Nature of Operations and Going Concern |
6 Months Ended |
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Jun. 30, 2025 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Going Concern | Note 1: Nature of Operations and Going Concern
Nature of Operations
Rainmaker Worldwide Inc. (“RAKR” or the “Company”) is a Nevada corporation specializing in energy-efficient potable water production and purification technologies. The Company utilizes Atmospheric Water Generator (“AWG”) systems that extract water from atmospheric humidity and offers a wide range of solutions to transform contaminated or seawater into potable or reusable water. Through its strategic partnerships, Rainmaker focuses on providing sustainable water solutions to communities and industries globally. At 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.
Company History
Rainmaker Worldwide Inc.’s (“RAKR” or the “Company”) corporate journey has included significant restructuring efforts. Originally formed as Gold and Silver Mining of Nevada, Inc., the Company underwent a merger with Rainmaker Worldwide Inc. (Ontario) (“RWI”) in 2017, resulting in a reverse acquisition where RWI shareholders took control of the combined entity. In 2021, Rainmaker and RWI entered into an agreement with RHBV, Dutch Rainmaker B.V. (“DRM”), and Wind en Water Technologie Holding B.V. (“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 continues as a Nevada-based corporation that became publicly traded on July 3, 2017, following a reverse merger. The Company specializes in energy-efficient potable water production through Atmospheric Water Generator (“AWG”) systems that extract water from humidity and similarly efficient purification systems through Miranda and through technology partners. Rainmaker focuses on providing sustainable and potable water solutions to communities and industries globally through strategic partnerships. Rainmaker has the capability to be a full service water delivery partner for medium sized communities, developments of all kinds, and industrial/commercial applications. RAKR has been an SEC filing company since October, 2021.
The Company originally operated through RWI in Ontario, Canada. It was established in 2014 to commercialize efficient water technologies. In line with its expansion strategy, 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. In order to facilitate this transaction, Rainmaker sold a 60% stake in RWI on March 31, 2023, retaining a 40% interest. This acquisition significantly expanded RAKR’s portfolio through distribution rights of Miranda’s products. In addition, Miranda has a wide range of technological partners that RAKR has access to, thereby widening the Company’s water treatment capabilities.
On 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%. As a 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. Given these conditions, the Company determined that the investment could not reasonably provide a sufficient return on investment (ROI) and therefore impaired the asset to zero. As of June 30, 2025, Rainmaker (RAKR) holds a 12.38% equity interest in RWI.
Although the equity value of this investment has been impaired, the Company continues to benefit from the original distribution rights, in particular for Mexico and the United States. The Company, RWI, Miranda and its partners will continue to work together to maximize the value of sales efforts. All 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. Therefore, the companies allocate the necessary resources to finalize and implement projects.
Today, 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.
Going Concern
The Company has incurred continuing losses from its operations and has an accumulated deficit of $77,630,465. There are no assurances the Company will be able to raise capital on acceptable terms or that cash flows generated from its operations will be sufficient to meet its current operating costs and required debt service. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its business, which could harm its financial condition and operating results. These conditions raise substantial doubt about the Company’s ability to continue ongoing operations. These financial statements do not include any adjustments that might result from the outcome of these uncertainties.
The Company’s ability to continue its operations and to pay its obligations when they become due is contingent upon the Company obtaining additional financing. Management’s plans include seeking to procure additional funds through debt and equity financing to enable it to meet its operating needs including current and future sales orders. In addition, revenues are being forecasted at the operational level.
Share Consolidation
On September 26, 2024, the Company filed Articles of Amendment to effect a share consolidation (also known as a reverse stock split) of its issued and outstanding common shares on a one-for-twenty-five basis. The share consolidation became effective on September 26, 2024. All share and per share amounts have been restated for all periods presented to reflect the share consolidation.
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