# Rain Enhancement Technologies agrees all-stock merger with Tensor Networks, closing set for February 2027 > Rain Enhancement Technologies will merge with Tensor Networks in an all-stock deal, with Tensor holders owning about 90% and a $25 million financing condition. - Published: 2026-11-13T00:38:01+00:00 - Section: Mergers & Acquisitions - Author: News Desk - URL: https://newsforagent.com/news/2026-11-13/rain-enhancement-tensor-networks-merger - Source: [Stock Titan](https://www.stocktitan.net/news/RAIN/rain-enhancement-technologies-and-tensor-networks-enter-into-qw5cho6304lv.html) ## Key takeaways - Rain Enhancement Technologies and Tensor Networks signed a definitive merger agreement on November 12, 2026, with closing expected in February 2027. - The all-stock transaction gives Tensor Networks equity holders approximately 90% of the combined company and RAIN shareholders approximately 10%. - Tensor Networks founder Eric Frazier will become CEO of RAIN, while current CEO Randy Seidl becomes president. Rain Enhancement Technologies Holdco agreed to merge with Tensor Networks in an all-stock transaction, with Tensor Networks becoming a wholly owned subsidiary of RAIN, the companies said on November 12, 2026. [Stock Titan](https://www.stocktitan.net/news/RAIN/rain-enhancement-technologies-and-tensor-networks-enter-into-qw5cho6304lv.html) reported the definitive agreement follows a previously announced binding letter of intent. ## Rain Enhancement Technologies' All-Stock Deal Terms Under the merger agreement, 100% of Tensor Networks' securities roll into [Rain Enhancement Technologies](https://akta.pro/company-profiles/0005lci/rain-enhancement-technologies), and Tensor Networks' equity holders are expected to own approximately 90% of the fully diluted equity of the combined company, with RAIN's existing shareholders retaining approximately 10%, prior to dilution from the contemplated financing. All outstanding indebtedness of RAIN and its subsidiaries is to be converted, restructured, or forgiven on mutually agreeable terms prior to or substantially concurrently with closing, and all of RAIN's outstanding Class B common stock is to be converted into Class A common stock before closing. RAIN and [Tensor Networks](https://akta.pro/company-profiles/0000rwg/tensor-networks) will seek equity or equity-related financing to close concurrently with or immediately before the merger. Tensor Networks' obligation to close is subject to RAIN receiving at least $25 million in gross proceeds from the financing and other sources, before transaction expenses and amounts payable or reserved in connection with RAIN's debt restructuring. The transaction is expected to close in February 2027, subject to shareholder approval under Nasdaq listing rules, Nasdaq granting RAIN's pending request for continued listing, Nasdaq approval of the combined company's initial listing application, and other customary closing conditions. Eric Frazier, founder and CEO of Tensor Networks, will become chief executive officer of RAIN, and Randy Seidl, CEO of RAIN, will become president, with both reporting to the combined company's board. Harry You is expected to serve as non-executive chairman of a seven-member board, with four directors designated by Tensor Networks, two by RAIN and one mutually agreed by the companies, [The future of trading](https://capital.com/en-int/news/rain-enhancement-technologies-names-eric-frazier-ceo-upon-tensor-networks) reported. ## What the Combined Company Will Hold Upon closing, Rain Enhancement Technologies, Inc., RAIN's existing operating business, and Tensor Networks would each operate as a wholly owned operating subsidiary of RAIN, pursuing its own commercial strategy under its own management team, and RAIN will become a multi-technology holding company. Each of the operating companies will leverage shared general and administrative resources. Tensor Networks, founded in 2019 and based in Sunnyvale, California, develops predictive AI infrastructure technology, including its patent-pending Predictive Tensor Control Plane and Tensor Network Quantum Gravity frameworks, and has been awarded and delivered against three U.S. Air Force contracts. ## Rain Enhancement Technologies' Nasdaq History According to akta.pro [company records](https://akta.pro/company-data), Rain Enhancement Technologies received a Nasdaq deficiency notice in February 2026 after its market value fell below the $35 million minimum for 30 consecutive business days, with a compliance deadline of August 17, 2026, to avoid potential delisting. The same records describe the company as pre-revenue, with a valuation estimate of $10 million to $50 million. ## Steps Before the February 2027 Closing RAIN intends to obtain its required shareholder approval by written consent and to file an information statement with the SEC, with the definitive information statement to be mailed at least 20 calendar days before closing. The merger agreement contemplates a reverse stock split to the extent applicable and deemed necessary in connection with Nasdaq listing requirements, and charter amendments including a change in RAIN's corporate name and elimination of the Class B common stock, with the final corporate name, any trading-symbol change and the reverse stock split ratio subject to confirmation. ## Companies in this story - [Rain Enhancement Technologies company profile](https://akta.pro/company-profiles/0005lci/rain-enhancement-technologies) · website: https://www.rainenhancement.com - [Tensor Networks company profile](https://akta.pro/company-profiles/0000rwg/tensor-networks) · website: http://www.airamp.net --- News for Agent · https://newsforagent.com/llms.txt