Rain Enhancement Technologies Holdco Inc. - 美股招股说明书（2026年2月20日版）

Filed Pursuant to Rule 424(b)(3)Registration No. 333-284614 PROSPECTUS SUPPLEMENT No. 8(to the prospectus dated April 25, 2025) Rain Enhancement Technologies Holdco, Inc. 5,000,000 Shares of Class A Common Stock Underlying Warrants(For Issuance) 5,914,057 Shares of Class A Common Stock(For Resale) This prospectus supplement No. 8 (this “Supplement”) supplements, updates and amends the information contained in the prospectusdated April 25, 2025 (the “Prospectus”) relating to the issuance of shares of Class A common stock, par value $0.0001 per share (the“Class A Common Stock”), of Rain Enhancement Technologies Holdco, Inc. (the “Company”) upon the exercise of warrants of the This Supplement is being filed to update and supplement the information previously included in the Prospectus with the informationcontained in the Company’s Current Report on Form 8-K filed with the SEC on February 20, 2026 (the “Form 8-K”). Accordingly, wehave attached the Form 8-K to this Supplement. You should read this Supplement in conjunction with the Prospectus. This Supplementis not complete without, and may not be delivered or used except in conjunction with, the Prospectus, including any amendments or Our shares of Class A Common Stock and Warrants are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols“RAIN” and “RAINW,” respectively. On February 19, 2026, the closing price of our Class A Common Stock was $2.63 per share and We are an “emerging growth company” as defined under the federal securities laws, and, as such, may elect to comply with certain INVESTING IN OUR SECURITIES INVOLVES RISKS. YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORSSET FORTH UNDER THE SECTION ENTITLED “RISK FACTORS” ON PAGE 12 OF THE PROSPECTUS, BEFOREMAKING ANY DECISION WHETHER TO INVEST IN OUR SECURITIES. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this Supplement or the accompanying Prospectus. Any representation to The date of this prospectus supplement is February 20, 2026. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On February 18, 2026, Rain Enhancement Technologies Holdco, Inc. (the “Company”) received written notice (the “Notice”) from theListing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) which notified the Company that, for the 30 consecutivebusiness days ended February 17, 2026, the Company’s market value of listed securities (“MVLS”) closed below the $35,000,000threshold required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”). In accordance with Nasdaq listing rule 5810(c)(3)(C), the Company has 180 calendar days, or until August 17, 2026 (the “MVLSCompliance Period”), to regain compliance with the MVLS Rule. The Notice notes that to regain compliance, the Company’s MVLSmust close at or above $35million for a minimum of ten consecutive business days during the MVLS Compliance Period, upon whichNasdaq will provide written confirmation of compliance and the matter will be closed. If the Company does not regain compliance by The Notice is a notification of deficiency, not of imminent delisting, and has no immediate effect on the listing of the Company’ssecurities. The Company’s common stock and warrants continue to trade on Nasdaq under the symbols “RAIN” and “RAINW”, The Company intends to actively monitor the Company’s MVLS between now and August 17, 2026, and may, if appropriate, evaluateavailable options to resolve the deficiency and regain compliance with the MVLS Rule. While the Company is exercising diligent Forward Looking Statements Certain information contained in this Current Report on Form 8-K consists of forward-looking statements that involve risks,uncertainties and assumptions that are difficult to predict. Words such as “must,” “will,” “may,” “intends,” and similar expressions, orthe use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking.Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from thosecontained in such statements. For example, there can be no assurance that the Company will regain compliance with the MVLS Ruleduring the MVLS Compliance Period. Additional factors that could cause actual resul