September 27, 2024

Paul Dacier
President
Rain Enhancement Technologies Holdco, Inc.
21 Pleasant Street, Suite 237
Newburyport, MA 01950

Paul Dacier
President
Rain Enhancement Technologies, Inc.
21 Pleasant Street, Suite 237
Newburyport, MA 01950

       Re: Rain Enhancement Technologies Holdco, Inc.
           Draft Registration Statement on Form S-4
           Submitted August 28, 2024
           CIK No. 0002028293
Dear Paul Dacier and Paul Dacier:

       We have reviewed your draft registration statement and have the
following comments.

        Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your registration
statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do
not believe an
amendment is appropriate, please tell us why in your response.

        After reviewing the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional comments.

Draft Registration Statement on Form S-4
Cover Page

1.     Please tell us whether you will be deemed to be a "controlled company"
under the Nasdaq
       listing rules. If so, please additionally disclose on the prospectus
cover, the summary and
       elsewhere (i) the percent voting power that the controlling stockholder
will hold after
       completion of the offering; (ii) the corporate governance exemptions
that will be available
       to you; and (iii) whether you intend to take advantage of these
exemptions.
 September 27, 2024
Page 2
2.     Please ensure you describe briefly on the cover page any material
financing transactions
       that have occurred since the initial public offering of Coliseum, the
SPAC. For example,
       if material, please describe the convertible note issued by Coliseum to
Berto, LLC, your
       sponsor. See Item 1604(a)(2) of Regulation S-K.
3.     We note that Coliseum Acquisition Sponsor, LLC, your previous sponsor,
continues to
       hold shares of Coliseum and will receive shares of the combined company.
Please provide
       the disclosures called for by Item 1604(a)(3) and (a)(4) of Regulation
S-K for the previous
       sponsor here or advise. Additionally, for other disclosure requirements
that call for
       disclosures about the sponsor, consider providing those disclosures for
the previous
       sponsor as well. Lastly, advise whether Berto, LLC, the new sponsor, or
Harry You are
       affiliates of or have other material relationships with the previous
sponsor.
4.     We note that you discuss the dual class structure of the combined
company within your
       discussion of the transaction structure. Please better highlight the
dual class structure on
       your cover page, including a discussion of the voting rights of your
Class A and Class B
       shares and disclosure of the total voting power that will be held by
Class B shareholders.
       Additionally, please ensure you include risk factors highlighting
material risks to the
       combined company and its shareholders resulting from this dual class
structure.
Questions and Answers About the Business Combination, page 11

5.     Please provide Coliseum's reasons for the structure and timing of the
de-SPAC
       transaction. Refer to Item 1605(b)(3) of Regulation S-K.
Q. Who are the Previous Sponsor, the New Sponsor, and Sponsor Affiliate?, page
23

6.     Expand your disclosure regarding Harry You   s material roles and
responsibilities in
       directing and managing the SPAC   s activities. Refer to Item 1603(a)(4)
of Regulation S-
       K.
Q. What underwriting fees are payable in connection with the Business
Combination?, page 34

7.     Please revise here to clarify that Stifel resigned. Also, here or
elsewhere, clarify whether
       Stifel provided a resignation letter to Coliseum and/or a Section 11(b)
notice to the
       Commission and provide a summary of any such letter or notice, including
a description
       of the specific roles from which Stifel resigned.
Redemption Rights, page 67

8.     We note that Coliseum has had several extension votes to date with the
most recent
       occurring in September 2024. Please revise here to clarify whether
shareholders may
       redeem their shares in connection with any proposal to extend the time
period to complete
       a business combination. Additionally, please provide a table summarizing
the number of
       public shares that have been redeemed at each of these extension votes,
the total number
       of public shares that remain unredeemed and the total amount of funds
that remain in the
       trust account.
9.     We note that you provide additional information on redemption rights,
such as whether
       shareholders can redeem regardless of whether they abstain, vote for or
vote against the
       proposed business combination, in the Questions and Answers on pages
29-32. Please
       cross-reference these Q&As here and in your discussion of redemption
rights on pages
 September 27, 2024
Page 3

       131-132.
10.    Revise to include the actual and potential impact of redemptions on the
per share value of
       the public shares owned by non-redeeming shareholders by including a
sensitivity
       analysis showing a range of redemption scenarios, including minimum,
maximum and
       interim redemption levels.
Risk Factors
Coliseum's ability to complete the Business Combination with RET may be
impacted if..., page
107

11.    You disclose here that the "parties have determined that RET is not a
TID U.S. business . .
       . and as a result, it is not mandatory to submit a CFIUS filing with
respect to the Business
       Combination." Please revise to include a definition of TID U.S.
business, clarify how the
       parties made this determination, clarify whether legal counsel opined on
this matter and
       discuss any material risks related to this determination.
The Business Combination, page 138

12.    Here and in the appropriate section of your MD&A, please revise to
disclose the
       anticipated liquidity position of the combined company following the
de-SPAC, including
       the amount of cash on hand it expects to have following potential
shareholder
       redemptions and the payment of expenses related to the de-SPAC
transaction.
Valuation Analysis, page 176

13.    We note that Coliseum's financial advisor, Needham, assisted Coliseum's
management in
       conducting a valuation analysis of RET and that the Coliseum board and
transaction
       committee used this analysis in evaluating whether to approve the
business combination.
       We also note your disclosure that neither the Coliseum board nor
transaction committee
       obtained a fairness opinion. Please revise to further describe the role
of the financial
       advisor in the de-SPAC transaction, including the level of diligence
that the financial
       advisor performed in connection the transaction. Additionally, while we
note that a
       fairness opinion was not obtained from Needham, it appears the data and
analyses
       provided by Needham still constitutes a report, opinion, or appraisal
from an outside party
       materially relating to the approval of the de-SPAC transaction. Please
revise to provide
       the disclosures required by Item 1607 of Regulation S-K or tell us why
you believe this is
       not required. Lastly, where you discuss the assistance Needham provided
to Coliseum
       management with its valuation of RET, such as on your cover page,
clarify that a fairness
       opinion was not obtained from Needham.
Projected Revenue, page 179

14.    You state here that RET affirmed to Coliseum that the June Projections
reflect the view of
       RET management about its future performance as of July 3, 2024. Please
ensure you
       update this to disclose whether the projections continue to reflect the
view of RET's
       management as of the most recent practicable date prior to the date of
the disclosure
       document required to be disseminated to security holders. See Item
1609(c) of Regulation
       S-K.
 September 27, 2024
Page 4
15.    We note your disclosure on page 180 that RET does not have any operating
history, has
       not yet generated any revenue, and has not entered into any binding
agreements with
       clients for the purchase of its products or services. We also note the
tables on pages 180-
       181 that project revenue and 1 client for fiscal year 2024. Please
revise these discussions
       to highlight whether you have generated any revenue or entered into any
binding
       agreements with clients at this time.
Interests of Coliseum   s New Sponsor, Directors and Officers in the Business
Combination, page
188

16.    In addition to your existing disclosures, disclose any material
fiduciary or contractual
       obligations to other entities held by Harry You, the SPAC sponsor or the
SPAC's officers
       or directors. Refer to Item 1605(d) of Regulation S-K.
Unaudited Pro Forma Combined Balance Sheet, page 216

17.    Please identify the Transaction Accounting Adjustments under Assuming
50%
       Redemptions and Assuming Max Redemptions as    Additional.
18.    Please describe the terms and commitments to provide additional loans
from related
       parties to cover transaction costs as noted in adjustment (k). Please
indicate the interest
       rate and expense associated with the loans.
Dilution, page 222

19.    Please revise to identify the Net Tangible Book Value amount as not
being a Deficit. If
       there is a Deficit, please properly identify the amounts as a negative.
Please revise.
20.    Please revise the title or line items in the tables on page 222 and 227
to title or describe
       the adjusted amounts as the    net tangible book value per share, as
adjusted    and not as a
          pro forma    measure, which could mislead investors since target
company assets are not
       included in the calculation. See footnote 291 of SEC Release No.
33-11265. An objective
       of the dilution disclosure required by Item 1604(c) is to depict the
amount of net assets
       that the SPAC will contribute to the post-combination entity. In this
regard, consider
       revising your statement on your page 227 stating that the table shows
the net tangible
       book value after the Business Combination.
21.    Please consider combining the Dilution Table on page 222 with your pro
forma net
       tangible book value table on page 227 to present the dilution
calculation. The table must
       show the nature and amounts of each source of dilution used to determine
net tangible
       book value per share, as adjusted; the number of shares used to
determine net tangible
       book value per share, as adjusted; and any adjustments to the number of
shares used to
       determine the per share component of net tangible book value per share,
as adjusted. In
       addition, the net tangible book value, unadjusted, (i.e., -2,569,901)
should equal the net
       assets of the SPAC that excludes the redeemable common stock classified
as temporary
       equity. Further, the Dilution Table or the pro forma net tangible book
value table will
       show the amount that is being reclassified from the trust account or
temporary equity into
       the permanent equity of the company in order to calculate the net
tangible book value per
       share, as adjusted.
 September 27, 2024
Page 5
22.    On page 225, you provide that the information in the dilution table is
 based on a number
       of assumptions.    Outside of the table, please describe the assumptions
in further detail
       and describe any models, methods, estimates and parameters to understand
the tabular
       disclosure. Refer to Regulation S-K Item 1604(c)(2).
23.    We note that the table does not include 75% and 100% redemption
scenarios as they
       would result in 25% or no funds left in the trust account. Please revise
to disclose whether
       these scenarios would likely result in a failure to satisfy the minimum
cash condition of
       the business combination agreement and an inability to proceed with the
consummation of
       the business combination.
Information About RET
RET's Management Team and Board, page 258

24.    With respect to RET's current management team and board, please revise
to disclose the
       current directors and officers of RET. Please ensure this discussion
confirms when
       Christopher Riley became CEO of RET. In this regard, disclosure on page
169 states that
       RET engaged Mr. Riley as CEO on January 25, 2024 while disclosure on
page 279 could
       be read to state that Mr. Riley will not become the CEO of RET until
after the business
       combination. Additionally, we note that Mr. Riley is not currently
included as a signatory
       on RET's signature page. Please advise whether he intends to sign the
registration
       statement, and if not, tell us why you believe his signature is not
required.
Use of Proceeds, page 266

25.    Please revise to disclose here, or elsewhere as applicable, RET's
current plans for the
       funds to be received as a result of the Business Combination. Without
limitation, the
       disclosure should specify the amounts that are planned to be allocated
to support the
       development and organic growth of its ionization rainfall generation
platform or other
       initiatives.
Description of Holdco's Securities, page 286

26.    You state here that the dual class structure will terminate earlier than
five years "in certain
       circumstances." Please revise to summarize these circumstances here.
Notes to Financial Statements
Note 2   Summary of Significant Accounting Policies
Income Taxes, page F-33

27.    Please disclose the nature of your franchise tax that is currently
presented in your
       statement of operations. Refer to ASC 740-10-15-4. In addition, revise
to provide the
       disclosures required by ASC 740-10-50 if material.
Equipment, page F-36

28.    Tell us and revise to disclose your research and development expense
policy. Refer to
       ASC 730-10-50-1. In this regard, please clarify why you have no research
and
       development expense recognized while you have developed your equipment
and your
       technology.
 September 27, 2024
Page 6
Intangible Assets, page F-36

29.    Please revise to disclose your impairment loss policy for both types of
intangible assets.
       Refer to ASC 350-30-35-14 and 35-18.
General

30.    We note references to the Holdco as both "Rain Enhancement Technologies
Holdco, Inc."
       and "Rain Enhancement Technologies Holdings, Inc." Please revise for
consistency
       throughout.

       Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at
202-551-3488 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Marion Graham at 202-551-6521 or Mitchell Austin at 202-551-3574 with
any other
questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Technology
cc:   Stephen Doyle