research and development activities to enhance the performance and application of its AEI systems, including ongoing testing and development related to rain and snowfall generation, fog dispersion and other atmospheric applications. During 2025, the Company also manufactured and deployed additional systems and incurred costs associated with system production, installation, monitoring and operational support. RET’s business and its future plans for expansion are capital-intensive and the specific timing of cash inflows and outflows may fluctuate substantially from period to period. However, we cannot assure you we will be able to obtain additional capital for our future business plan.
Current report
We have a history of operating losses, limited cash resources and substantial doubt exists about our ability to continue as a going concern.
Current report
We are an early-stage company with a limited operating history and have not yet generated significant revenue from operations. As of December 31, 2025, we had approximately $214,000 in cash and a working capital deficit of approximately $13.0 million. We expect to continue to incur operating losses as we continue developing, deploying and evaluating our AEI technology.
Current report
Our ability to continue as a going concern depends on our ability to obtain additional financing, generate revenue and manage operating expenses. We have historically relied on related-party financing arrangements, including borrowings under our line of credit, and we have used a substantial portion of the available capacity under such arrangements. There can be no assurance that additional funding will be available on acceptable terms, or at all. If we are unable to obtain additional financing or generate sufficient revenue, we may be required to delay, reduce or discontinue certain operations, manufacturing activities installations or development activities, which could materially adversely affect our business, financial condition and results of operations.
Current report
We have identified material weaknesses in our internal control over financial reporting. Such material weaknesses could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner, could result in the loss of investor confidence, listing deficiencies or delisting from Nasdaq and litigation and adversely affect the trading of our securities.
Current report
This Annual Report includes a restatement of our previously issued unaudited condensed consolidated financial statements contained in our (i) Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2025, filed with the SEC on May 15, 2025, and (ii) Quarterly Report on Form 10-Q as of and for the three and six months ended June 30, 2025, filed with the SEC on August 14, 2025. As described elsewhere in this Annual Report, the Company should have recorded the premium financing agreement in connection with its insurance policy as a liability, with an offset to prepaid expenses, upon its execution in January 2025. The error was identified as part of the preparation of the Company’s consolidated financial statements for the year ended December 31, 2025. As a result, our management has concluded that a material weakness existed in the Company’s internal control over financial reporting as of December 31, 2025, and that the Company’s disclosure controls and procedures were ineffective as of December 31, 2025. See “Item 9A—Controls and Procedures” within this Annual Report for a description of these matters.
Current report
The Company intends to take steps to remediate this material weakness, including enhancing its internal controls over the accounting and review of recurring transactions, including insurance premium financing arrangements. Specifically, the Company plans to improve its accounting policies and implement a review control as part of the period-end close process to ensure such transactions are appropriately identified, evaluated, and recorded in accordance with U.S. GAAP. While the Company is committed to remediation, there can be no assurance that these measures will be sufficient. For a discussion of management’s consideration of the material weakness identified related to the accounting for financed insurance premiums, see “Note 2—Restatement of Previously Issued Financial Statements” to the accompanying consolidated financial statements, as well as “Item 9A—Controls and Procedures” included in this Annual Report.
Current report
Commercial applications of AEI technology are still at the early stages of development, and further development and testing will be required to determine its technical feasibility and commercial viability across different atmospheric conditions and geographies. While RET has conducted pilot deployments and has publicly reported preliminary observations and early indications from certain field installations, these observations are not conclusive and may not be predictive of future performance. The scientific community continues to evaluate the effectiveness of various weather modification approaches, and attributing changes in precipitation to any intervention is complex due to the variability of weather systems, measurement limitations, and the need for statistically rigorous study designs. Accordingly, there can be no assurance that AEI technologies, including RET’s platform, will produce statistically significant, repeatable, or commercially viable results.
Current report
RET’s AEI technology is still being evaluated through pilot deployments and ongoing testing, and we face challenges in demonstrating consistent and repeatable rain and snowfall generation. If RET cannot successfully overcome those barriers, its business will be negatively impacted and could fail.
Current report
Rain and snowfall generation is a difficult undertaking. There are significant engineering, technology, operational and climatological challenges that RET must overcome to deliver consistent results with its platform. RET remains in an early stage of commercial deployment and faces significant challenges in further developing and scaling its rain and snowfall generation platform and in producing the necessary technology and machines in commercial volumes. While RET has installed and deployed several systems and has reported preliminary observations from certain field deployments, these results remain subject to further validation and may not be repeatable across different atmospheric conditions or geographies. The effectiveness of rain and snowfall generation technologies can vary significantly depending on atmospheric conditions, geographic factors and other variables that may be beyond the Company’s control.
Current report
RET will need to develop the manufacturing process necessary to make AEI technology at scale. While RET has manufactured and deployed systems and currently maintains its inventory of certain components and systems, the Company must continue to refine and expand its manufacturing capabilities to support large scale deployments and future demands. In the future, RET may evaluate or explore additional manufacturing approaches, including expanding production capabilities or working with additional manufacturing partners, in order to mitigate potential supply constraints or manufacturing lead times. However, such arrangements may not be successfully implemented or may introduce additional operational, logistical or quality control risks.
Current report
If RET is not able to effectively manage these manufacturing hurdles in building its technology, RET’s ability to deploy systems and meet customer demand may be limited.
Current report
If we are unable to develop, access or effectively integrate artificial intelligence (“AI”) and advanced analytics capabilities in the future, or if we face increased costs, regulatory scrutiny or cybersecurity risks associated with AI, our competitiveness, operations and prospects could be adversely affected.
Current report
We currently do not have developed or deployed AI for rainfall predictability, targeting or operational decision-making, and any future use of AI would require significant investment, access to high-quality data, specialized personnel, third-party tools and infrastructure, and extensive testing and validation. Competitors or potential partners may develop or deploy AI-enabled forecasting, measurement, automation or optimization capabilities more quickly or effectively than we do, which could reduce demand for our services, increase pricing pressure, or limit our ability to differentiate our offerings.
Current report
If we pursue AI-related initiatives in the future, we may experience operational risks, including model or data errors, limitations in predictive performance, integration challenges with hardware and software controls, and difficulties establishing appropriate governance, documentation and internal controls.
Current report
In addition, AI-related laws, regulations and standards are rapidly evolving in the United States and internationally and may impose new compliance obligations, require additional disclosures, restrict certain uses of data, or increase the risk of investigations, enforcement actions, litigation or reputational harm, including scrutiny of public statements regarding AI capabilities.
Current report
AI initiatives may also increase our cybersecurity and data protection risks. The use of third-party AI tools or cloud-based services, the collection and processing of weather and operational data, and the potential for adversarial attacks, data poisoning, model theft, or unauthorized access could expose us to business interruption, loss of proprietary information, regulatory inquiries, contractual liability, and reputational damage. Any of these risks could materially adversely affect our business, financial condition and results of operations.
Current report
On August 19, 2025, the Company received a notice (the “Notice”) from the Staff indicating that the Company had not regained compliance with either the MVLS Rule or the MVPHS Rule and, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s securities would be subject to suspension and delisting from The Nasdaq Global Market at the opening of business on August 28, 2025.
Current report
The Company submitted its timely request for a hearing before the Panel on August 21, 2025, to request additional time to regain compliance with the MVLS Rule and the MVPHS Rule. As part of the compliance plan submitted to the Panel, the Company requested a transfer of its listing from the Nasdaq Global Market to the Nasdaq Capital Market. A hearing before the Panel was held on September 18, 2025 and on October 14, 2025, the Panel granted the Company’s request for continued listing on Nasdaq, subject to the Company’s application to transfer its listing from the Nasdaq Global Market to the Nasdaq Capital Market on or before October 20, 2025, and its demonstration of compliance with all listing rules of the Nasdaq Capital Market on or before October 31, 2025.
Current report
The Company applied for listing on the Nasdaq Capital Market and demonstrated compliance with all of the listing rules of the Nasdaq Capital Market, and Nasdaq approved the listing of the Company’s securities on the Nasdaq Capital Market. In connection with the approval of the Company’s application, the listing qualifications staff of Nasdaq indicated that the Company’s previously disclosed deficiencies were cured.
Current report
On February 18, 2026, the Company received an additional notice from the Listing Qualifications Staff of Nasdaq indicating that, for the 30 consecutive business days ended February 14, 2026, the Company’s market value of listed securities had again fallen below the minimum $35,000,000 requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2). In accordance with Nasdaq rules, the Company has been provided a compliance period of 180 calendar days, or until August 17, 2026, to regain compliance with this requirement. There can be no assurance that the Company will be able to regain compliance with the applicable Nasdaq listing standards within the compliance period or maintain compliance thereafter.
Current report
Holdco is subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the Securities Act. These rules, regulations and requirements are extensive. We incur significant costs associated with our public company corporate governance and reporting requirements. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting.
Current report
As previously disclosed, we have identified material weaknesses in our internal control over financial reporting. For additional information, see “Item 9A—Controls and Procedures” in this Annual Report.
Current report
In order to improve our disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight is required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. We may need to hire more corporate employees to comply with these requirements or engage outside consultants, which would increase our costs and expenses.
Removed paragraphs (22)
Previous report
As of December 31, 2024, after Closing, the Company had approximately $37,000 in cash. Additionally, the Company has a $7 million line of credit from an affiliate of Harry You, of which $839,000 has been borrowed as of the date of this Annual Report. The Company has adjusted production ramp-up in order to align with the available funding. RWT’s management has determined that the RWT system’s design is complete, requiring no additional R&D in the near-term, and that the main cash requirement for operations in the next 12 months will be production cost of additional units, staffing and operations. The Company’s management determined that the Company has access to funds under the Loan Agreement, and the affiliate of Harry You has the financial ability to provide such funds, that are sufficient to fund the working capital needs of the Company over the next 12 months from the date of issuance of this Annual Report. However, RWT expects to require additional capital to pursue its business objectives in the future. RWT’s business and its future plans for expansion are capital-intensive and the specific timing of cash inflows and outflows may fluctuate substantially from period to period. However, we cannot assure you that the Company will be able to obtain additional capital for its five-year business plan.
Previous report
We have identified a material weakness in our internal control over financial reporting as of and for the year ended December 31, 2023 and determined that it had not been remediated as of December 31, 2024. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
Previous report
Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
Previous report
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.
Previous report
We intend to take steps to remediate this material weakness, including plans to hire or engage a specialist to assist in the preparation of the income tax provision and disclosures. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
Previous report
We can give no assurance that the measures that Holdco plans to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. Holdco is required, pursuant to Section 404 of the Sarbanes-Oxley Act, to annually furnish a report by management on, among other things, the effectiveness of its internal control over financial reporting. This assessment needs to include disclosure of any material weaknesses identified by Holdco’s management in its internal control over financial reporting. Holdco is required to disclose changes made in its internal control and procedures on a quarterly basis. To comply with the requirements of being a public company, Holdco may need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff. If Holdco is unable to hire the additional accounting and internal audit staff necessary to comply with these requirements, Holdco may need to retain additional outside consultants. If Holdco is unable to conclude that its internal controls over financial reporting are effective, investors may lose confidence in Holdco’s financial reporting, which could negatively impact the price of Holdco’s securities.
Previous report
We may face litigation and other risks as a result of the restatement of RWT’s pre-merger audited consolidated financial statements and the material weakness in RWT’s internal control over financial reporting.
Previous report
RWT’s management and its board of directors concluded that it was appropriate to restate RWT’s pre-merger previously issued and audited consolidated financial statements as of and for the year ended December 31, 2023. As discussed in “Note 2” of RWT’s audited consolidated financial statements including in the prospectus filed with the SEC on December 12, 2024, RWT identified a material weakness in its internal controls over financial reporting regarding the calculation of deferred tax assets and disclosure of income taxes in accordance with FASB ASC 740.
Previous report
Commercial applications of ionization rainfall generation technology are still at the initial stages of development, and further development and extensive testing will be required to determine its technical feasibility and commercial viability. The scientific community continues to debate whether rainfall generation technology has been able to produce statistically significant results in augmenting rainfall or other types of precipitation, with some authors suggesting that it remains a “pseudo-science”, whereas other authors have found statistically meaningful results. At this point in time, given the complexities of attributing increased precipitation to weather modification technologies, scientists have neither conclusively proven nor disproven that ionization rainfall generation technologies and/or other types of weather modification technologies augment and optimize precipitation.
Previous report
RWT has not demonstrated it can develop rainfall generation technology and faces barriers in replicating meaningful rainfall generation. If RWT cannot successfully overcome those barriers, its business will be negatively impacted and could fail.
Previous report
RWT will need to develop the manufacturing process necessary to make rainfall generation technology in high volume. RWT has not yet devised or validated a manufacturing process or acquired the tools or processes that may be necessary to produce rainfall generation technology that meets all commercial requirements. If RWT is not able to overcome these manufacturing hurdles in building its technology, RWT’s business is likely to fail.
Previous report
In accordance with Nasdaq Listing Rule 5810(c)(3)(C), we have been provided an initial period of 180 calendar days, or until August 18, 2025 (the “MVLS Compliance Period”), by which we have to regain compliance with the MVLS Rule. To regain compliance, Holdco’s MVLS must close at or above $50,000,000 for a minimum of ten consecutive business days during the MVLS Compliance Period. The MVLS Notice further notes that if Holdco is unable to satisfy the MVLS requirement prior to such date, we may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that we then satisfies the requirements for continued listing on that market).
Previous report
If Holdco does not regain compliance by the end of the MVLS Compliance Period, Nasdaq staff will provide written notice to us that our securities are subject to delisting. At that time, Holdco may appeal any such delisting determination to a hearings panel.
Previous report
In accordance with Nasdaq Listing Rule 5810(c)(3)(D), we have been provided an initial period of 180 calendar days, or until August 18, 2025 (the “MVLS Compliance Period”), by which we have to regain compliance with the MVPHS Rule. To regain compliance, the Company’s MVPHS must close at or above $15,000,000 for a minimum of ten consecutive business days during the MVPHS Compliance Period. The MVPHS Notice further notes that if Holdco is unable to satisfy the MVPHS requirement prior to such date, we may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that Holdco then satisfies the requirements for continued listing on that market).
Previous report
If Holdco does not regain compliance by the end of the MVPHS Compliance Period, Nasdaq staff will provide written notice to us that our securities are subject to delisting. At that time, Holdco may appeal any such delisting determination to a hearings panel.
Previous report
There can be no assurance that Holdco will regain and maintain compliance with the MVLS Rule and MVPHS Rule and the other listing requirements of the Nasdaq, or that it will not be delisted. If we are not able stay in compliance with the relevant MVLS Rule and MVPHS Rule, there is a risk that our Common Stock and Warrants may be delisted from Nasdaq.
Previous report
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.
Previous report
Certain shareholders in the Company, including certain of the selling shareholders, acquired, or may acquire, shares of our Class A Common Stock at prices below the current trading price of our Class A Common Stock and may experience a positive rate of return based on the current trading price.
Previous report
Under the prospectus dated January 30, 2025, the Company registered the issuance of 5,000,000 shares of Class A Class A Common Stock, which shares are issuable upon the exercise of 5,000,000 Warrants, and the resale from time to time by the selling shareholders of up to 5,914,057 shares of Class A Common Stock. Such shares registered for resale included: (i) 2,125,540 shares of Class A Common Stock issued to the former shareholders of RWT, upon the Closing among the Company, RWT, Coliseum, Merger Sub 1, and Merger Sub 2, as consideration for their shares of Class A common stock of RWT pursuant to the terms of the Business Combination Agreement, and such shares of RWT 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 of the Company, issued to the former RWT shareholders upon the Closing as consideration for their shares of Class B common stock of RWT, and such shares of RWT 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 vested Options with an exercise price of $2.06 per share, which were issued upon the conversion of RWT’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 as consideration for former Founder Shares pursuant to the terms of the Business Combination Agreement, which were purchased by Mr. You from 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 upon the exchange of Private Placement Warrants of Coliseum pursuant to the Warrant Exchange Agreement, and such Private Placement Warrants were initially purchased at a price of $1.50 per Private Placement Warrant; (vi) 118,557 shares of Class A Common Stock issued or to be issued to the PIPE Investors pursuant to the terms of the PIPE Subscription Agreements, at a price per share of approximately $11.39; and (vii) 5,000 shares of Class A Common Stock issued to a vendor as consideration for services rendered. Depending on the price, the public shareholders may have paid significantly more than the selling shareholders for any shares or Warrants they may have purchased in the open market based on variable market price.
Previous report
Despite a significant decline in the public trading price, some of the selling shareholders named in such prospectus may still experience a positive rate of return on the shares being offered by them 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 $2.68 on April 14, 2025, upon the sale of shares of our Class A Common Stock (i) Harry You may experience a potential profit of approximately $1.68 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 $1.68 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 RWT Founders, which includes Harry You, Niccolo de Masi, and Paul Dacier or their affiliates, may experience a potential profit of approximately $0.62 per share of the Class A Common Stock issued to them upon the exchange of the RWT Class A Common Stock in the Business Combination, a potential profit of approximately $0.52 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 RWT Class B Common Stock in the Business Combination, and Harry You and Niccolo de Masi may experience a potential profit of approximately $0.62 per share of the Class A Common Stock issuable upon exercise of the Options issued to them upon the exchange of RWT options in the Business Combination, (iii) the Previous Sponsor may experience a potential profit of approximately $1.18 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 $8.71 per share of the Class A Common Stock issued in the PIPE Investment, and (v) the vendor may experience a potential profit of approximately $2.68 per share of the Class A Common Stock issued to the vendor at the Closing in consideration for services rendered.
Previous report
Public shareholders may not be able to experience the same positive rates of return on securities they purchase due to the low price at which the selling shareholders purchased their securities.
Reworded paragraphs (114)
Previous wording
Risks Relating to RWT’s Status as an Emerging Company
Current wording
Risks Relating to RET’s Status as an Emerging Company
Previous wording
RWT has a limited operating history and has not yet generated any revenues, which makes it difficult to forecast its future results of operations.
Current wording
RET has a limited operating history and has generated limited revenues to date, which makes it difficult to forecast its future results of operations.
Previous wording
As a result of RWT’s limited operating history, its ability to accurately forecast the future results of operations is limited and subject to a number of uncertainties, including RWT’s ability to plan for and model future growth. RWT’s ability to generate revenues will largely be dependent on its ability to develop and improve ionization rainfall generation technology, and market and sell its services and products. RWT’s business model is in the early stages of development and its technical roadmap may not be realized as quickly as hoped, or even at all. The development of RWT’s business model will likely require the incurrence of significant costs, while RWT’s revenues will be impacted by technological, go-to-market, and operational advancements which may not occur on the currently anticipated timetable or at all. Further, in future periods, RWT’s growth could slow or decline for a number of reasons, including but not limited to slow market acceptance, increased competition, competing technology, inability to develop, improve or effectively scale up RWT’s technology, a decrease in the growth of the overall market, government regulation, or RWT’s failure, for any reason, to continue to take advantage of growth opportunities.
Current wording
As a result of RET’s limited operating history, its ability to accurately forecast the future results of operations is limited and subject to a number of uncertainties, including RET’s ability to plan for and model future growth. RET’s ability to generate revenues will largely be dependent on its ability to develop and improve AEI technology, and market and sell its services and products. RET’s business model is in the early stages of development, and its technical roadmap may not be realized as quickly as hoped, or even at all. The development of RET’s business model will likely require the incurrence of significant costs, while RET’s revenues will be impacted by technological, go-to-market, and operational advancements which may not occur on the currently anticipated timetable or at all. Further, in future periods, RET’s growth could slow or decline for a number of reasons, including but not limited to slow market acceptance, increased competition, competing technology, inability to develop, improve or effectively scale up RET’s technology, a decrease in the growth of the overall market, government regulation, or RET’s failure, for any reason, to continue to take advantage of growth opportunities.
Previous wording
RWT will also encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If RWT’s assumptions regarding these risks and uncertainties and its future growth are incorrect or change, or if RWT does not address these risks successfully, RWT’s operating and financial results could differ materially from its expectations, and its business could suffer. RWT’s success as a business ultimately relies upon fundamental research and development breakthroughs in the coming years and decade. There is no certainty these research and development milestones will be achieved as quickly as hoped, or even at all.
Current wording
RET will also encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If RET’s assumptions regarding these risks and uncertainties and its future growth are incorrect or change, or if RET does not address these risks successfully, RET’s operating and financial results could differ materially from its expectations, and its business could suffer. RET’s success as a business ultimately relies upon continued research, development, and commercialization efforts over the coming years. There is no certainty these development milestones will be achieved as quickly as hoped, or even at all.
Previous wording
RWT expects to incur significant expenses and losses for the foreseeable future.
Current wording
RET expects to incur significant expenses and losses for the foreseeable future.
Previous wording
RWT believes that it will incur operating and net losses until it is able to grow its one-to-many business model at scale, deliver a robust, sustainable pipeline of clients and acquire long-term, multi-annual contracts. Among other things, RWT will incur ongoing expenses in connection with the design, development and manufacturing of its technology, conduct and expansion of its research and development activities, increases in its sales and marketing activities, development of its distribution infrastructure, and increases in its general and administrative functions to support its growing operations.
Current wording
RET believes that it will incur operating and net losses until it is able to grow its one-to-many business model at scale, deliver a robust, sustainable pipeline of clients and acquire long-term, multi-annual contracts. Among other things, RET will incur ongoing expenses in connection with the design, development and manufacturing of its technology, conduct and expansion of its research and development activities, increases in its sales and marketing activities, development of its distribution infrastructure, and increases in its general and administrative functions to support its growing operations.
Previous wording
RWT may find that these efforts are more expensive than it currently anticipates or that these efforts may not result in revenues, which would further increase RWT’s losses. If RWT is unable to achieve and/or sustain profitability, or if RWT is unable to achieve the growth that it expects, it could have a material effect on RWT’s business, financial condition or results of operations. RWT’s business model is unproven and may never allow it to cover its costs.
Current wording
RET may find that these efforts are more expensive than it currently anticipates or that these efforts may not result in revenues, which would further increase RET’s losses. If RET is unable to achieve and/or sustain profitability, or if RET is unable to achieve the growth that it expects, it could have a material effect on RET’s business, financial condition or results of operations. RET’s business model is unproven and may never allow it to cover its costs.
Previous wording
RWT’s estimates of market opportunity and growth forecasts may prove to be inaccurate.
Current wording
RET’s estimates of market opportunity and growth forecasts may prove to be inaccurate.
Previous wording
Market opportunity estimates and growth forecasts, including those RWT has generated itself, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. RWT’s business plan assumes a strong sales pipeline of actionable client targets that can be converted to revenue-generating clients beginning in 2025. However, RWT does not currently have clients, and the variables that go into the calculation of RWT’s client acquisition forecasts are subject to change over time. There is no guarantee that any particular number or percentage of clients or companies covered by its estimates will purchase its products at all or generate any particular level of revenue for RWT. Any growth of RWT’s business depends on a number of factors, including the cost, performance, and perceived value associated with its technology.
Current wording
Market opportunity estimates and growth forecasts, including those RET has generated itself, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. RET’s business plan assumes a strong sales pipeline of actionable client targets that can be converted to revenue-generating clients. However, RET currently has limited commercial engagements and is in the early stages of deploying pilot projects and evaluation programs with certain public and research stakeholders, and the variables that go into the calculation of RET’s client acquisition forecasts are subject to change over time. There is no guarantee that any particular number or percentage of clients or companies covered by its estimates will purchase its products at all or generate any particular level of revenue for RET. Any growth of RET’s business depends on a number of factors, including the cost, performance, and perceived value associated with its technology.
Previous wording
RWT’s success will also depend upon its ability to expand, scale its operations, and increase its sales capability. RWT’s business model allows for affordable installation and manufacturing costs, expected to initially be approximately $280,000 per system, which price point will allow clients to be “laddered up” with a “land and expand” sales strategy, which will also involve continued involvement with RWT as it expects to be the sole operator for its rainfall generation services. The all-in cost is expected to be approximately $425,000 that includes labor, a meteorologist and other related costs. However, RWT has not implemented such strategy with any clients as of the date of this Annual Report, and cannot assure you that it will be successful. Further, unforeseen issues associated with scaling up the technology at commercially viable levels could negatively impact RWT’s business, financial condition and results of operations.
Current wording
RET’s success will also depend upon its ability to expand, scale its operations, and increase its sales capability. RET’s business model allows for affordable installation and manufacturing costs, expected to initially be approximately $280,000 per system, which 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. The all-in cost per system is expected to be approximately $425,000, which includes labor, a meteorologist, installation and manufacturing costs. However, RET is currently deploying and evaluating its systems through pilot projects and collaborative programs designed to measure potential rainfall enhancement and other atmospheric effects, but has not implemented such strategy with any revenue-generating clients as of the date of this Annual Report, and cannot assure you that it will be successful. Further, unforeseen issues associated with scaling up the technology at commercially viable levels could negatively impact RET’s business, financial condition and results of operations.
Previous wording
RWT’s growth is dependent upon its ability to successfully support and service its clients.
Current wording
RET’s growth is dependent upon its ability to successfully support and service its clients.
Previous wording
Because RWT’s platform is expected to be unique in certain respects, its future clients will require particular support and service functions, some of which are not currently available, and may never be available. If RWT is unable to attract and retain the service and support staff needed in its client locations, it may not be able to successfully launch pilot projects or support and maintain the installation and operation of projects that have been sold. If RWT experiences delays in adding such support capacity or servicing its future clients efficiently, or experiences unforeseen issues with the reliability of its platform, it could overburden RWT’s servicing and support capabilities. Similarly, increasing the number of RWT products and services would require it to rapidly increase the availability of these services. Failure to adequately support and service its future clients may inhibit RWT’s growth and ability to expand.
Current wording
Because RET’s platform is expected to be unique in certain respects, its future clients will require support and service functions, some of which are not currently available, and may never be available. If RET is unable to attract and retain the service and support staff needed in its client locations, it may not be able to successfully launch pilot projects or support and maintain the installation and operation of projects that have been sold. If RET experiences delays in adding such support capacity or servicing its future clients efficiently, or experiences unforeseen issues with the reliability of its platform, it could overburden RET’s servicing and support capabilities. Similarly, increasing the number of RET products and services would require it to rapidly increase the availability of these services. Failure to adequately support and service its future clients may inhibit RET’s growth and ability to expand.
Previous wording
RWT’s failure to manage growth effectively could harm its business, results of operations and financial condition. RWT anticipates that a period of significant expansion will be required to address potential growth. This expansion will place a significant strain on RWT’s management, operational and financial resources. Expansion will require significant cash investments and management resources and there is no guarantee that they will generate additional sales of RWT’s products or services, or that RWT will be able to avoid cost overruns or be able to hire additional personnel to support them. In addition, RWT will also need to ensure its compliance with regulatory requirements in various jurisdictions applicable to the sale, installation and servicing of its products. To manage the growth of its operations and personnel, RWT must establish appropriate and scalable operational and financial systems, procedures and controls and establish and maintain a qualified finance, administrative and operations staff. RWT may be unable to acquire the necessary capabilities and personnel required to manage growth or to identify, manage and exploit potential strategic relationships and market opportunities.
Current wording
RET’s failure to manage growth effectively could harm its business, results of operations and financial condition. RET anticipates that a period of significant expansion will be required to address potential growth. This expansion will place a significant strain on RET’s management, operational and financial resources. Expansion will require significant cash investments and management resources and there is no guarantee that they will generate additional sales of RET’s products or services, or that RET will be able to avoid cost overruns or be able to hire additional personnel to support them. In addition, RET will also need to ensure its compliance with regulatory requirements in various jurisdictions applicable to the sale, installation and servicing of its products. To manage the growth of its operations and personnel, RET must establish appropriate and scalable operational and financial systems, procedures and controls and establish and maintain a qualified finance, administrative and operations staff. RET may be unable to acquire the necessary capabilities and personnel required to manage growth or to identify, manage and exploit potential strategic relationships and market opportunities.
Previous wording
RWT 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.
Current wording
RET 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.
Previous wording
RWT will need additional capital to pursue its business objectives. RWT’s business and its future plans for expansion are capital-intensive and the specific timing of cash inflows and outflows may fluctuate substantially from period to period. RWT management currently estimates approximately $6.3 million and approximately $62 million in expenses for its one-year and five-year business plan.
Current wording
RET will need additional capital to pursue its business objectives. RET’s business and its future plans for expansion are capital-intensive and the specific timing of cash inflows and outflows may fluctuate substantially from period to period.
Previous wording
RWT’s operating plan may change because of factors currently unknown, and RWT may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations. Such financings may result in dilution to stockholders, issuance of securities with priority as to liquidation and dividend and other rights more favorable than common stock, imposition of debt covenants and repayment obligations or other restrictions that may adversely affect its business. In addition, RWT may seek additional capital due to favorable market conditions or strategic considerations even if it believes that it has sufficient funds for current or future operating plans. There can be no assurance that financing will be available to RWT on favorable terms, or at all. The inability to obtain financing when needed may make it more difficult for RWT to operate its business or implement its growth plans.
Current wording
RET’s operating plan may change because of factors currently unknown, and RET may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations. Such financings may result in dilution to stockholders, issuance of securities with priority as to liquidation and dividend and other rights more favorable than common stock, imposition of debt covenants and repayment obligations or other restrictions that may adversely affect its business. In addition, RET may seek additional capital due to favorable market conditions or strategic considerations even if it believes that it has sufficient funds for current or future operating plans. There can be no assurance that financing will be available to RET on favorable terms, or at all. The inability to obtain financing when needed may make it more difficult for RET to operate its business or implement its growth plans.
Previous wording
There are many risks and uncertainties that may affect RWT’s operations, performance, development and results. Many of these risks are beyond RWT’s control. The following is a description of the important risk factors that may affect RWT’s business and industry. If any of these risks were to actually occur, RWT’s business, financial condition or results of operations could be materially adversely affected. Additional risks and uncertainties not currently known to RWT or that RWT currently considers to be immaterial may also materially adversely affect its business, financial condition or results of operations.
Current wording
There are many risks and uncertainties that may affect RET’s operations, performance, development and results. Many of these risks are beyond RET’s control. The following is a description of the important risk factors that may affect RET’s business and industry. If any of these risks were to actually occur, RET’s business, financial condition or results of operations could be materially adversely affected. Additional risks and uncertainties not currently known to RET or that RET currently considers to be immaterial may also materially adversely affect its business, financial condition or results of operations.
Previous wording
We have identified a material weakness in our internal control over financial reporting as of and for the year ended December 31, 2023 regarding the calculation of deferred tax assets and disclosure of income taxes in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Classification (“ASC”) Topic 740, “Income Taxes.”. This misstatement led to a change in accounting for the correction of the error in calculating the gross deferred tax asset and the offsetting valuation allowance, as well as the omission of certain income tax disclosures. However, it did not impact RWT’s liquidity, cash flows, or operating costs during the period covered by RWT’s audited consolidated financial statements. RWT’s management determined that the material weakness had not been remediated as of December 31, 2024. For a discussion of management’s consideration of the material weakness identified related to such issues, see “Note 2” of RWT’s audited consolidated financial statements including in the prospectus filed with the SEC on December 12, 2024.
Current wording
We previously identified a material weakness in our internal control over financial reporting as of and for the year ended December 31, 2023, regarding the calculation of deferred tax assets and disclosure of income taxes in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Classification (“ASC”) Topic 740, “Income Taxes.” This misstatement led to a change in accounting for the correction of the error in calculating the gross deferred tax asset and the offsetting valuation allowance, as well as the omission of certain income tax disclosures. However, it did not impact RET’s liquidity, cash flows, or operating costs during the period covered by RET’s audited consolidated financial statements. During 2024 and 2025, management implemented remediation measures designed to address this material weakness, including enhancing internal review procedures and engaging external specialists to assist with the preparation and review of the income tax provision and related disclosures. Based on these actions and management’s evaluation of the related controls, management concluded that such material weakness was remediated as of December 31, 2025.
Previous wording
Efforts to remediate this material weakness may not be effective or prevent any future material weakness or significant deficiency in Holdco’s internal control over financial reporting. If Holdco’s efforts are not successful or other material weaknesses or control deficiencies occur in the future, Holdco may be unable to report its financial results accurately on a timely basis, which could cause Holdco’s reported financial results to be materially misstated and result in the loss of investor confidence and cause the market price of the Class A Common Stock to decline. Ineffective internal controls could also cause investors to lose confidence in Holdco’s reported financial information, which could have a negative effect on the trading price of its stock. Failure to implement and maintain effective internal controls over financial reporting could also subject Holdco to potential delisting from Nasdaq or any other stock exchange on which its stock is listed or to other regulatory investigations and civil or criminal sanctions.
Current wording
We cannot assure you that we won’t identify further material weaknesses or control deficiencies in the future. Our current and potential future material weaknesses may cause us to be unable to report our financial results accurately and on a timely basis, which could cause our reported financial results to be materially misstated and result in the loss of investor confidence and cause the market price of our Class A common stock to decline. Failure to implement and maintain effective internal controls over financial reporting could also subject the Company to potential delisting from Nasdaq or any other stock exchange on which our stock is listed or to other regulatory investigations and civil or criminal sanctions.
Previous wording
As a result of such material weakness, the restatement and other matters raised or that may in the future be raised by the SEC, RWT incurred additional costs, including increased accounting and legal fees, and RWT faces (and RWT and Holdco following the Business Combination face) potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, or other claims arising from the restatement and material weaknesses in RWT’s internal control over financial reporting and the preparation of RWT’s consolidated financial statements. As of the date of Annual Report, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on the business of Holdco and its results of operations and financial condition.
Current wording
We also face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Annual Report, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business and results of operations and financial condition.
Previous wording
RWT can provide no assurance of the effectiveness and success of ionization rainfall generation technology in increasing precipitation.
Current wording
RET can provide no assurance of the effectiveness and success of AEI technology in increasing precipitation.
Previous wording
RWT’s success will depend on its ability to prove and demonstrate, to potential clients and the broader community, scientific and technological advances and to translate such advances into commercially competitive products. Failure can occur at any stage of the process. If the development of this technology is not successful or the market is not convinced that ionization rainfall generation technologies lead to demonstrable results, RWT may invest substantial amounts of time and money without developing revenue-producing products. As RWT eventually enters into more robust development and trials of the technology, the data and results generated may not be as compelling as earlier results in previous trials done by third parties.
Current wording
RET’s success will depend on its ability to prove and demonstrate, to potential clients and the broader community, scientific and technological advances and to translate such advances into commercially competitive products. Failure can occur at any stage of rain and snowfall generation development, deployment, measurement, or commercialization. As RET expands its pilot programs and data collection efforts, results may vary by location, season, and weather pattern, and the data and results generated may not be as compelling as earlier results in previous trials done by third parties.
Previous wording
In light of the unproven technology involved and the other factors described elsewhere in this Annual Report, there can be no assurance that RWT will be able to successfully complete the development, commercialization or marketing of any new technology or products which could materially harm its business, results of operations and prospects.
Current wording
In light of the developing and evolving technology involved and the other factors described elsewhere in this Annual Report, there can be no assurance that RET will be able to successfully complete the development, commercialization or marketing of any new technology or products which could materially harm its business, results of operations and prospects.
Previous wording
Rainfall generation is a difficult undertaking. There are significant engineering, technology, operational and climatological challenges that RWT must overcome to deliver consistent results with its platform. RWT is in the development stage and faces significant challenges in the development of its rainfall generation platform and in producing the necessary technology and machines in commercial volumes. Some of the development challenges that could prevent the introduction of RWT’s technology include, but are not limited to, failure to: find scalable ways to secure real estate to set up and operate trials, secure paying client engagements, hire key team members with relevant water expertise, address any and all permitting requirements, establish prototyping scalability and bespoke supply chains, find adequate construction partners, and grow, create and train a productive sales force. Additionally, RWT may fail to achieve a high degree of repeat success in rainfall generation, which could lead to a failure to ensure client retention. RWT may also fail to realize the potential of rainfall generation technology.
Current wording
Some of the development challenges that could prevent the successful commercialization of RET’s technology include, but are not limited to, failure to: find scalable ways to secure real estate to set up and operate trials, secure commercial client engagements, hire key team members with relevant water expertise, address any and all permitting requirements, establish prototyping scalability and bespoke supply chains, find adequate construction partners, and grow, create and train a productive sales force. Additionally, RET may fail to achieve a high degree of repeat success in rain and snowfall generation, which could lead to a failure to ensure client retention or to generate sustainable commercial demand for its technology. RET may also fail to realize the potential of AEI technology or other weather modification applications that it seeks to develop.
Previous wording
RWT has not demonstrated it can market and sell its rainfall generation technology and faces market barriers to entry that it may not be able to overcome.
Current wording
RET has not demonstrated it can market and sell its AEI technology and faces market barriers to entry that it may not be able to overcome.
Previous wording
RWT’s rain enhancement ionization technology is not widely adopted or accepted in the market. RWT may face difficulties overcoming skepticism about its ability to create rain, or creating too much rain, or taking rain away from areas where it could naturally fall. RWT may need to educate the market to develop a broader understanding and acceptance of the science underlying the technology, as well as convince clients that the benefits justify the investment and costs of implementing its technology. RWT faces further challenges to streamline its go-to-market strategy, integrate its technology with other products and services, build its brand and engender loyalty while improving the core technology offering.
Current wording
RET’s rain enhancement ionization technology is not widely adopted or accepted in the market. RET may face difficulties overcoming skepticism about its ability to create rain, or creating too much rain, or taking rain away from areas where it could naturally fall. RET may need to educate the market to develop a broader understanding and acceptance of the science underlying the technology, as well as convince clients that the benefits justify the investment and costs of implementing its technology. RET faces further challenges to streamline its go-to-market strategy, integrate its technology with other products and services, build its brand and engender loyalty while improving the core technology offering.
Previous wording
RWT may not be able to manufacture its technology at the pace, scale and volume needed to generate and meet market demand.
Current wording
RET may not be able to manufacture its technology at the pace, scale and volume needed to generate and meet market demand.
Previous wording
Even if RWT completes development and achieves volume production of its platform, if the cost, performance characteristics or other specifications of the rainfall generation technology fall short of RWT’s projections, RWT’s business, financial condition and results of operations would be adversely affected.
Current wording
Even if RET successfully increases production capacity, if the cost, performance characteristics or other specifications of the AEI technology fall short of RET’s projections, RET’s business, financial condition and results of operations would be adversely affected.
Previous wording
Additionally, developing manufacturing techniques to produce the volume required to achieve forecasted production could hinder profitability in the future. If RWT’s technology fails to achieve a broad advantage in generating rainfall, its business, financial condition and future prospects may be harmed.
Current wording
Additionally, developing manufacturing techniques to produce the volumes required to achieve forecasted production levels may require significant investment and capital and could negatively impact margins or profitability in the future. If RET’s technology fails to achieve a broad advantage in generating rainfall, its business, financial condition and future prospects may be harmed.
Previous wording
The markets for rainfall generation-related products are in nascent stages, and RWT may have limited opportunities to license our technologies or sell its products.
Current wording
The markets for rain and snowfall generation-related products are in nascent stages, and RET may have limited opportunities to license our technologies or sell its products.
Previous wording
The rainfall generation industry is in the early stage of commercializing rainfall generation technology. Skepticism around the efficacy of the technology’s ability to enhance rainfall has hindered previous adoption.
Current wording
The rain and snowfall generation industry is in the early stage of commercializing AEI technology. Skepticism around the efficacy of the technology’s ability to enhance rainfall has hindered previous adoption.
Previous wording
RWT’s success will depend upon its ability to expand, scale its operations, and increase its sales capability, which may take longer or be more expensive than expected. Unforeseen issues associated with scaling up and constructing RWT’s technology at commercially viable levels could negatively impact RWT’s business, financial condition and results of operations. RWT’s growth is dependent upon its ability to successfully market and sell rainfall generation technology. RWT does not have experience with the mass distribution and sale of rainfall generation technology. Its growth and long-term success will depend upon the development of its sales and delivery capabilities.
Current wording
RET’s success will depend upon its ability to expand, scale its operations, and increase its sales capability, which may take longer or be more expensive than expected. Unforeseen issues associated with scaling up and constructing RET’s technology at commercially viable levels could negatively impact RET’s business, financial condition and results of operations. RET’s growth is dependent upon its ability to successfully market and sell AEI technology. RET does not have experience with the mass distribution and sale of AEI technology. Its growth and long-term success will depend upon the development of its sales and delivery capabilities.
Previous wording
The markets in which RWT operates are rapidly evolving to address increasing global need for reliable access to water, creating additional investment in competition. There has been significant improvement in water generation technologies such as desalination and chemical-based cloudseeding. As these markets continue to mature and new technologies and competitors enter such markets, RWT expects competition to intensify. RWT could lose market share and its revenues could decline, thereby affecting its earnings and potential for growth. In particular, although RWT does not plan to use chemicals in its manufacturing and production process, chemical-based cloudseeding companies may provide additional competition due to the maturity of chemical-based technology, more established historical operational data, stronger research groups, demonstrated effects in specific use cases, market acceptance and funding by recognized institutions.
Current wording
The markets in which RET operates are rapidly evolving to address increasing global need for reliable access to water, creating additional investment in competition. There has been significant improvement in water generation technologies such as desalination and chemical-based cloudseeding. As these markets continue to mature and new technologies and competitors enter such markets, RET expects competition to intensify. RET could lose market share and its revenues could decline, thereby affecting its earnings and potential for growth. In particular, although RET does not plan to use chemicals in its manufacturing and production process, chemical-based cloudseeding companies may provide additional competition due to the maturity of chemical-based technology, more established historical operational data, stronger research groups, demonstrated effects in specific use cases, market acceptance and funding by recognized institutions.
Previous wording
In the future, RWT’s technologies may also compete with other emerging technologies. These technologies may be less expensive and provide higher or additional performance. Companies with these competing technologies may also have greater resources. Technological change could render its technologies obsolete, and new, competitive technologies could emerge that achieve broad adoption and adversely affect the use of its technologies and intellectual property.
Current wording
In the future, RET’s technologies may also compete with other emerging technologies. These technologies may be less expensive and provide higher or additional performance. Companies with these competing technologies may also have greater resources. Technological change could render its technologies obsolete, and new, competitive technologies could emerge that achieve broad adoption and adversely affect the use of its technologies and intellectual property.
Previous wording
RWT will be dependent on its suppliers and manufacturers, and supply chain issues could delay the introduction of RWT’s product and negatively impact its business and operating results.
Current wording
RET is dependent on its suppliers and manufacturers, and supply chain issues could delay the introduction of RET’s product and negatively impact its business and operating results.
Previous wording
RWT has not yet entered into relationships with potential suppliers and manufacturers. However, when RWT enters into relationships with suppliers and manufacturers, it may face delays in the introduction of its product due to supply chain issues. The manufacture, installation, production and operation of the ionization rainfall generation technology is expected to be dependent upon third party suppliers, service providers and networks. When RWT begins contracting with suppliers and manufacturers, it may be adversely affected if it is not able to obtain the required materials, supplies and critical spare parts required to build the machinery and operate our technology.
Current wording
RET has not yet entered into relationships with potential suppliers and manufacturers. However, RET may face delays in the introduction of its product due to supply chain issues. The manufacture, installation, production and operation of the AEI technology is expected to be dependent upon third party suppliers, service providers and networks.
Previous wording
Any of the following factors (and others) could have an adverse impact on RWT’s operations:
Current wording
Any of the following factors (and others) could have an adverse impact on RET’s operations:
Previous wording
If any of the aforementioned factors were to materialize, it could cause RWT to halt production of its rainfall generation technology and/or entail higher manufacturing costs, any of which could materially adversely affect RWT’s business, operating results, and financial condition and could materially damage relationships with future clients.
Current wording
If any of the aforementioned factors were to materialize, it could cause RET to halt production of its AEI technology and/or entail higher manufacturing costs, any of which could materially adversely affect RET’s business, operating results, and financial condition and could materially damage relationships with future clients.
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Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Holdco’s Class A Common Stock and Warrants are currently listed on Nasdaq. To maintain the listing of our Class A Common Stock and Warrants on Nasdaq, we must satisfy minimum financial and other continued listing requirements and standards, including those related to the closing price of our Common Stock and Warrants.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Also on February 18, 2025, Holdco received written notice (the “MVPHS Notice”) from the Staff that for the 30 consecutive business days ended February 14, 2025, our market value of publicly held shares (“MVPHS”) closed below the $15,000,000 MVPHS threshold required for continued listing on Nasdaq under Nasdaq Listing Rule 5450(b)(2)C) (the “MVPHS Rule”).