Rain Enhancement Technologies Holdco, Inc. (the Company) has entered into a Sales Agreement with Needham & Company, LLC, acting as the sales agent. This agreement allows the Company to offer and sell shares of its Class A common stock, with a par value of $0.0001 per share, from time to time. The aggregate offering price for these shares is up to $3,513,524. Sales will be conducted through an "at the market" offering, potentially on The Nasdaq Capital Market or other trading venues. The Company has the option to set parameters for sales, including the number of shares, timing, daily limits, and minimum prices. The Company is not obligated to sell any shares and can suspend or terminate the offering. Proceeds from any sales are intended for working capital, capital expenditures, and general corporate purposes. The sales agent will receive compensation of up to 3.0% of gross sales, plus reimbursement for expenses. The Company will also provide indemnification to the sales agent. The effectiveness of the Registration Statement filed on June 30, 2026, is a condition for any sales.