Correspondence 0001104659-24-124801 from Rain Enhancement Technologies Holdco, Inc. (RAIN, RAINW) (CIK 0002028293) (RAIN)
Rain Enhancement Technologies Holdco, Inc. (RAIN, RAINW) (CIK 0002028293)
Date: Dec. 2, 2024 · CIK: 0002028293 · Accession: 0001104659-24-124801
AI Filing Summary & Sentiment
File numbers found in text: 333-283425
Referenced dates: December 2, 2024
Letter
December 2, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, NE
Washington, D.C. 20549
Attn: Marion Graham
Mitchell Austin
Ryan Rohn
Stephen Krikorian
Re: Rain Enhancement Technologies Holdco, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed December 2, 2024
File No. 333-283425
Ladies and Gentlemen:
On behalf of our clients, Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (“Holdco”), and Rain Enhancement Technologies, Inc., a Massachusetts corporation (“RET”), we are writing to submit Holdco’s and RET’s joint responses to the comment of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”), conveyed orally by the Staff on December 2, 2024 (the “Oral Comment”), with respect to the above-referenced Amendment No. 2 to the Registration Statement on Form S-4 filed on December 2, 2024 (the “Registration Statement”).
Holdco and RET have publicly filed via EDGAR Amendment No. 3 to the Registration Statement on Form S-4 (“Amendment No. 3”), which reflects Holdco’s and RET’s response to the Oral Comment and certain updated information. For ease of reference, the Oral Comment is printed below in bold and is followed by the response. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 3.
Amendment No. 2 to Registration Statement on Form S-4
1. Please file updated auditor consents.
Response: In response to the Staff’s comment, Holdco and RET have filed as Exhibits 23.1 23.2, 23.3, and 23.4 to Amendment No. 3 the updated consents of WithumSmith+Brown, PC and RBSM LLP, each dated December 2, 2024.
* * *
United States Securities and Exchange Commission
December 2, 2024
Please do not hesitate to contact Stephen Doyle of TCF Law Group, PLLC at (617) 848-9250 or SDoyle@tcflaw.com with any questions or comments regarding this letter.
Sincerely,
/s/ TCF Law Group, PLLC
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CORRESP
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filename1.htm
December 2, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, NE
Washington, D.C. 20549
Attn:
Marion Graham
Mitchell Austin
Ryan Rohn
Stephen Krikorian
Re:
Rain Enhancement Technologies Holdco, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed December 2, 2024
File No. 333-283425
Ladies and Gentlemen:
On behalf of our clients,
Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation (“Holdco”), and Rain Enhancement Technologies, Inc.,
a Massachusetts corporation (“RET”), we are writing to submit Holdco’s and RET’s joint responses to the comment
of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”),
conveyed orally by the Staff on December 2, 2024 (the “Oral Comment”), with respect to the above-referenced Amendment No.
2 to the Registration Statement on Form S-4 filed on December 2, 2024 (the “Registration Statement”).
Holdco and RET have publicly
filed via EDGAR Amendment No. 3 to the Registration Statement on Form S-4 (“Amendment No. 3”), which reflects
Holdco’s and RET’s response to the Oral Comment and certain updated information. For ease of reference, the Oral Comment is
printed below in bold and is followed by the response. Capitalized terms used but not defined herein have the meanings set forth in Amendment
No. 3.
Amendment No. 2 to Registration Statement on
Form S-4
1.
Please file updated auditor consents.
Response: In response to the Staff’s comment, Holdco and RET have filed as Exhibits 23.1 23.2, 23.3, and 23.4 to Amendment No. 3 the updated consents of WithumSmith+Brown, PC and RBSM LLP, each dated December 2, 2024.
* * *
1
United States Securities and Exchange Commission
December 2, 2024
Please do not hesitate to
contact Stephen Doyle of TCF Law Group, PLLC at (617) 848-9250 or SDoyle@tcflaw.com with any questions or comments regarding this letter.
Sincerely,
/s/ TCF Law Group, PLLC
cc:
Paul Dacier, President
Harry You, Coliseum Acquisition Corp.
Joel Rubinstein, White & Case LLP
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