Rain Enhancement Technologies Holdco Inc. filed SEC Form 8-K: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
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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.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “believes,” “intends,” “will” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among others, those statements regarding the Company’s plans to file the 2025 Form 10-K and the timing thereof and the ability of the Company to identify and remediate material weaknesses in the Company’s internal control over financial reporting and related disclosure controls and procedures.
These forward-looking statements involve risks and uncertainties, and actual results could vary materially from these forward-looking statements. Factors that may cause future results to differ materially from the Company’s current expectations include, among other things, the timing and nature of the resolution of the issues discussed in this Current Report on Form 8-K, any delay in the filing of the 2025 Form 10-K, and the timing and results of the Company’s review of the effectiveness of internal control over financial reporting and related disclosure controls and procedures. The Company does not guarantee that it will actually achieve the plans, intentions or expectations disclosed in its forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. There are a number of important factors that could cause the Company’s actual results to differ materially from those indicated or implied by its forward-looking statements, including those important factors set forth under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the period ended December 31, 2024. The Company undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 14, 2026 | RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. | |
| By: | /s/ Oanh Truong | |
| Name: | Oanh Truong | |
| Title: | Interim Chief Financial Officer | |
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