{"filing":{"accession_number":"0001213900-26-102377","cik":"0002028293","ticker":"RAINW","company_name":"Rain Enhancement Technologies Holdco, Inc.","form":"8-K","filing_date":"2026-09-23","report_date":"2026-09-18","primary_document":"ea0306365-8k_rain.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2028293/000121390026102377/ea0306365-8k_rain.htm"},"events":[{"id":34499,"run_id":31744,"accession_number":"0001213900-26-102377","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"RAIN entered into a binding letter of intent on September 18, 2026, with Tensor Networks for a business combination in which Tensor Networks would become part of RAIN's publicly traded holding company. The all-stock transaction would result in Tensor Networks' equity holders owning approximately 90% of the combined company post-closing, subject to customary closing conditions including shareholder approval and Nasdaq listing approval.","company_name":"Rain Enhancement Technologies Holdco, Inc.","ticker":"RAINW","filing_date":"2026-09-23","form":"8-K","submitted_at":null,"items":[{"id":38239,"accession_number":"0001213900-26-102377","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"RAIN entered into a binding letter of intent on September 18, 2026, with Tensor Networks for a business combination that would result in Tensor Networks becoming part of RAIN's publicly traded holding company. The transaction is all-stock, with Tensor Networks' equity holders expected to own approximately 90% of the combined company post-closing. This constitutes a material acquisition/change of control transaction requiring Item 1.01 disclosure, subject to customary closing conditions including shareholder approval and Nasdaq listing approval.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T12:26:43.910572+00:00","company_name":"","ticker":null,"filing_date":""},{"id":38240,"accession_number":"0001213900-26-102377","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"RAIN and Tensor Networks announced entry into a binding letter of intent for a business combination in which Tensor Networks would become part of RAIN's publicly traded holding company. The transaction is structured as an all-stock deal with Tensor Networks' equity holders expected to own approximately 90% of the combined company's fully diluted equity post-closing. This represents a material acquisition/change of control event that would substantially alter RAIN's ownership structure and business scope, making it a core M\u0026A disclosure under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T12:26:43.910572+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":38239,"accession_number":"0001213900-26-102377","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"RAIN entered into a binding letter of intent on September 18, 2026, with Tensor Networks for a business combination that would result in Tensor Networks becoming part of RAIN's publicly traded holding company. The transaction is all-stock, with Tensor Networks' equity holders expected to own approximately 90% of the combined company post-closing. This constitutes a material acquisition/change of control transaction requiring Item 1.01 disclosure, subject to customary closing conditions including shareholder approval and Nasdaq listing approval.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T12:26:43.910572+00:00","company_name":"Rain Enhancement Technologies Holdco, Inc.","ticker":"RAINW","filing_date":"2026-09-23"},{"id":38240,"accession_number":"0001213900-26-102377","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"RAIN and Tensor Networks announced entry into a binding letter of intent for a business combination in which Tensor Networks would become part of RAIN's publicly traded holding company. The transaction is structured as an all-stock deal with Tensor Networks' equity holders expected to own approximately 90% of the combined company's fully diluted equity post-closing. This represents a material acquisition/change of control event that would substantially alter RAIN's ownership structure and business scope, making it a core M\u0026A disclosure under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T12:26:43.910572+00:00","company_name":"Rain Enhancement Technologies Holdco, Inc.","ticker":"RAINW","filing_date":"2026-09-23"}]}