SCHEDULE: Rainmaker Worldwide Inc. Beneficial Ownership Update

Michael John O'Connor and Larchwood Management Partners Inc. file an amendment to Schedule 13D, updating beneficial ownership details for Rainmaker Worldwide Inc. common stock.

Summary

• This filing is an amendment to a Schedule 13D, updating the beneficial ownership of Rainmaker Worldwide Inc. common stock by Michael John O'Connor and Larchwood Management Partners Inc.
• The amendment corrects an omission regarding 264,000 shares issuable upon exercise of Mr. O'Connor's stock option.
• The filing is submitted after the original deadline, with the initial filing obligation arising on January 2, 2025.
• As of September 18, 2026, Michael John O'Connor may be deemed to beneficially own 16,319,992 shares, representing approximately 16.2% of the class.
• Larchwood Management Partners Inc. may be deemed to beneficially own 5,448,890 shares, representing approximately 5.4% of the class, primarily through a convertible promissory note.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as having a slightly negative sentiment due to the late filing and the nature of the disclosures, which primarily update beneficial ownership rather than announcing significant positive developments.

Positives

• The filing clarifies beneficial ownership, providing transparency to investors.
• It includes details on shares issuable upon conversion of a promissory note and exercise of stock options, offering insight into potential future share counts.
• The company has a convertible promissory note with a principal amount of $137,301.99, convertible at $0.027 per share.

Negatives

• The filing was submitted after the applicable deadline.
• The amendment is primarily to correct an omission, indicating a potential oversight in the initial filing.
• Significant share transfers occurred between Larchwood and Mr. O'Connor, and several share sales and gifts have taken place, potentially indicating a desire to reduce holdings or raise capital.
• Mr. O'Connor previously served as CEO and a director but resigned in September 2026.

Risks

• The late filing could raise concerns about compliance and internal controls.
• The ongoing adjustments in beneficial ownership and past executive roles may suggest potential strategic shifts or uncertainties.
• The company's reliance on convertible notes and stock options for a significant portion of beneficial ownership could lead to dilution if exercised or converted.

Future Outlook

The Reporting Persons may from time to time review their investment in the Issuer and, depending on market conditions, the Issuer's business and prospects, availability of funds, legal and regulatory considerations and other factors deemed relevant, may acquire additional securities, dispose of securities, convert outstanding convertible securities, exercise outstanding options, or otherwise change their investment. No other specific future plans or proposals are currently disclosed.

Management Comments

• Mr. O'Connor is the sole officer and director of Larchwood Management Partners Inc., an Ontario corporation providing management and consulting services, and serves as its President. Mr. O'Connor is also the controlling person of Larchwood.
• Mr. O'Connor previously served as Chief Executive Officer and a director of Rainmaker Worldwide Inc. and resigned from those positions in September 2026.
• The Reporting Persons may from time to time review their investment in the Issuer and, depending on market conditions, the Issuer's business and prospects, availability of funds, legal and regulatory considerations and other factors deemed relevant, may acquire additional securities, dispose of securities, convert outstanding convertible securities, exercise outstanding options, or otherwise change their investment.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are common for significant beneficial owners of public companies, often indicating substantial stakes or potential influence. The details provided here, including past executive roles and the nature of the holdings (convertible notes, options), suggest a complex relationship between the reporting persons and the issuer, potentially involving past service and ongoing investment considerations.

Management Changes

Related Party Transactions

• Transfer of 16,518,432 shares from Larchwood Management Partners Inc. to Michael John O'Connor personally for no cash consideration on July 17, 2025.
• Issuance of a convertible promissory note by Rainmaker Worldwide Inc. to Larchwood Management Partners Inc. on December 31, 2025, for services rendered.
• Grant of stock options by Rainmaker Worldwide Inc. to Michael John O'Connor on January 8, 2024, as compensation for services.

Stakeholder Impact

• Shareholders: Increased transparency regarding significant ownership stakes and potential future dilution from convertible notes and options.
• Creditors: The company's use of convertible notes for services may impact its debt structure and financial obligations.
• Employees: Past executive roles and compensation through stock options indicate a historical connection between management and employee incentives.

Next Steps

• Reporting Persons may continue to review their investment and potentially acquire or dispose of securities.
• Conversion of the convertible promissory note or exercise of stock options could occur, subject to terms and conditions.

Key Dates

Recommendation

The filing is primarily an update to beneficial ownership and a correction of a prior omission, with no new strategic initiatives or significant financial performance data. The late filing and past executive departure are minor concerns, while the potential for dilution from convertible instruments warrants a cautious 'hold' stance pending further developments.

Keywords

Schedule 13D, Beneficial Ownership, Rainmaker Worldwide Inc., Michael John O'Connor, Larchwood Management Partners Inc., Convertible Promissory Note, Stock Options, Amendment