Material Agreement, Private Placement, Management Change/Compensation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On June 5, 2026, Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (the "Company"), entered into an Agreement to Convert Debt to Equity (the "Conversion Agreement") with RHY Management LLC ("RHY"), a lender to the Company and an affiliate of Harry You, the Company's Chairman and a greater than 10% shareholder. Pursuant to the Conversion Agreement, on June 5, 2026, RHY exchanged an aggregate of $4,000,000 of indebtedness owed by the Company to RHY into shares of Class A common stock, par value $0.0001 per share, of the Company (the "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 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 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 10.1 and 10.2 to this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities

The information contained in Items 1.01, 5.02 and 8.01 is incorporated by reference in this Item 3.02. The Class A Common Stock was issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506 of Regulation D promulgated under the Securities Act, as a transaction by an issuer not involving a public offering.

Following the issuance of Class A Common Stock pursuant to the Conversion Agreement and the grants of Class A Common Stock made to officers, directors, advisors, and consultants described in Items 5.02 and 8.01 below, as of June 5, 2026, there were an aggregate of 10,283,984 shares of Class A Common Stock outstanding.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 5, 2026, the Company issued 50,000 shares of Class A Comon Stock pursuant to the Rain Enhancement Technologies Holdco, Inc. 2024 Equity Incentive Plan to Oanh Truong, the Company's interim Chief Financial Officer, as consideration for Ms. Truong's services to the Company.