Rain Enhancement Technologies Holdco Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 27, 2025, Rain Enhancement Technologies, Inc. (“RET”), a wholly-owned subsidiary of Rain Enhancement Technologies Holdco, Inc. (the “Company”, and together with RET and the Company’s other subsidiaries, the “Company Group”), and Randall Seidl, the Company’s Chief Executive Officer (the “CEO”), entered into an amendment to the employment agreement dated December 31, 2024, by and between RET and the CEO (the “Employment Agreement” and such amendment, the “Employment Agreement Amendment”), to, among other things, replace the previously disclosed unsecured note payable to the CEO, which was not issued, with a Retention Bonus (as defined below) to better reflect the nature of the commitment by the Company Group to the CEO.
In connection with the Employment Agreement Amendment, on June 27, 2025, RET and the CEO entered into the Retention Bonus Agreement (the “Retention Bonus Agreement”). Pursuant to the Retention Bonus Agreement, the Company Group will pay a cash bonus to the CEO of $5,820,000 (the “Retention Bonus”), less required withholdings and deductions, as a lump sum on the earlier of (i) December 31, 2028, (ii) the date on which the Company Group terminates the CEO’s employment without Cause (as defined in the Employment Agreement), or (iii) the date on which a Change of Control (as defined in the Employment Agreement) is consummated.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. | |
| 10.1+ | Retention Bonus Agreement, dated as of June 27, 2025, by and between Rain Enhancement Technologies, Inc. and Randall Seidl | |
| 10.2+ | Amendment to Employment Agreement, dated June 27, 2025, by and between Rain Enhancement Technologies, Inc. and Randall Seidl | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| + | Denotes management contract or compensatory plan or arrangement. |
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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: July 3, 2025 | RAIN ENHANCEMENT TECHNOLOGIES HOLDCO, INC. | |
| By: | /s/ Oanh Truong | |
| Name: | Oanh Truong | |
| Title: | Interim Chief Financial Officer | |
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