Harry L. You - Dec 31, 2024 Form 3 Insider Report for Rain Enhancement Technologies Holdco, Inc. (RAIN)

Role: Director, 10%+ Owner
Signature: /s/ Harry L. You
Stock symbol: RAIN
Transactions as of: Dec 31, 2024
Transactions value $: $0
Form type: 3
Date filed: 1/3/2025, 09:06 PM
Previous filing: Dec 26, 2024
Next filing: Jan 31, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	RAIN	Class A Common Stock						650K	Dec 31, 2024	Direct	F1
holding	RAIN	Class A Common Stock						194K	Dec 31, 2024	By trust	F2, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	RAIN	Class B Common Stock							Dec 31, 2024	Class A Common Stock	23.1K	$0.00	By trust	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Prior to the closing of the business combination, these shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of Rain Enhancement Technologies Holdco, Inc. (the "Issuer"), were issued pursuant to the terms of the Business Combination Agreement, dated as of June 25, 2024, as amended on August 22, 2024 (the "Business Combination Agreement"), by and among the Issuer, Coliseum Acquisition Corp. ("Coliseum"), and Rain Enhancement Technologies, Inc. ("RET"), upon the conversion of 650,120 Coliseum Class A ordinary shares, par value $0.001 per share.
F2	Prior to the closing of the business combination, these shares of Class A Common Stock were issued pursuant to the Business Combination Agreement in exchange for the shares of RET Class A common stock, par value $0.0001 per share, held by RHY 2021 Irrevocable Trust (the "Trust") prior to the completion of the Business Combination.
F3	Prior to the closing of the business combination, these shares of the Issuer's Class B common stock, par value $0.0001 per share ("Class B Common Stock"), were issued pursuant to the Business Combination Agreement in exchange for the shares of RET Class B common stock, par value $0.0001 per share, held by the Trust prior to the completion of the Business Combination. The Class B Common Stock is convertible into shares of Class A Common Stock as described under the heading "Description of Holdco's Securities" in the Issuer's Registration Statement on Form S-4 (File No. 333-283425) and has no expiration date.
F4	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.

Remarks:

As of December 31, 2024, in connection with the consummation of the business combination pursuant to the Business Combination Agreement, the Issuer became the successor to Coliseum.