RAIN (NASDAQ: RAIN) notifies SEC of late 10-K filing, expects to file in 15 days

Rhea-AI Filing Summary

Rain Enhancement Technologies Holdco, Inc. notified the SEC on Form 12b-25 that it cannot file its Annual Report on Form 10-K for the period ended December 31, 2025 within the prescribed time because it needs additional time to finalize financial statements. The company expects to file the Form 10-K within fifteen calendar days of the due date. The notification is signed by Oanh Truong, Interim Chief Financial Officer, dated April 1, 2026.

Key Figures

Period Ended: December 31, 2025 Expected Filing Window: 15 calendar days SEC File Number: 001-42460 +2 more

5 metrics

Period Ended December 31, 2025 Annual report period end

Expected Filing Window 15 calendar days Timeframe the company expects to file the Form 10-K

SEC File Number 001-42460 Filing identification number shown on Form 12b-25

CUSIP 75080J103 Security identifier listed on the cover of the filing

Form Signed Date April 1, 2026 Date the Form 12b-25 was signed by Interim CFO

Key Terms

Form 12b-25, Form 10-K, forward-looking statements

3 terms

Form 12b-25 regulatory

""Form 12b-25 ("Form 12b-25") contains forward-looking statements""

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Form 10-K regulatory

""Annual Report on Form 10-K for the year ended December 31, 2025""

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

forward-looking statements financial

""This Notification of Late Filing on Form 12b-25 contains forward-looking statements.""

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION	SEC FILE NUMBER
	Washington, D.C. 20549	001-42460
	FORM 12b-25	CUSIP NUMBER
		75080J103
	NOTIFICATION OF LATE FILING

(Check One):		☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
		For Period Ended: December 31, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended:

Nothing in this form shall be construed to imply that the commission has verified any information
contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Rain Enhancement Technologies Holdco, Inc.

Full Name of Registrant

Former Name if Applicable

4851 Tamiami Trail N, Suite 200

Address of Principal Executive Office (Street and Number)

Naples, FL 34103

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box if appropriate)

☒	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Rain Enhancement Technologies Holdco, Inc. (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”) by the prescribed due date because the Company requires additional time to prepare and finalize its financial statements for the year ended December 31, 2025. The Company expects to file the Form 10-K within fifteen calendar days of the due date thereof.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Oanh Truong		(714)		622-8733
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Forward Looking Statements

This Notification of Late Filing on Form 12b-25 (“Form 12b-25”) contains forward-looking statements. All statements that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the expected timing of filing the Form 10-K. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual future events, results or achievements to be materially different from the Company’s expectations and projections expressed or implied by the forward-looking statements. The important factors include, but are not limited to, the finalization of the Company’s financial statements for the fiscal year ended December 31, 2025, and the Company’s other filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this Form 12b-25 and are based on information available to the Company as of the date of this Form 12b-25, and the Company assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

2

Rain Enhancement Technologies Holdco, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 1, 2026	By:	/s/ Oanh Truong
		Oanh Truong
		Interim Chief Financial Officer

3

FAQ

What did RAIN file with the SEC?

RAIN filed a Form 12b-25 notifying the SEC it cannot timely file its Annual Report on Form 10-K for the period ended December 31, 2025. The notice explains the need for additional time to finalize the company's financial statements and sets an expected filing window.

When does RAIN expect to file the delayed 10-K?

RAIN expects to file the Form 10-K within fifteen calendar days of the prescribed due date. The Form 12b-25 specifically states this timing as the company's planned window to complete and submit the annual report.

Who signed the Form 12b-25 for RAIN?

The Form 12b-25 was signed by Oanh Truong, Interim Chief Financial Officer. The signature block shows the filing date as April 1, 2026, indicating the company authorized the late-filing notification on that date.

Why did RAIN say it could not file on time?

RAIN stated it needs additional time to prepare and finalize its 2025 financial statements. The company described the inability to file "without unreasonable effort or expense" and cited finalization of financial statements as the reason for the delay.

Does the Form 12b-25 include forward-looking statements?

Yes. The filing contains forward-looking statements about the expected timing of the Form 10-K and notes risks and uncertainties that could cause actual results to differ from expectations. The company disclaims any obligation to update those statements.