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RAIN and Tensor Networks Sign Definitive Merger Agreement

RAIN
  • RAIN (Nasdaq: RAIN) and Tensor Networks entered a merger agreement on November 12, 2026, to combine their operations.
  • The transaction is expected to close in February 2027, subject to closing conditions & shareholder approvals.
  • Tensor Networks will become a wholly owned subsidiary of RAIN, creating a multi-technology holding company.
  • RAIN's existing operating subsidiary, Rain Enhancement Technologies (RET), will continue operating alongside Tensor Networks under the same parent company.
  • Eric Frazier, founder of Tensor Networks, will serve as CEO of the combined company, while RAIN's current CEO Randy Seidl will become President.
  • The board of directors will consist of seven members, including a non-executive chairman & directors designated by both companies.
  • Tensor Networks equity holders are expected to own approximately 90% of the fully diluted combined company, with RAIN shareholders retaining approximately 10%.
  • The deal is an all-stock transaction where Tensor Networks securities roll into RAIN.
  • RAIN's outstanding Class B common stock will convert to Class A common stock prior to closing.
  • RAIN's existing indebtedness will be converted, restructured, or forgiven on mutually agreeable terms.
  • Closing is contingent on RAIN securing at least $25 million in gross proceeds from equity financing.
  • Financing proceeds will fund transaction expenses & Tensor Networks' growth & working capital.
  • Tensor Networks holds patent-pending AI infrastructure security technology, including the Predictive Tensor Control Plane (PTCP) & Tensor Network Quantum Gravity (TNQG) frameworks.
  • The PTCP technology uses "topological caging" & independent hardware boundaries to contain AI threats & limit data exfiltration.
  • Tensor Networks has delivered against three U.S. Air Force contracts related to its technology development.
  • RAIN insiders, Tensor Networks insiders, & employees will face 12-18 month lock-up agreements post-closing.
  • RAIN intends to obtain shareholder approval via written consent & file an information statement with the SEC.
  • The transaction is subject to Nasdaq listing approval, potential reverse stock splits, & charter amendments including a corporate name change.
  • RAIN will file a resale registration statement for eligible Tensor Networks shares within 30 days of closing.
  • A new equity incentive plan with an initial 5% reserve will be implemented subject to shareholder approval.
  • White & Case LLP represents RAIN, while Ashurst Perkins Coie US LLP represents Tensor Networks.
Company
Rain Enhancement Technologies
Keywords
Electronics & Engineering, Mergers and Acquisitions