Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on February 18, 2026, Rain Enhancement Technologies Holdco, Inc. (the "Company") received written notice (the "MVLS Notice") from the Listing Qualifications Staff ("Staff") of the Nasdaq Stock Market LLC ("Nasdaq") which notified the Company that, for the 30 consecutive business days ended February 17, 2026, the Company's market value of listed securities ("MVLS") closed below the $35,000,000 MVLS threshold required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the "MVLS Rule"). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company had 180 calendar days, or until August 17, 2026, to regain compliance with each of the MVLS Rule.

On August 18, 2026, the Company received a notice (the "Notice") from the Staff indicating that the Company had not regained compliance with the MVLS Rule and, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the "Panel"), the Company's securities would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on August 27, 2026.

The Company submitted its timely request for a hearing before the Panel on August 21, 2026, to request additional time to regain compliance with the MVLS Rule. The Company expects that its hearing request will result in a stay of any suspension or delisting action pending the hearing. However, there can be no assurance that the Panel will grant the Company's request for continued listing or that the Company will be able to evidence compliance within any period of time that may be granted by the Panel. The Company is considering all options available to it to regain compliance with all applicable listing rules.