Share Consolidation

On September 26, 2024, Rainmaker Worldwide Inc. (RAKR) filed Articles of Amendment to effect a 1-for-25 share consolidation (reverse stock split). All share and per share amounts have been restated to reflect this change.

Overview

RAKR is a Nevada-based company that specializes in energy-efficient freshwater production and purification technologies. The company operates through its subsidiary Rainmaker Worldwide Inc. (Ontario) (RWI), which was established in 2014 to commercialize RAKR’s patented water technologies.

In March 2023, RAKR sold a 60% stake in RWI, retaining a 40% interest. In January 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 expanded RAKR’s portfolio and strengthened its water treatment capabilities.

On December 31, 2024, RWI underwent a restructuring, during which RAKR converted its investment in RWI into RWI shares. As a result, RAKR’s ownership in RWI was reduced to 13.65%. Due to RWI’s financial situation, characterized by insufficient cash flow, net liabilities, and ongoing net losses, RAKR decided to impair the investment to zero. However, RAKR continues to benefit from the original distribution rights, particularly for Mexico and the United States.

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.

RWI Acquires Miranda

On January 22, 2024, RWI finalized the acquisition of Miranda. RAKR is actively marketing Miranda products through distribution agreements with RWI, primarily for Mexico and the United States. It is possible that RAKR will expand this territory to include Central and South America in the future.

Ongoing Approach to Sales and Marketing

RAKR’s ongoing focus is to pair its technologies with those of Miranda and its affiliate partners. The company has generated limited revenue to date, as operations have typically focused on business development, market research, and technology research and development activities.

RAKR executes consulting agreements with experienced executive personnel and senior advisors, and future sales will be heavily driven by independent distributors and project developers. The company had no revenue for the quarters ending March 31, 2025, and March 31, 2024, and had net losses of $215,799 and $265,418, respectively. The losses in 2025 have been reduced by 29% compared to the same period in 2024.

The 2025 losses are driven by operating expenses and other expenses, with the largest components being consulting expenses and interest expense. The costs associated with maintaining the company’s listing and current filing status with the SEC are significant. RAKR 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

RAKR’s solutions are based on deploying technology that is versatile, scalable, cost-effective, environmentally and socially sustainable, and applies proprietary technology through partners and affiliates.

Air-to-Water (AW) technology harvests fresh water from humidity by using advanced heating and cooling technologies. Through the acquisition of Miranda and RAKR’s own technologies, the company has multiple options to purify wastewater to potable water standards.

The operating efficiency of these technologies allows RAKR to provide customers with clean water at a price that is highly competitive relative to traditional alternatives. The compact and scalable systems for AW and purification equipment enable decentralized deployment, in which water is distributed directly to the consumption site with no expensive piping or truck transport.

Cost Information

In remote locations, the principal source of supply is bottled water. RAKR’s solutions are optimally profitable when competing head-to-head with bottled water that is transported or bulk water that is transported by truck to local communities. The company’s fully amortized cost of water per liter, including bottling, operating and maintenance, distribution, and other costs, allows it to compete profitably.

Regulatory Information

The global nature of RAKR’s approach means that regulatory conditions vary by jurisdiction. 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

RAKR’s business model typically begins with the identification of a trusted local technology partner and distributor capable of deploying and maintaining all systems in the field. The company works with end clients and their general contractors to build the supporting infrastructure required for its systems.

Over the past year, RAKR has been building partnerships with highly experienced providers of complementary technology, which gives the company a more comprehensive product set when proposing solutions to communities, developers, and commercial entities. The acquisition of Miranda by RWI is a significant advance, as it provides RAKR with vast experience and comprehensive water purification solutions.

Market Opportunity

The global need for fresh water is indisputably high, with less than 3% of the world’s water being fresh, and over 2.5% of that being frozen. The World Health Organization estimates that 50 liters of water per day is required per individual to meet basic needs, and it is estimated that by 2030, nearly half of humanity will be living in a condition of severe water stress.

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. RAKR’s solutions are tailored to meet roughly 70% of that global level of demand.

Suppliers

RAKR’s principal suppliers for the core technologies to be deployed are Miranda and RHBV. The company has identified multiple technologies of different sizes and types to ensure it can meet the appropriate scale of technology required by a project.

Competition

RAKR believes 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. The company believes it has a cost per liter competitive advantage due to its current affiliations.

Government Subsidies and Incentives

While RAKR is not currently pursuing subsidies and incentives, the company believes that over time, such programs will be applicable, and it will pursue them in due course.

Intellectual Property

The company does not directly hold any intellectual property, but its suppliers, in some cases, do have intellectual property that benefits RAKR indirectly.

Results of Operations for the Three Months ended March 31st, 2025, and 2024

Revenue

• Revenue was nil for each of the three months ended March 31st, 2025, and March 31, 2024.

General and Administrative Expenses

• General and administrative expenses, including stock-based compensation, for the three months ended March 31, 2025, decreased $28,534, or 29.3%, compared to the same period in 2024. This decrease relates to a decrease in general and administrative expenses, a decrease in stock option expense, and a decrease in marketing, advertising, and promotion expense.

Segment Information

• Effective for the fiscal year ended December 31, 2024, the company adopted Accounting Standards Update (ASU) ASC 2023-07, which enhances the disclosure of segment expenses and the measures used by the Chief Operating Decision Maker (CODM) in evaluating performance. Currently, the company operates as a single reportable segment and does not allocate material costs or expenses across multiple business units.

Liquidity and Capital Resources

Management’s Plans

• RAKR has historically suffered recurring losses and does not have the required cash resources to fully execute its business plans. The company’s major sources of cash have comprised proceeds from various private offerings of its securities and debt financing. As of March 31, 2025, the company had approximately $8,264 in cash.
• The company recognizes and is addressing the need to raise additional capital or become revenue positive in order to continue to execute its business plan in the future. There is no assurance that additional financing or revenue will be available when needed or that the company will be able to obtain financing on terms acceptable to it or whether the company will become profitable and generate positive operating cash flow.

Off-Balance Sheet Arrangements

• As of March 31, 2025, the company had no off-balance sheet arrangements.

Critical Accounting Estimates

• The most significant estimates impact the accounting for stock compensation.

Recently Issued Accounting Standards Not Yet Effective or Adopted

• The Financial Accounting Standards Board (FASB) issued ASU 2024-03, which amends the disclosure requirements for the disaggregation of income statement expenses. This update requires public business entities to provide more detailed expense disclosures, effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

In summary, RAKR is a company that specializes in energy-efficient freshwater production and purification technologies, with a focus on providing sustainable water solutions to communities and industries globally. The company has faced financial challenges, with recurring losses and limited resources, but remains committed to its business model and is exploring various options to raise additional capital or become revenue positive. The company’s acquisition of Miranda and its expanded product portfolio provide opportunities for growth, but the company will need to address its liquidity and capital resource issues to execute its business plan effectively.