Rain Enhancement Technologies Holdco, Inc. (Nasdaq: RAIN) announced on November 12, 2026, that it has entered into a definitive Agreement and Plan of Merger with Tensor Networks, Inc. Under the terms of the agreement, a wholly owned subsidiary of RAIN will merge with and into Tensor Networks, with Tensor Networks surviving as a wholly owned subsidiary of RAIN. The transaction is expected to close in February 2027, subject to the satisfaction of various closing conditions.

The deal is structured as an all-stock transaction, with 100% of Tensor Networks' securities rolling into RAIN. Upon closing, Tensor Networks will become a wholly owned operating subsidiary of RAIN, while RAIN’s existing operating business, Rain Enhancement Technologies, Inc. (RET), will continue as a separate subsidiary. This structure is intended to make RAIN a multi-technology holding company.

Tensor Networks is a privately held developer of predictive AI technology focused on infrastructure security, founded in 2019. The company describes its approach as “Safe AI,” utilizing patent-pending technologies including the Predictive Tensor Control Plane (PTCP) and Tensor Network Quantum Gravity (TNQG) frameworks. According to the filing, Tensor Networks has been awarded and delivered against three U.S. Air Force contracts related to its technology development.

Post-merger governance will see Eric Frazier, the founder and CEO of Tensor Networks, become the Chief Executive Officer of RAIN. Randy Seidl, the current CEO of RAIN, will become President. The combined company’s board of directors will consist of seven members: four designated by Tensor Networks, two designated by RAIN, and one mutually agreed upon. Harry You, the current chairman of RAIN’s board, is expected to serve as the non-executive chairman.

The transaction includes several corporate actions for RAIN prior to closing. All outstanding Class B common stock of RAIN will be converted into Class A common stock on a one-for-one basis. Additionally, RAIN’s outstanding indebtedness is to be converted, restructured, or forgiven on mutually agreeable terms. The Merger Agreement also contemplates a reverse stock split and a change in RAIN’s corporate name, subject to final confirmation.

RAIN and Tensor Networks agreed to use commercially reasonable efforts to secure equity or equity-related financing to close concurrently with the merger. Tensor Networks’ obligation to close is subject to RAIN receiving at least $25 million in gross proceeds from the financing and other sources. The proceeds are intended to cover transaction expenses and fund Tensor Networks’ growth and working capital.

Under the proposed ownership structure, Tensor Networks’ equity holders are expected to own approximately 90% of the fully diluted equity of the combined company, while RAIN’s existing shareholders are expected to retain approximately 10%. The Merger Agreement includes a registration rights agreement requiring RAIN to file a resale registration statement for the shares issued to Tensor Networks’ stockholders within 30 days after closing.

The completion of the merger is subject to customary conditions, including the approval of RAIN’s shareholders, the mailing of a definitive information statement at least 20 calendar days prior to closing, the approval for listing on Nasdaq of the RAIN Class A common stock required to be issued, receipt of required regulatory approvals, and the execution of lock-up agreements.