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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 |
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 |
