New insider Dacier Paul T claimed ownership of 1,839,322 shares (SEC Form 3)
$RAIN
Industrial Machinery/Components
Technology
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/31/2024 |
3. Issuer Name and Ticker or Trading Symbol
Rain Enhancement Technologies Holdco, Inc. [ RAIN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 1,839,322(1) | I | By Rainwater LLC(3) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Common Stock | (2) | (2) | Class A Common Stock | 18,481 | (2) | I | By Rainwater LLC(3) |
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| /s/ Paul T. Dacier | 12/31/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||