Rain Cage Carbon Receives 27M Shares of PHCI as In-Kind License Payment

Rhea-AI Filing Summary

Rain Cage Carbon Inc. acquired 27,000,000 common shares of Panamera Holdings Corp, representing 33.86% of the outstanding common stock at the time of the transaction. The shares were issued as a partial in-kind payment to Rain Cage Carbon for an exclusive license to Rain Cage Carbon Technologies covering the United States and Mexico. Rain Cage Carbon reports sole voting and dispositive power over the shares, and lists its principal business as carbon capture and production of graphitic carbon and derived products. The filing indicates no legal proceedings and no other transactions reported.

Positive

• Material strategic partnership: Rain Cage Carbon received an exclusive license for the U.S. and Mexico, potentially enabling commercialization of its technologies through Panamera.
• Significant alignment of interests: Issuing equity as in-kind payment ties Rain Cage Carbon's success to Panamera's performance.
• Clear ownership disclosure: Filing states sole voting and dispositive power for the 27,000,000 shares, improving transparency.

Negative

• Large ownership concentration: The 33.86% stake gives Rain Cage Carbon substantial influence, which may affect corporate governance and minority shareholder dynamics.
• Lack of economic detail: The filing does not disclose valuation, price per share, or contractual terms of the license, limiting assessment of dilution and deal economics.
• Missing contractual exhibits: No license agreement, milestones, or performance covenants are attached, leaving material terms unspecified.

Insights

Financial Analyst

TL;DR: A material equity stake (33.86%) was issued as payment for an exclusive regional license, creating a significant ownership position.

The issuance of 27 million shares as partial in-kind consideration is a material change to the issuer's capital structure because it confers sole voting and dispositive power to Rain Cage Carbon over roughly one-third of the company. That level of ownership can affect governance, strategic direction, and potential future financing dynamics. The filing contains no financial metrics such as valuation, price per share, or debt implications, limiting assessment of dilution and economic impact. Investors should note the transaction is described as payment for intellectual property rights covering the U.S. and Mexico, which may align operationally but also concentrates voting power in a strategic partner.

M&A / Corporate Transactions Specialist

TL;DR: Equity issued in exchange for an exclusive license is a strategic, non-cash consideration that materially alters ownership stakes.

Structuring an exclusive regional license as partial in-kind consideration is a common mechanism to align incentives between technology owner and operator. Granting 33.86% of outstanding shares is sizable and likely negotiated to reflect expected future value from the licensed technology in the U.S. and Mexico. The filing does not disclose deal economics, milestones, or performance covenants, which are important to evaluate accretion and long-term control effects. Without those contract details, the full transactional implications remain unclear.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Panamera Holdings Corp

(Name of Issuer)

Common

(Title of Class of Securities)

69829Y109

(CUSIP Number)

T. Benjamin Jennings
2000 West Loop South, Suite 1820,
Houston, TX, 77056
872-222-3377

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/01/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 69829Y109

1

Name of reporting person

Rain Cage Carbon Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ALBERTA, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 27,000,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 27,000,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

27,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

33.9 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common
(b)	Name of Issuer: Panamera Holdings Corp
(c)	Address of Issuer's Principal Executive Offices: 2000 WEST LOOP SOUTH, SUITE 1820, HOUSTON, TEXAS , 77056.
Item 2.	Identity and Background
(a)	Rain Cage Carbon Inc.
(b)	1620 - 444 5 Avenue SW Calgary, Alberta, Canada T2P 2T8
(c)	Carbon capture, creation of graphitic carbon and products derived from this carbon such as power generators.
(d)	No.
(e)	No.
(f)	Incorporation: Alberta, Canada
Item 3.	Source and Amount of Funds or Other Consideration
	Shares are granted by Panamera Holdings Corp to Rain Cage Carbon Inc. as a partial in-kind payment of the Exclusive License of Rain Cage Carbon Technologies granted to Panamera Holdings for the regions of the United States and Mexico.
Item 4.	Purpose of Transaction
	Partial payment of license fee for Rain Cage Technologies exclusive U.S. and Mexico license.
Item 5.	Interest in Securities of the Issuer
(a)	27,000,000 common shares which is 33.86% of outstanding common shares at time of transaction
(b)	Sole power to vote: 27,000,000 Sole power to dispose: 27,000,000
(c)	No transactions.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Rain Cage Carbon Inc.

Signature:	Blair Aiken
Name/Title:	Chairman
Date:	09/18/2025

FAQ

What stake did Rain Cage Carbon acquire in Panamera Holdings Corp (PHCI)?

Rain Cage Carbon acquired 27,000,000 common shares, representing 33.86% of Panamera's outstanding common stock at the time of the transaction.

How were the shares issued to Rain Cage Carbon reported in the filing?

The shares were reported as an in-kind payment, issued as partial consideration for an exclusive license to Rain Cage Carbon Technologies covering the United States and Mexico.

Does Rain Cage Carbon have voting control over the shares it acquired?

Yes, the filing states Rain Cage Carbon has sole voting power and sole dispositive power over the 27,000,000 shares.

What is Rain Cage Carbon's business as described in the filing?

The filing describes Rain Cage Carbon's business as carbon capture, creation of graphitic carbon and products derived from this carbon such as power generators.

Are there any legal proceedings disclosed against Rain Cage Carbon in the filing?

No. The filing indicates no legal proceedings are required to be disclosed under the relevant items.