Description of Organization and Business Operations	6 Months Ended
Jun. 30, 2026
Description of Organization and Business Operations [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations Description of Business Rain Enhancement Technologies Holdco, Inc. (the “Company” or “Holdco”) was formed in Massachusetts to develop, improve and commercialize atmospheric enhancement by ionization (AEI) technology. The Company is developing improvements to existing AEI technologies by leveraging robust measurement tools, including software monitoring technology, machine learning, rain gauges, and weather stations. Business Combination Agreement On December 31, 2024 (the “Closing Date”), Holdco, Coliseum Acquisition Corp, a Cayman Islands exempted company (“Coliseum”), Rain Enhancement Technologies, Inc., a Massachusetts corporation (“RET”), Rainwater Merger Sub 1, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Holdco (“Merger Sub 1”), and Rainwater Merger Sub 2A, Inc., a Massachusetts corporation and wholly-owned subsidiary of Coliseum (“Merger Sub 2”) consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement, dated as of June 25, 2024 (as amended on August 22, 2024, the “Business Combination Agreement”). Pursuant to the Business Combination Agreement, on the Closing Date, (i) Coliseum merged with and into Merger Sub 1, with Merger Sub 1 as the surviving company of such merger (the “SPAC Merger”) and (ii) following the SPAC Merger and as a part of the same overall transaction, Merger Sub 2 merged with and into RET, with RET as the surviving entity of such merger (the “Company Merger” and, together with the SPAC Merger, the “Mergers”), and, after giving effect to such Mergers, each of Merger Sub 1 and RET became a wholly owned subsidiary of Holdco (the time that the SPAC Merger became effective being referred to as the “SPAC Merger Effective Time,” the time that the Company Merger became effective being referred to as the “Company Merger Effective Time,” and the time after which both Mergers became effective being referred to as the “Closing”). Following the Closing, Holdco holds all of the equity interests of RET and Merger Sub 1. The Business Combination was treated as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Coliseum was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of RET issuing stock for the net assets of Coliseum, accompanied by a recapitalization. The net assets of Coliseum were stated at historical cost, with no goodwill or other intangible assets recorded. The Company’s common stock and warrants commenced trading on the Nasdaq Stock Market LLC under the symbols “RAIN” and “RAINW”, respectively, on January 2, 2025. Refer to Note 3, Business Combination, for additional details. Recent Developments Nasdaq Compliance Notices On February 18, 2025, the Company received written notice (the “MVLS Notice”) from the Listing Qualifications Staff (“Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) which notified the Company that, for the 30 consecutive business days ended February 14, 2025, the Company’s market value of listed securities (“MVLS”) closed below the $50,000,000 MVLS threshold required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Rule”). Also on February 18, 2025, the Company received written notice (the “MVPHS Notice”) from the Staff that for the 30 consecutive business days ended February 14, 2025, the Company’s market value of publicly held securities (“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”). 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. The Company timely submitted its request for a hearing before the Panel on August 21, 2025. 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 timely application to transfer its listing from the Nasdaq Global Market to the Nasdaq Capital Market and demonstrating compliance with the applicable listing requirements. The Company completed the transfer to the Nasdaq Capital Market and demonstrated compliance with the applicable listing rules. Nasdaq subsequently confirmed that the Company had regained compliance with its previously disclosed deficiencies, On February 18, 2026, the Company received an additional written notice from Nasdaq indicating that, for the 30 consecutive business days ended February 17, 2026, its MVLS had closed below the $35,000,000 minimum required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2). In accordance with Nasdaq rules, the Company has 180 calendar days, or until August 17, 2026, to regain compliance with the MVLS requirement. To regain compliance, its MVLS must close at or above $35,000,000 for a minimum of ten consecutive business days during this compliance period. The Company intends to monitor its MVLS and evaluate available options to regain compliance with Nasdaq listing standards; however, there can be no assurance that it will regain or maintain compliance within the applicable compliance period. Going Concern Consideration In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Classification (“ASC”) Subtopic 205-40, “Presentation of Financial Statements - Going Concern,” the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued. This assessment considers the Company’s current cash position, projected cash requirements, and its ability to obtain additional funding. As of June 30, 2026, the Company had approximately $33,000 in cash and had a working capital deficit of approximately $13.1 million. The Company expects to continue incurring expenses and losses as it expands its operations and commercializes its core services. The Company has historically funded its operations primarily through related-party financing arrangements, including borrowings under its line of credit with a maximum borrowing capacity of $10.0 million (see Note 7). As of June 30, 2026, approximately $1.5 million remained available under this facility. Although the Company expects to continue relying on these financing sources and projected cash flows from operations, its limited operating history and continuing operating losses raise substantial doubt about its ability to continue as a going concern. Management’s plans to address this uncertainty include continued access to related-party financing, utilizing the Company’s at-the-market offering program, reducing expenditures, and seeking additional financing through debt, equity, or a combination of both, and pursuing commercial opportunities for installation and service agreements. However, there is no assurance that such funding will be available on acceptable terms, or at all. Accordingly, management has concluded that the Company’s current liquidity is insufficient to meet its anticipated obligations, which raises substantial doubt about its ability to continue as a going concern for one year after the date the accompanying unaudited condensed consolidated financial statements are issued. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Various macroeconomic, geopolitical and regulatory uncertainties and challenges pose risks to economic conditions in the U.S. and globally, including, among others, inflationary pressures; supply chain disruptions; increased cyberattacks against U.S. companies and critical infrastructure; changes to trade and tariff, immigration, energy and other policies resulting from governmental actions; changes in interest rate policies; the Russia-Ukraine war; conflicts in the Middle East including recent military confrontations involving the United States, Israel and Iran and related regional instability; and economic conditions and tensions involving China and other global powers. Global geopolitical tensions and military conflicts have increased in recent years. These conflicts have contributed to volatility in global financial markets, disruptions in energy and commodity markets, and risks to global supply chains and international trade routes. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions, and subsequent sanctions or related actions, instability, volatility or lack of liquidity in the financial markets, could adversely affect the Company’s business, financial and operating results.

Description of Organization and Business Operations

6 Months Ended

Jun. 30, 2026

Description of Organization and Business Operations [Abstract]

Description of Organization and Business Operations

Note 1 — Description of Organization and Business Operations

Description of Business

Rain Enhancement Technologies Holdco, Inc. (the “Company” or “Holdco”) was formed in Massachusetts to develop, improve and commercialize atmospheric enhancement by ionization (AEI) technology. The Company is developing improvements to existing AEI technologies by leveraging robust measurement tools, including software monitoring technology, machine learning, rain gauges, and weather stations.

Business Combination Agreement

On December 31, 2024 (the “Closing Date”), Holdco, Coliseum Acquisition Corp, a Cayman Islands exempted company (“Coliseum”), Rain Enhancement Technologies, Inc., a Massachusetts corporation (“RET”), Rainwater Merger Sub 1, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Holdco (“Merger Sub 1”), and Rainwater Merger Sub 2A, Inc., a Massachusetts corporation and wholly-owned subsidiary of Coliseum (“Merger Sub 2”) consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement, dated as of June 25, 2024 (as amended on August 22, 2024, the “Business Combination Agreement”).

Pursuant to the Business Combination Agreement, on the Closing Date, (i) Coliseum merged with and into Merger Sub 1, with Merger Sub 1 as the surviving company of such merger (the “SPAC Merger”) and (ii) following the SPAC Merger and as a part of the same overall transaction, Merger Sub 2 merged with and into RET, with RET as the surviving entity of such merger (the “Company Merger” and, together with the SPAC Merger, the “Mergers”), and, after giving effect to such Mergers, each of Merger Sub 1 and RET became a wholly owned subsidiary of Holdco (the time that the SPAC Merger became effective being referred to as the “SPAC Merger Effective Time,” the time that the Company Merger became effective being referred to as the “Company Merger Effective Time,” and the time after which both Mergers became effective being referred to as the “Closing”). Following the Closing, Holdco holds all of the equity interests of RET and Merger Sub 1.

The Business Combination was treated as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Coliseum was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of RET issuing stock for the net assets of Coliseum, accompanied by a recapitalization. The net assets of Coliseum were stated at historical cost, with no goodwill or other intangible assets recorded.

The Company’s common stock and warrants commenced trading on the Nasdaq Stock Market LLC under the symbols “RAIN” and “RAINW”, respectively, on January 2, 2025. Refer to Note 3, Business Combination, for additional details.

Recent Developments

Nasdaq Compliance Notices

On February 18, 2025, the Company received written notice (the “MVLS Notice”) from the Listing Qualifications Staff (“Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) which notified the Company that, for the 30 consecutive business days ended February 14, 2025, the Company’s market value of listed securities (“MVLS”) closed below the $50,000,000 MVLS threshold required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Rule”). Also on February 18, 2025, the Company received written notice (the “MVPHS Notice”) from the Staff that for the 30 consecutive business days ended February 14, 2025, the Company’s market value of publicly held securities (“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”).

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. The Company timely submitted its request for a hearing before the Panel on August 21, 2025.

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 timely application to transfer its listing from the Nasdaq Global Market to the Nasdaq Capital Market and demonstrating compliance with the applicable listing requirements. The Company completed the transfer to the Nasdaq Capital Market and demonstrated compliance with the applicable listing rules. Nasdaq subsequently confirmed that the Company had regained compliance with its previously disclosed deficiencies,

On February 18, 2026, the Company received an additional written notice from Nasdaq indicating that, for the 30 consecutive business days ended February 17, 2026, its MVLS had closed below the $35,000,000 minimum required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2). In accordance with Nasdaq rules, the Company has 180 calendar days, or until August 17, 2026, to regain compliance with the MVLS requirement. To regain compliance, its MVLS must close at or above $35,000,000 for a minimum of ten consecutive business days during this compliance period. The Company intends to monitor its MVLS and evaluate available options to regain compliance with Nasdaq listing standards; however, there can be no assurance that it will regain or maintain compliance within the applicable compliance period.

Going Concern Consideration

In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Classification (“ASC”) Subtopic 205-40, “Presentation of Financial Statements - Going Concern,” the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued. This assessment considers the Company’s current cash position, projected cash requirements, and its ability to obtain additional funding.

As of June 30, 2026, the Company had approximately $33,000 in cash and had a working capital deficit of approximately $13.1 million. The Company expects to continue incurring expenses and losses as it expands its operations and commercializes its core services. The Company has historically funded its operations primarily through related-party financing arrangements, including borrowings under its line of credit with a maximum borrowing capacity of $10.0 million (see Note 7). As of June 30, 2026, approximately $1.5 million remained available under this facility. Although the Company expects to continue relying on these financing sources and projected cash flows from operations, its limited operating history and continuing operating losses raise substantial doubt about its ability to continue as a going concern.

Management’s plans to address this uncertainty include continued access to related-party financing, utilizing the Company’s at-the-market offering program, reducing expenditures, and seeking additional financing through debt, equity, or a combination of both, and pursuing commercial opportunities for installation and service agreements. However, there is no assurance that such funding will be available on acceptable terms, or at all.

Accordingly, management has concluded that the Company’s current liquidity is insufficient to meet its anticipated obligations, which raises substantial doubt about its ability to continue as a going concern for one year after the date the accompanying unaudited condensed consolidated financial statements are issued. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

Various macroeconomic, geopolitical and regulatory uncertainties and challenges pose risks to economic conditions in the U.S. and globally, including, among others, inflationary pressures; supply chain disruptions; increased cyberattacks against U.S. companies and critical infrastructure; changes to trade and tariff, immigration, energy and other policies resulting from governmental actions; changes in interest rate policies; the Russia-Ukraine war; conflicts in the Middle East including recent military confrontations involving the United States, Israel and Iran and related regional instability; and economic conditions and tensions involving China and other global powers.

Global geopolitical tensions and military conflicts have increased in recent years. These conflicts have contributed to volatility in global financial markets, disruptions in energy and commodity markets, and risks to global supply chains and international trade routes.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions, and subsequent sanctions or related actions, instability, volatility or lack of liquidity in the financial markets, could adversely affect the Company’s business, financial and operating results.