Paul T. Dacier - Dec 31, 2024 Form 3 Insider Report for Rain Enhancement Technologies Holdco, Inc. (RAIN)

Role: 10%+ Owner
Signature: /s/ Paul T. Dacier
Stock symbol: RAIN
Transactions as of: Dec 31, 2024
Transactions value $: $0
Form type: 3
Date filed: 12/31/2024, 07:47 PM
Previous filing: Jul 1, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	RAIN	Class A Common Stock						1.84M	Dec 31, 2024	By Rainwater LLC	F1, F3

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	18.5K		By Rainwater LLC	F2, F3

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

Explanation of Responses:

Id	Content
F1	In connection with the closing of the business combination ("Business Combination") between Coliseum Acquisition Corp. ("Coliseum"), Rain Enhancement Technologies, Inc. ("RET"), and Rain Enhancement Technologies Holdco, Inc. (the "Issuer"), the Reporting Person acquired 1,839,322 shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), in exchange for the shares of RET's Class A common stock, par value $0.0001 per share, held by the Reporting Person prior to the completion of the Business Combination.
F2	In connection with the closing of the Business Combination, the Reporting Person acquired 18,481 shares of the Issuer's Class B common stock, par value $0.0001 per share ("Class B Common Stock"), in exchange for the shares of RET's Class B common stock, par value $0.0001 per share, held by the Reporting Person 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.
F3	Paul T. Dacier is the sole member of Rainwater LLC and has voting and investment discretion with respect to the securities held of record by Rainwater LLC. Mr. Dacier disclaims beneficial ownership of the securities held by Rainwater LLC, except to the extent of his pecuniary interest therein.