8-K - GREH - Equibles

UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported): October 1,2025

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.)
8549Wilshire Blvd. Suite 1216	****
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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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 8.01 Other Events

On October 1^st^ 2025 Green Rain Energy Holdings , Inc. (the “Registrant”) issued a press release regarding extending its Record Date for eligibility to participate in a Common Stock Dividend. The press release is attached hereto as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release dated October 1, 2025
99.2	Press Release dated October 1, 2025
104	Cover Page Interactive Data File

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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 1, 2025	By:	/s/ Alfredo Papadakis
		Name: Alfredo Papadakis
		Title: President

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Exhibit 99.1

Correction: Green Rain Energy Holdings (OTCID: $GREH) Extends Cut-Off Date To BeEligible For Upcoming Issuance Of Special Common Stock Dividend

BEVERLY HILLS, CA—October 1st, 2025 Green Rain Energy Holdings (OTCID $GREH) ("the Company"), an emerging ESCO company in the clean tech space, recently announced that its Board of Directors has extended the Record Date for eligibility to participate in a Common Stock Dividend. The dividend was previously approved as a special stock dividend (the “Distribution”) to Green Rain Energy Holdings stockholders of one share of restricted common stock for every 100 shares of common stock presently owned. The board has authorized a stock dividend of one share (1) of the Company’s restricted stock, par value $0.001, for each one hundred (100) shares of Common Stock held on November 15, 2025 (the “Record Date”), pending FINRA approval.

No fractional shares of common stock will be distributed. Instead, Green Rain Energy stockholders will receive a number rounded to the next highest number. The Distribution is intended to qualify as tax-free to Green Rain Energy Shareholders for U.S. federal income tax purposes.

No vote or action is required by Green Rain Energy stockholders in order to receive the Distribution, which is subject to certain customary conditions, which conditions are expected to be satisfied on or before the distribution date.

About Green Rain Energy Holdings Inc. (OTCID:GREH)

Green Rain Energy Holdings Inc. is a renewable energy company focused on developing and deploying sustainable power solutions across North America. Through its subsidiaries and partnerships, the company is working to revolutionize clean energy infrastructure, from solar generation to EV charging networks, with a mission to drive environmental responsibility and create lasting shareholder value.

For more information, visit: https://greenrainenergy.com/

Investor Relations: https://greenrainenergy.com/investor-relations/

Legal Notice Regarding Forward-Looking Statements:

This press release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and is subject to the safe harbor created by those sections. This material contains statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. This includes the possibility that the business outlined in this press release may not be concluded due to unforeseen technical, installation, permitting, or other challenges. Such forward-looking statements involve risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of Green Rain Energy Holdings to differ materially from those expressed herein. Except as required under U.S. federal securities laws, Green Rain Energy Holdings undertakes no obligation to publicly update any forward-looking statements as a result of new information, future events, or otherwise.

For press inquiries, please contact:

Michael Cimino

Michael@pubcopr.com

Exhibit 99.2

Correction: Green Rain Energy Holdings (OTCID: $GREH) Extends Cut-Off Date To BeEligible For Upcoming Issuance Of Special Common Stock Dividend

BEVERLY HILLS, CA—October 1st, 2025 Green Rain Energy Holdings (OTCID: $GREH) ("the Company"), an emerging ESCO company in the clean tech space, recently announced that its Board of Directors has extended the Record Date for eligibility to participate in a Common Stock Dividend. The dividend was previously approved as a special stock dividend (the “Distribution”) to Green Rain Energy Holdings stockholders, entitling them to one share of restricted common stock for every 100 shares of common stock they presently own. The board has authorized a stock dividend of one share (1) of the Company’s restricted stock, par value $0.001, for each one hundred (100) shares of Common Stock held on November 15, 2025 (the “Record Date”), pending FINRA approval.

No vote or action is required by Green Rain Energy stockholders to receive the Distribution, which is subject to certain customary conditions that are expected to be satisfied on or before the distribution date.

About Green Rain Energy Holdings Inc. (OTCID:GREH)

For more information, visit: https://greenrainenergy.com/

Investor Relations: https://greenrainenergy.com/investor-relations/

Legal Notice Regarding Forward-Looking Statements:

For press inquiries, please contact:

Michael Cimino

Michael@pubcopr.com