Rain Enhancement Technologies Holdco, Inc. (RAIN) announced on September 18, 2026, that it has entered into a binding letter of intent to acquire Tensor Networks, Inc. The transaction is structured as an all-stock business combination, with Tensor Networks becoming a wholly owned subsidiary of RAIN. Upon closing, Tensor Networks will operate as a separate subsidiary under its own management, while RAIN will function as a multi-technology holding company.
Under the terms of the agreement, 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 transaction is subject to the satisfaction of various conditions, including the negotiation and execution of a definitive transaction agreement, the receipt of shareholder approval, and Nasdaq granting continued listing and approval of the combined company’s listing application.
RAIN’s outstanding Class B common stock is to be converted into Class A common stock, and the company’s outstanding indebtedness is to be converted, restructured, or forgiven on mutually agreeable terms. To proceed with the closing, Tensor Networks must have no outstanding indebtedness for borrowed money, subject to exceptions, and the combined entity must secure a minimum of $25 million in gross proceeds from an equity or equity-linked financing, known as PIPE Financing, which is expected to fund Tensor Networks’ growth and working capital.
Leadership changes are also planned for the combined company. Eric Frazier, Founder and CEO of Tensor Networks, will become the Chief Executive Officer of RAIN. Randy Seidl, CEO of RAIN, will become President. The board of directors of the combined company is expected to consist of seven directors, with four designated by Tensor Networks and two by RAIN, including Harry You, who will serve as non-executive chairman.
Tensor Networks, founded in 2019 and based in Sunnyvale, California, develops predictive AI infrastructure technology, including its patent-pending Predictive Tensor Control Plane (PTCP) and Tensor Network Quantum Gravity (TNQG) frameworks. The company describes its approach as “Safe AI,” designed to isolate AI workloads behind independent hardware boundaries to help contain threats. Tensor Networks has been awarded and delivered against three U.S. Air Force contracts related to its technology.
