Harry L. You boosts Rain (RAIN) stake via $4M debt-to-equity swap

Rhea-AI Filing Summary

Rain Enhancement Technologies Holdco, Inc. major shareholder Harry L. You filed Amendment No. 2 to his Schedule 13D after converting debt into additional equity. Through RHY Management LLC, he exchanged $4,000,000 of indebtedness for 1,612,903 shares of Class A common stock at $2.48 per share.

Following this transaction, he beneficially owns 4,522,347 shares of Class A common stock, representing approximately 38.52% of the class, based on 10,283,984 shares outstanding as of June 5, 2026. The new shares are subject to a lock-up that restricts transfers until the earlier of December 31, 2026 or a qualifying merger or similar transaction.

Insights

Equity ownership and capital structure analyst

Insider converts $4M debt into equity, raising stake to 38.5%.

The filing shows Harry L. You, through RHY Management LLC, converting $4,000,000 of debt owed by Rain Enhancement Technologies Holdco, Inc. into 1,612,903 Class A shares at $2.48 per share. This shifts value from a creditor claim into common equity.

After this conversion, he beneficially owns 4,522,347 shares, or about 38.52% of the Class A common stock, using 10,283,984 shares outstanding as of June 5, 2026. The structure includes directly held shares, trust holdings, an LLC, convertible Class B shares, and vested options.

The lock-up joinder restricts transfers of the newly issued shares until the earlier of December 31, 2026 or a change-of-control transaction. This limits near-term sale activity from this block; the overall impact depends on the company’s broader balance sheet and future disclosures.

Key Figures

Debt converted to equity: $4,000,000 Shares issued in conversion: 1,612,903 shares Conversion price: $2.48 per share +5 more

8 metrics

Debt converted to equity $4,000,000 Indebtedness exchanged for Class A shares on June 5, 2026

Shares issued in conversion 1,612,903 shares Class A common stock received by RHY Management LLC

Conversion price $2.48 per share Ten-day volume-weighted average price before agreement date

Total beneficial ownership 4,522,347 shares Class A shares beneficially owned by Harry L. You after transaction

Ownership percentage 38.52% Share of Class A common stock based on 10,283,984 shares outstanding

Shares outstanding 10,283,984 shares Class A common stock outstanding as of June 5, 2026

Vested options 1,433,892 options Options exercisable for 1,433,892 Class A shares held by Mr. You

Convertible Class B shares 23,101 shares Class B shares held by trust, convertible into Class A

Key Terms

Agreement to Convert Debt to Equity, lock-up agreement, beneficial ownership, volume-weighted average price, +2 more

6 terms

Agreement to Convert Debt to Equity financial

"the Issuer entered into an Agreement to Convert Debt to Equity (the "Conversion Agreement") with RHY Management"

lock-up agreement financial

"entered into a joinder to the lock-up agreement dated December 31, 2024 (the "Lock-Up Joinder")"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

beneficial ownership financial

"The aggregate number of shares of Class A Common Stock owned by the Reporting Person is 4,522,347 shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

volume-weighted average price financial

"at a price per share equal to the volume-weighted average price of the Class A Common Stock for the ten trading days"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

Schedule 13D regulatory

"This Amendment No. 2 (the "Amendment") to the (the "") filed with the (the "SEC")"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

pecuniary interest financial

"Accordingly, Mr. You may be deemed to have a pecuniary interest in the securities held by the Trust."

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Rain Enhancement Technologies Holdco, Inc.

(Name of Issuer)

Class A common stock, $0.0001 par value per share

(Title of Class of Securities)

75080J103

(CUSIP Number)

Harry L. You
1180 North Town Center Drive, Suite 100
Las Vegas, NV, 89144
702-781-4313

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 75080J103

1

Name of reporting person

Harry L. You

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,522,347.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,522,347.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,522,347.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

38.52 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Row 7, 9, and 11: Includes (i) 650,120 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of Rain Enhancement Technologies Holdco, Inc. (the "Issuer") held directly by Mr. You, (ii) 237,956 shares of Class A Common Stock held by RHY Irrevocable Trust (the "Trust"), (iii) 564,375 shares of Class A Common Stock held by Berto LLC ("Berto"), a limited liability company of which Mr. You is the sole member, (iv) 1,612,903 shares of Class A Common Stock held by RHY Management, LLC ("RHY Management"), a limited liability company of which Mr. You is the sole member, (v) 23,101 shares of the Issuer's Class B common stock, par value $0.0001 per share ("Class B Common Stock") held by the Trust, and (v) 1,433,892 shares of Class A Common Stock issuable upon the cash exercise of vested options held by Mr. You. Mr. You is the settlor and investment officer of the Trust, and his son is the beneficiary of the Trust. Accordingly, Mr. You may be deemed to have a pecuniary interest in the securities held by the Trust. Mr. You disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The Class B Common Stock is convertible into shares of Class A Common Stock as described in Exhibit 4.5 "Description of Holdco's Securities" to the Issuer's Annual Report on Form 10-K filed with the SEC on April 15, 2026, and has no expiration date. Note to Row 13: Based on 10,283,984 shares of Class A Common Stock outstanding as of June 5, 2026 according to the Current Report on Form 8-K filed by the Issuer on June 9, 2026. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, all shares subject to options held by such person were deemed outstanding if such options are currently vested or will vest within 60 days of the date of this report. These shares were not deemed outstanding, however, for the purpose of computing the percentage ownership of any other person.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A common stock, $0.0001 par value per share
(b)	Name of Issuer: Rain Enhancement Technologies Holdco, Inc.
(c)	Address of Issuer's Principal Executive Offices: 4851 Tamiami Trail N, Suite 200, Naples, FLORIDA , 34103.
Item 1 Comment: This Amendment No. 2 (the "Amendment") to the Schedule 13D (the "Schedule 13D") filed with the United States Securities and Exchange Commission (the "SEC") on January 1, 2025, as amended by Amendment No. 1 filed on January 31, 2025, by Harry L. You (the "Reporting Person") relating to the Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of Rain Enhancement Technologies Holdco, Inc. (the "Issuer"), is being filed to report the exchange of $4,000,000 of indebtedness owed by the Issuer to RHY Management, LLC ("RHY Management"), a limited liability company of which Mr. You is the sole member, into 1,612,903 shares of Class A Common Stock. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. Item 4 to the Schedule 13D is supplementally amended as follows, and Item 5 to the Schedule 13D is amended and restated as follows.
Item 4.	Purpose of Transaction
	On June 5, 2026, the Issuer entered into an Agreement to Convert Debt to Equity (the "Conversion Agreement") with RHY Management, a lender to the Issuer and entity of which the Reporting Person is the sole member. Pursuant to the Conversion Agreement, on June 5, 2026, RHY Management exchanged an aggregate of $4,000,000 of indebtedness owed by the Issuer to RHY Management into shares of Class A Common Stock at a price per share equal to the volume-weighted average price of the Class A Common Stock for the ten trading days preceding the date of the Conversion Agreement, which was $2.48 per share, for an aggregate of 1,612,903 shares of Class A Common Stock. In connection with the Conversion Agreement, on June 5, 2026, RHY Management entered into a joinder to the lock-up agreement dated December 31, 2024 (the "Lock-Up Joinder"), which provides that the shares of Class A Common Stock issued to RHY Management pursuant to the Conversion Agreement are subject to transfer restrictions until the earlier of (x) December 31, 2026 and (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company's shareholders having the right to exchange their shares of common stock for cash, securities or other property. The foregoing descriptions of the Conversion Agreement and the Lock-Up Joinder do not purport to be complete and are qualified in their entirety by the full text of the Conversion Agreement and Lock-Up Joinder, copies of which are filed as exhibits to this Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 is hereby amended and restated in its entirety as follows: The information set forth in the facing pages of this Schedule 13D with respect to the beneficial ownership of the Reporting Person is incorporated by reference into this Item 5. The aggregate number of shares of Class A Common Stock owned by the Reporting Person is 4,522,347 shares, which includes 23,101 shares of Class A Common Stock issuable upon the conversion of 23,101 shares of Class B Common Stock held by the Reporting Person which may be converted at any time and from time to time at the option of the Reporting Person and includes 1,433,892 shares of Class A Common Stock issuable upon the cash exercise of 1,433,892 Options which are fully vested. The Reporting Person's aggregate percentage of beneficial ownership is approximately 38.52%. References to percentage ownership of shares of Class A Common Stock in this Schedule 13D are based on 10,283,984 shares of Class A Common Stock outstanding as of June 5, 2026 according to the Current Report on Form 8-K filed by the Issuer on June 9, 2026.
(b)	The information set forth in the facing pages of this Schedule 13D with respect to the beneficial ownership of the Reporting Person is incorporated by reference into this Item 5.
(c)	Except for the transactions described in Item 4 of this Schedule 13D, the Reporting Person has not engaged in any transaction during the past 60 days involving the shares of Class A Common Stock of the Issuer.
(d)	To the best knowledge of the Reporting Person, no one other than the Reporting Person, or the affiliates of the Reporting Person, is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the shares of Class A Common Stock reported herein as beneficially owned by the Reporting Person.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	11. Agreement to Convert Debt to Equity, dated June 5, 2026, between Rain Enhancement Technologies Holdco, Inc. and RHY Management LLC (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on June 9, 2026). 12. Joinder to Lock-Up Agreement, dated June 5, 2026, between Rain Enhancement Technologies Holdco, Inc. and RHY Management LLC (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed on June 9, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Harry L. You

Signature:	/s/ Harry L. You
Name/Title:	Harry L. You
Date:	06/09/2026

FAQ

What did Harry L. You change in his RAIN ownership in this Schedule 13D/A?

Harry L. You increased his stake in Rain Enhancement Technologies by converting $4,000,000 of company debt into 1,612,903 Class A shares at $2.48 per share. After this move, he beneficially owns 4,522,347 Class A shares, representing about 38.52% of the class.

How many Rain Enhancement Technologies shares does Harry L. You now beneficially own?

He now beneficially owns 4,522,347 shares of Class A common stock of Rain Enhancement Technologies Holdco, Inc. This figure includes directly held shares, trust and LLC holdings, convertible Class B shares, and vested options, and represents roughly 38.52% of the Class A shares outstanding.

What are the terms of the $4,000,000 debt-to-equity conversion reported for RAIN?

RHY Management LLC, an entity solely owned by Harry L. You, exchanged $4,000,000 of indebtedness owed by Rain Enhancement Technologies for 1,612,903 Class A shares. The price per share was the ten-day volume-weighted average price of $2.48 preceding the conversion agreement date.

What lock-up restrictions apply to the new RAIN shares from the debt conversion?

The new 1,612,903 Class A shares issued to RHY Management are subject to a lock-up. Transfers are restricted until the earlier of December 31, 2026 or completion of a liquidation, merger, capital stock exchange, reorganization, or similar transaction giving all shareholders an exchange right.

How was Harry L. You’s 38.52% ownership in Rain Enhancement Technologies calculated?

His approximately 38.52% ownership is based on 10,283,984 Class A shares outstanding as of June 5, 2026. The calculation treats his vested options and convertible Class B shares as outstanding only for his own beneficial ownership, not for other shareholders’ percentages.

What entities related to Harry L. You hold RAIN securities according to this filing?

Holdings are spread across Mr. You personally, RHY Irrevocable Trust, Berto LLC, and RHY Management LLC. The trust also holds Class B shares convertible into Class A. Mr. You may be deemed to have a pecuniary interest in the trust securities, subject to the disclaimers stated.