An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. The information contained in this preliminary offering circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This preliminary offering circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of such state. The Company may elect to satisfy its obligation to deliver a final offering circular by sending you a notice within two business days after the completion of the Company’s sale to you that contains the URL where the final offering circular or the offering statement in which such final offering circular was filed may be obtained.

AMENDMENT NO. 6

PRELIMINARY OFFERING CIRCULAR DATED MARCH 7, 2025

WATER ON DEMAND, INC.

13575 58th Street North, Suite 200

Clearwater, FL 33760

https://www.waterondemand.net/

UNITS (1 SHARE COMMON STOCK AND 2 WARRANTs)

MINIMUM INDIVIDUAL INVESTMENT: 400 UNITS ($ 1,000)

SEE “SECURITIES BEING OFFERED” AT PAGE 42

The Company expects that the amount of expenses of the offering (not including marketing to investors and commissions or state filing fees) will be approximately $100,000.

The Company has engaged Enterprise Bank as an escrow agent (the “Escrow Agent”) to hold funds tendered by investors, and may hold a series of closings on a rolling basis at which we receive the funds from the escrow agent and issue the Securities to investors. The offering will terminate at the earlier of the date at which the maximum offering amount has been sold or the date at which the offering is earlier terminated by the Company in its sole discretion. After each closing, funds tendered by investors will be available to the Company. 

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION

GENERALLY NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov.

This offering is inherently risky. See “Risk Factors” on page 16.

Sales of these securities will commence on approximately April 4, 2025.

The Company is following the “Offering Circular” format of disclosure under Regulation A.

TABLE OF CONTENTS

In this Offering Circular, the term Water On Demand,” “we,” “us,” “our,” or “the Company” refers to Water On Demand, Inc.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT, “ASSUME” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

RISK FACTORS

The Commission requires the Company to identify risks that are specific to its business and its financial condition. The Company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently riskier than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means you could lose all or a part of your investment.

We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.

The Company is still in an early phase and we are just beginning to implement our business plan. There can be no assurance that we will ever operate profitably. The likelihood of our success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by early-stage companies. The Company may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.

The amount of capital the Company is attempting to raise in this Offering may not be enough to sustain the Company’s current business plan.

In order to achieve the Company’s near and long-term goals, the Company may need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If we are not able to raise sufficient capital in the future, we may not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause an Investor to lose all or a portion of their investment.

We may face potential difficulties in obtaining capital.

We may have difficulty raising needed capital in the future as a result of, among other factors, our lack of revenues from sales, as well as the inherent business risks associated with our Company and present and future market conditions. Future sources of revenue may not be sufficient to meet our future capital requirements. We will require additional funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, we may be required to delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs, product launches or marketing efforts, any of which may materially harm our business, financial condition and results of operations.

We may implement new lines of business or offer new products and services within existing lines of business.

As an early-stage company, we may implement new lines of business at any time. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible. We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, we could lose business, be forced to price products and services on less advantageous terms to retain or attract clients or be subject to cost increases. As a result, our business, financial condition or results of operations may be adversely affected.

In order to satisfy the Company’s obligations as a public company, we will need to hire qualified accounting and financial personnel with appropriate public company experience.

As a public company, we will need to establish and maintain effective disclosure and financial controls and make changes in its corporate governance practices. We may need to hire additional accounting and financial personnel with appropriate public company experience and technical accounting knowledge, and it may be difficult to recruit and retain such personnel. Even if the Company is able to hire appropriate personnel, its existing operating expenses and operations will be impacted by the direct costs of their employment and the indirect consequences related to the diversion of management resources from research and development efforts.

The commercial and credit environment may adversely affect the Company’s access to capital.

We will need to continue to raise capital in order to execute our business plan. the Company’s ability to issue debt or enter into other financing arrangements on acceptable terms could be adversely affected if there is a material decline in the demand for its products or in the solvency of its customers or suppliers or if there are other significantly unfavorable changes in economic conditions. Volatility in the world financial markets could increase borrowing costs or affect the Company’s ability to access the capital markets. Capital raised by us may have a dilutive impact on existing stockholders and if the Company is unable to raise additional capital on favorable terms, or at all, we may be unable to maintain its research and development activities or may be unable to grow its business, which could impact the Company’s operating results and gross margin adversely.

Wage increases and pressure in certain geographies may prevent us from sustaining the Company’s competitive advantage and may reduce its profit margin.

Measures are being taken in the United States and globally to increase minimum wages, and there is a shortage of skilled labor in certain locations leading to increased wage pressure. Similarly, with an increased global focus on environmental, social and corporate-governance concerns and sustainability, input costs have been steadily rising. Accordingly, we may need to increase the levels of labor compensation more rapidly than in the past to remain competitive in attracting and retaining the quality and amount of labor that its business requires. To the extent that the Company is not able to control or share wage increases, wage increases may reduce its margins and cash flows, which could adversely affect its business.

The loss of one or more key members of the Company’s management team or personnel, or its failure to attract, integrate and retain additional personnel in the future, could harm its business and negatively affect its ability to successfully grow its business.

The Company is highly dependent upon the continued service and performance of the key members of the Company’s management team and other personnel. The loss of any of these individuals, each of whom is “at will” and may terminate his or her employment relationship with us at any time, could disrupt its operations and significantly delay or prevent the achievement of its business objectives. We believe that its future success will also depend in part on its continued ability to identify, hire, train and motivate qualified personnel. High demand exists for senior management and other key personnel (including technical, engineering, product, finance and sales personnel) in the infrastructure and manufacturing industry. A possible shortage of qualified individuals in the regions where we operate might require us to pay increased compensation to attract and retain key employees, thereby increasing its costs. In addition, we face intense competition for qualified individuals from numerous companies, many of whom have substantially greater financial and other resources and name recognition than us. We may be unable to attract and retain suitably qualified individuals who are capable of meeting its growing operational, managerial and other requirements, or we may be required to pay increased compensation in order to do so. For example, the Company’s failure to attract and retain shop floor employees may inhibit its ability to fulfill production orders for its customers. the Company’s failure to attract, hire, integrate and retain qualified personnel could impair its ability to achieve its business objectives.

All of the Company’s employees (which includes full time and part time employees and consultants) are at-will employees, meaning that they may terminate their employment relationship with us at any time, and their knowledge of its business and industry would be extremely difficult to replace. We generally enter into non-competition agreements with its employees and certain consultants. These agreements prohibit the Company’s employees and applicable consultants from competing directly with us or working for its competitors or customers while they work for us, and in some cases, for a limited period after they cease working for us. We may be unable to enforce these agreements under the laws of the jurisdictions in which its employees and applicable consultants work and it may be difficult for us to restrict the Company’s competitors from benefiting from the expertise that the Company’s former employees or consultants developed while working for us. If we cannot demonstrate that its legally protectable interests will be harmed, we may be unable to prevent its competitors from benefiting from the expertise of its former employees or consultants and its ability to remain competitive may be diminished.

Risks Related to Government Regulations

Our business is subject to various laws and regulations and changes in such laws and regulations, or failure to comply with existing or future laws and regulations, could adversely affect our business.

Our business is subject to numerous and frequently changing federal, state and local laws and regulations. We routinely incur significant costs in complying with these regulations. The complexity of the regulatory environment in which we operate and the related cost of compliance are increasing due to additional legal and regulatory requirements, our expanding operation and increased enforcement efforts. Further, uncertainties exist regarding the future application of certain of these legal requirements to our business. New or existing laws, regulations and policies, liabilities arising thereunder and the related interpretations and enforcement practices, particularly those dealing with environmental protection and compliance, taxation, zoning and land use, workplace safety, public health, recurring debit and credit card charges, information security, consumer protection, and privacy and labor and employment, among others, or changes in existing laws, regulations, policies and the related interpretations and enforcement practices, particularly those governing the sale of products and consumer protection, may result in significant added expenses or may require extensive system and operating changes that may be difficult to implement and/or could materially increase our cost of doing business. For example, we have to comply with recent new laws in some of the states in which we operate regarding recycling, waste, minimum wages, and sick time. In addition, we are subject to environmental laws pursuant to which we could be strictly liable for any contamination at our current or former locations, or at third-party waste disposal sites, regardless of our knowledge of or responsibility for such contamination.

Our operations are subject to certain environmental laws and regulations.

Our current and former operations are governed by federal, state and local laws and regulations, including environmental regulations. Certain business activities involve the handling, storage, transportation, import/export, recycling, or disposing of various new and used products and generate solid and hazardous wastes. These business activities are subject to stringent federal, regional, state and local laws, by-laws and regulations governing the storage and disposal of these products and wastes, the release of materials into the environment or otherwise relating to environmental protection. These laws and regulations may impose numerous obligations upon our locations’ operations, including the acquisition of permits to conduct regulated activities, the imposition of restrictions on where or how to store and how to handle new products and to manage or dispose of used products and wastes, the incurrence of capital expenditures to limit or prevent releases of such material, the imposition of substantial liabilities for pollution resulting from our locations’ operations, and costs associated with workers’ compensation and similar health claims from employees.

Environmental laws and regulations have generally imposed further restrictions on our operations over time, which may result in significant additional costs to our business. Failure to comply with these laws, regulations, and permits may result in the assessment of administrative, civil, and criminal penalties, the imposition of remedial and corrective action obligations, and the issuance of injunctions limiting or preventing operation of our locations. Any adverse environmental impact on our locations, including, without limitation, the imposition of a penalty or injunction, or increased claims from employees, could materially and adversely affect our business and the results of our operations.

Environmental laws also impose liability for damages from and the costs of investigating and cleaning up sites of spills, disposals or other releases of hazardous materials. Such liability may be imposed, jointly and severally, on the current or former owners or operators of properties or parties that sent wastes to third-party disposal facilities, in each case without regard to fault or whether such persons knew of or caused the release. Moreover, neighboring landowners and other third parties may file claims for nuisance (including complaints involving noise and light), personal injury and property or natural resource damage allegedly caused by our operations and the release of petroleum hydrocarbons, hazardous substances or wastes into the environment. Although we are not presently aware of any such material liability related to our current or former locations or business operations, such liability could arise in the future and could materially and adversely affect our business and the results of our operations.

Government regulations, weather conditions and natural hazards may affect our business.

Climate change, drought, overuse of sources of water, the protection of threatened species or habitats or other factors may limit the availability of ground and surface water. Climate change and seasonal drought conditions may impact our access to water supplies, and drought conditions currently exist in several areas of the United States. Governmental restrictions on water use may also result in decreased access to water supplies, which may adversely affect our financial condition and results of operations. Water service interruptions due to severe weather events are also possible. These include winter storms and freezing conditions in colder climate locations, high wind conditions in areas known to experience tornados, earthquakes in areas known to experience seismic activity, high water conditions in areas located in or near designated flood plains, hurricanes and severe electrical storms also have the potential to impact our access to water.

Any interruption in our ability to access water could materially and adversely affect our financial condition and results of operations. Furthermore, losses from business interruptions or damage to our facilities might not be covered by our insurance policies and such losses may make it difficult for us to secure insurance in the future at acceptable rates.

Failure to protect or enforce our intellectual property could reduce or eliminate any competitive advantage and reduce our potential sales and profitability and the cost of protecting or enforcing our intellectual property may be significant.

Our long-term success depends on our ability to market innovative competitive products. We own a number of patents, trade secrets, copyrights, trademarks, trade names and other forms of intellectual property related to our products and services throughout the world and the operation of our business, which we rely on to distinguish our services and solutions from those of our competitors. Patents have a limited life and, in some cases, have expired or will expire in the near future. We also have non-exclusive rights to intellectual property owned by others in certain of our markets. For example, some of our products may include components that are manufactured by our competitors. Our intellectual property may be challenged, invalidated, stolen, circumvented, infringed or otherwise violated upon by third parties or we may be unable to maintain, renew or enter into new license agreements with third-party owners of intellectual property on reasonable terms, or at all. In addition, the global nature of our business increases the risk that our intellectual property may be subject to infringement, theft or other unauthorized use or disclosure by others. Our ability to protect and enforce intellectual property rights, including through litigation or other legal proceedings, also varies across jurisdictions and in some cases, our ability to protect our intellectual property rights by legal recourse or otherwise may be limited, particularly in countries where laws or enforcement practices are less protective than those in the United States. Our inability to obtain sufficient protection for our intellectual property, or to effectively maintain or enforce our intellectual property rights, could lead to reputational harm and/or adversely impact our competitive position, business, financial condition or results of operations.

Competitors and others may also initiate litigation or other proceedings to challenge the scope, validity or enforceability of our intellectual property or allege that we infringed, misappropriated or otherwise violated their intellectual property. Any litigation or proceedings to defend ourselves against allegations of infringement, misappropriation, or other violations of intellectual property rights, regardless of merit, could be costly, divert attention of management and may not ultimately be resolved in our favor. If we are unable to successfully defend against claims that we have infringed the intellectual property rights of others, we may be prevented from using certain intellectual property or offering certain products, or may be liable for substantial damages, which in turn could materially adversely affect our business, financial condition or results of operations. We may also be required to develop an alternative, non-infringing product that could be costly, time-consuming or impossible, or seek a license from a third party, which may not be available on terms that are favorable to us, or at all. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

We rely on a limited number of suppliers for certain raw materials and supplied components. We may not be able to obtain sufficient raw materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms, which could impair our ability to fulfill our orders in a timely manner or increase our costs of production.

Our ability to manufacture is dependent upon sufficient availability of raw materials and supplied components, which we secure from a limited number of suppliers. Our reliance on suppliers to secure these raw materials and supplied components exposes us to volatility in the prices and availability of these materials. We may not be able to obtain sufficient supply of raw materials or supplied components, on favorable terms or at all, which could result in delays in manufacture of our spacecraft or increased costs.

Additionally, the imposition of tariffs on such raw materials or supplied components could have a material adverse effect on our operations. Prolonged disruptions in the supply of any of our key raw materials or components, difficulty qualifying new sources of supply, implementing use of replacement materials or new sources of supply or any volatility in prices could have a material adverse effect on our ability to operate in a cost-efficient, timely manner and could cause us to experience cancellations or delays of scheduled launches, customer cancellations or reductions in our prices and margins, any of which could harm our business, financial condition and results of operations.

Although dependent on certain key personnel, the Company does not have any key person life insurance policies on any such people.

We are dependent on certain key personnel in order to conduct our operations and execute our business plan, however, the Company has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of these personnel die or become disabled, the Company will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Company and our operations. We have no way to guarantee key personnel will stay with the Company, as many states do not enforce non-competition agreements, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on key personnel.

Potential Risks Associated with Global Panemics

COVID-19. On March 11, 2020, the World Health Organization declared the current outbreak of a novel coronavirus disease 2019 (“COVID-19”) to be a global pandemic. The COVID-19 outbreak led (and may continue to lead) to disruptions in the global economy, including extreme volatility in the stock market and capital markets and severe disruptions in the global supply chain, capital markets and economies. Future outbreaks of similar pandemics could have a significant affect upon the Company, its business and its ability to continue as a going concern.

Financial projections require caution

Prospective investors are urged to consider that any financial projections which might be discussed by the Company or its officers, employees, etc. should not be understood as any guarantee or assurance made on behalf of the Company. Projections based on past performance data or mathematical models are subject to externalities and risks of which the compiler may not or could not be aware. Such projections would not and should not be construed as indications or guarantees of future financial performance, nor should they be understood as such by prospective investors. Prospective investors should be aware of the inherent inaccuracies of forecasting. Although the Company has a reasonable basis for projections it might make and provide them herewith in good faith, prospective investors may wish to consult independent market professionals about the Company’s potential future performance.

Damage to our reputation could negatively impact our business, financial condition and results of operations

Our reputation and the quality of our brand are critical to our business and success in existing markets and will be critical to our success as we enter new markets. Any incident that erodes consumer loyalty for our brand could significantly reduce its value and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate as is it’s impact. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction.

Risks Related to the Securities

The Securities will not be freely tradable under the Securities Act until one year from the initial purchase date. Although the Securities may be tradable under federal securities law, state securities regulations may apply, and each Investor should consult with their attorney.

You should be aware of the long-term nature of this investment. Because the Securities have not been registered under the Securities Act or under the securities laws of any state or foreign jurisdiction, the Securities have transfer restrictions and cannot be resold in the United States except pursuant to an applicable securities exemption. Although the Company is party to the Business Combination Agreement, there is no guarantee that the Business Combination will ever be completed and that the Company’s shares will be registered. Limitations on the transfer of the Securities may also adversely affect the price that you might be able to obtain for the Securities in a private sale. Investors should be aware of the long-term nature of their investment in the Company. Each Investor in this Offering will be required to represent that they are purchasing the Securities for their own account, for investment purposes and not with a view to resale or distribution thereof exchange.

This Offering is not Registered.

The offerings of the Securities will not be registered with the SEC under the Securities Act or with the securities authorities of any state. The Securities are being offered in reliance on exemptions from the registration provisions of Regulation A of the Securities Act and state securities laws applicable to offers and sales to prospective Investors meeting the prospective investor suitability requirements set forth herein. If the Board or the Company fail to comply with the requirements of such exemptions, prospective purchasers may have the right to rescind their purchase of the Securities, as applicable.

There is no guarantee of a return on an Investor’s investment.

There is no assurance that an Investor will realize a return on their investment or that they will not lose their entire investment. For this reason, each Investor should read this Memorandum and all exhibits carefully and should consult with their attorney and business advisor prior to making any investment decision.

There is currently no public market for our Securities. Failure to develop or maintain a trading market could negatively affect the value of our Securities and make it difficult or impossible for you to sell your Securities.

Prior to this Offering, there has been no public market for our Securities and a public market for our Securities may not develop after completion of this offering. There is no guarantee that the Business Combination will be completed or that there will ever be a public market for the Securities. There can be no assurance as to the liquidity of any markets that may develop for our Securities, the ability of holders of Securities to sell their Securities, or the prices at which holders may be able to sell Securities.

Your percentage ownership in the Company may be diluted in the future.

Stockholders’ percentage ownership in the Company may be diluted in the future because of equity issuances for acquisitions, capital market transactions or otherwise, including equity awards that the Combined Company will be granting to directors, officers and other employees. The Board has adopted an equity incentive plan subject to stockholder approval, for the benefit of certain of our current and future employees, service providers and non-employee directors.

From time-to-time, the Company may opportunistically evaluate and pursue acquisition opportunities, including acquisitions for which the consideration thereof may consist partially or entirely of newly-issued shares of Company common stock and, therefore, such transactions, if consummated, would dilute the voting power and/or reduce the value of our common stock.

An active, liquid trading market for the Company’s common stock may not develop, which may limit your ability to sell your shares.

The Company is currently a private company. An active trading market for the Company’s shares of common stock may never develop or be sustained following the consummation of the Business Combination. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither the Company nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of the Company’s common stock. An inactive market may also impair the Company’s ability to raise capital to continue to fund operations by issuing shares and may impair the Company’s ability to acquire other companies or technologies by using the Company’s shares as consideration.

The issuance of additional shares of common stock, preferred stock or convertible securities will likely dilute your ownership and could adversely affect the stock price.

From time to time in the future, the Company will likely issue additional shares of common stock, preferred stock or securities convertible into common stock pursuant to a variety of transactions, including acquisitions. Additional shares of common stock may also be issued upon exercise of outstanding stock options and warrants to purchase common stock. The issuance by us of additional shares of common stock or securities convertible into common stock would dilute your ownership of the Company and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of our common stock. Subject to the satisfaction of vesting conditions and the expiration of lockup agreements, shares issuable upon exercise of options will be available for resale immediately in the public market without restriction.

Issuing additional shares of the Company’s capital stock, other equity securities, or securities convertible into equity would dilute the economic and voting rights of our existing stockholders, could reduce the market price of our common stock, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. The Company’s decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing, or nature of our future offerings. As a result, holders of the Company’s common stock bear the risk that the Company’s future offerings may reduce the market price of the Company’s common stock and dilute their percentage ownership.

There is a risk of a loss of your investments.

There is no assurance that the Company’s activities will be profitable or that your investment in the Preferred Securities will be profitable. You may lose all of your investment.

There is an absence of a merit review of this offering.

No state or federal authority has reviewed the accuracy or adequacy of the information contained herein nor has any regulatory authority made a merit review of the offering or the terms of the Securities. Therefore, you must judge for yourself the adequacies of the disclosures, the pricing and fairness of the terms of the offering. This offering is being made in reliance on an exemption from registration contained in the Act and the rules and regulations thereunder, and on similar exemptions from the qualification provisions of applicable state securities laws. You must also recognize that they do not necessarily have any of the protections afforded by applicable federal and state securities laws as may be provided in registered and/or qualified offerings and therefore must judge the fairness of the terms of this Subscription and the adequacy and accuracy of the Memorandum without the benefit of prior review by any regulatory agency.

No Representation of Investors.

Each of the Investors acknowledges and agrees that counsel for the Company does not represent and shall not be deemed under the applicable codes of professional responsibility to have represented or to be representing any or all of the Investors in any respect.

No Broker Dealer.

Currently the Board has not engaged the services of a broker dealer and it is uncertain whether a broker dealer will be used for this Offering. Under federal securities laws, an independent broker-dealer is expected to take steps to ensure that the information contained in this Memorandum is accurate and complete. The steps are typically taken by the “Managing Underwriter” or “Managing Dealer” who participates in the preparation of an offering memorandum. In addition, the Managing Dealer has certain duties related to an offering, including a duty to a prospective investor to ensure that an investment in a security is suitable for that prospective investor, a duty to conduct adequate due diligence with respect to the offering and a duty to comply with federal and state securities laws. Although the Company has not engaged a Managing Dealer for this Offering, Clarity Partners, a business consulting firm and not a registered broker dealer, has performed an independent review and analysis of the Memorandum and this Offering will not be conducted.

Forward-Looking Statements

The Private Placement Memorandum contains certain forward-looking statements regarding the plans and objectives of management for future operations, including plans and objectives relating to the development of the Company’s business. The forward-looking statements included herein are based on current expectations and assumptions that involve numerous risks and uncertainties. Although the Company believes that its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate. As a result, there can be no assurance that the forward-looking statements included in the Private Placement Memorandum shall prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other entity that the objectives and plans for the Company shall be achieved.

The foregoing list of risk factors does not purport to be complete and does not describe all of the risks relating to an investment in the Company. Some of the other risks of an investment in the Company are nor foreseen or fully discernible, understood or recognizable by the Company. Subscribers should read the Operating Agreement, this Agreement, these Risk Factors and consult with their own legal and financial advisers before investing in the Company.

THE SECURITIES OFFERED INVOLVE A HIGH DEGREE OF RISK AND MAY RESULT IN THE LOSS OF YOUR ENTIRE INVESTMENT. ANY PROSPECTIVE INVESTOR CONSIDERING THE PURCHASE OF THESE SECURITIES SHOULD BE AWARE OF THESE AND OTHER FACTORS SET FORTH IN THIS MEMORANDUM AND SHOULD CONSULT WITH HIS OR HER LEGAL, TAX AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN THE SECURITIES. THE SECURITIES SHOULD ONLY BE PURCHASED BY PERSONS WHO CAN AFFORD TO LOSE ALL OF THEIR INVESTMENT.

IN ADDITION TO THE RISKS LISTED ABOVE, RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN, OR WHICH WE CONSIDER IMMATERIAL AS OF THE DATE OF THIS MEMORANDUM, MAY ALSO HAVE AN ADVERSE EFFECT ON OUR BUSINESS AND RESULT IN THE TOTAL LOSS OF YOUR INVESTMENT.

DILUTION

Dilution means a reduction in value, control, or earnings of the Securities the investor owns.

Immediate dilution

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the Company. When the Company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is diluted because all the Securities are worth the same amount, and you paid more than earlier investors for your shares.

The following table presents the Company’s capitalization as of the date of this Offering Circular and compares the price that new investors are paying for their shares with the effective cash price paid by existing stockholders (which includes officers, directors, promoters or affiliated persons of the Company), assuming full conversion of preferred stock and full vesting and exercise of outstanding stock options, and based on the assumption that the price per Unit/Common Share in this offering is $2.50. This method gives investors a better picture of what they will pay for their investment compared to the Company’s insiders. In the past year, none of the Company’s officers, directors, promoters or affiliated persons have acquired any shares of Common or Preferred Stock of the Company.

INCLUDING ALL ISSUED (NON-FORFEITED) OPTIONS AND SHARES:

Future dilution

Another important way of looking at dilution is the dilution that happens due to future actions by the Company. The investor’s stake in a company could be diluted due to the Company issuing additional shares. In other words, when the Company issues more shares, the percentage of the Company that you own will go down, even though the value of the Company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another crowdfunding round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock.

If the Company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the Company offers dividends, and most early-stage companies are unlikely to offer dividends, preferring to invest any earnings into the Company).

If you are making an investment expecting to own a certain percentage of the Company or expecting each share to hold a certain amount of value, it’s important to realize how the value of those shares can decrease by actions taken by the Company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

USE OF PROCEEDS

The net proceeds of a fully subscribed $75,000,000 offering (10,000,000 Units at $2.50 per Unit and the exercise of 20,000,000 warrants at $2.50 per share), after estimated total offering expenses and commissions of $187,500 will be approximately $74,812,500. Water On Demand plans to use these proceeds as follows:

Because the offering is a “best efforts” offering without a required minimum offering amount, we may close the offering without sufficient funds for all the intended purposes set out above. There is no arrangement to return funds to subscribers if all of the securities offered are not sold.

The Company reserves the right to change the above use of proceeds without notice if management believes it is in the best interests of the Company.

THE COMPANY’S BUSINESS

Progressive Water Treatment WT

PWT, based in Sherman, Texas, designs, builds, and services a broad range of industrial water treatment solutions. It seeks to provide a comprehensive, end-to-end offering that addresses the increasing corporate demand for outsourced water treatment.

PWT designs and manufactures turnkey water treatment systems for municipal, industrial and pure water applications. Its competitive advantages lie in 25-years’ experience that enables depth of understanding each customer’s needs and employing multiple technologies – such as chemical injection, media filtration, membranes, ion exchange, and supervisory control and data acquisition (“SCADA”) systems – to deliver complete, customized solutions.

In addition to system design and manufacturing, PWT offers ongoing services that include maintenance contracts, retrofits, and replacement support. The Company also rents equipment under contracts of varying terms.

Modular Water Systems

In 2018, OCLN launched Modular Water Systems (“MWS”), a leader in onsite, prefabricated wastewater treatment systems made with sophisticated materials that can last decades. MWS offers modular wastewater treatment products designed for commercial development, RV parks and campgrounds, residential development, schools and institutions, hotels and resorts and various other applications. MWS’s modular water treatment systems are factory assembled before shipment and on-site installation. MWS’s pre-fabrication strategy significantly simplifies and expedites final installation.

With PWT and other companies as fabricators and assemblers, MWS designs, manufactures and delivers prefabricated water transport (pump and lift stations) under the EveraMOD™ brand; and wastewater treatment plant (“WWTP”) products under the EveraSKID™ and EveraTREAT™ brands to customers and end-users which are required to clean their own wastewater, such as schools, small communities, institutional facilities, real estate developments, factories, and industrial parks.

MWS’s modular systems utilize the latest advancements in wastewater technology including fixed film biological treatment, membrane bioreactor filtration and real-time remote monitoring and control systems. MWS systems utilize high quality Structurally Reinforced ThermoPlastics (SRTP), which offers significant advantages over other treatment systems, including longevity and transportability.

In April 2023, OCLN sold all of the assets and intellectual property associated with MWS to WODI NV and as a result, MWS became a business division of WODI NV.

On August 12, 2022, MWS announced the inaugural delivery and installation of its pre-engineered EveraBOX™ to implement a low-risk Liquid Ammonium Sulfate (LAS) disinfectant system for Pennsylvania’s Beaver Falls Municipal Water Authority (BFMA). Typical of MWS products, EveraBOX is manufactured using inexpensive, long-lasting High-Density Polyethylene (HDPE) or Polypropylene (PP) materials. These are also classified as Structural Reinforced Thermoplastic Pipe (SRTP). These materials have proven to be less affected by supply chain issues currently impacting metal and fiberglass construction.

On January 10, 2024, OCLN and Buda, Texas-based Plastic Welding and Fabrication, Ltd. (PWF) jointly announced a Memorandum of Understanding (MOU) for a strategic partnership between OriginClear’s subsidiary, Water On Demand, Inc., and PWF.

PWF is already a key fabricator of highly durable, patent-based enclosures for Modular Water Systems (MWS), the technology division of Water on Demand that designs and develops highly scalable systems for self-contained water treatment and transportation. The MOU enhances the strategic relationship and enables MWS to build its complete water systems right where the enclosures are manufactured, for maximum efficiency and speed.

Additionally, Water on Demand and PWF signed a Letter of Intent (LOI) which provides a framework for negotiating a definitive agreement for WODI to acquire PWF and, if executed, would establish the first in-house manufacturing facility for the Modular Water Systems division. The acquisition is expected to be accretive. The parties caution that talks are in an early stage and may not succeed.

On March 26, 2024, OCLN announced the signing of a Memorandum of Understanding (MOU) between MWS and Enviromaintenance of Georgetown, TX to collaborate on sales of standardized systems in the Greater Central Texas Region, from Waco to San Antonio. Enviromaintenance is a leading provider of large community scale-on-site wastewater treatment and disposal systems, with a significant market presence in the Mobile Home Park (MHP) industry in the greater Austin area. The Company plans to recommend MWS’s fully integrated, modular wastewater treatment systems to MHPs, thereby providing mobile home park owners an affordable, reliable and efficient way to treat their wastewater.

Water on Demand

In 2023, OCLN launched WODI NV to offer private businesses the opportunity to outsource and finance water treatment and purification services on a per-gallon basis while gaining independence from traditional, centralized private water infrastructure. WODI NV’s value proposition is that by outsourcing water treatment and purification, private businesses can gain the water security of a private, decentralized infrastructure while avoiding the capital, technological and administrative burden required to design, finance, build, operate and maintain a water treatment solution. WODI NV uses a DBOO model for its pay-as-you-go water solutions for private businesses. WODI NV’s products include financing lines and pay-as-you-go financing for water solutions.

Combined Companies

As of this reporting period, Water on Demand, MWS and WODI NV have been consolidated under the Company, with OCLN being the largest single shareholder of the combined companies. The combined companies have complementary offerings that create meaningful synergies with the goal of allowing the Company to emerge as a leader in offering end-to-end outsourced water treatment services.

Reducing Risk through Outsourcing

Inflation of water rates greatly exceeds core inflation, creating a risk for managers of businesses served by municipalities. We believe this creates an incentive for self-treatment; but these businesses may lack the capital for large water plant expenditures, and the in-house expertise to manage them. Outsourcing through Water on Demand means that these companies do not have to worry about financing or managing the project.

As an example, in information technology sector, a limited number of companies operate their own server in-house powering their website. Rather, such servers are typically managed by professionals through a service level agreement. We believe this same concept can be applied towards water treatment, using outsourced water treatment solutions whereby the vendor retains ownership of the equipment. This concept is expanded to “Own and Operate”, an extension of the basic “Design and Build”, for a full offering known as “Design Build Own and Operate” or “DBOO”, which is very similar to the solar energy programs known as Power Purchase Agreements (PPAs).

Under such a plan, a business can outsource its wastewater treatment and avoid significant capital expenses and management responsibilities which can be a distraction from their core business.

We believe this is financially and operationally attractive to industrial, agricultural and commercial water users and can potentially drive additional revenue streams for OriginClear by providing water treatment as a service.

Market Opportunity

Globally, only about 20% of all sewage and 30% of all industrial wastewater undergo treatment or recycling, while approximately 35% of clean water is lost through leakage. Halving this loss could provide clean water to an additional 100 million people. This urgent challenge also presents a significant opportunity.

We believe businesses can no longer depend solely on large, centralized water utilities. Increasingly, commercial and industrial users are taking responsibility for their own water treatment and recycling. By installing on-site systems, these businesses secure a tangible asset that can increase property value, improve water quality, and lower costs – particularly when treated water is reused.

In our view, companies that invest in on-site water treatment are quietly establishing ‘decentralized water wealth’ for themselves while benefiting their communities. Notable, ESG criteria – which guide roughly one-quarter of all professionally managed investments worldwide – specifically consider how effectively corporations manage their water resources.

As aging infrastructure continues to fail and as the cost of new and replacement infrastructure escalates, we believe engineers and end-users will seek methods that make water and wastewater systems less expensive to deploy, own and operate. We expect the industry to place increasing emphasis on materials and delivery models designed for longer intervals between replacements, contributing to more cost-effective and sustainable solutions.

Competition

At the moment, we are not aware of any direct competitors in the pay as you go water treatment services that have viable commercial products, at the same scale as Water On Demand with l paying customers.

Employees

As of March 3rd, 2025, we had 24 full-time employees working for the Company. The Company has an arrangement with OriginClear, Inc. whereby OriginClear provides operational and administrative services for the Company.

Ligation

The Company is not involved in any litigation, and its management is not aware of any pending or threatened legal actions relating to its intellectual property, conduct of business activities or otherwise. From time to time, we may be involved in pending or threatened claims relating to contract disputes, employment, intellectual property and other matters that arise in the normal course of our business, which we do not deem to be material to the business.

The Company’s Property

The Company is co-located with OCLN at its headquarters at 13575 58^th Street North, Suite 200, Clearwater, FL 33760-3739 for a cost of $0 per month.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the related notes included elsewhere in this Offering Circular. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ significantly from those discussed in the forward-looking statements. Unless otherwise indicated, the latest results discussed below are as of December 31, 2023, December 31, 2024 and June 30, 2024.

Water on Demand, Inc. (Texas)(Formerly Progressive Water Treatment, Inc.)

Critical Accounting Policies

The SEC defines “critical accounting policies” as those requiring management’s most challenging, subjective or complex judgments, often involving estimates of inherently uncertain matters that may change over time.

While not all accounting policies involve such judgements or estimates, the following policies meet the SEC’s definition of critical accounting policy.

Revenue Recognition

We recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured.

Revenues and related costs on construction contracts are recognized as the performance obligations for work are satisfied over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit will be recognized as the customer obtains control of the goods and services promised in the contract (i.e., performance obligations). All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts for the revisions become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements, may result in revisions to costs and income, which are recognized in the period the revisions are determined

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill, impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, inventory valuation, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Fair Value of Financial Instruments

Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2023 and 2022 and the six months ended June 30,2024, the amounts reported for cash, prepaid expenses, accounts payable and accrued expenses approximate the fair value because of their short maturities.

Results of Operations

The Company consists of three business units formed by OriginClear, Inc., PWT, MWS and WODI NV. These combined entities provide complementary services, creating operational synergies aimed at establishing the Company as a leader in end-to-end outsourced water treatment solutions.

The Company designs and manufactures a complete line of water treatment systems for municipal, industrial and pure water applications. Its uniqueness is its ability to gain an in-depth understanding of customers’ needs and then to design and build an integrated water treatment system using multiple technologies to provide a complete solution for its customers. the Company utilizes a wide range of technologies, including chemical injection, media filters, membrane, ion exchange and SCADA (supervisory control and data acquisition) technology in turnkey systems. The Company also offers a broad range of services including maintenance contracts, retrofits and replacement assistance. In addition, the Company rents equipment in contracts of varying duration. Customers are primarily served in the United States and Canada, with the Company’s reach extending worldwide from Siberia to Argentina to the Middle East.

In 2018, OCLN launched MWS, a leader in onsite, pre-fabricated wastewater treatment systems made with sophisticated materials that can last decades. MWS offers modular wastewater treatment products designed for commercial development, RV parks and campgrounds, residential development, schools and institutions, hotels and resorts and various other applications. MWS’s modular water treatment systems are factory assembled before shipment and on-site installation. MWS’s pre-fabrication strategy significantly simplifies and expedites final installation.

MWS’s modular systems utilize the latest advancements in wastewater technology including fixed film biological treatment, membrane bioreactor filtration and real-time remote monitoring and control systems. MWS systems utilize high quality Structurally Reinforced ThermoPlastics (SRTP), which offers significant advantages over other treatment systems, including longevity and transportability.

In 2023, OCLN launched WODI NV to offer private businesses the opportunity to outsource and finance water treatment and purification services on a per-gallon basis while gaining independence from traditional, centralized private water infrastructure. WODI NV’s value proposition is that by outsourcing water treatment and purification, private businesses can gain the water security of a private, decentralized infrastructure while avoiding the capital, technological and administrative burden required to design, finance, build, operate and maintain a water treatment solution. WODI NV uses a Design-Build-Own-Operate model for its pay-as-you-go water solutions for private businesses.

We are incurring expenses in connection with the operation of the business.

Revenue and Cost of Sales

For the six months ended June 30, 2024, revenue was $2,604,196, compared to $3,823,932 for the same period in 2023, representing a decrease of $1,219,736 (31.9%). The decline was due to shifts in customer demand, changes in product mix, and other operational factors.

Cost of goods sold for the six months ended June 30, 2024, was $2,332,346, compared to $3,513,086 in 2023, reflecting a decrease of $1,180,740 (33.6%). The decrease was driven by lower production costs in line with reduced revenue, as well as operational efficiencies and cost management efforts.

Revenue for the year ended December 31, 2023, and 2022 was $6,681,886 and $10,350,281, respectively, representing a decrease of $3,668,395 (35.4%). This decrease was primarily due to the completion of a large contract in 2022 which resulted in higher income for that year. In 2023, the volume of contracts executed was lower, contributing to the decline in revenue. The higher revenue in 2022 was also driven by an increased number of contracts acquired and executed in that period.

The cost of goods sold for the year ended December 31, 2023, was $6,055,365, a decrease of $2,835,472 (31.9%) from $8,890,837 for the year ended December 31, 2022. The decrease was the result of decreased revenue as a result of fewer projects in 2023 compared to 2022 and consequently a decrease in cost of goods sold.

Operating Expenses

Operating expenses for the six months ended June 30, 2024 were $673,455 compared to $603,236 for the same period in 2023, reflecting an increase of $70,219 (11.6%). The increase was driven by higher administrative costs, expanded business operations, and investments in sales and marketing efforts. While operating expenses rose, the Company continue to focus on cost control measures to optimize efficiency and manage expenses in alignment with revenue trends.

Operating Expenses for the years ended December 31, 2023, and 2022, were $1,847,793 and $1,355,060, respectively. The $492,733 increase was the result of an increase of selling and marketing expenses in the amount of $73,101 and an increase of general administrative costs of $419,632 which included an increase in legal, accounting and compliance expenses primarily related to the business combination and registration process.

Other Income (expense)

Other expenses for the six months ended June 30, 2024, were $(4,737,764), compared to $(8,979,157) for the same period in 2023, representing a decrease of $4,241,393 (47.2%). The decrease was driven by lower non-cash expenses related to the conversion and settlement value added to note purchase agreements, which declined from $(6,037,589) in 2023 to $(1,297,000) in 2024.

Impairment of receivable from SPAC decreased from $(2,600,985) in 2023 to $(1,128,000) in 2024, contributing to the overall reduction in other expenses. However, this was partially offset by a $(1,273,680) loss upon deconsolidation recorded in 2024, which was not present in the prior year.

Net Income (Loss)

Net loss for the six months ended June 30, 2024, was $(5,139,369), compared to $(9,271,547) for the same period in 2023. The $4,132,178 reduction in net loss is driven by a significant decrease in other expenses, including lower impairment charges, reduced non-cash settlement costs, and improved operational efficiency. While revenue declined year-over-year, disciplined cost management efforts helped offset the impact, contributing to the overall improvement in net loss.

While revenue declined year-over-year, disciplined cost management efforts helped offset the impact, contributing to the overall improvement in net loss. The Company continues to focus on optimizing financial performance through strategic cost control and operational efficiencies.

For the year ended December 31, 2023, net loss of $19,562,525, compared to a net loss of $326,610 for the year ended December 31, 2022, representing an increase in net loss of $19,235,915. This increase was primarily due to a decrease in revenue of $3,668,395 (35.4%) resulting from fewer contracts executed in 2023, an increase in operating expenses of $492,733 compared to 2022, and a significant increase in other expenses of $17,910,259. The increase in other expenses was largely attributable to the impairment of receivables related to SPAC and related party balances, which reflected fair value adjustments of the subsidiary’s assets and liabilities at the time of deconsolidation from OCLN. Additionally, conversion and settlement costs associated with note purchase agreements, coupled with the lack of repayment on outstanding related party receivables, contributed to the overall increase in expenses.

As of December 31, 2023, total assets of $2,742,167, consisting of $374,191 in cash, $1,509,504 in contracts receivable, $455,102 in contract assets, $3,370 in net property and equipment, and $400,000 in SPAC Class B common shares. Total liabilities amounted to $21,844,957, including $1,335,210 in accounts payable, $1,103,158 in accrued expenses, $1,346,366 in contract liabilities, $13,600 in tax liabilities, $143,503 in customer deposits, $20,000 in warranty reserves, $178,808 for a line of credit, $864,528 due to related parties, and $16,729,089 in convertible promissory notes. The increase in total liabilities from December 31, 2022, was primarily due to the issuance of additional convertible promissory notes and increased accrued expenses related to the business combination process and other operational costs.

As of December 31, 2022, total assets of $5,262,287 and total liabilities of $5,764,170. The significant decrease in total assets by $2,520,120 (47.9%) from December 31, 2022, to December 31, 2023, was primarily due to reductions in contracts receivable and contract assets, reflecting slower project acquisition and completion rates. The increase in liabilities by $16,080,787 (279%) was primarily attributable to additional borrowings and higher accrued expenses associated with restructuring and operational activities.

Net cash used in operating activities was $3,747,544 for the year ended December 31, 2023, compared to net cash provided by operating activities of $300,001 for the year ended December 31, 2022. This significant increase in cash outflows reflects higher operating costs related to the business combination and restructuring efforts. The increased outflows were driven by integration challenges and efforts to address operational inefficiencies.

As of December 31, 2023, working capital deficit of $19,506,160 and an accumulated deficit of $20,089,408, compared to a working capital deficit of $909,269 and an accumulated deficit of $588,318 as of December 31, 2022. These deficits, combined with ongoing operational challenges, raise substantial doubt about the Company’s ability to continue as a going concern. The increase in the working capital and accumulated deficits is primarily due to increased borrowings, higher operating expenses, and significant impairment charges.

Our independent auditors have expressed substantial doubt about the Company’s ability to continue as a going concern in their report on the audited financial statements for the years ended December 31, 2023, and 2022. Continuation as a going concern depends on securing additional funding. During 2023 and the first half of 2024, the Company obtained funds from investors and is actively pursuing financing alternatives to support ongoing operations. Management believes that continued funding from current and new investors will provide the necessary capital for medium- to long-term sustainability.

The Company estimates that a minimum of $2,500,000 in additional capital is required over the next twelve months to support planned operations. Available capital includes cash on hand and receivables. Depending on available resources, adjustments to the business plan may be necessary, including changes to capital expenditures, acquisitions, and business expansion efforts.

There is no guarantee that the required funding will be available in sufficient amounts or on favorable terms. Management anticipates that contributions from existing shareholders, prospective investors, and future revenue streams will provide the cash needed to meet obligations and advance core business operations.

To mitigate these risks, the Company is exploring alternative financing options, including issuing additional equity or debt securities, securing credit facilities, and forming strategic partnerships or collaborations to provide additional funding or reduce costs. These measures are subject to market conditions and investor willingness to support the Company’s initiatives.

Cash Flow

The table below, for the periods indicated, provides selected cash flow information:

At December 31, 2023, we had cash of $374,191 and $564,118 as of December 31, 2022.

During the year ended December 31, 2023, we raised an aggregate of $7,537,603 in convertible secured promissory notes and issuance of common stock as compared to $1,304,631 for the year ended December 31, 2022. Our ability to continue as a going concern is dependent upon raising capital from financing transactions and future revenue, however, there cannot be any assurance that we will be able to raise additional capital from financing.

Net cash used in operating activities was $(3,747,544) for the year ended December 31, 2023 as compared to net cash provided by operating activities of $300,001 for the year ended December 31, 2022.

Net cash used in investing activities for the year ended December 31, 2023 was $(3,979,985) as compared to ($1,137,267) for the year ended December 31, 2022.

Net cash provided by financing activities was $7,537,603 for the year ended December 31, 2023 as compared to $1,304,631 for the year ended December 31, 2022.

The table below, for the periods indicated, provides selected cash flow information:

At June 30, 2024, we had cash of $202,644 and $374,191 at December 31, 2023.

During the six months ended June 30, 2024, net cash used in operating activities was $(1,332,087), compared to $(2,437,273) in 2023. The reduction in cash outflows was primarily driven by a lower net loss of $(5,139,369) in 2024, compared to $(9,271,547) in 2023, partially offset by working capital changes. Key adjustments included the $1,273,680 loss upon deconsolidation recorded in 2024 and a $4,740,589 decrease in non-cash conversion and settlement value losses related to note purchase agreements.

Investing activities used $(1,128,000) for the six months ended June 30, 2024, primarily for SPAC notes payable, compared to $(2,600,985) in 2023 due to lower issuance of convertible secured promissory notes.

Financing activities provided $2,288,540 for the six months ended June 30, 2024, down from $5,582,494 in 2023, due to lower issuance of convertible secured promissory notes.

Although our proceeds from the issuance of convertible debt together with revenue from operations are currently sufficient to fund our operating expenses in the near future, we will need to raise additional funds in the future so that we can expand our operations and complete the business combination. Therefore, our future operations are dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we may have to curtail our marketing and development plans and possibly cease our operations.

We have estimated our current average burn and believe that we have assets to ensure that we can function without liquidation for a limited time, due to our cash on hand, future revenue, and our ability to raise money from our investor base. Based on the aforesaid, we believe we have the ability to continue our operations for the immediate future and will be able to realize assets and discharge liabilities in the normal course of operations. However, there cannot be any assurance that any of the aforementioned assumptions will come to fruition and as such we may only be able to function for a short time.

Common Control Transactions

The financial statements presented are based on common control accounting per Financial Accounting Standards Boards (“FASB”) Accounting Standards Codification (“ASC”) 805 as the Company’s Executive Officer, T. Riggs Eckelberry, has a controlling financial interest in both the Company and PWT and therefore, the Company. Mr. Eckelberry holds 1,000 shares of Series C preferred stock of OriginClear, Inc. which entitles Mr. Eckelberry 51% of the total voting power of OriginClear, Inc. stockholders. As of June 30, 2024, OriginClear, Inc. owned 90% of the Company. OriginClear, Inc. provides operational, management and administrative services to the Company including its Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, full-time employees and consultants.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of June 30, 2024 and December 31, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

As of June 30, 2024, the Company had an aggregate of $20,068,589 in convertible promissory notes classified as short-term liabilities. This amount is strictly related to the convertible NPA loans and does not include the promissory notes payable to related parties. An additional $680,986 in promissory notes payable to related parties is reflected in the combined financial statements.

Fair Value of Financial Instruments

ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of us. Unobservable inputs reflect our assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

The fair value hierarchy is categorized into three levels based on the inputs as follows:

The fair value of our assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Income Taxes

We account for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

We recognize accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits, and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. We are currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

We have identified the United States as its only “major” tax jurisdiction.

We may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. Our management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

We comply with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, we first considered the undistributed income (loss) allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid. We then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable common stock. Any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, “Debt – Debt Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40).” The amendment in this ASU is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, the Board decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock per this ASU. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with prior GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this ASU are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. We have not early adopted the ASU and it will become effective for us on January 1, 2024 as we are an emerging growth company. We believe the adoption of this ASU would not have a material effect on our financial statements.

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Recent Trends

Our primary goal remains meeting client demands for additional orders of our technology and ensuring consistent performance in the field. The Company is focused on scaling its business to meet incoming orders. Increasing demand, along with media coverage in the United States, has driven and continues to drive an increase in orders and client inquiries.

Sales trends for the periods ended June 30, 2024 and December 31, 2023 showed demand across all of Water On Demand’s product service lines. The sales pipeline continues to grow and is strong, though similar to many business-to-business transactions, the enterprise sales cycle is extremely lengthy. Although we have executed contracts in less than 30 days, notionally these negotiations can range up to several years, taking into account the customer’s budget, finance, legal, facilities and other reviews. The sales process for this brand-new offering type requires significant streamlining and improvements, and we are taking steps to ensure our sales processes are robust, repeatable, and can enable our products to move through the sales pipeline quicker.

Transactions With Related Persons And Conflicts Of Interest

From time to time the Company may engage in transactions with related persons. Related persons are defined as any manager or officer of the Company; any person who is the beneficial owner of twenty percent (20%) or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power; any promoter of the Company; any immediate family member of any of the foregoing persons or an entity controlled by any such person or persons. Additionally, the Company will disclose here any transaction since the beginning of the issuer’s last fiscal year, or any currently proposed transaction, to which the issuer was or is to be a party and the amount involved exceeds five percent (5%) of the aggregate amount of capital raised by the issuer in reliance on section 4(a)(6), including the Target Offering Amount of this Offering, and the counter party is either (i) any manager or officer of the issuer; (ii) any person who is, as of the most recent practicable date but no earlier than 120 days prior to the date the offering statement or report is filed, the beneficial owner of twenty percent (20%) or more of the issuer’s outstanding voting equity securities, calculated on the basis of voting power; (iii) if the issuer was incorporated or organized within the past three years, any promoter of the issuer; or (iv) any member of the family of any of the foregoing persons, which includes a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships. The term spousal equivalent means a cohabitant occupying a relationship generally equivalent to that of a spouse.

As of the date of this Memorandum, the Company has not conducted any transactions with any related persons.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The directors, officers, managers, and key persons of the Company are listed below along with all positions and offices held at the Company and their principal occupation and employment responsibilities for the past three (3) years.

The Company’s directors and executive officers are as follows as of the Record Date:

Riggs Eckelberry; Co-Founder, Chairman and CEO. Mr. Eckelberry has served as OCLN’s Chief Executive Officer, Chairman, Secretary, Treasurer, and President since OCLN was acquired in October 2015. As co-founder, Mr. Eckelberry brings his veteran technology management skills to the Blue Technology sector. Prior to joining OCLN, Mr. Eckelberry served as President and COO of CyberDefender Corporation from 2005 to 2006, where he was instrumental in building the Company and its innovative product line, helping to achieve initial funding and a NASDAQ IPO. From 2001 to mid-2005, he served as founder and President of TechTransform, a technology consulting firm. From 2003 to 2004, he served as a marketing consultant where he was a key member of the team that commercialized YellowPages.com, resulting in its sale for $100 million to SBC/BellSouth. In 2003, Mr. Eckelberry served as the U.S. General Manager of Panda Software. During the high-tech boom of the 1990s, he was responsible for the global brand success of the software product, CleanSweep; as Chief Operating Officer of MicroHouse Technologies, he helped to achieve a successful sale of the Company to Earthweb; and he was a key member of the team that sale of venture-backed TriVida to what is now a division of ValueClick.

Ken Berenger; Co-Chairman, Executive Vice President. Mr. Berenger joined OriginClear in 2018 and currently serves as Co-Chairman of Water on Demand, Inc. while continuing his role as Executive Vice President of OriginClear, Inc. He brings over twenty-five years of experience in banking, investment, consulting, sales force training, and corporate finance, with expertise spanning public markets, private debt and equity, consumer debt counseling and resolution, and real estate financing. .

Earlier in his career, Mr. Berenger worked extensively with distressed homeowners and legal professionals during the 2008 foreclosure crisis, providing financial solutions and advisory services.

He holds an Emeritus Credential in Fintech Revolution: Transformative Financial Services and Strategies from the Wharton School of the University of Pennsylvania.

Prasad Tare; Chief Financial Officer. Prasad Tare has served as the Chief Financial Officer of OriginClear since June 2021. From March 2019 to April 2021, he was the Chief Financial Officer of Vertical Global Investments LLC, a private investment group. Prior to that, he was a Director at CBIZ Risk Advisory Services, a national public accounting and consulting firm, from 2016 to 2019, a Manager at RSM US LLP from 2013 to 2016 and a Senior Manager at EisnerAmper from 2004 to 2013.

James Woloszyn; Chief Operating Officer. James is an experienced operations executive with a track record of leading large-scale business transformations across multiple industries. He has held senior leadership roles at global corporations, including Boeing, HP, HPE and Northwestern Mutual, where he specialized in optimizing operations, implementing best practices, and driving financial and strategic growth.

Before joining Water on Demand in January 2025, James served as President and General Manager of Blackbird Vineyards, where he led a successful turnaround, improving profitability, increasing revenue, and restructuring activities for long-term stability. He also held the role of Vice President, HR Strategy, Finance, and Organizational Excellent at Northwestern Mutual, where he developed enterprise-wide strategies and operational frameworks to enhance efficient and performance. Additionally, he was Vice President, Global Customer Advocacy at Hewlett Packard Enterprise, where he played a key role in customer engagement and strategic initiatives.

James holds a Bachelor of Science degree in Genetics and Advanced Biology from the University of Witwatersand. He also completed studies in Business Administration at the Segal School of Business, Simon Fraser University from 20025 to 2008 and earned a Diploma in Management in Advanced Technology from Simon Fraser University in 2003.

AJ Fikejs; Vice President of Marketing. AJ Fikejs joined OriginClear in November 2023 as Vice President of Marketing. From October 2022 to November 2023, Mr. Fikejs was a Product Manager at Nielsen Holdings. Prior to that he was a Product Owner at Philips Respironics from July 2015 to October 2022. Mr. Fikejs holds a BS in Business Administration from Westminster College and an MBA from Chatham University.

Daniel M. Early, P.E.; Chief Engineer. Daniel Early has served as Chief Engineer of OriginClear since January 2020 and General Manager of MWS since July 2018. From 2017 to 2018 he was a Senior Engineer and National Sales Manager at Applied Technologies, Inc. He was the Chief Technology Officer of Apptech Solutions, LLC from August 2010 to December 2016 and the President and Managing Partner of ACS Design, LLC from April 2002 to August 2010. Mr. Early holds a Bachelor of Science in Civil Engineering from Virginian Polytechnic Institute & State University (Virginia Tech) and is licensed as a Professional Engineer in Virginia, North Carolina, West Virginia, Montana, Pennsylvania, Maryland, New Mexico and North Dakota.

Marc Stevens; President, PWT Division. Marc Stevens founded Progressive Water Treatment, Inc. in 2000. In October 2015, OriginClear closed on the acquisition of PWT. Mr. Stevens started in the water industry in the 1980s as an assembler and shop helper, ultimately responsible for mechanical design, equipment fabrication, installation, startup and various service projects. He graduated to production and facility maintenance, and team management, before launching PWT. Marc is a graduate of DHP’s Water Treatment Certification Program (WTCP), the only high purity water treatment certification program in the industry.

Indemnification

Indemnification is authorized by the Company to managers, officers or controlling persons acting in their professional capacity pursuant to Texas law. Indemnification includes expenses such as attorney’s fees and, in certain circumstances, judgments, fines and settlement amounts actually paid or incurred in connection with actual or threatened actions, suits or proceedings involving such person, except in certain circumstances where a person is adjudged to be guilty of gross negligence or willful misconduct, unless a court of competent jurisdiction determines that such indemnification is fair and reasonable under the circumstances.

Employees

The Company currently has 24 employees.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Unless the context otherwise requires, any reference in this section of this Offering Circular to the “Company” “we,” “us” or “our” refers to Water on Demand, Inc. As an “emerging growth company,” we have opted to comply with the executive compensation disclosure rules applicable to “emerging growth companies” and “smaller reporting companies” as such terms are defined in the Securities Act and the Exchange Act, and the rules promulgated thereunder.

To achieve the Company’s goals, the Company has designed its compensation and benefits program to attract, retain, incentivize and reward deeply talented and qualified executives who share its philosophy and desire to work towards achieving the Company’s goals. The Company believes its compensation program should promote the success of the Company and align executive incentives with the long-term interests of its stockholders. The Company’s current compensation arrangements consist principally of a base salary, an annual cash incentive bonus and equity compensation, as described below.

The Company’s Board has historically determined the compensation of WODI’s executive officers. For the years ended December 31, 2022 and 2023 and six months ending on June 30, 2024, WODI’s named executive officers were T. Riggs Eckelberry, Chief Executive Officer and Prasad Tate, Chief Financial Officer.

This section provides an overview of WODI’s executive compensation arrangements with its executive officers, including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below. This section may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the completion of the Business Combination may differ materially from the currently planned programs summarized in this discussion.

Summary Compensation Table

The following table presents information regarding the compensation paid by OriginClear, Inc. on behalf of WODI, to T. Riggs Eckelberry, Chief Executive Officer and Prasad Tate, Chief Financial Officer, during the fiscal years ended December 31, 2023 and 2024. We refer to these individuals as our “named executive officers.”

Outstanding Equity Awards at December 31, 2024

The following table summarizes the outstanding equity awards held by each of our named executive officers as of December 31, 2024, which were granted under the Equity Incentive Plan. The numbers in the following table have not been adjusted to reflect any adjustment in contemplation of the Business Combination transaction.

Employment Agreements

WODI currently does not have an employment agreement with either of its named executive officers.

Employee Benefit Plans

We offer the WODI Equity Incentive Plan, employee health insurance and 401(k) retirement plan as part of our benefits package.

Compensation of Directors

WODI’s current directors presently do not receive monetary compensation for their service on the board of directors. Although WODI previously intended to adopt a non-employee director compensation program following the consummation of the Business Combination, that transaction has been terminated. WODI may evaluate and implement a compensation structure for non-employee directors in the future, which could include annual cash retainer, meeting fees, and/or equity based awards.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN STOCKHOLDERS

The following table sets out, as of the date of this Offering Circular, the voting securities of the Company that are beneficially owned by the executive officers and sole director, and other persons holding more than 10% of any class of the Company’s voting securities, or having the right to acquire those securities.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Other than grants of stock options, we have not entered into any transactions in which the management or related persons have an interest outside of the ordinary course of our operations.

SECURITIES BEING OFFERED

General

The Company is offering up to 30,000,000 Units. Each Unit consists of 1 share of Common Stock and 2 Warrants.

The following description summarizes the most important terms of the Company’s capital stock. This summary does not purport to be complete and is qualified in its entirety by the provisions of Water On Demand’s amended and restated certificate of incorporation and bylaws, copies of which have been filed as exhibits to the Offering Statement of which this Offering Circular is a part. For a complete description of Water On Demand’s capital stock, you should refer to the amended and restated certificate of incorporation and bylaws and to the applicable provisions of Texas law.

At the date of this Offering Circular, Water On Demand’s authorized capital stock consists of

10,000,000 shares are designated as Series A Preferred Stock

1,000,000 shares are designated as Series B Preferred Stock; and

1,000 shares are designated as Series C Preferred Stock.

At the date of this Offering Circular, the issued and outstanding shares of the Company are as follows:

Common Stock

We have one class of common stock. The Series A Preferred Stock currently outstanding are convertible into shares of Common Stock., The Series C Preferred Stock (“Super Voting Preferred Stock”) are not convertible into shares of Common Stock.

Voting Rights

Holders of our Common Stock are entitled to vote on any matter that is submitted to a vote of our stockholders. Holders of Common Stock are entitled to one vote per share. Holders of shares of Common Stock vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by Nevada law or our certificate of incorporation.

Our board of directors currently consists of four members and we have not provided for cumulative voting for the election of directors in our certificate of incorporation.

Dividend Rights

Holders of the Company’s common stock are entitled to receive dividends, as may be declared from time to time by the board of directors out of legally available funds and only following payment to holders of the Company’s Preferred Stock, as detailed in the Company’s amended and restated certificate of incorporation. Following payment of dividends to the holders of Preferred Stock in accordance with the preferential order set out in the amended and restated certificate of incorporation, and any certificate of designation, any additional dividends set aside or paid in a given year, shall be set aside and paid among the holders of the Preferred Stock and common stock on an as-converted basis. The rights to dividends are not cumulative. The Company has never declared or paid cash dividends on any of its capital stock and currently does not anticipate paying any cash dividends after this offering or in the foreseeable future.

Liquidation Rights

In the event of a voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of common stock are entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all debts and other liabilities of the Company and only after the satisfaction of any liquidation preferences granted to the holders of all shares of the outstanding Preferred Stock in accordance with the liquidation stack provided for in the amended and restated certificate of incorporation of the Company.

Rights and Preferences

Holders of the Company’s common stock have no preemptive, conversion, or other rights, and there are no redemptive or sinking fund provisions applicable to the Company’s common stock.

Preferred Stock

The Company has authorized the issuance of two series of Preferred Stock. The series are designated Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (the “Preferred Stock”).

Dividend Rights

The classes Preferred Stock holders are not entitled to receive dividends.

No Distributions shall be made with respect to the Series C Preferred Stock.

No Distributions shall be made with respect to the Common Stock unless dividends on the Preferred Stock have been declared in accordance with the preferences stated in the applicable certificates of designations and all declared dividends on the Preferred Stock have been paid or set aside for payment to the Preferred Stock holders.

The Company has never declared or paid cash dividends on any of its capital stock and currently does not anticipate paying any cash dividends after this offering or in the foreseeable future.

Conversion Rights

Except as set forth, shares of Series A Preferred Stock are convertible into fully-paid nonassessable shares of the Company’s Common Stock at the then-applicable conversion rate as set forth in the applicable Certificate of Designation.

In accordance with the Second Amended Certificate of Formation, each share of Series A Preferred Shares or Series B Preferred Shares shall be convertible, at any time and from time to time from and after the original issue date at the option of the Holder thereof, into that number of shares of common stock determined in accordance with the conversion ratio.

The conversion ratio for the Series A Preferred Shares and the Series B Preferred Shares shall be based upon the original issue price as set forth in the Company’s Second Amended and Restated Certificate of Formation.  

The Securities of Series C Preferred Shares are not convertible into shares of common stock.

Additionally, each share of Series A Preferred Stock will automatically convert into Common Stock immediately prior to the closing of a firm commitment underwritten public offering, registered under the Securities Act. The stock will convert in the same manner as a voluntary conversion.

Voting Rights

The holders of the Series A and B Preferred Stock have voting rights on an as converted basis. The holders of the Series C Shares (“Holders”) shall vote with the holders of the common shares on an as converted basis and shall have voting rights equal to 20 times the sum of: i) the total number of shares of Common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of all Series of Preferred stocks which are issued and outstanding at the time of voting.

Preemptive Rights

The Preferred Stock does not have any pre-emptive rights.

Right to Receive Liquidation Distributions

In the event of a Liquidation Event, the holders of the Preferred Stock shall not be entitled to any liquidation preference but shall participate, pro-rata, in any distribution of the assets of the Company together with the holders Common Stock in a manner as if all shares of the applicable series of Preferred Stock were converted to Common Stock immediately prior to such Liquidation Event.

Conversion Rights

The Series A and B Shares are convertible into shares of common stock. Series C and are not convertible into shares of Common Stock.

PLAN OF DISTRIBUTION

Plan of Distribution 

The Company is offering up to 10,000,000 Units, as described in this Offering Circular. Persons who desire information about the offering may find it at www.manhattanstreetcapital.com/wodi. This Offering Circular will be furnished to prospective investors via download 24 hours per day, 7 days per week on the startengine.com website.

The Company has engaged FundAthena, Inc. dba Manhattan Street Capital (“Manhattan Street Capital” or “MSC”) to act as an advisor. No broker dealer, placement agent or underwriter has been engaged.

Commissions and Discounts

The following table shows the total discounts and commissions payable to Rialto in connection with this offering by the Company, assuming all shares are sold:

Does not include up to $50,000,000 from the exercise of up to 20,000,000 Warrants to purchase common stock at $2.50 per share. No commissions will be paid upon the exercise of the Warrants.

The Online Platform

We have engaged Manhattan Street Capital to perform the following administrative and technology related functions in connection with this offering, but not for underwriting or placement agent services. Manhattan Street Capital will contract the services of third parties; Enterprise Bank and Stripe; for the purpose of payment processing and storage of confidential investor data. The following administrative and technology related functions that Manhattan Street Capital will perform are listed below:

We will pay Manhattan Street Capital for its services in hosting the Offering of the shares on its online platform. Further, we have entered into an Engagement Agreement with Manhattan Street Capital (the “Engagement Agreement”) which includes consulting services and technology services. We will pay Manhattan Street Capital the

following:

Manhattan Street Capital does not directly solicit or communicate with investors with respect to offerings posted on its site, although it does advertise the existence of its platform, which may include identifying issuers listed on the platform. The Offering Circular will be furnished to prospective investors in this offering via download 24 hours a day, 7 days a week on the www.manhattanstreetcapital.com website.

Payments are processed by the Escrow Agents named below and upon each closing, funds will be deposited immediately available to us at our nominated account. If a subscription is rejected, funds will be returned to subscribers within thirty days of such rejection without deduction or interest. Upon acceptance by us of a subscription, we will send confirmation of such acceptance to the subscriber.

Manhattan Street Capital has not investigated the desirability or advisability of investment in the shares nor approved, endorsed, or passed upon the merits of purchasing the Shares. Manhattan Street Capital is not participating as an underwriter and under no circumstance will it solicit any investment in us, recommend our securities or provide investment advice to any prospective investor, or make any securities recommendations to investors. Manhattan Street Capital is not distributing any securities offering prospectuses or making any oral representations concerning the securities offering prospectus or the securities offering. Based upon Manhattan Street Capital’s anticipated limited role in this offering, it has not and will not conduct extensive due diligence of this securities offering and no investor should rely on Manhattan Street Capital’s involvement in this offering as any basis for a belief that it has done extensive due diligence. Manhattan Street Capital does not expressly or impliedly affirm the completeness or accuracy of our Form 1-A and/or Offering Circular presented to investors by us. All inquiries regarding this offering should be made directly to us.

Electronic Offer, Sale and Distribution of Our Shares

The final offering circular and subscription agreement will be furnished to prospective investors and will be available for viewing and download 24 hours per day, seven days per week through the MSC online platform located at www.manhattanstreetcapital.com/wodi (the “MSC Platform” or the “Platform”) operated by MSC.

There is no minimum amount of this offering before it becomes effective other than the minimum investment requirement of $1,000 for standalone investments and $300 for subscription-based investments. The duration of the offering is until the earlier of (1) the sale of the maximum number of Units offered hereby, (2) one year from the date this offering begins, or (3) a date prior to one year from the date this offering begins that is so determined by our board of directors. We will have immediate access to the proceeds of the offering as soon as the shares are issued.

Subscription Procedures

After the Offering Statement has been qualified by the Commission, the Company will accept tenders of funds to purchase the Securities. The Company may close on investments on a “rolling” basis (so not all investors will receive their shares on the same date). Investors may subscribe by tendering funds via wire or ACH only, or credit and debit cards, checks will not be accepted, to the escrow account to be setup by the Escrow Agent. Tendered funds will remain in escrow until a closing has occurred. Upon closing, funds tendered by investors will be made available to the Company for its use.

The minimum investment in this offering is $1,000 or 400 Units.

In order to invest you will be required to subscribe to the offering via the Online Platform and agree to the terms of the offering, Subscription Agreement, and any other relevant exhibit attached thereto.

Investors will be required to complete a subscription agreement in order to invest. The subscription agreement includes a representation by the investor to the effect that, if the investor is not an “accredited investor” as defined under securities law, the investor is investing an amount that does not exceed the greater of 10% of his or her annual income or 10% of your net worth (excluding the investor’s principal residence).

The Company has entered into an Escrow Services Agreement with Enterprise Bank (the “Escrow Agent”). Investor funds will be held by the Escrow Agent pending closing or termination of the offering.  All subscribers will be instructed by the Company or its agents to transfer funds by wire, credit or debit card, or ACH transfer directly to the escrow account established for this offering. The Company may terminate the offering at any time for any reason at its sole discretion. Investors should understand that acceptance of their funds into escrow does not necessarily result in their receiving shares; escrowed funds may be returned.

Rialto is not participating as an underwriter or placement agent or sales agent of this offering and will not solicit any investment in the Company, recommend the Company’s securities or provide investment advice to any prospective investor, and no communication through any medium, including any website, should be construed as such, or distribute this Offering Circular or other offering materials to investors. The use of technology should not be interpreted and is not intended as an endorsement or recommendation by it of the Company or this offering. All inquiries regarding this offering or escrow should be made directly to the Company.

In the event that the Company terminates the offering while investor funds are held in escrow, those funds will promptly be refunded to each investor without deduction or interest and in accordance with Rule 10b-9 under the Exchange Act.

In the event that it takes some time for the Company to raise funds in this offering, the Company will rely on income from sales and funds raised in any offerings of debt or equity securities from accredited investors.

Provisions of Note in Our Subscription Agreement

Jury Trial Waiver

The subscription agreement provides that subscribers waive the right to a jury trial of any claim they may have against us arising out of or relating to the agreement, including any claim under federal securities laws.  By signing the subscription agreement an investor will warrant that the investor has reviewed this waiver with the investor’s legal counsel, and knowingly and voluntarily waives his or her jury trial rights following consultation with the investor’s legal counsel. If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law. In addition, by agreeing to the provision, subscribers will not be deemed to have waived the Company’s compliance with the federal securities laws and the rules and regulations promulgated thereunder.

Forum Selection Provisions

The subscription agreement that investors will execute in connection with the offering includes a forum selection provision that requires any claims against the Company based on the agreement to be brought in a state or federal court of competent jurisdiction in the State of Texas, for the purpose of any suit, action or other proceeding arising out of or based upon the agreement. Although we believe the provision benefits us by providing increased consistency in the application of Texas law in the types of lawsuits to which it applies and in limiting our litigation costs, to the extent it is enforceable, the forum selection provision may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. The Company has adopted the provision to limit the time and expense incurred by its management to challenge any such claims. As a company with a small management team, this provision allows its officers to not lose a significant amount of time travelling to any particular forum so they may continue to focus on operations of the Company. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.  As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.  Investors will not be deemed to have waived the Company’s compliance with the federal securities laws and the rules and regulations thereunder.

ONGOING REPORTING AND SUPPLEMENTS TO THIS OFFERING CIRCULAR

We are required to make annual and semi-annual filings with the Commission. We will make annual report filings on Form 1-K within 120 days after the end of the fiscal year. The annual report will include audited financial statements for the previous fiscal year. We will make semi-annual filings on Form 1-SA, which will be due by September 28^th each year, which will include unaudited financial statements for the six months to June 30. We will also file a Form 1-U to announce important events such as the loss of a senior officer, a change in auditors or certain types of capital-raising. We will be required to keep making these reports unless we file a Form 1-Z to exit the reporting system, which we will only be able to do if we have less than 300 stockholders of record and have filed at least one Form 1-K.

We may supplement the information in this Offering Circular by filing a Supplement with the Commission. We hereby incorporate by reference into this Offering Circular all such Supplements, and the information on any Form 1-K, 1-SA or 1-U filed after the date of this Offering Circular.

All these filings will be available on the Commission’s EDGAR filing system. You should read all the available information before investing.

WATER ON DEMAND, INC.

FINANCIAL STATEMENTS

December 31, 2022 – available (audited)

December 31, 2023 – available (audited)

June 30, 2024 -available (unaudited)

Item 7. Financial Statements

WATER ON DEMAND, INC.

TABLE OF CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Water on Demand, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Water on Demand, Inc. (the Company) as of December 31, 2023 and 2022, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company suffered a net loss from operations and used cash in operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition

As discussed in Note 2, the Company recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services.

Auditing management’s evaluation of agreements with customers involves significant judgment, given the fact that some agreements require management’s evaluation and allocation of the standalone transaction prices to the performance obligations.

To evaluate the appropriateness and accuracy of the assessment by management, we evaluated management’s assessment in relationship to the relevant agreements.

WATER ON DEMAND, INC.

CONSOLIDATED BALANCE SHEETS

(Audited)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 

Water on Demand, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Audited)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

WATER ON DEMAND INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(Audited)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 

WATER ON DEMAND INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Audited)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

WATER ON DEMAND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - AUDITED

DECEMBER 31, 2023, AND 2022

Basis of Presentation

The accompanying audited condensed consolidated financial statements of Water on Demand, Inc. (“WODI”) have been prepared in accordance with generally accepted accounting principles (GAAP) for financial information. These statements do not include all the information and footnotes required for complete financial statements. For additional information, refer to the financial statements and notes included in OriginClear, Inc. (the “Parent Company”)’s Form 10-K for the year ended December 31, 2023.

Organization

WODI was incorporated in Nevada on April 22, 2022, as a subsidiary of OriginClear, Inc. WODI is developing an outsourced water treatment business, Water On Demand (“WOD”), which offers businesses water treatment services on a per-gallon basis through a Design-Build-Own-Operate (“DBOO”) model. The Company collaborates with regional water service providers to finance, build, and operate water treatment systems.

On November 16, 2022, WODI filed a Form 1-A Offering Circular under Regulation A to allow direct investment in the Company, with a minimum investment of $1,000. In December 2022, WODI acquired 100% membership interest in Fortune Rise Sponsor, LLC, the sponsor of Fortune Rise Acquisition Corporation (“FRLA”), a blank-check company, for $1,137,267. This acquisition included 2,343,750 shares of Class B common stock in FRLA, which can convert to Class A shares.

In January 2023, WODI signed a non-binding Letter of Intent (“LOI”) with FRLA for a potential business combination. The agreement was updated in September 2023 to designate the newly merged WODI/PWT entity as the acquisition target. On October 24, 2023, WODI and FRLA entered into a definitive Business Combination Agreement (“BCA”). To support the combination process, WODI funded extensions of FRLA’s merger timeline to November 5, 2024.

In April 2023, WODI acquired MWS business in exchange for 6,000,000 shares of WODI common stock. The transaction included licenses, intellectual property, and contracts and was recorded as a common control reorganization. In September 2023, WODI merged with PWT, which became the surviving entity and was renamed Water On Demand, Inc. This merger was also treated as a common control transaction and recorded at historical cost.

WODI now comprises three operating units: MWS, PWT, and WOD. MWS focuses on prefabricated water treatment solutions, PWT provides custom-engineered water systems, and WOD is a development-stage business implementing the DBOO model. The Parent Company continues to provide management support and services to WODI while initiating acquisition discussions to enhance enterprise value.

Line of Business

With the support of its Parent Company, WODI is developing WOD, an outsourced water treatment business offering private businesses the ability to pay for water treatment and purification services on a per-gallon basis. This approach, known as Design-Build-Own-Operate (“DBOO”), involves collaborating with regional water service companies to finance, build, and operate water treatment systems.

As WOD remains in early-stage development, the Parent Company combined its MWS division and its wholly owned subsidiary, PWT, into WODI. Due to its established operating history, PWT became the primary corporate entity and was renamed Water On Demand, Inc. The Parent Company’s in-house business unit, MWS, was also absorbed into PWT.

Currently, WODI operates as a consolidated entity with three divisions: MWS, PWT, and WOD, the latter of which is a development-stage business. The Parent Company continues to support WODI’s initiatives by providing management services, facilitating the Business Combination Agreement (“BCA”) process, and pursuing non-binding acquisition agreements for related businesses. The scope of these efforts will depend on the final outcome of the BCA process.

Going Concern

The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if WODI is unable to continue as a going concern. These factors, among others, raise substantial doubt about WODI’s ability to continue as a going concern. Our independent auditors, in their report on the Parent Company’s audited financial statements for the years ended December 31, 2023, and 2022 expressed substantial doubt about our ability to continue as a going concern.

The ability of WODI to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, achieving a level of profitable operations and receiving additional cash infusions. During the periods ended December 31, 2023, and 2022, WODI obtained funds from the issuance of convertible note agreements. Management believes this funding will continue from its’ current investors and from new investors. Management believes the existing shareholders and prospective new investors will provide the additional cash needed to meet WODI’s obligations as they become due and will allow the development of its core business operations. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to WODI. Even if WODI is able to obtain additional financing, it may contain restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing.

This summary of significant accounting policies is presented to assist in understanding WODI’s financial statements. The financial statements and accompanying notes are the responsibility of WODI’s management, which is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been consistently applied in the preparation of the financial statements.

Principles of Consolidation

WODI is a wholly owned subsidiary of its Parent Company. Its accounts are fully consolidated into the Parent Company’s consolidated financial statements for the years ended December 31, 2023, and 2022, in accordance with Accounting Standards Codification (ASC) 810, Consolidation.

All intercompany accounts, transactions, and balances have been eliminated in the consolidation process. As a result, the consolidated financial statements present the Parent Company and its subsidiaries as a single economic entity.

Cash and Cash Equivalent

WODI considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as disclosures of contingent assets and liabilities at the reporting date. Actual results may differ from these estimates.

Significant estimates include assessments related to impairments of long-lived assets, revenue recognition for percentage-of-completion contracts, allowances for uncollectible accounts, warranty reserves, inventory valuation, derivative liabilities and other conversion features, fair value measurements, valuations of non-cash stock issuances, and the valuation allowance on deferred tax assets. These estimates are based on historical experience and other factors deemed reasonable under the circumstances.

Net Earnings (Loss) per Share Calculations

Basic loss per share is calculated by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is calculated similarly but includes the effect of potentially dilutive securities, such as stock options, warrants, and convertible instruments, if their inclusion would be dilutive.

For the years ended December 31, 2023, and 2022, WODI’s diluted loss per share equals basic loss per share because the inclusion of potential common shares would have been anti-dilutive.

Revenue Recognition

Revenue is recognized in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled. For product sales, this typically occurs upon shipment when title and risk of loss pass to the customer, provided that an arrangement exists, the transaction price is fixed or determinable, and collection is reasonably assured. Revenue from services is recognized as the services are performed.

Nature of Contracts and Performance Obligations

Engineered Water Treatment Solutions

WODI designs, manufactures, and installs water treatment systems for municipalities, industrial clients, and commercial entities. Performance obligations typically include the delivery and installation of water treatment systems that meet specific customer requirements.

Revenue from these contracts is recognized over time as performance obligations are satisfied, using the cost-to-cost input method, which reflects progress toward completion. The transaction price is based on fixed contract fees, with any variable consideration, such as performance bonuses, estimated at contract inception and constrained to prevent significant revenue reversals.

Sales Price Calculation

The transaction price for each contract is based on agreed terms, including fixed fees and any variable consideration. Variable consideration is estimated at inception and constrained to ensure revenue is not subject to significant future reversals when uncertainties are resolved.

Contract Modifications

Contract modifications are recognized when they create or alter enforceable rights and obligations. Any impact on transaction prices and performance obligations is accounted for in the period the modification is approved.

Significant Judgements and Estimates

Material Rights and Obligations

WODI’s contracts may provide customers with material rights related to effective water treatment solutions and ongoing maintenance services. The Company’s obligations include designing, manufacturing, delivering, installing, and maintaining water treatment systems, as well as providing continuous water treatment services under the DBOO model.

Significant Customers and Cost Revisions

Revisions in cost and profit estimates are recognized in the period when the facts prompting revisions become known. Loss provisions on uncompleted contracts are recorded in the period such losses are determined. Changes in job performance, job conditions, and estimated profitability, including penalties and settlements, are recognized as they occur.

Contract Receivable

WODI bills customers based on contractual terms, typically on a progressive basis as work is completed. Credit is extended following an evaluation of the customer’s financial condition, and collateral is not required.

WODI maintains an allowance for doubtful accounts to address potential credit losses. Management evaluates receivables monthly using both quantitative and qualitative analyses of past-due accounts. An allowance is recorded for uncollectible amounts when all reasonable collection efforts have been exhausted, and recovery is deemed unlikely.

As of December 31, 2023, the net contract receivable balance was $1,509,504, reflecting an allowance for doubtful accounts of $379,335. As of December 31, 2022, the net contract receivable balance was $2,479,123, with an allowance for doubtful accounts of $17,315.

Indefinite Lived Intangibles and Goodwill Assets

WODI accounts for business combinations under the acquisition method in accordance with ASC 805, Business Combinations. The total purchase price is allocated to the acquired tangible and identifiable intangible assets and assumed liabilities based on their estimated fair values at the acquisition date. Adjustments to these allocations may occur within one year of the acquisition date as additional information becomes available regarding asset valuations, assumed liabilities, and other estimates. Any excess purchase price over the fair value of net assets acquired is recorded as goodwill.

WODI tests indefinite-lived intangibles and goodwill for impairment annually in the fourth quarter or more frequently if events or circumstances indicate potential impairment. A qualitative assessment was performed as of December 31, 2023, and 2022, and no impairment of indefinite-lived intangibles or goodwill was identified.

Promissory Notes

On December 22, 2022, WODI acquired a sponsorship interest in the SPAC. Between this acquisition date and December 31, 2023, WODI and its Parent Company made aggregate payments of $4,029,985 on behalf of the SPAC to cover its operating expenses and extension payments. In exchange, WODI and the Parent Company received unsecured promissory notes (the “SPAC Notes”) from the SPAC totaling $4,029,985 as of December 31, 2023.

The SPAC Notes are non-interest bearing and payable, subject to the waiver of FRLA trust provisions, on the earlier of (i) the consummation of FRLA’s initial business combination or (ii) FRLA’s liquidation. FRLA may elect to prepay the principal balance of the notes at any time.

Impairment of receivable

Although the payments made on behalf of the SPAC are recorded as amounts receivable to WODI, the aggregate amounts of $3,979,985 and $737,827 for the SPAC Notes as of December 31, 2023, and 2022, respectively, were deemed impaired. WODI recorded these amounts as an expense in the consolidated income statements, as it is considered probable that the SPAC may lack sufficient funds to fully repay the Class A shareholders and WODI for the amounts advanced, including interest.

If WODI successfully completes a merger with the SPAC, all amounts paid by WODI on behalf of the SPAC, including any future payments made prior to the merger’s consummation, are expected to be recoverable by WODI.

Impairment analysis for Class B Common Founder Shares as at December 31, 2023 and 2022

The Parent Company retained an independent valuation firm for the purpose of conducting a valuation of the fair value of Sponsor Founder Shares (Class B) of FRLA as of December 31, 2023 and 2022.

The independent firm (i) evaluated and analyzed various Sponsor Founder Shares of Fortune Rise Acquisition Corp. (“FRLA”); (ii) assessed the terms including various redemption and liquidation features considering each of the Company’s financial plans and market conditions; and (iii) determined the underlying value to be assigned to the FRLA Sponsor Founder Shares as of the Date of Valuation and evaluated the FRLA Sponsor Founder Shares for impairment by performing the following procedures:

Based on the procedures performed the independent valuation firm concluded that the value of FRLA Sponsor Founder Shares was not impaired.

Recording of membership interest

As of December 31, 2023, and 2022, WODI recorded the purchase of Class B Founder Shares at the lower of cost or market value, amounting to $400,000. This amount is reported as Other asset on the consolidated balance sheet.

Operating Unit and Segment Reporting Policy

WODI has identified its operating units based on the internal organizational structure used by the Chief Operating Decision Maker (CODM) to allocate resources and evaluate performance. The operating divisions are as follows:

While WODI operates through three distinct operating divisions, the CODM evaluates the Company’s financial performance as a single reporting segment due to the similarities in products, services, and operational processes across the units. As such, WODI reports its financial results on a consolidated basis.

Management Assertion on WODI Expense Reporting

Management asserts that all expenses reported in WODI’s financial statements are directly attributable to its operations and fully borne by WODI. These financial statements are prepared in accordance with GAAP and accurately present WODI’s operational costs.

Recently Issued Accounting Pronouncements

Management has reviewed recently issued pronouncements and determined that none of the standards not yet effective, if currently adopted, would have a material impact on the accompanying condensed financial statements.

WODI Preferred Stock

On April 22, 2022, WODI designated 50,000,000 shares of Preferred Stock with a par value of $0.0001 as part of its authorized capital structure.

Series A Preferred Stock

On October 13, 2022, WODI designated 1,000,000 shares of its authorized preferred stock as Series A Preferred Stock, with a par value of $0.0001 per share. These shares were reserved for issuance to holders of the Parent Company’s Series Y preferred shares at a ratio of 500:1.

Holders of Series A Preferred Stock were not entitled to dividends or voting rights until the shares were converted to common stock. Each share of Series A Preferred Stock was convertible at any time at a ratio of 50:1 or another rate determined by the Board. However, the total converted Series A shares were subject to a dilution floor, ensuring that the converted shares represented at least 10% of the total authorized common stock (on a fully diluted basis), adjusted proportionately based on the actual number of Series Y shares sold.

On November 7, 2022, WODI filed an Amended and Restated Certificate of Incorporation, effecting a 20:1 reverse stock split for both common shares and Series A Preferred Stock.

During the year ended December 31, 2023, WODI issued 6,791 shares of Series A Preferred Stock to certain holders of the Parent Company’s Series Y preferred shares at a par value of $0.0001 per share. Following WODI’s merger with PWT on September 21, 2023, all Series A Preferred Stock was fully converted into common stock.

As of December 31, 2023, there were no shares of Series A Preferred Stock issued and outstanding.

Valuation

The Series A preferred shares were valued by an independent valuation expert based on a Probability Weighted Expected Return Methodology (“PWERM”) with an underlying Discounted Cash Flow (“DCF”) analysis.

Key parameters considered in the valuation included:

Based on the above, the value of WODI Series A preferred shares were determined to be as follows:

During the nine months ended September 30, 2023, WODI issued a total of 6,791 shares of Series A Preferred Stock. The issuances were valued as follows:

The total expense recognized for these issuances was $382,793, which was recorded as preferred stock incentive compensation in the consolidated financial statements for the year ended December 31, 2023.

Series B Preferred Stock

On April 28, 2023, WODI designated 1,000,000 shares of its authorized preferred stock as Series B Preferred Stock, with a par value of $0.0001 per share and an initial issuance value of $5.00 per share. These shares were reserved for issuance to holders of the Parent Company’s Series X Preferred Shares and for other direct issuances at the discretion of WODI’s Board of Directors.

Holders of Series B Preferred Shares were not entitled to dividends or voting rights until the shares were converted to common stock. Each share of Series B Preferred Stock was convertible in accordance with the terms outlined in the Series B Certificate of Designation. The conversion terms included a Dilution Floor, ensuring that converted Series B shares represented at least 2.5% of the total authorized shares of common stock (on a fully diluted basis), adjusted proportionately based on the actual number of Series B shares issued, with an anticipated issuance of $5,000,000 in Series B shares.

During the year ended December 31, 2023, WODI issued 538,400 shares of Series B Preferred Stock to holders of the Parent Company’s Series X Preferred Shares and WODI Note Purchase Agreements. Following WODI’s merger with PWT on September 21, 2023, all Series B Preferred Shares were fully converted to common stock.

As of December 31, 2023, there were no shares of Series B Preferred Stock issued and outstanding.

Valuation of Series B Preferred Stock

The Series B preferred shares were valued by an independent valuation expert based on a PWERM with an underlying DCF analysis.

The following parameters were considered in this analysis:

Based on this analysis, the fair value of Series B preferred shares was determined as follows:

For the year ended December 31, 2023, Series B Preferred Shares granted in Q2 and Q3 were valued at $0.36 and $0.37 per share, respectively, resulting in an aggregate expense of $193,824, recorded as Preferred stock incentive compensation in the consolidated financial statements.

Series C Preferred Stock

On October 13, 2022, the Board of Directors authorized the issuance of 1,000,000 shares of Series C Preferred Stock, with a par value of $0.0001 per share, to T. Riggs Eckelberry (the “Holder”) in exchange for his continued employment with the Parent Company. The Series C Preferred Stock did not entitle the Holder to receive dividends or a liquidation preference and did not include conversion rights.

The Holder of Series C Preferred Stock was entitled to vote with common shareholders on an as-converted basis and was granted voting power equal to 51% of the total number of voting shares as long as any Series C Preferred Shares were outstanding. WODI could not, without the affirmative vote of the majority of Series C Preferred Shareholders, alter or adversely change the powers, preferences, or rights of the Series C Preferred Shares; amend its Articles of Incorporation or other governing documents in a way that affected these rights; increase the number of authorized Series C Preferred Shares; or enter into agreements affecting these rights.

As part of the merger agreement between WODI and PWT on September 21, 2023, all outstanding Series C Preferred Shares were cancelled. As of December 31, 2023, there were no Series C Preferred Shares outstanding.

WODI Common Stock

On February 17, 2023, the SEC qualified the Offering Circular for the offering of securities by WODI under the Reg A Offering. The purpose of Reg A Offering was to accumulate capital for WODI to direct toward WOD projects. On March 9, 2023, the Parent Company announced the launch of a limited preview of the Reg A Offering for WODI.

As of June 26, 2023, the Parent Company suspended the sale of securities under the Reg A Offering (the “Termination Date”). By the Termination Date, WODI had sold 12,000 shares of common stock, generating total proceeds of $60,000.

On September 21, 2023, WODI merged with PWT. As part of the merger, 8,151 shares of WODI Series A Preferred Stock were converted into 509,482 shares of WODI common stock, and 538,400 shares of WODI Series B Preferred Stock were converted into 637,000 shares of WODI common stock. In total, 1,146,482 shares of WODI common stock were issued upon conversion of Series A and Series B Preferred Stock.

Pursuant to the merger: Pursuant to the Merger Agreement with PWT, these shares, along with the 12,000 Reg A shares, were exchanged for a total of 1,228,150 shares of PWT common stock.

PWT Common Stock

On September 19, 2023, PWT implemented an equity restructuring plan, including a forward stock split of 1,000:1 for PWT common stock. Following this stock split and prior to the issuance of PWT common stock in connection with the WODI merger, PWT had 10,000,000 shares of common stock issued and outstanding

On September 21, 2023, WODI merged with PWT. Pursuant to the merger agreement, 12,171,067 PWT common shares were issued to the Parent Company. Additionally, 25,112 PWT common shares, including make-good shares, were issued to WODI common shareholders who participated in the WODI Regulation A offering. Former WODI Series A Preferred Stockholders received 518,322 PWT common shares, including make-good shares, while former WODI Series B Preferred Stockholders received 684,716 PWT common shares, also including make-good shares. 

The aggregate number of PWT common shares issued as part of the merger totaled 1,228,150 shares, which reconciles with the conversion of WODI equity. As of December 31, 2023, PWT had 13,399,267 shares of common stock issued and outstanding.

Restricted Stock to WODI Board, Employees and Consultants

Between August 12, 2022, and August 3, 2023, WODI entered into Restricted Stock Grant Agreements (RSGAs) with its Board, employees, and consultants, issuing up to 15,550,000 shares of common stock, subject to milestones and vesting conditions. Shares will vest upon WODI’s uplisting to a national securities exchange, with 25% vesting immediately and 6.25% quarterly thereafter. If WODI does not achieve the uplisting within three years, vesting will occur at 25% on the three-year anniversary, with subsequent quarterly vesting.

Following the merger with PWT on September 21, 2023, RSGA shares were converted to 3,069,100 shares at a conversion ratio of 0.19737. As of October 23, 2023, certain RSGAs were canceled and replaced, reducing the total issuable shares to 2,581,344 as of December 31, 2023.

No shares vested during the years ended December 31, 2023, and 2022, and no costs were recognized as milestones had not been achieved.

Warrants

During the year ended December 31, 2023, WODI issued 1,087,869 warrants generating proceeds of $325,000.

In December 2022, WODI issued $1,347,500 in convertible secured promissory notes to investors at an interest rate of 10% per annum. The funds raised were used for the acquisition of equity interests in SPAC for $400,000 and to repay the SPAC’s outstanding promissory notes. These notes mature twelve months from issuance, with an option to extend for up to two additional six-month periods. They are payable upon an event of default.

During the year ended December 31, 2023, WODI raised an additional $6,923,000 through convertible secured promissory notes. An investor also exchanged $250,000 of Series X preferred stock and $100,000 of Series R preferred stock for a WODI convertible secured promissory note.

Pursuant to settlement, conversion, and redemption agreements, 853,916,848 shares of the Parent Company’s common stock were redeemed. The total cash value of these redemptions, based on fair market prices ranging from $0.00640 to $0.12000, was $8,108589 and was added to the WODI convertible secured promissory notes.

As of December 31, 2023, and 2022, WODI had outstanding convertible secured promissory notes totaling $16,729,089 and $1,347,500, respectively.

In 2023, WODI recognized a loss of $8,108,859 related to the conversion and settlement value added to the note purchase agreements. This loss, based on the fair market value of common stock issued upon conversion compared to the carrying value of the notes, is reflected under Other Income (Expense) in the consolidated statements of operations.

The conversion feature of the notes is contingent upon a merger event. As of December 31, 2023, the merger event had not occurred and there was no binding commitment ensuring its completion. Therefore, in accordance with applicable GAAP guidance, the contingent conversion feature has not been recognized in the financial statements.

Under the terms of their agreements, a number of WODI shareholders, who were original investors in WODI’s parent company, had the option to redeem their OCLN shares contingent upon continued investment in WODI. The redemption option was provided as an incentive for additional investment.

The cash value of the redemptions was included in the WODI convertible promissory notes in accordance with ASC 470-20, which requires that the fair value of equity instruments issued in a financing transaction be included in the measurement of related debt, ensuring compliance with GAAP.

Equipment Contracts

Revenue from equipment contracts is recognized over time as performance obligations are satisfied, in accordance with ASC 606, Revenue from Contracts with Customers. Revenue and associated profit are recognized as the customer obtains control of the goods and services. Indirect costs and corporate general and administrative expenses are expensed as incurred. If a loss on a contract is anticipated, the loss is recognized when determined.

For the years ended December 31, 2023, and 2022, total revenue from contracts with customers was $6,681,886 and $10,350,281, respectively.

Contract assets represent revenue recognized in excess of amounts billed on contracts in progress, while contract liabilities represent billings in excess of revenue recognized. These amounts are classified as current assets and current liabilities on the balance sheet, as they are expected to be liquidated in the normal course of contract completion. As of December 31, 2023, and 2022, contract assets were $455,102 and $1,479,491, respectively, and contract liabilities were $1,346,366 and $932,458, respectively.

Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), as extended by the United States Congress, the Parent Company was eligible for a refundable Employee Retention Tax Credit (ERTC) subject to specific criteria. The Parent Company’s subsidiary, PWT, applied for the ERTC.

For the years ended December 31, 2023, and 2022, PWT received $126,879 and $352,437, respectively, in ERTC funds. These amounts were recognized as Other income in the consolidated financial statements.

Facility Rental – Related Party

PWT leases a 12,000 square foot facility located at 2535 E. University Drive, McKinney, TX 75069, with a monthly rent of $8,500.

Related Party Transactions

WODI transfers funds to the Parent Company as needed to support operations and provide intercompany transfers. As of December 31, 2023, and 2022, WODI owed $864,528 and $269,000, respectively, to the Parent Company and its subsidiaries. These amounts are reflected in WODI’s financial statements. Additionally, as of December 31, 2023, WODI recognized an impairment of $4,631,049 on related party receivables due to a low probability of repayment by the Parent Company.

Warranty Reserve

Customer projects are generally guaranteed against defects in materials and workmanship for one year from completion, with extended guarantees for certain construction and materials aspects. WODI maintains insurance policies believed to adequately cover potential claims. A warranty reserve of $20,000, based on historical data and management’s judgment, is reflected in the consolidated financial statements for the years ended December 31, 2023, and 2022.

During the year ended December 31, 2023, PWT obtained 12-month credit lines totaling $345,875, with an interest rate of 26.07%. During the same period, PWT paid down $167,067 in principal, leaving a remaining principal balance of $178,808 as of December 31, 2023.

Management has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has determined that there are the following subsequent events:

Between January 5, 2024 and June 5, 2024, WODI made payments on behalf of the SPAC in the aggregate amount of $947,000.

Between January 8, 2024, and July 2, , 2024, an aggregate of 144,841,728 shares of common stock were redeemed by the Parent Company, and the redemption amount, together with cash paid by the redeeming stockholders, were used by the stockholders to purchase convertible secured promissory notes from WODI.

On February 14, 2024, the Parent Company and Fortune Rise Acquisition Corporation (Nasdaq: FRLA), filed a registration statement on Form S-4 with the SEC which includes a preliminary proxy statement and prospectus in connection with the proposed business combination with WODI.

On or around March 5, 2024, PWT was named as a defendant in a case filed by Process Solutions, Inc (“PSI”). The case was filed in the Court of Common Pleas in Hamilton County, Ohio. The complaint alleges that PWT breached a contract with PSI and alleges damages of $143,675 plus attorneys fees. PWT has removed the case to federal court, denies the claims in the complaint and intends to enforce a binding arbitration provision between the parties and to bring counter claims against PSI for failing to pay PWT for services rendered.

On May 10, 2024, WODI entered into a new facility lease effective July 1, 2024 for an initial term of five years. The new facility located in Sherman, Texas includes approximately 21,300 square feet with a monthly base rent in the amount of $13,313 plus fees.

Water on Demand Inc.

Consolidated Balance Sheets

(unaudited)

The accompanying notes are an integral part of these financial statements.

Water on Demand, Inc.

Consolidated Statements of Operations

(unaudited)

The accompanying notes are an integral part of these financial statements.

Water on Demand, Inc.

Consolidated Statements of Stockholders’ Equity

(unaudited)