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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): 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 |
