Rainmaker Worldwide Inc NT 10-K, filed Apr 1, 2026
Rainmaker Worldwide Inc. (RAKR)
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| UNITED STATES | OMB Number: 3235-0058 | |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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| SEC FILE NUMBER | ||
| FORM 12b-25 | ||
| CUSIP NUMBER | ||
| NOTIFICATION OF LATE FILING |
| (Check one): | ☒ Form 10-K | ☐ Form 20-F | ☐ Form 11-K | |
| ☐ Form 10-Q | ☐ Form 10-D | ☐ Form N-CEN | ☐ Form N-CSR |
For Period Ended: December 31, 2025
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
For the Transition Period Ended:____________________________________________________
| Read Instruction (on back page) Before Preparing Form. Please Print or Type. |
| Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Rainmaker Worldwide Inc.
Full Name of Registrant
Former Name if Applicable
2510 East Sunset Road, Suite 5 #925
Address of Principal Executive Office (Street and Number)
Las Vegas, NV 89120
City, State and Zip Code
| SEC 1344 (01-19) | Potential persons who are to respond to the collection of information contained in this Form are not required to respond unless the Form displays a currently valid OMB control number. |
| Board of Governors of the Federal Reserve System | OMB Number 7100-0091 | Approval expires August 31, 2026 |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☒ | (a) | The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense; |
☒
☐ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Rainmaker Worldwide Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 within the prescribed time period without unreasonable effort and expense. The delay is primarily due to additional time required to complete year-end financial reporting processes, including the finalization of accounting records and completion of internal and external review procedures. The Company is actively working to complete the required information and expects to file its Form 10-K within the prescribed extension period.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Michael O’Connor | 702 | 608-1990 | ||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). |
| ☒ Yes ☐ No | |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
| ☐Yes ☒ No | |
| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 12b-25 to be signed on its behalf by the undersigned hereunto duly authorized.
| RAINMAKER WORLDWIDE INC. | ||
| Dated: April 1, 2026 | By: | /s/ Michael O’Connor |
| Name: | Michael O’Connor | |
| Title: | Chief Executive Officer | |
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