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 Green Rain Energy Holdings Inc.

 (f/k/a NOW Corporation I)

 June 30, 2025

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attn: David Link; Dorrie Yale

 Re: Green Rain Energy
Holdings Inc.

 Amendment No. 7 to Offering Statement on Form
 1-A

 Filed May 22, 2025

 File No. 024-12568

 To Whom It May Concern:

 Green Rain Energy Holdings, Inc., (the "Company" or "we") hereby transmits its response to the comment letter received from the staff (the " Staff ")
of the U.S. Securities and Exchange Commission, dated June 4, 2025 regarding the Company's Amendments No. 7 to its Offering Statement
on Form 1-A filed on May 22, 2025 (the " Offering Statement "). For the Staff's convenience, we have repeated below
the Staff's comments and have followed each comment with the Company's response.

 Additionally,
please note that on June 6, 2025, the Company filed Amendment No. 8 to the Offering Statement to further address the comments of the Staff.

 Amendments No. 7 to Offering Statement on Form
1-A

 Cover page

 1. We note your response to comment 1 that you have revised the Offering
Statement to reconcile the disclosures regarding the minimum offering amount. However, we note that your Offering Statement still refers
to a minimum offering amount in numerous places, including the cover page. You also continue to state that funds will not be returned
to investors if the minimum offering is not met, that proceeds will be used upon receipt, and that "funds will be immediately released
to [you] once the minimum offering amount is raised." Please note that in a minimum offering, funds are returned to the investors
if the minimum offering amount is not raised. Please revise your offering statement as appropriate to reconcile your disclosures regarding
whether your offering has a minimum offering amount.

 Response :
We have revised the Offering Statement to revise the disclosures regarding the minimum offering amount noted to be returned to investors
if no further funds are raised.

 Description of Indebtedness, page
55

 2. Please revise to disclose the maturity dates for the other outstanding
convertible promissory notes. In addition, we note your disclosures on page 55 that the Medican Note matured on December 31, 2023 and
that the Eagle Oil note matured on March 15, 2024. However, you also state here that the Medican notes matured in 2019 and 2020, and
your exhibits also indicate that these notes matured prior to 2023 and 2024.

 Response :
We have revised the Offering Statement to indicate the respective maturity dates as well as reconcile these dates throughout the Offering
Statement as well. In addition, we have updated the other outstanding convertible promissory note total.

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 Risk Factors

 Convertible Notes in Default, page
56

 3. We note your statement regarding the Medican and Eagle Oil convertible
promissory notes that based on preliminary discussions and internal analysis, you believe there is a "high degree of probability
that noteholders would accept a settlement of approximately $10,000 per note in satisfaction of the outstanding obligations." However,
you also acknowledge that no formal agreements have been reached and that there is no assurance that any noteholder will agree to the
proposed settlement amount. Please revise to remove the noted mitigating language from your risk factor.

 Response :
We have removed any language or reference to settlement of this debt and there is no mention of assurance that any noteholder will agree
to restructure, convert, or settle the outstanding obligations on terms favorable to the Company or at all.

 Use of Proceeds, page 61

 4. We note your response to comment 5. Please clarify whether the
proceeds from the offering will satisfy your cash requirements or whether you anticipate it will be necessary to raise additional funds
in the next six months to implement the plan of operations that you discuss on page 66. We also note that you will be using proceeds
of the offering for debt repayment. As previously stated, please describe the material terms of the debt being repaid and if the debt
to be repaid was incurred within one year, describe the use of the proceeds arising from such indebtedness. See Instruction 6 to Item
6 of Part II of Form 1-A.

 Response :
We have revised the Use of Proceeds as requested.

 We thank the Staff for its
review of the foregoing and the Offering Statement. If you have further comments, please feel free to contact our counsel at pcampitiello@lucbro.com
or by telephone at (732) 395-4517.

 Very truly yours,

 GREEN RAIN ENERGY HOLDINGS, INC.

 By:
 /s/ Alfredo Papadakis

 Name:
 Alfredo Papadakis

 June 30, 2025
 Title:
 Chief Executive Officer

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