- Rain Enhancement Technologies, Inc. (“RET”) has entered into a
business combination agreement with Coliseum Acquisition Corp.;
once the business combination is completed, it is intended that the
combined company will be listed on Nasdaq under the ticker symbol
“RAIN.”
- RET aims to develop, manufacture and commercialize ionization
rainfall generation technology to provide additional rainfall for
the energy, agriculture, logistics, transportation,
decarbonization, and food industries, as well as supranational
organizations, countries and localities.
- The transaction values RET at a pre-closing valuation of $45
million.
Rain Enhancement Technologies, Inc. (“RET” or the “Company”), an
emerging company developing rainfall generation technology, and
Coliseum Acquisition Corp. (NASDAQ:MITA) (“Coliseum”), a publicly
traded special purpose acquisition company, today announced that
they have entered into a business combination agreement. Upon
closing, it is intended that the combined company will be listed on
Nasdaq under the ticker symbol “RAIN.”
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20240626144589/en/
Water Supply and Demand Imbalance Worsening
Water scarcity is a pervasive challenge affecting primary
components of global ecosystems such as energy, agriculture,
logistics, transportation, decarbonization, and food. Almost two
thirds of the world’s population experiences water scarcity for at
least one month each year and the gap in supply of water and demand
is expected to grow to 40% by 2030.
The compounding effects of water shortages are driving
acceleration for solutions that are proven, scalable, sustainable
and economical. In the U.S., states are using a portion of the
funds allocated to them through the Infrastructure Investment and
Jobs Act for cloudseeding projects. Cloudseeding projects are now
under way in Texas, Utah, Colorado, Nevada, Idaho, New Mexico and
California. Further, in 2022, the UAE spent $10.3B on desalination
projects.
RET aims to develop, manufacture and commercialize ionization
rainfall generation technology to provide additional rainfall for
industries, supranational organizations, countries and localities.
The Company’s ionization technology is rooted in simple, existing
physics theory using natural conditions, and has robust datasets
produced and evaluated during prior trials by third parties. In a
six-year randomized third-party trial conducted from 2013 to 2018
in Oman, an ionization rainfall generation system generated an
average of approximately 16% of additional rainfall, according to
results published by the National Institute for Applied Statistics
Research Australia (“NIASRA”), a third party research organization,
in the International Statistical Review. RET has licensed the
engineering designs for the equipment and systems used in the
trials.
The Company’s commercial team has developed relationships with
private organizations, country leaders and major agriculture
companies to build a robust pipeline of potential customers. RET
management believes the Company is well-positioned for the
development, innovation, and scaling of its proprietary rainfall
generation technology.
RET is led by Chris Riley, a veteran C-suite leader with
experience spanning both public and private sector companies. Mr.
Riley brings a wealth of leadership experience accumulated over
more than three decades in various technology sectors, including
IT, Cloud, Security, Automation and AI. Previously, he served as
President, Worldwide Field Operations for DataRobot, as Chief
Revenue Officer and Strategic Advisor to the CEO at Automation
Anywhere, and in varying roles at Dell, Dell/EMC and EMC (NYSE:
Dell, formerly NYSE: EMC), including President Americas Sales and
Customer Operations, President Dell Technologies Select and SVP
Global Alliances. During his tenure at Dell, Mr. Riley led the
$20B+ Americas business through one of their largest and most
successful technology acquisitions of all time. With a proven track
record of driving revenue growth, expanding gross margins, and
establishing lasting customer relationships and ecosystem
partnerships, Mr. Riley is poised to lead RET into its next chapter
of growth, innovation, global expansion, and market leadership.
RET has established a strategic roadmap and multiple vectors for
development, innovation and enhancement. In addition to its
exclusive license of certain relevant underlying IP, the Company
intends to draw on the services of leading engineers, scientists,
climatologists and experts in the water technology and rainfall
generation space. Recent advancements in understanding cloud
condensation nuclei and more precise weather forecasting serve as
catalysts for increasing the potential enhancement of RET’s
technology, creating even greater confidence in the efficacy of the
ionization approach. This foundation is expected to empower RET’s
management to swiftly establish commercial alliances with private
industries and governments, while involving key stakeholders
invested in ecosystem maintenance and restoration in water-stressed
areas across the world.
“The world desperately needs enhanced water resources in order
to meet massive and rapidly growing demand,” said Chris Riley, CEO
of RET. “Entering into this agreement to merge with Coliseum
represents a decisive step towards delivering on our vision to be a
pioneering force in the water and climate adaptation space. RET
aims to accelerate our growth plans and commercialize a robust rain
enhancement platform, in part by leveraging the added financial
strength we anticipate from going public.”
“We are confident that RET’s innovative rainfall ionization
platform is uniquely positioned to meet the massive market demand
from private industries and governments around the globe,” said
Charles Wert, Chief Executive Officer of Coliseum. “With the
necessary capital, we believe RET can successfully scale and lead
this emerging and critical market sector.”
Transaction Overview
RET has a pre-closing valuation of $45 million.
Coliseum had approximately $31 million in cash held in its trust
account as of March 31, 2024. The balance remaining after
redemptions and transaction expenses will be used for funding
development, innovation and commercial scale.
The transaction is subject to customary closing conditions.
Management and Governance
RET’s management team, led by CEO Chris Riley, will continue to
lead the public company following the transaction.
Advisors
TCF Law Group, PLLC is acting as legal counsel to RET.
White & Case LLP is acting as legal counsel to Coliseum.
About Rain Enhancement Technologies, Inc.
RET was founded to provide the world with reliable access to
water, one of life’s most important resources. To achieve this
mission, RET aims to develop, manufacture and commercialize
ionization rainfall generation technology. This weather
modification technology seeks to provide the world with reliable
access to water, and transform business, society and the planet for
the better.
About Coliseum Acquisition Corp.
Coliseum Acquisition Corp. is a special purpose acquisition
company whose business purpose is to effectuate a merger, share
exchange, asset acquisition, share purchase, reorganization or
other similar business combination with one or more businesses.
Additional Information about the Business Combination and
Where to Find it
In connection with the business combination, Rain Enhancement
Technologies Holdco, a Massachusetts corporation (“Holdco”) intends
to file with the U.S. Securities and Exchange Commission (the
“SEC”) a registration statement on Form S-4 (the “Registration
Statement”), which will include a preliminary proxy statement of
Coliseum and a preliminary prospectus of Holdco, referred to as a
proxy statement/prospectus. After the Registration Statement is
declared effective by the SEC, the definitive proxy
statement/prospectus will be sent to all Coliseum shareholders as
of a record date established for voting at a meeting of Coliseum
shareholders in connection with the business combination. Coliseum,
RET and/or Holdco may also file other documents regarding the
business combination with the SEC. This press release does not
contain all the information that should be considered concerning
the business combination and is not intended to form the basis of
any investment decision or any other decision in respect of the
business combination. Before making any voting or investment
decision, investors, security holders of RET, Coliseum and other
interested persons are urged to read the Registration Statement,
the proxy statement/prospectus and all other relevant documents
filed or that will be filed with the SEC in connection with the
business combination, as they become available because they will
contain important information about the business combination.
Investors and security holders will be able to obtain free
copies of the Registration Statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC, by Coliseum and RET through the website
maintained by the SEC at www.sec.gov. The documents filed by
Coliseum, RET and/or Holdco with the SEC also may be obtained free
of charge upon written request to Coliseum at Coliseum Acquisition
Corp., 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada
89144.
Participants in the Solicitation
Coliseum, RET, Holdco and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies of Coliseum’s shareholders in connection
with the Business Combination. A list of the names of such
directors and executive officers, and information regarding their
interests in the business combination and their ownership of
Coliseum’s securities are, or will be, contained in Coliseum’s
filings with the SEC, and such information and names of Rainwater’s
directors and executive officers will also be in the Registration
Statement.
Forward-Looking Statements
Certain statements included in this press release are not
historical facts but are forward-looking statements.
Forward-looking statements generally are accompanied by words such
as “will,” “continue,” “anticipate,” “expect,” “potential,” “aim,”
“believe” and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters,
but the absence of these words does not mean that a statement is
not forward-looking. These statements are based on various
assumptions, whether or not identified in this press release, and
on the current expectations of RET’s and Coliseum’s management and
are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as, and must not be viewed any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
factor probability. Actual events and circumstances are difficult
or impossible to predict and may differ from assumptions.
Many actual events and circumstances are beyond the control of
Coliseum and RET. Some important factors that could cause actual
results to differ materially from those in any forward-looking
statements could include changes in domestic and foreign business,
market, financial, political and legal conditions; the ability of
the parties to successfully consummate the business combination;
the ability to satisfy the conditions to the consummation of the
business combination, including the approval of the business
combination by Coliseum’s shareholders and the satisfaction of the
minimum cash condition; the amount of redemption requests made by
Coliseum’s public shareholders; the effect of the announcement and
pendency of the business combination on RET’s business; RET’s
ability to manage future growth; Holdco’s ability to meet the
listing standards of Nasdaq; the failure to obtain, maintain,
adequately protect, or enforce RET’s intellectual property rights;
the numerous regulatory and legal requirements that RET will need
to comply with to operate its business; the concentrated ownership
Holdco’s stock in RET’s principal stockholders; and the other risks
presented elsewhere herein. If any of these risks materialize or
our assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking
statements. You should carefully consider the risk factors
presented elsewhere herein along with the risks and uncertainties
described in the “Risk Factors” section of Coliseum’s Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q and other documents
filed by Coliseum and RET and/or Holdco from time to time with the
SEC, including the registration statement. There may be additional
risks that neither Coliseum nor RET presently know or that Coliseum
and RET currently believe are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements.
You are cautioned not to place undue reliance upon any
forward-looking statements. Any forward-looking statement speaks
only as of the date on which it was made, based on information
available as of the date of this press release, and such
information may be inaccurate or incomplete. Coliseum and RET
expressly disclaim any obligation or undertaking to publicly update
or revise any forward-looking statement, whether as a result of new
information, future events or otherwise, except as required by law.
Information regarding performance by, or businesses associated
with, RET’s management team or businesses associated with them is
presented for informational purposes only. Past performance by
RET’s management team and its affiliates is not a guarantee of
future performance. Therefore, you should not place undue reliance
on the historical record of the performance of RET’s management
team or businesses associated with them as indicative of RET’s
future performance of an investment or the returns RET will, or is
likely to, generate going forward.
No Offer or Solicitation
This press release does not constitute an offer to sell or
exchange, or a solicitation of an offer to buy or exchange, or a
recommendation to purchase, any securities in any jurisdiction, or
the solicitation of any proxy, vote, consent or approval in any
jurisdiction with respect to any securities or in connection with
the business combination. There shall not be any offer, sale or
exchange of any securities of RET or Coliseum in any jurisdiction
where, or to any person to whom, such offer, sale or exchange may
be unlawful under the laws of such jurisdiction prior to
registration or qualification under the securities laws of any such
jurisdiction.
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Investors RainwaterTechIR@icrinc.com
Media RainwaterTechPR@icrinc.com
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