SCHEDULE: Rainmaker Worldwide Stakeholder Update

Kelly Michelle White and 2752128 Ontario Ltd. disclose beneficial ownership of Rainmaker Worldwide Inc. common stock, detailing share acquisitions through debt conversion and compensation.

Summary

• This filing is a Schedule 13D, reporting beneficial ownership of Rainmaker Worldwide Inc. common stock by Kelly Michelle White and 2752128 Ontario Ltd.
• The reporting persons acquired shares primarily through the conversion of promissory notes and as compensation for services rendered.
• Kelly Michelle White directly holds 10,514,516 shares, and beneficially owns an additional 6,608,959 shares through 2752128 Ontario Ltd.
• 2752128 Ontario Ltd. holds a convertible promissory note and a stock option, which contribute to the beneficial ownership calculations.
• The filing notes that it is being filed after the applicable deadline, with the initial obligation arising on January 2, 2025.
• Various transactions including share transfers, sales, and gifts have occurred between the reporting persons and the company.
• The reporting persons may consider future acquisitions or dispositions of securities based on market conditions and other factors.

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 primarily involving debt conversion and compensation for services, rather than new strategic investments or significant operational growth.

Positives

• The conversion of debt into equity can strengthen the company's balance sheet by reducing liabilities.
• Shares were issued as compensation for services, indicating that the company is utilizing equity to incentivize service providers.
• Kelly Michelle White has maintained beneficial ownership of over five percent of the common stock since January 2, 2025, suggesting a stable, significant shareholder.
• The convertible promissory note held by 2752128 Ontario Ltd. is convertible at a fixed price, providing some predictability for potential future share issuance.

Negatives

• The filing is significantly delayed, with the initial obligation arising on January 2, 2025, and the current filing dated September 21, 2026.
• A substantial portion of the reported shares are derived from the conversion of debt and accrued interest, rather than direct investment or operational profits.
• Several transactions involved gifts of shares, which do not represent new capital infusion or operational success.
• A proposed sale of 837,997 shares was not consummated, indicating potential marketability challenges or changes in strategy.
• A stock option for 164,000 shares expired in April 2026, and another option for 3,330,332 shares was cancelled.

Risks

• The late filing of the Schedule 13D could indicate internal control weaknesses or a lack of timely compliance with regulatory requirements.
• The reliance on debt conversion for share acquisition may suggest that the company has not generated sufficient operating cash flow to service its obligations.
• Future share acquisitions or dispositions by the reporting persons are contingent on various factors, introducing uncertainty regarding their long-term investment strategy.
• The expiration and cancellation of stock options could impact employee or service provider incentives and future share dilution.

Future Outlook

The reporting persons may, depending on market conditions, the Issuer's business and prospects, availability of funds, legal and regulatory considerations, and other factors, 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 typically indicate a significant ownership stake or a change in control. In this case, the filing details the accumulation of shares through debt conversion and service compensation, which is common for companies in early to mid-stage development or those undergoing financial restructuring. The late filing is a point of concern.

Related Party Transactions

• Transfer of 14,665,694 shares from 2752128 Ontario Ltd. to Kelly Michelle White personally for no cash consideration on July 17, 2025.
• Gift of 2,000,000 shares by Ms. White to an unspecified recipient on October 6, 2025.
• Gift of 2,000,000 shares by Ms. White to an unspecified recipient on January 14, 2026.
• 2752128 Ontario Ltd. holds a convertible promissory note issued by Rainmaker Worldwide Inc. on December 31, 2025, for services rendered.
• 2752128 Ontario Ltd. holds a stock option granted pursuant to a consulting agreement with Rainmaker Worldwide Inc.

Stakeholder Impact

• Shareholders: The accumulation of shares through debt conversion and compensation, coupled with a late filing, may create uncertainty about the company's financial health and management's transparency.
• Creditors: The conversion of promissory notes into equity reduces the company's debt obligations, potentially benefiting creditors by improving the balance sheet.
• Service Providers: The issuance of shares as compensation acknowledges the value of services rendered and may align incentives if the company's stock performs well.

Next Steps

• Reporting persons may review their investment and potentially acquire or dispose of additional securities.
• The convertible promissory note matures on December 31, 2026, at which point it may be converted or repaid.
• The stock option held by 2752128 Ontario Ltd. is exercisable until July 1, 2027.

Key Dates

Recommendation

StockSavvy.ai recommends a 'hold' based on this filing. While the reporting persons maintain a significant stake, the primary method of acquisition is through debt conversion and compensation, not new strategic investment. The significant delay in filing raises concerns about transparency and internal controls. Without clearer indications of growth or strategic initiatives, a cautious 'hold' is advised pending further information.

Keywords

Schedule 13D, Beneficial Ownership, Rainmaker Worldwide Inc., Convertible Note, Stock Option, Equity, Debt Conversion, Consulting Services