Sec Form 3 Filing - You Harry L. @ Rain Enhancement Technologies Holdco, Inc. - 2024-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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.
2. Issuer Name and Ticker or Trading Symbol
Rain Enhancement Technologies Holdco, Inc. [ RAIN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1180 NORTH TOWN CENTER DRIVE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2024
(Street)
LAS VEGAS, NV89144
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 650,120 ( 1 ) D
Class A Common Stock 194,046 ( 2 ) I By trust ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock $ 0 ( 3 ) ( 3 ) Class A Common Stock 23,101 I By trust ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
You Harry L.
1180 NORTH TOWN CENTER DRIVE, SUITE 100
LAS VEGAS, NV89144
X X
Signatures
/s/ Harry L. You 01/03/2025
Signature of Reporting Person Date
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.

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