Form 8-K

8-K — Rain Enhancement Technologies Holdco, Inc.

Accession: 0001213900-26-102377

Filed: 2026-09-23

Period: 2026-09-18

CIK: 0002028293

SIC: 3590 (MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 18, 2026

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

(Exact name of registrant as specified in its charter)

Massachusetts

001-42460

99-3527155

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

4851 Tamiami Trail N, Suite 200

Naples, FL 34103

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: 339-222-6714

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

RAIN

The Nasdaq Stock Market LLC

Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50

RAINW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 18, 2026, Rain Enhancement Technologies

Holdco, Inc. (“RAIN”) entered into a binding letter of intent (the “Binding LOI”) with Tensor Networks, Inc. (“Tensor

Networks”), a privately held developer of predictive AI technology built around the company’s “Safe AI” approach

to infrastructure security, and Harry You, RAIN’s Chairman and a greater than 10% shareholder of RAIN. The Binding LOI provides

for a business combination that would result in Tensor Networks becoming part of RAIN’s publicly traded holding company structure

upon closing. Upon closing, Rain Enhancement Technologies, Inc. (“RET”) and Tensor Networks would each continue to operate

as a wholly owned operating subsidiary of RAIN, pursuing its own commercial strategy under its own management team.

The Binding LOI was unanimously approved by the

boards of directors of RAIN and Tensor Networks. The closing of the proposed business combination is expected to occur following the receipt

of the required approval by RAIN’s shareholders and the satisfaction of other customary closing conditions.

The transaction remains subject to due diligence,

negotiation and execution of a definitive transaction agreement, Nasdaq granting RAIN’s pending request for continued listing, Nasdaq

approval of the combined company’s initial listing application, and other customary closing conditions which are described in more

detail below. There can be no assurance that a definitive agreement will be entered into or that the proposed business combination will

be consummated on the terms or timeframe currently contemplated, or at all.

Consideration; Lock-Up; Registration Rights

The Binding LOI contemplates an all-stock transaction.

Tensor Networks’ equity holders are expected to own approximately 90% of the fully diluted equity of the combined company, and RAIN’s

existing shareholders are expected to retain approximately 10% of the fully diluted equity of the combined company, in each case prior

to dilution from the contemplated PIPE Financing described below. The parties have agreed to negotiate in good faith to determine the

pre-money equity value, on a cash-free, debt-free basis, to be ascribed to Tensor Networks in the business combination. Additionally,

the parties have agreed that all of RAIN’s outstanding Class B common stock will be converted into Class A common stock (the “Class

B Conversion”) and all of RAIN’s outstanding indebtedness will either be converted, restructured, or forgiven on terms that

are mutually agreeable to the parties (the “RAIN Debt Restructuring”), with the dilutive impact of any such RAIN Debt Restructuring

to be mutually agreed.

The founders, officers, directors, and significant

shareholders of each of RAIN and Tensor Networks will enter into a lock-up agreement concurrently with the business combination closing

pursuant to which they will agree not to transfer their shares of common stock of RAIN for a period of 18 months after the closing, and

employees of Tensor Networks will enter into a lock-up agreement concurrently with the business combination closing pursuant to which

they will agree not to transfer their shares of common stock of RAIN for a period of 12 months after the closing, in each case subject

to customary exceptions for estate planning, transfers to affiliates, and transfers by operation of law.

Tensor Networks’ shareholders will enter

into a registration rights agreement with RAIN at the closing of the proposed business combination, pursuant to which RAIN will agree

to register for resale the registrable securities held by them.

Financing Cooperation

In connection with the proposed business combination,

RAIN and Tensor Networks will seek to raise additional financing through the sale of equity or equity-linked securities of RAIN (the “PIPE

Financing”), with the structure and other terms of such PIPE Financing to be mutually agreeable, and with such PIPE Financing expected

to close concurrently with or immediately prior to the business combination closing. The net proceeds of the PIPE Financing are expected

to fund Tensor Networks’ growth and working capital.

Post-Closing Governance

Eric Frazier, the Founder and CEO of Tensor Networks,

will become Chief Executive Officer of RAIN; Randy Seidl, CEO of RAIN, will become President of RAIN, with both reporting to the combined

company’s board of directors. Upon the closing, the combined company’s board of directors is expected to consist of seven

directors, of which four will be designated by Tensor Networks, two will be designated by RAIN, which will include Harry You, who will

be the non-executive chairman of the board of directors, and one director will be mutually agreed by Tensor Networks and RAIN. Certain

Tensor Networks shareholders will enter into a voting agreement wherein they agree to vote all of their outstanding shares in favor of

RAIN’s board designees, and certain RAIN shareholders will enter into a voting agreement wherein they agree to vote all of their

outstanding shares in favor of Tensor Networks’ board designees, in each case during the two years following the closing of the

proposed business combination.

Conditions to the Parties’ Obligations

to Consummate the Business Combination

The Binding LOI provides that the obligations

of the parties to consummate the proposed business combination will be subject to certain conditions, including, among others: (i) certain

mutual conditions, including Nasdaq approval of the listing of the combined company’s common stock, and the receipt of all required

regulatory approvals and specified material third-party approvals, if any, (ii) certain conditions in favor of Tensor Networks, including

(A) the bring-down at the closing of RAIN’s representations, warranties, and covenants to a customary materiality or material adverse

effect standard, (B) there being at least $25 million in gross proceeds from the PIPE Financing and other sources prior to the payment

of transaction expenses and the RAIN Debt Restructuring, (C) no material adverse change having occurred with respect to RAIN that is continuing,

(D) the Class B Conversion having been completed, and (D) the RAIN Debt Restructuring having been completed, and (iii) certain conditions

in favor of RAIN, including (A) the bring-down at the closing of Tensor Networks’ representations, warranties, and covenants to

a customary materiality or material adverse effect standard, (B) Tensor Networks having no outstanding indebtedness for borrowed money,

subject to certain exceptions, and (C) no material adverse change having occurred with respect to Tensor Networks that is continuing.

Termination Rights

The Binding LOI may be terminated and the proposed

business combination may be abandoned at any time prior to the execution of a definitive transaction agreement by mutual written consent

of Tensor Networks and RAIN, by written notice by either Tensor Networks or RAIN if the definitive transaction agreement has not been

signed by November 20, 2026 (which date may be extended by mutual consent), or by written notice by either Tensor Networks or RAIN if

RAIN’s securities are delisted from the Nasdaq Stock Market. Further, the Binding LOI provides that Tensor Networks will have the

ability to terminate the Binding LOI, or the definitive transaction agreement, if RAIN’s common stock is delisted from Nasdaq prior

to the closing of the proposed business combination.

Interim Covenants; Exclusivity

The Binding LOI also contains customary pre-closing

covenants of the parties, including the obligation of Tensor Networks and RAIN to conduct their business in the ordinary course and to

refrain from taking certain specified actions, subject to certain exceptions, without the prior written consent of each other.

Tensor Networks also agreed to terminate any existing

discussions, negotiations, and contacts regarding certain alternate transactions and not to, directly or indirectly, encourage, initiate,

solicit, or engage in discussions or negotiations in connection with any alternate transaction, during the term of the Binding LOI.

Expenses

Each party will pay its own transaction expenses

in connection with the proposed business combination, provided that, if the proposed business combination does not close, Harry You agreed

to pay Tensor Networks’ outside accounting and outside counsel expenses and 50% of Tensor Networks’ audit expenses on behalf

of Tensor Networks.

Information Statement

In connection with the proposed transaction, RAIN

intends to obtain shareholder approval by written consent and to file an information statement with the U.S. Securities and Exchange Commission

(“SEC”) and other documents regarding the proposed transaction with the SEC.

Item 7.01 Regulation FD Disclosure.

On September 23, 2026, RAIN and Tensor Networks

issued a joint press release announcing their entry into the Binding LOI. A copy of the press release is furnished as Exhibit 99.1 to

this Current Report on Form 8-K.

The information contained in this Item 7.01, including

Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act

of 1934, as amended, nor shall it be deemed incorporated by reference into any filing of RAIN, whether made before or after the date hereof,

regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.

Additional Information and Where to Find It

In connection with the proposed transaction, RAIN

intends to file an information statement with the SEC and other documents regarding the proposed transaction with the SEC. YOU ARE URGED

TO READ THE INFORMATION STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE

BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE TRANSACTION. You may obtain a free copy of

these materials (when they are available) and other documents filed by RAIN with the SEC at the SEC’s website at www.sec.gov, at

the investor relations section of RAIN’s website located at https://investor.rainenhancement.com/.

No Offer or Solicitation

This Current Report on Form 8-K and the exhibit

hereto shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed

transaction. This Current Report on Form 8-K and the exhibit hereto shall also not constitute an offer to sell or the solicitation of

an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation,

or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Participants in the Solicitation

This Current Report on Form 8-K and the exhibit

hereto do not constitute a solicitation of a proxy. RAIN, Tensor Networks, and their respective directors, executive officers and other

members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from

stockholders of RAIN in favor of the transaction. Information about RAIN’s directors and executive officers is set forth in RAIN’s

Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 15, 2026, including under the headings “Directors,

Executive Officers and Corporate Governance”, “Executive Compensation”, “Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters” and “Certain Relationships and Related Transactions, and Director Independence”,

and which is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/2028293/000121390026044121/ea0282265-10k_rainenhan.htm,

and RAIN’s Current Report on Form 8-K filed with the SEC on June 9, 2026, including under the heading “Item 5.02. Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” and which is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/2028293/000121390026066794/ea0294070-8k_rain.htm.

To the extent holdings of RAIN’s securities by its directors or executive officers have changed since the amounts set forth in RAIN’s

Annual Report, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change

in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0002028293.

Additional information concerning the interests of the participants in the solicitation, which may, in some cases, be different than those

of RAIN’s stockholders generally, will be set forth in the information statement relating to the transaction when it becomes available.

Forward-Looking Statements

This Current Report on Form 8-K, and the exhibit

hereto, include certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions

under the United States Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,”

“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”

“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”

and “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements

include, without limitation, expectations with respect to future performance and anticipated financial impacts of the proposed transaction,

the satisfaction of the closing conditions to the proposed transaction, and the timing of the completion of the proposed transaction.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially

from the expected results. Most of these factors are outside of the control of RAIN and Tensor Networks and are difficult to predict.

Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances

that could give rise to the termination of the negotiations, inability to enter into any subsequent definitive agreements with respect

to the proposed business combination, or to consummate the proposed business combination, and the possibility that the terms and conditions

set forth in any definitive agreements with respect to the proposed business combination may differ materially from the terms and conditions

set forth in the Binding LOI; (2) the outcome of any legal proceedings that may be instituted against the parties following the announcement

of the proposed business combination and any definitive agreements with respect thereto; (3) the inability to complete the proposed transaction,

including due to failure to obtain approval of the shareholders of RAIN and Tensor Networks or other conditions to closing; (4) RAIN’s

inability to remain listed on Nasdaq during the pendency of the business combination, and the inability to obtain or maintain the listing

of the post-acquisition company’s common stock on Nasdaq following the proposed transaction; (5) the risk that the proposed transaction

disrupts current plans and operations as a result of the announcement and consummation of the proposed transaction; (6) the ability to

recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition, the ability

of the combined company to grow and manage growth profitably and retain its key employees; (7) costs related to the proposed transaction;

(8) changes in applicable laws or regulations; (9) volatility in RAIN’s stock price following the announcement of the proposed transaction;

and (10) other risks and uncertainties included in RAIN’s Annual Report and in the documents filed or to be filed with the SEC by

RAIN and Tensor Networks. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking

statements, which speak only as of the date made. RAIN and Tensor Networks do not undertake or accept any obligation or undertaking to

release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change

in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by RAIN’s

and Tensor Networks’ management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should

not place undue reliance on the historical record of the performance of RAIN’s and Tensor Networks’ management teams or businesses

associated with them as indicative of future performance of an investment or the returns that RAIN or Tensor Networks will, or are likely

to, generate going forward.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press release dated September 23, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 23, 2026

RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC.

By:

/s/ Randall Seidl

Name:

Randall Seidl

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED SEPTEMBER 23, 2026

EX-99.1

Filename: ea030636501ex99-1.htm · Sequence: 2

Exhibit 99.1

Rain Enhancement Technologies and Tensor Networks

Sign Binding Letter of Intent for Strategic Business Combination

Combination Adds Patent-Pending AI Infrastructure

Security Technology to RAIN’s Platform; Eric Frazier and Randy Seidl to Lead Combined Company

NAPLES, Fla. and SUNNYVALE, Calif., September 23, 2026 - Rain

Enhancement Technologies Holdco, Inc. (Nasdaq: RAIN), the leading provider of ionization weather modification technology, and Tensor Networks,

Inc. (“Tensor Networks”), a privately held developer of predictive AI technology built around the company’s “Safe

AI” approach to infrastructure security, today announced that they have entered into a binding letter of intent (the “Binding

LOI”) for a business combination that would result in Tensor Networks becoming part of RAIN’s publicly traded holding company

upon closing. The transaction is anticipated to close in the first quarter of 2027, subject to customary closing conditions.

“When we brought this platform public, we said that our corporate

structure was designed to allow us to acquire additional businesses or assets alongside Rain Enhancement Technologies, Inc. (“RET”)

- Tensor Networks is a cutting-edge technology company that is exactly that kind of opportunity,” said Harry You, Chairman of the

Board of RAIN. “As AI adoption accelerates across every sector, the security and reliability of the infrastructure underneath it

is becoming a defining issue, and Tensor Networks has built real, patent-pending technology to address it. RET’s work with data

center customers is accelerating, and water is an increasingly important part of that conversation. Tensor Networks addresses a different

piece of that same infrastructure picture, and having both under the RAIN platform gives us real depth in a market that matters more every

year.”

“This transaction is an important next step in building RAIN

into a multi-technology platform,” said Randy Seidl, Chief Executive Officer of RAIN. “Tensor Networks gives us a second growth

engine alongside RET, and we believe that diversification is the right way to build long-term value for RAIN shareholders. I’m looking

forward to partnering with Eric as we move quickly toward a definitive agreement.”

Founded in 2019, Tensor Networks develops predictive AI infrastructure

technology, including its patent-pending Predictive Tensor Control Plane (PTCP) and Tensor Network Quantum Gravity (TNQG) frameworks.

Tensor Networks describes its approach as “Safe AI”. PTCP combines predictive workload orchestration with topological caging,

an approach designed to isolate AI workloads behind independent hardware boundaries intended to help contain threats and limit data exfiltration

or lateral movement across AI infrastructure.

Upon closing, RET and Tensor Networks would each continue to operate

as a wholly owned operating subsidiary of RAIN, pursuing its own commercial strategy under its own management team, rather than being

operationally merged with one another - RAIN becoming a multi-technology holding company, not a combined rainfall-and-AI business. Each

of the operating companies will leverage shared general and administrative resources.

The transaction also reflects the growing importance of securing the

infrastructure that powers artificial intelligence. As AI adoption accelerates across government, defense, and enterprise networks, the

systems that route and process AI workloads have become an increasingly attractive target. Tensor Networks says PTCP is designed to work

alongside existing enterprise security platforms (SIEM) and to trigger hardware-level safeguards intended to help contain threats and

limit lateral movement - an approach the company has developed and tested in part through three U.S. Air Force contracts it has been awarded

and delivered against.

“As AI capabilities scale, security can’t be an afterthought

bolted onto legacy software,” said Eric Frazier, Founder and Chief Executive Officer of Tensor Networks. “We built Tensor

Networks around the idea of Safe AI - using independent hardware boundaries designed to help contain threats at the source, not just flag

them after the fact. Joining RAIN gives us the platform and capital to bring that approach to a much broader market, and I’m confident

this combination will create real value for our shareholders and customers alike.”

Transaction Highlights:

● All-stock transaction, with 100% of Tensor Networks’

securities rolling into RAIN

● Tensor Networks’ equity holders expected to own approximately

90% of the fully diluted equity of the combined company, with RAIN’s existing shareholders retaining approximately 10%, in each

case prior to dilution from the contemplated financing described below

● RAIN’s outstanding debt to be converted, restructured,

or forgiven on mutually agreeable terms prior to or concurrently with closing

● A minimum of $25 million in gross proceeds from an equity

or equity-linked financing is a condition to closing; net proceeds are expected to fund Tensor Networks’ growth and working capital

● Eric Frazier, Founder and CEO of Tensor Networks, will become

Chief Executive Officer of RAIN; Randy Seidl, CEO of RAIN, will become President of RAIN, both reporting to the Board of Directors

● RAIN insiders, Tensor Networks insiders, and Tensor Networks

employees will be subject to lock-up agreements of 12–18 months following closing

● The transaction remains subject to due diligence, negotiation

and execution of a definitive transaction agreement, Nasdaq granting RAIN’s pending request for continued listing, Nasdaq approval

of the combined company’s initial listing application, and other customary closing conditions

About Tensor Networks’ Business

Tensor Networks has been awarded, and has delivered against, three

U.S. Air Force contracts that contributed to the development of its technology. Its PTCP and TNQG technologies are patent pending, with

post-provisional utility patent applications submitted in 2026.

Advisors

White & Case LLP is serving as legal counsel to RAIN, and TCF Law

Group PLLC is serving as Massachusetts legal counsel to RAIN. Ashurst Perkins Coie is serving as legal counsel to Tensor Networks.

About Rain Enhancement Technologies, Inc.

Rain Enhancement Technologies (“RET”) is a wholly owned

subsidiary of RAIN. RET was founded to provide the world with reliable access to water, one of life’s most important resources.

To achieve this mission, RET develops, manufactures, and commercializes ionization precipitation generation technology that enhances rainfall

and snowpack to address water scarcity challenges. The company is also developing applications for fog mitigation to expand its weather

modification capabilities. RET’s chemical-free, solar-powered technology seeks to transform water resource management for businesses,

society, and the planet. To learn more, go to www.investor.rainenhancement.com.

About Tensor Networks

Tensor Networks, Inc. is a Sunnyvale, California-based company founded

in 2019, developing predictive AI infrastructure technology, including the Predictive Tensor Control Plane (PTCP) and Tensor Network Quantum

Gravity (TNQG). Tensor Networks describes PTCP as a “Safe AI” framework that uses topological caging and independent hardware

boundaries designed to help contain threats to AI infrastructure. Tensor Networks has been awarded multiple U.S. Air Force contracts supporting

development of its technology.

Additional Information and Where to Find It

In connection with the proposed transaction, RAIN intends to file an

information statement with the U.S. Securities and Exchange Commission (“SEC”) and other documents regarding the proposed

transaction with the SEC. YOU ARE URGED TO READ THE INFORMATION STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND

IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO

THE TRANSACTION. You may obtain a free copy of these materials (when they are available) and other documents filed by RAIN with the SEC

at the SEC’s website at www.sec.gov, at the investor relations section of RAIN’s website located at https://investor.rainenhancement.com/.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy,

consent, or authorization with respect to any securities or in respect of the proposed transaction. This press release shall also not

constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states

or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities

laws of any such jurisdiction.

Participants in the Solicitation

This communication does not constitute a solicitation of a proxy. RAIN,

Tensor Networks, and their respective directors, executive officers and other members of management and employees, under SEC rules, may

be deemed to be “participants” in the solicitation of proxies from stockholders of RAIN in favor of the transaction. Information

about RAIN’s directors and executive officers is set forth in RAIN’s Annual Report on Form 10-K for the year ended December

31, 2025, filed with the SEC on April 15, 2026, including under the headings “Directors, Executive

Officers and Corporate Governance”, “Executive Compensation”, “Security Ownership of Certain Beneficial Owners

and Management and Related Stockholder Matters” and “Certain Relationships and Related Transactions, and Director Independence”,

and which is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/2028293/000121390026044121/ea0282265-10k_rainenhan.htm,

and RAIN’s Current Report on Form 8-K filed with the SEC on June 9, 2026, including under the heading

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

of Certain Officers” and which is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/2028293/000121390026066794/ea0294070-8k_rain.htm.

To the extent holdings of RAIN’s securities by its directors or executive officers have changed since the amounts set forth in RAIN’s

Annual Report, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change

in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0002028293.

Additional information concerning the interests of the participants in the solicitation, which may, in some cases, be different than those

of RAIN’s stockholders generally, will be set forth in the information statement relating to the transaction when it becomes available.

Forward-Looking Statements

This press release includes certain statements that are not historical

facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation

Reform Act of 1995. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,”

“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”

“believes,” “predicts,” “potential,” and “continue,” and similar expressions are intended

to identify such forward-looking statements. These forward-looking statements include, without limitation,

expectations with respect to future performance and anticipated financial impacts of the proposed transaction, the satisfaction of the

closing conditions to the proposed transaction, and the timing of the completion of the proposed transaction. These forward-looking statements

involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of

these factors are outside of the control of RAIN and Tensor Networks and are difficult to predict. Factors that may cause such differences

include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination

of the negotiations, inability to enter into any subsequent definitive agreements with respect to the proposed business combination, or

to consummate the proposed business combination, and the possibility that the terms and conditions set forth in any definitive agreements

with respect to the proposed business combination may differ materially from the terms and conditions set forth in the Binding LOI; (2)

the outcome of any legal proceedings that may be instituted against the parties following the announcement of the proposed business combination

and any definitive agreements with respect thereto; (3) the inability to complete the proposed transaction, including due to failure to

obtain approval of the shareholders of RAIN and Tensor Networks or other conditions to closing; (4) RAIN’s inability to remain listed

on Nasdaq during the pendency of the business combination, and the inability to obtain or maintain the listing of the post-acquisition

company’s common stock on Nasdaq following the proposed transaction; (5) the risk that the proposed transaction disrupts current

plans and operations as a result of the announcement and consummation of the proposed transaction; (6) the ability to recognize the anticipated

benefits of the proposed transaction, which may be affected by, among other things, competition, the ability of the combined company to

grow and manage growth profitably and retain its key employees; (7) costs related to the proposed transaction; (8) changes in applicable

laws or regulations; (9) volatility in RAIN’s stock price following the announcement of the proposed transaction; and (10) other

risks and uncertainties included in RAIN’s Annual Report and in the documents filed or to be filed with the SEC by RAIN and Tensor

Networks. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which

speak only as of the date made. RAIN and Tensor Networks do not undertake or accept any obligation or undertaking to release publicly

any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions,

or circumstances on which any such statement is based, except as required by law. Past performance by RAIN’s and Tensor Networks’

management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance

on the historical record of the performance of RAIN’s and Tensor Networks’ management teams or businesses associated with

them as indicative of future performance of an investment or the returns that RAIN or Tensor Networks will, or are likely to, generate

going forward.

Media Contacts

Neal Stein

Technology PR Solutions

321-473-7407

nealjstein@techprsolutions.com

Linda Maynard

Rain Enhancement Technologies

(617) 869-4832

linda@rainenhancement.com

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