November 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.
           Rain Enhancement Technologies, Inc.
           Registration Statement on Form S-4
           Filed November 25, 2024
           Amendment No. 1 to Registration Statement on Form S-4
           Filed November 25, 2024
           File No. 333-283425
Dear Paul Dacier and Paul Dacier:

       We have reviewed your registration statement and have the following
comment.

        Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-4
Unaudited Condensed Consolidated Statements of Cash Flows , page F-60

1.     We note you present net loss for the nine months ended September 30,
2024 as
       $(3,363,774). However, your net loss for the nine months ended September
30, 2024
       is $(2,510,931) in your statements of operations. It appears that the
statements of
 November 27, 2024
Page 2

       operation (your page F-58) for the nine month period ending September
30, 2024 is
       not accurate. The amounts presented in that statement do not agree to
the amounts
       presented in your pro forma condensed combined statement of operations
on page
       235. Please revise.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       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