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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 30, 2025

 

 

 

Green Rain Energy Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Wyoming 000-28379 88-0395372
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

 

8549 Wilshire Blvd. Suite 1216  
Beverly Hills, California 90211
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (310) 228-8897

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
     

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

   

 

 

Item 1.02 Termination of a Material Definitive Agreement.

 

Rescission of Arowana Media Holdings Transaction

 

On September 30, 2025, Green Rain Energy Holdings, Inc. (“GREH”) and Arowana Media Holdings, Inc. (“Arowana”) mutually agreed to rescind the previously announced Purchase and Sale Agreement. Under the original terms, GREH sold all issued and outstanding shares of M Love Vintage Holdings, Inc. to Arowana in exchange for a control block representing approximately 65.7% of Arowana’s outstanding shares to be issued to Green Rain Solar, Inc., a GREH subsidiary.

 

As part of the rescission, ownership of Arowana Media Holdings, Inc. has reverted to its prior owner, Mr. Mark Newbauer, and GREH has cancelled its outstanding convertible note with Mr. Newbauer, thereby extinguishing any related obligations. No shares of Arowana Media Holdings were issued or transferred to GREH or its affiliates, and all rights, title, and interest in M Love Vintage Holdings, Inc. remain with GREH.

 

The rescission has no material adverse effect on the Company’s financial position or operations and is disclosed herein as a subsequent event following the period covered by this Offering Statement.

 

Item 8.01 Other Events.

 

On September 30, 2025, the Board of Directors of M Love Vintage (the “Company”) adopted a resolution rescinding the previously executed agreement pertaining to the sale of M Love Vintage, Inc. to Arowana Media Holdings, Inc. Pursuant to this rescission, all rights, title, and interest in M Love Vintage, Inc. remain with the Company, and any prior agreements, understandings, or obligations related to the sale were rendered null and void as of that date.

 

The rescission did not result in a gain or loss to the Company and has no material impact on the consolidated financial statements for the year ended December 31, 2025. Management has evaluated the transaction and determined that the rescission represents a non-recognized subsequent event under ASC 855, Subsequent Events, requiring disclosure but not adjustment to the accompanying financial statements.

 

The Company believes this action is in the best interests of its shareholders and positions M Love Vintage for independent growth and strategic direction.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1   Board Resolution of M Love Vintage dated September 30, 2025 rescinding the sale to Arowana Media Holdings, Inc.
99.2   Rescission Letter Date: September 30, 2025
104   Cover Page Interactive Data File

 

 

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

  GREEN RAIN ENERGY HOLDINGS INC.
     
     

October 10, 2025

 By:   /s/ Alfredo Papadakis
       Name: Alfredo Papadakis
       Title: President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

Exhibit 99.1

 

BOARD RESOLUTION

OF

GREEN RAIN ENERGY HOLDINGS, INC.

 

Date: September 30, 2025

 

At a meeting of the Board of Directors of Green Rain Energy Holdings, Inc. (the “Company”), duly held in accordance with applicable corporate law, the following resolutions were adopted:

 

WHEREAS, the Company previously entered into a Purchase and Sale Agreement (the “Agreement”) with Arowana Media Holdings, Inc. (“Arowana”), whereby the Company sold all issued and outstanding shares of M Love Vintage Holdings, Inc. (“MLV”) in exchange for a control block representing approximately 65.7% of Arowana’s outstanding shares to be issued to Green Rain Solar, Inc., a subsidiary of the Company;

 

WHEREAS, the Board of Directors has determined that it is in the best interests of the Company and its shareholders to rescind the Agreement in its entirety and restore the ownership of M Love Vintage Holdings, Inc. to the Company;

 

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby approves and authorizes the rescission of the Purchase and Sale Agreement between the Company and Arowana Media Holdings, Inc., effective September 30, 2025, and declares that such Agreement and all related obligations are null and void as of that date;

 

FURTHER RESOLVED, that all rights, title, and interest in M Love Vintage Holdings, Inc. shall remain with Green Rain Energy Holdings, Inc., and that ownership of Arowana Media Holdings, Inc. shall revert to its prior owner, Mr. Mark Newbauer;

 

FURTHER RESOLVED, that the Company’s outstanding convertible note with Mr. Newbauer is hereby canceled in full, and all obligations thereunder are extinguished as of September 30, 2025;

 

FURTHER RESOLVED, that management has determined that the rescission has no material impact on the Company’s consolidated financial statements and constitutes a non-recognized subsequent event under ASC 855, requiring disclosure but not adjustment in the Company’s financial statements for the fiscal year ended December 31, 2025;

 

FURTHER RESOLVED, that the officers of the Company are hereby authorized and directed to take all necessary and proper actions to implement this resolution, including but not limited to execution of a written rescission agreement, public disclosure through a Current Report on Form 8-K, and notification to all relevant parties;

 

IN WITNESS WHEREOF, the undersigned, being all of the directors of Green Rain Energy Holdings, Inc., have executed this resolution as of the date first written above.


DIRECTORS:

 


______________________________
Alfredo Papadakis, Director & President

 

Exhibit 99.2

 

 

GREEN RAIN ENERGY HOLDINGS, INC.

8549 Wilshire Blvd., Beverly Hills, CA 90211

Tel: (310) 228-8897 | Email: president@greenrainenergy.com



RESCISSION LETTER

Date: September 30, 2025

 

TO:
Mr. Mark Newbauer
Arowana Media Holdings, Inc.
[Address on record]

 

FROM:
Green Rain Energy Holdings, Inc. (“GREH”)

 

RE: Rescission of Purchase and Sale Agreement – M Love Vintage Holdings, Inc.

 

Dear Mr. Newbauer,

 

This letter memorializes the mutual agreement between Green Rain Energy Holdings, Inc. (“GREH”) and Arowana Media Holdings, Inc. (“Arowana”) to rescind the previously executed Purchase and Sale Agreement (the “Agreement”), under which GREH sold all issued and outstanding shares of M Love Vintage Holdings, Inc. (“MLV”) to Arowana in exchange for a control block representing approximately 65.7% of Arowana’s outstanding shares to be issued to Green Rain Solar, Inc., a GREH subsidiary.

 

Pursuant to the mutual rescission, effective September 30, 2025, the parties hereby agree as follows:

 

1. Rescission of Agreement – The Agreement and all related documents, rights, and obligations arising therefrom are hereby rescinded, canceled, and rendered null and void as of the effective date.

 

2. Restoration of Ownership – All rights, title, and interest in M Love Vintage Holdings, Inc. shall remain with GREH, and ownership of Arowana Media Holdings, Inc. shall revert to its prior owner, Mr. Mark Newbauer.

 

3. Cancellation of Convertible Note – GREH has canceled its outstanding convertible note with Mr. Newbauer, thereby extinguishing any and all related liabilities, claims, or contingent rights associated with that instrument.

 

4. Non-Issuance of Shares – No shares of Arowana Media Holdings, Inc. were issued or transferred to GREH, Green Rain Solar, Inc., or any GREH affiliate in connection with the rescinded transaction.

 

5. Financial and Legal Effects – The rescission has no material adverse effect on GREH’s financial position or operations and will be disclosed as a non-recognized subsequent event under ASC 855, Subsequent Events, in GREH’s financial statements for the year ended December 31, 2025.

 

Please confirm acknowledgment of this rescission by signing below.

 

Sincerely,

Green Rain Energy Holdings, Inc.

 

 

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By: _______________________________
Alfredo Papadakis
President and Director