Rain Enhancement Technologies Holdco, Inc. filed a Current Report on Form 8-K on November 13, 2026, disclosing that it entered into an Agreement and Plan of Merger with Tensor Networks, Inc. on November 12, 2026.

Key Highlights

  • Merger agreement signed: Rain Enhancement Technologies Holdco, Inc. and Tensor Networks, Inc., a privately held developer of predictive AI technology, entered into an Agreement and Plan of Merger on November 12, 2026.
  • Ownership split at closing: The Exchange Ratio is expected to result in Tensor Networks' pre-merger equity holders owning approximately 90% of the combined company and pre-merger RAIN shareholders owning approximately 10%, on a fully diluted basis.
  • Implied valuations: The Exchange Ratio assumes a valuation of RAIN at $20 million and a valuation of Tensor Networks at $180 million.
  • Expected closing timeline: The closing is expected to occur in February 2027, subject to satisfaction or waiver of applicable conditions.
  • Post-closing leadership: Eric Frazier, founder and Chief Executive Officer of Tensor Networks, will become Chief Executive Officer of RAIN, while Randy Seidl, current Chief Executive Officer of RAIN, will become President of RAIN.
  • Board composition: Upon closing, the RAIN board will consist of seven directors, with four designated by Tensor Networks, two by RAIN (including Harry You as non-executive chairman), and one mutually agreed upon.
  • No financing commitments yet: As of the filing date, no definitive agreements for a Financing have been entered into.

Merger Agreement Details: RAIN and Tensor Networks Transaction Structure

According to the filing, Rain Enhancement Technologies Holdco, Inc. (NASDAQ:RAIN), through its wholly owned subsidiary Rain Merger Sub, Inc., will merge with and into Tensor Networks, Inc. upon closing. The filing describes Tensor Networks as "a privately held developer of predictive AI technology built around the company's 'Safe AI' approach to infrastructure security." Following the closing, both Rain Enhancement Technologies, Inc. (the existing operating subsidiary of RAIN) and Tensor Networks would each operate as wholly owned subsidiaries of RAIN, each pursuing its own commercial strategy under its own management team, the filing states.

The filing discloses several steps required before the effective time of the merger. These include a Class B Conversion, in which holders of RAIN's Class B common stock, par value $0.0001 per share, will voluntarily convert 100% of outstanding Class B shares into an equal number of shares of RAIN Class A common stock on a one-for-one basis. Additionally, certain of RAIN's outstanding indebtedness will be either converted, restructured, or forgiven under what the filing calls the RAIN Debt Restructuring. RAIN will also file an Articles Amendment to, among other things, effect a reverse stock split of RAIN Class A common stock, change the name of RAIN to a name agreed upon by both parties, increase authorized share capital, and eliminate RAIN Class B common stock.

The filing notes that RAIN and Tensor Networks agreed to use commercially reasonable efforts to secure equity or equity-related financing at closing, with proceeds to be used for transaction expenses and funding Tensor Networks' growth and working capital. The merger and related transactions were unanimously approved by the boards of directors of both RAIN and Tensor Networks, the filing states. The filing also cautions that "there can be no assurance that the Transactions will be consummated on the terms or timeframe currently contemplated, or at all."

What Was Disclosed

Rain Enhancement Technologies Holdco, Inc. disclosed the execution of an Agreement and Plan of Merger with Tensor Networks, Inc. dated November 12, 2026, covering transaction consideration, ownership ratios, implied valuations, governance arrangements, and planned financing efforts, with closing targeted for February 2027.