UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from to

 Commission file number 001-42460

 (Exact name of registrant as specified in its
charter)

 Massachusetts

 99-3527155

 (State or other jurisdiction of

incorporation or organization)

 (IRS Employer

Identification No.)

 4851 Tamiami Trail N, Suite 200
 Naples, FL

 34103

 (Address of Principal Executive Offices)

 (Zip Code)

 339 - 222-6714

 Registrant's telephone number, including
area code

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange

on which registered

 Class A common stock, par value $0.0001 per share

 RAIN

 The Nasdaq Stock Market LLC

 Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50

 RAINW

 The Nasdaq Stock Market LLC

 Securities registered
pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No

 Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
 No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate
by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No

 The registrant was no t a public company at June
30, 2024, the last business day of the registrant's most recently completed second fiscal
quarter, and therefore it cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates
at such date. The registrant's Class A common stock began trading on the Nasdaq Stock Market LLC on January 2, 2025.

 As of April 15, 2025, there were 7,528,761
shares of the registrant's Class A common stock, par value $0.0001 per share, and 57,752 shares of the registrant's Class
B common stock, par value $0.0001 per share, outstanding.

 DOCUMENTS INCORPORATED
BY REFERENCE

 None.

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
 Equity Securities

 Item 6

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16

 Form 10-K Summary

 SIGNATURES

 i

 EXPLANATORY NOTE

 On
 December 31, 2024 (the " Closing Date "), Coliseum Acquisition Corp, a Cayman
 Islands exempted company (" Coliseum "), Rain Enhancement Technologies,
 Inc., a Massachusetts corporation (" RWT "), Rain Enhancement Technologies
 Holdco, Inc., a Massachusetts corporation (" Holdco", the "Company", "we",
 "us" or "our"),
 Rainwater Merger Sub 1, Inc., a Cayman Islands exempted company and wholly-owned subsidiary
 of Holdco (" Merger Sub 1 "), and Rainwater Merger Sub 2A, Inc., a Massachusetts
 corporation and wholly-owned subsidiary of Coliseum (" Merger Sub 2 ") consummated
 the previously announced business combination (the " Business Combination ")
 pursuant to the terms of the Business Combination Agreement, dated as of June 25, 2024
 (as amended on August 22, 2024, the " Business Combination Agreement ").

 Pursuant to the Business Combination Agreement,
on the Closing Date, (i) Coliseum merged with and into Merger Sub 1, with Merger Sub 1 as the surviving company of such merger (the " SPAC
Merger ") and (ii) following the SPAC Merger and as a part of the same overall transaction, Merger Sub 2 merged with and into
RWT, with RWT as the surviving entity of such merger (the " Company Merger " and, together with the SPAC Merger, the
" Mergers "), and, after giving effect to such Mergers, each of Merger Sub 1 and RWT became a wholly owned subsidiary
of Holdco (the time that the SPAC Merger became effective being referred to as the " SPAC Merger Effective Time," the
time that the Company Merger became effective being referred to as the " Company Merger Effective Time," and the time
after which both Mergers became effective being referred to as the " Closing "). Following the Closing, Holdco holds
all of the equity interests of RWT and Merger Sub 1.

 ii

 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS AND RISK FACTOR SUMMARY

 This Annual Report on Form 10-K (this "Annual Report")
contains forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform
Act of 1995, including statements regarding, among other things, the plans, strategies and prospects, both business and financial, of
the Company. These statements are based on the beliefs and assumptions, whether or not identified in this Annual Report, of the management
of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking
statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking
statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including
statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that
refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are
forward-looking statements. These statements may be preceded by, followed by or include the words "anticipate," "believe,"
"could," "continue," "estimate," "expect," "forecast," "intend,"
"may," "might," "plan," "possible," "potential," "project," "scheduled,"
"seek," "should," "will" or similar expressions, but the absence of these words does not mean that
a statement is not forward-looking. Forward-looking statements contained in this Annual Report include, but are not limited to, statements
about the ability of the Company to:

 general economic uncertainty;

 the volatility of currency exchange rates;

 RWT's ability to manage growth;

 the Company's ability to obtain or maintain the listing of Class A Common Stock on Nasdaq or any other national exchange;

 risks related to the rollout of RWT's business and expansion strategy;

 the effects of competition on RWT's future business;

 the impact of and changes in governmental regulations or the enforcement thereof, tax laws and rates, accounting guidance and similar matters in regions in which the Company operates or will operate in the future;

 international, national or local economic, social or political conditions that could adversely affect the companies and their business;

 the effectiveness of the Company's internal controls and its corporate policies and procedures;

 changes in personnel and availability of qualified personnel;

 the volatility of the market price and liquidity of the Class A Common Stock and Warrants;

 potential write-downs, write-offs, restructuring and impairment or other charges required to be taken by Holdco subsequent to the Business Combination;

 factors relating to the business, operations and financial performance of the Company and its subsidiaries, including:

 the anticipated benefits of the Business Combination may not be achieved;

 iii

 changes in the Company's business strategy, plans for growth or restructuring may increase its costs or otherwise affect its profitability;

 the Company's revenues and results of operations may fluctuate significantly;

 protecting and defending against intellectual property claims may have a material adverse effect on the Company's business;

 changes in evolving technologies may negatively affect the Company's business, financial condition or results of operations;

 the Company will be subject to risks associated with possible acquisitions, dispositions, business combinations, or joint ventures; and

 business interruptions from circumstances or events out of the Company's control could adversely affect the Company's operations.

 Forward-looking statements are provided for illustrative
purposes only and are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the
date hereof. You should understand that the factors discussed under the heading " Risk Factors " and elsewhere in this
Annual Report, could affect the future results of the Company, and could cause those results or other outcomes to differ materially from
those expressed or implied in the forward-looking statements in this Annual Report.

 In addition, the risks described under the heading
" Risk Factors " are not exhaustive. Other sections of this Annual Report describe additional factors that could adversely
affect the businesses, financial conditions, or results of operations of the Company. New risk factors emerge from time to time and it
is not possible to predict all such risk factors, nor can the Company assess the impact of all such risk factors on the businesses of
the Company, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained
in any forward-looking statements. All forward-looking statements attributable to the Company or persons acting on their behalf are expressly
qualified in their entirety by the foregoing cautionary statements. The Company undertakes no obligations to update or revise publicly
any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 In addition, this Annual Report contains statements
of belief and similar statements that reflect the beliefs and opinions of the Company on the relevant subject. These statements are based
upon information available to the Company as of the date of this Annual Report, and while the Company believes such information forms
a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that
the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are
inherently uncertain and you are cautioned not to unduly rely upon these statements.

 Summary Risk Factors

 Our
business is subject to numerous risks and uncertainties, including those highlighted in the section entitled " Risk Factors ",
that represent challenges that we face in connection with the successful implementation of our strategy and the growth of our business.
In particular, the following considerations, among others, may offset our competitive strengths or have a negative effect on our business
strategy, which could cause a decline in the price of shares of our Class A Common Stock or Warrants and result in a loss of all or a
portion of your investment:

 iv

 Risks Relating to RWT's Business and Industry

 RWT has a limited operating history and has not yet generated any revenues, which makes it difficult to forecast its future results of operations.

 RWT expects to incur significant expenses and losses for the foreseeable future.

 RWT's estimates of market opportunity and growth forecasts may prove to be inaccurate.

 RWT's growth is dependent upon its ability to successfully support and service its clients.

 RWT may not manage growth effectively.

 RWT will need additional capital to pursue its business objectives and respond to business opportunities, challenges or unforeseen circumstances, and it cannot be sure that additional financing will be available.

 RWT has identified a material weakness in its internal control over financial reporting as of and for the year ended December 31, 2023 and determined that it had not been remediated as of December 31, 2024.

 We may face litigation and other risks as a result of the restatement of RWT's pre-merger audited financial statements and the material weakness in RWT's internal control over financial reporting.

 RWT can provide no assurance of the effectiveness and success of ionization rainfall generation technology in increasing precipitation.

 RWT has not demonstrated it can develop rainfall generation technology and faces barriers in replicating meaningful rainfall generation. If RWT cannot successfully overcome those barriers, its business will be negatively impacted and could fail.

 RWT may not be able to manufacture its technology at the pace, scale and volume needed to generate and meet market demand.

 The markets for rainfall generation-related products are in nascent stages, and RWT may have limited opportunities to license its technologies or sell its products.

 RWT may be harmed by competing technologies.

 RWT will be dependent on its suppliers and manufacturers, and supply chain issues could delay the introduction of RWT's product and negatively impact its business and operating results.

 RWT may be affected by failures of its clients, both private and public, to meet their payment obligations.

 RWT's future success depends in part on recruiting and retaining key personnel and failure to do so may make it more difficult for RWT to execute the business strategy.

 v

 RWT's operations, projects and prospects are located in remote areas, and RWT's production, processing and product delivery will rely on the infrastructure and skilled labor being adequate and remaining available.

 RWT's business is dependent on the international market prices of energy and fiberglass, among other materials, which are both cyclical and volatile.

 System security and data protection breaches, as well as cyber-attacks, could disrupt RWT's operations, which may damage RWT's reputation and adversely affect its business.

 Clients and others may hold RWT accountable for changing environmental and/or weather conditions, including challenges resulting from excessive rain.

 Political, regulatory and social opposition to RWT's activities could adversely impact its business and reputation.

 The intellectual property rights of others may prevent RWT from commercializing its products or developing new technology or entering new markets, and RWT's business may suffer or be exposed to liability or costly litigation if third parties assert that RWT violates their intellectual property rights.

 RWT's ability to expand in certain locations is subject to land restriction policies and permits which RWT may fail to obtain or which may be terminated or not renewed by governmental authorities.

 Risks Relating to Ownership of Holdco Securities

 There can be no assurance that we will be able to comply with the continued listing rules of Nasdaq.

 An active trading market for Class A Common Stock may not develop or be sustained and the share price of the Class A Common Stock may be volatile.

 If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market of the Class A Common Stock may decline.

 The RWT Founders have substantial control over the Company, which could limit other shareholders' ability to influence corporate matters and could delay or prevent a change in corporate control.

 The Dual Class Structure may have the effect of concentrating voting control with the holders of Class B Common Stock.

 The requirements of being a public company may strain the Company's resources and distract management and Holdco will incur substantial costs as a result of being a public company.

 vi

 Item 1. Description of Business

 Overview

 Rain Enhancement Technologies,
Inc. ("RWT") was founded to provide the world with reliable access to water, one of life's most important resources.
To achieve this mission, RWT aims to develop, manufacture and commercialize ionization rainfall generation technology.

 Today, water scarcity
issues are one of the world's foremost concerns. According to the World Wildlife Fund, 1.1 billion people globally lack access to
water for basic necessities, and, according to the American Geophysical Union, 80% of global croplands are expected to experience water
scarcity by 2050, threatening agricultural yields.

 RWT is combining unique
expertise, personnel, and weather data to develop, improve and undertake efforts to commercialize ionization rainfall generation technology
that enhances rainfall when conditions are appropriate in the atmosphere. RWT plans to build its core platform with software, meteorology,
hardware, product design and operations to make rainfall generation more dependable. RWT intends to improve on existing rainfall generation
technologies by introducing robust measurement tools, including automation technology, rain gauges, and weather stations, to more precisely
quantify the positive water benefit it expects to deliver to millions globally.

 RWT is working to develop, invent, improve, manufacture, commercialize
and operate technologies that enhance rainfall and elevate water reserves. We believe that RWT's future technology will yield potable
water that can be used for all purposes. The projected cost (not including land costs, which are still being determined) and energy requirements
for RWT's future technology are modest on a per gallon basis for communities and ecosystems, estimated to be $0.10 per cubic meter,
approximately 10 times less than other alternative technologies. RWT intends to enhance agricultural, industrial and household water supplies
for all the communities in which it operates by developing technology and services to serve governmental and commercial clients'
needs in creating water resiliency and abundancy.

 RWT's business
model is based on a unique one-to-many community-centric business model. The numerous client segments to which RWT markets and sells include
large landowners including agriculture, resorts, energy and transportation companies, insurance and reinsurance companies, decarbonization
initiatives of major corporations and philanthropists, supranational governmental organizations, and city, county, state, federal and
non-U.S. governments. In addition, RWT aims to leverage its offerings and enhance its proprietary position by expanding RWT's water
generation products through licensing and acting as a channel partner for additional water generation technologies.

 RWT has a limited operating
history and has not yet generated any revenue, and its ability to generate revenue sufficient to achieve profitability will depend on
its ability to successfully build and commercialize rainfall generation technology.

 RWT's management
and expected members of the Board include individuals with extensive experience in the water technology industry, which will offer RWT
advantages, both in terms of its research and development and the commercial value of its intended product offerings.

 RWT's website can be found at
references to the SEC's and our website are inactive textual references only, and information contained therein or connected thereto
is not incorporated into this Annual Report.

 RWT's Strategy

 RWT's mission is
to provide the world with reliable access to water at a time when water scarcity is one of the world's foremost concerns. RWT intends
to fulfill its mission by:

 Developing and Leveraging Technology. RWT believes that its ionization rainfall generation platform will offer substantial technological advantages compared to other competing and more traditional chemical cloudseeding technologies. RWT intends to develop a technological lead and build upon it by leveraging and further developing its offerings, as well as its world-class team.

 Implementing a One-to-Many Community-Centric Business Model. RWT utilizes a "one-to-many" business model, whereby a
single hardware system it installs can be used for multiple clients going forward. By bearing the risk on manufacturing and installing
its own hardware and technology systems, RWT will be able to own the output, allowing it to sell its rainfall generation technology to
multiple clients for each installed system. Once RWT breaks even on the costs of a single hardware system, operating leverage of any upfront
hardware costs means that incremental clients using the same system are expected to rapidly expand gross margin on each hardware system
installed. Clients will be able to pay for prioritized use of the system, allowing RWT to grow and scale to serve the needs of both small
and large clients. The considerable projected range of RWT's ionization systems means that clients could potentially be found within
an approximately 50-mile radius as a result of naturally occurring updrafts (i.e., small-scale currents of rising air) for each single
installed system. As such, rollouts across a county could be efficient and cost effective, particularly because installed systems will
be monitored remotely. The useful life of RWT's hardware systems is expected to be 10 to 15 years in the field, with opportunities
to replace components to extend lifetimes potentially indefinitely, which will allow RWT to serve a number of clients with just one operating
system over a period of many years. In addition, natural weather conditions may contribute to RWT's one-to-many business model by
allowing it to leverage certain geographies' unique environmental features to promote enhanced rainfall production in specific areas
and to serve more diverse sets of clients in various locations. Examples of these include strong wind updrafts, humidity and optimal orographic
conditions. RWT believes that the one-to-many business model will allow it to systematically adjust different ionization systems which
it has installed based on weather patterns at specific locations, which will permit it to better direct location and timing of the rainfall
generation technology.

 Developing and Enhancing RWT's Proprietary Position. RWT
 is working to drive innovation in ionization rainfall generation technology and seeks intellectual property protection where
 appropriate to enhance its technology position.

 Expanding RWT's Water Generation Technologies and Ancillary Services. RWT plans to develop and commercialize other rainfall and water generation
ancillary services in addition to ionization rainfall generation. RWT also intends to license and act as a channel partner for additional
water generation technologies, including desalination, water purification, mineral extraction and/or cloudseeding, among others.

 Developing RWT's Ionization Rainfall Generation Technology Ecosystem. RWT seeks to partner with leaders throughout diverse segments to develop, demonstrate, optimize and commercialize its technology and water generation services.

 Industry Background:
Ionization Rainfall Generation

 History and Development
of Core Technology

 RWT's ionization
rainfall generation platform will capitalize on approximately 70 years of technological efforts beginning in the 1950s at one of the largest
industrial conglomerates in the United States. Ionization rainfall generation technology has been used for fog dissipation during the
cold war, as well as rainfall generation and hail reduction in a number of locales over the decades. Weather forecasting models, computing
power plus ground-based radar networks have allowed weather forecasting to improve exponentially over the past decade. Cloud condensation
nuclei and the water cycle are now broadly accepted science. Water scarcity has unfortunately reached critical levels throughout North
America and Europe. Federal and local governments, and Fortune 500 companies all recognize the urgency of action as water becomes a social
justice issue.

 Traditional cloudseeding
involves the use of chemicals dispensed from aircraft at precise moments of raincloud formation, creating potential risks (such as environmental
concerns and unintended downstream consequences, for example, small concentrations of chemical substances affecting cloudseeding-produced
rain). Desalination plants offer an alternative technology for increasing the supply of potable water but such process is highly energy
intensive, expensive and requires transportation from the coast to inland clients.

 Ionization rainfall generation
technology allows for lower operating costs at scale and provides a method that does not use chemicals in the rainfall generation process.
Both chemical and ionic approaches have been utilized for weather modification, including rainfall generation, hail reduction, and cloud
dispersal.

 Historically, piloted aircraft (e.g. cropping) or drones delivered
chemicals into clouds at the right time in order to enhance rainfall. However, ionized rainfall generation technology is ground-based,
capitalizing on natural updraft airflow. Based on third party trials in Oman, the operating range of RWT's ionized rainfall generation
equipment is expected to be considerable, as it will be reliant upon natural updrafts to carry the ions into clouds with sufficient water
vapor to condense and form rain droplets. Such third-party testing has demonstrated that the equipment's reliance on natural updrafts
would result in it being powered by a minimal source of energy, approximately 600kWh annually based on 100 hours of operation per month,
which is approximately the amount required in one year by an average household oven. Moreover, as the technology is developed, RWT intends
to continue working on ways to maintain low and efficient energy usage.

 Ionized rainfall generation technology does not allow rainfall to be
created. It may enhance the amount and possibility of rainfall when conditions are appropriate in the atmosphere and cloud formation is
underway in an approximately 40-mile radius, according to third-party testing. The third-party experiments in Oman, using ionizers based
on existing rainfall generation technology, indicate that the majority of the rainfall generation occurs within approximately 60 miles
of the ground-based ionizers. This range allows for placement of the equipment to optimize for the cost of land leases, as well as predominant
wind flows.

 By installing multiple systems at appropriate ranges away from the
desired impact area, RWT's approach would allow for enhanced rainfall with high level, broad-based targeting, by synchronizing the
ionization on-off with increasingly accurate weather information and forecasting. RWT is in the process of partnering with ground-based
radars and satellite imaging for optimal and powerful real time weather forecasting data access.

 In addition, RWT expects
that its systems will be able to be manufactured and installed in approximately four to six months, which differs from the desalination
process that generally takes several years to obtain permits and build associated energy generation. RWT believes that the expected rapid
time-to-market and anticipated use of off-grid solar and wind power systems will provide an advantage in addressing water scarcity in
the coming decades.

 Initial installation would be more costly than the cloudseeding approaches
and requires a small amount of semi-permanent land to operate from. However, RWT's system would be able to operate continually up
to 365 days per year, and key post-installation costs would be modest, including electricity and monitoring. Once installed, the system
is expected to use approximately 600 kwH of energy consumption per year. Reliance on natural updrafts would limit targeting but would
minimize energy use and avoid using chemicals in the rain enhancement process. Ultimately, some of the water that condenses due to RWT's
operation will come out of nearby oceans per the established "water cycle".

 In Oman, over a six-year
randomized third-party trial from 2013 to 2018, an ionization rainfall generation system based on existing technology 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. Three years after this trial occurred,
news reporters in Oman continued to report enhanced rainfall as compared to prior years when the hardware was not operating. In addition,
trials performed by third-party individuals funded by the National Key Research and Development Plan of China and the National Natural
Science Foundation of China in the Wushaoling and Liupan Mountains in China also indicate that an ionization rainfall generation system
helped increase rainfall in the area by 20%. RWT believes significant improvements from software, synchronization with real-time weather,
and broader placement would lead to even greater rainfall generation. Furthermore, RWT believes it can create an ionization rainfall generation
team that will be well capitalized, with the full suite of expertise required, to commercialize and scale ionization rainfall generation.

 Commercialization
and Scale of Ionization Rainfall Generation Technology

 Ionization rainfall generation
technology has shown promise in third-party trials, and thus commercialization and scale of this technology will require a strong go-to-market
and operations infrastructure to show the market the rain enhancement capacities of these systems. The first phase of commercialization
is expected to include leveraging RWT's management and Board to develop global sales organizational structures and methodologies,
as well as building operations, sales, marketing and customer service functions to accelerate client traction. RWT also intends to create
operating momentum by achieving enhanced rainfall in the initial systems that it deploys, in order to demonstrate the viability of this
technology to the market. It is anticipated that this will enable RWT to expand into existing client bases, create additional client verticals,
and drive future global expansion. The second phase of commercialization and scale of rainfall generation technology is expected to involve
investment in additional technologies to optimize the performance of the systems. This includes investment and development of weather
forecasting models, computing power, data collection tools and ground-based radar networks, among other things, in order to improve RWT's
weather forecasting abilities. Supporting growth at scale will require manufacturing optimizations, bill of materials value engineering,
and enhancing software controls and machine learning to automate the operational and data collecting processes.

 For more details regarding
the steps that RWT's management team believe are necessary to commercialize and scale ionization rain enhancement technology, please
see " RWT Management's Discussion and Analysis of Financial Condition and Results of Operations - Plan of
Operations. "

 Trial Results Based
on Existing Third-Party Technology

 There is a void for institutionally
supported analysis for quantifying rainfall generation from rainfall generation technology. Previous rainfall generation trials by third
parties relied on comparisons of trial results with long-term averages of rainfall on a given catchment. However, the high variability
of rainfall data has hindered conclusive demonstrations of efficacy using such techniques. Demonstrating efficacy, however, will rely
on statistical evaluation of data obtained while operating the technology under real-world scenarios.

 In the third-party trials
for previously existing rainfall generation technology in Oman, the NIASRA employed statistical estimation methodology estimating the
correlation between observations of rainfall at different locations at specific time intervals to make concurrent predictions of rainfall
in a target area with both a control model and effects model to assess the ground-based ionization technology performance. The NIASRA
concluded in these third-party trials that the methodology used is well instrumented and scientifically rigorous, and that it has the
potential to increase precipitation. Third-party trials in Oman have indicated a high probability of rainfall generation if ionization
rainfall generation technologies are used.

 In 2022, the model-based
approach used in these third-party trials was noted in the Journal of Royal Statistical Society and the International Statistical Review.
The results in these third-party trials demonstrate the plausible practical effects of and plausible analysis methods for the technology
that RWT intends to develop.

 RWT's Business
Overview

 Ionization Rainfall
Generation Market Opportunity

 The global water crisis
has massive economic implications. Global health organizations estimate that water scarcity in some regions could impact GDP by up to
6% with $260 billion lost globally each year due to lack of basic water and sanitation. Morgan Stanley estimates that $1.4 trillion will
be invested in expanding and improving global water infrastructure over the next four years. RWT's economic impact is intertwined
with the number of people it can help get access to water they would have otherwise not received, allowing it to capture a significant
portion of the impending water spend.

 Unlike with the price
of fossil fuel commodities, where governments can step in to shield consumers from volatility, water cannot easily be manufactured at
large scale. For instance, due to droughts there are cities in California's Central Valley whose access to water is severely limited,
with populations relying upon emergency bottled water handouts to survive. Water tables continue to decline across the West, South and
Southwest of the United States to near-emergency levels, and the price of water has climbed.

 RWT's ionization
rainfall generation platform is expected to create large new markets due to its low energy consumption, ease of operation, and large area
impact. With a low entry price for access, demand from all client segments is anticipated to grow strongly, indicated by both initial
client data points as well as the past decade of trials in Oman. RWT's planned technological approach of ground-based ionization
stations is expected to allow it to implement a one-to-many community-centric business model, as described above under "RWT's
Strategy." Numerous clients can be sold services off of the same hardware platform. RWT intends to create new markets to commercialize
and scale ionization rainfall generation by bringing down the cost of its technology, reducing friction to access, and continually improving
its technology and capabilities.

 RWT intends to pioneer
and create a new market for enhanced rainfall. RWT is beginning its sales focus in the United States with the intent to expand to Canada
and Western Europe, and take advantage of new opportunities that may present themselves in any region. By setting up its ionization rainfall
generation systems in areas with many constituent potential clients, it expects to be able to sell up to a dozen segments of user benefits
from the same hardware array. Small improvements in annual rainfall make significant differences to industries such as insurance, agriculture
and resorts.

 RWT recognizes that increasing
the water table, potable water reserves, and greening urban and suburban areas are another way to attract clients, while making a positive
operating contribution with as few as one client per site. RWT is targeting commercial clients in each operating area, and adding potential
governmental and philanthropic clients as the business develops.

 RWT's Business
Model

 RWT's strategy
consists primarily of a focus on ground-based ionization stations to implement a one-to-many community-centric business model, as described
above under "RWT's Strategy".

 For its initial enhanced
rainfall business, RWT plans to invest in the development and improvement of ground-based ionization stations, hardware platforms and
technologies to enable enhanced rainfall. Leveraging its extensive design, simulation and prototyping capability, it intends to set up
its ionization rainfall generation systems in areas with many constituent potential clients, allowing it to sell its technology to numerous
segments of users who will all benefit from the same hardware array. Small increases in annual rainfall make significant differences to
industries such as insurance, agriculture and resorts, and RWT aims to partner with leaders throughout these diverse client segments to
develop, demonstrate, optimize, commercialize and license its technologies.

 To increase the likelihood
that its technologies are adopted, RWT plans to lead with the development of its technology and then determine reasonable royalties. Successful
negotiation of these royalties is generally dependent on:

 Explaining the benefits of RWT's services, including any size, power and performance benefits;

 Explaining the value proposition over existing or alternative technologies;

 Explaining the manufacturability of the technologies;

 Countering bias against externally developed solutions; and

 Providing technical and market data supporting our products.

 Rainfall generation technology
integrates several advanced engineering and scientific disciplines, and the resulting products are of interest in a broad variety of application
domains. As such, RWT continues its ongoing development of strong technical and business relationships with both current and prospective
clients across diverse industries. Those client relationships provide not only a source of ongoing and growing revenue but also insights
into industry trends that will help RWT build desirable products. For instance, RWT plans to pioneer new technologies for image processing
and object recognition, while staying apprised of potentially relevant technical advances from elsewhere.

 RWT's business model will allow for affordable installation and
manufacturing costs, expected to initially be approximately $280,000 per system, and an all-in cost of approximately $425,000 that includes
labor, a meteorologist and other related costs. We expect these initial administrative, setup and manufacturing costs to include, among
other expenses: power systems, control systems, all the fiber-reinforced plastic and steel work, shipping and inspections. This entry
level installation price point will allow clients to be "laddered up" with a "land and expand" sales strategy,
which will also involve continued involvement with RWT as it expects to be the sole operator for its rainfall generation services.

 RWT intends to develop
and improve software and machine learning control systems to provide more specific area targeting, as well as more precise operating timing.
We believe that RWT's prospective partnerships for proprietary radar and weather data will give it client segmentation and pricing
opportunities. Wherever possible RWT will endeavor to strike multi-year WaaS ("water as a service")-like client contracts.

 Commercialization
of Water Technology

 RWT has pulled together
ingredients to commercialize and scale ionization rainfall generation. RWT also intends to acquire and license adjacent technologies that
expand its solutions offering to clients. Its management have experience scaling businesses over the prior decades. R&D leadership
and technology is important; however the RWT team knows that operations, sales, marketing, and client service are equally vital to drive
product-market fit at scale.

 RWT also has a global
hiring and relationships network to tap into to promote the acceleration of its channel and client traction. It is implementing best in
class global sales organization structures and methodologies. By adding adjacent technologies over time, RWT expects to leverage a unified
global sales team in the hundreds to sell multiple solutions to the same client base, increasing its presence with clients as well as
drive bottom-line margin contribution.

 RWT recognizes that long
term success is about client satisfaction and delivering solution efficacy and reliability. Manufacturing optimization, build-of-material
value engineering, and the generation of software controls and machine learning are all expected to play vital roles in driving sustained
and profitable growth. RWT also is negotiating partnerships with global manufacturing, supply-chain firms to ensure the smooth rollout
of its ionization rainfall generation systems worldwide.

 As part of its commercial
strategy, RWT intends to negotiate agreements with various resorts across the Americas and Western Europe to utilize RWT's technology
to build up the water tables around these resorts. Success in these initial agreements will allow RWT to leverage its success to a number
of different resorts and properties worldwide.

 Manufacturing

 RWT plans to involve
a set of manufacturing partners that have previously manufactured versions of RWT's technology in Australia, along with a list of
similar manufacturing partners in the United States.

 RWT's apparatus design will be optimized to be modular, resulting
in a high level of consistency and predictability with each build. The initial design is projected to weigh about 4,000 kilograms (8,000
pounds), and be shipped in four large crates. It will require a crane and some on site general contractor project management to pour a
concrete pad for the footings. The power necessary to operate the system is expected to be generated by off-grid solar and wind power
systems, for which a small array will typically suffice (however, batteries may be used depending on daylight and weather conditions).
We believe that the apparatus will be capable of being assembled with several people and a crane in only a few days.

 The largest components
are custom manufactured from Fiber Reinforced Polyester ("FRP") to form the non-conductive legs of the system by a third-party
manufacturer experienced in large scale FRP work (e.g. chemical tank manufacturers). The antenna components will largely be made from
Pultruded and sheet FRP by RWT in-house. Additional pultruded FRP is used to form braces and ancillary components, along with custom machined
nylon. Some steel fabrication is completed for adapters and supports, including the footing sections and winching components to raise
and lower the system. The systems are pre-assembled by RWT prior to shipping to customers to ensure all components fit, meet quality assurance
requirements and form a complete "ready-to-install" system in kit format.

 The main components to be sourced will be steel and FRP, along with
readily available controllers, high voltage insulators, electronics, metal and nylon fasteners. RWT intends to develop and incorporate
into the machines advanced technology, including systems integration and artificial intelligence to improve predictability of location
and timing of enhanced rainfall.

 RWT plans to do its own sourcing for the materials required to operate
its products and intends to maintain a small inventory in its own leased warehouse. RWT expects to work with clients and their general
contractor partners for installation plans for each device to suit the final selected site.

 Clients

 RWT's business
model is based on a unique one-to-many community centric business model. We initially intend to focus primarily on geographic areas in
North America and Western Europe, before further global expansion. The various client segments where RWT intends to sell to include, among
others:

 1.

 Large landowners, including scaled agriculture, wineries, ranches, farmland, golf courses and resorts;

 2.

 Energy and transportation companies, including hydroelectric, nuclear power, and river cargo;

 3.

 Entities actively managing and or building water sources (i.e., farmers, ranchers managing active dams or adding more dams);

 4.

 Oil and gas industry (due to massive water needs of up to 9.7 million gallons of water for a single well);

 5.

 Insurance and reinsurance companies (i.e., fire prevention);

 6.

 Decarbonization initiatives of major corporations and philanthropists, including substantial ESG impacts from growing flora and greening;

 7.

 Supranational governmental organizations headquartered in the US and EU;

 8.

 Water agencies and authorities in city, county, state, and federal governments; and

 9.

 Companies focused on creating drinkable water from sustainable sources of water (i.e., rain-bottled RWT companies).

 Large landowners have
the benefit of controlling the land for ionization rainfall generation equipment deployment and its measurement using automated rain gauges,
as well as benefitting from the entire rainfall generation. Large landowners who are willing to provide positive externalities to land
adjacent to them are anticipated as early adopters of RWT's services.

 We think energy and transportation
companies will also benefit in a very binary manner from enhanced rainfall, as they often cannot operate without sufficient water levels.
RWT's business plan contemplates that these companies will be willing to pay an annual sum to subscribe to and utilize RWT's
services to maximize their operational capacities.

 In another segment, we
plan to enter into arrangements (which currently do not exist) that will allow insurance premiums to be reduced for homeowners in regions
taking active measures to enhance rainfall. The added benefit to such homeowners comes in the form of decarbonization contribution, habitat
expansion and greening.

 Governments are a typically
slower sales cycle, however at all levels are capable of including an annual allowance for rainfall generation, which we expect would
be a longstanding budget item once adopted.

 Supranational organizations
such as the World Bank and IFC have the ability to commit to sizable programs for improving water reserves, the water table and potable
water (although there can be no assurances that they will do so). Both developed and emerging markets are in need of RWT's technology
and we anticipate significant traction in this category.

 Sales and Marketing

 RWT's sales activities
focus primarily on rain enhancement services to public clients and commercial markets, as well as water conservation consulting and solutions.
In the future, RWT plans to expand its sales activities to other water generation technologies, such as desalination, wastewater treatment,
water purification, mineral extraction and cloudseeding, among others. Product marketing focuses on identifying the needs and product
requirements of its clients. Product marketing also manages the development of all of its technologies throughout the development cycle
and creates the required marketing materials to assist with the adoption of the technologies to its various client segments.

 Principal Factors
Affecting Barriers to Entry & Competitive Landscape

 Barriers to Entry

 There are a number of
barriers to entry in the ionization rainfall generation industry, including, among others: (a) key technical personnel, (b) scientific
expertise to drive development and improvements of technology (including software and machine learning automation), (c) client relationships/contracts,
(d) manufacturing and supply chain efficiencies, (e) key sales & marketing personnel, and (f) brand awareness. Another barrier to
entry involves market expansion, specifically with respect to expanding our services from initial trials into clients including, among
others, commercial clients, land developers and the agricultural sector.

 Competitive Position

 The operating competitive
landscape has minimal to no brand awareness amongst clients, and is comprised of primarily players in the following categories: (i) mature
industrial/chemicals/wastewater, (ii) cloudseeding startups, (iii) adjacent water startups, and (iv) existing governmental operations.
As with every vibrant pioneering technology ecosystem, several startups in the water technology sector have ceased operating over the
years, however we also expect to see other competing technologies emerge.

 The capital raised from
the Business Combination will provide RWT with some of the funding necessary to drive growth both organically and inorganically. We plan
to acquire and/or license adjacent technologies and add them to the product portfolio of RWT. We intend to implement best practices for
structuring compensation to help retain all key technical and client-facing talent.

 We anticipate that being
the first publicly traded rainfall generation firm can facilitate growth in client momentum, due to the enhanced visibility and higher
caliber of employees RWT can attract with liquid equity instruments. RWT expects that having an acquisition currency will also allow it
to outcompete private competitor companies in terms of inorganic growth opportunities.

 Holdco's listing
on Nasdaq is a considerable advantage over smaller private companies in the water technology sphere. RWT also aims to retain the advantages
of a nimbler startup over long-established industrial players. Moving quickly to capitalize on innovations and unlock new client demand
is expected to be a hallmark of RWT's approach given its team's track record.

 RWT has begun operations
with a clear eye on value engineering, manufacturing scale and optimizations, as well as a world class software and machine learning team.
RWT is currently negotiating a near-shore supply chain to minimize lead time and shorten turnaround times for new innovation, and it intends
to have R&D and manufacturing all in the same building.

 While the current iteration
of the rain enhancement systems that RWT initially plans to install will not require additional R&D, as they have been proven to work
in third-party trials, RWT intends to invest in significant research and development in order to commercialize and scale the technology.
In particular, the current systems require local support personnel to operate the devices, and require manual reading of rain gauges and
manual analysis of the statistics derived from the weather data. Accordingly, in order to scale and commercialize the business, RWT plans
to engage in R&D to automate these functions, as well as to develop and adopt new ways of delivering the ionization aerosols from
the systems to allow the technology to be deployed in the widest possible field conditions. For more information on the steps, technological
developments and improvements that RWT will need to make to the rain enhancement technology in order to bring advancements to the systems
to market, please see " RWT Management's Discussion and Analysis of Financial Condition and Results of Operations ",
in particular the sub-headers "- Investment in Research and Development (R&D), Innovation and Technology ",
"- Development and Enhancement of Proprietary Technology ", and "- Plan of Operations ".

 Integrating the latest
weather forecast techniques and data, along with automated control systems and water gauge measurements will enable continual improvement
of any existing generation of hardware in the field.

 RWT management estimates
that each equipment site is expected to break even on approximately $1 million of annual revenue on a cash flow basis (with hardware costs
factored in year one), plus operating costs. Multi-year contracts will be sought to make it difficult for new entrants to win market share.
RWT's business model will be focused on achieving long term client lock-in through SaaS-like, multi-annual contracts.

 Moreover, there are several
approaches to rainfall generation besides RWT's approach. There are companies developing and commercializing chemical-based cloudseeding
technologies. These companies utilize traditional cloudseeding technology, which involves the use of chemicals such as silver iodide,
potassium iodide and dry ice that are dispensed from aircrafts at precise moments of raincloud formation creating potential risks and
unintended consequences. Compared to the traditional chemical cloudseeding approach, RWT's ionization rainfall generation approach
does not use chemicals in the rain enhancement process. Moreover, we think that RWT's ionization rainfall generation could enjoy
lower operating costs than traditional chemical cloudseeding. Lastly, the difference between RWT and these companies lies in the expertise
in operations and leading team of water entrepreneurs that provides RWT with a competitive advantage.

 Proceeds of the Business
Combination

 As described in more
detail elsewhere in this Annual Report, the Business Combination between Holdco, RWT, Coliseum, and Merger Sub closed on December 31,
2024. The gross funds available upon the Closing was approximately $9.0 million. The parties to the Business Combination incurred an aggregate
of approximately $11.6 million of transaction expenses. At the Closing, the Company paid an aggregate of approximately $8.9 million of
transaction expenses, and deferred the remaining $2.7 million. Following the payment of transaction expenses, the net cash available to
the Company from the Business Combination was approximately $0.1 million.

 In connection with the
Closing, the Company also recorded a subscription receivable of $650,000 from two PIPE Investors for the purchase of 57,083 shares of
Class A Common Stock. On January 29, 2025, the Company closed $500,000 of such subscription receivable pursuant to the terms of subscription
agreements (collectively, the "PIPE Subscription Agreements") between the Company and certain investors (the "PIPE Investors")
and issued an aggregate of 43,910 shares of Class A Common Stock to the PIPE Investors. On February 6, 2025, the Company closed on the
remaining $150,000 of subscription receivable pursuant to the PIPE Subscription Agreements and issued an aggregate of 13,173 shares of
Class A Common Stock to the PIPE Investors. Additionally, the Company has a $7 million loan agreement (the "Loan Agreement")
from an affiliate of Harry You, subject to the terms and conditions of the Loan Agreement, of which $839,000 has been borrowed as of the
date of this Annual Report. The Company may seek additional sources of capital, but there can be no assurance that additional financing
will be available to the Company on favorable terms or at all. See " Risk Factors – the Company will need additional capital
to pursue its business objectives and respond to business opportunities, challenges or unforeseen circumstances, and it cannot be sure
that additional financing will be available."

 RWT's primary use
of proceeds from the Business Combination will be to support the development and organic growth of its ionization rainfall generation
platform. Additional water technologies can be acquired or licensed provided a significant margin of error is maintained on reaching profitability
on the ionization rainfall generation.

 Approximately equal components
of investment are expected in building RWT's sales and marketing infrastructure, as its technical (hardware, software, physics and
engineering) and operations (client, install, maintenance and manufacturing) talent. Attracting and retaining the leading talent in the
world, and manufacturing and installing its hardware will be the primary use of capital through breakeven.

 Additional rainfall generation
technologies, as well as adjacent desalination, wastewater treatment, water purification, mineral extraction, cloudseeding and other water
generation services may be considered for inorganic expansion.

 RWT management currently
estimates approximately $6.3 million and approximately $62 million in expenses for its one-year and five-year business plan. Prior to
the Closing, RWT management determined that RWT would be able to execute on its operating plan for at least the next 12 months following
the Closing if RWT received at least $10 million in proceeds from the Business Combination, after giving effect to redemptions of Public
Shares but before the payment of transaction expenses. Because the Company received $9 million in gross proceeds from the Business Combination
before the payment of transaction expenses, the Company has adjusted production ramp-up in order to align the associated cash requirements,
especially for working capital, with actual timing and/or realized proceeds of the Business Combination. Adjustments have been made by
reducing or shifting planned operational costs and R&D investments, on a short-term basis, until additional funding is obtained. RWT
management has determined that the RWT system's design is complete, requiring no additional R&D in the near-term, and that the
main cash requirement for operations in the next 12 months will be staffing and operations. As of December 31, 2024, the Company
had approximately $37,000 in cash. Additionally, the Company has a $7 million Loan Agreement from an affiliate of Harry You, of which
$839,000 has been borrowed as of the date of this Annual Report. However, we cannot assure you that the Company will not need additional
sources of capital to operate its business in the next 12 months, or that it will be able to obtain additional capital for its five-year
business plan. See " Risk Factors - RWT will need additional capital to pursue its business objectives and respond to business
opportunities, challenges or unforeseen circumstances, and it cannot be sure that additional financing will be available."

 For more information,
see " RWT Management's Discussion and Analysis of Financial Condition and Results of Operations - Plan of
Operations - Summary of Milestones and Material Cash Requirements."

 Government and Other
Regulations

 RWT expects its technology
will be subject to certain environmental and governmental regulations. Certain jurisdictions have codified regulations around cloudseeding
that may subject RWT's rainfall generation platforms to certain licensing and permitting requirements. For instance, the Texas Department
of Licensing and Regulation regulates the use of cloudseeding through a licensing and permitting procedure codified in the Texas Weather
Modification Act. Furthermore, the use of certain materials for seeding purposes will likely be subject to governmental and other regulations.
For more information, see " Risk Factors - Risks Relating to Regulatory and Legal Matters".

 Research & Development

 RWT's research
and development groups will work closely with its sales and marketing groups, as well as its clients and partners, to bring its products
to market in a timely, high-quality and cost-efficient manner. RWT expects research and development costs to total approximately $2.2
million per year.

 RWT has a roadmap of technological developments and improvements it
plans to undertake, including optimizing the electrical and mechanical components to maximize the number of ions produced, improving the
design for cost, installation, and attaining the maximum number of ions aloft and directionally into the cloud layer. RWT also intends
to develop and improve software and machine learning control systems to provide more specific area targeting, as well as more precise
operating timing. We are developing a roadmap of software features to optimize power consumption, improve serviceability and reduce site
visits, as well as to integrate with third party weather-data sources.

 In its ionization rainfall
generation business, RWT will invest in world-class R&D supported by strong relationships. RWT aims to offer advantages in generation
rainfall technology, providing distinctive features, low-energy technology, ease of operation and large area impact to its clients. RWT
further intends to license and act as a channel partner in additional water generation technologies. RWT intends to have relationships
with an assortment of water technology partners, whose licensed technologies include cloudseeding, water purification, and mineral extraction,
among others. RWT intends to license these technologies and introduce them to its already established clients and prospective clients.

 Intellectual Property

 RWT is focused on building
a strong scientific roadmap to underpin an analytical understanding with meaningful predictive power of its ionization rainfall generation
platform. The principles have been observed for many decades, however RWT expects it will be the first company to fully control the plasma
and fluid dynamics underpinning rainfall generation. RWT has also obtained a worldwide, perpetual, exclusive license under certain patents
from Dr. Theodore Anderson, a distinguished plasma physicist and author of Plasma Antennas. RWT intends to build its IP portfolio
with the hopes of creating robust growth.

 RWT intends to evaluate
intellectual property portfolios for purchase in the fields of water generation technology, scientific validation and causal inference.
Its evaluation criteria for patent acquisitions will include, for example: the sales and profitability of the relevant products, its view
of the prospects of the market for the relevant products, size of the portfolio, legal criteria and its assessment of the likelihood of
obtaining negotiated licenses.

 RWT has the capital and
experience to drive continued innovation and protect its inventions via a patent strategy that will create defensibility around fundamental,
proprietary technologies, business processes and methodology. RWT will aim to build its patent portfolio in the United States with cross
filings in the European Union. Both a defensive and offensive approach will be incorporated to its investment in this arena.

 RWT intends to protect
its future intellectual property rights via a combination of patent, trademark, and trade secret laws in the United States and other jurisdictions,
as well as with contractual protections, to establish, maintain and enforce rights in its proprietary technologies.

 In addition, RWT intends
to protect its future intellectual property rights through non-disclosure and invention assignment agreements with its employees and consultants
and through non-disclosure agreements with business partners and other third parties.

 Employees and Human
Capital Resources

 RWT's employees
will be critical to its success. RWT is proud of its world-class team and seeks to hire employees dedicated to its focus on developing
and commercializing the best ionization rainfall generation technology.

 RWT's full-time
employees are expected to be primarily based in Naples, Florida, though some employees may be working remotely. RWT also plans to engage
a small number of consultants and contractors to supplement its permanent workforce. As of the filing date of this Annual Report, RWT
has three independent contractors and one full-time employee, the Chief Executive Officer. It has retained a Chief Financial Officer as
a consultant on an interim basis. RWT also plans to hire a Chief Technology Officer, and two additional employees with sales, operations
or climate expertise. RWT's employees are engaged in research and development, business development, sales and delivery of its products
and services.

 To date, RWT has not
experienced any work stoppages and maintains good working relationships with its personnel. None of RWT's employees are subject
to a collective bargaining agreement or are represented by a labor union at this time.

 Properties

 RWT's principal
executive office is, and its corporate headquarters are expected to be, located in Naples, Florida. In order to accommodate anticipated
growth and to recruit and retain top talent, RWT anticipates seeking additional facilities in various locations. RWT anticipates it will
be able to obtain additional space as needed under commercially reasonable terms.

 Corporate Structure

 As described above and
contemplated by the Business Combination Agreement, the Business Combination was consummated via a multiple-merger structure (also known
as "double dummy"), consisting of the SPAC Merger and the Company Merger. Under this structure, upon the consummation of the
Business Combination, Holdco became the public company listed on Nasdaq and each of RWT (as the surviving entity of the Company Merger)
and Merger Sub 1 (as the surviving company of the SPAC Merger) are wholly-owned subsidiaries of Holdco. Accordingly, the business of developing,
improving, and commercializing ionization rainfall generation technology will continue to be conducted by RWT as a subsidiary of Holdco.

 Under the Holdco A&R
Articles, Holdco may engage in any and all lawful business for which a business corporation may engage in under the MBCA. In the future,
Holdco may acquire additional businesses or assets which may or may not be complementary to the RWT business. If Holdco acquires a business
or assets that are not complementary to the RWT business, such business or assets may not be able to leverage our existing infrastructure
or operational experience, which may increase the costs and risk associated with such acquisitions, and we may determine in connection
with such acquisition or afterward to separate the ownership of such business or assets from that of RWT through a spin-off, split off
or otherwise of RWT or of such business or assets. See the section entitled " Risk Factors - Holdco may invest in
or acquire other businesses in the future, which may or may not be complementary to the RWT business. Investing in or acquiring other
businesses will require the devotion of a significant amount of time and resources, may not be successful, and could negatively impact
Holdco's results of operations, financial condition and liquidity. "

 Legal Proceedings

 From time to time, Holdco
and RWT are expected to be involved in certain claims and legal proceedings arising in the normal course of business. While the resolution
of these matters cannot be predicted with certainty, Holdco and RWT do not believe, based on current knowledge, that the outcome of any
currently pending legal proceedings in which Holdco or RWT is currently involved will have a material adverse effect on Holdco's
consolidated financial position, results of operations or cash flow.

 Item 1A. Risk Factors

 You should carefully consider the following
risk factors in addition to the other information included in this Annual Report, including matters addressed in the section entitled
"Cautionary Statement Regarding Forward-Looking Statements and Risk Factor Summary." We may face additional risks and uncertainties
that are not presently known to us, or that we currently deem immaterial, which may also impair our business, prospects, financial condition
or operating results. The following discussion should be read in conjunction with our consolidated financial statements and notes to
the consolidated financial statements included herein.

 Risks Relating to RWT's Status as an Emerging Company

 RWT has a limited operating history and has not yet generated
any revenues, which makes it difficult to forecast its future results of operations.

 As a result of RWT's limited operating history, its ability to
accurately forecast the future results of operations is limited and subject to a number of uncertainties, including RWT's ability
to plan for and model future growth. RWT's ability to generate revenues will largely be dependent on its ability to develop and
improve ionization rainfall generation technology, and market and sell its services and products. RWT's business model is in the
early stages of development and its technical roadmap may not be realized as quickly as hoped, or even at all. The development of RWT's
business model will likely require the incurrence of significant costs, while RWT's revenues will be impacted by technological,
go-to-market, and operational advancements which may not occur on the currently anticipated timetable or at all. Further, in future periods,
RWT's growth could slow or decline for a number of reasons, including but not limited to slow market acceptance, increased competition,
competing technology, inability to develop, improve or effectively scale up RWT's technology, a decrease in the growth of the overall
market, government regulation, or RWT's failure, for any reason, to continue to take advantage of growth opportunities.

 RWT will also encounter risks and uncertainties frequently experienced
by growing companies in rapidly changing industries. If RWT's assumptions regarding these risks and uncertainties and its future
growth are incorrect or change, or if RWT does not address these risks successfully, RWT's operating and financial results could
differ materially from its expectations, and its business could suffer. RWT's success as a business ultimately relies upon fundamental
research and development breakthroughs in the coming years and decade. There is no certainty these research and development milestones
will be achieved as quickly as hoped, or even at all.

 RWT expects to incur significant expenses and losses for the
foreseeable future.

 RWT believes that it will incur operating and net losses until it is
able to grow its one-to-many business model at scale, deliver a robust, sustainable pipeline of clients and acquire long-term, multi-annual
contracts. Among other things, RWT will incur ongoing expenses in connection with the design, development and manufacturing of its technology,
conduct and expansion of its research and development activities, increases in its sales and marketing activities, development of its
distribution infrastructure, and increases in its general and administrative functions to support its growing operations.

 RWT may find that these efforts are more expensive than it currently
anticipates or that these efforts may not result in revenues, which would further increase RWT's losses. If RWT is unable to achieve
and/or sustain profitability, or if RWT is unable to achieve the growth that it expects, it could have a material effect on RWT's
business, financial condition or results of operations. RWT's business model is unproven and may never allow it to cover its costs.

 RWT's estimates of market opportunity and growth forecasts
may prove to be inaccurate.

 Market opportunity estimates and growth forecasts, including those
RWT has generated itself, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate.
RWT's business plan assumes a strong sales pipeline of actionable client targets that can be converted to revenue-generating clients
beginning in 2025. However, RWT does not currently have clients, and the variables that go into the calculation of RWT's client
acquisition forecasts are subject to change over time. There is no guarantee that any particular number or percentage of clients or companies
covered by its estimates will purchase its products at all or generate any particular level of revenue for RWT. Any growth of RWT's
business depends on a number of factors, including the cost, performance, and perceived value associated with its technology.

 RWT's success will also depend upon its ability to expand, scale
its operations, and increase its sales capability. RWT's business model allows for affordable installation and manufacturing costs,
expected to initially be approximately $280,000 per system, which price point will allow clients to be "laddered up" with
a "land and expand" sales strategy, which will also involve continued involvement with RWT as it expects to be the sole operator
for its rainfall generation services. The all-in cost is expected to be approximately $425,000 that includes labor, a meteorologist and
other related costs. However, RWT has not implemented such strategy with any clients as of the date of this Annual Report, and cannot
assure you that it will be successful. Further, unforeseen issues associated with scaling up the technology at commercially viable levels
could negatively impact RWT's business, financial condition and results of operations.

 RWT's growth is dependent upon its ability to successfully
support and service its clients.

 Because RWT's platform is expected to be unique in certain respects,
its future clients will require particular support and service functions, some of which are not currently available, and may never be
available. If RWT is unable to attract and retain the service and support staff needed in its client locations, it may not be able to
successfully launch pilot projects or support and maintain the installation and operation of projects that have been sold. If RWT experiences
delays in adding such support capacity or servicing its future clients efficiently, or experiences unforeseen issues with the reliability
of its platform, it could overburden RWT's servicing and support capabilities. Similarly, increasing the number of RWT products
and services would require it to rapidly increase the availability of these services. Failure to adequately support and service its future
clients may inhibit RWT's growth and ability to expand.

 RWT may not manage growth effectively.

 RWT's failure to manage growth effectively could harm its business,
results of operations and financial condition. RWT anticipates that a period of significant expansion will be required to address potential
growth. This expansion will place a significant strain on RWT's management, operational and financial resources. Expansion will
require significant cash investments and management resources and there is no guarantee that they will generate additional sales of RWT's
products or services, or that RWT will be able to avoid cost overruns or be able to hire additional personnel to support them. In addition,
RWT will also need to ensure its compliance with regulatory requirements in various jurisdictions applicable to the sale, installation
and servicing of its products. To manage the growth of its operations and personnel, RWT must establish appropriate and scalable operational
and financial systems, procedures and controls and establish and maintain a qualified finance, administrative and operations staff. RWT
may be unable to acquire the necessary capabilities and personnel required to manage growth or to identify, manage and exploit potential
strategic relationships and market opportunities.

 RWT will need additional capital to pursue its business objectives
and respond to business opportunities, challenges or unforeseen circumstances, and it cannot be sure that additional financing will be
available.

 RWT will need additional capital to pursue its
business objectives. RWT's business and its future plans for expansion are capital-intensive and the specific timing of cash inflows
and outflows may fluctuate substantially from period to period. RWT management currently estimates approximately $6.3 million and approximately
$62 million in expenses for its one-year and five-year business plan.

 As of December 31, 2024, after Closing, the Company
had approximately $37,000 in cash. Additionally, the Company has a $7 million line of credit from an affiliate of Harry You, of which
$839,000 has been borrowed as of the date of this Annual Report. The Company has adjusted production ramp-up in order to align with the
available funding. RWT's management has determined that the RWT system's design is complete, requiring no additional R&D
in the near-term, and that the main cash requirement for operations in the next 12 months will be production cost of additional units,
staffing and operations. The Company's management determined that the Company has access to funds under the Loan Agreement,
and the affiliate of Harry You has the financial ability to provide such funds, that are sufficient to fund the working capital needs
of the Company over the next 12 months from the date of issuance of this Annual Report. However, RWT expects to require additional capital
to pursue its business objectives in the future. RWT's business and its future plans for expansion are capital-intensive and the
specific timing of cash inflows and outflows may fluctuate substantially from period to period. However, we cannot assure you that the
Company will be able to obtain additional capital for its five-year business plan.

 RWT's operating plan may change because of factors currently
unknown, and RWT may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources,
such as strategic collaborations. Such financings may result in dilution to stockholders, issuance of securities with priority as to liquidation
and dividend and other rights more favorable than common stock, imposition of debt covenants and repayment obligations or other restrictions
that may adversely affect its business. In addition, RWT may seek additional capital due to favorable market conditions or strategic considerations
even if it believes that it has sufficient funds for current or future operating plans. There can be no assurance that financing will
be available to RWT on favorable terms, or at all. The inability to obtain financing when needed may make it more difficult for RWT to
operate its business or implement its growth plans.

 Risks Relating to RWT's Business and Industry

 There are many risks and uncertainties that may affect RWT's
operations, performance, development and results. Many of these risks are beyond RWT's control. The following is a description of
the important risk factors that may affect RWT's business and industry. If any of these risks were to actually occur, RWT's
business, financial condition or results of operations could be materially adversely affected. Additional risks and uncertainties not
currently known to RWT or that RWT currently considers to be immaterial may also materially adversely affect its business, financial condition
or results of operations.

 We have identified a material weakness
in our internal control over financial reporting as of and for the year ended December 31, 2023 and determined that it had not been
remediated as of December 31, 2024. If we are unable to develop and maintain an effective system of internal control over financial reporting,
we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us
and materially and adversely affect our business and operating results.

 Our management is responsible for establishing and maintaining adequate
internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted
in the United States of America ("U.S. GAAP"). Our management is likewise required, on a quarterly basis, to evaluate the
effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those
internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will
not be prevented or detected on a timely basis.

 We have identified a material weakness in our internal control over
financial reporting as of and for the year ended December 31, 2023 regarding the calculation of deferred tax assets and disclosure of
income taxes in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Classification ("ASC")
Topic 740, "Income Taxes.". This misstatement led to a change in accounting for the correction of the error in calculating
the gross deferred tax asset and the offsetting valuation allowance, as well as the omission of certain income tax disclosures. However,
it did not impact RWT's liquidity, cash flows, or operating costs during the period covered by RWT's audited consolidated
financial statements. RWT's management determined that the material weakness had not been remediated as of December 31, 2024. For
a discussion of management's consideration of the material weakness identified related to such issues, see "Note 2"
of RWT's audited consolidated financial statements including in the prospectus filed with the SEC on December 12, 2024.

 A material weakness is a deficiency, or a combination of deficiencies,
in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or
interim consolidated financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls
are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material
weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately
have the intended effects.

 We intend to take steps to remediate this material
weakness, including plans to hire or engage a specialist to assist in the preparation of the income tax provision and disclosures. The
elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately
have the intended effects.

 Efforts to remediate this material weakness may
not be effective or prevent any future material weakness or significant deficiency in Holdco's internal control over financial reporting.
If Holdco's efforts are not successful or other material weaknesses or control deficiencies occur in the future, Holdco may be unable
to report its financial results accurately on a timely basis, which could cause Holdco's reported financial results to be materially
misstated and result in the loss of investor confidence and cause the market price of the Class A Common Stock to decline. Ineffective
internal controls could also cause investors to lose confidence in Holdco's reported financial information, which could have a negative
effect on the trading price of its stock. Failure to implement and maintain effective internal controls over financial reporting could
also subject Holdco to potential delisting from Nasdaq or any other stock exchange on which its stock is listed or to other regulatory
investigations and civil or criminal sanctions.

 We can give no assurance that the measures that Holdco plans to take
in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial
results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or
circumvention of these controls. Holdco is required, pursuant to Section 404 of the Sarbanes-Oxley Act, to annually furnish a report
by management on, among other things, the effectiveness of its internal control over financial reporting. This assessment needs to include
disclosure of any material weaknesses identified by Holdco's management in its internal control over financial reporting. Holdco
is required to disclose changes made in its internal control and procedures on a quarterly basis. To comply with the requirements of being
a public company, Holdco may need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting
or internal audit staff. If Holdco is unable to hire the additional accounting and internal audit staff necessary to comply with these
requirements, Holdco may need to retain additional outside consultants. If Holdco is unable to conclude that its internal controls over
financial reporting are effective, investors may lose confidence in Holdco's financial reporting, which could negatively impact
the price of Holdco's securities.

 We may face litigation and other risks
as a result of the restatement of RWT's pre-merger audited consolidated financial statements and the material weakness in
RWT's internal control over financial reporting.

 RWT's management and its board of directors concluded that it
was appropriate to restate RWT's pre-merger previously issued and audited consolidated financial statements as of and for the year
ended December 31, 2023. As discussed in "Note 2" of RWT's audited consolidated financial statements including in the
prospectus filed with the SEC on December 12, 2024, RWT identified a material weakness in its internal controls over financial reporting
regarding the calculation of deferred tax assets and disclosure of income taxes in accordance with FASB ASC 740.

 As a result of such material weakness, the restatement and other matters
raised or that may in the future be raised by the SEC, RWT incurred additional costs, including increased accounting and legal fees, and
RWT faces (and RWT and Holdco following the Business Combination face) potential for litigation or other disputes which may include, among
others, claims invoking the federal and state securities laws, or other claims arising from the restatement and material weaknesses in
RWT's internal control over financial reporting and the preparation of RWT's consolidated financial statements. As of the
date of Annual Report, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation
or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect
on the business of Holdco and its results of operations and financial condition.

 RWT can provide no assurance of the effectiveness and success
of ionization rainfall generation technology in increasing precipitation.

 Commercial applications of ionization rainfall generation technology
are still at the initial stages of development, and further development and extensive testing will be required to determine its technical
feasibility and commercial viability. The scientific community continues to debate whether rainfall generation technology has been able
to produce statistically significant results in augmenting rainfall or other types of precipitation, with some authors suggesting that
it remains a "pseudo-science", whereas other authors have found statistically meaningful results. At this point in time, given
the complexities of attributing increased precipitation to weather modification technologies, scientists have neither conclusively proven
nor disproven that ionization rainfall generation technologies and/or other types of weather modification technologies augment and optimize
precipitation.

 RWT's success will depend on its ability to prove and demonstrate,
to potential clients and the broader community, scientific and technological advances and to translate such advances into commercially
competitive products. Failure can occur at any stage of the process. If the development of this technology is not successful or the market
is not convinced that ionization rainfall generation technologies lead to demonstrable results, RWT may invest substantial amounts of
time and money without developing revenue-producing products. As RWT eventually enters into more robust development and trials of the
technology, the data and results generated may not be as compelling as earlier results in previous trials done by third parties.

 In light of the unproven technology involved and the other factors
described elsewhere in this Annual Report, there can be no assurance that RWT will be able to successfully complete the development, commercialization
or marketing of any new technology or products which could materially harm its business, results of operations and prospects.

 RWT has not demonstrated it can develop rainfall generation technology
and faces barriers in replicating meaningful rainfall generation. If RWT cannot successfully overcome those barriers, its business will
be negatively impacted and could fail.

 Rainfall generation is a difficult undertaking.
There are significant engineering, technology, operational and climatological challenges that RWT must overcome to deliver consistent
results with its platform. RWT is in the development stage and faces significant challenges in the development of its rainfall generation
platform and in producing the necessary technology and machines in commercial volumes. Some of the development challenges that could prevent
the introduction of RWT's technology include, but are not limited to, failure to: find scalable ways to secure real estate to set
up and operate trials, secure paying client engagements, hire key team members with relevant water expertise, address any and all permitting
requirements, establish prototyping scalability and bespoke supply chains, find adequate construction partners, and grow, create and train
a productive sales force. Additionally, RWT may fail to achieve a high degree of repeat success in rainfall generation, which could lead
to a failure to ensure client retention. RWT may also fail to realize the potential of rainfall generation technology.

 RWT has not demonstrated it can market and sell its rainfall
generation technology and faces market barriers to entry that it may not be able to overcome.

 RWT's rain enhancement ionization technology is not widely adopted
or accepted in the market. RWT may face difficulties overcoming skepticism about its ability to create rain, or creating too much rain,
or taking rain away from areas where it could naturally fall. RWT may need to educate the market to develop a broader understanding and
acceptance of the science underlying the technology, as well as convince clients that the benefits justify the investment and costs of
implementing its technology. RWT faces further challenges to streamline its go-to-market strategy, integrate its technology with other
products and services, build its brand and engender loyalty while improving the core technology offering.

 RWT may not be able to manufacture its technology at the pace,
scale and volume needed to generate and meet market demand.

 RWT will need to develop the manufacturing process necessary to make
rainfall generation technology in high volume. RWT has not yet devised or validated a manufacturing process or acquired the tools or processes
that may be necessary to produce rainfall generation technology that meets all commercial requirements. If RWT is not able to overcome
these manufacturing hurdles in building its technology, RWT's business is likely to fail.

 Even if RWT completes development and achieves volume production of
its platform, if the cost, performance characteristics or other specifications of the rainfall generation technology fall short of RWT's
projections, RWT's business, financial condition and results of operations would be adversely affected.

 Additionally, developing manufacturing techniques to produce the volume
required to achieve forecasted production could hinder profitability in the future. If RWT's technology fails to achieve a broad
advantage in generating rainfall, its business, financial condition and future prospects may be harmed.

 The markets for rainfall generation-related products are in nascent
stages, and RWT may have limited opportunities to license our technologies or sell its products.

 The rainfall generation industry is in the early stage of commercializing
rainfall generation technology. Skepticism around the efficacy of the technology's ability to enhance rainfall has hindered previous
adoption.

 RWT's success will depend upon its ability to expand, scale its
operations, and increase its sales capability, which may take longer or be more expensive than expected. Unforeseen issues associated
with scaling up and constructing RWT's technology at commercially viable levels could negatively impact RWT's business, financial
condition and results of operations. RWT's growth is dependent upon its ability to successfully market and sell rainfall generation
technology. RWT does not have experience with the mass distribution and sale of rainfall generation technology. Its growth and long-term
success will depend upon the development of its sales and delivery capabilities.

 RWT may be harmed by competing technologies.

 The markets in which RWT operates are rapidly evolving to address increasing
global need for reliable access to water, creating additional investment in competition. There has been significant improvement in water
generation technologies such as desalination and chemical-based cloudseeding. As these markets continue to mature and new technologies
and competitors enter such markets, RWT expects competition to intensify. RWT could lose market share and its revenues could decline,
thereby affecting its earnings and potential for growth. In particular, although RWT does not plan to use chemicals in its manufacturing
and production process, chemical-based cloudseeding companies may provide additional competition due to the maturity of chemical-based
technology, more established historical operational data, stronger research groups, demonstrated effects in specific use cases, market
acceptance and funding by recognized institutions.

 In the future, RWT's technologies may also compete with other
emerging technologies. These technologies may be less expensive and provide higher or additional performance. Companies with these competing
technologies may also have greater resources. Technological change could render its technologies obsolete, and new, competitive technologies
could emerge that achieve broad adoption and adversely affect the use of its technologies and intellectual property.

 RWT will be dependent on its suppliers and manufacturers, and
supply chain issues could delay the introduction of RWT's product and negatively impact its business and operating results.

 RWT has not yet entered into relationships with potential suppliers
and manufacturers. However, when RWT enters into relationships with suppliers and manufacturers, it may face delays in the introduction
of its product due to supply chain issues. The manufacture, installation, production and operation of the ionization rainfall generation
technology is expected to be dependent upon third party suppliers, service providers and networks. When RWT begins contracting with suppliers
and manufacturers, it may be adversely affected if it is not able to obtain the required materials, supplies and critical spare parts
required to build the machinery and operate our technology.

 Any of the following factors (and others) could have an adverse impact
on RWT's operations:

 RWT's inability to enter into agreements with suppliers on commercially reasonable terms, or at all;

 difficulties of suppliers ramping up their supply of materials to meet RWT's requirements;

 a failure to forecast humidity conditions, natural updrafts and realized range for rainfall enhancement activities;

 a failure to retain key technical staff;

 introduction of new regulations limiting or prohibiting weather modification, including the reinterpretation of existing regulations and/or the issuance of executive orders limiting/prohibiting weather modification;

 a significant increase in the price of one or more components, including due to industry consolidation occurring within one or more component supplier markets or as a result of decreased production capacity at manufacturers;

 any reductions or interruption in supply, including disruptions on RWT's global supply chain as a result of geopolitical conflicts, which RWT may in the future experience;

 financial problems of either manufacturers or component suppliers;

 significantly increased freight charges, or raw material costs and other expenses associated with RWT's business;

 a failure to develop its supply chain management capabilities and recruit and retain qualified professionals;

 a failure to adequately authorize procurement of inventory by RWT's contract manufacturers;

 a failure to appropriately cancel, reschedule, or adjust its requirements based on RWT's business needs; or

 other factors beyond RWT's control or which it does not presently anticipate, could also affect its suppliers' ability to deliver components to RWT on a timely basis.

 If any of the aforementioned factors were to materialize, it could
cause RWT to halt production of its rainfall generation technology and/or entail higher manufacturing costs, any of which could materially
adversely affect RWT's business, operating results, and financial condition and could materially damage relationships with future
clients.

 RWT's products may not achieve market success, but will
still require significant costs to develop.

 RWT believes that it must continue to dedicate significant resources
to its research and development efforts before knowing whether there will be market acceptance of its RWT rainfall generation technologies.
Furthermore, the performance of these products is uncertain. RWT's rainfall generation services could fail to attain sufficient
market acceptance, if at all, for many reasons, including:

 pricing and the perceived value of RWT's platform relative to its cost;

 delays in releasing rainfall generation technologies with sufficient performance and scale to the market;

 failure to produce products of consistent quality that offer functionality comparable or superior to existing or new products;

 ability to produce products fit for their intended purpose;

 failures to accurately predict market or client demands;

 defects, errors or failures in the design or performance of RWT's rainfall generation technologies;

 negative publicity about the performance or effectiveness of RWT's technology;

 strategic reaction of companies that market competitive products; and

 the introduction or anticipated introduction of competing technology.

 To the extent RWT is unable to effectively develop and market its rainfall
generation technologies to address these challenges and attain market acceptance, its business, operating results and financial condition
may be adversely affected.

 RWT intends to make significant investments in new products and
services that may not achieve technological feasibility or profitability or that may limit RWT's revenue growth.

 RWT intends to make significant investments in research, development,
and marketing of new technologies, products and services. Investments in new technologies are speculative and technological feasibility
may not be achieved. Commercial success depends on many factors including demand for innovative technology, availability of materials
and equipment, selling price the market is willing to bear, competition and effective licensing or product sales. RWT may not achieve
significant revenues from new product and service investments for a number of years, if at all. Moreover, new technologies, products and
services may not be profitable, and even if they are profitable, operating margins for new products and businesses may not be as high
as the margins we have experienced historically or originally anticipated.

 RWT may fail to obtain statistically significant results that
demonstrate its ability to enhance rainfall.

 RWT intends to create standardized measurement approaches and collect
climatological data in order to demonstrate statistically significant results indicating its ability to successfully achieve rainfall
generation. Its ability to achieve replicable statistically significant results is not yet proven, and failure to do so may affect its
commercial success. Currently, there is limited research and no historical basis for RWT's ability to develop, manufacture, and
deliver this technology, as well as on its ability to implement this technology regardless of location. RWT may also experience increased
costs relating to obtaining, analyzing, and reviewing data that demonstrates statistical significance of this technology in increasing
rainfall.

 RWT may not be able to accurately estimate the future supply
and demand for its rainfall generation technology, which could result in a variety of inefficiencies in its business and hinder its ability
to generate revenue. If RWT fails to accurately predict how clients will adopt its platform, it could incur additional costs or experience
delays.

 It is difficult to predict RWT's future revenues and appropriately
budget for its expenses, and RWT may have limited insight into trends that may emerge and affect its business. RWT anticipates being required
to provide forecasts of its demand to its current and future suppliers prior to the scheduled delivery of products and technology to potential
clients. Currently, there is limited research and no historical basis for making judgments on the demand for rainfall generation technology
or its ability to develop, manufacture, and deliver this technology, or RWT's profitability, if any, in the future. If RWT overestimates
client adoption of its platform, its suppliers may have excess inventory, which indirectly would increase RWT's costs. If RWT underestimates
its requirements, its suppliers may have inadequate inventory, which could interrupt manufacturing of its products and result in delays
in shipments and revenues. In addition, lead times for materials and components that RWT's suppliers order may vary significantly
and depend on factors such as the specific supplier, contract terms and demand for each component at a given time. If RWT fails to accurately
qualify client adoption curves of its platform in the near- and medium-term period, which may cause failure to order sufficient quantities
of product components in a timely manner, the delivery of its technology to its potential clients could be delayed, which would harm RWT's
business, financial condition and operating results.

 RWT may fail to accurately estimate the size and growth of client
demands.

 There is no assurance that RWT will be able to ramp its business to
meet client demands about rainfall timing and predictability. Potential clients may require rapid increases in production on short notice.
RWT may not be able to purchase sufficient supplies or allocate sufficient manufacturing capacity to meet such increases in demand. Rapid
client ramp-up in the future and significant increases in demand may strain RWT's resources or negatively affect its margins. Inability
to satisfy client demand in a timely manner may harm its reputation, reduce its other opportunities, damage its relationships with clients,
reduce revenue growth, and/or cause it to incur contractual penalties. Failure to grow at rates similar to that of other competitors in
the industry may adversely affect RWT's operating results and ability to effectively compete within the industry.

 RWT may fail to find adequate sites to operate its platform and
machinery.

 RWT's ability to meet its financial and operating objectives
depends on its ability to find adequate sites to operate its machines and platform, which can be difficult and expensive. The process
to find adequate sites (including leases) requires compliance with numerous zoning, environmental, and governmental requirements. Further,
the cost of operation, including leases, may become economically unfeasible causing RWT to abandon or cease operations at said site. RWT's
ability to find such sites could hinder our financial operating objectives and adversely affect operating results.

 RWT may be affected by failures of its clients, both private
and public, to meet their payment obligations.

 A failure of RWT's future clients to meet their payment obligations
may affect its ability to receive payments under its contracts. In addition to RWT's potential contracts with private parties, RWT
intends to derive a portion of its revenues directly or indirectly from contracts with federal, state and city agencies, and other governmental
authorities of various countries, in areas relating to, among others, water resiliency, decarbonization, forest fire mitigation, agricultural
and other water infrastructure projects. The funding of these programs could be reduced or eliminated due to numerous factors beyond RWT's
control, including lack of funding or budgetary constraints due to current political party views, geopolitical events, sovereign default,
and other macro- or micro-economic conditions. A reduction or elimination of government spending under RWT's contracts could cause
a material adverse effect on its business, financial condition, results of operations and cash flow.

 RWT's clients may refuse to pay for rainfall generation
services that directly or indirectly benefit other nearby parties.

 RWT expects its offerings to have an expansive
operating range, with rainfall occurring anywhere within an approximately 50-mile radius. Accordingly, there may be situations where a
party who has not paid for RWT's technology could still benefit from nearby rain enhancement, particularly since the success of
the technology is linked to specific weather conditions. It is possible that RWT's clients may not want and/or fail to meet some
or all of their payment obligations when the rain enhancement did not solely or directly benefit them or the specific area it was intended
to. This failure to collect payment owed may adversely harm RWT's business, financial condition and operating results.

 RWT's future success depends in part on recruiting and
retaining key personnel and failure to do so may make it more difficult for us to execute the business strategy.

 RWT is dependent upon the continued services of
key personnel, including members of its executive management team. The loss of any one of these individuals could disrupt our operations
or its strategic plans. Additionally, RWT's future success will depend on, among other things, its ability to hire and retain the
necessary qualified sales, marketing and managerial personnel, for whom it competes with numerous other companies, academic institutions
and organizations. If RWT loses key employees, if it is unable to retain other qualified personnel, or if its management team is not able
to effectively manage it through these events, RWT's business, financial condition, and results of operations may be adversely affected.

 RWT's operations, projects and prospects will be located
in remote areas, and its production, processing and product delivery will rely on the infrastructure and skilled labor being adequate
and remaining available.

 RWT's success depends to a significant extent on its ability
to attract, hire, and train qualified employees, including its ability to attract employees with the necessary skills in the regions in
which it will operate. While very technical skills should not be required for basic construction and ongoing maintenance of RWT's
platform, in order to successfully operate its technology, it will need to hire qualified project managers, engineers, and statisticians
who, respectively, can properly and self-sufficiently maintain and manage its technology suite, evaluate weather data, and have the required
expertise to improve system design and functionality. RWT could experience increases in its recruiting and training costs and decreases
in its operating efficiency, productivity and profit margins if it is unable to attract, hire and train a sufficient number of skilled
employees to support its operations.

 RWT's business is dependent on the international market
prices of energy and fiberglass, among other materials, which are both cyclical and volatile.

 RWT expects that its business and financial performance will be affected
by the market prices of energy needed to power the platform. Although its cost and energy requirements are expected to be modest on a
per gallon basis, prices of energy have been subject to wide fluctuations and are affected by numerous factors beyond RWT's control,
including international economic and political conditions, the cyclicality of consumption, actual or perceived changes in levels of supply
and demand, the availability and costs of substitutes, inventory levels maintained by users, actions of participants in the commodities
markets and currency exchange rates. Current or future semiconductor shortages could also affect production. In addition, market prices
and supply chain delays in obtaining fiberglass (the key material required for the apparatus design) could potentially inhibit production
schedules.

 System security and data protection breaches, as well as cyber-attacks,
could disrupt RWT's operations, which may damage RWT's reputation and adversely affect its business.

 In recent years, cyberattacks, including denial-of-service attacks,
ransomware attacks, business email compromises, computer malware, viruses, social engineering (including phishing) and other tactics designed
to gain access to and exploit sensitive information by breaching mission critical systems of large organizations have increased in volume
and sophistication. RWT's information technology systems and automated machinery, which it will rely on to operate its business,
could be exposed to such tactics. RWT may also experience unavailable systems, unauthorized access or disclosure due to employee theft
or misuse, sophisticated nation-state and nation-state supported actors and advanced persistent threat intrusions. RWT may be unable to
implement adequate preventative measures or stop security breaches while they are occurring, and attackers may sabotage or to obtain unauthorized
access to RWT's systems, networks, or physical facilities. Actual or perceived breaches of RWT's security measures or the
accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about
RWT, its partners, its clients or third parties could expose us and the parties affected to a risk of loss or misuse of this information,
resulting in litigation and potential liability, paying damages, regulatory inquiries or actions, damage to the RWT brand and reputation
or other harm to the RWT business. Additionally, cyberattacks that impacts RWT's ability to operate its platform could result in
production errors, processing inefficiencies and unscheduled downtime/degradation of operations, in turn causing the loss of sales and
clients, and decreased revenue and increased overhead costs, which could have a material adverse effect on our results of operations.

 Unfavorable conditions in RWT's industry or the global
economy, could limit RWT's ability to grow its business and negatively affect its results of operations.

 RWT's results of operations may vary based on the impact of changes
in its industry or the global economy on RWT or its potential clients. Negative conditions in the general economy both in the United States
and abroad, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, international
trade relations, pandemics (such as the COVID-19 pandemic), political turmoil, natural catastrophes, warfare, and terrorist attacks on
the United States or elsewhere, could cause a decrease in business investments, including the progress on development of rainfall generation
technologies, and negatively affect the growth of RWT's business. In addition, in challenging economic times, potential future clients
may experience cash flow problems and as a result may modify, delay or cancel plans to purchase RWT's products and services. Additionally,
if RWT's clients are not successful in generating sufficient revenue or are unable to secure financing, they may not be able to
pay, or may delay payment of, accounts receivable due to RWT. Moreover, RWT's key suppliers may reduce their output or become insolvent,
thereby adversely impacting RWT's ability to manufacture its products. Furthermore, uncertain economic conditions may make it more
difficult for RWT to raise funds through borrowings or private or public sales of debt or equity securities. RWT cannot predict the timing,
strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry.

 Holdco may invest in or acquire other businesses in the future,
which may or may not be complementary to the RWT business. Investing in or acquiring other businesses will require the devotion of a significant
amount of time and resources, may not be successful, and could negatively impact Holdco's results of operations, financial condition
and liquidity.

 Following the Closing, each of RWT (as the surviving
entity of the Company Merger) and Merger Sub 1 (as the surviving company of the SPAC Merger) are wholly-owned subsidiaries of Holdco.
We intend for the business of developing, improving, and commercializing ionization rainfall generation technology to continue to be conducted
by RWT as a subsidiary of Holdco.

 Under the Holdco A&R Articles, Holdco may engage in any and all
lawful business for which a business corporation may engage in under the MBCA. In the future, Holdco, directly or indirectly, may acquire
additional businesses or assets which may or may not be complementary to the RWT business. The costs of such acquisitions may be substantial,
including as a result of professional fees and due diligence efforts. There is no assurance that the time and resources expended on pursuing
a particular acquisition will result in a completed transaction, or that any completed transaction will ultimately be successful. In addition,
Holdco may be unable to identify suitable acquisition or strategic investment opportunities, or may be unable to obtain any required financing
or regulatory approvals, and therefore may be unable to complete such acquisitions or strategic investments on favorable terms, if at
all.

 Holdco may decide to pursue acquisitions with which its investors may
not agree and Holdco cannot assure investors that any acquisition or investment will be successful or otherwise provide a favorable return
on investment. If Holdco acquires a business or assets that are not complementary to the RWT business, such business or assets may not
be able to leverage our existing infrastructure or operational experience, which may increase the costs and risk associated with such
acquisitions, and we may determine in connection with such acquisition or afterward to separate the ownership of such business or assets
from that of RWT through a spin-off, split off or otherwise of RWT or of such business or assets.

 In addition, acquisitions and the integration thereof will require
significant time and resources and place significant demands on Holdco's management, as well as on its operational and financial
infrastructure. Risks related to the successful integration of an acquired business include:

 diverting the attention of Holdco management and that of the acquired business;

 merging or linking different accounting and financial reporting systems and systems of internal controls and, in some instances, implementing new controls and procedures;

 merging computer, technology and other information networks and systems, including enterprise resource planning systems and billing systems;

 assimilating personnel, human resources, billing and collections, and other administrative departments and potentially contrasting corporate cultures;

 disrupting relationships with or losses of key clients and suppliers of RWT's business or the acquired business;

 interfering with, or loss of momentum in, RWT's ongoing business or that of the acquired company;

 failure to retain key personnel; and

 delays or cost-overruns in the integration process.

 Holdco's inability to manage its growth through acquisitions,
including the integration process, and to realize the anticipated benefits of an acquisition could have a material adverse effect on its
business, financial condition and results of operations.

 Risks Relating to the Environment, Health and Safety

 The efficacy of RWT's machines could be materially adversely
affected by changes to weather conditions generally, as a result of climate change or otherwise.

 The revenues expected to be generated by RWT's
machines are correlated to weather conditions, and timing and predictability of its operations is subject to environmental conditions
that RWT cannot ultimately control. The technology does not allow rainfall to be created. It may enhance the amount and possibility of
rainfall when conditions are appropriate in the atmosphere and when cloud formation is underway in an approximately 40-mile radius, according
to third-party testing, thus this is dependent upon irradiance and weather conditions generally. Weather conditions have natural variations
from season to season and from year to year and may also undergo long-term or permanent change because of climate change or other factors.
While RWT may try to reduce such risks through studies of present or historical conditions or modeling of future conditions, projections
of rain depend on assumptions about weather patterns, shading and irradiance, which are inherently uncertain and may not be consistent
with actual conditions at the site. A sustained decline in weather conditions could lead to a material adverse change in the volume of
rain generated, revenues and cash flow.

 Additionally, climate change may increase the frequency and severity
of adverse weather conditions, such as tropical storms, wildfires, droughts, floods, hurricanes, tornadoes, ice storms or extreme temperature,
and may have the long-term effect of changing weather patterns, which could result in more frequent and severe disruptions to our technology.
Such disruptions may include, among other things, damage to or destruction of our assets or to assets required for weather generation
or the impaired operation or forced shutdown of these assets.

 Furthermore, because RWT's platform will rely on appropriate
conditions, client satisfaction might be hindered by the factors such as wind speed, wind direction or lack of wind. If these machines
are unable to produce the levels the client want, demands for RWT's services may decrease and its business may be adversely affected.
Clients may experience significant financial inputs from insufficient rain increases hindered by the weather.

 Clients and others may hold RWT accountable for changing environmental
and/or weather conditions, including challenges resulting from excessive rain.

 Changes in rainfall patterns may lead to extreme
weather conditions and unintended consequences, including, but not limited to, excessive rains, increased hail, natural disasters like
mudslides, flooding, changes in rainfall patterns, increased or decreased temperatures, and increased storm frequency and tendency. While
RWT does not believe that its product could lead to such extreme environmental conditions as RWT expects to be able to control when the
rain enhancement machines are turned off and on, changes in environmental conditions in the areas in which it operates could have a material
adverse effect on its reputation, which may adversely affect its operations. The RWT technology has a large target area coverage which
has the potential to generate excess rainfall outside or in extension to desired locations. Timing of targeted rainfall generation is
also highly variable, meaning that additional rain may occur at inopportune times, for example during the day in tourism-focused areas.

 Clients and others dependent on RWT's services may hold
RWT accountable for any failures to fulfill increased rainfall expectations.

 RWT's future rainfall generation technology may fail to meet
RWT's projections for increased rainfall for a variety of reasons, including, but not limited to, technological malfunctioning,
regulatory impediments, and operational or financial conditions. Clients whose projects depend on increased rainfall may hold RWT accountable
for any failures to increase rainfall and the subsequent effect on their respective businesses, such as, a negative return on investments
in agricultural projects dependent on increased rainfall. RWT may suffer or be exposed to liability or costly litigation from its clients
or others whose dependency on increased rainfall is affected. In addition, RWT's reputation may be adversely affected, which may
adversely affect RWT's operations and financial condition.

 ESG issues, including those related to climate change and sustainability,
may have an adverse effect on RWT's business, financial condition and results of operations and damage our reputation.

 There is an increasing focus from certain investors, customers, consumers,
employees and other stakeholders concerning environmental, social, and governance matters ("ESG"). Additionally, public interest
and legislative pressure related to public companies' ESG practices continue to grow, particularly as the SEC considers new rulemaking
related to ESG disclosure. If RWT's ESG practices fail to meet regulatory requirements or investor, customer, consumer, employee
or other stakeholders' evolving expectations and standards for responsible corporate citizenship in areas including environmental
stewardship, support for local communities, board of directors and employee diversity, human capital management, employee health and safety
practices, product quality, corporate governance and transparency, its reputation, brand and employee retention may be negatively impacted,
and its clients and suppliers may be unwilling to continue to do business with RWT.

 Customers, consumers, investors and other stakeholders are increasingly
focusing on environmental issues, including climate change, dams, energy and water use, and other sustainability concerns. Concern over
climate change, in particular, may result in new or increased legal and regulatory requirements to reduce or mitigate impacts to the environment.

 If RWT does not adapt to or comply with new regulations, or if it fails
to comply with disclosure requirements and consequently fail to meet evolving regulatory, investor, industry or stakeholder expectations
and concerns regarding ESG issues, investors may reconsider their capital investment in RWT, and customers and consumers may choose to
stop purchasing its products, which could have a material adverse effect on our reputation, business or financial condition.

 Political, regulatory and social opposition to our activities
could adversely impact RWT's business and reputation.

 Disputes and protests related to the nature of RWT's business
may arise from time to time. In some instances, lobbying by competitive chemical-based cloudseeding and desalination technologies could
slow RWT's growth and ability to address target markets. Disagreements or disputes with research group, institutions, and lobbying
groups for competing technology could cause delays or interruptions to RWT's operations, adversely affect its reputation or otherwise
hamper its ability to conduct our operations.

 Certain individuals or groups opposed to ionization rainfall generation
technology may take actions to disrupt RWT's operations and projects, and they may continue to do so in the future, which may harm
its operations and could adversely affect its business. Given the variety of rainfall generation approaches, competing claims regarding
the efficacy of each approach may make it difficult to delineate the relative impact each approach has on rainfall generation. Certain
individuals or groups may oppose RWT's operations by accusing us of unsubstantiated claims regarding environmental pollution and/or
health risks, as well as point to RWT's shorter operating history to create uncertainty around the statistical significance of the
historical results of its technology. Social demands and conflicts could have a material adverse effect on RWT's business and results
of operations and areas in which it operates.

 Risks Relating to Intellectual Property & Technology

 Existing ionization rainfall generation technologies may largely
be in the public domain and RWT's competitors could develop and commercialize products similar or identical to RWT's, and
its ability to successfully commercialize its products may be adversely affected. Therefore, success of RWT's business is dependent
on its ability to create and implement new technologies and to obtain and maintain patent protection for such technologies.

 As existing ionization rainfall generation technologies are based on
approximately 70 years of technological efforts beginning in the 1950s, the current state-of-the-art of this technology may largely be
in the public domain. Therefore, RWT's competitors could develop and commercialize products similar or identical to RWT's,
and its ability to successfully commercialize its products may be adversely affected, and RWT's success depends on its ability to
create and implement new or improved ionization rainfall generation technologies that are proprietary to RWT. RWT will devote significant
resources to developing new technologies and intends to seek patent protection to achieve a competitive advantage. RWT's research
and development efforts may require long development cycles and a substantial investment before RWT can determine the commercial viability
of any resulting technologies. Moreover, there is no assurance that RWT can successfully develop, deploy and market new or improved technologies
in a timely or commercially acceptable fashion or obtain patent protection over such technologies. Even if RWT is able to obtain patents
covering such technologies, it is still uncertain whether these patents will be contested, circumvented, invalidated or limited in scope
in the future. The rights granted under any issued patents may not provide RWT with meaningful protection or competitive advantages, and
some foreign countries provide significantly less effective patent enforcement than in the United States, particularly in those countries
where RWT's solutions are likely to be deployed, resulting in significant harm to RWT's business, financial position, results
of operations and cash flows.

 If RWT fails to protect and enforce its existing and future technology
and intellectual property, its business will suffer.

 RWT believes that its success will depend in large part on its ability
to protect its existing and future technology and intellectual property, including its ability to obtain intellectual property protection
in a timely manner, its ability to convince third parties of the applicability of its potential intellectual property rights to its products
and its ability to enforce its intellectual property rights. RWT intends to achieve the foregoing through a combination of license, development
and non-disclosure agreements and other contractual provisions and patent, trademark, trade secret and copyright laws However, regardless
of RWT's efforts to protect its future technology and intellectual property, third parties may attempt to copy or otherwise obtain
and use such technology, including through the compromise of RWT's trade secrets. Monitoring unauthorized use of RWT's future
intellectual property may be difficult and costly, and the steps RWT will take to prevent misappropriation may not be sufficient. Any
enforcement efforts RWT undertakes, including litigation, could be time-consuming and expensive and could divert management's attention,
which could harm its business, results of operations and financial condition. In addition, existing intellectual property laws and contractual
remedies may afford less protection than needed to safeguard RWT's potential intellectual property, as patent, copyright, trademark
and trade secret laws vary significantly throughout the world. A number of foreign countries do not protect intellectual property rights
to the same extent as do the laws of the United States. Therefore, RWT's potential intellectual property rights may not be as strong
or as easily enforced outside of the United States and efforts to protect against the unauthorized use of RWT's intellectual property
rights, technology and other proprietary rights may be more expensive and difficult outside of the United States. If RWT fails to adequately
protect its future technology and intellectual property, its licensees and competitors may seek to use its technology and intellectual
property without the payment of license fees and royalties, which could weaken its competitive position, reduce its operating results
and increase the likelihood of costly litigation.

 The intellectual property rights of others may prevent RWT from
commercializing its products or developing new technology or entering new markets, and RWT's business may suffer or be exposed to
liability or costly litigation if third parties assert that RWT violates their intellectual property rights.

 RWT's success depends in part on its ability to commercialize
its products and continually adapt to incorporate new technologies and to expand into markets that may be created by new technologies.
However, RWT may become subject to intellectual property disputes that prevent it from commercializing its products, introducing new technologies
or expanding into new markets. Therefore, RWT's success depends, in part, on its ability to develop and commercialize its products
without infringing, misappropriating or otherwise violating the intellectual property rights of third parties. However, RWT may not be
aware that its products are infringing, misappropriating or otherwise violating third-party intellectual property rights and such third
parties may bring claims alleging such infringement, misappropriation or violation. For example, there may be issued patents of which
RWT is unaware, held by third parties that, if found to be valid and enforceable, could be alleged to be infringed by RWT's offerings.
There also may be pending patent applications of which RWT is not aware that may result in issued patents, which could be alleged to be
infringed by RWT's offerings. Because patent applications can take years to issue and are often afforded confidentiality for some
period of time there may currently be pending applications, unknown to RWT, that later result in issued patents that could cover RWT's
future technologies. Lawsuits can be time-consuming and expensive to resolve, and they divert management's time and attention. RWT's
platform may not be able to withstand any third-party claims against its use. In addition, many companies have the capability to dedicate
substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. In
a patent infringement claim against RWT, RWT may assert, as a defense, that we do not infringe the relevant patent claims, that the patent
is invalid or both. RWT does not have a large patent portfolio which it could use in counter-claims as part of a defense against infringement.
The strength of RWT's defenses will depend on the patents asserted, the interpretation of these patents, and its ability to invalidate
the asserted patents. However, RWT could be unsuccessful in advancing non-infringement and/or invalidity arguments in its defense. In
the United States, issued patents enjoy a presumption of validity, and the party challenging the validity of a patent claim must present
clear and convincing evidence of invalidity, which is a high burden of proof. Conversely, the patent owner need only prove infringement
by a preponderance of the evidence, which is a lower burden of proof. If a third party is able to obtain an injunction preventing us from
accessing such third-party intellectual property rights, or if RWT cannot modify its technology to make it non-infringing, or license
or develop alternative technology for any infringing aspect of our business, it may be forced to limit or stop sales of its products or
cease business activities related to such intellectual property. RWT cannot predict the outcome of lawsuits and cannot ensure that the
results of any such actions will not have an adverse effect on its business, financial condition or results of operations. Any intellectual
property litigation to which RWT might become a party, or for which it is required to provide indemnification, regardless of the merit
of the claim or its defenses, may require RWT to do one or more of the following:

 cease selling or using technology that incorporates the intellectual property rights that allegedly infringes, misappropriates or violates the intellectual property of a third party;

 make substantial payments for legal fees, settlement payments or other costs or damages;

 obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology;

 redesign the allegedly infringing technology to avoid infringement, misappropriation or violation, which could be costly, time-consuming or impossible;

 rebrand RWT or pursue a different trademark; or

 indemnify organizations using RWT's platform or third-party service providers.

 Even if the claims do not result in litigation or are resolved in RWT's
favor, these claims, and the time and resources necessary to resolve them, could divert the resources of its management and harm its business
and operating results. Moreover, there could be public announcements of the results of hearings, motions or other interim proceedings
or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect
on the price of RWT's common stock. The occurrence of infringement claims may grow as the market for our products, services and
technologies grows. Accordingly, RWT's exposure to damages resulting from infringement claims could increase and this could further
exhaust its financial and management resources.

 Risks Relating to Regulatory and Legal Matters

 RWT may be subject to certain federal, state and/or local environmental
and governmental regulations and laws that limit the scope of its marketplace and affect its business, results of operations and financial
condition. Additionally, failure to comply with applicable laws and regulations could subject RWT to liability and negatively affect its
business, results of operations and financial condition.

 Certain jurisdictions have codified regulations around cloudseeding
technology that may subject RWT to certain licensing and permitting requirements. Furthermore, the use of certain materials for seeding
purposes may be subject to governmental regulation. RWT could be subject to the United Nations Convention on the Prohibition of Military
or Any Other Hostile Use of Environmental Modification Techniques. This Convention bans hostile weather modifications. It is yet to be
determined whether ionization rainfall generation technology is considered hostile. RWT could also face liability with respect to environmental
issues occurring at sites on which it operates as a result of indirect consequences of rainfall generation, and may face costs or liabilities
as a result of its role on sites. In addition, licensing and permitting requirements, among other potential regulatory restrictions, may
not only limit the scope of RWT's marketplace, but make it uneconomical for RWT to carry out its business in certain locations,
thus negatively affecting RWT's financial condition and results of operations.

 RWT may also be required to comply with economic and trade sanctions
administered by governments in the areas in which we currently operate, and where we may operate in the future, including the U.S. government
(including without limitation regulations administered and enforced by the U.S. Department of the Treasury's Office of Foreign Assets
Control ("OFAC") and the U.S. Department of State) and the Council of the European Union. These economic and trade sanctions
prohibit or restrict transactions to or from or dealings with certain specified countries, regions, their governments and, in certain
circumstances, their nationals, and with individuals and entities that are specially-designated, such as individuals and entities included
on OFAC's List of Specially Designated Nationals. Any future economic and trade sanctions imposed in jurisdictions where we operate
could negatively impact our business, financial condition, and results of operations.

 RWT's ability to expand in certain locations is subject
to land restriction policies and permits which we may fail to obtain or which may be terminated or not renewed by governmental authorities.

 RWT's business is subject to regulation, including with respect
to acquiring and renewing the required authorizations, permits, concessions and/or licenses from the relevant governmental regulatory
bodies necessary to perform operations in specific, regulated areas. In order to successfully operate RWT's technology, it will
need to obtain, or be in the process of obtaining, all material authorizations, permits, concessions and licenses required to conduct
its rainfall generation operations.

 It may be difficult to receive the required permits, which may require
RWT's management team to divert its attention from other aspects of its business, or it may be more capital intensive or a more
time consuming process than expected to receive permits, either of which could increase costs and delay the launch of its products. Furthermore,
if RWT does not comply with the requirements set forth in the permits, RWT could lose the granted permits or not receive them at all.

 These authorizations, permits, concessions and licenses are also subject
to RWT's compliance with conditions imposed and regulations promulgated by the relevant governmental authorities. While RWT anticipates
that all required authorizations, permits, concessions and environmental licenses or their renewals will be granted as and when sought,
there is no assurance that these items will be granted as a matter of course, and there is no assurance that new conditions will not be
imposed in connection with such renewals. If RWT were to violate any laws and regulations or the conditions of its concessions, authorizations,
licenses and permits, it may be subjected to substantial fines or sanctions, revocations of operating permits or licenses and possible
closings of certain of its operations. RWT may also be subject to the potential risk of confiscation or nationalization of its operating
facilities by the governmental authorities of certain countries.

 Non-compliance with anti-corruption, anti-bribery, anti-money
laundering, financial and economic sanctions and similar laws can subject RWT to administrative, civil and criminal fines and penalties,
collateral consequences, remedial measures and legal expenses, all of which could materially adversely affect its reputation, business,
financial condition, and results of operations.

 RWT will be subject to anti-corruption, anti-bribery, anti-money laundering,
financial and economic sanctions and similar laws and regulations in various jurisdictions in which it conducts or in the future may conduct
activities, including the U.S. Foreign Corrupt Practices Act ("FCPA"), the U.K. Bribery Act 2010, and other anti-corruption
laws and regulations. The FCPA and the U.K. Bribery Act 2010 prohibits RWT and its officers, directors, employees and business partners
acting on its behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to a "foreign
official" for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable
treatment. The FCPA also requires companies to make and keep books, records and accounts that accurately reflect transactions and dispositions
of assets and to maintain a system of adequate internal accounting controls. The U.K. Bribery Act also prohibits non-governmental "commercial"
bribery and soliciting or accepting bribes. A violation of these laws or regulations could adversely affect RWT's business, results
of operations, financial condition and reputation. RWT's policies and procedures designed to ensure compliance with these regulations
may not be sufficient and its directors, officers, employees, representatives, consultants, agents, and business partners could engage
in improper conduct for which we may be held responsible.

 Non-compliance with anti-corruption, anti-bribery, anti-money laundering
or financial and economic sanctions laws could subject RWT to whistleblower complaints, adverse media coverage, investigations, and severe
administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially
adversely affect its reputation, business, financial condition, and results of operations.

 Risks Relating to Ownership of Holdco Securities

 Unless the context otherwise requires, references in this subsection
"— Risks Relating to Ownership of Holdco Securities" to "we", "us", and "our" generally
refer to Holdco.

 There can be no assurance that Holdco will be able to comply
with the continued listing rules of Nasdaq.

 Holdco's Class A Common Stock and Warrants are currently listed
on Nasdaq. To maintain the listing of our Class A Common Stock and Warrants on Nasdaq, we must satisfy minimum financial and other continued
listing requirements and standards, including those related to the closing price of our Common Stock and Warrants. On February 18, 2025,
Holdco received written notice (the "MVLS Notice") from the Listing Qualifications Staff ("Staff") of the Nasdaq
which notified us that, for the 30 consecutive business days ended February 14, 2025, our market value of listed securities ("MVLS")
closed below the $50,000,000 MVLS threshold required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A)
(the "MVLS Rule").

 In accordance with Nasdaq Listing Rule 5810(c)(3)(C), we have been
provided an initial period of 180 calendar days, or until August 18, 2025 (the "MVLS Compliance Period"), by which we have
to regain compliance with the MVLS Rule. To regain compliance, Holdco's MVLS must close at or above $50,000,000 for a minimum of
ten consecutive business days during the MVLS Compliance Period. The MVLS Notice further notes that if Holdco is unable to satisfy the
MVLS requirement prior to such date, we may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided
that we then satisfies the requirements for continued listing on that market).

 If Holdco does not regain compliance by the end of the MVLS Compliance
Period, Nasdaq staff will provide written notice to us that our securities are subject to delisting. At that time, Holdco may appeal any
such delisting determination to a hearings panel.

 Also on February 18, 2025, Holdco received written notice (the "MVPHS
Notice") from the Staff that for the 30 consecutive business days ended February 14, 2025, our market value of publicly held shares
("MVPHS") closed below the $15,000,000 MVPHS threshold required for continued listing on Nasdaq under Nasdaq Listing Rule
5450(b)(2)C) (the "MVPHS Rule").

 In accordance with Nasdaq Listing Rule 5810(c)(3)(D), we have been
provided an initial period of 180 calendar days, or until August 18, 2025 (the "MVLS Compliance Period"), by which we have
to regain compliance with the MVPHS Rule. To regain compliance, the Company's MVPHS must close at or above $15,000,000 for a minimum
of ten consecutive business days during the MVPHS Compliance Period. The MVPHS Notice further notes that if Holdco is unable to satisfy
the MVPHS requirement prior to such date, we may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided
that Holdco then satisfies the requirements for continued listing on that market).

 If Holdco does not regain compliance by the end of the MVPHS Compliance
Period, Nasdaq staff will provide written notice to us that our securities are subject to delisting. At that time, Holdco may appeal any
such delisting determination to a hearings panel.

 There can be no assurance that Holdco will regain and maintain compliance
with the MVLS Rule and MVPHS Rule and the other listing requirements of the Nasdaq, or that it will not be delisted. If we are not able
stay in compliance with the relevant MVLS Rule and MVPHS Rule, there is a risk that our Common Stock and Warrants may be delisted from
Nasdaq.

 If Nasdaq delists the Class A Common Stock or Warrants from trading
on its exchange for failure to meet its listing rules, Holdco and its shareholders could face significant material adverse consequences
including:

 a limited availability of market quotations for our securities;

 reduced liquidity for our securities;

 a determination that shares of Class A Common Stock is a "penny stock" which will require brokers trading in shares of Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

 a limited amount of news and analyst coverage; and

 a decreased ability to issue additional securities or obtain additional financing in the future.

 The National Securities Markets Improvement Act of 1996, which is a
federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as "covered
securities." The Class A Common Stock and Warrants are covered securities because they are listed on Nasdaq. Although the states
are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there
is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities
in a particular case. If Holdco's securities are no longer listed on Nasdaq, such securities would not qualify as covered securities
and Holdco would be subject to regulation in each state in which it offers its securities.

 An active trading market for Class A Common Stock may not develop
or be sustained and the share price of the Class A Common Stock may be volatile.

 Holdco cannot guarantee that an active trading market for the Common
Stock will develop or be sustained, nor can Holdco predict the prices at which its common shares may trade after the Business Combination.

 If a public trading market does develop for the Class A Common Stock,
its market price is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are
beyond our control, including the following:

 the concentration of the ownership of our shares by a limited number of affiliated stockholders may limit interest in our securities;

 limited "public float" with a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for the Class A Common Stock;

 additions or departures of key personnel;

 loss of a strategic relationship;

 variations in operating results from the expectations of securities analysts or investors;

 announcements of new products or services by us or our competitors;

 reductions in the market share of our products;

 announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

 investor perception of our industry or prospects;

 insider selling or buying;

 investors entering into short sale contracts;

 regulatory developments affecting our industry;

 changes in our industry;

 competitive pricing pressures;

 our ability to obtain working capital financing;

 sales of the Class A Common Stock;

 our ability to execute our business plan;

 operating results that fall below expectations;

 revisions in securities analysts' estimates or reductions in security analysts' coverage; and

 economic and other external factors.

 Many of these factors are beyond our control and may decrease the market
price of the Class A Common Stock, regardless of our operating performance. We cannot make any predictions or projections as to what the
prevailing market price for the Class A Common Stock will be at any time, including as to whether the Class A Common Stock will sustain
current market prices, or as to what effect that the sale of shares or the availability of the Class A Common Stock for sale at any time
will have on the prevailing market price.

 In addition, the securities markets have from time-to-time experienced
significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations
may also materially and adversely affect the market price of the Class A Common Stock.

 If the benefits of the Business Combination do not meet the expectations
of investors or securities analysts, the market price of the Class A Common Stock may decline.

 If the benefits of the Business Combination do not meet the expectations
of investors or securities analysts, the market price of the Class A Common Stock may decline.

 Fluctuations in the price of Class A Common Stock could contribute
to the loss of all or part of your investment. The trading price of Class A Common Stock following the Business Combination could be volatile
and subject to wide fluctuations in response to various factors, some of which are beyond Holdco's control. Broad market and industry
factors may materially harm the market price of Class A Common Stock irrespective of Holdco's operating performance. The stock market
in general, and Nasdaq specifically, has experienced extreme volatility that has often been unrelated to the operating performance of
particular companies. As a result of this volatility, you may not be able to sell your securities at or above the price at which they
were acquired. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to
Holdco could depress Holdco's share price regardless of Holdco's business, prospects, financial conditions or results of operations.
A decline in the market price of Holdco's securities also could adversely affect Holdco's ability to issue additional securities
and Holdco's ability to obtain additional financing in the future.

 Inflationary pressures, increases in interest rates and other adverse
economic and market forces may contribute to potential downward pressures in market value of the Class A Common Stock. Additionally, any
of the risk factors discussed in this Annual Report could have a material adverse effect on your investment in Class A Common Stock may
trade at prices significantly below the price you paid for them. In such circumstances, the trading price of Class A Common Stock may
not recover and may experience a further decline.

 The RWT Founders have substantial control over Holdco, which
could limit other shareholders' ability to influence corporate matters and could delay or prevent a change in corporate control.

 The RWT Founders collectively own approximately 57.67% of the outstanding
Common Stock and approximately 60.91% of the voting power of the Common Stock (assuming no exercise of any Warrants or Options). While
the RWT Founders have no agreement to act together with respect to voting or investment decisions in their RWT shares, if they were to
act together, they would be able to influence Holdco's management and affairs and control the outcome of matters submitted to our
shareholders for approval, including the election of directors and any sale of equity, merger, consolidation, or sale of all or substantially
all of our assets.

 Further, the RWT Founders hold an aggregate of 57,752 shares of Class
B Common Stock, representing all issued and outstanding shares of Class B Common Stock. The Class B Common Stock has fifteen votes per
share, and the Class A Common Stock, which is the class of stock held by public shareholders, has one vote per share. Pursuant to the
Holdco A&R Articles, the RWT Founders as the sole initial holders of Class B Common Stock will have rights that are different from
unaffiliated shareholders for so long as the RWT Founders or their permitted transferees collectively beneficially own more than 20% of
the number of shares of Class B Common Stock collectively held by them as of the Closing. Such rights include the right to fill vacancies
on Holdco's board of directors (the "Board"), to call special meetings of shareholders, to take action by written consent
of the shareholders, and that amendments to the Holdco A&R Articles will require the affirmative vote of a majority of the shares
of Common Stock entitled to vote in lieu of two-thirds of the shares of Common Stock entitled to vote on the matter. Future transfers
by holders of Class B Common Stock will generally result in those shares converting to Class A Common Stock, subject to limited exceptions,
such as certain transfers effected for estate planning or charitable purposes. Further, the Class B Common Stock will automatically convert
into Class A Common Stock on the date that is 5 years after the Closing Date, or earlier in certain circumstances, including if the initial
holders thereof collectively cease to beneficially own at least twenty percent (20%) of the number of shares of Common Stock held by them
on the Closing Date, as more fully set forth in the Holdco A&R Articles.

 The RWT Founders may have interests, with respect to their Common Stock
which are different from those of unaffiliated shareholders and the concentration of voting power among one or more of these stockholders
may have an adverse effect on the trading price of the Class A Common Stock.

 In addition, this concentration of ownership might adversely affect
the market price of the Class A Common Stock by: (1) delaying, deferring or preventing a change of control; (2) impeding a merger, consolidation,
takeover or other Business Combination involving Holdco; or (3) discouraging a potential acquirer from making a tender offer or otherwise
attempting to obtain control of Holdco.

 The Dual Class Structure may have the effect of concentrating
voting control with the holders of Class B Common Stock.

 Holdco has a dual class stock structure in which
shares of Class A Common Stock each have one vote per share and shares of Class B Common Stock have fifteen votes per share. Immediately
after giving effect to the Business Combination, there were 7,471,678 shares of Class A Common Stock outstanding (7,528,761 shares after
giving effect to the additional PIPE closings on January 29, 2025 and February 6, 2025), 57,752 shares of Class B Common Stock outstanding,
5,000,000 shares of Class A Common Stock issuable upon the exercise of outstanding Warrants, and 2,150,838 shares of Class A Common Stock
issuable upon the exercise of outstanding Options. Class B Common Stock is exclusively held by the RWT Founders, which moderately increases
their voting control. See " Risk Factors — The RWT Founders have substantial control over Holdco, which
could limit other shareholders' ability to influence corporate matters and could delay or prevent a change in corporate control. "

 Further, Holdco has the ability to issue additional shares of Class
B Common Stock without your consent. If additional shares of Class B Common Stock are issued in a financing or other transaction, whether
to the RWT Founders or to third parties, such shares would give the holder increased voting power as compared to shares of Class A Common
Stock.

 The requirements of being a public company may strain Holdco's
resources and distract management and we will incur substantial costs as a result of being a public company.

 Holdco is subject to the reporting requirements of the Exchange
Act, the Sarbanes-Oxley Act, and the Securities Act. These rules, regulations and requirements are extensive. We will incur
significant costs associated with our public company corporate governance and reporting requirements. The Exchange Act requires,
among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley
Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial
reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting
to meet this standard, significant resources and management oversight may be required. As a result, management's attention may be
diverted from other business concerns, which could adversely affect our business and operating results. We may need to hire more corporate
employees to comply with these requirements or engage outside consultants, which would increase our costs and expenses. This may divert
management's attention from other business concerns, which could have a material adverse effect on our business, financial condition
and results of operations. These applicable rules and regulations may make it more difficult and more expensive for us to obtain director
and officer liability insurance and it may be required to accept reduced policy limits and coverage or incur substantially higher costs
to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve
on the Board or as executive officers.

 In addition, changing laws, regulations and standards relating to corporate
governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making
some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to
their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory
and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing
revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards,
and this investment may result in increased general and administrative expenses and a diversion of management's time and attention
from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ
from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory
authorities may initiate legal proceedings against us and our business may be adversely affected.

 As a result of disclosure of information in this Annual Report and
in the filings that we are required to make as a public company, our business, operating results and financial condition have become more
visible, which may result in threatened or actual litigation, including by competitors and other third parties. If any such claims are
successful, our business, operating results and financial condition could be adversely affected, and even if the claims do not result
in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources
of our management and adversely affect our business, operating results and financial condition.

 The exercise of registration rights by the Previous Sponsor,
New Sponsor, Sponsor Affiliate and certain RWT shareholders may adversely affect the market price of the Class A Common Stock.

 Pursuant to the Registration Rights Agreement and the prospectus filed
on January 30, 2025, Holdco has registered for resale, pursuant to Rule 415 under the Securities Act, an aggregate of 5,194,056
shares of Class A Common Stock. Pursuant to the Registration Rights Agreement, the selling shareholders have customary registration rights,
including demand and piggy-back rights, subject to cooperation and cut back provisions with respect to Class A Common Stock.

 An aggregate of 5,914,057 shares of Class A Common
Stock are subject to registration rights, representing approximately 78.6% of the 7,528,761 outstanding shares of Class A Common Stock
as of April 15, 2025 and approximately 242.3% of the approximately 2,441,042 shares of Class A Common Stock in the public float as of April
15, 2025.

 The registration of these shares permits the public resale of such
shares, subject to any applicable contractual lock-up obligation. The registration and availability of a significant number of securities
for trading in the public market may have an adverse effect on the market price of the Class A Common Stock.

 Sales of a substantial number of shares
of Class A Common Stock in the public market, particularly sales by our executive officers, directors and significant shareholders, or
the perception that these sales could occur, could cause the market price of Class A Common Stock to decline.

 Sales of a substantial number of shares of Class
A Common Stock in the public market, particularly sales by our executive officers, directors and principal shareholders, or the perception
that these sales might occur, could cause the market price of Class A Common Stock to decline. Some of our executive officers, directors
and the holders of a substantial number of shares of Class A Common Stock following the Business Combination are subject to lock-up provisions
pursuant to the Lock-up Agreement that, for a period of at least two years from the date of Closing, subject to certain exceptions, prohibit
them from offering for sale, selling, contracting to sell, granting any option for the sale of, transferring or otherwise disposing of
any shares of Class A Common Stock and of any securities convertible into or exercisable for Class A Common Stock.

 When the applicable lock-up periods expire, our
security holders subject to lock-up provisions will be able to sell shares of Class A Common Stock in the public market. Sales of a substantial
number of such shares upon expiration of the lock-up provisions, the perception that such sales may occur or early release of these provisions
could cause our market price to fall or make it more difficult for you to sell your Class A Common Stock at a time and price that you
deem appropriate.

 In addition, we may file a registration statement
to register shares reserved for future issuance under our equity compensation plans. Subject to the satisfaction of applicable vesting
requirements and expiration of the lock-up provisions referred to above, the shares issued upon exercise of outstanding stock options
would be available for immediate resale in the open market.

 Certain existing shareholders purchased,
or may purchase, securities in the Company at a price below the current trading price of such securities, and may experience a positive
rate of return based on the current trading price. Future investors in the Company may not experience a similar rate of return.

 Certain shareholders in the Company, including
certain of the selling shareholders, acquired, or may acquire, shares of our Class A Common Stock at prices below the current trading
price of our Class A Common Stock and may experience a positive rate of return based on the current trading price.

 Under the prospectus dated January 30, 2025, the
Company registered the issuance of 5,000,000 shares of Class A Class A Common Stock, which shares are issuable upon the exercise of 5,000,000
Warrants, and the resale from time to time by the selling shareholders of up to 5,914,057 shares of Class A Common Stock. Such shares
registered for resale included: (i) 2,125,540 shares of Class A Common Stock issued to the former shareholders of RWT, upon the Closing
among the Company, RWT, Coliseum, Merger Sub 1, and Merger Sub 2, as consideration for their shares of Class A common stock
of RWT pursuant to the terms of the Business Combination Agreement, and such shares of RWT Class A common stock were originally purchased
at an effective purchase price of approximately $2.06 per share; (ii) 57,752 shares of Class A Common Stock issuable upon the conversion
of 57,752 shares of Class B Common Stock, par value $0.0001 per share of the Company, issued to the former RWT shareholders upon the Closing
as consideration for their shares of Class B common stock of RWT, and such shares of RWT Class B common stock were originally purchased
at an effective purchase price of approximately $2.16 per share; (iii) 2,150,838 shares of Class A Common Stock issuable upon vested Options
with an exercise price of $2.06 per share, which were issued upon the conversion of RWT's outstanding options pursuant to the Business
Combination Agreement; (iv) 650,120 shares of Class A Common Stock issued to Harry You and his affiliates upon the Closing as consideration
for former Founder Shares pursuant to the terms of the Business Combination Agreement, which were purchased by Mr. You from the Previous
Sponsor in June 2023 for an aggregate purchase price of $1.00 plus the obligation to fund certain contributions to Coliseum's trust
account (Mr. You funded an aggregate of $650,000 of such contributions); (v) 806,250 shares of Class A Common Stock issued at the Closing
upon the exchange of Private Placement Warrants of Coliseum pursuant to the Warrant Exchange Agreement, and such Private Placement Warrants
were initially purchased at a price of $1.50 per Private Placement Warrant; (vi) 118,557 shares of Class A Common Stock issued or to be
issued to the PIPE Investors pursuant to the terms of the PIPE Subscription Agreements, at a price per share of approximately $11.39;
and (vii) 5,000 shares of Class A Common Stock issued to a vendor as consideration for services rendered. Depending on the price, the
public shareholders may have paid significantly more than the selling shareholders for any shares or Warrants they may have purchased
in the open market based on variable market price.

 Despite a significant decline in the public
 trading price, some of the selling shareholders named in such prospectus may still experience a positive rate of return on the
 shares being offered by them due to the price at which such selling shareholder initially purchased the shares. Based upon the
 closing price of our Class A Common Stock of $2.68 on April 14, 2025, upon the sale of shares of our Class A Common Stock (i) Harry
 You may experience a potential profit of approximately $1.68 per share of the Class A Common Stock issued to him upon the exchange
 of the former Founder Shares in the Business Combination, and approximately $1.68 per share of the Class A Common Stock issued to
 him upon the exchange of the Coliseum Private Placement Warrants in the Warrant Exchange, (ii) the RWT Founders, which includes
 Harry You, Niccolo de Masi, and Paul Dacier or their affiliates, may experience a potential profit of approximately $0.62 per share
 of the Class A Common Stock issued to them upon the exchange of the RWT Class A Common Stock in the Business Combination, a
 potential profit of approximately $0.52 per share of the Class A Common Stock issuable upon the conversion of the Class B Common Stock
 issued to them upon the exchange of the RWT Class B Common Stock in the Business Combination, and Harry You and Niccolo de Masi may
 experience a potential profit of approximately $0.62 per share of the Class A Common Stock issuable upon exercise of the Options
 issued to them upon the exchange of RWT options in the Business Combination, (iii) the Previous Sponsor may experience a potential
 profit of approximately $1.18 per share of the Class A Common Stock issued upon the exchange of the Coliseum Private Placement
 Warrants in the Warrant Exchange, (iv) the PIPE Investors, which includes Harry You and Paul Dacier, may experience a potential loss
 of approximately $8.71 per share of the Class A Common Stock issued in the PIPE Investment, and (v) the vendor may experience a
 potential profit of approximately $2.68 per share of the Class A Common Stock issued to the vendor at the Closing in consideration
 for services rendered.

 Public shareholders may not be able to experience
the same positive rates of return on securities they purchase due to the low price at which the selling shareholders purchased their
securities.

 A decline in the price of Class A Common
Stock could affect our ability to raise working capital and adversely impact our ability to continue operations.

 A prolonged decline in the price of Class A Common
Stock could result in a reduction in the liquidity of the common stock and a reduction in our ability to raise capital. A decline in
the price of Class A Common Stock could be especially detrimental to our liquidity, operations and strategic plans. Such reductions may
force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations,
including our ability to develop new products and services and continue current operations. If the price of the Common Stock declines,
we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations.
If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

 We do not intend to pay any cash dividends
in the foreseeable future and, therefore, any return on your investment in our capital stock must come from increases in the fair market
value and trading price of the capital stock.

 Neither RWT nor Holdco has paid any cash dividends
on its securities in the past, and Holdco does not intend to pay cash dividends on Common Stock in the foreseeable future. We intend to
retain future earnings, if any, for reinvestment in the development and expansion of our business. Any credit agreements, which we may
enter into with institutional lenders, may restrict our ability to pay dividends. Whether we pay cash dividends in the future will be
at the discretion of the Board and will be dependent upon our financial condition, results of operations, capital requirements and any
other factors that the Board decides is relevant. Therefore, any return on your investment in our capital stock must come from increases
in the fair market value and trading price of the capital stock.

 If our stock price fluctuates, you could
lose a significant part of your investment.

 The market price of Class A Common Stock could
be subject to wide fluctuations in response to, among other things, the risk factors described in this Annual Report, and other factors
beyond our control, such as fluctuations in the valuation of companies perceived by investors to be comparable to us. Furthermore, the
stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities
of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies.
U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of
the military conflict between Russia and Ukraine and the military conflicts between Hamas and Israel. Economic uncertainty in various
global markets caused by economic challenges, political instability and these conflicts, have led to market disruptions, including significant
volatility in commodity prices, credit and capital market instability and supply chain interruptions, which have caused record inflation
globally. Our business, financial condition, and results of operations could be materially and adversely affected by further negative
impacts on the global economy and capital markets resulting from these global economic conditions, particularly if such conditions are
prolonged or worsen. Although, to date, our results of operations has not been materially impacted by these global economic and geopolitical
conditions, it is impossible to predict the extent to which our operations may be impacted in the short and long term. In the past, many
companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation.
We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and
divert our management's attention from other business concerns, which could seriously harm our business.

 Warrants are exercisable for Class A Common
Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.

 Warrants to purchase an aggregate of up to 5,000,000
Public Warrants are exercisable in accordance with the terms of the Warrant Assumption Agreement governing those securities. The exercise
price of the Warrants is $11.50 per share, subject to adjustment. However, there is no guarantee that the Warrants will ever be in the
money prior to their expiration, and, as such, the Warrants may expire worthless. See "— the Warrants may never be
in the money, and they may expire worthless and the terms of the Warrants may be amended in a manner adverse to a holder if holders of
at least 50% of the then outstanding Warrants approve of such amendment. As a result, the exercise price of the Warrants
could be increased, the exercise period could be shortened and the number of shares of Class A Common Stock purchasable upon exercise
of a Warrant could be decreased, all without your approval. "

 The Warrants may never be in the money,
and they may expire worthless, and the terms of the Warrants may be amended in a manner adverse to a holder if holders of at least 50%
of the then outstanding Warrants approve of such amendment. As a result, the exercise price of the Warrants could be increased, the exercise
period could be shortened and the number of shares of Class A Common Stock purchasable upon exercise of a Warrant could be decreased,
all without your approval.

 The Warrants were issued in registered form under
a warrant agreement between the Transfer Agent, as warrant agent, and Holdco. The Warrant Agreement provides that the terms of the Warrants
may be amended without the consent of any holder for the purpose of curing any ambiguity or to correct any defective provision or mistake,
adjusting the provisions relating to cash dividends on Common Stock as contemplated by and in accordance with the Warrant Agreement,
adding or changing any provisions with respect to matters or questions arising under the Warrant Agreement as the parties to the Warrant
Agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the
warrants, provided that the approval by the holders of at least 50% of the outstanding Warrants is required to make any change that adversely
affects the interests of the registered holders of Warrants. Although Holdco's ability to amend the terms of the Warrants with
the consent of at least 50% of the then outstanding Warrants is unlimited, examples of such amendments could be amendments to, among
other things, increase the exercise price of the Warrants, shorten the exercise period or decrease the number of shares of Common Stock
purchasable upon exercise of a Warrant.

 Warrants are exercisable in accordance with the
terms of the Warrant Agreement. The exercise price of these warrants is $11.50 per share. To the extent such Warrants are exercised,
additional shares of Class A Common Stock will be issued, which will result in dilution to the holders of Common Stock and increase the
number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact
that such warrants may be exercised could adversely affect the market price of Class A Common Stock. However, there is no guarantee that
the Warrants will ever be in the money prior to their expiration, and as such, the Warrants may expire worthless.

 We may redeem your unexpired Warrants prior
to their exercise at a time that is disadvantageous to you, thereby making your Warrants worthless.

 We have the ability to redeem outstanding Warrants
at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price
of the shares of Class A Common Stock equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day
prior to the date on which we give proper notice of such redemption to the Warrant holders and provided certain other conditions are
met. We will not redeem the Warrants unless an effective registration statement under the Securities Act covering the shares
issuable upon exercise of the Warrants is effective and a current prospectus relating to those shares is available throughout the 30-day
redemption period, except if we elect to require the Warrants to be exercised on a cashless basis and such cashless exercise is exempt
from registration under the Securities Act. If and when the Warrants become redeemable by us, we may exercise our redemption right
even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption
of the outstanding warrants could force you to (i) exercise your Warrants and pay the exercise price therefor at a time when it may be
disadvantageous for you to do so, (ii) sell your Warrants at the then-current market price when you might otherwise wish to hold your
Warrants or (iii) accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely
to be substantially less than the market value of your Warrants. As of the date of this Annual Report, the Class A Common Stock has never
traded above $18.00 per share, therefore neither current nor recent share prices meet or exceed the threshold that would allow Holdco
to redeem the Warrants.

 In addition, we have the ability to redeem the
outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant upon a
minimum of 30 days' prior written notice of redemption provided that the closing price of the Class A Common Stock equals or exceeds
$10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for
any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided
that certain other conditions are met, including that holders will be able to exercise their warrants on a cashless basis prior to redemption
for a number of shares of Class A Common Stock determined based on the redemption date and the fair market value of the Class A Common
Stock. The value received upon exercise of the Warrants (i) may be less than the value the holders would have received if they had exercised
their warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the
Warrants, including because the number of shares of Class A Common Stock received is capped at 0.361 shares per warrant (subject to adjustment)
irrespective of the remaining life of the Warrants. In addition, such redemptions may occur at a time when the Warrants are "out-of-the-money,"
in which case holders thereof would lose any potential embedded value from a subsequent increase in the value of the Class A Common Stock
had such Warrants remained outstanding.

 In the event that Holdco determines to redeem
the Warrants when the closing price of the shares of Class A Common Stock equals or exceeds $18.00 per share or $10.00 per share, pursuant
to Section 6.1 or Section 6.2 of the Warrant Agreement, respectively, Holdco will fix a date for the redemption. Notice of redemption
will be mailed by first class mail, postage prepaid, by Holdco not less than thirty (30) days prior to the redemption date to the registered
holders of the Warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner
herein provided will be conclusively presumed to have been duly given whether or not the registered holder received such notice.

 Warrant holders will only be able to exercise
their Warrants on a "cashless basis" under certain circumstances, and if they do so, they will receive fewer shares of Class
A Common Stock from such exercise than if such warrants were exercised for cash.

 The Warrants generally may not be exercised on
a "cashless basis", except as described below.

 The Warrant Agreement provides that in the following
circumstances holders of Warrants who seek to exercise their Warrants will not be permitted to do for cash and will, instead, be required
to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the Class A Common Stock issuable
upon exercise of the Warrants are not registered under the Securities Act in accordance with the terms of the Warrant Agreement;
and (ii) if we have so elected and the Class A Common Stock are at the time of any exercise of a warrant not listed on a national securities
exchange such that they satisfy the definition of "covered securities" under Section 18(b)(1) of the Securities Act.
If you exercise your Warrants on a cashless basis under the circumstances described in clauses (i) and (ii) in the preceding sentence,
you would pay the warrant exercise price by surrendering the Warrants for that number of shares of Class A Common Stock equal to the
quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Warrants, multiplied by
the excess of the "fair market value" of the shares of Class A Common Stock (as defined in the next sentence) over the exercise
price of the Warrants by (y) the fair market value. The "fair market value" is the average reported closing price of the
shares of Class A Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise
is received by the warrant agent or on which the notice of redemption is sent to the holders of Warrants, as applicable. As a result,
a holder of Warrants would receive fewer shares of Class A Common Stock from such exercise than if such Warrants were exercised for cash.

 The Warrants may have an adverse effect
on the market price of the Class A Common Stock.

 Upon the Closing, the Coliseum Warrants were assumed
and converted into Warrants of Holdco and entitle the holders to purchase shares of Class A Common Stock. Such Warrants, when exercised,
will increase the number of issued and outstanding shares of Class A Common Stock and reduce the value of the Class A Common Stock.

 The Warrant Agreement designates the courts
of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for
certain types of actions and proceedings that may be initiated by holders of the warrants, which could limit the ability of warrant holders
to obtain a favorable judicial forum for disputes with the post-Business Combination company.

 The Warrant Agreement provides that, subject
to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the Warrant Agreement, including
under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court
for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive
forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum.

 Notwithstanding the foregoing, these provisions
of the Warrant Agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any
other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity
purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the
forum provisions in the Warrant Agreement. If any action, the subject matter of which is within the scope the forum provisions of the
Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern
District of New York (a "foreign action") in the name of any holder of our warrants, such holder shall be deemed to have
consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action
brought in any such court to enforce the forum provisions (an "enforcement action"), and (y) having service of process made
upon such warrant holder in any such enforcement action by service upon such warrant holder's counsel in the foreign action as
agent for such warrant holder.

 This choice-of-forum provision may limit a warrant
holder's ability to bring a claim in a judicial forum that it finds favorable for disputes with Holdco, which may discourage such
lawsuits and result in increased costs to warrant holders to bring a lawsuit. Alternatively, if a court were to find this provision of
our Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we
may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect
our business, financial condition and results of operations and result in a diversion of the time and resources of our management and
the Board.

 The Warrants are recognized and accounted
for as derivative liabilities in accordance with ASC 815 and are recorded at fair value upon issuance with changes in fair
value each period reported in earnings, which may have an adverse effect on the market price of the Class A Common Stock.

 The guidance contained in FASB ASC Topic 815, "Derivatives
and Hedging" ("ASC 815") provides that because the Warrants do not meet the criteria for equity treatment thereunder,
each Warrant must be recorded as a liability. Accordingly, we classify each of the Warrants as a liability at its fair value as determined
by us based upon a valuation report obtained from an independent third party valuation firm. At each reporting period (1) the accounting
treatment of the Warrants will be re-evaluated for proper accounting treatment as a liability or equity and (2) the fair value of the
liability of the Warrants is remeasured and the change in the fair value of the liability is recorded as other income (expense) in our
consolidated statements of operations. Changes in the inputs and assumptions for the valuation model we use to determine the fair value
of such liability may have a material impact on the estimated fair value of the embedded derivative liability. The share price of Class
A Common Stock represents the primary underlying variable that will impact the value of the derivative instruments. Additional factors
that may impact the value of the derivative instruments include the volatility of our stock price, discount rates and stated interest
rates. As a result, our consolidated financial position and results of operations will fluctuate quarterly, based on various factors,
such as the share price of the Class A Common Stock, many of which are outside of our control. In addition, we may change the underlying
assumptions used in our valuation model, which could in result in significant fluctuations in our results of operations. If our stock
price is volatile, we expect that we will recognize non-cash gains or losses on our Warrants or any other similar derivative instruments
each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may
have an adverse effect on the market price of Class A Common Stock.

 Massachusetts law and the Holdco A&R
Articles contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions
and could delay or discourage takeover attempts.

 Chapter 156D, §8.06 of the Massachusetts
General Laws provides that the terms of the directors of a publicly traded Massachusetts corporation must be staggered over three years.
This could make it difficult to replace a majority of the board in any one year. A public corporation may opt out of the staggered board
requirement by a vote of its board of directors or a two-thirds vote of each class of stock outstanding.

 Chapter 110F of the Massachusetts General Laws
generally provides that, if a person acquires 5% or more of the stock of a Massachusetts corporation without the approval of the board
of directors of that corporation, such person may not engage in certain transactions with the corporation for a period of three years
following the time that person becomes a 5% shareholder, with certain exceptions. A Massachusetts corporation may elect in its articles
of organization or bylaws not to be governed by Chapter 110F.

 Under the Massachusetts control share acquisitions
statute (Chapter 110D of the Massachusetts General Laws), a person who acquires beneficial ownership of shares of stock of a corporation
in a threshold amount equal to one-fifth or more but less than one-third, one-third or more but less than a majority, or a majority or
more of the voting stock of the corporation, referred to as a control share acquisition, must obtain the approval of a majority of shares
entitled to vote generally in the election of directors (excluding (1) any shares owned by any person acquiring or proposing to acquire
beneficial ownership of shares in a control share acquisition, (2) any shares owned by any officer of the corporation and (3) any shares
owned by any employee of the corporation who is also a director of the corporation) for the purpose of acquiring voting rights for the
shares that such person acquires in crossing the foregoing thresholds.

 The Massachusetts control share acquisitions
statute permits the corporation, to the extent authorized by its articles of organization or bylaws, to redeem all shares acquired by
an acquiring person in a control share acquisition for fair value (which is to be determined in accordance with procedures adopted by
the corporation) if (1) no control share acquisition statement is delivered by the acquiring person or (2) a control share acquisition
statement has been delivered and voting rights were not authorized for such shares by the shareholders in accordance with the applicable
provision of the control share acquisitions statute.

 If the voting rights for shares acquired in a
control share acquisition are authorized by a majority of shareholders, and the acquirer has acquired beneficial ownership of a majority
or more of all voting power in the election of directors, then each stockholder of record, other than the acquirer, who has not voted
in favor of authorizing voting rights for the control may demand payment for his or her stock and an appraisal in accordance with M.G.L.
chapter 156D.

 The Massachusetts control share acquisition statute
permits a Massachusetts corporation to elect not to be governed by the statute's provisions by including a provision in the corporation's
articles of organization or bylaws pursuant to which the corporation opts out of the statute.

 Chapter 110C of the Massachusetts General Laws
(1) subjects an offeror to certain disclosure and filing requirements before such offeror can proceed with a takeover bid, defined to
include any acquisition of or offer to acquire stock by which, after acquisition, the offeror would own more than 10% of the issued and
outstanding equity securities of a target company and (2) provides that, if a person (together with its associates and affiliates) beneficially
owns more than 5% of the stock of a Massachusetts corporation, such person may not make a takeover bid if during the preceding year such
person acquired any of the subject stock with the undisclosed intent of gaining control of the corporation. The statute contains certain
exceptions to these prohibitions, including if the board of directors approves the takeover bid, recommends it to the corporation's
shareholders and the terms of the takeover are furnished to shareholders. The validity of Chapter 110C has been called into questioned
by a 1982 US Supreme Court decision that invalidated a similar law in the state of Illinois.

 The Holdco A&R Articles include an election
not to be governed by the control share acquisition statute, Chapter 110D, or the business combination statute, Chapter 110F of the Massachusetts
General Laws.

 The provisions of the Holdco A&R Articles
requiring exclusive forum in the courts of the Commonwealth of Massachusetts and the federal district courts of the United States for
certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.

 The Holdco A&R Articles provides that, to
the fullest extent permitted by law, and unless Holdco consents in writing to the selection of an alternative forum, the courts of the
Commonwealth of Massachusetts (or, in the event that the courts of Massachusetts does not have jurisdiction, the federal district court
for the District of Massachusetts or other state courts of the Commonwealth of Massachusetts) will be the sole and exclusive forum for
(i) any derivative action, suit or proceeding brought on Holdco's behalf, (ii) any action, suit or proceeding asserting a claim
of breach of a fiduciary duty owed by any director, officer or stockholder of Holdco to Holdco or Holdco's stockholders, (iii)
any action, suit or proceeding arising pursuant to any provision of the MBCA or the Holdco A&R Articles or Holdco A&R Bylaws
(as each may be amended from time to time), (iv) any action, suit or proceeding as to which the MBCA confers jurisdiction on the courts
of the Commonwealth of Massachusetts, or (v) any action, suit or proceeding asserting a claim against Holdco or any current or former
director, officer or stockholder governed by the internal affairs doctrine.

 Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities
Act or the rules and regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such Securities
Act claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by
different courts, among other considerations, the Holdco A&R Articles provide that, unless Holdco consents in writing to the selection
of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America will be
the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act; however, there
is uncertainty as to whether a court would enforce such provision, and investors cannot waive compliance with federal securities laws
and the rules and regulations thereunder. Notwithstanding the foregoing, the Holdco A&R Articles provide that the exclusive forum
provision will not apply to suits brought to enforce any cause of action arising under the Securities Act, any duty or liability
created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange
Act or the rules and regulations thereunder.

 Holdco A&R Articles also provide that, without
prejudice to any other rights or remedies that we may have, each of our shareholders acknowledges that damages alone would not be an
adequate remedy for any breach of the selection of the courts of the Commonwealth of Massachusetts as exclusive forum and that accordingly
we shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief
for any threatened or actual breach of the selection of the courts of the Commonwealth of Massachusetts as exclusive forum.

 These choice of forum provisions may increase
a shareholder's cost and limit the shareholder's ability to bring a claim in a judicial forum that it finds favorable for
disputes with us or our directors, executive officers or other employees, which may have the effect of discouraging lawsuits against
Holdco's directors and officers. Any person or entity purchasing or otherwise acquiring any of our shares or other securities,
whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented
to these provisions. The enforceability of similar choice of forum provisions in other companies' certificates of incorporation
has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against Holdco, a
court could find the choice of forum provisions contained in the Holdco A&R Articles to be inapplicable or unenforceable in such
action. If a court were to find this provision in the Holdco A&R Articles to be inapplicable or unenforceable in an action, we may
incur additional costs associated with resolving the dispute in other jurisdictions, which could have adverse effect on our business
and financial performance.

 Holdco is an "emerging growth company"
and a "smaller reporting company" within the meaning of the Securities Act, and if we take advantage of the reduced
reporting requirements applicable to smaller reporting companies and emerging growth companies could make the Class A Common Stock less
attractive to investors.

 Holdco is an "emerging growth company"
within the meaning of the Securities Act as modified by the JOBS Act, and we may take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but
not limited to not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from
the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We cannot
predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our
securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they
otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more
volatile.

 Further, Section 102(b)(1) of the JOBS Act exempts emerging
growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those
that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides
that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
companies but any such an election to opt out is irrevocable. Holdco expects not to opt out of such extended transition period which means
that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth
company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of our consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth
company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.

 We will remain an emerging growth company until
the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the effectiveness of our registration statement
on Form S-4 in connection with the Business Combination, (b) in which we have total annual gross revenue of at least $1.235 billion,
or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates
exceeds $700 million as of the end of the prior fiscal year's second fiscal quarter; and (2) the date on which we have issued more
than $1.00 billion in non-convertible debt securities during the prior three-year period.

 Additionally, Holdco is a "smaller reporting
company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced
disclosure obligations, including, among other things, providing only two years of audited financial statements. Our status as a smaller
reporting company is determined annually. We will continue to qualify as a smaller reporting company through the following fiscal year
as long as (i) the market value of Common Stock held by non-affiliates (measured as of the end of the second quarter of the then current
fiscal year) does not exceed $250 million or (ii) our annual revenues for the most recently completed fiscal year do not exceed $100
million and the market value of Common Stock held by non-affiliates (measured as of the end of the second quarter of the then current
fiscal year) does not exceed $700 million. If we exceed these thresholds, we will cease to be a smaller reporting company as of the first
day of the following fiscal year.

 We cannot predict if investors will find the
Class A Common Stock less attractive if Holdco chooses to rely on any of the exemptions afforded to emerging growth companies and smaller
reporting companies. If some investors find the Class A Common Stock less attractive because Holdco relies on any of these exemptions,
there may be a less active trading market for the Class A Common Stock and the market price of the Class A Common Stock may be more volatile
and may decline.

 Item 1B. Unresolved Staff Comments

 None.

 Item 1C. Cybersecurity

 In recent years, cyberattacks, including denial-of-service
attacks, ransomware attacks, business email compromises, computer malware, viruses, social engineering (including phishing) and other
tactics designed to gain access to and exploit sensitive information by breaching mission critical systems of large organizations have
increased in volume and sophistication. RWT's information technology systems and automated machinery, which it will rely on to
operate its business, could be exposed to such tactics. RWT may also experience unavailable systems, unauthorized access or disclosure
due to employee theft or misuse, sophisticated nation-state and nation-state supported actors and advanced persistent threat intrusions.
RWT may be unable to implement adequate preventative measures or stop security breaches while they are occurring, and attackers may sabotage
or to obtain unauthorized access to RWT's systems, networks, or physical facilities. Actual or perceived breaches of RWT's
security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive
or confidential data about RWT, its partners, its clients or third parties could expose us and the parties affected to a risk of loss
or misuse of this information, resulting in litigation and potential liability, paying damages, regulatory inquiries or actions, damage
to the RWT brand and reputation or other harm to the RWT business. Additionally, cyberattacks that impacts RWT's ability to operate
its platform could result in production errors, processing inefficiencies and unscheduled downtime/degradation of operations, in turn
causing the loss of sales and clients, and decreased revenue and increased overhead costs, which could have a material adverse effect
on our results of operations.

 Our board of directors has oversight of our strategic
and business risk management and oversees management's execution of our cybersecurity risk management program. Management is responsible
for identifying, assessing, and managing cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential
cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures, maintaining cybersecurity policies and procedures,
and providing regular reports to our board of directors. In the event of an incident, we intend to follow our incident response plan,
which outlines the steps to be followed from incident detection to mitigation, recovery and notification, including notifying functional
areas (e.g. legal), as well as senior leadership and the board, as appropriate.

 Item 2. Properties

 Our corporate headquarters
are located at 4851 Tamiami Trail N, Suite 200 Naples, FL.

 Item 3. Legal Proceedings

 From time to time, Holdco and RWT may be involved
in certain claims and legal proceedings arising in the normal course of business. While the resolution of these matters cannot be predicted
with certainty, Holdco and RWT do not believe, based on current knowledge, that the outcome of any currently pending legal proceedings
in which Holdco or RWT is currently involved will have a material adverse effect on Holdco's consolidated financial position, results
of operations or cash flow.

 Item 4. Mine Safety Disclosures.

 Not applicable.

 Item 5. Market for Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities.

 Market Information

 Shares of our Class
A Common Stock and Warrants began trading on Nasdaq under the symbols "RAIN" and "RAINW", respectively, on January
2, 2025. Shares of our Class B Common Stock do not trade on any market.

 Holders

 As of April 15, 2025, there were approximately
32 record holders of Class A Common Stock, 3 record holders of Class B Common Stock and 1 record holder of Warrants. The number of holders
of record does not include a substantially greater number of "street name" holders or beneficial holders whose shares of Class
A Common Stock and Warrants are held of record by banks, brokers and other financial institutions.

 Dividends

 Holdco has not paid any dividends to its shareholders.
It is the present intention of the Board to retain all earnings, if any, for use in Holdco's business operations and, accordingly,
the Holdco does not anticipate declaring any dividends in the foreseeable future. The Board will consider whether or not to institute
a dividend policy. The determination to pay dividends will depend on many factors, including, among others, Holdco's financial
condition, current and anticipated cash requirements, contractual restrictions and financing agreement covenants, solvency tests imposed
by applicable corporate law and other factors that the Board may deem relevant.

 Recent Sales of Unregistered Securities

 On December 31, 2024, in connection with the Closing,
the former RWT shareholders received an aggregate of 2,125,540 shares of Class A Common Stock and 57,572 shares of Class B Common Stock
pursuant to the terms of the Business Combination Agreement.

 On December 31, 2024, in connection with the Closing,
Holdco issued 61,474 shares of Class A Common Stock to the PIPE Investors pursuant to the PIPE Subscription Agreements, for aggregate
proceeds of approximately $700,000 and also recorded a subscription receivable of $650,000 from two PIPE Investors for the purchase of
57,083 shares of Class A Common Stock. On January 29, 2025, the Company closed $500,000 of such subscription receivable pursuant
to the PIPE Subscription Agreements and issued an aggregate of 43,910 shares of Class A Common Stock to the PIPE Investors. On February
6, 2025, the Company closed on the remaining $150,000 of subscription receivable pursuant to the PIPE Subscription Agreements and issued
an aggregate of 13,173 shares of Class A Common Stock to the PIPE Investors.

 In connection with the Business Combination,
pursuant to the terms of the Warrant Exchange Agreement, on December 31, 2024, Holdco issued an aggregate of 806,250 shares of Class
A Common Stock to the former holders of Coliseum Private Placement Warrants.

 In connection with the Business Combination,
on December 31, 2024, Holdco issued an aggregate of 5,000 shares of Class A Common Stock to a vendor as consideration for services rendered.

 The shares of Class A Common Stock issued to
the PIPE Investors pursuant to the PIPE Subscription Agreements, the shares of Class A Common Stock and Class B Common Stock issued to
the RWT shareholders pursuant to the Business Combination Agreement, the shares of Class A Common Stock issued pursuant to the Warrant
Exchange, and the shares of Class A Common Stock issued to the vendor, have not been registered under the Securities Act and
have been issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation
D promulgated under the Securities Act, as a transaction by an issuer not involving a public offering.

 Item 6. [Reserved]

 Item 7. Management's discussion and
analysis of financial condition and results of operations.

 The following discussion and analysis of the
Company's financial condition and results of operations should be read in conjunction with our audited consolidated financial statements
and the notes related thereto which follow Item 16 of this Annual Report on Form 10-K. Certain information contained in the discussion
and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in
these forward-looking statements as a result of many factors, including those set forth under "Cautionary Note Regarding Forward-Looking
Statements," "Item 1A. Risk Factors" and elsewhere in this Annual Report on Form 10-K.

 Unless otherwise indicated or the context
otherwise requires, references in this Holdco Management's Discussion and Analysis of Financial Condition and Results of Operations
to the company, "we," "us" "our," "Holdco" and other similar terms refer to Rain Enhancement
Technologies Holdco, Inc. on a consolidated basis.

 MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Overview

 We were founded to provide the world with reliable
access to water, one of life's most important resources. To achieve this mission, we aim to develop, manufacture and commercialize
ionization rainfall generation technology.

 We are combining unique expertise and personnel to develop, improve
and undertake efforts to commercialize ionization rainfall generation technology that enhances rainfall when conditions are appropriate
in the atmosphere. We are building our core platform with software, meteorology, hardware, product design and operations to make rainfall
generation more dependable. We aim to improve on existing rainfall generation technologies by introducing robust measurement tools, including
automation technology, rain gauges, and weather stations, to more precisely quantify the positive water benefit it expects to deliver
to millions globally.

 We intend to develop, invent, improve, manufacture, commercialize and
operate technologies that enhance rainfall and elevate water reserves. We believe that our future services will yield potable water that
can be used for all purposes. The projected cost (not including land costs, which are still being determined) and energy requirements
for our future technology are modest on a per gallon basis for communities and ecosystems, estimated to be $0.10 per cubic meter, approximately
10 times less than other alternative technologies. We aim to enhance agricultural, industrial and household water supplies for all the
communities in which we operate by developing technology and services to serve governmental and commercial clients' needs in creating
water resiliency and abundancy.

 Our business model is based on a unique one-to-many community-centric
business model. The numerous client segments to which we market includes large landowners including agriculture, resorts, energy and transportation
companies, insurance and reinsurance companies, decarbonization initiatives of major corporations and philanthropists, supranational governmental
organizations, and city, county, state, federal and non-U.S. governments. In addition, we aim to leverage our offerings and enhance our
potential market position by exploring ways to expand our future water generation products through licensing and acting as a channel partner
for additional water generation technologies.

 Since the beginning of 2025 we have created new marketing and sales
programs, identified and contacted potential customers in core market segments, expanded our contacts with rain enhancement experts who
could endorse our technology and introduce us into existing projects looking to address lack of rainfall, and organized our production
of systems to serve expected demand.

 We have a limited operating history and have not yet generated any
revenue, and our ability to generate revenue sufficient to achieve profitability will depend on our ability to successfully build and
commercialize rainfall generation technology and successfully execute our sales strategy.

 Business Combination

 On the Closing Date, Coliseum, RWT, Holdco, Merger
Sub 1, and Merger Sub 2 consummated the Business Combination pursuant to the terms of the Business Combination Agreement.

 Pursuant to the Business Combination Agreement,
on the Closing Date, the Mergers occurred, and, after giving effect to such Mergers, the Closing occurred. Following the Closing, Holdco
holds all of the equity interests of RWT and Merger Sub 1.

 The Business Combination was treated as a reverse
recapitalization in accordance with U.S. GAAP. Under this method of accounting, Coliseum was treated as the "acquired" company
for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of RWT
issuing stock for the net assets of Coliseum, accompanied by a recapitalization. The net assets of Coliseum were stated at historical
cost, with no goodwill or other intangible assets recorded.

 Our common stock and warrants commenced trading
on the Nasdaq Stock Market LLC under the symbols "RAIN" and "RAINW", respectively, on January 2, 2025.

 PIPE Subscriptions

 In connection with the Closing, Holdco entered
into the PIPE Subscription Agreements with the PIPE Investors and related parties to sell an aggregate of $1.35 million of shares of Holdco
Class A Common Stock at $11.39 per share, of which Holdco received $700,000 of the PIPE Investment and recorded a subscription receivable
of $650,000 on the consolidated balance sheet as of December 31, 2024. Such receivable was fully paid on February 6, 2025.

 On the Closing Date, the Company closed on $700,000 of investment pursuant
to the PIPE Subscription Agreements and issued an aggregate of 61,474 shares of Class A Common Stock to the PIPE Investors and recorded
a subscription receivable of $650,000 from two PIPE Investors for the purchase of 57,083 shares of Class A Common Stock. On January 29,
2025, the Company closed $500,000 of such subscription receivable pursuant to the PIPE Subscription Agreements and issued an aggregate
of 43,910 shares of Class A Common Stock to the PIPE Investors. On February 6, 2025, the Company closed on the remaining $150,000 of subscription
receivable pursuant to the PIPE Subscription Agreements and issued an aggregate of 13,173 shares of Class A Common Stock to the PIPE Investors.

 Forward Purchase Agreement with Meteora

 On December 30, 2024, Holdco entered into a forward
purchase agreement (the "Forward Purchase Agreement") with Meteora Capital Partners, LP and affiliated funds ("Meteora")
for an OTC equity prepaid forward transaction. An aggregate of 361,858 shares of Holdco Class A Common Stock (the "Forward Purchase
Shares") are subject to the Forward Purchase Agreement, for which Meteora was paid approximately $4.1 million at Closing (the "Prepayment")
and we retained approximately $20,000 (the "Prepayment Shortfall"). The Forward Purchase Agreement matures on the date of
the effectiveness of a certain registration statement filed by Holdco with the Securities and Exchange Commission following the Closing
Date (the "Maturity Date"). Meteora may sell the Forward Purchase shares at any time following the Closing Date until the
Maturity Date at a price not less than $10.00 per share. If Meteora sells any of the Forward Purchase Shares, Meteora will pay to Holdco
$10.00 for each share sold, less the Prepayment Shortfall. On Maturity Date, any Forward Purchase Shares that have not been sold by Meteora
will be returned to us for no consideration, provided that if the proceeds of the shares sold by Meteora prior to the Maturity Date is
less than the Prepayment Shortfall, then we will pay cash to Meteora in an amount equal to such difference.

 Loan Agreement with an Affiliate of Harry You

 On December 30, 2024, Holdco entered into the Loan Agreement with RHY,
an affiliate of Harry You, pursuant to which RHY committed to provide Holdco with up to $7 million in new loans. Prior to each drawdown,
pursuant to the Loan Agreement, Holdco must certify to RHY, among other things, that it has used its best efforts to raise equity, equity-linked,
or debt financing on terms available in the market to a similarly-situated company in similar circumstances, and is unable to obtain alternate
financing in the amount of such drawdown. Once amounts are borrowed, they may not be re-borrowed. Additionally, Mr. You agreed to roll
over an aggregate of approximately $3.1 million of loans and advances owed to him or to his affiliates by Coliseum and RWT into the Loan
Agreement and such amounts will be treated for all purposes as loans outstanding pursuant to the Loan Agreement (which, for the avoidance
of doubt, does not decrease the $7 million commitment). As of the date of this Annual Report, Holdco has borrowed an additional $839,000
of new funds under the Loan Agreement.

 Recent Developments

 Appointment of Directors

 On April 1, 2025, the Board increased the size
of the Board from five to seven directors and appointed Mr. Marcus Peperzak and Mr. Robert Reardon to fill the resulting vacancies. Mr.
Reardon was appointed to serve as a Class I director with a term expiring at the Company's first annual meeting of stockholders.
Mr. Peperzak was appointed to serve as a Class II director with a term expiring at the second annual meeting of stockholders. Following
the appointment, Mr. Peperzak and Mr. Reardon serve on the Audit Committee.

 In connection with this appointment, Mr. Reardon
and Mr. Peperzak each entered into a Director Agreement (as defined below) that is consistent with the Company's form of Director
Agreement. Under the Director Agreement, members of the Board will receive compensation for service on the Board and on committees of
the Board consisting of the following: (i) subject to approval by the Board and compensation committee of the Board (the "Compensation
Committee"), a cash payment of $12,500 promptly following attendance at each quarterly Board meeting, for a total annual cash compensation
of $50,000; and (ii) at the beginning of each year of service, and subject to approval by the Board and the Compensation Committee, a
grant of restricted stock, with the number of shares determined by dividing $100,000 by the closing price of the Company's Class
A common stock, par value $0.0001 per share ("Class A Common Stock") as reported on the Nasdaq Stock Market LLC on the date
of the grant. The restricted stock granted pursuant to the Director Agreement will vest in full on the first anniversary of the grant
date, subject to acceleration in accordance with the terms of the restricted stock award or the Company's 2024 Incentive Award Plan.

 Additionally, effective as of April 4, 2025, the
Company entered into Director Agreements with Lyman Dickerson, Alexandra Steele, and Christopher Riley, each non-employee members of the
Board. The terms of the Director Agreements are consistent with the Company's standard form of Director Agreement described above,
except with respect to the grants of restricted stock to Mr. Dickerson and Mr. Riley, which are as follows: (i) subject to approval by
the Board and the Compensation Committee, in lieu of an annual grant of restricted stock, Mr. Dickerson will receive an initial grant
of restricted stock equal to the number of shares determined by dividing $2,000,000 by the closing price of the Class A Common Stock on
the date of grant, and such grant of restricted stock will vest in full on the third anniversary of the grant date, subject to acceleration
in accordance with the terms of the restricted stock award or the Company's 2024 Incentive Award Plan, and (ii) subject to approval
by the Board and the Compensation Committee, Mr. Riley will receive an annual grant of restricted stock equal to the number of shares
determined by dividing $50,000 by the closing price of the Class A Common Stock on the date of grant.

 The grants of restricted stock to each of Mr.
Dickerson, Ms. Steele, Mr. Riley, Mr. Peperzak, and Mr. Reardon pursuant to the Director Agreements were deferred by the Board.

 Nasdaq Compliance Notices

 On February 18, 2025, we received the MVLS Notice from Nasdaq which
notified the Company that, for the 30 consecutive business days ended February 14, 2025, our MVLS closed below the $50,000,000 MVLS threshold
required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A).

 In accordance with Nasdaq Listing Rule 5810(c)(3)(C), we have 180 calendar
days, or until August 18, 2025, to regain compliance with the MVLS Rule. The MVLS Notice notes that, to regain compliance, our MVLS must
close at or above $50,000,000 for a minimum of ten consecutive business days during the MVLS Compliance Period. The MVLS Notice further
notes that if we are unable to satisfy the MVLS requirement prior to such date, we may be eligible to transfer the listing of its securities
to The Nasdaq Capital Market (provided that we then satisfy the requirements for continued listing on that market). If we do not regain
compliance by the end of the MVLS Compliance Period, Nasdaq staff will provide written notice to us that our securities are subject to
delisting. At that time, we may appeal any such delisting determination to a hearings panel.

 Also on February 18, 2025, we received the MVPHS Notice from Nasdaq
that for the 30 consecutive business days ended February 14, 2025, our MVPHS closed below the $15,000,000 MVPHS threshold required for
continued listing on Nasdaq under Nasdaq Listing Rule 5450(b)(2)C).

 In accordance with Nasdaq Listing Rule 5810(c)(3)(D), we have 180 calendar
days, or until August 18, 2025, to regain compliance with the MVPHS Rule. The MVPHS Notice notes that, to regain compliance, our MVPHS
must close at or above $15,000,000 for a minimum of ten consecutive business days during the MVPHS Compliance Period. The MVPHS Notice
further notes that if we are unable to satisfy the MVPHS requirement prior to such date, we may be eligible to transfer the listing of
its securities to The Nasdaq Capital Market (provided that we then satisfy the requirements for continued listing on that market). If
we do not regain compliance by the end of the MVPHS Compliance Period, Nasdaq staff will provide written notice to us that our securities
are subject to delisting. At that time, we may appeal any such delisting determination to a hearings panel.

 The MVLS Notice and MVPHS Notice are notifications
of deficiency, not of imminent delisting, and have no immediate effect on the listing of our securities. Our Class A Common Stock and
Warrants continue to trade on Nasdaq under the symbols "RAIN" and "RAINW", respectively.

 We intend to actively monitor our MVLS and MVPHS between now and August
18, 2025, and may, if appropriate, evaluate available options to resolve the deficiencies and regain compliance with the MVLS Rule and
MVPHS Rule. While we are exercising diligent efforts to maintain the listing of our securities on Nasdaq, there can be no assurance that
we will be able to regain or maintain compliance with Nasdaq listing standards. See " Risk Factors - There can be no assurance
that Holdco will be able to comply with the continued listing rules of Nasdaq. "

 Departure of Co-Chief Executive Officer

 On January 29, 2025, Holdco, RWT and Christopher
Riley entered into a letter agreement whereby Mr. Riley resigned as Co-Chief Executive Officer of our company and RWT effective as of
January 30, 2025 (the "Termination Letter"). Pursuant to the Termination Letter, in lieu of all other compensation and payments
of any kind due and payable to Mr. Riley, Mr. Riley will be paid for services rendered in an amount of $124,500, payable in 18 monthly
installments beginning in February 2025. Additionally, conditioned on approval by the Compensation Committee of our board of directors,
the Termination Letter provides that Mr. Riley will be granted 10,000 shares of Class A Common Stock of the Company vesting one year
from the date of grant.

 Mr. Riley's decision to resign as Chief
Executive Officer was not the result of any disagreement with our company or our board of directors, including any matters relating to
our operations, polices, accounting practices or financial reporting. Mr. Riley will remain as a member of our board of directors.

 As previously announced, we appointed Randall
Seidl to serve as Co-Chief Executive Officer effective as of January 2, 2025. Following the resignation of Mr. Riley, Mr. Seidl is our
sole Chief Executive Officer.

 Plan of Operations

 12-Month Plan

 RWT currently is warehousing two fully built rain generation systems
in Sydney, Australia. The systems were built by a leading ionization rainfall generation engineer, and have undergone rigorous evaluation,
testing, and documentation. We plan to ship these units to our U.S. warehouse by May 2025 and expect to execute our first client contract
and begin the installation process in the third quarter of 2025. Concurrently, we will identify, recruit, and hire a CTO, CFO and other
go to market resources.

 In March 2025, we began planning the development of ten additional
rain generation systems for deployment in new locations. While we have begun documenting the sourcing, manufacturing, and building processes,
we will collaborate with highly skilled technical advisors to develop a step-by-step training manual that can be scaled as our system
volume increases. While systematically documenting the process, we will also explore ways to enhance efficiency and scalability, such
as reviewing the bill of materials to domesticate component sourcing and initiating the request-for-proposal process with prospective
U.S.-based manufacturers.

 We are actively hiring and plan to recruit up to five employees to
support sales, operations, or climate science functions by the end of 2025.

 We plan to host an onsite event, which will include training U.S. personnel
on the installation and operation of the systems. As part of this, we will install one of the systems received from Australia inside our
warehouse for validation testing, after which it will be re-packed in crates for delivery to the next client site. The second system will
be set up for mechanical testing and value engineering work. At that stage, we will assess whether any components are missing or require
modifications, placing orders and making necessary repairs as needed. Additionally, that month, we will begin hardware engineering on
a variation of the rain generation system designed to meet local permitting requirements for potential installations on public land.

 We will also plan and prepare for the installation of our system at
our first location in August 2025. This process will include securing the services of a general contractor ("GC") in the area.
We will collaborate with the GC to obtain all necessary building permits, which we anticipate will be similar to those required for cell
tower installations and should be acquired efficiently and at a reasonable cost.

 Once the rain generation systems are installed at our first location,
we will aim to begin development for rain gauge with our intellectual property to assist with automating the operation of both the installed
system and future systems based on local weather conditions.

 We will also begin finalizing site selection for the region where we
plan to install a system in 2025. These regions are expected to host one or more systems to serve one or multiple clients. Our goal is
to install the systems in a way that creates contiguous or overlapping areas of potential rainfall enhancement. Depending on updrafts,
humidity, and other weather conditions, each installed system is expected to generate rainfall within an approximately 50-mile radius.
Site selection will be prioritized based on client engagement, projected returns for the company, and expected local weather and topography.
We anticipate that our supply chain will support the manufacturing and installation of additional systems within 5 to 6 months, allowing
RWT to scale operations rapidly as client referral effects drive increased demand.

 We will continue to update and refine internal documentation that outlines
the criteria for selecting sites to install and operate the systems. This will include, but not be limited to, factors such as weather
patterns, terrain, setbacks, access, prevailing wind direction, and average humidity. Additionally, we plan to enhance our operations
process to include a complete set of drawings necessary for permitting, as well as incorporating all feedback received from the site of
our initial installation.

 By the fourth quarter of 2025, we expect to begin operationalizing
the manufacturing, testing, and warehousing of devices for the installation pipeline. At that point, we anticipate having well-developed
documentation that we can follow to ensure a steady stream of successful system installations.

 As we continue to refine our manufacturing process for rain technology
devices, we will also seek research partnerships with universities. Our goal for these partnerships is to launch a multi-year case study
that evaluates the impact of our devices and related technology on rainfall enhancement in the initial U.S. locations where our systems
have been installed.

 Liquidity and Capital Resources

 As of December 31, 2024, we had approximately
$37,000 in cash and had a working capital deficit of approximately $5.4 million. We expect to continue to incur expenses and begin
to generate revenues as we continue to grow and scale our business.

 In connection with the Business Combination, on
December 30, 2024, RHY Management LLC ("RHY"), an affiliate of Harry You, entered into the Loan Agreement and agreed to issue
a line of credit (the "LOC") to Holdco for up to $7 million. In addition, Mr. You and his affiliate also agreed to rollover
all outstanding amount that Coliseum and RWT owed to them prior to Closing (the "Rollover" under the LOC (such amounts borrowed
under the LOC, together with the Rollover, the "Loan"). The Loan has an interest rate of 5%, and interest will be due and
payable in arrears quarterly. As of December 31, 2024, the Company has not withdrawn any amount under the $7 million available funding
under the LOC and has approximately $3.1 million in Rollover amount outstanding. Subsequent to December 31, 2024, the Company borrowed
approximately $839,000 under the LOC.

 Our management estimates approximately $6.3 million
and approximately $62 million in expenses for our one-year and five-year business plan. These funds are expected to be used for producing
units, integrating and rolling out software for the rain enhancement platform, expanding water services through the 'land and expand'
client acquisition model, and potentially acquiring other weather technologies. Since the base technology and products are developed and
proven, the need for additional capital will primarily be driven by growth in customer acquisition and projects. Our management believes
that the budget can be scaled in line with the funds actually received, enabling RWT to expand its client base, deliver equipment and
technology to newly acquired clients, and develop new products for the RWT platform.

 We expect to fund our future development and exploration activities
using the available funding under the LOC and future operating cash flow. The timing of most capital expenditures is largely discretionary.
We have a significant degree of flexibility to adjust the level of our capital expenditures as circumstances warrant. If our plans or
assumptions change, we may seek additional funding through debt or other equity financing arrangements, implement incremental expense
reduction measures or a combination thereof to continue financing our operations. Although our management continues to pursue these plans,
there is no assurance that we will be successful in obtaining sufficient funding on terms acceptable to us to fund continuing operations,
if at all.

 In connection with the Company's
assessment of going concern considerations in accordance with FASB ASC Subtopic 205-40, "Going Concern," our management
has determined that although we do not have sufficient liquidity to meet our anticipated obligations over the next year from the
date of issuance of these consolidated financial statements, we have access to funds under the LOC. Additionally, an existing
shareholder has pledged financial support as necessary and has the financial ability to provide such funds, that are sufficient to
fund our working capital needs over the next twelve months from the date of issuance of these consolidated financial statements.

 Results of Operations

 For the year ended December 31, 2024, we had net loss of approximately
$4.5 million, which consisted mainly of general and administrative expenses of approximately $4.5 million and interest expense in connection
with the note payable to related parties of approximately $30,000. The Company experienced higher expenses compared to previous years
due to the merger completed on December 31, 2024.

 For the year ended December 31, 2023, we had
net loss of approximately $437,000, which consisted mainly of general and administrative expenses of approximately $410,000 and interest
expense in connection with the note payable to related parties of approximately $27,000.

 Cash Flows

 For the year ended December 31, 2024, net cash
used in operating activities was approximately $1.3 million, net cash used in investing account was approximately $46,000, and net cash
provided by financing activities was approximately $1.4 million. Net loss of approximately $4.5 million was partially offset by non-cash
activities, including stock-based compensation expense of approximately $2.8 million, amortization expense of approximately $12,000, and
expenses paid by related parties on behalf of RWT of approximately $321,000, and also changes in operating assets and liabilities used
approximately $44,000 of cash for operating activities. Cash used in investing activities consisted solely of payment for building Equipment
of approximately $46,000. Cash provided by financing activities resulted from (i) issuance of RWT Class A and RWT Class B common stock
of $740,000 and $125,000, respectively, (ii) cash proceeds from issuance of Holdco Class A common stock in connection with PIPE subscriptions
of $700,000, and (iii) proceeds from reverse recapitalization in connection with the Business Combination, partially offset by payment
of deferred financing costs of $75,000 and payment of prepaid Forward Purchase Agreement with Meteora of approximately $4.1 million.

 For the year ended December 31, 2023, net cash
used in operating activities was approximately $238,000, net cash used in investing account was approximately $264,000, and net cash
provided by financing activities was approximately $440,000. Net loss of approximately $437,000 was affected by stock based compensation
expense of approximately $3,800, amortization expense of $12,000, expenses paid by related parties on behalf of RWT of approximately
$11,000, and changes in operating assets and liabilities used approximately $171,000 of cash for operating activities. Cash used in investing
activities consisted solely of payment for building Equipment of approximately $264,000. Cash provided by financing activities resulted
from issuance of common stock and Series A preferred stock of $1,998 and $8,000, respectively, and from the remaining proceeds of approximately
$447,000 pursuant to the Note, partially offset by repayment off advances to certain officer approximately $17,000.

 Patent and Consulting Agreements

 Patent License

 On November 21, 2022, RWT entered into a
license agreement with Dr. Theodore Anderson, a plasma physicist, whereby RWT was granted an exclusive, worldwide license under
certain of Dr. Anderson's patents. The consideration paid for the license of $33,000, which was fully paid in November 2022,
was recorded as a finite-lived intangible asset.

 Consulting Agreement for Rainfall Ionization

 In November 2022, RWT entered into a consulting agreement, which was
later amended on December 8, 2022, to engage with its senior technology advisor ("Technical Advisor"). RWT agreed to pay the
Technical Advisor a one-time fee upon execution of the agreement ("First-time fee") and a consulting fee of AUD 250,000 per
year (equivalent to approximately $170,000 as of the effective date), which was later revised to $186,000 in February 2025, as well as
certain bonuses that will be paid upon reaching certain milestones. In May 2023, the Technical Advisor met a significant milestone in
improving the design and a bonus of AUD 25,000 was paid in June 2023 (or approximately $13,000).

 In connection with the consulting agreement, we also agreed to obtain
from the Technical Advisor an irrevocable, perpetual, non-exclusive license under certain engineering designs in connection with rainfall
ionization equipment and systems. We fully paid this amount of $83,750 in June 2023.

 Related Party Transactions

 Note Payable and Line of Credit from Related
Parties

 On February 2, 2023, RWT issued a promissory
note (the "Note") to its former CEO and Mr. You and Mr. de Masi for an aggregate amount of $600,000. The Note has an
annual interest rate of 5% and is currently due on demand.

 On December 30, 2024, Holdco entered into the
Loan Agreement with RHY, an affiliate of Harry You, pursuant to which RHY agreed to issue an LOC to Holdco for up to $7 million, in addition
to the Rollover amount described below. The Loan has an interest rate of 5%, and interest will be due and payable in arrears quarterly.

 Prior to Closing, the outstanding amount that
Coliseum and RWT owed to Mr. You and his affiliates are: (i) approximately $1.7 million and approximately $333,000 of advances to Coliseum
and RWT, respectively, (ii) convertible note balance of $667,500 to Coliseum, and a portion under the Note discussed above of approximately
$216,000 to RWT (which amount includes $200,000 in principal and approximately $16,000 in accrued interest), and (iii) an outstanding
balance of $180,000 in accrued administrative fees to Coliseum, for a total of approximately $3.1 million. The Rollover amounts were assigned
to and assumed by Holdco and are treated for all purposes as Loans outstanding under the Loan Agreement. The Rollover amount does not
reduce the $7 million funding available to the Company under the LOC. As of December 31, 2024, we had not borrowed any of the $7 million
available funding under the LOC.

 Employment Agreement

 On December 31, 2024, Holdco entered into a binding offer letter (the "Offer Letter") with its new
CEO, Mr. Seidl effective January 2, 2025, pursuant to which Holdco agreed to pay to the CEO (i) an annual salary of $500,000, (ii) a contingent
bonus payment of $5.0 million that will be issued under a form of an unsecured note payable (the "Officer Note") on the earlier
of (x) four-year anniversary of the Officer Note, subject to the CEO's continued service with Holdco through such date, and (y)
the date of termination, if Holdco terminates the CEO's employment without cause. Holdco and Mr. Seidl agreed to replace the Officer
Note, which was not yet issued, with a retention bonus agreement to better reflect the nature of the commitment ("Retention Bonus").
As of the date of this filing, the Retention Bonus has not been issued.

 Segments

 We operate and manage the business as one reportable and operating
segment, which is the business of developing, manufacturing and commercializing ionization rainfall generation technology. Our chief executive
officer, who is the chief operating decision maker, or CODM, reviews financial information on an aggregate basis for allocating resources
and evaluating financial performance.

 Off-Balance Sheet Arrangements

 We did not have off-balance sheet arrangements as of December 31, 2024,
and do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial
partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the
purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

 Critical Accounting Estimates

 The consolidated financial statements have been
prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC.

 Preparation of the consolidated financial statements
requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities. We also make estimates and assumptions on revenue generated and reported expenses incurred during the reporting
periods. Our estimates are based on our historical experience and on various other factors that it believes are reasonable under the
circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from these estimates.

 While our significant accounting policies are
described in the notes to our consolidated financial statements included elsewhere in this Annual Report, our management believes there
was no critical accounting estimates identified during the years ended December 31, 2024 and 2023.

 Derivative Financial Instruments

 We do not use derivative instruments to hedge exposures to cash flow,
market, or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain
features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 "Distinguishing Liabilities from Equity" ("ASC
480") and ASC 815. The classification of derivative instruments, including whether such instruments should be recorded as liabilities
or as equity, is re-assessed at the end of each reporting period. The assessment considers whether the financial instruments are freestanding
financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the financial instruments
meet all of the requirements for equity classification under ASC 815, including whether the financial instruments are indexed to our own
ordinary shares, among other conditions for equity classification.

 We capitalize our cost to build its rainfall ionization
equipment (the "Equipment"), including materials and allocated labor costs. In July 2023, we finished building the Equipment
and transferred its capitalized cost from Construction in-process to Equipment. As soon as the Equipment is placed in service upon agreement
with the customers, we will begin to depreciate those assets on a straight- line basis over the estimated useful lives of the assets,
generally 10 to 15 years. At the time of retirement or other disposition of the Equipment, the cost and accumulated depreciation
will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. As of December 31, 2024,
no Equipment has been placed in service.

 Intangible Assets

 Recognized intangible assets have finite lives
and include acquired licenses for market-ready technology and designs of weather modification and rainfall ionization equipment. Intangible
assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried
at cost less any accumulated amortization and accumulated impairment losses.

 Intangible assets with finite lives are amortized using the straight-line
method over the estimated useful economic life. The amortization period and the amortization method for an intangible asset with a finite
useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of
consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate,
and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the
consolidated statements of operations and in the expense category that is consistent with the function of the intangible assets.

 Intangible assets with finite lives are tested
for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. These conditions may
include a change in the extent or manner in which the asset is being used or a change in future operations. We assess the recoverability
of the carrying amount by preparing estimates of future revenue, margins, and cash flows. If the sum of expected future cash flows (undiscounted
and without interest charges) is less than the carrying amount, an impairment loss is recognized. The impairment loss recognized is the
amount by which the carrying amount exceeds the fair value of the asset. Fair value of these assets may be determined by a variety of
methodologies, including discounted cash flow models. As of December 31, 2024 and 2023, we did not have any intangible assets with indefinite
useful lives.

 Stock Compensation

 Our policy is to account for stock-based compensation
expense in accordance with FASB ASC Topic 718, "Compensation-Stock Compensation" ("ASC 718"). Under ASC 718,
stock-based compensation associated with equity awards is measured at fair value upon the grant date and recognized over the requisite
service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period,
if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event
is deemed probable to occur. Forfeitures are recognized as incurred.

 Recent Accounting Pronouncements

 In November 2023, the FASB issued Accounting Standards Update ("ASU")
2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures". The amendments in this ASU expand
public entities' segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the
Chief Operating Decision Maker and included within each reported measure of segment profit or loss, an amount and description of its composition
for other segment items, and interim disclosures of a reportable segment's profit or loss and assets. We adopted ASU 2023-07, which
did not have a material impact on the consolidated financial statements.

 In December 2023, the FASB issued ASU No. 2023-09 (Topic 740),
Improvements to Income Tax Disclosures. The ASU requires disaggregated information about a reporting entity's effective tax rate
reconciliation as well as an expansion of other income tax disclosures. The ASU is effective on a prospective basis for annual reporting
periods beginning after December 15, 2024. We are currently evaluating the impact this ASU will have on our consolidated financial
statements and related disclosures.

 Emerging Growth Company Status

 Holdco is an emerging growth company, as defined
in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act").
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared
effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised
financial accounting standards.

 Section 107 of the JOBS Act allows emerging
growth companies to take advantage of the extended transition period for complying with new or revised accounting standards. Under Section 107,
an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private
companies. Any decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.
The Company has elected to use the extended transition period available under the JOBS Act, which means that when a standard is issued
or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt
the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's
consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company
which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.

 The Company will remain an emerging growth company
until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the effectiveness of
the Company's registration statement on Form S-4 in connection with the Business Combination, (b) in which the Company has
total annual revenue of at least $1,235,000,000, or (c) in which the Company is deemed to be a large accelerated filer, which means
the market value of its common equity that is held by non-affiliates exceeds $700.0 million as of the end of the prior fiscal year's
second fiscal quarter; and (2) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities
during the prior three-year period.

 We are also a "smaller reporting company"
as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations,
including, among other things, providing only two years of audited financial statements. The Company will remain a smaller reporting
company until the last day of the fiscal year in which (i) the market value of the shares of Class A Common Stock held by non-affiliates
exceeds $250.0 million as of the prior June 30, and (ii) the Company's annual revenue exceeds $100.0 million during such completed
fiscal year and the market value of the shares of Class A Common Stock held by non-affiliates exceeds $700.0 million as of the prior
June 30. To the extent the Company takes advantage of such reduced disclosure obligations, it may also make comparison of the Company's
financial statements with other public companies difficult or impossible.

 Item 7A. Quantitative And Qualitative Disclosures
About Market Risk

 We are a smaller reporting company, as defined
in Rule 12b-2 of the Exchange Act. Therefore, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information
required by this Item.

 Item 8. Financial Statements and Supplementary
Data

 This information appears following Item 16 of
this Form 10-K and is incorporated herein by reference.

 Item 9. Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure.

 None.

 Item 9A. Controls and Procedures

 Evaluation of Disclosure Controls and Procedures

 Disclosure controls and procedures are controls
and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed
in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive
officer and principal financial and accounting officer, to allow timely decisions regarding required disclosure.

 As of December 31, 2024, as required by Rules 13a-15 and 15d-15 under
the Exchange Act, our principal executive officer and principal financial and accounting officer carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures. Based upon their evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act) were not effective. As a result, we performed additional analysis as deemed necessary to ensure that our consolidated
financial statements were prepared in accordance with U.S. GAAP. Accordingly, management believes that the consolidated financial statements
included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for
the periods presented.

 Management has identified a material
weakness in internal controls related to the calculation of deferred tax assets and disclosure of income taxes in accordance with
FASB ASC 740 and the preparation of the Company's consolidated financial statements and footnote disclosures.. While we have processes to identify and appropriately apply applicable accounting requirements, we intend to
take steps to remediate this material weakness, including plans to hire or engage a specialist to assist in the preparation of the
income tax provision and disclosures. The elements of our remediation plan can only be accomplished over time, and we can offer no
assurance that these initiatives will ultimately have the intended effects.

 Management's Report on Internal Controls
Over Financial Reporting

 This Annual Report does not include a report
of management's assessment regarding internal control over financial reporting or an attestation report of the company's
registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly
public companies.

 This Report does not include an attestation report
of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

 Changes in Internal Control over Financial
Reporting

 Management has implemented steps to remediate
the material weakness identified. Specifically, we expanded and improved our review process for income taxes calculation and disclosures,
and hired third-party professionals with whom to consult for such issues.

 There was no other change in our internal control
over financial reporting that occurred during the period covered by this Annual Report on Form 10-K that has materially affected, or
is reasonably likely to materially affect, our internal control over financial reporting.

 Item 9B. Other Information.

 None.

 Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections.

 Not applicable.

 PART
III

 Item 10. Directors,
Executive Officers and Corporate Governance.

 Directors and Executive
Officers

 The following sets
forth certain information, as of the date of this report, concerning the directors and officers of Rain Enhancement Technologies Holdco,
Inc. Ages are shown as of April 15, 2025.

 Name

 Age

 Position

 Randy Seidl

 Chief Executive Officer and Director

 Oanh Truong

 Interim Chief Financial Officer

 Christopher Riley

 Harry You

 Alexandra Steele

 Lyman Dickerson

 Marcus Peperzak

 Bob Reardon

 Executive Officers

 Randy Seidl has
served as Chief Executive Officer and as a director since January 2, 2025. In 2020, Mr. Seidl founded and continues to serve as Chairman
of Sales Community, a sales social network with a mission to add value to technology sales professionals. In 2016, he founded and continues
to serve as Chairman of Top Talent Recruiting, a boutique contingency-based recruiting business. In 2013, he founded and continues to
serve as Chairman of Revenue Acceleration to help tech companies accelerate revenue growth. From 2009 to 2013, Mr. Seidl served as Sr.
Vice President/General Manager of Hewlett Packard's Americas and U.S. Enterprise Group. From 2006 to 2009, he served as Sr. Vice
President/General Manager of Sun Microsystems' North America business and as Vice President/General Manager for Financial Services.
From 2004 to 2006, he served as Vice President/General Manager of East Region at StorageTek. From 2003 to 2004, he served as Chief Executive
Officer and director at Permabit, from 2000 to 2003 was co-founder and Executive Vice President of GiantLoop, and from 1996 to 1999 was
Chairman and Chief Executive Officer of Workgroup Solutions. He began his career at EMC Corporation, employee #33, holding various domestic
and international positions including Vice President of Open Systems Sales for North America, from 1985 to 1996. Mr. Seidl has served
on as a director of Ondas Holdings Inc. (Nasdaq: ONDS) since 2020. Since 2015, Mr. Seidl has served as director of Data Dynamics, a leader
in enterprise data management, and since 2016 a director of ISG, the leader in claim and litigation support services for insurance and
legal communities. He previously served as director of Datawatch Corporation (2015-2018, Nasdaq: DWCH, acquired by Altair). He continues
to serve on the advisory boards and consults with ZoomInfo, AuctusIQ, TitanX, Sandler, and others. Mr. Seidl is a graduate of Boston College's
Carroll School of Management. Mr. Seidl serves as a Trustee Associate on Boston College's Board of Trustees and on the Board of
Trustees of St. Sebastian's School. He is also a member of CEO (Chief Executives Organization) and YPO (Young Presidents'
Organization) and is active with other charities. We believe Mr. Seidl's experience in senior leadership positions at public
technology companies makes him well-qualified to serve as our Chief Executive Officer and as a director.

 Oanh Truong has
served as the interim Chief Financial Officer of Rain Enhancement Technologies Holdco, Inc. since the Company went public on December
31, 2024. Previously, Ms. Truong was the Chief Financial Officer of Coliseum Acquisition Corp. from July 2023 to December 2024 and the
interim Chief Executive Officer of Coliseum from November 2024 to December 2024. Ms. Truong is also the controller at Berto LLC, a position
she has held since June 2023, and has been the controller of dMY Squared Technology Group, Inc., a special purpose acquisition company,
since February 2022. Ms. Truong brings eight years of financial consulting and management experience to the Company. Prior to joining
Coliseum, from June 2014 to May 2023, Ms. Truong held roles of increasing seniority, and ultimately became a director at WilliamsMarston,
a boutique accounting advisory firm serving pre-IPO, public and private equity-backed growth companies on a variety of technical accounting,
SEC reporting and capital markets transactions. Ms. Truong holds an M.A. in Professional Accounting from University of Texas at Arlington
and a B.A. in Finance from California State University at Fullerton, where she graduated cum laude at both.

 Directors

 Harry L. You has
served as the Chairman of the Board of Rain Enhancement Technologies Holdco Inc. since the Company went public on December 31, 2024. Previously,
Mr. You was the Chairman of the Board of Coliseum Acquisition Corp. from June 2023 to December 2024, and interim Chief Executive Officer
and interim Chief Financial Officer of Coliseum from June 2023 to July 2023. Mr. You has also served as Chairman of the Board and a Director
of dMY Squared Technology Group, Inc., a special purpose acquisition company, since March 2022, as well as Chief Financial Officer since
February 2022. From March 2022 until his resignation in March 2023, Mr. You also served as Co-Chief Executive Officer of dMY Squared Technology
Group, Inc. He has also been a member of the Audit Committee of Broadcom Inc. since January 2019 as well as Chairman of the Compensation
Committee and a member of the Executive Committee of the board of directors of Broadcom. Previously, he was Chief Financial Officer from
September 2016 to August 2019 and President in May 2019 and from September 2016 to February 2019 of GTY, a software as a service company
that offers cloud-based solutions for the public sector. He was Executive Vice President in the Office of the Chairman of EMC Corporation
("EMC") from 2008 to 2016. When Mr. You joined EMC in 2008, he oversaw corporate strategy and new business development, including
mergers and acquisitions, joint ventures and venture capital activity. He was Chief Executive Officer from 2005 to 2007 and Interim Chief
Financial Officer from 2005 to 2006 of BearingPoint Inc. He was Executive Vice President and Chief Financial Officer of Oracle Corporation
from 2004 to 2005. Prior to joining Oracle, he held several key positions in finance, including as Chief Financial Officer of Accenture
Ltd. and managing director in the Investment Banking Division of Morgan Stanley. He also served as a trustee of the U.S. Olympic Committee
Foundation from 2016 to 2022. Mr. You also served as a director of IonQ, Inc. from October 2021 to February 2025. Mr. served as Vice Chairman
of the board of GTY from February 2019 to July 2022 and as director of Coupang, Inc. from January 2021 to June 2023, Genius Sports Limited
from April 2021 to December 2022, Rush Street Interactive, Inc. from September 2019 to June 2022, dMY Technology Group, Inc. II (a special
purpose acquisition company) from June 2020 to April 2021, dMY Technology Group, Inc. IV (a special purpose acquisition company) from
December 2020 to April 2023, and Korn/Ferry International from 2005 to 2016. Mr. You holds an M.A. in Economics from Yale University and
a B.A. in Economics from Harvard College. We believe Mr. You is well qualified to serve as a member of the Board due to his extensive
and varied deal experience throughout his career, including his experience structuring Dell Technologies Inc.'s $67 billion acquisition
of EMC as EMC's Executive Vice President, and his network of contacts in the technology sector.

 Alexandra Steele has
served on the Board as an independent director of Rain Enhancement Technologies Holdco Inc. since the Company went public on December
31, 2024. Ms. Steele is an Emmy-nominated broadcast meteorologist with over 20 years of experience. She has her Graduate Certificate in
Climate Adaptation and is currently finishing her Masters degree in Climatology. She recently concluded an engagement as a host at Yale
Climate Connections and since 2015 has served as an on-air freelance meteorologist. From 2015 to 2024, she served as an on-air meteorologist
for CBS 46 WGCL-TV. From 2011 to 2014, she was an on-air meteorologist for CNN, from 2003 to 2010, she was the weekday prime time on-air
anchor for The Weather Channel, and from 1999 to 2003, she was the weekday morning on-air meteorologist at WJLA. As a broadcast meteorologist,
she has extensive breadth and depth of experience in live network coverage from hurricanes, tornadoes, and blizzards, as well as live
weather coverage of major sporting events. In addition, she has traveled and produced weather and climate stories around the world. Ms.
Steele has served as a member of The American Meteorological Society since 1998 and was issued The American Meteorological Society Seal
of Approval in 1999. She received her Bachelor degree in History of Art and Architecture from Brown University, her Masters degree in
Broadcast Journalism from the Medill School of Journalism at Northwestern University, and completed her Meteorology Studies at Fairfield
University and Western Connecticut State University. We believe Ms. Steele is qualified to serve as a member of the Board because of her
more than twenty years of experience and deep expertise in meteorology and climatology.

 Lyman Dickerson has
served on the Board as an independent director of Rain Enhancement Technologies Holdco Inc. since the Company went public on December
31, 2024. Mr. Dickerson serves on the board of Ecolutia Services AG, a Swiss privately held industrial water treatment company providing
services worldwide. Mr. Dickerson is a co-founder of Ecolochem, Inc., a provider of outsourced industrial water treatment services for
a wide range of industries including power, refining, chemical, pulp and paper, automotive, electronics, and pharmaceuticals, and served
as Ecolochem's President and Chief Executive Officer from 1973 to 2003. In November 2003, Ecolochem was sold to Ionics, Inc., and
Mr. Dickerson subsequently became a Vice President of Ionics, with responsibility for Ionics' Ecolochem and industrial water divisions.
In February 2005, Ionics was acquired by General Electric. Mr. Dickerson has previously served on the Board of Directors for Ionics (from
February 2004 to February 2005) and Ecolochem. He received a B.A. from East Carolina University and a Master in Business Administration
(MBA) from the University of Miami. We believe Mr. Dickerson is qualified to serve as a member of the Board because of his more than thirty
years of operating experience in the water industry, including as CEO of the largest outsourced water services provider to the U.S. power
industry.

 Christopher Riley has
served as a member of the board of directors of Rain Enhancement Technologies Holdco, Inc. since the Company went public on December 31,
2024. Previously, Mr. Riley served as interim Co-Chief Executive Officer of Holdco from December 31, 2024 until January 30, 2025, and
as Chief Executive Officer of RWT from June 21, 2024 until January 30, 2025 and a member of its board of directors from October 7, 2024
until December 31, 2024. Currently, Mr. Riley is the Chief Revenue Officer of Xerox IT Solutions, a position he has held since January
2025. Additionally, Mr. Riley's company, Winning Edge Advisors, has provided consulting services since November 2023, and has served
and will continue to serve as a strategic consultant to ITsavvy, a private equity firm backed by GenNx360 Capital Partners. Mr. Riley
served as the President, Worldwide Field Operations for DataRobot from July 2022 to November 2023. During his tenure, Mr. Riley restructured
the company and set it on a path to profitability, improving the GDR by over 50%, while also driving the largest and most strategic ARR
opportunities to closure in Asia, Europe, the Middle East and North America. He rebuilt the business development and global partner organizations
and signed strategic partnership agreements with AWS, MSFT and Google Cloud. Mr. Riley served as the chief revenue officer of Automation
Anywhere and strategic advisor to the CEO from June 2020 to August 2023. Mr. Riley restructured the GTM organization and worked to right-size
the company to drive towards profitability. Mr. Riley held several executive 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 from February
2014 to June 2020. During this period of time, Mr. Riley led the $20B+ Americas business through one of the largest and most successful
technology acquisitions of all time. During his time leading this organization the company grew faster than the market and took unprecedented
market share from competitors. Mr. Riley was personally engaged in driving some of the largest and most strategic deals in company history.
Mr. Riley served as the Americas Vice President and General Manager for HP (formerly NYSE:HP) from January 2008 to January 2014. Mr. Riley
served as the vice president and general manager for McData from 2003 to 2006 prior to its acquisition by Brocade. Mr. Riley served as
the Senior Vice President and Co-Founder of Centrepath from 2000 to 2003 and prior to that as the President of Network Service for Comdisco
from 1999 to 2000. Mr. Riley started his career at EMC in 1987 until 1999 serving in various senior sales leadership roles. Mr. Riley
holds a B.S. in Finance from the University of Connecticut. Mr. Riley spent twelve years serving on the University of Connecticut's
Foundation Board from 2001 to 2013. We believe Mr. Riley is well-qualified to serve as a member of the Board due to his more than three
decades of experience across various technology sectors (IT, Cloud, Security, Automation and AI), and his proven track record of driving
revenue growth, gross margin expansion, ecosystem partnerships and fostering lasting customer relationships.

 Marcus "Marc"
Peperzak has served on the Board as an independent director of Rain Enhancement Technologies Holdco Inc. since April 1, 2025.
Mr. Peperzak is currently the Executive Chairman & Founder of Aurora Organic Dairy, a position he has held since 2003. Aurora Organic
Dairy is the nation's leading organic private-label dairy supplier. Mr. Peperzak founded Aurora Dairy Corporation in 1976, which
became one of the leading and largest dairy operators in the United States. In 2003, Mr. Peperzak focused Aurora Dairy Corporation exclusively
on organic dairy production, ultimately resulting in the founding of Aurora Organic Dairy. Prior to establishing Aurora Organic Dairy,
Mr. Peperzak was a co-founder and active Chairman of Horizon Organic Dairy, the nation's leading branded organic dairy producer.
Mr. Peperzak has also served as an international dairy industry consultant in Oman, Pakistan, Iran, Mexico, Belize and Russia. Throughout
his career, Mr. Peperzak has served on numerous non-profit and corporate boards, and has assisted in the creation of several businesses.
Mr. Peperzak was the founding director of First Bank of Idaho, GF&C and Headwaters MB. Mr. Peperzak received a dual Bachelor of Science
degree in Business and Engineering from the University of California at Berkeley. We believe that Mr. Peperzak's board experience
and expertise in business development qualifies him to effectively serve as a member of our Board.

 Robert "Bob"
Reardon has served on the Board as an independent director of Rain Enhancement Technologies Holdco Inc. since April 1, 2025. Mr.
Reardon is currently the Chief Executive Officer of ISG, a nationally recognized company providing comprehensive Investigation Management,
Medical Management / Clinical Services, and Record Management Solutions for the insurance industry, a position he has held since December 2007.
Mr. Reardon is also actively involved in a number of non-profit organizations and serves on several boards. He is a member of the Board
of Directors for Newton Country Day School of the Sacred Heart, where he serves as Development Chair, and he also serves on the Board
of Saint Sebastian's School. We believe that Mr. Reardon's leadership experience and strategic vision qualify him to serve
as a member of our Board.

 Number, Terms of Office
and Appointment of Directors and Officers

 The Board consists of
seven members, which are divided into three classes with only one class of directors being elected in each year and each class (except
for those directors appointed prior to Holdco's first and second annual meeting of shareholders) serving a 3-year term. The term
of office of the first class of directors will expire at Holdco's first annual meeting of shareholders. The term of office of the
second class of directors will expire at Holdco's second annual meeting of shareholders. The term of office of the third class of
directors will expire at Holdco's third annual meeting of shareholders.

 Holdco's officers
are appointed by the Board and will serve at the discretion of the Board, rather than for specific terms of office. The Board is authorized
to appoint persons to the offices set forth in the A&R Articles and/or A&R Bylaws as it deems appropriate.

 Role of the Board
in Risk Oversight

 The Board's role
in risk oversight at the Company is consistent with its leadership structure, with the Executive Chairperson, CEO, President and other
members of senior management having responsibility for assessing and managing Holdco's risk exposures, and the Board and its committees
providing oversight in connection with those efforts and attempts to mitigate identified risks. As part of the Board's meetings,
the Board will review and seek to assess on an ongoing basis the risks faced by Holdco in executing its business plans. These risks include
business, operational, technological, cybersecurity, financial and liquidity risks. The Board will periodically receive updates from management
on the primary risks facing Holdco and the measures that Holdco is taking to mitigate such risks.

 The Board also dedicates
time to review and consider the relevant risks that need to be addressed at the time of any Board meeting. In addition to the full Board,
the Audit Committee plays an important role in the oversight of Holdco's risk management processes, as well as assessing Holdco's
and RWT's major financial risk exposures. The Compensation Committee is charged with reviewing Holdco's and RWT's compensation
policies and practices and confirming that they do not encourage risk taking in a manner that would have a material adverse impact on
Holdco. The Nominating and Corporate Governance Committee is responsible for overseeing risks related to Holdco's and RWT's
governance processes. Each of the Board's committees reports its findings to the full Board for consideration.

 Director Independence

 Nasdaq listing rules
generally require that a majority of a listed company's board of directors be independent within one year of listing. An "independent
director" is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual
having a relationship which in the opinion of the company's board of directors, would interfere with the director's exercise
of independent judgment in carrying out the responsibilities of a director. The Board has determined that Alexandra Steele, Lyman
Dickerson, Marcus Peperzak and Bob Reardon are "independent directors" as defined in Nasdaq listing standards and applicable
SEC rules.

 Committees of the
Board of Directors

 The Board has three standing
committees — an audit committee, a compensation committee and a nominating and corporate governance committee, each
comprised of independent directors.

 Audit Committee

 The audit committee consists
of Lyman Dickerson, Marcus Peperzak and Bob Reardon. Each of the members of the audit committee must qualify as independent directors
under the Nasdaq corporate governance standards and the independence requirements of Rule 10A-3 under the Exchange Act,
be financially literate, and at least one member of the audit committee must qualify as an "audit committee financial expert"
as defined in applicable SEC rules and must have accounting or related financial management expertise. The Board has determined that each
member of the audit committee is independent under Nasdaq listing rules and Rule 10A-3 of the Exchange Act, is financially literate and
that Lyman Dickerson and Bob Reardon each qualifies as an "audit committee financial expert" as defined by applicable SEC
rules.

 The purpose of the audit
committee is to prepare the audit committee report required by the SEC to be included in Holdco's annual meeting proxy statement
and to assist the Board in overseeing and monitoring (1) the quality and integrity of the financial statements, (2) compliance with legal
and regulatory requirements, (3) Holdco's independent registered public accounting firm's qualifications and independence,
(4) the performance of Holdco's internal audit function and (5) the performance of Holdco's independent registered public
accounting firm.

 The Board has adopted
a written charter for the audit committee, which is available on Holdco's website.

 Compensation Committee

 Holdco has a compensation
committee, consisting of solely independent directors. The compensation committee consists of Alexandra Steele and Lyman Dickerson. The
Board has determined that each of the members of the compensation committee is a non-employee director, as defined in Rule 16b-3 promulgated
under the Exchange Act and satisfies the independence requirements of Nasdaq.

 The purpose of the compensation
committee is to assist the Board in discharging its responsibilities relating to (1) setting Holdco's compensation program and compensation
of its executive officers and directors, (2) monitoring Holdco's incentive and equity-based compensation plans, (3) approving and
modifying, as needed, clawback policies allowing Holdco to recoup improper compensation paid to employees, and (4) preparing the compensation
committee report required to be included in Holdco's proxy statement under the rules and regulations of the SEC.

 The Board has adopted
a written charter for the compensation committee which is available on Holdco's website.

 Nominating and Corporate
Governance Committee

 Holdco has a nominating
and corporate governance committee, consisting solely of independent directors. The nominating and corporate governance committee consists
of Alexandra Steele and Lyman Dickerson. The Board has determined that each of the members of the nominating and corporate governance
committee satisfies the independence requirements of Nasdaq.

 The purpose of the nominating
and corporate governance committee is to assist the Board in discharging its responsibilities relating to (1) identifying individuals
qualified to become Board members, consistent with criteria approved by the Board, (2) reviewing the qualifications of incumbent directors
to determine whether to recommend them for reelection and selecting, or recommending that the Board select, the director nominees for
the next annual meeting of stockholders, (3) identifying Board members qualified to fill vacancies on any Board committee and recommending
that the Board appoint the identified member or members to the applicable committee, (4) reviewing and recommending to the Board corporate
governance principles applicable to Holdco, (5) overseeing the evaluation of the Board and management and (6) handling such other matters
that are specifically delegated to the committee by the Board from time to time.

 The Board has adopted
a written charter for the nominating and corporate governance committee which is available on Holdco's website.

 Code of Ethics

 We maintain a Code of
Ethics that is applicable to all of our directors, officers and employees. The Code of Ethics sets forth standards of ethical business
conduct, including conflicts of interest, compliance with applicable laws, rules and regulations, timely and truthful disclosure, and
reporting mechanisms for illegal or unethical behavior. The Code of Ethics also satisfies the requirements for a code of ethics as defined
by Item 406 of Regulation S-K promulgated by the SEC. If the Company were to amend or waive any provision of the Code of Ethics that
applies to the Company's principal executive officer, principal financial officer, principal accounting officer or any person performing
similar functions, the Company intends to satisfy its disclosure obligations, if any, with respect to any such waiver or amendment by
posting such information on its website set forth above, rather than by filing a Current Report on Form 8-K. Amendments and waivers to
the Code of Ethics must be approved by our Board or a Board Committee and will be promptly disclosed (other than technical, administrative
or non-substantive changes) on our website. The Code of Ethics is available on the Investor Relations page of the Company's website,
 The contents of our website are not incorporated in or otherwise to be regarded as a part of this Annual
Report.

 Insider Trading Policy

 We have adopted insider trading policies and procedures governing the
purchase, sale, and other dispositions of the Company's securities by directors, officers and employees that are reasonably designed
to promote compliance with insider trading laws, rules and regulations (the "Insider Trading Policy"). It is also the policy
of the Company to comply with all applicable securities laws when transacting in its own securities. A copy of our Insider Trading Policy
is attached as an exhibit to this Annual Report.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Exchange Act requires
directors, certain officers, and ten percent (10%) stockholders to file reports of ownership and changes in ownership with the SEC.
Based upon a review of filings with the SEC and/or written representations that no other reports were required, we believe that all reports
for the Company's officers and directors that were required to be filed under Section 16 of the Exchange Act during the fiscal
year ended December 31, 2024 through the date of this Annual Report, except for the Form 3 reporting the initial securities ownership
of Robert Reardon upon his appointment to the Board in April 2025.

 Item 11. Executive Compensation.

 Director and Officer Compensation of RWT Prior to the
Business Combination

 This section discusses the
material components of the fiscal year 2024 executive compensation programs for the executive officers of RWT who were "named executive
officers" for 2024. For information regarding the compensation programs of Holdco following the completion of the Business Combination,
which may differ materially from the programs summarized or referred to in this discussion, see "- Director and Officer
Compensation of Holdco."

 Introduction

 The primary objective of
RWT's executive compensation program is to attract and retain talented executives to effectively manage and lead the company.

 RWT's named executive
officers for 2024 were:

 Paul T. Dacier, Executive Chairman

 Chris Riley, Chief Executive Officer

 Summary Compensation Table

 No named executive officer
received compensation for services rendered to RWT during 2024. RWT's non-employee directors did not receive any compensation from
RWT during 2024. On August 22, 2024, the RWT Board approved the adoption of an equity incentive plan (the "2024 Equity Incentive
Plan"). Prior to the Business Combination closing, the 2024 Equity Incentive Plan allowed up to 2,000 shares of RWT's Class
A common stock, with an exercise price of not less than 100% of the fair market value on the date the awards are granted.

 RWT Executive Employment Agreement

 On June 26, 2024, RWT entered
into an employment agreement (the "Employment Agreement") with Christopher Riley for the position of Chief Executive Officer.
The Employment Agreement was terminated effective as of January 30, 2025, as discussed in more detail below. While in effect, the Employment
Agreement provided for "at-will" employment and became effective on December 10, 2024 (the "Effective Date").
Prior to the Effective Date, Mr. Riley was to be compensated at an hourly rate for services performed relating to the Company's
commercial operation (the "Hourly Services"). After the Effective Date, Mr. Riley was to be paid an annual base salary of
$500,000, paid in accordance with RWT's customary payroll practices. Mr. Riley's base salary was subject to review after RWT
has generated at least $100 million in revenue in any fiscal year, and he was eligible for an annual cash bonus of up to 200% of his base
salary contingent on Company and personal performance goals established by the board of directors or the compensation committee of the
board of directors. In addition, the Employment Agreement provided that, within 90 days following the Effective Date, RWT would issue
to Mr. Riley a bonus retention note in the principal amount of $5,000,000, bearing interest at the applicable federal rate published by
the Internal Revenue Service for instruments having a term between 3 and 9 years. The outstanding principal balance of the note and accrued
unpaid interest would be due and payable on the four-year anniversary of the Effective Date, contingent on Mr. Riley's continued
employment. The payment of the note is subject to acceleration upon termination of Mr. Riley's employment without Cause (as defined
in the Employment Agreement) following the one year anniversary of the Business Combination Closing Date, or upon a change of control
of RWT. Following the Effective Date, and upon approval by the compensation committee of the board of directors, the Employment Agreement
provided that Mr. Riley would be granted an option to purchase a number of shares of RWT Class A Common Stock equal to 8% of RWT's
fully diluted outstanding shares at such time, at an exercise price equal to the greater of (i) the per share value of the RWT Class A
Common Stock at a $200,000,000 valuation and (ii) the fair market value of the RWT Class A Common Stock on the date of grant. Mr. Riley's
options will vest as follows: (x) 50% on the one-year anniversary of Mr. Riley beginning to provide the Hourly Services and (y) 50% on
the two-year anniversary of the Closing Date. Mr. Riley was not granted any Options pursuant to the Employment Agreement before his resignation.

 Upon termination of Mr. Riley's
employment, pursuant to the Employment Agreement, he would be entitled to be paid his unpaid base salary through the termination date,
unreimbursed business expenses, and any vested non-forfeitable amounts owing or accrued as of the termination date, in each case in accordance
with RWT's policies and practices. In addition, (i) in the event that Mr. Riley's employment is terminated by RWT without
Cause, then RWT will pay Mr. Riley an amount in cash equal to 12 months of his then-current base salary in equal installments over the
12-month period following his termination (the "Severance Payment"), and (ii) in the event Mr. Riley's employment is
terminated by RWT without Cause upon or within 12 months following a Change in Control (as defined in RWT's incentive plan), provided
such Change in Control constitutes a change in control under Section 409A of the Internal Revenue Code, then, in addition to the Severance
Payment, any unvested equity awards will immediately vest and become exercisable. Such Severance Payment and award vesting acceleration
are further conditioned upon Mr. Riley executing a general release of claims within 60 days following termination.

 Pursuant to the Employment
Agreement, Mr. Riley was also eligible to participate in the Company's benefit plans and programs, including vacation and health
insurance.

 On January 29, 2025, Mr. Riley,
Holdco and RWT entered into a letter agreement whereby Mr. Riley resigned as Co-Chief Executive Officer of Holdco and RWT effective as
of January 30, 2025 (the "Termination Letter"). Pursuant to the Termination Letter, in lieu of all other compensation and
payments of any kind due and payable under the Employment Agreement, Mr. Riley will be paid for consulting services rendered in an amount
of $124,500, payable in 18 monthly installments beginning in February 2025. Additionally, conditioned on approval by the Compensation
Committee of the Board, the Termination Letter provides that Mr. Riley will be granted 10,000 shares of Class A Common Stock of the Company
vesting one year from the date of grant.

 Director and Officer Compensation of Holdco

 Employment Agreements

 On December 31, 2024, the Closing Date of
the Business Combination, Holdco and Randy Seidl entered into the Offer Letter, pursuant to which Mr. Seidl was offered, and accepted,
the position of Chief Executive Officer of Holdco. Pursuant to the Offer Letter, Mr. Seidl's annual base salary is $500,000, paid
in accordance with Holdco's normal payroll practice. Further, the Offer Letter provides that Mr. Seidl will be eligible to earn
an annual bonus with a target of 200% of base salary, based upon mutually agreed performance objectives and the terms and conditions of
Holdco's annual bonus program in effect from time to time. The Offer Letter provides that within 30 days of the effective date of
the offer letter, Holdco shall issue to Mr. Seidl the Officer Note with a four-year term with a face value of $5,000,000, which shall
accrue interest at a rate equal to the applicable federal rate most recently published by the IRS as of the date of the Officer Note and
which shall become due and payable on the earlier to occur of (x) the four-year anniversary of the date of the Officer Note, subject to
Mr. Seidl's continued service with Holdco through such date, (y) if Holdco terminates Mr. Seidl's employment without cause
following the Business Combination, the date of such termination, and (z) the date on which a change in control is consummated.

 Mr. Seidl will be eligible to participate
in Holdco's comprehensive employee benefit offerings, including a 401(k) plan and various health and welfare benefits. The Offer
Letter also provides that Mr. Seidl will be eligible to participate in any additional executive-level plans that Holdco may adopt for
similarly situated employees.

 Mr. Seidl's employment with Holdco is
"at-will," meaning either Holdco or Mr. Seidl may terminate Mr. Seidl's employment at any time for any reason. Upon
termination, Mr. Seidl will be entitled to any earned but unpaid base salary and reimbursement of any expense properly incurred through
the date of termination, and, if Mr. Seidl is terminated by Holdco without cause, payment of the Officer Note.

 Holdco and Mr. Seidl agreed to replace the
Officer Note, which was not yet issued, with the Retention Bonus to better reflect the nature of the commitment. As of the date of this
filing, the Retention Bonus has not been issued.

 Overview of Anticipated Executive Compensation Program

 Decisions with respect to
the compensation of Holdco's executive officers, including our named executive officers, will be made by the compensation committee
of the Board. The following discussion is based on the present expectations as to the compensation of our named executive officers and
directors for 2025. The actual compensation of our named executive officers will depend on the judgment of the members of the compensation
committee and may differ from that set forth in the following discussion. Such compensation will also generally be governed by our executive
officers' employment agreements, as in effect from time to time, including as described above.

 We expect Holdco's
executive compensation program will be designed to:

 attract, retain and motivate senior management leaders who are capable
of advancing RWT's mission and strategy and, ultimately, creating and maintaining its long-term equity value. Such leaders must
engage in a collaborative approach and possess the ability to execute its business strategy in an industry characterized by competitiveness
and growth;

 reward senior management in a manner aligned with Holdco's financial performance; and

 align senior management's interests with Holdco's equity owners' long-term interests through equity participation and ownership.

 We anticipate that compensation
for our executive officers will have the following components: base salary, cash bonus opportunities, equity compensation, employee benefits,
and severance protections. Base salaries, employee benefits, and severance protections will be designed to attract and retain senior management
talent. We will also use annual cash bonuses and equity awards to promote performance-based pay that aligns the interests of our named
executive officers with the long-term interests of our stockholders and enhances executive retention.

 Other Compensation and Benefits

 Holdco expects to offer various employee benefit plans to employees,
including its named executive officers, including certain insurance benefits, as well as the 401(k) profit sharing plan. We may also provide
our named executive officers with perquisites and personal benefits that are not generally available to all employees.

 Director Compensation

 Effective as of April 4, 2025, the Board adopted
a form of Director Agreement to govern the terms of service and compensation of the Company's non-employee directors (the "Director
Agreement"). Under the Director Agreement, members of the Board will receive compensation for service on the Board and on committees
of the Board consisting of the following: (i) subject to approval by the Board and compensation committee of the Board, a cash payment
of $12,500 promptly following attendance at each quarterly Board meeting, for a total annual cash compensation of $50,000; and (ii) at
the beginning of each year of service, and subject to approval by the Board and the compensation committee of the Board, a grant of restricted
stock, with the number of shares determined by dividing $100,000 by the closing price of the Company's Class A Common Stock as reported
on the Nasdaq Stock Market LLC on the date of the grant. The restricted stock granted pursuant to the Director Agreement will vest in
full on the first anniversary of the grant date, subject to acceleration in accordance with the terms of the restricted stock award or
the Company's 2024 Incentive Award Plan.

 The Company has entered into Director Agreements
with each of Lyman Dickerson, Alexandra Steele, Christopher Riley, Marcus Peperzak, and Robert Reardon. The terms of the Director Agreements
are consistent with the Company's standard form of Director Agreement described above, except with respect to the grants of restricted
stock to Mr. Dickerson and Mr. Riley, which are as follows: (i) subject to approval by the Board and the Compensation Committee, in lieu
of an annual grant of restricted stock, Mr. Dickerson will receive an initial grant of restricted stock equal to the number of shares
determined by dividing $2,000,000 by the closing price of the Class A Common Stock on the date of grant, and such grant of restricted
stock will vest in full on the third anniversary of the grant date, subject to acceleration in accordance with the terms of the restricted
stock award or the Company's 2024 Incentive Award Plan, and (ii) subject to approval by the Board and the Compensation Committee,
Mr. Riley will receive an annual grant of restricted stock equal to the number of shares determined by dividing $50,000 by the closing
price of the Class A Common Stock on the date of grant.

 The grants of restricted stock to each of Mr. Dickerson, Ms. Steele,
Mr. Riley, Mr. Peperzak, and Mr. Reardon pursuant to the Director Agreements were deferred by the Board.

 Holdco Incentive Plan

 On December 19, 2024,
prior to the completion of the Business Combination, Holdco's sole director and sole shareholder approved the Rain Enhancement Technologies
Holdco, Inc. 2024 Equity Incentive (the "2024 Incentive Plan") under which Holdco may grant equity and equity-based incentive
awards to officers, employees, non-employee directors and consultants. Pursuant to its terms, the 2024 Incentive Plan became effective
on December 31, 2024, upon the Closing.

 Administration. The
Compensation Committee of the Board (the "Committee") will administer the 2024 Incentive Plan. The Committee will generally
have the authority to designate participants, determine the type or types of awards to be granted to a participant, determine the terms
and conditions of any agreements evidencing any awards granted under the 2024 Incentive Plan, accelerate the vesting or exercisability
of, payment for or lapse of restrictions on, awards and to adopt, alter and repeal rules, guidelines and practices relating to the 2024
Incentive Plan. The Committee will have full discretion to administer and interpret the 2024 Incentive Plan and to make any other determinations
and/or take any other action that it deems necessary or desirable for the administration of the 2024 Incentive Plan, and any such determinations
or actions taken by the Committee shall be final, conclusive and binding upon all persons and entities. The Committee may delegate to
one or more officers of Holdco or any affiliate the authority to act on behalf of the Committee with respect to any matter, right, obligation
or election that is the responsibility of or that is allocated to the Committee in the 2024 Incentive Plan and that may be so delegated
as a matter of law, except for grants of awards to persons subject to Section 16 of the Exchange Act.

 Eligibility. Certain
employees, directors, officers, advisors or consultants of Holdco or its affiliates are eligible to participate in the 2024 Incentive
Plan.

 Number of Shares Authorized. Holdco
has initially reserved 747,168 shares of Class A Common Stock for the issuance of awards under the 2024 Incentive Plan. The number of
shares reserved for issuance under the 2024 Incentive Plan will increase automatically on January 1 of each of 2025 through 2034 by the
number of shares equal to 5.0% of the total number of outstanding shares (rounded down to the nearest whole share) of Class A Common Stock
as of December 31 of the immediately preceding year. Notwithstanding anything to the contrary in the 2024 Incentive Plan, no more than
the number of shares of Class A Common Stock initially reserved under the 2024 Incentive Plan may be issued pursuant to the exercise of
incentive stock options ("ISOs") under the 2024 Incentive Plan.

 Shares of Class A Common
Stock underlying awards under the 2024 Incentive Plan that are forfeited, canceled, expire unexercised or are settled in cash will be
available again for new awards under the 2024 Incentive Plan. If there is any change in Holdco's corporate capitalization, the Committee
in its sole discretion may make substitutions or adjustments to the number of shares of Class A Common Stock reserved for issuance under
the 2024 Incentive Plan, the number of shares of Class A Common Stock covered by awards then outstanding under the 2024 Incentive Plan,
the limitations on awards under the 2024 Incentive Plan, the exercise price of outstanding options and such other equitable substitutions
or adjustments as it may determine appropriate.

 The 2024 Incentive Plan has
a term of 10 years from the Closing, and no further awards may be granted under the 2024 Incentive Plan after that date.

 Awards Available
for Grant. The Committee may grant awards of nonqualified stock options, incentive stock options ("ISOs"), stock
appreciation rights ("SARs"), restricted stock awards ("RSAs"), restricted stock units ("RSUs"),
other stock-based awards, other cash-based awards, dividend equivalents, and/or performance compensation awards or any combination of
the foregoing.

 Stock Options and Stock
Appreciation Rights. Stock options provide for the purchase of shares of Class A Common Stock in the future at an exercise price
set on the grant date. ISOs, in contrast to nonqualified stock options, may provide tax deferral beyond exercise and favorable capital
gains tax treatment to their holders if certain holding period and other requirements of the Internal Revenue Code of 1986, as amended,
are satisfied. SARs entitle their holder, upon exercise, to receive from us an amount in cash or shares equal to the appreciation of the
shares subject to the award between the grant date and the exercise date. The exercise price of a stock option or SAR may not be less
than 100% of the fair market value of the underlying share on the grant date (or 110% in the case of ISOs granted to certain significant
stockholders), except with respect to certain substitute awards granted in connection with a corporate transaction. The term of a stock
option or SAR may not be longer than 10 years from grant (or five years in the case of ISOs granted to certain significant stockholders).

 RSAs. RSAs
are an award of nontransferable shares of Class A Common Stock that are subject to certain vesting conditions and other restrictions.

 RSUs. RSUs are
contractual promises to deliver shares of Class A Common Stock in the future, which may also remain forfeitable unless and until specified
conditions are met and may be accompanied by the right to receive the equivalent value of dividends paid on shares of common stock prior
to the delivery of the underlying shares (i.e., dividend equivalent rights). The Committee may provide that the delivery of the shares
underlying RSUs will be deferred if such delivery would result in a violation of applicable law. The terms and conditions applicable to
RSUs will be determined by the Committee, subject to the conditions and limitations contained in the 2024 Incentive Plan.

 Other Stock or Cash-Based
Awards. Other stock or cash based awards are awards of cash, fully vested shares of Class A Common Stock and other awards valued
wholly or partially by referring to, or otherwise based on, shares of Class A Common Stock. Other stock or cash based awards may be granted
to participants and may also be available as a payment form in the settlement of other awards or as standalone payments.

 Dividend Equivalents. Dividend
equivalents represent the right to receive the equivalent value of dividends paid on shares of Class A Common Stock and may be granted
alone or in tandem with awards other than stock options or SARs. Dividend equivalents are credited as of the dividend record dates during
the period between the date an award is granted and the date such award vests, is exercised, is distributed or expires, as determined
by the Committee; however, dividend equivalents will not be payable unless and until the underlying award becomes payable and will be
subject to forfeiture to the same extent as the underlying award.

 Performance Awards. Performance
awards granted pursuant to the 2024 Incentive Plan may be in the form of a cash bonus, or an award of performance shares or performance
units denominated in shares of Class A Common Stock, that may be settled in cash, property or by issuance of those shares subject to the
satisfaction or achievement of specified performance conditions.

 Transferability. Each
award may be exercised during the participant's lifetime only by the participant or, if permissible under applicable law, by the
participant's guardian or legal representative and may not be otherwise assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by a participant other than by will or by the laws of descent and distribution and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance will be void and unenforceable against Holdco or its affiliates. The Committee,
however, may permit awards (other than ISOs) to be transferred to family members, a trust for the benefit of such family members, a partnership
or limited liability company whose partners or stockholders are the participant and his or her family members or anyone else approved
by it.

 Amendment and Termination;
Repricing. In general, the Board may amend, alter, suspend, discontinue or terminate the 2024 Incentive Plan at any time. However,
stockholder approval to amend the 2024 Incentive Plan may be necessary if applicable law or the 2024 Incentive Plan so requires. No amendment,
alteration, suspension, discontinuance or termination will materially and adversely impair the rights of any participant or recipient
of any award without the consent of the participant or recipient. Stockholder approval will not be required for any amendment that reduces
the exercise price of any stock option or SAR, or cancels any stock option or SAR that has an exercise price that is greater than the
then-current fair market value of Class A Common Stock in exchange for cash, other awards or stock options or SARs with an exercise price
per share that is less than the exercise price per share of the original stock options or SARs.

 Adjustments; Corporate
Transactions. In the event of certain capitalization events or corporate transactions (as set forth in the 2024 Incentive Plan),
including the consummation of a merger or consolidation of Holdco with another corporation, the Committee may adjust the number of shares
of Class A Common Stock or other securities of Holdco (or number and kind of other securities or other property) subject to an award,
the exercise or strike price of an award, or any applicable performance measure, and may provide for the substitution or assumption of
outstanding awards in a manner that substantially preserves the terms of such awards, the acceleration of the exercisability or lapse
of restrictions applicable to outstanding awards and the cancellation of outstanding awards in exchange for the consideration received
by stockholders of Holdco in connection with such transaction.

 Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters.

 The following table sets forth beneficial
ownership of Class A Common Stock and Class B Common Stock by:

 each person who is known to be the beneficial owner of more than 5% of the outstanding shares of Class A Common Stock or Class B Common Stock;

 Each of Holdco's current named executive officers and directors; and

 All executive officers and directors of Holdco, as a group.

 The information below
is based on an aggregate of 7,528,761 shares of Class A Common Stock and 57,752 shares of Class B Common Stock issued and outstanding
as of April 15, 2025. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial
ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security, including options, warrants,
and other derivative securities that are currently exercisable or exercisable within 60 days. In the table below, shares issuable upon
the exercise of Options that are currently exercisable or exercisable within 60 days are considered outstanding and beneficially owned
by the person holding such Options for the purpose of computing the percentage ownership of that person but are not treated as outstanding
for the purpose of computing the percentage ownership of any other person. Accordingly, percentages presented in the table may not sum
to 100%.

 Voting power represents the combined voting
power of shares of Class A Common Stock and Class B Common Stock owned beneficially by such person. On all matters to be voted upon, holders
of Class A Common Stock will be entitled to cast one vote per share and holders of Class B Common Stock will be entitled to cast 15 votes
per share. Generally, holders of all classes of common stock vote together as a single class.

 Unless otherwise indicated, Holdco believes
that all persons named in the table below have sole voting and investment power with respect to all shares of voting shares beneficially
owned by them.

 Name and Address of Beneficial Owner (1)

 Number of

 Shares of

 Class A

 Common Stock

 % of

Class

 Number of

 Shares of

 Class B

 Common Stock

 % of

 Class

 % Total

 Voting

 Power

 5% Holders

 Harry L. You (2)

 2,886,343

 32.20
 %

 23,101

 40.00
 %

 32.89
 %

 Paul T. Dacier (3)

 1,861,277

 24.72
 %

 18,481

 32.00
 %

 25.47
 %

 Coliseum Acquisition Sponsor LLC (4)

 1,017,155

 13.15
 %

 —

 —

 12.12
 %

 Stevenson School (5)

 500,000

 6.64
 %

 —

 —

 5.96
 %

 ColoredRings LLC (6)

 450,000

 5.98
 %

 —

 —

 5.36
 %

 Niccolo de Masi (7)

 809,118

 9.81
 %

 16,170

 28.00
 %

 11.54
 %

 Meteora Capital, LLC (8)

 755,330

 10.03
 %

 —

 —

 9.00
 %

 Holdco Directors and Executive Officers

 Christopher Riley

 —

 —

 —

 —

 —

 Randy Seidl

 —

 —

 —

 —

 —

 Oanh Truong

 —

 —

 —

 —

 —

 Harry L. You (2)

 2,886,343

 32.20
 %

 23,101

 40.00
 %

 32.89
 %

 Alexandra Steele

 —

 —

 —

 —

 —

 Lyman Dickerson

 17,564

 *

 —

 —

 *

 Marcus Peperzak

 —

 —

 —

 —

 —

 Bob Reardon

 —

 —

 —

 —

 —

 All Holdco directors and executive officers as a group (eight individuals)

 2,903,907

 32.40
 %

 23,101

 40.00
 %

 33.07
 %

 *

 Less than 1%.

 (1)

 Unless otherwise noted, the business address of each of the directors and executive officers of Holdco is c/o Rain Enhancement Technologies Holdco, Inc., 4851 Tamiami Trail N, Suite 200, Naples, FL 34103.

 (2)

 Includes (i) 650,120 shares of Class A Common Stock held directly by Mr. You, (ii) 237,956 shares of Class A Common Stock held by RHY Irrevocable Trust (the "Trust"), (iii) 564,375 shares of Class A Common Stock held by Berto, LLC ("Berto"), a limited liability company of which Mr. You is the sole member, (iv) 23,101 shares of Class B Common Stock held by the Trust, and (v) 1,433,892 shares of Class A Common Stock issuable upon the cash exercise of vested Options held by Mr. You. Mr. You is the settlor and investment officer of the Trust, and his son is the beneficiary of the Trust. Accordingly, Mr. You may be deemed to have a pecuniary interest in the securities held by the Trust. Mr. You disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The business address of Mr. You is 1180 North Town Center Drive, Suite 100, Las Vegas, NV 89144.

 (3)

 Includes (i) 1,848,104 shares of Class A Common Stock held by Rainwater LLC, (ii) 18,481 shares of Class B Common Stock and (iii) 13,173 shares of Class A Common Stock held by Paul T. Dacier. Rainwater LLC is a limited liability company of which Mr. Dacier is the sole member.

 (4)

 The business address of Coliseum Acquisition Sponsor LLC is 80 Pine Street, Suite 3202, New York, NY 10005.

 (5)

 The business address of Stevenson School is 3152 Forest Lake Road, Pebble Beach, CA. 93953.

 (6)

 The business address of ColoredRings LLC is 66 Fernwood Road Chestnut Hill, MA 02467.

 (7)

 Includes 92,172 shares of Class A Common Stock and 16,170 shares of Class B Common Stock held by Isalea Investments LP, a limited partnership of which Mr. de Masi is the General Partner, and 716,946 shares of Class A Common Stock issuable upon the cash exercise of vested Options held by Mr. de Masi. The business address of Mr. de Masi is 2809 Carlton Rd., Austin TX 78703.

 (8)

 Interests shown are held by certain funds and managed accounts to which Meteora Capital, LLC serves as investment manager (the "Meteora Funds"). Vikas Mittal serves as the managing member of Meteora Capital, LLC with respect to the ordinary shares held by the Meteora Funds. Mr. Mittal expressly declares that he is not the beneficial owner for the purposes of sections 13(d) or 13(g) of the Securities Act. The principal business office address of each of Meteora Capital, LLC and Mr. Mittal is 1200 N Federal Hwy, #200, Boca Raton, FL 33432.

 Securities Authorized for Issuance under Equity Compensation Plans

 The following table sets forth certain information at December 31,
2024 with respect to our equity compensation plans that provide for the issuance of options, warrants or rights to purchase our securities:

 Plan Category

 Number of

 Securities to
 be Issued upon

 Exercise of
 Outstanding

 Options,
 Warrants and

 Rights

 Weighted-Average
 Exercise Price of
 Outstanding

 Options,
 Warrants and

 Rights

 Number of

 Securities
 Remaining

 Available for
 Future Issuance under
 Equity

 Compensation
 Plans (excluding
 securities reflected

 in the
 first column)

 Equity Compensation Plans Approved by
 Security Holders

 $

 747,168

 Equity Compensation Plans Not Approved by
 Security Holders

 2,150,838

 $
 2.06

 —

 Total

 2,150,838

 $
 2.06

 747,168

 As of December 31, 2024, Holdco has 2,150,838 shares of Class A Common
Stock issuable upon the exercise of vested options ("Options") at an exercise price of $2.06 per share, which were issued
upon the conversion of RWT's outstanding options pursuant to the Business Combination Agreement.

 On December 19, 2024, prior to the consummation of the Business Combination,
Holdco's sole director and sole shareholder approved the Rain Enhancement Technologies Holdco, Inc. 2024 Equity Incentive Plan,
which authorizes the grant of 747,168 shares of Class A Common Stock for the issuance of awards pursuant to such plan. Awards may be granted
in the form of stock options, stock appreciation rights, restricted stock, deferred stock, and other stock-based awards, to employees,
officers, directors, and consultants of Holdco or its subsidiaries. As of December 31, 2024, we have granted 0 shares under this plan.

 Item 13. Certain Relationships and Related
Transactions, and Director Independence.

 Due to Related
Parties

 On February 2, 2023, RWT issued the Note to its
former CEO and Harry You and Niccolo de Masi for an aggregate amount of $600,000. The Note has an annual interest rate of 5% and is currently
due on demand. In connection with the Business Combination Closing, Mr. You's portion of the outstanding principal and interest
under the Note ($200,000 of principal and approximately $16,000 of accrued interest) was rolled over into the Loan Agreement, as discussed
below.

 Prior to the Business Combination Closing, the
outstanding amount that Coliseum and RWT owed to Mr. You and his affiliates were: (i) approximately $1.7 million and approximately $333,000
of advances to Coliseum and RWT, respectively, (ii) convertible note balance of $667,500 to Coliseum, and a portion under the Note discussed
above of approximately $216,000 to RWT, and (iii) an outstanding balance of $180,000 in accrued administrative fees to Coliseum, for a
total of approximately $3.1 million. The Rollover amounts were assigned to and assumed by Holdco and are treated for all purposes as loans
outstanding under the Loan Agreement. The loan has an interest rate of 5%, and interest will be due and payable in arrears quarterly.
The Rollover amount does not reduce the $7 million funding available to the Company under the LOC. As of December 31, 2024, the Company
had not borrowed any of the $7 million available funding under the LOC. Subsequent to December 31, 2024, the Company borrowed approximately
$839,000 under the LOC for working capital needs.

 Subscription Agreements

 RWT entered into subscription agreements on June 20, 2024, which were
later rescinded. On August 23, 2024, RWT entered into new subscription agreements with Rainwater LLC and affiliates of Harry You and Niccolo
de Masi, to sell an aggregate of 250 shares of RWT Class A Common Stock at a purchase price of approximately $2,955.78 per share, which
the Company determined to be the then-current fair market value based in part on a valuation from an independent third party valuation
firm, and 40 shares of RWT Class B Common Stock at a purchase price of approximately $3,103.57 per share, which the Company determined
to be the then-current fair market value based in part on a valuation from an independent third party valuation firm, for an aggregate
subscription amount of $865,000.

 Issuance of Options

 On August 23, 2024, RWT granted options to purchase up to 1,000 shares
of RWT Class A Common Stock to Harry You and options to purchase up to 500 shares of RWT Class A Common Stock to Niccolo de Masi, in consideration
for services provided to RWT. Each option has an exercise price of $2,955.78 per share, which the Company determined to be the then-current
fair market value, based in part on a valuation from an independent third party valuation firm.

 Upon the Closing, such options became Options
of Holdco exercisable for shares of Class A Common Stock at an exercise price of $2.06 per share. The Options are fully vested and are
exercisable at any time for cash or on a cashless basis and expire 10 years after grant. The terms of the options are governed by the
terms of the 2024 Incentive Plan.

 PIPE Subscription Agreements

 In connection with the Business Combination, on December 20, 2024 and
December 23, 2024, Holdco entered into the PIPE Subscription Agreements with certain investors, including existing shareholders of RWT
and Coliseum and members of the Board, or the PIPE Investors pursuant to which, among other things, Holdco agreed to issue and sell to
the PIPE investors, and the PIPE Investors agreed to subscribe for and purchase in a private placement, an aggregate of 83,429 shares
of Class A Common Stock, at a purchase price of approximately $11.39 per share, which was the then-approximate per share redemption price
of Coliseum's public shares in the Business Combination, for an aggregate of $950,000.

 On December 31, 2024, Holdco entered into PIPE Subscription Agreements
with additional PIPE Investors pursuant to which, among other things, Holdco agreed to issue and sell to the PIPE investors, and the PIPE
Investors agreed to subscribe for and purchase in a private placement, an aggregate of 35,128 shares of Class A Common Stock at a purchase
price of approximately $11.39 per share, for an aggregate additional subscription amount of $400,000. Together with the previous PIPE
Subscription Agreements, the aggregate amount sold pursuant to the PIPE Subscription Agreements was approximately 118,557 shares of Class
A Common Stock for an aggregate investment amount of approximately $1,350,000.

 On the Closing Date, the Company closed on $700,000 of investment pursuant
to the PIPE Subscription Agreements and issued an aggregate of 61,474 shares of Class A Common Stock to the PIPE Investors and recorded
a subscription receivable of $650,000 from two PIPE Investors for the purchase of 57,083 shares of Class A Common Stock. On January 29,
2025, the Company closed $500,000 of such subscription receivable pursuant to the PIPE Subscription Agreements and issued an aggregate
of 43,910 shares of Class A Common Stock to the PIPE Investors. On February 6, 2025, the Company closed on the remaining $150,000 of subscription
receivable pursuant to the PIPE Subscription Agreements and issued an aggregate of 13,173 shares of Class A Common Stock to the PIPE Investors.

 The PIPE Investors include an affiliate of Harry You, who was Coliseum's
chairman of the board and sponsor and a shareholder and lender to RWT prior to Closing, and is Holdco's chairman of the Board and
a shareholder and lender to Holdco after the Closing, an affiliate of Paul Dacier, who was the President and sole director of Holdco and
the President, director, and shareholder of RWT prior to Closing, and Lyman Dickerson, who is a member of Holdco's Board after the
Closing.

 The PIPE Subscription Agreements contain customary representations
and warranties of each of Holdco and the PIPE Investors, and customary conditions to closing, including the consummation of the Business
Combination between Holdco, Coliseum and RWT. The PIPE Investors are parties to, or signed joinders to, the Registration Rights Agreement,
described in more detail below, and accordingly, Holdco is obligated to use its commercially reasonable efforts to file a registration
statement to register for resale the shares of Class A Common Stock issued in the PIPE Investment within 30 days of the Closing and to
cause such registration statement to be declared effective by the SEC as soon as practicable after the filing thereof. The PIPE Investors
also have demand and piggyback rights pursuant to the Registration Rights Agreement.

 Warrant Exchange Agreement

 On the Closing Date, pursuant to the Warrant Exchange Agreement, the
Coliseum Private Placement Warrants were exchanged for Class A Common Stock, at the Warrant Exchange. Accordingly, as a result of the
Warrant Exchange, on the Closing Date, the Company issued an aggregate of 806,250 shares of Class A Common Stock to the former holders
of Coliseum Private Placement Warrants at the Closing and such Coliseum Private Placement Warrants were cancelled and no longer outstanding.

 Line of Credit

 On December 30, 2024, in connection with the consummation of the Business
Combination, Holdco entered into the Loan Agreement with RHY, an affiliate of Harry You, pursuant to which RHY committed to provide Holdco
with up to $7 million of new loans. Prior to each drawdown of the Commitment, pursuant to the Loan Agreement, Holdco must certify to RHY,
among other things, that it has used its best efforts to raise equity, equity-linked, or debt financing on terms available in the market
to a similarly-situated company in similar circumstances, and is unable to obtain alternate financing in the amount of such drawdown.
Once amounts are borrowed, they may not be re-borrowed. Additionally, Mr. You agreed to roll over an aggregate of approximately $3.1 million
of loans and advances owed to him or to his affiliates by Coliseum and RWT into the Loan Agreement and such amounts will be treated for
all purposes as loans outstanding pursuant to the Loan Agreement (which, for the avoidance of doubt, does not decrease the Commitment).
Accordingly, the maximum amount which may be borrowed under the Loan Agreement is approximately $10.1 million, inclusive of the Commitment
and rollover amounts.

 The Loan Agreement has a two-year period, matures two years from the
date of the Loan Agreement, and outstanding amounts pursuant to the Loan Agreement will accrue interest at an interest rate of 5%, payable
quarterly. Harry You was Coliseum's chairman of the board and sponsor and a shareholder and lender to RWT prior to Closing, and
is Holdco's chairman of the Board and a shareholder and lender to Holdco after the Closing.

 As of the date of this Annual Report, Holdco has borrowed $839,000
under the Loan Agreement.

 Policies and Procedures for Related Persons Transactions

 The Board has adopted a written related person transaction policy that
sets forth the following policies and procedures for the review and approval or ratification of related person transactions. A "related
person transaction" is a transaction, arrangement or relationship in which Holdco or any of its subsidiaries was, is or will be
a participant, the amount of which involved exceeds $120,000 (or, for so long as Holdco remains a "smaller reporting company"
the lesser of (i) $120,000 and (ii) 1% of Holdco's average total assets of the two completed fiscal years), and in which any related
person had, has or will have a direct or indirect material interest. A "related person" means:

 any person who is, or at any time during the applicable period was, one of Holdco's executive officers or directors;

 any person who is known by Holdco to be the beneficial owner of more than 5% of Holdco voting stock;

 any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of Holdco's voting stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of Holdco's voting stock; and

 any firm, corporation or other entity in which any of the foregoing persons is a partner or principal, or in a similar position, or in which such person has a 10% or greater beneficial ownership interest in Common Stock.

 Holdco has policies and procedures designed to minimize potential conflicts
of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any
real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to its audit committee charter, the audit
committee will have the responsibility to review related party transactions.

 Item 14. Principal Accountant Fees and
Services.

 The following is a summary
of fees paid to WithumSmith+Brown, PC for services rendered.

 Audit Fees. Audit
fees consist of fees billed for professional services rendered for the audit of our year-end consolidated financial statements, reviews
of our quarterly consolidated financial statements and services that are normally provided by our independent registered public accounting
firm in connection with statutory and regulatory filings. The aggregate fees billed by WithumSmith+Brown, PC for audit fees, inclusive
of required filings with the SEC for the year ended December 31, 2024 and for such filings in addition to services rendered in connection
with the Business Combination for the period from May 21, 2024 (inception) to December 31, 2024, totaled approximately $241,000.

 Audit-Related Fees.
Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit
or review of our year-end consolidated financial statements and are not reported under "Audit Fees." These services include
attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.
We did not pay WithumSmith+Brown, PC any audit-related fees during the period from May 21, 2024 (inception) to December 31, 2024.

 Tax Fees. Tax
fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay WithumSmith+Brown,
PC any tax fees during the period from May 21, 2024 (inception) to December 31, 2024.

 All Other Fees.
All other fees consist of fees billed for all other services. We did not pay WithumSmith+Brown, PC any other fees during the period from
May 21, 2024 (inception) to December 31, 2024.

 Pre-Approval Policies
and Procedures

 In accordance with the
Sarbanes-Oxley Act of 2002, our audit committee charter requires the audit committee to pre-approve all audit and permitted non-audit
services provided by our independent registered public accounting firm, including the review and approval in advance of our independent
registered public accounting firm's annual engagement letter and the proposed fees contained therein. The audit committee has the
ability to delegate the authority to pre-approve non-audit services to one or more designated members of the audit committee. If such
authority is delegated, such delegated members of the audit committee must report to the full audit committee at the next audit committee
meeting all items pre-approved by such delegated members. Since becoming a publicly listed company all of the services performed by our
independent registered public accounting firm were pre-approved by the audit committee.

 Item 15. Exhibits and Financial Statement Schedules.

 (a)

 Financial Statements and Schedules

 (1)

 The following financial statements of Rain Enhancement
 Technologies Holdco, Inc., supplemental information, and report of independent registered public accounting firm are included in
 this Annual Report:

 Consolidated Financial Statements of Rain Enhancement
Technologies Holdco, Inc.

 Page

 Report of Independent Registered Public Accounting
 Firm (PCAOB ID Number 100)

 Consolidated Financial Statements

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Stockholders'
 Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 (2)

 List of financial statement schedules:

 All schedules have been
omitted because they are not required, not applicable, or the information is otherwise included.

 (b)

 Exhibits:

 The following exhibits are filed or furnished as an exhibit to this
Annual Report.

 Exhibit

Number

 Description

 2.1

 Business Combination Agreement, dated June 25, 2024, by and among Coliseum Acquisition Corp., Rain Enhancement Technologies, Inc., Rain Enhancement Technologies Holdco, Inc., Rainwater Merger Sub 1, Inc., and Rainwater Merger Sub 2, Inc. (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4 (File No. 333-283425)).

 2.2

 Assignment of Business Combination Agreement, dated August 22, 2024, by and among Rainwater Merger Sub 2, Inc. and Rainwater Merger Sub 2A, Inc. (incorporated by reference to Exhibit 2.2 to the Registration Statement on Form S-4 (File No. 333-283425)).

 2.3

 Amendment to Business Combination Agreement, dated August 22, 2024, by and among Coliseum Acquisition Corp., Rain Enhancement Technologies, Inc., Rain Enhancement Technologies Holdco, Inc., Rainwater Merger Sub 1, Inc., and Rainwater Merger Sub 2A, Inc. (incorporated by reference to Exhibit 2.3 to the Registration Statement on Form S-4 (File No. 333-283425)).

 3.1

 Amended and Restated Articles of Organization of Rain Enhancement Technologies Holdco, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on January 7, 2025).

 3.2

 Amended and Restated Bylaws of Rain Enhancement Technologies Holdco, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on January 7, 2025).

 4.1

 Specimen Class A Common Stock Certificate of Rain Enhancement Technologies Holdco, Inc. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 (File No. 333-283425)).

 4.2

 Specimen Warrant Certificate of Rain Enhancement Technologies Holdco, Inc. (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-4 (File No. 333-283425)).

 4.3

 Warrant Agreement, dated June 22, 2021, by and between Coliseum Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-4 (File No. 333-283425)).

 4.4

 Warrant Assignment, Assumption and Amendment Agreement, dated December 31, 2024, by and among Rain Enhancement Technologies Holdco, Inc., Coliseum Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed on January 7, 2025).

 4.5*

 Description of Securities.

 10.1+

 Form of Indemnification Agreement between Rain Enhancement Technologies Holdco, Inc. and each of its officers and directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 7, 2025).

 10.2

 Lock-Up Agreement, dated December 31, 2024, by and among Holdco and certain shareholders of Holdco (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 7, 2025).

 10.3

 Letter Agreement, dated June 22, 2021, by and among Coliseum Acquisition Corp., its officers and directors and the Previous Sponsor (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-4 (File No. 333-283425)).

 10.4

 Joinder, dated November 22, 2023, between Coliseum Acquisition Corp. and Harry L. You (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-4 (File No. 333-283425)).

 10.5

 Form of Joinder by and among the Extension Non-Redeeming Shareholders and Coliseum Acquisition Corp. (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on January 7, 2025).

 10.6

 Registration Rights Agreement, dated December 31, 2024, by and among Rain Enhancement Technologies Holdco, Inc. and each of the stockholders of Rain Enhancement Technologies Holdco, Inc. identified on the signature pages thereto (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on January 7, 2025).

 10.7+

 Rain Enhancement Technologies Holdco, Inc. 2024 Incentive Plan (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on January 7, 2025).

 10.7.1+

 Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.7.1 to the Current Report on Form 8-K filed on January 7, 2025).

 10.7.2+

 Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.7.2 to the Current Report on Form 8-K filed on January 7, 2025).

 10.8

 Warrant Exchange Agreement, dated December 17, 2024, by and among Coliseum Acquisition Sponsor, LLC, Berto, LLC, Coliseum Acquisition Corp. and Rain Enhancement Technologies Holdco, Inc. (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on January 7, 2025).

 10.9

 Form of Subscription Agreement by and among Rain Enhancement Technologies Holdco, Inc. and the PIPE Investors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 30, 2024).

 10.10

 Form of Non-Redemption Agreement between the Extension Non-Redeeming Shareholders and Coliseum Acquisition Corp. (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-4 (File No. 333-283425)).

 10.11

 Loan Agreement, dated December 30, 2024, by and between Rain Enhancement Technologies Holdco, Inc. and RHY Management LLC (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed on January 7, 2025).

 10.12

 Forward Purchase Agreement, dated as of December 30, 2024, by and among Coliseum Acquisition Corp., Rain Enhancement Technologies, Inc., Rain Enhancement Technologies Holdco, Inc., and Meteora Capital Partners and certain of its affiliates (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed on January 7, 2025).

 10.13+

 Employment Agreement, dated as of June 26, 2024, by and between Rain Enhancement Technologies, Inc. and Christopher Riley (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-4 (File No. 333-283425)).

 10.14+

 Letter Agreement, dated January 29, 2025, by and between Rain Enhancement Technologies Holdco, Inc., Rain Enhancement Technologies, Inc., and Christopher Riley. (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1/A (File No. 333-284614)).

 10.15+

 Offer Letter, dated December 31, 2024, between Rain Enhancement Technologies Holdco, Inc. and Randy Seidl (incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K filed on January 7, 2025).

 10.16

 Exclusive License Agreement, dated as of November 21, 2022, by and between Theodore R. Anderson and Rain Enhancement Technologies, Inc. (incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K filed on January 7, 2025).

 10.17

 Memorandum of Understanding, dated March 15, 2023, by and between Discovery Land Consolidated, LLC and Rain Enhancement Technologies, Inc. (incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K filed on January 7, 2025).

 10.18+

 Form of Director Agreement between Rain Enhancement Technologies Holdco,
Inc. and each of its directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 7, 2025).

 19.1*

 Rain Enhancement Technologies Holdco, Inc. Insider Trading Compliance Policy

 24.1*

 Power of Attorney

 31.1*

 Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1**

 Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2**

 Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 97.1*

 Rain Enhancement Technologies Holdco, Inc. Policy for the Recovery of Erroneously Awarded Compensation.

 101.INS

 101.CAL

 101.SCH

 101.DEF

 101.LAB

 101.PRE

 Certain of the exhibits and schedules
to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted
exhibits and schedules to the SEC upon its request.

 +
 Denotes management contract
or compensatory plan or arrangement.

 *
 Filed herewith.

 **
 Furnished herewith.

 Item 16. Form 10-K Summary.

 None.

 INDEX TO FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting
 Firm (PCAOB ID Number 100)

 Consolidated Financial Statements

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Stockholders'
 Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Stockholders and the Board of Directors
of

 Rain Enhancement Technologies Holdco, Inc.:

 Opinion on the Consolidated Financial Statements

 We have audited the accompanying consolidated
balance sheets of Rain Enhancement Technologies Holdco, Inc. and Subsidiaries (the "Company") as of December 31, 2024 and
2023, and the related consolidated statements of operations, changes in stockholder's deficit and cash flows for the years ended
December 31, 2024 and 2023, and the related notes (collectively referred to as the "consolidated financial statements"). In
our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the
Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024 and
2023 in conformity with accounting principles generally accepted in the United States of America.

 Basis for Opinion

 These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.

 /s/ WithumSmith+Brown, PC

 We have served as the Company's auditor since
2022.

 New York, New York

 April 15, 2025

 PCAOB ID No. 100

 F- 2

AND SUBSIDIARIES

 CONSOLIDATED BALANCE SHEETS

 2024

 2023

 Assets:

 Current assets:

 Cash

 $
 32,604

 $
 37,345

 Prepaid expenses

 12,335

 8,136

 Deferred financing costs

 75,000

 -

 Subscription receivable

 650,000

 -

 Total current assets

 769,939

 45,481

 414,034

 368,206

 Intangible assets, net

 92,427

 104,102

 Total Assets

 $
 1,276,400

 $
 517,789

 Liabilities and Stockholders' Deficit:

 Current liabilities:

 Accounts payable

 $
 1,946,931

 $
 505,383

 Accrued expenses

 700,000

 10,750

 Line of credit - related party

 3,110,149

 -

 Note payable and advances from related parties

 400,000

 611,265

 Accrued interest - related parties

 38,192

 27,041

 Tax payable

 -

 Shortfall payment liability

 20,636

 -

 Total current liabilities

 6,215,908

 1,154,664

 Derivative warrant liabilities

 -

 Total liabilities

 6,565,908

 1,154,664

 Commitments and Contingencies

 Stockholders' Deficit:

 Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized, respectively; no shares issued and outstanding as of December 31, 2024 and 2023

 -

 -

 Class A common stock, $ 0.0001 par value; 30,000,000 shares authorized; 7,528,761 and 1,766,554 shares issued and outstanding as of December 31, 2024 and 2023, respectively

 Class B common stock, $ 0.0001 par value; 1,000,000 shares authorized; 57,752 and 0 shares issued and outstanding as of December 31, 2024 and 2023, respectively

 -

 Additional paid-in capital

 964,335

 1,083,789

 Accumulated deficit

 ( 6,254,602
)

 ( 1,720,841
)

 Total stockholders' deficit

 ( 5,289,508
)

 ( 636,875
)

 Total Liabilities and Stockholders' Deficit

 $
 1,276,400

 $
 517,789

 See accompanying notes to the consolidated financial
statements

 F- 3

AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF OPERATIONS

 For the years ended

 2024

 2023

 General and administrative expenses

 $
 4,491,706

 $
 397,200

 Amortization expenses

 11,675

 12,648

 Franchise tax expenses

 Loss from operations

 ( 4,503,606
)

 ( 410,073
)

 Other income (expenses):

 Interest expense on notes payable to related parties

 ( 30,246
)

 ( 27,041
)

 Interest income earned from operating cash

 Total other expenses

 ( 30,155
)

 ( 26,934
)

 Net loss

 $
)

 $
 ( 437,007
)

 Weighted average Class A common stock outstanding, basic and diluted

 1,956,836

 920,538

 Basic and diluted net loss per Class A common stock

 $
 ( 2.29
)

 $
 ( 0.47
)

 Weighted average Class B common stock outstanding, basic and diluted

 20,513

 -

 Basic and diluted net loss per Class B common stock

 $
 ( 2.29
)

 $
 -

 See accompanying notes to the consolidated financial
statements

 F- 4

AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
DEFICIT

 For
 the year ended December 31, 2024

 Legacy
 RET

 Class
 A Common

 Class
 B Common

 Additional

 Total

 Preferred
 Stock

 Common
 Stock

 Stock

 Stock

 Subscription

 Paid-In

 Accumulated

 Stockholders'

 Shares

 Amount

 Shares

 Amount

 Shares

 Amount

 Shares

 Amount

 Receivable

 Capital

 Deficit

 Deficit

 Balance
 - December 31, 2023

 $
 -

 1,310

 $
 -

 -

 $
 -

 -

 $
 -

 $
 -

 $
 1,083,966

 $
 ( 1,720,841
)

 $
 ( 636,875
)

 Retroactive
 application of Business Combination (Note 1)

 ( 200
)

 -

 ( 1,310
)

 -

 1,766,554

 -

 -

 -

 ( 177
)

 -

 -

 Balance
 - December 31, 2023, recasted

 -

 -

 -

 -

 1,766,554

 -

 -

 -

 1,083,789

 ( 1,720,841
)

 ( 636,875
)

 of RET's Class A common stock for cash

 -

 -

 -

 -

 358,985

 -

 -

 -

 739,964

 -

 740,000

 of RET's Class B common stock for cash

 -

 -

 -

 -

 -

 -

 -

 124,994

 -

 125,000

 Stock
 based compensation expense

 -

 -

 -

 -

 -

 -

 -

 -

 -

 2,777,507

 -

 2,777,507

 of Class A common stock upon Business Combination, including conversion of Coliseum's Private Placement Warrants into Class A common
 stock

 -

 -

 -

 -

 4,917,806

 -

 -

 -

 ( 1,041,664
)

 -

 ( 1,041,172
)

 Prepaid
 forward purchase agreements

 -

 -

 -

 -

 361,858

 -

 -

 -

 ( 4,127,271
)

 -

 ( 4,127,235
)

 of Holdco Class A commom stock in connection with PIPE subscriptions

 -

 -

 -

 -

 118,557

 -

 -

 -

 1,349,988

 -

 1,350,000

 of Holdco common stock for services

 -

 -

 -

 -

 5,000

 -

 -

 -

 -

 57,028

 -

 57,028

 Net
 loss

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance
 - December 31, 2024

 -

 $
 -

 -

 $
 -

 7,528,761

 $

 $

 $
 -

 $
 964,335

 $
 ( 6,254,602
)

 $
 ( 5,289,508
)

 See accompanying notes to the consolidated financial
statements

 F- 5

AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 For the years ended

 2024

 2023

 Cash Flows from Operating Activities:

 Net loss

 $
)

 $
 ( 437,007
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Amortization expense

 11,675

 12,648

 General and administrative expenses advanced by related parties

 321,448

 11,265

 Stock based compensation expense

 2,834,535

 3,843

 Changes in operating assets and liabilities:

 Prepaid expenses

 ( 4,199
)

 ( 8,136
)

 Accounts payable

 28,452

 285,233

 Accrued expenses

 ( 10,750
)

 ( 133,000
)

 Accrued interest - related parties

 30,247

 27,041

 Tax payable

 ( 225
)

 -

 Net cash used in operating activities

 ( 1,322,578
)

 ( 238,113
)

 Cash Flows from Investing Activities:

 Capital expenditures for equipment

 ( 45,828
)

 ( 264,154
)

 Net cash used in investing activities

 ( 45,828
)

 ( 264,154
)

 Cash Flows from Financing Activities:

 Proceeds from issuance of RWT Class A common stock

 740,000

 -

 Proceeds from issuance of RWT Class B common stock

 125,000

 -

 Proceeds from issuance of Holdco Class A common stock in connection with PIPE subscriptions

 700,000

 -

 Proceeds from reverse recapitalization

 3,980,264

 Payment of deferred financing costs

 ( 75,000
)

 Payment of prepaid forward purchase agreements

 ( 4,106,599
)

 Proceeds from issuance of common stock

 -

 1,998

 Proceeds from issuance of Series A preferred stock

 -

 8,000

 Proceeds from note payable

 -

 446,910

 Repayment of note payable

 -

 ( 17,296
)

 Net cash provided by financing activities

 1,363,665

 439,612

 Net change in cash

 ( 4,741
)

 ( 62,655
)

 Cash - beginning of the year

 37,345

 100,000

 Cash - end of the year

 $
 32,604

 $
 37,345

 See accompanying notes to the consolidated financial
statements

 F- 6

 Note 1 — Description
of Organization and Business Operations

 Description of Business

 Rain Enhancement Technologies Holdco, Inc. (the
"Company" or "Holdco") was formed in Massachusetts to combine unique expertise, personnel, and weather data
to develop, improve and commercialize ionization rainfall generation technology. The Company plans to develop improvements on existing
rainfall generation technologies by introducing robust measurement tools, including software monitoring technology, machine learning,
rain gauges, and weather stations.

 Business Combination Agreement

 On December 31, 2024 (the "Closing Date"),
Coliseum Acquisition Corp, a Cayman Islands exempted company ("Coliseum"), Rain Enhancement Technologies, Inc., a Massachusetts
corporation ("RWT"), Rain Enhancement Technologies Holdco, Inc., a Massachusetts corporation ("Holdco"), Rainwater
Merger Sub 1, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Holdco ("Merger Sub 1"), and Rainwater
Merger Sub 2A, Inc., a Massachusetts corporation and wholly-owned subsidiary of Coliseum ("Merger Sub 2") consummated the
previously announced business combination (the "Business Combination") pursuant to the terms of the Business Combination
Agreement, dated as of June 25, 2024 (as amended on August 22, 2024, the "Business Combination Agreement").

 Pursuant to the Business Combination Agreement,
on the Closing Date, (i) Coliseum merged with and into Merger Sub 1, with Merger Sub 1 as the surviving company of such merger (the "SPAC
Merger") and (ii) following the SPAC Merger and as a part of the same overall transaction, Merger Sub 2 merged with and into RWT,
with RWT as the surviving entity of such merger (the "Company Merger" and, together with the SPAC Merger, the "Mergers"),
and, after giving effect to such Mergers, each of Merger Sub 1 and RWT became a wholly owned subsidiary of Holdco (the time that the
SPAC Merger became effective being referred to as the "SPAC Merger Effective Time," the time that the Company Merger became
effective being referred to as the "Company Merger Effective Time," and the time after which both Mergers became effective
being referred to as the "Closing"). Following the Closing, Holdco holds all of the equity interests of RWT and Merger Sub
1.

 The Business Combination was treated as a reverse
recapitalization in accordance with U.S. GAAP. Under this method of accounting, Coliseum was treated as the "acquired" company
for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of RWT
issuing stock for the net assets of Coliseum, accompanied by a recapitalization. The net assets of Coliseum were stated at historical
cost, with no goodwill or other intangible assets recorded.

 The Company's common stock and warrants
commenced trading on the Nasdaq Stock Market LLC under the symbols "RAIN" and "RAINW", respectively, on January
2, 2025. Refer to Note 3, Business Combination, for additional details.

 Recent Developments

 Nasdaq Compliance Notices

 On February 18, 2025, the Company received written
notice (the "MVLS Notice") from Nasdaq which notified the Company that, for the 30 consecutive business days ended February
14, 2025, our market value of listed securities ("MVLS") closed below the $ 50,000,000 MVLS threshold required for continued
listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) (the "MVLS Rule").

 In accordance with Nasdaq Listing Rule 5810(c)(3)(C),
the Company has 180 calendar days, or until August 18, 2025 (the "MVLS Compliance Period"), to regain compliance with the
MVLS Rule. The MVLS Notice notes that, to regain compliance, our MVLS must close at or above $ 50,000,000 for a minimum of ten consecutive
business days during the MVLS Compliance Period. The MVLS Notice further notes that if the Company is unable to satisfy the MVLS requirement
prior to such date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that
the Company then satisfies the requirements for continued listing on that market). If the Company does not regain compliance by the end
of the MVLS Compliance Period, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting. At
that time, the Company may appeal any such delisting determination to a hearings panel.

 F- 7

 Also on February 18, 2025, we received written notice (the "MVPHS
Notice") from Nasdaq that for the 30 consecutive business days ended February 14, 2025, our market value of publicly held shares
("MVPHS") closed below the $ 15,000,000 MVPHS threshold required for continued listing on Nasdaq under Nasdaq Listing Rule
5450(b)(2)C) (the "MVPHS Rule").

 In accordance with Nasdaq Listing Rule 5810(c)(3)(D), we have 180 calendar
days, or until August 18, 2025 (the "MVLS Compliance Period"), to regain compliance with the MVPHS Rule. The MVPHS Notice
notes that, to regain compliance, our MVPHS must close at or above $ 15,000,000 for a minimum of ten consecutive business days during the
MVPHS Compliance Period. The MVPHS Notice further notes that if we are unable to satisfy the MVPHS requirement prior to such date, we
may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that we then satisfy the requirements
for continued listing on that market). If we do not regain compliance by the end of the MVPHS Compliance Period, Nasdaq staff will provide
written notice to us that our securities are subject to delisting. At that time, we may appeal any such delisting determination to a hearings
panel.

 The MVLS Notice and MVPHS Notice are notifications
of deficiency, not of imminent delisting, and have no immediate effect on the listing of the Company's securities. The Class A Common
Stock and Warrants continue to trade on Nasdaq under the symbols "RAIN" and "RAINW", respectively.

 The Company intends to actively monitor the MVLS
and MVPHS between now and August 18, 2025, and may, if appropriate, evaluate available options to resolve the deficiencies and regain
compliance with the MVLS Rule and MVPHS Rule. While the Company is exercising diligent efforts to maintain the listing of its securities
on Nasdaq, there can be no assurance that it will be able to regain or maintain compliance with Nasdaq listing standards.

 Departure of Co-Chief Executive Officer

 On January 29, 2025, Holdco, RWT and Christopher
Riley entered into a letter agreement whereby Mr. Riley resigned as Co-Chief Executive Officer of our company and RWT effective as of
January 30, 2025 (the "Termination Letter"). Pursuant to the Termination Letter, in lieu of all other compensation and payments
of any kind due and payable to Mr. Riley, Mr. Riley will be paid for services rendered in an amount of $ 124,500, payable in 18 monthly
installments beginning in February 2025. Additionally, conditioned on approval by the Compensation Committee of our board of directors,
the Termination Letter provides that Mr. Riley will be granted 10,000 shares of Class A Common Stock of the Company vesting one year
from the date of grant.

 Mr. Riley's decision to resign as Chief
Executive Officer was not the result of any disagreement with our company or our board of directors, including any matters relating to
our operations, polices, accounting practices or financial reporting. Mr. Riley will remain as a member of the Company's board of
directors (the "Board").

 As previously announced, the Company appointed Randall Seidl to serve
as Co-Chief Executive Officer effective as of January 2, 2025. Following the resignation of Mr. Riley, Mr. Seidl is its sole Chief Executive
Officer.

 Liquidity

 As of December 31, 2024, the Company had
approximately $ 37,000 in cash and had a working capital deficit of approximately $ 5.4 million. The Company expects to continue to
incur expenses and begin to generate revenues as we continue to grow and scale our business.

 In connection with the Business Combination, on December 30, 2024,
RHY Management LLC ("RHY"), an affiliate of Harry You, agreed to issue a line of credit (the "LOC") to Holdco
for up to $ 7.0 million, in addition to the Rollover amount described in Note 6 (such amounts borrowed under the LOC, together with the
Rollover, the "Loan"). The Loan has an interest rate of 5 %, and interest will be due and payable in arrears quarterly. As
of December 31, 2024, the Company has not withdrawn any amount under the $ 7.0 million available funding under the LOC and has approximately
$ 3.1 million in Rollover amount outstanding. Subsequent to December 31, 2024, the Company borrowed approximately $ 839,000 under the LOC.

 F- 8

 The Company's management estimates approximately
$ 6.3 million and approximately $ 62 million in expenses for our one-year and five-year business plan. These funds are expected to be used
for producing units, integrating and rolling out software for the rain enhancement platform, expanding water services through the 'land
and expand' client acquisition model, and potentially acquiring other weather technologies. Since the base technology and products
are developed and proven, the need for additional capital will primarily be driven by growth in customer acquisition and projects. Management
believes that the budget can be scaled in line with the funds actually received, enabling the Company to expand its client base, deliver
equipment and technology to newly acquired clients, and develop new products for the rain platform.

 The Company expects to fund its future development and exploration
activities using the available funding under the LOC and future operating cash flow. The timing of most capital expenditures is largely
discretionary. The Company has a significant degree of flexibility to adjust the level of its capital expenditures as circumstances warrant.
If the Company's plans or assumptions change, it may seek additional funding through debt or other equity financing arrangements,
implement incremental expense reduction measures or a combination thereof to continue financing its operations. Although the management
continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable
to the Company to fund continuing operations, if at all.

 In connection with the Company's
assessment of going concern considerations in accordance with the Financial Accounting Standards Board's ("FASB")
Accounting Standards Classification ("ASC") Subtopic 205-40, "Going Concern," management has determined that
although the Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of
issuance of these consolidated financial statements, it has access to funds under the LOC. Additionally, an existing shareholder has
pledged financial support as necessary and has the financial ability to provide such funds, that are sufficient to fund the working
capital needs of the Company over the next twelve months from the date of issuance of these consolidated financial statements.

 Risks and Uncertainties

 Various macroeconomic, geopolitical and regulatory
uncertainties and challenges pose risks to economic conditions in the U.S. and globally, including, among others, any resurgence in inflation;
changes to trade, immigration, energy and other policies resulting from the new U.S. administration; changes in interest rate policies;
the Russia-Ukraine war; conflicts in the Middle East; and economic conditions and tensions involving China.

 Any of the above mentioned factors, or any other
negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine,
the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company's search
for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

 Note 2 — Summary of Significant
Accounting Policies

 Basis of Consolidation and Presentation

 The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries: Rainwater Acquisition Corp (f.k.a Merger Sub 1) and RWT. All significant intercompany accounts and
transactions have been eliminated.

 The consolidated financial statements are presented
in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP")
and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC").

 Use of Estimates

 The preparation of the consolidated financial
statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported
amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the consolidated financial
statements. Actual results could differ from those estimates.

 Cash and Cash Equivalents

 The Company considers all highly liquid investments
with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents are stated
at fair value and may include money market funds, U.S. Treasury and U.S. government-sponsored agency securities, corporate debt, commercial
paper, and certificates of deposit. The Company had no cash equivalents as of December 31, 2024 and 2023.

 Financial Instruments

 The fair value of the Company's assets and liabilities, which
qualify as financial instruments under the FASB ASC Topic 820, "Fair Value Measurements and Disclosures," approximates the
carrying amounts represented in the accompanying consolidated balance sheets, either because of the short-term nature of the instruments
or because the instrument is recognized at fair value.

 F- 9

 Fair Value Measurements

 Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement
date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and
the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 Level 1, defined as observable
inputs such as quoted prices (unadjusted) for identical instruments in active markets;

 Level 2, defined as inputs
other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments
in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 Level 3, defined as unobservable inputs in which little or no
market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques
in which one or more significant inputs or significant value drivers are unobservable.

 In some circumstances, the inputs used to measure fair value might
be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its
entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

 Derivative Financial Instruments

 The Company does not use derivative instruments to hedge exposures
to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments
are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 "Distinguishing Liabilities
from Equity" ("ASC 480") and FASB ASC Topic 815, "Derivatives and Hedging" ("ASC 815"). The
classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed
at the end of each reporting period. The assessment considers whether the financial instruments are freestanding financial instruments
pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the financial instruments meet all of the requirements
for equity classification under ASC 815, including whether the financial instruments are indexed to the Company's own ordinary shares,
among other conditions for equity classification.

 Foreign Currency Translation and Transactions

 The U.S. dollar is the Company's functional
currency. Transactions denominated in currency other than the Company's functional currency are recorded upon initial recognition
at the exchange rate on the date of the transaction. After initial recognition, monetary assets and liabilities denominated in foreign
currency are remeasured at each reporting date into the foreign currency at the exchange rate on that date. Exchange rate differences,
other than those accounted for as hedging transactions, are recognized as foreign currency transaction gain or loss included in the Company's
statements of operations within the general and administrative expenses.

 During the years ended December 31, 2024 and 2023, the only foreign
currency transaction the Company incurred was the amount paid to its Senior Technology Advisor in Australian Dollars. The amount of these
foreign currency payments was translated into U.S. dollars.

 The Company capitalizes its cost to build its
rainfall ionization equipment (the "Equipment"), including materials and allocated labor costs. In July 2023, the Company
finished building the Equipment and transferred its capitalized cost from Construction in-process to Equipment. As soon as the Equipment
is placed in service upon agreement with the customers, the Company will begin to depreciate those assets on a straight- line basis over
the estimated useful lives of the assets, generally 10 to 15 years. At the time of retirement or other disposition of the Equipment,
the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in
operations. As of December 31, 2024, no Equipment has been placed in service.

 F- 10

 Equipment as of December 31, 2024 and 2023 was
composed of the following:

 2024

 2023

 Equipment:

 Rainfall ionization equipment and systems

 $
 414,034

 $
 368,206

 Total

 $
 414,034

 $
 368,206

 Intangible Assets

 Recognized intangible assets have finite lives
and include acquired licenses for market-ready technology and designs of weather modification and rainfall ionization equipment. Intangible
assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried
at cost less any accumulated amortization and accumulated impairment losses.

 Intangible assets with finite lives are amortized
using the straight-line method over the estimated useful economic life. The amortization period and the amortization method for an intangible
asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the
expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or
method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite
lives is recognized in the statements of operations and in the expense category that is consistent with the function of the intangible
assets.

 Intangible assets with finite lives are tested
for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. These conditions may
include a change in the extent or manner in which the asset is being used or a change in future operations. The Company assesses the
recoverability of the carrying amount by preparing estimates of future revenue, margins, and cash flows. If the sum of expected future
cash flows (undiscounted and without interest charges) is less than the carrying amount, an impairment loss is recognized. The impairment
loss recognized is the amount by which the carrying amount exceeds the fair value of the asset. Fair value of these assets may be determined
by a variety of methodologies, including discounted cash flow models. As of December 31, 2024 and 2023, the Company did not have any
intangible assets with indefinite useful lives.

 Stock Compensation

 The Company's policy is to account for
stock-based compensation expense in accordance with FASB ASC Topic 718, "Compensation-Stock Compensation" ("ASC 718").
Under ASC 718, stock-based compensation associated with equity awards is measured at fair value upon the grant date and recognized over
the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded
in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized
once the event is deemed probable to occur. Forfeitures are recognized as incurred.

 Leases

 The Company complies with FASB ASC Topic 842,
"Leases". The Company may enter into leases for facilities and office equipment. The lease liabilities will be recognized
as the present value of the future minimum lease payments over the lease term. The lease payments may consist of fixed and in-substance
fixed amounts attributable to the use of the underlying asset over the lease term. Variable lease payments that do not depend on an index
rate or are not in-substance fixed payments are excluded in the measurement of right-of-use assets and lease liabilities and are expensed
in the period incurred. Some of the lease agreements may include options to extend the lease term or terminate the lease. These options
would be accounted for in our right-of-use assets and lease liabilities when it is reasonably certain that the Company will extend the
lease term or terminate the lease. As of December 31, 2024 and 2023, there were no lease agreements in place.

 F- 11

 Income Taxes

 The Company follows the asset and liability method of accounting for
income taxes under FASB ASC 740, "Income Taxes" ("ASC 740"). Deferred tax assets and liabilities are recognized
for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of
existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

 The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances
are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2024 and
2023, the Company had approximately $ 824,000 and $ 156,000, respectively, in deferred tax assets.

 ASC 740 prescribes a recognition threshold and a measurement attribute
for the consolidated financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return.
For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.
There were no unrecognized tax benefits as of December 31, 2024 and 2023. The Company recognizes accrued interest and penalties related
to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31,
2024 and 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material
deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

 Net Loss Per Common Share

 Net loss per share of common stock is computed
by dividing net loss by the weighted average number of shares of common stock outstanding during the periods. As of December 31, 2024
and 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into
shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per
share for the periods presented.

 The net loss per share presented in the consolidated
statements of operations is based on the following for the years ended December 31, 2024 and 2023:

 For the years ended December 31,

 2024

 2023

 Class A
 common stock

 Class B
 common stock

 Class A
 common stock

 Class B
 common stock

 Basic and diluted net loss per common share:

 Numerator:

 Allocation of net loss

 $
 ( 4,486,728
)

 $
 ( 47,033
)

 $
 ( 437,007
)

 $
 -

 Denominator:

 Basic and diluted weighted average share outstanding

 1,956,836

 20,513

 920,538

 -

 Basic and diluted net loss per common share

 $
 ( 2.29
)

 $
 ( 2.29
)

 $
 ( 0.47
)

 $
 -

 F- 12

 Recent Accounting Pronouncements

 In November 2023, the FASB issued Accounting Standards Update ("ASU")
2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures". The amendments in this ASU expand
public entities' segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the
Chief Operating Decision Maker and included within each reported measure of segment profit or loss, an amount and description of its composition
for other segment items, and interim disclosures of a reportable segment's profit or loss and assets. The Company adopted ASU 2023-07,
which did not have a material impact on the consolidated financial statements.

 In December 2023, the FASB issued ASU No. 2023-09
(Topic 740), Improvements to Income Tax Disclosures. The ASU requires disaggregated information about a reporting entity's
effective tax rate reconciliation as well as an expansion of other income tax disclosures. The ASU is effective on a prospective basis
for annual reporting periods beginning after December 15, 2024. The Company is currently evaluating the impact this ASU will have
on its consolidated financial statements and related disclosures.

 Note 3 — Business Combination

 Business Combination

 On December 31, 2024, the Company consummated
its Business Combination pursuant to the terms of the Business Combination Agreement. The Business Combination was structured as follows:

 a)
 Prior to Closing, the sole outstanding Coliseum Class B Ordinary Share was converted into one Coliseum Class A Ordinary Share, which was then converted into one share of Holdco Class A Common Stock at Closing.

 b)
 Prior to Closing, pursuant to Extension Non-Redemption Agreements and the Sponsor Support Agreement, the Previous Sponsor and Sponsor Affiliate forfeited and surrendered for no consideration an aggregate of 606,972 Coliseum Class A Ordinary Shares, and Coliseum issued 606,972 newly-issued Coliseum Class A Ordinary Shares to the Extension Non-Redeeming Shareholders.

 c)
 On the Closing Date, each Coliseum Class A Ordinary Share issued and outstanding immediately prior to Closing (excluding redeemed public shares) was automatically converted into the right to receive one share of Holdco Class A Common Stock, and each whole Coliseum Public Warrant issued and outstanding immediately prior to Closing was assumed by Holdco and became exercisable for shares of Holdco Class A Common Stock.

 d)
 On the Closing Date, each Private Placement Warrant was exchanged for 0.25 shares of Holdco Class A Common Stock in the Warrant Exchange.

 e)
 On the Closing date, (i) each outstanding share of RWT Preferred Stock and RWT Class A Common Stock issued and outstanding immediately prior to Closing was converted into the right to receive a number of shares of Holdco Class A Common Stock equal to the Exchange Ratio and (ii) each share of RWT Class B Common Stock issued and outstanding immediately prior to Closing was converted into the right to receive a number of shares of Holdco Class B Common Stock equal to the Exchange Ratio. The Exchange Ratio was approximately 1,434 shares of Holdco Common Stock for every outstanding share of RWT Common Stock. Following the Closing, an aggregate of 1,232 shares of RWT Preferred Stock and 250 shares of RWT Class A Common Stock were converted into 2,125,539 shares of Holdco Class A Common Stock, and an aggregate of 40 shares of RWT Class B Common Stock were converted into 57,752 shares of Holdco Class B Common Stock.

 f)
 At Closing, each of the RWT 1,500 Options outstanding was converted into 2,150,838 Holdco Option on the same terms and conditions as were in effect with respect to RWT Option immediately prior to Closing, except that the exercise price per share of such Holdco Option is equal to the quotient of (x) the exercise price per share of such RWT Option in effect immediately prior to Closing divided by (y) the Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent), which is equal to an exercise price of $ 2.06 per share.

 F- 13

 PIPE Subscriptions

 In connection with the Business Combination,
Holdco entered into subscription agreements (collectively, the "PIPE Subscription Agreements") with certain investors and
related parties to sell an aggregate of $ 1.35 million of shares of Holdco Class A Common Stock at $ 11.39 per share, of which Holdco received
$ 700,000 of the PIPE Investment and recorded subscription receivable of $ 650,000 on the consolidated balance sheet as of December 31,
2024. Such receivable was fully paid on February 6, 2025.

 Forward Purchase Agreement with Meteora

 On December 30, 2024, Holdco entered into a forward
purchase agreement (the "Forward Purchase Agreement") with Meteora Capital Partners, LP and affiliated funds ("Meteora")
for an OTC equity prepaid forward transaction. An aggregate of 361,858 shares of Holdco Class A Common Stock (the "Forward Purchase
Shares") are subject to the Forward Purchase Agreement, for which Meteora was paid approximately $ 4.1 million at Closing (the "Prepayment")
and the Company retained approximately $ 20,000 (the "Prepayment Shortfall"). The Forward Purchase Agreement matures on the
date of the effectiveness of a certain registration statement filed by Holdco with the Securities and Exchange Commission following the
Closing Date (the "Maturity Date"). Meteora may sell the Forward Purchase shares at any time following the Closing Date until
the Maturity Date at a price not less than $ 10.00 per share. If Meteora sells any of the Forward Purchase Shares, Meteora will pay to
Holdco $ 10.00 for each share sold, less the Prepayment Shortfall. On Maturity Date, any Forward Purchase Shares that have not been sold
by Meteora will be returned to the Company for no consideration, provided that if the proceeds of the shares sold by Meteora prior to
the Maturity Date is less than the Prepayment Shortfall, then Holdco will pay cash to Meteora in an amount equal to such difference.

 The Company's management determined that the prepaid Forward
Purchase Agreement is a hybrid instrument with an embedded derivative (forward purchase contract), which meets the definition of a derivative
and does not meet the criteria for the derivative accounting scope exception in ASC 815. As such, the embedded derivative is recognized
initially and subsequently at fair value, with changes in fair value reported in earnings in accordance with ASC 815. Because the bifurcated
embedded derivative is a forward contract, it must have an initial fair value of zero. As a result, the prepayment amount was allocated
entirely to the host contract, which represents a receivable classified as contra-equity. Any shares issued under the Forward Purchase
Agreement were accounted for and classified as issued and outstanding for accounting purposes.

 Until the earlier of 1) the Maturity Date, and 2) the date that gross
proceeds from the sale of the shares by Meteora equal 100 % of the "Prepayment Shortfall", the Company recognizes a liability
for the Prepayment Shortfall at fair value, with subsequent changes in fair value recognized in the Company's consolidated statements
of operations each reporting period until the Maturity Date. As of December 31, 2024, the prepayment shortfall liability was recorded
at maximum value.

 Upon receipt of consideration related to the sale of any shares sold
by Meteora, the Company will record the receipt of funds as an increase to cash and a decrease to the "Prepayment Shortfall liability"
until the "Prepayment Shortfall Liability" is zero, and then any remaining proceeds received will reduce the receivable previously
recorded as contra-equity.

 The Company incurred no transaction costs that
were directly related to issuance of the Forward Purchase Agreement.

 As of December 31, 2024, the Company recorded
the $ 4.1 million of Prepayment amount paid at closing within additional paid-in capital and approximately $ 20,000 in shortfall payment
liability in the accompanying consolidated balance sheet.

 Public and Private Placement Warrants

 Prior to Closing, Coliseum had 5,000,000 Public
Warrants and 3,225,000 Private Placement Warrants outstanding. In connection with the Business Combination, as discussed above, an aggregate
of 3,225,000 Private Placement Warrants were converted into 806,250 shares of Holdco Class A Common Stock, and the Public Warrants were
exchanged into warrants to purchase 5,000,000 of Holdco Class A Common Stock.

 F- 14

 Redemption

 Prior to the Closing, certain Coliseum public
shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 1,063,698 Coliseum
public shares for an aggregate payment of approximately $ 12.1 million. After redemptions, there was a total of 723,414 Coliseum public
shares and an aggregate of approximately $ 8.25 million remaining in Coliseum Trust Account, and was later converted into Holdco Class
A Common Stock in connection with the Business Combination.

 Transaction Proceeds

 The following table reconciles the elements of
the Business Combination to the consolidated statements of cash flows and the consolidated statement of changes in stockholders'
equity for the year ended December 31, 2024:

 Cash-Trust Account, net of redemptions

 $
 8,251,024

 Less: transaction costs and professional fees, paid directly from Trust Account

 ( 4,270,760
)

 Net proceeds received from Trust

 3,980,264

 Less: private placement warrant liabilities

 ( 350,000
)

 Less: related party notes

 ( 2,558,340
)

 Less: accounts payable and accrued expenses

 ( 2,113,096
)

 Reverse recapitalization, net

 $
 ( 1,041,172
)

 The number of shares of Common Stock issued immediately
following the consummation of the Business Combination were:

 Class A

Common Stock

 Class B

Common Stock

 Coliseum Public Shares, outstanding prior to the Business Combination

 1,787,112

 -

 Less: Redemption of Coliseum Class A common stock

 ( 1,063,698
)

 -

 Public shares of Coliseum, including 361,556 shares subject to the Forward Purchase Agreement (as described below)

 723,414

 -

 Coliseum Founder Shares, outstanding prior the Business Combination

 3,750,000

 -

 Coliseum Private Placement Warrants converted to Class A Common shares

 806,250

 -

 Business Combination shares

 RWT Shares

 2,125,539

 Issuance of shares in connection with PIPE

 118,557

 -

 Class A common stock issued for services

 5,000

 -

 Common Stock immediately after the Business Combination

 7,528,761

 The number of RWT shares was determined as follows:

 Legacy

RWT Shares

 RWT Shares after conversion ratio

 Preferred Stock

 1,232

 1,766,554

 Class A Common Stock

 358,985

 Class B Common Stock

 Total

 1,522

 2,183,291

 F- 15

 Note 4 — Intangible Assets

 Patent License

 On November 21, 2022, the Company entered
into a license agreement with Dr. Theodore Anderson, a plasma physicist, whereby the Company was granted an exclusive, worldwide
license under certain of Dr. Anderson's patents. The consideration paid for the license of $ 33,000, which was fully paid in
November of 2022, was recorded as a finite-lived intangible asset.

 Consulting Agreement for Rainfall Ionization

 In November 2022, the Company entered into a consulting agreement,
which was later amended on December 8, 2022, to engage its senior technology advisor ("Technical Advisor"). The Company
agreed to pay the Technical Advisor a one-time fee upon execution of the agreement ("First-time fee") and a consulting fee
of AUD 250,000 per year (equivalent to approximately $ 170,000 as of the effective date), which was later revised to $ 186,000 in February
2025, as well as certain success fees that will be paid upon reaching certain milestones. In May 2023, the Technical Advisor met
a significant milestone in improving the design and a bonus of AUD 25,000 was paid in June 2023 (equivalent to approximately $ 13,000).

 In connection with the consulting agreement, the Company also agreed
to obtain from the Technical Advisor an irrevocable, perpetual, non-exclusive license under certain engineering designs in connection
with rainfall ionization equipment and systems. The Company fully paid the amount of $ 83,750 in June 2023.

 Intangible Assets

 Intangible assets as of December 31, 2024 and 2023 are composed
of licenses under certain patents and designs for weather modification and rainfall ionization equipment to Dr. Anderson and the Technical
Advisor as discussed above.

 Management anticipates that equipment utilizing certain of these patents
and designs will become operational and placed in service within 2025. The Company amortizes those assets on a straight-line basis over
the estimated useful lives of the assets under full-month convention. The Company plans to continually adapt to incorporate new technologies
and to expand into markets that may be created by new technologies for rainfall generation. As a result, the Company anticipates that
the licensed patents and designs will have a ten-year useful life before the Company transitions and adopt new technologies.

 Intangible assets as of December 31, 2024 and 2023 was composed
of the following:

 Weighted
 Average

 Carrying Value

 Useful Life

(Years)

2024

2023

 Intangible assets:

 Licensed technology for weather modification

 $
 33,000

 $
 33,000

 Purchased intellectual property for rainfall ionization equipment

 $
 83,750

 83,750

 Less:

 Accumulated amortization

 ( 24,323
)

 ( 12,648
)

 Total intangible assets, net

 $
 92,427

 $
 104,102

 The Company incurred approximately $ 12,000 and $ 13,000 in amortization
expenses for the years ended December 31, 2024 and 2023, respectively, and included that in the accompanying consolidated statement
of operations. The intangible assets were tested for impairment whenever events or changes in circumstances indicate the carrying amount
may not be recoverable. These conditions may include a change in the extent or manner in which the asset is being used or a change in
future operations. For the years ended December 31, 2024 and 2023, there were no impairment charges associated with the Company's intangible
assets.

 F- 16

 Note 5 — Related Party
Transactions

 Note Payable and Line of Credit from Related
Parties

 On February 2, 2023, RWT issued a promissory
note (the "Note") to its former CEO and Mr. You and Mr. de Masi for an aggregate amount of $ 600,000. The Note has an
annual interest rate of 5 % and is currently due on demand.

 On December 30, 2024, Holdco entered into a loan
agreement (the "Loan Agreement") with RHY, an affiliate of Harry You, pursuant to which RHY agreed to issue an LOC to Holdco
for up to $ 7 million, in addition to the Rollover amount described below. The Loan has an interest rate of 5 %, and interest will be due
and payable in arrears quarterly.

 Prior to Closing, the outstanding amount that Coliseum and RWT owed
to Mr. You and his affiliates are: (i) approximately $ 1.7 million and approximately $ 333,000 of advances to Coliseum and RWT, respectively,
(ii) convertible note balance of $ 667,500 to Coliseum, and a portion under the Note discussed above of approximately $ 216,000 to RWT (which
amount includes $ 200,000 in principal and approximately $ 16,000 in accrued interest), and (iii) an outstanding balance of $ 180,000 in
accrued administrative fees to Coliseum, for a total of approximately $ 3.1 million. All of these outstanding amounts (the "Rollover")
were assigned to and assumed by Holdco and are treated for all purposes as loans outstanding under the Loan Agreement. The Loan has an
interest rate of 5 %, and interest will be due and payable in arrears quarterly. The Rollover amount does not reduce the $ 7 million funding
available to the Company under the LOC. As of December 31, 2024, the Company had not borrowed any of the $ 7 million available funding
under the LOC. Subsequent to December 31, 2024, the Company borrowed approximately $ 839,000 under the LOC.

 Employment Agreement

On December 31, 2024, Holdco entered into a binding offer letter (the "Offer Letter") with its new CEO, Mr. Seidl effective
January 2, 2025, pursuant to which Holdco agreed to pay to the CEO (i) an annual salary of $ 500,000, (ii) a contingent bonus payment
of $ 5.0 million that will be issued under a form of an unsecured note payable (the "Officer Note") on the earlier of (x)
four-year anniversary of the Officer Note, subject to the CEO's continued service with Holdco through such date, and (y) the date
of termination, if Holdco terminates the CEO's employment without cause. As of the date of this filing, the Officer Note has not
been issued.

 Note 6 — Warrants

 On the Closing Date, all of Coliseum 3,225,000 private placement warrants
were converted into 806,250 shares of Holdco Class A Common Stock.

 The remaining 5,000,000 Coliseum public warrants
were exchanged for warrants to purchase Holdco Class A Common Stock ("Warrants"). The Warrants may only be exercised for
a whole number of shares. No fractional shares will be issued upon exercise of the Warrants. The Warrants became exercisable on January
31, 2025 and will expire on December 31, 2029 at 5:00 p.m., New York City time, or earlier upon liquidation.

 The Warrants are derivative warrant liabilities in accordance with
ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair
value at each reporting period. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement,
the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company's statements
of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events
during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. Refer to Note 8 for
additional information on the fair value measurements of these warrants.

 Note 7 — Fair Value Measurements

 Financial liabilities measured at fair value
during the year on a recurring basis consisted of the following as of December 31, 2024:

 Fair Value Hierarchy

 Level 1

 Level 2

 Level 3

 Total

 Financial liabilities:

 Warrant liability

 $
 -

 $

 $
 -

 $

 Total financial liabilities

 $
 -

 $

 $
 -

 $

 F- 17

 The Warrants are listed on Nasdaq Stock Market LLC under the ticker
"RAINW". As of December 31, 2024, the fair value measurements for the Warrants were classified as Level 2 due to low trading
volume.

 During the fiscal year ended December 31, 2024, there were no transfers
between levels of the fair value hierarchy. During the fiscal year ended December 31, 2023 there were no liabilities measured at fair
value.

 Note 8 — Stockholders'
Deficit

 According to the Company's Amended Articles
of Organization, as of December 31, 2024, the Company is authorized to issue 30,000,000 shares of Class A common stock, par value
$ 0.0001 ("Class A Common Stock"), 1,000,000 shares of Class B common stock, par value $ 0.0001, and 1,000,000 shares of
preferred stock, par value $ 0.0001.

 Holdco Class A Common Stock entitles the holders
thereof to one vote per share on all matters on which the shares of Holdco Class A Common Stock is entitled to vote, and Holdco Class
B Common Stock entitles the holders thereof to fifteen votes per share on all matters on which the shares of Holdco Class B Common Stock
are entitled to vote. Additionally, for so long as the RWT Founders (Paul T. Dacier, Harry L. You, and Niccolo de Masi, or their affiliates)
hold at least 20 % of the number of shares of Holdco Class B Common Stock collectively held by them as of the Closing, the RWT Founders
have rights that are different from unaffiliated shareholders, including the right to fill vacancies on the Holdco Board, to call special
meetings of shareholders, and the Holdco A&R Articles permits action by written consent of the shareholders and requires that amendments
to the Holdco A&R Articles be approved by a majority of the shares of Holdco Common Stock entitled to vote in lieu of two-thirds
of the shares of Holdco Common Stock entitled to vote on the matter.

 The Dual Class Structure will terminate on the
date that is five years after completion of the Business Combination, or earlier (i) at the option of the holder at any time, (ii)
automatically on the date on which the RWT Founders or their Permitted Transferees (as defined in the Holdco A&R Articles) collectively
own twenty percent ( 20 %) or less of the number of shares of Holdco Class B Common Stock collectively held by such persons or their Permitted
Transferees immediately after the completion of the Business Combination, (iii) automatically upon the occurrence of a transfer of Holdco
Class B Common Stock that is not a Permitted Transfer, and (iv) automatically on the date specified by the affirmative vote of the holders
of Holdco Class B Common Stock representing not less than two-thirds (2 3) of the voting power of the Holdco Class B Common Stock.
The Holdco Class A Common Stock and the Holdco Class B Common Stock have identical economic rights, including dividend and liquidation
rights.

 Holdco Preferred Stock

 As of December 31, 2024 and 2023, there was no
preferred shares outstanding, as retroactively restated to reflect the Business Combination.

 Holdco Class A Common Stock

 In connection with the Business Combination,
Holdco converted an aggregate of (i) 723,414 Coliseum public shares and (ii) 3,750,000 Coliseum founder shares into Holdco Class A Common
Stock on a one-to-one ratio and also converted 3,750,000 Coliseum private placement warrants into 806,250 Holdco Class A Common Stock,
for an aggregate of 5,279,664 shares of Holdco Class A Common Stock.

 Also, in connection with the Business Combination,
Holdco also converted an aggregate of 1,232 shares of RWT legacy preferred stock and 250 shares of RWT legacy Class A common stock into
 2,125,539 shares of Holdco Class A Common Stock based on an exchange ratio equal to approximately 1,434.

 F- 18

 In addition, at Closing, the Company issued 5,000
shares of Holdco Class A Common Stock to a third-party consulting firm. Holdco estimated that the fair value of such shares was approximately
$ 57,000, based on the redemption price of approximately $ 11.41 at Closing.

 As of December 31, 2024 and 2023, the Company
had an aggregate of 7,528,761 and 1,766,554 shares of Class A Common Stock issued and outstanding, as retroactively restated to reflect
the Business Combination, respectively.

 Holdco Class B Common Stock

 As of December 31, 2024 and 2023, the Company
had an aggregate of 57,752 and 0 shares of Class B Common Stock issued and outstanding, as retroactively restated to reflect the Business
Combination, respectively.

 Stock Options

 On August 23, 2024, the Company granted
 1,433,892 and 716,946 options, as retroactively restated to reflect the Business Combination, to purchase RWT's Class A common
stock to Harry You and Niccolo de Masi, respectively. The options expire in ten years from the date of grant, had an exercise price
of $ 2.06 and were fully vested upon the grant date.

 The Company recognized approximately $ 2.8 million
for stock-based compensation expenses upon issuance of such options in August 2024 within general and administrative expenses in
the accompanying consolidated statements of operations during the year ended December 31, 2024. The fair value of the operations was measured
on the date of grant using a hybrid method of probability weighted expected return ("PWERM"), where the equity value was allocated
in one or more of the scenarios using a Black-Scholes option pricing model.

 The assumptions used in the Company's model
represent management's best estimates. These estimates are complex, involve a number of variables, uncertainties and assumptions
and the application of management's judgment, so that they are inherently subjective. If factors change and different assumptions
are used, the stock-based compensation expense could be materially different in the future.

 These assumptions are estimated as follows:

 Estimated value of common stock: The Company allocated
equity value in one or more of the scenarios using a Black-Scholes option pricing model to derive the estimated value of common stock

 Risk-free interest rate: The Company used the implied yield available on U.S. Treasury zero-coupon
issues with an equivalent remaining term of the options for each option group.

 Expected term: The expected
term represents the period that the stock-based awards are expected to be outstanding. Because of the limitations on the sale or transfer
or the Company's common stock as a privately held company as of grant date, the Company does not believe its historical exercise
pattern is indicative of the pattern it will experience as a publicly traded company. The Company estimated that the options issued to
its holders of Founder Shares will be held for the full ten-year term.

 Volatility: The Company determined the price volatility factor based on the historical volatilities
of selected peer group as the Company did not have a sufficient trading history for its common stock.

 Dividend yield: The expected dividend assumption is based on the Company's current expectations
about our anticipated dividend policy. The Company currently does not expect to issue any dividends.

 F- 19

 The following assumptions were used in determining the fair value of
the options granted during the year ended December 31, 2024:

 Risk free interest rate

 4.17
 %

 Expected term (in years)

 Expected volatility

 45.0
 %

 Dividend yield

 0.0
 %

 Estimated underlying stock price

 $
 2,897.12

 Fair value of options (per share)

 $
 1,851.67

 Note 9 — Income Taxes

 The Company's income tax provision consists of the following:

 2024

 2023

 Current

 Federal

 $
 -

 $
 -

 State

 -

 -

 Deferred

 Federal

 ( 667,496
)

 ( 90,502
)

 State

 -

 -

 Valuation allowance

 667,496

 90,502

 Income tax provision

 $
 -

 $
 -

 The Company's net deferred tax assets are as follows:

 2024

 2023

 Deferred tax assets:

 Start-up/Organization costs

 $
 124,713

 $
 50,795

 Intangibles

 1,703

 Stock based compensation

 583,239

 -

 Net operating loss carryforwards

 114,223

 104,701

 Total deferred tax assets

 823,877

 156,381

 Valuation allowance

 ( 823,877
)

 ( 156,381
)

 Deferred tax asset, net of allowance

 $
 -

 $
 -

 In assessing the realization of deferred tax assets,
management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The
ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary
differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax
assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information
available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has
therefore established a full valuation allowance for the years ended December 31, 2024 and 2023.

 F- 20

 A reconciliation of the statutory federal income
tax rate (benefit) to the Company's effective tax rate (benefit) is as follows:

 2024

 2023

 Statutory federal income tax rate

 21.0
 %

 21.0
 %

 M&A/ Deal cost

 - 6.0
 %

 0.0
 %

 Meals and entertainment

 0.0
 %

 - 0.1
 %

 Financing costs and stock based compensation expenses

 - 0.3
 %

 - 0.2
 %

 Start-up/Organization costs

 0.0
 %

 0.0
 %

 Change in valuation allowance

 - 14.7
 %

 - 20.7
 %

 Income tax expense

 0.0
 %

 0.0
 %

 There were no unrecognized tax benefits or accruals
for interest and penalties as of December 31, 2024 and 2023. The Company is currently not aware of any issues under review that could
result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations
by major taxing authorities since inception. The Company's management does not expect that the total amount of unrecognized tax
benefits will materially change over the next twelve months.

 Note 10—Segment Information

 ASC Topic 280, "Segment Reporting,"
establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic
areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is
available that is regularly evaluated by the Company's chief operating decision maker, or group, in deciding how to allocate resources
and assess performance.

 The Company operates and manages the business
as one reportable and operating segment, which is the business of developing, manufacturing and commercializing ionization rainfall generation
technology. The Company's Chief Executive Officer has been identified as the chief operating decision maker ("CODM"), who
reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.
Accordingly, management has determined that the Company only has one operating segment.

 When evaluating the Company's performance and
making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

 For the years ended

 2024

 2023

 General and administrative expenses

 $
 4,491,706

 $
 397,200

 Franchise tax expenses

 Other significant non-cash items:

 Amortization expenses

 11,675

 12,648

 Loss from operations

 ( 4,503,606
)

 ( 410,073
)

 Total other expenses

 ( 30,155
)

 ( 26,934
)

 Net loss

 $
)

 $
 ( 437,007
)

 As the Company has not earned any revenue, the
key measures of segment profit or loss reviewed by our CODM are general and administrative expenses to monitor, manage and forecast cash
to ensure enough capital is available for working capital needs. The CODM also reviews general and administrative costs to manage, maintain
and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

 Note 11 — Subsequent Events

 The Company evaluated subsequent events and transactions
that occurred after the balance sheet date through April 15, 2025, the date at which the consolidated financial statements were issued.
Based upon this review, the Company did not identify any subsequent events that required adjustment or disclosure in the consolidated
financial statements, except as noted below.

 Subsequent to December 31, 2024, the Company borrowed approximately
 $839,000 under the LOC for working capital needs.

 Additionally, On April 1, 2025, the Board, increased the size of the
Board from five to seven directors and appointed Mr. Marcus Peperzak and Mr. Robert Reardon to the Board to fill the resulting vacancies.

 In connection with their appointments to the Board, Mr. Reardon and
Mr. Peperzak each entered into the Director Agreements which are the form of agreement adopted by the Board in April 2025 to govern the
terms of service and compensation of the Company's non-employee directors. Additionally, effective as of April 4, 2025, the Company
entered into Director Agreements with Lyman Dickerson, Alexandra Steele, and Christopher Riley, each non-employee members of the Board.
Pursuant to the terms of the Director Agreements, the Company agreed to pay to each board member (i) subject to approval by the Board
and compensation committee of the Board (the "Compensation Committee"), a cash payment of $ 12,500 promptly following attendance
at each quarterly Board meeting, for a total annual cash compensation of $ 50,000; and (ii) subject to approval by the Board and the Compensation
Committee, a grant of restricted stock, with the number of shares and terms to be determined by the Board.

 F- 21

 SIGNATURE

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

 Dated: April 15, 2025

 By:

 /s/ Oanh Truong

 Name:

 Oanh Truong

 Title:

 Interim Chief Financial Officer

 (Principal Financial Officer and Principal Accounting Officer)

 POWER OF ATTORNEY

 Each person whose signature
appears below constitutes and appoints each of each of Randall Seidl, Oanh Truong, and Harry You, acting alone or together with another
attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such
person and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this report, and to file the
same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

 Pursuant to the requirements
of the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities on the dates
indicated.

 Signature

 Title

 Date

 /s/ Randall Seidl

 Chief Executive Officer and Director

 2025

 Randall Seidl

 (Principal Executive Officer)

 /s/ Oanh Truong

 Interim Chief Financial Officer

 2025

 Oanh Truong

 (Principal Financial Officer and Principal Accounting Officer)

 /s/ Harry You

 Executive Chairman and Director

 2025

 Harry You

 /s/ Lyman Dickerson

 2025

 Lyman Dickerson

 /s/ Alexandra Steele

 2025

 Alexandra Steele

 /s/ Christopher Riley

 2025

 Christopher Riley

 /s/ Marcus Peperzak

 2025

 Marcus Peperzak

 /s/ Bob Reardon

 April 15, 2025

 Bob Reardon

 P10Y 0002028293 false FY

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