Green Rain Energy Holdings Inc. (Form: 8-K, Received: 11/12/2025 06:03:32)

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): November 10, 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. ☐

Section 8 — Other Events

Item 8.01. Other Events.

On November 10, 2025, Green Rain Energy Holdings Inc. (OTC: GREH) (the “Company”) announced that the Financial Industry Regulatory Authority (FINRA) has confirmed November 14, 2025 as the official review and record date for the Company’s previously approved Special Common Stock Dividend.

This confirmation follows the formal submission of all required corporate-action documentation by the Company’s legal counsel, Lucosky Brookman LLP, a nationally recognized law firm specializing in securities, FINRA matters, and corporate compliance.

The Company’s Special Dividend represents a strategic, shareholder-focused initiative designed not only to reward long-term investors but also to address persistent unregulated short-selling activity that has affected numerous emerging public companies across U.S. markets.

“This is a defining moment for Green Rain Energy,” said Alfredo Papadakis, Chief Executive Officer of Green Rain Energy Holdings Inc. “We have worked meticulously with Lucosky Brookman LLP and FINRA to ensure every aspect of this dividend is compliant, transparent, and beneficial to our shareholders. The November 14th date marks more than a procedural milestone — it marks a turning point in our ongoing commitment to integrity and market fairness.”

Under the Board-approved plan:

- Shareholders of record as of November 14, 2025 will receive one (1) restricted common share for every one hundred (100) common shares held.
- No fractional shares will be issued; fractional entitlements will be rounded up to the nearest whole share.
- The dividend is expected to qualify as tax-free for U.S. federal income tax purposes, to the extent permitted under applicable law.
- No shareholder action is required to receive the distribution.

The Board and management reaffirm that this initiative reflects Green Rain Energy’s continuing commitment to transparency, regulatory integrity, and long-term shareholder value as the Company advances its leadership in the clean-energy and technology sectors.

Copies of the Board Resolution and Shareholder Written Consent, each dated October 10, 2025, are attached hereto and incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description
99.1		Board Resolution of Green Rain Energy Holdings Inc. dated October 10, 2025
99.2		Shareholder Written Consent in Lieu of a Special Meeting of Shareholders dated October 10, 2025
104		Cover Page Interactive Data File

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. A Wyoming Corporation


November 10, 2025	By:	/s/ Alfredo Papadakis
		Alfredo Papadakis
		President

Exhibit 99.1

BOARD RESOLUTION OF

GREEN RAIN ENERGY HOLDINGS INC.

DATED: OCTOBER 10, 2025

WHEREAS, the Board of Directors of Green Rain Energy Holdings Inc. (the “Company”) previously approved a Special Common Stock Dividend to reward shareholders for their continued support of the Company’s renewable energy and clean technology initiatives;

WHEREAS, the Board has determined that it is in the best interest of the Company and its shareholders to extend the Record Date for the Special Common Stock Dividend in order to accommodate necessary regulatory clearances and provide additional opportunity for shareholder participation;

NOW, THEREFORE, BE IT RESOLVED, that the Record Date for determining shareholders entitled to receive the Special Common Stock Dividend is hereby extended to November 15, 2025, subject to FINRA approval;

FURTHER RESOLVED, that each shareholder of record as of the new Record Date shall receive one (1) restricted common share for every one hundred (100) common shares held, with all fractional share entitlements to be rounded up to the nearest whole share;

FURTHER RESOLVED, that the Special Common Stock Dividend shall be tax-free for U.S. federal income tax purposes, to the extent permitted under applicable law;

FURTHER RESOLVED, that no action shall be required from shareholders to receive the dividend, and that the distribution shall remain subject to standard regulatory conditions to be satisfied prior to issuance;

FURTHER RESOLVED, that the Chief Executive Officer, Mr. Alfredo Papadakis, and any authorized officers of the Company are hereby empowered and directed to take all necessary actions, execute all documents, and make all required filings to effectuate the foregoing resolutions, including coordination with FINRA, transfer agents, and applicable regulatory authorities;

FURTHER RESOLVED, that this resolution shall be effective immediately upon adoption and entered into the minutes of the Company.

IN WITNESS WHEREOF, the undersigned members of the Board of Directors of Green Rain Energy Holdings Inc. have executed this resolution as of the date first written above.

Director Name	Signature	Date

Alfredo Papadakis	/s/ Alfredo Papadakis	October 10, 2025

Exhibit 99.2

GREEN RAIN ENERGY HOLDINGS, INC.

(OTC: GREH)

SHAREHOLDER WRITTEN CONSENT
IN LIEU OF A SPECIAL MEETING OF SHAREHOLDERS
DATED: OCTOBER 10, 2025

The undersigned, being the holders of a majority of the issued and outstanding shares of common stock of Green Rain Energy Holdings, Inc., a Wyoming corporation (the “Company”), acting pursuant to the applicable provisions of the Wyoming Business Corporation Act and the Company’s Bylaws, hereby consent in writing to the adoption of the following resolutions in lieu of holding a meeting of shareholders:

WHEREAS

The Board of Directors of the Company has approved the extension of the Record Date for the previously approved Special Common Stock Dividend to reward shareholders and support the Company’s ongoing expansion in the renewable energy and clean technology sectors;

Under the terms of the approved plan, shareholders shall receive one (1) restricted common share for every one hundred (100) common shares held as of the new Record Date, November 15, 2025, subject to FINRA approval;

No fractional shares shall be issued and all entitlements will be rounded up to the nearest whole share;

The Board of Directors believes this dividend extension reflects the Company’s continued commitment to creating long-term shareholder value as it advances its leadership in the clean energy revolution;

NOW, THEREFORE, BE IT RESOLVED

That the shareholders hereby ratify and approve the Board of Directors’ action to extend the Record Date for the Special Common Stock Dividend to November 15, 2025, as disclosed in the Company’s public announcement dated October 10, 2025;

That the shareholders acknowledge and approve that the dividend distribution shall remain subject to FINRA review and regulatory approval, and that no shareholder action is required to receive such dividend;

That the officers of the Company are hereby authorized and directed to take any and all further actions, execute all documents, and make such filings as may be necessary or appropriate to effectuate the foregoing resolutions and to comply with applicable securities laws and regulations.

IN WITNESS WHEREOF, the undersigned shareholders have executed this Written Consent as of the date first written above.

Name of Shareholder: _____________________________________

Number of Shares Held: ___________________________________

Signature: _____________________________________________

Date: ________________________

ACCEPTED AND ACKNOWLEDGED BY:

GREEN RAIN ENERGY HOLDINGS, INC.
A Wyoming Corporation

By: ___________________________________________

Alfredo Papadakis
Chief Executive Officer

Date: ________________________