Non-Reliance of Financial Report (Form 8-K)

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On April 11, 2026, the audit committee (the "Audit Committee") of the board of directors of Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (the "Company"), in consultation with management, determined that the Company's previously issued unaudited condensed consolidated financial statements contained in its (i) Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2025, filed with the Securities and Exchange Commission ("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 (the "Affected Periods"), should no longer be relied upon due to an error in the accounting for financed insurance premiums. The error affected the presentation of prepaid insurance and related liabilities on the Company's balance sheets for the Affected Periods. Accordingly, the Company has concluded that a restatement of the financial statements for the Affected Periods is required.

The Company obtained its liability insurance coverage for directors and officers ("D&O") effective December 31, 2024. On January 2, 2025, the Company executed an agreement with a financing company to finance $640,000 of the premium for the D&O insurance. On January 30, 2025, the down payment and first installment was paid. The Company should have recorded the premium financing agreement as a liability, with an offset to prepaid expenses, upon its execution. The Company believes that the impact of the error was that assets and liabilities were each understated by $380,800 in the first quarter Form 10-Q and by $217,600 in the second quarter Form 10-Q. The Company believes that the error only affected the balance sheets and had no impact on the statements of operations, stockholders' deficit, or cash flows for the Affected Periods. The error was identified as part of the preparation of the Company's financial statements for the year ended December 31, 2025.

The Company intends to present the restatement of certain affected line items of the unaudited condensed consolidated balance sheets as of March 31, 2025 and June 30, 2025 within the Company's forthcoming Annual Report on Form 10-K for the year ended December 31, 2025. Under this approach, the previously issued Quarterly Reports on Form 10-Q for the Affected Periods will not be amended, however, historical amounts presented in future filings will be recast to be consistent with the restatement.

In addition, the Company has evaluated the impact of the identified error on its internal control over financial reporting and disclosure controls and procedures. The Company will report material weaknesses in internal control over financial reporting related to this matter and will report that its disclosure controls and procedures were ineffective as of December 31, 2025. The Company has already commenced efforts to remediate such material weaknesses. The Company will report those material weaknesses and its remediation efforts in its forthcoming Annual Report on Form 10-K for the year ended December 31, 2025.

The Audit Committee and Company's management discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with the Company's independent registered public accounting firm, WithumSmith+Brown, PC.