Rain Enhancement Technologies Holdco (RAIN) Form 3 Rain Enhancement Technologies Holdco / Harry L. You ownership change

SEC Form 3

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^*

You Harry L.

(Last) (First) (Middle)

1180 NORTH TOWN CENTER DRIVE, SUITE 100

(Street)

LAS VEGAS NV 89144

(City) (State) (Zip)

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 ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	650,120(1)	D
Class A Common Stock	194,046(2)	I	By trust(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	(3)	(3)	Class A Common Stock	23,101	0.00	I	By trust(4)

Explanation of Responses:

1. Prior to the closing of the business combination, these shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of Rain Enhancement Technologies Holdco, Inc. (the "Issuer"), were issued pursuant to the terms of the Business Combination Agreement, dated as of June 25, 2024, as amended on August 22, 2024 (the "Business Combination Agreement"), by and among the Issuer, Coliseum Acquisition Corp. ("Coliseum"), and Rain Enhancement Technologies, Inc. ("RET"), upon the conversion of 650,120 Coliseum Class A ordinary shares, par value $0.001 per share.

2. Prior to the closing of the business combination, these shares of Class A Common Stock were issued pursuant to the Business Combination Agreement in exchange for the shares of RET Class A common stock, par value $0.0001 per share, held by RHY 2021 Irrevocable Trust (the "Trust") prior to the completion of the Business Combination.

3. Prior to the closing of the business combination, these shares of the Issuer's Class B common stock, par value $0.0001 per share ("Class B Common Stock"), were issued pursuant to the Business Combination Agreement in exchange for the shares of RET Class B common stock, par value $0.0001 per share, held by the Trust 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.

4. Mr. You is the settlor and investment officer of the Trust, and his son is the beneficiary of the Trust. Accordingly, Mr. You may be deemed to have a pecuniary interest in the securities held by the Trust. Mr. You disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Remarks:

As of December 31, 2024, in connection with the consummation of the business combination pursuant to the Business Combination Agreement, the Issuer became the successor to Coliseum.

	/s/ Harry L. You	01/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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