SCHEDULE: Rainmaker Worldwide Inc. Beneficial Ownership Update

An amendment to Schedule 13D for Rainmaker Worldwide Inc. details updated beneficial ownership percentages and convertible note information for reporting persons Kelly Michelle White and 2752128 Ontario Ltd.

Summary

• This filing is an amendment (No. 1) to a Schedule 13D for Rainmaker Worldwide Inc.
• It updates the beneficial ownership information for Kelly Michelle White and 2752128 Ontario Ltd.
• Kelly Michelle White's beneficial ownership is reported at 17,171,626 shares, representing approximately 16.9% of the class.
• This includes 10,514,440 directly held shares, 6,557,186 shares issuable upon conversion of a convertible note, and 100,000 shares from an option.
• 2752128 Ontario Ltd.'s beneficial ownership is reported at 6,657,186 shares, representing approximately 6.5% of the class.
• This includes 6,557,186 shares issuable upon conversion of its convertible note and 100,000 shares from an option.
• The filing clarifies corrections to Ms. White's direct shareholding and a previous gift date.
• It also updates details regarding a convertible promissory note issued to 2752128 Ontario Ltd. on December 31, 2025.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, reflecting updated beneficial ownership and financial instrument details without significant new strategic information or performance indicators.

Positives

• Updated and clarified beneficial ownership details for key reporting persons.
• Confirmation of convertible note and stock option holdings, providing insight into potential future share dilution.
• The filing corrects previous reporting errors, enhancing transparency.
• Kelly Michelle White's direct control over 2752128 Ontario Ltd. consolidates reporting power.

Negatives

• The filing does not provide new financial performance data or strategic updates.
• The convertible note represents potential future dilution for existing shareholders.
• Previous filing errors suggest potential issues with initial reporting accuracy.

Risks

• Potential for future share dilution from the conversion of the promissory note and exercise of stock options.
• The reporting persons may acquire additional securities, dispose of securities, or otherwise change their investment, which could impact share price.
• The original Schedule 13D was filed after the applicable deadline, indicating potential compliance issues.

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

• Ms. White has provided finance and accounting consulting services to the Issuer through 2752128 Ontario Ltd.
• 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 and often indicate active or potentially active stakes in a company. The details regarding convertible notes and options are standard for companies seeking capital or compensating service providers, but they also represent potential future dilution which is a key consideration for investors in smaller public companies.

Related Party Transactions

• The convertible promissory note was issued to 2752128 Ontario Ltd., an entity controlled by Kelly Michelle White, for services rendered.
• Shares were issued to 2752128 Ontario Ltd. and Kelly Michelle White as compensation for services rendered.

Stakeholder Impact

• Shareholders: Potential for dilution from convertible note conversion and option exercise; uncertainty regarding future investment decisions by reporting persons.
• Creditors: The convertible note represents a debt obligation of the company.
• Employees: Compensation in the form of shares for services rendered impacts equity structure.

Next Steps

• Reporting persons may continue to review their investment and potentially acquire or dispose of securities.
• The convertible note matures on December 31, 2026, and may be converted into common stock.
• The stock option expires on July 1, 2027, and may be exercised.

Key Dates

Recommendation

The filing is an amendment to a Schedule 13D, primarily updating beneficial ownership and details of financial instruments. It does not contain new operational or financial performance data that would warrant a buy or sell recommendation. The information provided is largely technical and relates to existing holdings and potential future share issuances, making a 'hold' stance appropriate pending more substantive company news.

Keywords

Schedule 13D, Beneficial Ownership, Convertible Note, Stock Option, Rainmaker Worldwide Inc., SEC Filing, Amendment