November 15, 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.
           Rain Enhancement Technologies, Inc.
           Amendment No. 2 to Draft Registration Statement on Form S-4
           Submitted November 5, 2024
           CIK No. 0002028293
Dear Paul Dacier and Paul Dacier:

     We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to
comments in
our September 27, 2024 letter.
 November 15, 2024
Page 2
Amendment No. 2 to Draft Registration Statement on Form S-4
Questions and Answers About the Business Combination
Q. What are the reasons for the structure and timing of the Business
Combination?, page 16

1.     We note the revisions made in response to prior comment 5, including
your statement
       that the multiple-merger structure was chosen by the parties for
business, legal and
       accounting reasons. Please revise to further explain these business,
legal and
       accounting reasons, including a discussion of the timing of the de-SPAC
       transaction. Refer to Item 1605(b)(3) of Regulation S-K.
The Business Combination, page 199

2.     We note the revisions made in response to prior comment 12, including
your
       statement that the amount of working capital is expected to decrease as
redemptions
       increase. Please revise your discussion here and in your MD&A to present
the
       anticipated liquidity position of the combined company following the
de-SPAC,
       including the amount of cash on hand, at various redemption level
scenarios that
       would satisfy the Minimum Cash Condition without additional financing.
Stifel's Waiver of its Deferred Compensation, page 203

3.     We note your response to prior comment 7. Please revise your discussion
here and in
       your risk factors to highlight the unusual nature of such a fee waiver
and any impact it
       may have on the evaluation of this transaction. Additionally, we note
your disclosure
       that Coliseum has no other contractual relationships with Stifel. Please
revise this
       statement to clarify that certain provisions of the Underwriting
Agreement between
       Coliseum and Stifel were not waived and continue to operate.
Dilution, page 241

4.     We note that the table beginning on page 241 appears to now include
redemption
       levels that would result in less $10 million in the Trust Account.
Please revise so that
       the table and other disclosures in this section only reflect redemption
levels that would
       result in at least $10 million in the Trust Account, such that the
Minimum Cash
       Condition of the Business Combination Agreement would be satisfied
without
       additional financing. Also, please ensure your disclosure clearly states
the redemption
       level at which you would be unable to satisfy the Minimum Cash Condition
without
       additional financing.
General

5.     You disclose that Holdco intends to apply for listing on Nasdaq and that
it is a
       condition to RET's obligations to consummate the Business Combination
that the
       Holdco Class A Common Stock is approved for listing on Nasdaq. You also
note that
       there can be no assurance such listing condition will be met and note
that the Business
       Combination may not be consummated unless such condition is waived by
RET.
       Please:
           Revise to clarify whether Holdco has applied for listing on Nasdaq,
and if so, on
           which tier it has applied for listing;
           Revise to state whether Holdco believes it will satisfy the initial
listing
 November 15, 2024
Page 3

           requirements of Nasdaq, and if so, which tier's initial listing
requirements it
           believes it will satisfy;
             Revise to clarify whether Coliseum shareholders will be notified
prior to the
           Extraordinary General Meeting if Holdco has not received from Nasdaq
           either confirmation of the listing of the Holdco Class A Common
Stock or
           confirmation that approval will be obtained prior to the
consummation of the
           Business Combination. If Coliseum shareholders will receive such a
notice, please
           clarify when and how this notice will be delivered to Coliseum
shareholders;
             Revise to clarify whether RET may waive the Nasdaq closing
condition after the
           Extraordinary General Meeting;
             Revise to clarify how any waiver of the Nasdaq closing condition
will be
           communicated to shareholders; and
             Lastly, please explain why you removed the Nasdaq Listing
Condition
           Redemptions Scenario.

       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 J. Doyle