What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-03-31 compared with 2024-04-01 · 202 added, 208 removed, 7 unchanged (98% of the section changed)

Worldwide Inc.

(“RAKR”, the “Company”, “we”, “us” or “our”) is a Nevada corporation

originally formed on February 27, 1998.

The corporation became RAKR on July 3, 2017, in a reverse merger.

Worldwide Inc.

(Ontario) (“RWI”), an Ontario Corporation, was formed in Peterborough, Ontario, Canada on July 21, 2014, under

the Ontario Business Corporations Act to finance and commercialize patented technology and to consolidate the assets, intellectual property,

and executive management expertise of Dutch Rainmaker B.V.

On March 31, 2023, the Company sold a 60% interest in

RWI leaving the Company, with a 40% interest going forward.

RWI in turn finalized the purchase of a 60% interest Miranda Environmental

and Water Treatment Technologies, Energy, Natural Resources, Engineering, Consulting, Construction and Commerce Inc.(“Miranda”).

The remaining 40% of the Miranda shares will be acquired over a maximum two-year period.

RWI is now focused on business development activities

in North, South and Central America along with the Caribbean.

We are implementing projects going forward using proprietary technology

of Rainmaker Holland B.V.

The Company now owns 12% ownership interest in RHBV.

July 3, 2017, RWI shareholders completed a share exchange with the Company (the “Merger”) pursuant to a share exchange agreement

dated June 28, 2017 (the “Share Exchange Agreement”) among the Company, RWI and RWI’s 45 shareholders at the time.

Upon completion of the Merger, and in accordance with the terms and provisions of the Share Exchange Agreement, the Company acquired

an aggregate of 9,029,562 common shares of stock in the capital of RWI from the RWI Shareholders (being all of the issued and outstanding

shares of RWI) in exchange for an aggregate of 66,818,759 restricted shares of the Company’s common stock, or 7.4 shares for each

share of RWI.

Therefore, RWI became a wholly owned subsidiary of the Company effective July 3, 2017.

The Company’s former name,

Gold and Silver Mining of Nevada, Inc.

(“CJT”) was changed on April 24, 2017, in expectation of and conditional upon completion

of the Merger.

The Merger was accounted for as a reverse acquisition with RWI considered the accounting acquirer since the former RWI

shareholders remained in control of the combined entity after the consummation of the transaction.

As part of the Merger, net liabilities

of $235,495 were recognized on the Company’s balance sheet.

The Company trades on the OTC:

Pink under the symbol RAKR.

July 15, 2020, Sphere 3D Corp.

ANY) announced that it entered into a definitive merger agreement pursuant to which it would

have acquired all the outstanding securities of Rainmaker Worldwide Inc.

Upon closing, Sphere 3D’s name would have changed to Rainmaker

Worldwide Inc., and its business model would have focused on Water-as-a-Service (“WaaS”).

Rainmaker management would have

assumed operational leadership of the combined entity.

The transaction was subject to completion of an equity financing, or series of

financings, for a minimum of US$15 million at a share price to be mutually agreed prior to closing and such other customary regulatory

and shareholder approvals, including the approval of NASDAQ.

Closing was originally expected to occur prior to December 31, 2020, but

was subject to extension to February 28, 2021, under certain circumstances if mutually agreed by the parties.

As part of this process,

Sphere 3D agreed to advance US$1.85 million to Rainmaker by way of a secured convertible note for Rainmaker to sustain multiple growth

The funds were used to fulfill recent contracts and expand its equipment production capacity.

This note remains payable

and is presented in RAKR’s financial statements.

Due to various transactional and regulatory complications the agreement was ultimately

terminated on February 12, 2021 and was subsequently announced publicly.

a result of the incomplete Sphere 3D transaction, on March 31, 2021, the Company, including RWI, entered into a business agreement with

RHBV, DRM and Wind en Water Technologie Holding B.V.

These companies were considered related parties on that date

by virtue of stock ownership exceeding 10%.

The parties agreed to an exchange of contractual obligations, debt owed, and shares of common

stock in full settlement of all obligations among the parties.

The resultant Financial Statements, in accordance with ASC 205-20-45-1E,

reflect the impact of these exchanges to the Company.

The Company and RHBV decided to restructure in order to optimize business operations

and broaden access to the capital markets.

The Company retains a 12% ownership stake in RHBV.

RAKR retains access to the technology based

on a cost-plus formula.

Company utilizes two main types of energy-efficient, fresh water-producing/purification technologies:

(1) Air-to-Water (“AW”),

which harvests fresh water from humidity and heat in the atmosphere, and (2) Water-to-Water (“WW”), which transforms the

full range of wastewater to contaminated water using a combination of the Company’s technologies with the now broadened product

portfolio thanks to the acquisition of Miranda.

Company has generated limited revenue up until the present time, and its operations for the past four years have been typically focused

on business development, market research, technology research and development activities.

The Company had total

assets of $43,038, as of December 31, 2022.

As of December 31, 2023, net assets were $30,725.

present, the Company executes consulting agreements with experienced executive personnel and senior advisors.

Future sales will be heavily

driven by independent distributors and project developers.

The Company had $78,912 in revenue for the year ending December 31, 2023 and

no revenue for the year ending December 31, 2022 and had net losses of $1,218,908 and $1,837,611 for the years ended December 31, 2023

(“RAKR” or the “Company”) is a Nevada-based corporation that became publicly traded on July 3,

2017, following a reverse merger.

The Company specializes in energy-efficient freshwater production and purification technologies, primarily

through Air-to-Water (“AW”) systems that extract water from humidity.

It also offers solutions to transform contaminated

or seawater into potable or reusable water.

Rainmaker focuses on providing sustainable water solutions to communities and industries

globally through strategic partnerships.

the Company operated through its Ontario-based subsidiary, Rainmaker Worldwide Inc.

(Ontario) (“RWI”), established in 2014

to commercialize its patented water technologies.

In line with its expansion strategy, Rainmaker sold a 60% stake in RWI on March 31,

2023, retaining a 40% interest.

Subsequently, on January 22, 2024, RWI acquired a 60% stake in Miranda Environmental and Water Treatment

Technologies, with plans to acquire the remaining 40% over the next two years.

This acquisition significantly expanded RAKR’s portfolio

through its distribution rights for Miranda’s products, thereby strengthening its water treatment capabilities.

December 31, 2024, RWI underwent a restructuring, during which the Company converted its investment in RWI into RWI shares.

Simultaneously, RWI independently secured new capital investment, reducing the Company’s ownership in RWI to 13.65%.

result of RWI’s financial situation—characterized by insufficient cash flow, net liabilities, and ongoing net

losses—the Company decided to impair the investment in accordance with standard accounting principles.

conditions, the Company determined that the investment could not reasonably provide a sufficient return on investment (ROI) and

therefore impaired the asset to zero.

The Company was fully aware of this outcome prior to the restructuring.

the equity value of this investment has been impaired, the Company continues to benefit from all of the original distribution rights,

in particular for Mexico and the United States.

The Company and RWI continue will work together to maximize the value of these distribution

Both companies understand that the water infrastructure sector has long sales cycles, often contingent upon factors such as timely

permitting for projects that require water treatment.

October 9, 2024, RWI restructured its 12% ownership of Rainmaker Holland B.V.

(“RHBV”) by rolling it into Rainmaker Holding

B.V., reducing its stake to 5%.

Despite this reduction, the Company continues to benefit from access to RHBV’s technology on a

cost-plus pricing basis.

corporate journey has included significant restructuring efforts.

Originally formed as Gold and Silver Mining of Nevada, Inc., the Company

underwent a merger with RWI in 2017, resulting in a reverse acquisition where RWI shareholders took control of the combined entity.

2021, Rainmaker and RWI entered into an agreement with RHBV, Dutch Rainmaker B.V.

(“DRM”), and Wind en Water Technologie

(“WWT”) to settle financial obligations through an exchange of debt, contractual obligations, and common stock.

These actions were aimed at optimizing business operations and expanding access to capital markets.

RAKR remains committed to delivering advanced water production and purification solutions, leveraging its innovative technologies and

expanded product range, particularly through its distribution agreements for Miranda products.

The Company is focused on business development

across North, South, and Central America, as well as the Caribbean, positioning itself as a leader in sustainable water solutions.

Company has generated limited revenue to present.

Operations have been typically focused on business development, market research, techn ology

research and development activities.

The Company had total assets of $30,725, as of December 31, 2023.

As of December 31, 2024, net assets

were $50,116.

At present, the Company executes consulting

agreements with experienced executive personnel and senior advisors.

Future sales are expected to be heavily driven by independent

distributors and project developers.

The Company had $143,725 in revenue for the year ending December 31, 2024, and $78,912 in

revenue for the year ending December 31, 2023 and had net losses of $1,056,242 and $1,229,753 for the years ended December 31, 2024

and 2023, respectively.

The losses in 2024 have been reduced by 14% compared to 2023.

The 2023 losses are driven by operating expenses,

the first important component being the cost associated with maintaining the Company’s listing and current filing status with the

The second component is consulting expenses including stock option expenses which incorporate derivative liabilities for warrants,

the majority of which remains on the balance sheet as related party payables.

The Company has suffered recurring losses from operations,

negative cash flows from operating activities and has limited resources or revenues to cover its operating costs.

The 2024 losses are driven by operating

expenses and other expenses, the largest components in operating expenses being consulting expenses, including stock option expenses

while the largest contributor in other expenses were interest expense, amortization of debt discount, loss on equity method

investment and impairment expense.

The costs associated with maintaining the Company’s listing and current filing status with the SEC as expected

are significant.

The Company has suffered recurring losses from operations, negative cash flows from operating activities and has

limited resources or revenues to cover its operating costs.

The Company’s auditor’s report for 2024 stated that there

was substantial doubt about the Company’s ability to continue as a going concern.

Products and Services

Fresh water is unevenly distributed throughout the

Many regions are desperately under-served, including North Africa, the Middle East, India, Mexico, large portions of South America,

and various island geographies.

Fundamentally, the solutions Rainmaker provides are

based on deploying technology with the following attributes to ensure low-cost delivery and Company profitability:

Scalable & Cost-effective

Environmentally & Socially Sustainable

Applying Proprietary Technology through partners and affiliates

Air-to-Water (AW) – Harvests fresh water from

airborne humidity by using advanced heating and cooling technologies.

Water-to-Water (WW) technologies – Transforms contaminated

water (saltwater, sewage, polluted) into safe, clean water by using an environmentally sustainable process.

Through the acquisition of

Miranda as well as RAKR’s own technologies, the Company has multiple options to purify wastewater to potable water standards.

The operating efficiency of these technologies allows

us to provide customers with clean water at a price that is highly competitive relative to traditional alternatives.

We substantially

out-perform peer competitors because we can deploy remotely where the water is consumed and using up to 50% less power than those same

The compact and scalable systems for AW enables decentralized deployment, in which water is distributed directly to the consumption

site with no expensive piping or truck transport.

AW is both a cost-effective technology solution and can be powered by solar, wind, or

grid electricity, or a combination of power sources.

It can produce roughly 5,000 liters of water per unit, per day, depending on the

local climatic conditions and the type of unit deployed.

The acquisition of Miranda provides the Company with

a full suite of water production and purifications systems that are distributed and available to communities who need them the most.

Cost Information

Currently in remote locations, the principal source

of potable water supply is bottled water.

Accordingly, our solutions are optimally profitable when we compete head-to-head with bottled

water that is transported or bulk water that is transported by truck to local communities.

In most remote communities where this water

is imported, the minimum cost per liter is US$0.30 reaching as high as US$2.00, according to our market research.

The Company’s

auditor’s report for 2023 stated that there was substantial doubt about the Company’s ability to continue as a going concern.

March 11, 2020, the World Health Organization categorized COVID-19 as a pandemic.

As a global corporation, the economic effects for the

Company were substantial and there are still lingering economic impacts globally.

the world, fresh water is unevenly distributed.

Many regions are desperately under-served, including North Africa, the Middle East, India,

Mexico, large portions of South America, and various island geographies.

Fundamentally,

the Company’s solutions are based on deploying technology with the following attributes to ensure low-cost delivery and Company

profitability:

& Cost-effective

Environmentally

& Socially Sustainable

Proprietary Technology through partners and affiliates

(AW) – Harvests fresh water from airborne humidity by using advanced heating and cooling technologies.

Water-to-Water (WW) –

Transforms contaminated water (saltwater, sewage, polluted) into safe, clean water by using environmentally sustainable processes.

operating efficiency of these technologies allows us to provide customers with clean water at a price that is highly competitive relative

to traditional alternatives.

We substantially out-perform peer competitors because we can deploy remotely where the water is consumed

and use up to 50% less power than those same competitors.

The compact and scalable systems for AW and WW enable decentralized deployment,

in which water is distributed directly to the consumption site with no expensive piping or truck transport.

AW and WW are both cost-effective

technology solutions and can be powered by solar, wind, or grid electricity, or a combination of power sources.

in remote locations, the principal source of supply is bottled water.

Accordingly, our solutions are optimally profitable when we compete

head-to-head with bottled water that is transported or bulk water that is transported by truck to local communities.

In most remote communities

where this water is imported, the minimum cost per liter is US$0.30 reaching as high as US$2.00, according to our market research.

Company’s fully amortized cost of water per liter including bottling, operating and maintenance, distribution and other costs allows

us to compete profitably to generate corporate value beneficial to our shareholders.

RAKR business model typically begins with the identification of a trusted local partner.

When applicable, the next step is to enter into

JV structures which maximize value to all stakeholder-parties.

The Rainmaker delivery systems are installed by our team and serviced

by entering into contracts with local third-party experts that are trained in the technology.

addition, over the course of the past year, we have been developing partnerships with highly experienced developers of complementary

That gives RAKR the ability to have a more comprehensive product set when proposing solutions to communities, developers

and commercial entities.

The most significant agreement to date was with Miranda.

The Miranda distribution agreements formed in 2023

have now been formalized with the acquisition of Miranda in January of 2024.

and Miranda’s combined technologies are part of the Company’s long-term technological integration strategy.

Miranda has been

delivering systems for more than ten years across 40 countries globally.

As a result, their global experience is invaluable to Rainmaker

and Rainmaker shareholders.

global nature of our approach means that regulatory conditions vary by jurisdiction.

We believe that the ultimate test of profitability

in this complex, cross-jurisdictional environment will be the quality of the water that is bottled and tested.

The Company seeks to adhere

to World Health Organization standards for clean water using the technologies that are authorized in a particular sovereign jurisdiction.

improvements and related applications that we are pursuing or plan to pursue include seeking more strategic and technology-based partnerships

with complementary technology and business development companies to expand our global reach and service offering.

the past ten years, there has been a growing awareness of the shortage of fresh water—and the associated economic and social effects

the problem magnifies in impoverished and underdeveloped communities.

Entities ranging from Water.Org to the United Nations (access to

safe drinking water represents #6 of the 17 Sustainable Development Goals articulated by the United Nations) are at the forefront of

driving international policy momentum and prospects for multilateral cooperation in the realms of global governance and public-private

co-regulation.

Common to these efforts is the search for scalable and practical solutions that possess applications uniquely suited to

the problem of shortage.

metrics that underpin the international need for ingenuity and action are the same as those that animate and sustain the market opportunity

for our Company:

than 3% of the world’s water is fresh – the rest is seawater and undrinkable in its current state.

this 3%, over 2.5% is frozen and locked up in Antarctica, the Arctic and glaciers.

and animals rely on 0.5% of the world’s water.

fully amortized cost of water per liter including bottling, operating and maintenance, distribution and other costs allows us to compete

profitably to generate corporate value beneficial to our shareholders.

Regulatory Information

The global nature of our approach means that regulatory

conditions vary by jurisdiction.

We believe that the ultimate test of profitability in this complex, cross-jurisdictional environment

will be the quality of the water that is bottled and tested.

The Company seeks to adhere to World Health Organization standards for clean

water using the technologies that are authorized in a particular sovereign jurisdiction.

Business Model

The RAKR business model typically begins with the

identification of a trusted local technology partner and distributor.

The Rainmaker delivery systems will be installed by contracted local

third-party experts that are typically Heating, Ventilation and Air Conditioning (“HVAC”) experts.

We work with the end clients

and their general contractors to build the supporting infrastructure required for our systems (i.e.

holding tanks, platforms etc.).

In addition, over the course of the past year, we

have been developing partnerships with highly experienced developers of complementary technology.

That gives RAKR the ability to have

a more comprehensive product set when proposing solutions to communities, developers and commercial entities.

The most significant advance

to date is the acquisition of Miranda.

On January 22, 2024, RWI finalized the acquisition of Miranda.

Miranda has been delivering systems

for more than ten years across 40 countries globally.

As a result, their global experience is invaluable to Rainmaker and Rainmaker shareholders.

Potential Improvements

Potential improvements and related applications that

we are pursuing or plan to pursue include seeking more strategic and technology-based partnerships with complementary technology and business

development companies to expand our global reach and service offering.

Market Opportunity

In the past twenty years, there has been a growing

awareness of the shortage of fresh water—and the associated economic and social effects the problem magnifies in impoverished and

underdeveloped communities.

Entities ranging from Water.Org to the United Nations (access to safe drinking water represents #6 of the

17 Sustainable Development Goals articulated by the United Nations) are at the forefront of driving international policy momentum and

prospects for multilateral cooperation in the realms of global governance and public-private co-regulation.

Common to these efforts is

the search for scalable and practical solutions that possess applications uniquely suited to the problem of shortage.

The metrics that underpin the international need for

ingenuity and action are the same as those that animate and sustain the market opportunity for our Company:

Less than 3% of the world’s water is fresh – the rest is seawater and undrinkable in its current state.

Of this 3%, over 2.5% is frozen and locked up in Antarctica, the Arctic and glaciers.

People and animals rely on 0.5% of the world’s water.

Unwater.org - Facts and Trends:

at any moment, the atmosphere contains approximately 37.5 million billion gallons of water.

This potential is not currently harvested

by the means of private organizations or government institutions and thus presents a significant opportunity for AW technology to satisfy

worldwide demand for water.

World Health Organization estimates that 50 liters of water per day is required per individual to meet basic needs.

It is estimated by

the OECD that by 2030 nearly half of humanity will be living in a condition of severe water stress.

Currently, according to UNICEF, 2.2

billion people around the globe lack safe drinking water.

While high-income countries treat 70% of wastewater, low-income countries treat

With the world’s population expected to reach 9 billion by 2038, the global need is indisputably high.

Much of the population

expansion is or will be in the very areas that are already suffering from the problem of water scarcity.

above analysis points to a global market for water that is very large.

In 2015, the annual global water market for all purposes and uses

was $650 billion and it is expected to expand to $1 trillion by 2025.

RobecoSAM Study (2015, June).

the market of the

Applying RAKR’s approach against the purposes and uses defined above, our solutions are tailored to meet roughly 70% of

that global level of demand.

stated previously, our principal suppliers for the Company’s technologies to be deployed will either be RHBV or Miranda.

RHBV not supply the appropriate scale of technology required by a project, RAKR has identified multiple alternative sources of technologies.

The Company now has access to an impressive suite of water purification technologies by virtue of its acquisition of Miranda.

also have suppliers of complementary technology that we expect to be delivering in 2023 to diversify the Rainmaker business model.

Complementary

and supplemental technology (i.e., bottling, pre-post wastewater treatment, mineralization solutions, and renewable energy) – suppliers

are global, abundant, and highly competitive so as to ensure the lowest cost per liter.

Company and RWI will continue to seek relationships with other technologies in the market that are complementary to our collective offering.

Rainmaker business model that will deliver potable water at the source of demand is uniquely positioned to address alternative competitive

We believe that competitive models, while relevant and plausible alternatives, will not ultimately fully support the global level

of demand for water at a reasonable price per liter.

By virtue of our current affiliations, we believe we have a cost per liter competitive

Accordingly, on a global basis, we do not believe competitive conditions will thwart our ability to produce long-term, corporate

value or significantly diminish our financial results in the near term.

However, other companies with sufficiently greater resources

may develop competing products and have an advantage over us based on the relative size.

Subsidies and Incentives

RAKR is not currently pursuing subsidies and incentives, we believe that over time such programs will be applicable to the Company, and

we will pursue them in due course.

RWI, RAKR’s 40% owned subsidiary, will begin to seek Subsidies and Incentives as it is now majority

Canadian shareholder owned.

One example is First Nations in Canada where there is an ongoing and desperate shortage of safe drinkable

and general-purpose water.

time, RAKR will seek international subsidies and incentives through its deployment of technology in underserved countries and particular

communities within countries.

have indirect access to considerable intellectual property assets as a consequence of our partial ownership of and various partnerships

with RHBV and Miranda.

We believe that this allows us to maintain a competitive edge.

Executive and Consulting Resources

direct Executives of RAKR are represented by Michael O’Connor, Director, Executive Chairman and CEO and Kelly White, EVP of Finance.

Moreover, at any moment, the atmosphere contains approximately

37.5 million billion gallons of water.

This potential is not currently harvested by the means of private organizations or government institutions

and thus presents a significant opportunity for AW technology to satisfy worldwide demand for water.

The World Health Organization estimates that 50 liters

of water per day is required per individual to meet basic needs.

It is estimated by the OECD that by 2030 nearly half of humanity will

be living in a condition of severe water stress.

Currently, according to UNICEF, 2.2 billion people around the globe lack safe drinking

While high-income countries only treat 70% of wastewater, low-income countries treat 8%.

With the world’s population expected

to reach 9 billion by 2038, the global need is indisputably high.

Much of the population expansion is or will be in the very areas that

are already suffering from the problem of water scarcity.

The above analysis points to a global market for water

that is extraordinarily immense.

Today, the annual global water market for all purposes and uses is $880

billion in 2023 and is expected to expand to $1.2 trillion by 2031 (Source:

Verified Market Research:

www.verifiedmarketresearch.com).

Applying RAKR’s approach against the purposes and uses defined above, our solutions are tailored to meet roughly 70% of that global

level of demand.

As stated previously, our principal suppliers for

the core technologies to be deployed are Miranda and RHBV.

Should RHBV not supply the appropriate scale of technology required by a project,

RAKR has identified multiple technologies of different sizes and types.

With the acquisition of Miranda, we now have complementary technology

to diversify the Rainmaker business model.

The Rainmaker business model that will deliver potable

water at the source of demand is uniquely positioned to address alternative competitive models.

We believe that competitive models, while

relevant and plausible alternatives, will not ultimately fully support the global level of demand for water at a reasonable price per

By virtue of our current affiliations, we believe we have a cost per liter competitive advantage.

Accordingly, on a global basis,

we do not believe competitive conditions will thwart our ability to produce long-term, corporate value or significantly diminish our financial

results in the near term.

However, other companies with sufficiently greater resources may develop competing products and have an advantage

over us based on the relative size.

Government Subsidies and Incentives

While RAKR is not currently pursuing subsidies and

incentives, we believe that over time such programs will be applicable to the Company, and we will pursue them in due course.

RAKR will seek subsidies and incentives through its deployment of technology in underserved countries and particular communities within

Intellectual Property

We have indirect access to intellectual property assets

as a consequence of our indirect ownership of and partnerships with RHBV and Miranda.

We believe that this allows us to maintain an edge

in the competitive process from a technological and economic cost perspective.

Company Executive and Consulting Resources

The direct Executives of RAKR are represented by Michael

O’Connor, Director, Executive Chairman and CEO and Kelly White, VP of Finance.

These resources are sourced through consulting agreements.

have an extended sales force through our distribution partners.

We have an extended sales force through our distribution

Currently we have distribution partners with global reach.

services have been provided by Sichenzia Ross Ference LLP since November 2017.

CPAS PLLC has served as the Company’s auditor since 2020.

Legal services have been provided by the Law Offices

of Clifford J.

since February 2024.

M&K CPAS PLLC has served as the Company’s

auditor since 2020.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business