Rainmaker Worldwide (RAKR) files Form 12b-25; 2025 10-K delayed

Rhea-AI Filing Summary

Rainmaker Worldwide Inc. filed a Form 12b-25 notifying the SEC that it cannot file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 within the prescribed time without unreasonable effort and expense. The company attributes the delay to additional time needed to finalize year-end accounting records and complete internal and external review procedures and states it expects to file within the prescribed extension period.

Key Figures

Fiscal year end: December 31, 2025 Extension window (annual): 15 calendar days Extension window (quarterly): 5 calendar days +2 more

5 metrics

Fiscal year end December 31, 2025 Form 12b-25 references the annual report for the fiscal year ended

Extension window (annual) 15 calendar days Rule 12b-25 allows annual reports to be filed on or before the fifteenth calendar day following the prescribed due date

Extension window (quarterly) 5 calendar days Rule 12b-25 allows quarterly reports to be filed on or before the fifth calendar day following the prescribed due date

Contact phone 702-608-1990 Registrant contact telephone number listed on the form

Form date April 1, 2026 Signature block dated for the Form 12b-25 filing

Key Terms

Rule 12b-25, Form 12b-25, prescribed extension period

3 terms

Rule 12b-25 regulatory

"If the subject report could not be filed without unreasonable effort or expense"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 12b-25 regulatory

"Notification of Late Filing"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

prescribed extension period regulatory

"expects to file its Form 10-K within the prescribed extension period"

		OMB APPROVAL
	UNITED STATES	OMB Number: 3235-0058
	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	Expires: September 30, 2028  Estimated average burden  hours per response.......... 2.50
		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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FAQ

Why did RAKR file a Form 12b-25 for the fiscal year ended December 31, 2025?

The company says it needs more time to finalize year-end accounting records and complete internal and external review procedures. The notification explains the delay is due to additional time required for financial reporting processes, and the company is working to complete the Form 10-K.

When does Rainmaker Worldwide expect to file the delayed Form 10-K?

Rainmaker Worldwide expects to file the Form 10-K within the prescribed extension period under Rule 12b-25. The Form 12b-25 indicates the company plans to use the allowable extension to complete the required disclosures and attach any required exhibits.

Does this Form 12b-25 indicate other periodic reports are missing for RAKR?

The filing includes the standard checkbox about other periodic reports; the form does not identify any missing periodic reports in the provided excerpt. The document does not list outstanding reports for the prior 12 months.

Who signed the Form 12b-25 for Rainmaker Worldwide (RAKR)?

The Form 12b-25 is signed by Michael O’Connor, Chief Executive Officer. The signature block in the filing shows the document was dated April 1, 2026 and signed by the CEO on the company’s behalf.

What is Rule 12b-25 and how does it apply to RAKR?

Rule 12b-25 permits a short extension when a registrant cannot file a periodic report without unreasonable effort or expense. RAKR used this rule to notify regulators that it will file its Annual Report within the permitted extension period.