Series B gains 99% voting control after Green Stream (GSFI) redomicile

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Green Stream Holdings, Inc. completed a redomicile from Wyoming to California and adopted new California bylaws. The authorized capital stock now totals 1,012,000,000 shares, including 1,000,000,000 shares of common stock and 12,000,000 shares of preferred stock divided into Series A, B, and C.

The bylaws give holders of Series B Preferred Stock, voting as a class, 99% of total shareholder voting power on all matters. Series A and Series C Convertible Preferred Stock are convertible into common stock at 1,000 shares of preferred for one share of common, subject to a 9.99% beneficial ownership limitation. Shareholders do not have preemptive rights unless authorized by the Board, and cumulative voting for directors is not permitted. The Board confirmed that all shareholders and their ownership percentages continued uninterrupted through the redomicile.

Positive

None.

Negative

Series B voting dominance: Series B Preferred Stock, voting as a class, is entitled to 99% of total shareholder voting power on all shareholder matters, sharply limiting the effective influence of common shareholders and other classes.
Reduced minority protections: The new bylaws state shareholders have no preemptive rights unless the Board authorizes them and that cumulative voting for director elections is not permitted, narrowing typical minority-holder safeguards.

Insights

Redomicile concentrates voting power and narrows minority holder rights.

Green Stream Holdings, Inc. shifted its legal home to California and adopted new bylaws that restructure control. The key change is that Series B Preferred Stock, voting as a class, holds 99% of total shareholder voting power on all matters.

This creates a highly concentrated governance structure where common shareholders and other classes have very limited influence, regardless of how many common shares are outstanding. The bylaws also remove default preemptive rights and do not allow cumulative voting for directors, further constraining minority holder tools.

Series A and Series C Convertible Preferred Stock convert into common at 1,000 preferred shares for one common share, with a 9.99% beneficial ownership limitation. The Board resolutions emphasize continuity of ownership through the redomicile, but the practical balance of power now rests with the Series B class under the new California framework.

8-K Event Classification

4 items: 3.03, 5.03, 8.01, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Total authorized capital stock: 1,012,000,000 shares Authorized common stock: 1,000,000,000 shares Authorized preferred stock: 12,000,000 shares +3 more

6 metrics

Total authorized capital stock 1,012,000,000 shares Authorized capital under new California bylaws

Authorized common stock 1,000,000,000 shares Common stock, par value $0.001 per share

Authorized preferred stock 12,000,000 shares Preferred stock, par value $0.001, Series A, B, C

Series B voting power 99% of total voting power Series B holders voting as a class on all matters

Preferred-to-common conversion rate 1,000:1 Series A and C Preferred to one share of common stock

Beneficial ownership cap 9.99% Limit on ownership upon conversion of Series A and C

Key Terms

redomicile, Series B Preferred Stock, beneficial ownership limitation, preemptive rights, +1 more

5 terms

redomicile regulatory

"completed a redomicile from the State of Wyoming to the State of California"

Redomicile is when a company legally moves its “home” from one country or jurisdiction to another while keeping its business operations largely the same. For investors it matters because the move can change tax rules, legal protections, corporate governance, and the ease of trading shares—similar to a person changing their legal residence to gain different benefits or follow different laws, which can affect value and risk.

Series B Preferred Stock financial

"holders of the Company's Series B Preferred Stock, voting as a class, are entitled to 99% of the total shareholder voting power"

Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.

beneficial ownership limitation financial

"subject to a 9.99% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

preemptive rights financial

"shareholders shall not have preemptive rights unless specifically authorized by the Board of Directors"

cumulative voting regulatory

"cumulative voting for the election of directors is not permitted"

A voting system for electing a company's board where each shareholder can pool all their votes and cast them for one or more board candidates rather than spreading votes evenly. Think of it like having 100 stickers you can put all on one favorite class representative instead of giving one sticker to each candidate. It matters to investors because it gives minority holders a realistic chance to secure board representation and influence company decisions, affecting governance, strategy and therefore investment value.

Understanding 8-K Material Events →

04/08/2026 - 01:18 PM

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): March 19, 2026

GREEN STREAM HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

California

000-53279

20-1144153

(State or other jurisdiction

of incorporation)

(Commission

file number)

(I.R.S. Employer

Identification Number)

8549 Wilshire Blvd, Suite 1216

Beverly Hills, CA 90211

(Address of principal executive offices)

(307) 485-1009

(Registrant’s telephone number, including area code)

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))

Item 3.03. Material Modification to Rights of Security Holders.

On March 19, 2026, Green Stream Holdings, Inc. (the "Company") completed a redomicile from the State of Wyoming to the State of California (the "Redomicile"). In connection with the Redomicile, the Company adopted new bylaws under California law.

As reflected in the Company's California bylaws, the Company's authorized capital stock consists of 1,012,000,000 shares, comprised of (i) 1,000,000,000 shares of common stock, par value $0.001 per share, and (ii) 12,000,000 shares of preferred stock, par value $0.001 per share, divided into Series A, Series B, and Series C Convertible Preferred Stock.

The bylaws provide that the holders of the Company's Series B Preferred Stock, voting as a class, are entitled to 99% of the total shareholder voting power on all shareholder matters, regardless of the number of shares of common stock or other voting securities issued and outstanding. The bylaws further provide that the Series A Convertible Preferred Stock and Series C Convertible Preferred Stock are convertible into common stock at a rate of 1,000 shares of preferred stock for one share of common stock, in each case subject to a 9.99% beneficial ownership limitation.

The bylaws also provide that shareholders shall not have preemptive rights unless specifically authorized by the Board of Directors, and that cumulative voting for the election of directors is not permitted.

The foregoing description of the bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the bylaws, which are filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective March 19, 2026, the Company completed the Redomicile from Wyoming to California and adopted new bylaws as a California corporation.

The bylaws set forth, among other things, provisions relating to the Company's name, duration, purpose, authorized capital stock, rights and preferences of common stock and preferred stock, shareholder voting, shareholder action by written consent, limitation of liability of directors, indemnification of directors and officers, registered agent and principal office, severability, and amendment procedures.

The foregoing description of the bylaws is qualified in its entirety by reference to the full text of the bylaws filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01. Other Events.

On March 19, 2026, the Board of Directors of the Company adopted resolutions confirming the Company's redomicile from Wyoming to California and recognizing the continuity of the Company's shareholders and capital structure following the Redomicile.

The Board resolutions confirm that all issued and outstanding shares of the Wyoming entity were automatically continued, transferred, and recognized as issued and outstanding shares of the California entity upon the effectiveness of the Redomicile. The resolutions further confirm that all shareholders of record immediately prior to the Redomicile remain shareholders of the Company with the same rights, preferences, privileges, and ownership percentages previously held, without interruption, modification, or impairment of their ownership interests.

The Board resolutions also authorize the officers of the Company to take all actions necessary or appropriate to update corporate records, notify transfer agents, and ensure compliance with applicable state, federal, and securities market requirements relating to the Redomicile.

The foregoing description of the Board resolutions is qualified in its entirety by reference to the full text of the resolutions filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1	Board Resolution Confirming Redomicile and Recognition of Shareholders of Record, dated March 19, 2026
3.2	Bylaws of Green Stream Holdings, Inc. (California)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GREEN STREAM HOLDINGS INC.

Date: April 8, 2026	By:	/s/ Nan Yang
	Name: Nan Yang
	Title: Sole Director, Secretary, and Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What corporate change did Green Stream Holdings (GSFI) implement on March 19, 2026?

Green Stream Holdings completed a redomicile from Wyoming to California on March 19, 2026. At the same time, it adopted new California bylaws governing its name, purpose, capital structure, voting rights, director liability limits, indemnification, and amendment procedures.

How many shares is Green Stream Holdings (GSFI) now authorized to issue?

The company’s authorized capital stock now totals 1,012,000,000 shares. This consists of 1,000,000,000 shares of common stock with $0.001 par value and 12,000,000 shares of preferred stock with $0.001 par value divided into Series A, Series B, and Series C.

Who holds most of the voting power at Green Stream Holdings (GSFI) under the new bylaws?

Holders of Series B Preferred Stock, voting as a class, are entitled to 99% of the total shareholder voting power. This applies to all shareholder matters, regardless of how many common or other voting securities are issued and outstanding under the new California bylaws.

How do Green Stream Holdings (GSFI) preferred shares convert into common stock?

The bylaws provide that Series A and Series C Convertible Preferred Stock convert into common stock at 1,000 shares of preferred for one share of common. Each conversion is also subject to a 9.99% beneficial ownership limitation on the resulting common stock position.

Do Green Stream Holdings (GSFI) shareholders have preemptive or cumulative voting rights?

Shareholders do not have preemptive rights unless the Board of Directors specifically authorizes them. The bylaws also state that cumulative voting for the election of directors is not permitted, so votes for directors are cast on a standard non-cumulative basis.

Were Green Stream Holdings (GSFI) shareholder interests changed by the redomicile?

Board resolutions state that all issued and outstanding shares of the Wyoming entity automatically continued as shares of the California entity. Shareholders of record immediately before the redomicile remain shareholders with the same rights, preferences, privileges, and ownership percentages, without interruption or impairment.

Filing Exhibits & Attachments

5 documents