Rain Enhancement Technologies Holdco, Inc. filed a 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, under which Tensor Networks would become a wholly owned subsidiary of RAIN.

Key Highlights

  • Merger signed November 12, 2026: RAIN, its wholly owned subsidiary Rain Merger Sub, Inc., and Tensor Networks, Inc., a Wyoming corporation, executed an Agreement and Plan of Merger.
  • Ownership split at closing: The Exchange Ratio is expected to result in Tensor Networks' pre-Merger equity holders owning approximately 90% and pre-Merger RAIN shareholders owning approximately 10% of the combined company, 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.
  • Closing target February 2027: The closing is expected to occur in February 2027, subject to conditions, with no assurance that the transactions will be consummated on those terms or at all.
  • Post-closing leadership: Eric Frazier, founder and Chief Executive Officer of Tensor Networks, will become Chief Executive Officer of RAIN; Randy Seidl, current CEO of RAIN, will become President.
  • Seven-member post-closing board: Four directors designated by Tensor Networks, two by RAIN (including Harry You as non-executive chairman), and one mutually agreed director; at least four will qualify as independent under Nasdaq listing rules.
  • No Financing agreements yet: As of the filing date, no definitive agreements for the contemplated equity or equity-related financing have been entered into.

Merger Details: RAIN and Tensor Networks Agree to Combine Operations

According to the filing, RAIN Enhancement Technologies Holdco, Inc. (NASDAQ:RAIN), a Massachusetts corporation, entered into the Merger Agreement on November 12, 2026. Under the agreement, Rain Merger Sub, Inc., a wholly owned subsidiary of RAIN, will merge with and into Tensor Networks, Inc., a privately held Wyoming corporation described in the filing as "a privately held developer of predictive AI technology built around the company's 'Safe AI' approach to infrastructure security." Upon closing, Tensor Networks would become a wholly owned subsidiary of RAIN, while Rain Enhancement Technologies, Inc. (RET), RAIN's existing operating subsidiary, would continue as a separate wholly owned subsidiary pursuing its own commercial strategy.

The filing discloses that several transactions must occur in connection with or prior to closing, including a Reverse Stock Split, a RAIN Debt Restructuring under which certain outstanding indebtedness will be "converted, restructured or forgiven on terms mutually agreeable to the parties," a Class B Conversion in which holders of RAIN's Class B common stock will voluntarily convert 100% of their shares into Class A common stock on a one-for-one basis, and an Articles Amendment that would, among other things, change RAIN's name, increase authorized capital stock, and eliminate the Class B common stock. The Merger Agreement and the Merger were unanimously approved by the boards of directors of each of RAIN and Tensor Networks, according to the filing.

The Merger Agreement also contemplates that the parties will use commercially reasonable efforts to secure equity or equity-related financing at or before closing. The filing states that proceeds of the Financing will be used solely for payment of transaction expenses and funding Tensor Networks' growth and working capital. Prior to the effective time, RAIN's board will also adopt a 2026 Equity Incentive Plan, subject to shareholder approval, with an initial share reserve equal to 5% of the total shares outstanding. The filing is also identified as a written communication pursuant to Rule 425 under the Securities Act.

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, including terms covering transaction consideration, board composition, executive leadership, financing cooperation, and planned amendments to RAIN's articles of organization.