SCHEDULE: Rainmaker Worldwide Inc. Stakeholder Filing

Michael John O'Connor and Larchwood Management Partners Inc. file a Schedule 13D detailing beneficial ownership of Rainmaker Worldwide Inc. common stock.

Summary

• This filing is a Schedule 13D report concerning the beneficial ownership of Rainmaker Worldwide Inc. common stock by Michael John O'Connor and Larchwood Management Partners Inc.
• The filing was submitted late, with the initial obligation arising on January 2, 2025.
• As of September 18, 2026, Michael John O'Connor beneficially owns approximately 16.0% of the outstanding common stock, totaling 16,055,992 shares.
• This ownership includes 10,607,102 shares held directly and 5,448,890 shares issuable upon conversion of a convertible promissory note held by Larchwood Management Partners Inc.
• Larchwood Management Partners Inc. beneficially owns 5,448,890 shares, representing approximately 5.4% of the class, all issuable from the convertible note.
• The transactions leading to this ownership include conversion of indebtedness, compensation for services, gifts, and a convertible promissory note.
• Michael John O'Connor previously served as CEO and a director of Rainmaker Worldwide Inc. but resigned in September 2026.

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 transactions described, which involve debt conversion and compensation for services rather than direct investment.

Positives

• The filing clarifies the beneficial ownership structure for a significant portion of Rainmaker Worldwide Inc.'s common stock.
• The convertible promissory note held by Larchwood Management Partners Inc. is convertible into shares at a fixed price, providing a defined conversion mechanism.
• Michael John O'Connor's direct holdings reflect various transactions, including compensation for services, which can indicate ongoing business relationships.

Negatives

• The filing was submitted after the applicable deadline, indicating potential compliance issues.
• A significant portion of the reported ownership is derived from the conversion of debt and compensation for services, rather than direct cash investment.
• The company has experienced several share transfers, gifts, and sales, suggesting potential volatility in ownership and strategic direction.
• The convertible note's conversion price of $0.027 per share is significantly lower than the implied conversion price of $0.0347 for the initial debt conversion.

Risks

• The late filing of the Schedule 13D could indicate internal control weaknesses or a lack of timely reporting, which may concern investors.
• The reliance on debt conversion and compensation for services as a source of equity ownership might suggest that direct investment has been limited.
• Future acquisitions or dispositions of securities are possible, depending on market conditions and the issuer's prospects, introducing potential for further ownership shifts.
• The company's financial health and operational performance, not detailed in this filing, will ultimately influence the value of the shares and the decision to convert the note.

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, or otherwise change their investment. No other specific future plans or proposals are disclosed.

Management Comments

• Mr. O'Connor is the sole officer and director of Larchwood and has full control over Larchwood, including the power to direct the voting and disposition of its securities.
• 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, or otherwise change their investment.

Industry Context

StockSavvy.ai notes that Schedule 13D filings typically indicate a significant ownership stake (over 5%) and often signal potential activist intentions or strategic shifts. The late filing and the nature of the transactions (debt conversion, compensation) suggest a complex history of the reporting persons' involvement with Rainmaker Worldwide Inc., potentially indicating a period of restructuring or financial challenges for the issuer.

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 restructuring of bona fide accounts payable for services previously rendered.

Stakeholder Impact

• Shareholders: The potential for future acquisition or disposition of shares by significant holders like Mr. O'Connor could impact share price and control dynamics. The late filing may also affect investor confidence.
• Creditors: The conversion of debt into equity, as seen with the initial promissory notes, can impact the company's debt-to-equity ratio and financial leverage.
• Employees: Changes in significant ownership or management (Mr. O'Connor's resignation) can sometimes signal shifts in company strategy or operational focus, potentially affecting employees.

Next Steps

• The Reporting Persons may acquire additional securities.
• The Reporting Persons may dispose of securities.
• The Reporting Persons may convert outstanding convertible securities.
• The Reporting Persons may otherwise change their investment strategy.

Key Dates

Recommendation

The filing indicates a significant ownership stake by Michael John O'Connor and Larchwood Management Partners Inc., but the ownership is largely derived from debt conversion and compensation, not new capital. Mr. O'Connor's resignation from his officer and director roles at Rainmaker Worldwide Inc. in September 2026, coupled with the late filing of this Schedule 13D, suggests a period of transition and potential uncertainty. While the reporting persons may continue to hold their stake, their future actions are contingent on market conditions and the company's prospects, warranting a 'hold' recommendation until further clarity emerges on the company's strategy and performance.

Keywords

Schedule 13D, Beneficial Ownership, Rainmaker Worldwide Inc., Michael John O'Connor, Larchwood Management Partners Inc., Convertible Promissory Note, Common Stock, Securities Exchange Act