RAINWHIGH SIGNALRISK10-K

Rain Enhancement Technologies is restating financial statements due to misstatements in prepaid expenses and liabilities while experiencing severe financial deterioration with net losses doubling and significant liquidity concerns.

The company is conducting a financial restatement for "Affected Periods" due to material misstatements, which raises serious questions about internal controls and financial reporting reliability. Combined with dramatically worsening financial performance—net losses doubling to $9.1M and stockholders' equity declining to negative $12.7M—this suggests both operational struggles and potential accounting control deficiencies that pose significant risks to investors.

Comparing 2026-04-15 vs 2025-04-16View on EDGAR →
FINANCIAL ANALYSIS

The company's financial position has severely deteriorated across all key metrics, with net losses doubling from $4.5M to $9.1M and operating losses increasing 80% to $8.1M. The balance sheet shows mounting stress with stockholders' equity declining 65% to negative $12.7M, total liabilities surging 53% to $14.5M, and current assets falling 52% to just $317K against $13.3M in current liabilities. With minimal cash reserves of only $33K and operating cash flow worsening to negative $2.0M, the company faces severe liquidity constraints that threaten its viability.

FINANCIAL STATEMENT CHANGES
Capital Expenditure
Cash Flow
+2055.5%
$46K$988K

Capital expenditure jumped 2055.5% — major investment cycle underway; assess returns on deployment.

Net Income
P&L
-100.5%
-$4.5M-$9.1M

Net income declined 100.5% — review whether driven by operations, interest costs, or non-recurring items.

Operating Income
P&L
-80.6%
-$4.5M-$8.1M

Operating income deteriorated sharply — investigate whether driven by one-time charges or structural cost issues.

Stockholders Equity
Balance Sheet
-65%
-$7.7M-$12.7M

Equity declined sharply — large losses, buybacks, or write-downs reducing book value significantly.

Total Liabilities
Balance Sheet
+53.1%
$9.5M$14.5M

Liabilities grew 53.1% — significant increase in debt or obligations, assess impact on financial flexibility.

Current Assets
Balance Sheet
-51.7%
$657K$317K

Current assets declined 51.7% — monitor working capital adequacy and short-term liquidity.

Current Liabilities
Balance Sheet
+47.9%
$9.0M$13.3M

Current liabilities surged 47.9% — significant near-term obligations; verify ability to meet short-term debt.

Operating Cash Flow
Cash Flow
-47.7%
-$1.3M-$2.0M

Operating cash flow fell 47.7% — earnings quality concerns; investigate working capital changes and non-cash items.

Cash & Equivalents
Balance Sheet
-12.7%
$37K$33K

Cash decreased 12.7% — monitor burn rate and upcoming capital needs.

LANGUAGE CHANGES
NEW — 2026-04-15
PRIOR — 2025-04-16
ADDED
Exhibits and Financial Statement Schedules 73 Item 16 Form 10-K Summary 74 SIGNATURES 75 i EXPLANATORY NOTE Overview Rain Enhancement Technologies Holdco, Inc.
(the Company or Holdco ) is filing this annual report on Form 10-K for the year ended December 31, 2025 ( Form 10-K ).
This Form 10-K contains the Company s audited financial statements for the year ended December 31, 2025, and restates certain financial information from the Affected Periods (as defined below).
The misstatement affected the presentation of prepaid expenses and related liabilities in the consolidated balance sheets.
Accordingly, the Company has concluded that a restatement of the consolidated financial statements for the Affected Periods is required.
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REMOVED
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
The registrant s Class A common stock began trading on the Nasdaq Stock Market LLC on January 2, 2025.
Following the Closing, Holdco holds all of the equity interests of RWT and Merger Sub 1.
RWT expects to incur significant expenses and losses for the foreseeable future.
RWT has identified a material weakness in its 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.
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