Edgemode, Inc. 10-K
Table of Contents
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025
OR
FOR THE TRANSITION PERIOD FROM __________________
TO __________________________
COMMISSION FILE NUMBER: 000-55647
Edgemode, Inc.
(Exact
name of registrant as specified in its charter)
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 954-380-3343
Securities registered under Section 12(b) of the
Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
None Not applicable Not applicable
Securities registered under Section 12(g) of the
Act:
Common stock, par value $0.001 per share
(Title of class)
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐
Yes ☒No
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act.
☐
Yes ☒No
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
☒Yes☐ No
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☒Yes☐ No
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐
Yes ☒ No
State the aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average
bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal
quarter. $13,072,762 on June 30, 2025.
Indicate the number of shares outstanding of each
of the registrant’s classes of common stock, as of the latest practicable date. 3,546,009,459 shares of common stock are issued
and outstanding as of April 10, 2026.
DOCUMENTS INCORPORATED BY REFERENCE
None
TABLE OF CONTENTS
Page No.
Part I
Item 1. Business. 1
Item 1A. Risk Factors. 6
Item 1B. Unresolved Staff Comments. 6
Item 1C. Cybersecurity. 6
Item 2. Properties. 6
Item 3. Legal Proceedings. 7
Item 4. Mine Safety Disclosures. 7
Part II
Item 6. Reserved 10
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 33
Item 8. Financial Statements and Supplementary Data. 33
Item 9A. Controls and Procedures. 34
Item 9B. Other Information. 35
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 35
Part III
Item 10. Directors, Executive Officers and Corporate Governance. 36
Item 11. Executive Compensation. 38
Item 14. Principal Accounting Fees and Services. 43
Part IV
Item 15. Exhibits, Financial Statement Schedules. 44
i
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION
This report contains forward-looking statements
that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors
that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels
of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to,
“believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,”
“targets,” “likely,” “aim,” “will,” “would,” “could,” and similar
expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations
and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and
financial needs.
The results anticipated by any or all of these
forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially
from these forward-looking statements are discussed in the Risk Factors section of this report and include, without limitation, failure
to obtain the necessary financing to execute our business plan on favorable terms or at all, challenges we may face in attracting customers,
and our reliance on third-parties to provide the necessary services for the operation of our planned data centers. We undertake no obligation
to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise. For
more information regarding some of the ongoing risks and uncertainties of our business, see the “Risk Factors” section of
this report.
You should read thoroughly this report and the
documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse
than what we expect. We qualify all of our forward-looking statements by these cautionary statements including those made in our Risk
Factors appearing elsewhere in this report. Other sections of this report include additional factors which could adversely impact our
business and financial performance. New risk factors emerge from time to time and it is not possible for our management to predict all
risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations
to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any
forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak
only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated
with these statements and our business.
ii
PART I
Item 1. Business.
Overview
Edgemode, Inc. was incorporated under the laws
of the State of Nevada in 2011. Our subsidiary, Edgemode Wyoming, was incorporated in the State of Wyoming in March 2020. Between 2021
and 2023, we attempted to become a key figure in Bitcoin mining but lacked the necessary funding to finance the purchase of Bitcoin mining
hardware and hosting contracts. As a result, since late 2023 and throughout 2024 and 2025, our business activities primarily consisted
of identifying and evaluating suitable acquisition transaction candidates, which led to our now-planned strategic transition from cryptocurrency
mining to artificial intelligence (“AI”) data center and energy infrastructure development.
Effective April 7, 2025 (the “Effective
Time” or “Closing Date”), the Company and Synthesis Analytics Production, Ltd. (“SAPL”) and Adler Capital
Limited (“ACL”) closed on a Share Exchange Agreement dated April 7, 2025 (the “Share Exchange”) and an employment
agreement between the Company and Mr. Niclas Adler (the “Employment Agreement”). In accordance with the Share Exchange, SAPL
agreed to transfer 100% of SAPL’s outstanding capital stock to Edgemode in exchange for 1,260,246,354 shares of Edgemode common
stock, par value $0.001 per share, which represented approximately 55% of the Company’s outstanding common stock at the Effective
Time. The Company accounted for the acquisition as an asset acquisition under ASC 805 as SAPL did not meet the definition of a business
as it did not contain a full set of integrated inputs and outputs at the time of closing.
Following the closing of the Share Exchange, Edgemode,
through SAPL, its wholly owned subsidiary, began designing, building, and operating digital infrastructure for HPC with the goal of becoming
a leading provider of digital colocation services. The acquisition of SAPL enabled the Company to begin to leverage SAPL’s existing
infrastructure and expertise to meet the growing demand for data center facilities for third-party customers focused on cloud computing
as well as machine learning and artificial intelligence.
In or around May 2025, the Company discovered
that Synthesis Analytics Production Ltd. and ACL breached material representations and warranties under the Share Exchange. The Employment
Agreement was terminated on or about September 1, 2025, upon Dr. Adler’s resignation. Pursuant to a letter dated December 8, 2025
and a complaint filed by the Company in the United States District Court for the Southern District of Florida, the Company intends to
seek rescission of the Share Exchange and rescind the shares of Company common stock issued to ACL pursuant to the Share Exchange and
the Company has sent notice to Dr. Adler for the termination of the option to purchase common stock issued to Dr. Adler under the Employment
Agreement and the termination of such agreement for “cause” as defined under the agreement. Among other material breaches,
without limitation, the Company has discovered that the real property and material assets of SAPL were encumbered at the time of the closing
of the Share Exchange and remain encumbered and subject to liens.
On October 15, 2025, the Company and Blackberry
AIF (“BAIF”) entered into a memorandum of understanding (the “MOU”) for the purposes of organizing DC Estate Solutions
Cayman Limited, a Cayman Island entity (“DC Estate Solutions”) which was organized by the Company on October 23, 2025. On
November 6, 2025, DC Estate Solutions and BAIF entered into a share purchase agreement (the “SPV SPA”). DC Estate Solutions
was initially owned and controlled 75% by the Company and 25% by BAIF. The principal of BAIF is Jose Mora. DC Estate Solutions has acquired
five property leases, which were previously assigned to and held by BAIF, consisting of 100 hectares of land each located in the Spain
cities of Malpica, Caceres, Vianos, Cordoba and Torrecampo (the “Spain Leases”). The Spain Leases are held by wholly owned
subsidiaries of DC Estate Solutions. The Spain Leases are for an average term of 35 years at an initial total average cost of $96,000
per month for all sites. As a condition of each lease, the payments are subject to meeting certain milestones, such as obtaining a favorable
urban compatibility reports and connection points. Under the terms of the Spain Leases, the Company will pay approximately $15,000 to
the owners of the Cordoba site in 2026. No further payments are expected in 2026.
The Company and BAIF intend to use the Spain Leases
to develop and operate HPC data center sites. The Company paid BAIF $250,000 upon execution of the MOU and an additional $250,000 on the
closing of the SPV SPA. The Company intends to develop the sites as gas powered fully autonomous energy islands for Tier 3 level uptime
AI data centers. The total capacity to be developed across the five sites is anticipated to be up to 1.8 Gigawatts. We believe that since
the sites will be autonomous energy islands no grid connection is required and there will be no material reliance on grid infrastructure.
Thereby, subject to financing, reducing time to power for our data center clients to 18 months. The total capacity of the sites is planned
to be 360 MW per site. An application to connect to the local gas pipeline for gas supply has already been made and approval has been
received. The Company is negotiating a power purchase agreement with an energy company to develop a 360MW gas Solid Oxide Fuel Cell facility
to convert gas fuel into electricity. The Company will need to secure fibre connections, environmental permits and all necessary contractor
permits. The sites will then be classed at Ready to Build (“RTB”) as the Company intends to sell the sites on a RTB basis.
We estimate the Company will require $5 million of working capital to achieve full RTB status on all five sites. Additional capital is
required to develop the sites and the further development of the data centers to RTB will require substantial capital. There are no assurances
that the Company will receive sufficient capital or will receive capital on reasonable terms. In addition, there are no assurances the
application and permits will be received or that agreements will be completed or the data centers ultimately developed and sold or become
operational.
The Company’s goal is to utilize the assets
we have acquired via the purchase of BAIF sites to develop AI data center and energy infrastructure, which will provide consistent dollar-based
revenue and which represent substantially less risk than our historical digital asset self-mining operations. Our intent is to focus our
business on development and marketing efforts to build data centers and expand our AI data center customer base.
Subsequent to December 31, 2025, and effective
January 22, 2026, the Company entered into a Joint Venture Agreement (the “JVA”) by and among the Company, BAIF and DC Estate
Solutions, which (i) amends and restates the MOU and (ii) supplements the SPV SPA. Pursuant to the SPA, DC Estate Solutions acquired the
equity interests of five special purpose vehicles (the “SPVs”): (i) DC Estate Córdoba SL 300MW, (ii) DC Estate Cáceres
SL 300 MW, (iii) DC Estate Vianos SL 300 MW, (iv) DC Estate Malpica SL 300 MW and (v) DC Estate Torrecampo SL 300 MW. As a result of the
acquisition of the SPVs, DC Estate Solutions also acquired the Spain Leases.
Pursuant to the JVA, DC Estate Solutions shall
be owned and controlled 50.1% by the Company and 49.9% by BAIF. The purpose of the JVA is to manage and coordinate the development of
high-performance computing data center (the “Data Centers”) sites on the properties governed by the Spain Leases. Substantially,
all material decisions of the JVA and Joint Venture Company shall require the unanimous consent of the Company and BAIF. Under the JVA,
the Company agreed to fund DC Estate Solutions with $3,500,000 USD as follows: (i) $250,000 USD, which was previously paid upon the execution
of the MOU, (ii) $250,000 USD, which was previously paid upon execution of the SPA, (iii) $375,000 USD paid on the effectiveness of a
notarial public deed in Spain in connection with the transfer of the SPVs to the JVA on the Effective Date, and (iv) $2,625,000 USD payable
in monthly installments of $125,000 USD commencing on March 1, 2026. The funds shall be distributed by DC Estate Solutions to BAIF. The
Company also agreed to grant to BAIF, or its assignee, a non-qualified option to purchase up to 250,000,000 shares of the Company’s
common stock (the “First Mora Option”) at an exercise price of $0.02 per share. The First Mora Option is fully vested and
exercisable upon the grant date and terminates on the earlier of (i) five years following the date of the First Mora Option or (ii) the
termination of the JVA.
Additionally, pursuant to the JVA, DC Estate Solutions’
equity interests in the SPVs are subject to the Company making minimum aggregate cash payments and contributions to DC Estate Solutions
(including amount payable under the SPV SPA) in the amount of $8,750,000 USD, which shall be distributed to BAIF (the “BAIF Funding”).
If the Company fails to make such payments, BAIF may foreclose on the pro rata amount of equity interests in the SPVs. In the event of
any sale or lease of a Data Center, profits of DC Estate Solutions shall be shared equally by and between the Company and BAIF. In the
event DC Estate Solutions develops the Data Centers and sells such Data Centers, BAIF will be entitled to a bonus as defined under the
JVA.
Further, effective January 27, 2026, the Company,
BAIF and DC Estate Solutions entered into an addendum to the JVA (the “Addendum”) to account for the development of additional
Data Centers in (i) Villasequilla, Spain 600 MW, (ii) Tomelloso, Spain 450 MW (collectively, with the above-mentioned Spain Leases, the
“Spain Leases”) and (iii) Tocumen, Panama 1000 MW (the “Panama Lease”). The Villasequilla and Tomelloso data centers
shall each be owned by Spanish special purpose vehicles, DC Villasequilla SL and DC Tomelloso SL, respectively, and shall subsequently
be assigned to DC Estate Solutions. The Tocumen data center shall be owned by a Panamanian special purpose vehicle, DC Tocumen SA, which
shall subsequently be assigned to DC Estate Solutions. The Company, in addition to the already agreed upon $125,000 USD monthly payments,
agreed to fund the development of the additional Data Centers by paying a minimum of $2,400,000 USD payable in monthly installments of
$100,000 USD monthly payments to DC Estate Solutions commencing on May 1, 2026 for a minimum of 24 months, thereby increasing the minimum
BAIF Funding amount to a total of $11,150,000 USD. The funds shall be distributed by DC Estate Solutions to BAIF. The Company also agreed
to grant to BAIF, or its assignee, an additional stock option to acquire 150,000,000 shares of the Company’s common stock (the “Second
Mora Option”) at an exercise price of $0.02 per share. The Second Mora Option is fully vested and exercisable as of the grant date
and terminates on the earlier of (i) five years following the date of the Second Mora Option or (ii) the termination of the JVA.
On March 23, 2026, the Company, BAIF and DC Estate
Solutions entered into a second addendum (the “Second Addendum”) to the JVA. Pursuant to the Second Addendum, the parties
agreed to: (1) increase the capacity of the Spain-based data centers to 4,350 MW and (2) exchange the stock options to purchase an aggregate
of 400,000,000 shares of common stock of the Company issued to BAIF or its assignees issued under the JVA for 400,000,000 shares of the
Company’s restricted common stock to BAIF or its assignees with the such shares being fully paid and non-assessable on the date
of execution of the Second Addendum.
Business Strategy
Our business focus is to generate revenue and
achieve profitability by building large-scale data center infrastructure configured for specialized computers performing specific, high-value
applications such as cloud computing, machine learning, and artificial intelligence and maximizing the use of assets acquired in a recent
acquisition. We intend to strategically develop and to work to make operational the infrastructure necessary to support our contractual
commitments to our HPC customers and to support expected customer growth and additional demand by leveraging our data center expertise
and capabilities. We intend to seek additional opportunities and to engage additional customers in the HPC hosting market to expand our
business using our knowledge, expertise, and existing and future infrastructure where favorable market opportunities exist. We have not
yet generated any revenues to date and require significant financing to develop our business.
Our strategy is focused on hyperscale cloud-based
providers and enterprises, including potential customers that we believe have significant data center infrastructure needs that have not
yet been outsourced or will require additional data center space and power to support their growth and their increasing reliance on technology
infrastructure in their operations. We believe our capabilities for serving the needs of large hyperscale providers and enterprises will
continue to enable us to capitalize on the growing demand for outsourced data center facilities in our markets and in new markets where
our customers are located or plan to be located in the future. There are no assurances that we will raise sufficient capital to execute
our business plan or satisfy our liabilities. See “Risk Factors.”
Products and Services
AI Data Center Infrastructure Development
HPC is a technology that uses clusters of powerful
processors that work in parallel to process massive data sets and solve complex problems at extremely high speeds. The proliferation of
data, as well as data-intensive and AI enabled applications and use cases, is driving demand for the computing power of HPC. Traditionally,
HPC has involved an on-premises infrastructure, investing in supercomputers or computer clusters.
Our AI Data Center Infrastructure revenue will
be generated by licensing colocation data center space and related services to a licensee at the Data Centers in Spain and Panama. Clients
may choose to acquire our sites at RTB or contract with us to build the data center on our site to their specification and enter into
a license agreement. These licensing agreements and orders include lease components, non-lease components (such as power delivery, physical
security, maintenance and other billable expenses), as well as non-component elements such as taxes. Under these contracts, customers
pay fixed payments (based on electric capacity) and variable payments on a recurring basis. HPC colocation leases may include all or portions
of a data center, where customers may also lease office space to support their colocation operations where revenue is primarily based
on power usage as well as square footage.
On January 21, 2025, the Company entered into
the Master Services Agreement with Cudo Ventures Ltd, a cloud computing company (“Cudo”). Under this agreement, the Company
agreed to provide Tier 3 data center hosting infrastructure and colocation services to Cudo. The Master Services Agreement supported a
1 MW capacity during a five year term at our previously planned Marviken data center. On February 18, 2025, Cudo made an initial payment
of $303,549 to the Company consisting of a $227,662 deposit, which was intended to be refundable at the end of the term of the Master
Services Agreement, and the first month’s rental payment of $75,887. The initial payment was primarily used to buildout the data
center, including installing electrical and other infrastructure in order to support Cudo’s hardware through the advance of $183,000
to SAPL. The Master Services Agreement term commenced on April 8, 2025 when Cudo’s hardware was delivered to our data center. However,
as a result of the Company’s intention to rescind the SAPL Share Exchange, the Master Services Agreement was terminated and the
Company is obligated to refund the deposit paid thereunder.
Competition and Market Conditions
The AI data center market is highly competitive.
In the AI data center market, we compete with numerous established data center providers, including Equinix, Inc., Digital Realty Trust,
NTT, Switch, Inc., and Core Scientific, Inc., as well as private operators specializing in HPC or colocation services, and digital asset
miners looking to convert existing digital mining facilities into HPC colocation facilities. Many of these competitors are better established,
have better brand recognition, are well capitalized, and organized to take advantage of certain tax benefits for their investors, lowering
their external cost of capital. Many of our competitors seek to establish data centers in the same geographic regions as we do and compete
for the same sources of power, equipment, and customers as our Company. Competitors compete on price, facility location, reputation, and
perceived skill with respect to performance. We believe that, subject to adequate financing, our ability to take advantage of our recently
acquired assets to rapidly deliver scalable, purpose-built data centers, combined with cutting-edge, energy-efficient technologies, will
enable us to compete favorably within the AI Data center market.
Facility Development
The Company and BAIF entered
into the MOU for the purposes of organizing DC Estate Solutions which was organized by the Company on October 23, 2025. On November 6,
2025, DC Estate Solutions and BAIF entered into the SPV SPA. Then, effective January 22, 2026, the Company entered into the JVA with BAIF
and DC Estate Solutions and, effective January 27, 2026, the Company, BAIF and DC Estate Solutions entered into the Addendum to account
for the development of the additional Spain and Panama-based Data Centers. DC Estate Solutions is owned and controlled 50.1% by the Company
and 49.9% by BAIF. The principal of BAIF is Jose Mora. DC Estate Solutions has acquired the seven Spain Leases, consisting of 100 hectares
of land each located in the Spain cities of Malpica, Caceres, Vianos, Cordoba, Torrecampo, Villasequilla and Tomelloso and the Panama
Lease for the site located in Tocumen, Panama. The Leases are held by wholly owned subsidiaries of DC Estate Solutions. The Leases are
for an average term of 35 years at an initial total average cost of $96,000 per month for all sites. As a condition of each lease, the
payments are subject to meeting certain milestones, such as obtaining a favorable urban compatibility reports and connection points. Under
the terms of the Spain Leases, the Company will pay approximately $15,000 to the owners of the Cordoba site in 2026. No further payments
are expected in 2026.
The Company and BAIF intend to use the
Leases to develop and operate AI data center sites. Under the JVA, the Company agreed to fund DC Estate Solutions with $3,500,000
USD as follows: (i) $250,000 USD, which was previously paid upon the execution of the MOU, (ii) $250,000 USD, which was previously
paid upon execution of the SPA, (iii) $375,000 USD paid on the effectiveness of a notarial public deed in Spain in connection with
the transfer of the SPVs to the JVA on the Effective Date, and (iv) $2,625,000 USD payable in monthly installments of $125,000 USD
commencing on March 1, 2026. Pursuant to the Addendum, the Company, in addition to the already agreed upon $125,000 USD monthly
payments, agreed to fund the development of the additional Data Centers by paying a minimum of $2,400,000 USD payable in monthly
installments of $100,000 USD monthly payments to DC Estate Solutions commencing on May 1, 2026 for a minimum of 24 months, thereby
increasing the minimum BAIF Funding amount to a total of $11,150,000 USD. The funds shall be distributed by DC Estate Solutions to
BAIF.
The Company intends to develop the sites as gas powered
fully autonomous energy islands for Tier 3 level uptime AI data centers. The total capacity to be developed across the eight sites is
anticipated to be up to 3.5 Gigawatts. We believe that since the sites will be autonomous energy islands no grid connection is required
and there will be no material reliance on grid infrastructure. Thereby, subject to financing, reducing time to power for our data center
clients to 18 months. The total capacity of the sites located in Malpica, Caceres, Vianos, Cordoba, Torrecampo is planned to be 360 MW
per site while the total capacity of the sites in Villasequilla, Tomelloso and Tocumen is planned to be 600 MW, 450 MW and 1000 MW, respectively.
An application to connect to the local gas pipeline for gas supply has already been made and approval has been received. The Company is
negotiating a power purchase agreement with an energy company to develop a 360MW gas Solid Oxide Fuel Cell facility to convert gas fuel
into electricity. The Company will need to secure fibre connections, environmental permits and all necessary contractor permits. The sites
will then be classed at RTB as the Company intends to sell the sites on a RTB basis. We estimate the Company will require additional significant
working capital to develop the sites to achieve full RTB status on all eight sites. There are no assurances that the Company will receive
sufficient capital or will receive capital on reasonable terms. In addition, there are no assurances the application and permits will
be received or that agreements will be completed or the data centers ultimately developed and sold or become operational.
Revenue Opportunities
We intend to generate revenues through the sale
of our AI data center developments. We intend to sell the projects at RTB. We may enter into joint venture agreements with clients who
will finance the final build of the data center on our sites and we will then share in the revenue generated from the completed AI data
center development. We require significant working capital to achieve RTB status.
Intellectual Property
We do not own any patents, trademarks or any
other intellectual property nor are we a party to any agreements relating to the ownership or licensing of intellectual
property.
Regulation
The regulatory landscape surrounding HPC services,
AI, and cloud computing is evolving rapidly, and we anticipate increased scrutiny and potential regulation in the near and long term.
These developments may significantly affect our business and operations in ways that are difficult to predict. In the realm of cloud computing,
there are growing concerns about the ethical implications and potential misuse of these technologies, particularly in association with
AI and machine learning. Governments and regulatory bodies are considering measures to ensure the responsible development and deployment
of AI systems, including transparency, accountability, and fairness guidelines. As a company whose customers will be operating in this
space, we closely monitor these developments and attempt to adhere to any forthcoming regulations or industry best practices.
Environmental
The effects of human activity on global climate
change have attracted considerable public and scientific attention, as well as the attention of the United States and other foreign governments.
In general, efforts are being made by government regulators and others to reduce greenhouse gas emissions, particularly those from coal
combustion power plants. Some of these plants may be those our operations rely upon for power. In addition, there are increasing concerns
over the quantity of energy, particularly from non-renewable sources, used for bitcoin mining and its effects on the environment.
While the nature or effect on the Company of any
environmental regulatory changes by federal, state, local or foreign governments or self-regulatory agencies is impossible to predict,
the added cost of any environmental taxes, charges, assessments, or penalties levied on power plants we rely upon could be passed on to
us, increasing the cost to run our facilities. If environmental laws or regulations or industry standards are either changed or adopted
and impose significant operational restrictions and compliance requirements on our operations, our business, capital expenditures, results
of operations, financial condition, and competitive position could be materially adversely impacted.
Human Capital/Employees
As of April 13, 2026, we had 2 full-time employees,
including 2 of our executive officers, and excluding DC Estate Solutions. We hire consultants from time to time and currently engage 5
consultants. We also intend to engage additional consultants and contractors to supplement our permanent workforce on an as needed basis.
None of our employees are represented by a labor union or covered by collective bargaining agreements, and we have not experienced any
work stoppages.
Corporate Information
Our principal executive offices and telephone
number are listed on the cover page of this report and our website address is www.Edgemode.io. We have not incorporated by reference into
this report the information that can be accessed through our website and you should not consider such information to be part of this report.
Item 1A. Risk Factors.
Not applicable to small reporting companies. However,
our principal risk factors are described under “Management’s Discussions and Analysis of Financial Condition and Results of Operations.”
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
Risk Management and Strategy
During 2024 and parts of 2025 we were a “blank
check” company with no business operations and only recently entered into the JVA, as amended. Therefore, we did not consider that
we face significant cybersecurity risk and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity
risk. Our board of directors is generally responsible for the oversight of risks from cybersecurity threats, if any. Our management
will use its best efforts to adopt a cybersecurity risk management program and formal processes for assessing cybersecurity risk as we
develop our HPC operations and AI Data Center Infrastructure.
Item 2. Properties.
We maintain our corporate
offices at 110 East Broward Blvd, Fort Lauderdale, Florida. We lease these premises under a monthly rental agreement at a nominal cost.
We also obtained a 20,000 sqm Freehold plot of land located at Marviken Kraftverk, 610 27 Vikbolandet, Sweden. However, as stated above,
we are in the process of rescinding our transaction with SAPL.
Additionally, DC Estate
Solutions, of which the Company owns 50.1%, has acquired 8 property leases, which were previously assigned to and held by BAIF, consisting
of approximately 100 hectares of land located in the Spain cities of Malpica, Caceres, Vianos, Cordoba, Torrecampo, Villasequilla and
Tomelloso and the Panamanian city of Tocumen. As disclosed, all leases are held by wholly owned subsidiaries of DC Estate Solutions. The
Spain Leases and the lease in Tocumen, Panama are for an average term of 35 years at an initial total average cost of $96,000 per month
for all sites. As a condition of each lease, the payments are subject to meeting certain milestones, such as obtaining a favorable urban
compatibility reports and connection points. Under the terms of the Spain Leases, the Company will pay approximately $15,000 to the owners
of the Cordoba site in 2026. No further payments are expected in 2026.
Item 3. Legal Proceedings.
As discussed above, the Employment Agreement between
the Company and Dr. Adler was terminated and the Company has recently discovered that SAPL and ACL breached material representations and
warranties under the Share Exchange. Pursuant to a letter dated December 8, 2025, the Company intends to seek rescission of the Share
Exchange and rescind the shares of Company common stock issued to ACL pursuant to the Share Exchange. The Company has also sent notice
to Dr. Adler for the termination of the option to purchase common stock issued to Dr. Adler under the Employment Agreement and the termination
of such agreement for “cause” as defined under the agreement. Among other material breaches, without limitation, the Company
has discovered that the real property and material assets of SAPL were encumbered at the time of the closing of the Share Exchange and
remain encumbered and subject to liens.
On December 19, 2025, a lawsuit was filed in the
Clark County District Court of Nevada against the Company, Charles Faulkner and Simon Wajcenberg, the Company’s Chief Executive
Officer and Chief Financial Officer, respectively. The plaintiffs were Dr. Niclas Adler, who previously acted as Chief Technology Officer
of the Company and as a member of the Company’s board of directors, and Adler Capital Limited.
The complaint alleged breaches of fiduciary duty,
wrongful termination and breach of contract in connection with Dr. Adler’s employment agreement with the Company and the related
equity awards. The relief sought against the Company included enforcement of the Share Exchange, employment agreement and option agreement,
compensatory damages, punitive damages, accounting, prejudgment and post judgement interest, reasonable attorney fees, cost of suit, a
judicial declaration of the parties’ respective rights and obligations. On January 21, 2026, Dr. Adler and Adler Capital Limited
voluntarily dismissed the lawsuit without prejudice.
On January 15, 2026, the Company filed a lawsuit
against SAPL and ACL in the United States District Court for the Southern District of Florida. The Company is seeking rescission of the
Share Exchange and temporary injunctive relief to prevent SAPL and ACL from transferring the shares of common stock received pursuant
to the Share Exchange and damages related thereto. The Company expects SAPL and ACL to file a counterclaim.
At this time, the Company is unable to predict
the outcome of the litigation or estimate the ultimate financial exposure, if any, that may result from the proceedings. An adverse judgement
or settlement could have a material adverse effect on the financial condition and results of operations of the Company.
See “Note 12. Commitments and Contingencies”
to the Financial Statements included in this report.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Market Information and Holders
Our common stock is quoted on the OTCID Basic
Market under the symbol “EDGM.” As of April 10, 2026, the last reported sale price of our common stock as reported by the
OTC Markets was $.0055 per share. Any over the counter market quotation reflects inter-dealer prices, without retail mark-up, mark-down
or commission and may not necessarily represent actual transactions. As of December 31, 2025, there were approximately 198 shareholders
of record. This number does not include beneficial owners whose shares are held in the names of various securities brokers, dealers and
registered clearing agencies.
The following table sets forth for the periods
indicated, high and low sales prices of the Company’s common stock as reported by the OTCID Basic Market.
Fiscal Year Ended December 31, 2025 High Price Low Price
Fiscal Year Ended December 31, 2024 High Price Low Price
Dividends
The Company has not paid dividends on its common
stock to date and does not intend to pay cash dividends in the foreseeable future. The payment of cash dividends in the future will be
dependent upon the terms of agreements restricting our ability to pay dividends, revenues and earnings, if any, capital requirements and
general financial condition and the discretion of the Company’s Board of Directors. It is the present intention of the Company’s
Board of Directors to retain all earnings, if any, for use in the Company’s business operations and, accordingly, the Board of Directors
does not anticipate declaring any dividends in the foreseeable future.
Recent Sales of Unregistered Securities
In addition to the equity securities sold by the
Company that were previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by the Company, the following
sales of equity securities during the period covered by this Report that were not registered under the Securities Act are disclosed below:
On October 7, 2025, the Company issued 6,666,667
shares of restricted common stock to an accredited investor pursuant to a subscription agreement between the Company and the investor
dated October 7, 2025. The 6,666,667 shares of restricted common stock were issued pursuant to an exemption from registration under
Section 4(a)(2) of the Securities Act.
In October 2025, the Company issued an aggregate
of 16,826,087 shares of common stock upon the cashless exercise of a warrant, which had an exercise price of $0.01 per share and was originally
issued on September 17, 2021. The shares were issued in reliance upon an exemption from registration provided by Section 3(a)(9) of the
Securities Act.
On November 4, 2025, the Company issued 1,833,333
shares of restricted common stock to a service provider pursuant to a services agreement between the Company and the services provider
dated October 31, 2025. The 1,833,333 shares of restricted common stock were issued pursuant to an exemption from registration under
Section 4(a)(2) of the Securities Act.
On November 26, 2025, the Company entered into
a securities purchase agreement with an accredited investor dated November 18, 2025. Pursuant to the securities purchase agreement, the
Company sold to the accredited investor a convertible promissory note in the principal amount of $143,750 for which the Company received
net proceeds of $125,000. The Company also issued to the accredited investor 1,250,000 shares of the Company’s common stock as commitment
shares. The unsecured original issue discount promissory note and shares were issued in a private placement in reliance upon an exemption
from registration provided by Section 4(a)(2) of the Securities Act.
In November 2025, the Company issued an aggregate
of 96,332,497 shares of common stock upon the cashless exercise of a warrant, which had an exercise price of $0.01 per share and was originally
issued on September 17, 2021. The shares were issued in reliance upon an exemption from registration provided by Section 3(a)(9) of the
Securities Act.
In December 2025, the Company issued an aggregate
of 7,892,519 shares of common stock upon the cashless exercise of a warrant, which had an exercise price of $0.01 per share and was originally
issued on September 17, 2021. The shares were issued in reliance upon an exemption from registration provided by Section 3(a)(9) of the
Securities Act.
Under the terms of the respective employment agreements
of Charles Faulkner and Simon Wajcenberg, Mr. Faulkner and Mr. Wajcenberg each had accrued salaries of $386,000 as of October 31, 2025
(each an “Accrued Salary”). On December 10, 2025, in full satisfaction of the entirety of the Accrued Salary for each of Mr.
Faulkner and Mr. Wajcenberg, the Company issued 1 share of Series D Preferred Stock to each of Charles Faulkner and Simon Wajcenberg.
Item 6. [Reserved]
The following discussion and analysis should be
read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this report on Form 10-K.
Overview
Edgemode was incorporated under the laws of the
State of Nevada in 2011. Our subsidiary, Edgemode Wyoming, was incorporated in the State of Wyoming in March 2020. Between 2021 and 2023,
we attempted to become a key figure in Bitcoin mining but lacked the necessary funding to finance the purchase of Bitcoin mining hardware
and hosting contracts. As a result, since late 2023 and throughout 2024 and 2025, our business activities primarily consisted of identifying
and evaluating suitable acquisition transaction candidates, which led to transition from cryptocurrency mining to AI data center infrastructure
and energy infrastructure development.
On October 15, 2025, the Company and BAIF entered
into the MOU for the purposes of organizing DC Estate Solutions, which was organized by the Company on October 23, 2025. On November 6,
2025, DC Estate Solutions and BAIF entered into the SPV SPA. DC Estate Solutions was initially owned and controlled 75% by the Company
and 25% by BAIF. The principal of BAIF is Jose Mora. DC Estate Solutions acquired the Spain Leases, which were previously assigned to
and held by BAIF, consisting of 100 hectares of land each located in the Spain cities of Malpica, Caceres, Vianos, Cordoba and Torrecampo.
The Spain Leases are held by wholly owned subsidiaries of DC Estate Solutions. The Spain Leases are for an average term of 35 years at
an initial total average cost of $96,000 per month for all sites. As a condition of each lease, the payments are subject to meeting certain
milestones, such as obtaining a favorable urban compatibility reports and connection points. Under the terms of the Spain Leases, the
Company will pay approximately $15,000 to the owners of the Cordoba site in 2026. No further payments are expected in 2026.
The Company and BAIF intend to use the Spain Leases
to develop and operate AI data center sites. The Company paid BAIF $250,000 upon execution of the MOU and an additional $250,000 on the
closing of the SPV SPA. Pursuant to the JVA, the Company granted to BAIF, or its assignee, the First Mora Option to purchase up to 250,000,000
shares of the Company’s common stock at an exercise price of $0.02 per share. The Company intends to develop the sites as gas powered
fully autonomous energy islands for Tier 3 level uptime AI data centers. The total capacity to be developed across the 5 sites is anticipated
to be up to 1.8 Gigawatts. We believe that since the sites will be autonomous energy islands no grid connection is required and there
will be no material reliance on grid infrastructure. Thereby, subject to financing, reducing time to power for our data center clients
to 18 months. The total capacity of the sites is planned to be 360 MW per site. An application to connect to the local gas pipeline for
gas supply has already been made and approval has been received. The Company is negotiating a power purchase agreement with an energy
company to develop a 360MW gas turbine facility to convert gas fuel into electricity. In addition, the Company is in negotiation for a
90 MW gas Fuel cell power facility to be supplied under a power purchase agreement for each site. The Company will need to secure fibre
connections, environmental permits and all necessary contractor permits. The sites will then be classed at RTB as the Company intends
to sell the sites on a RTB basis. We estimate the Company will require $5 million of working capital to achieve full RTB status on all
5 sites. Additional capital is required to develop the sites and the further development of the data centers to RTB will require substantial
capital. There are no assurances that the Company will receive sufficient capital or will receive capital on reasonable terms. In addition,
there are no assurances the application and permits will be received or that agreements will be completed or the data centers ultimately
developed and sold or become operational.
The Company’s goal is to utilize the assets
we have acquired via the purchase of BAIF sites to develop AI data center and energy infrastructure, which will provide consistent dollar-based
revenue and which represent substantially less risk than our historical digital asset self-mining operations. Our intent is to focus our
business on development and marketing efforts to build data centers and expand our AI Data center customer base.
Recent Developments
Subsequent to December 31, 2025, and effective
January 22, 2026, the Company entered into the JVA by and among the Company, BAIF and DC Estate Solutions, which (i) amends and restates
the MOU and (ii) supplements the SPV SPA. Pursuant to the SPA, DC Estate Solutions acquired the equity interests of the five SPVs: (i)
DC Estate Córdoba SL 300MW, (ii) DC Estate Cáceres SL 300 MW, (iii) DC Estate Vianos SL 300 MW, (iv) DC Estate Malpica SL
300 MW and (v) DC Estate Torrecampo SL 300 MW. As a result of the acquisition of the SPVs, DC Estate Solutions also acquired the Spain
Leases.
Pursuant to the JVA, DC Estate Solutions shall
be owned and controlled 50.1% by the Company and 49.9% by BAIF. The purpose of the JVA is to manage and coordinate the development of
the Data Center sites on the properties governed by the Spain Leases. Substantially, all material decisions of the JVA and Joint Venture
Company shall require the unanimous consent of the Company and BAIF. Under the JVA, the Company agreed to fund DC Estate Solutions with
$3,500,000 USD as follows: (i) $250,000 USD, which was previously paid upon the execution of the MOU, (ii) $250,000 USD, which was previously
paid upon execution of the SPA, (iii) $375,000 USD paid on the effectiveness of a notarial public deed in Spain in connection with the
transfer of the SPVs to the JVA on the Effective Date, and (iv) $2,625,000 USD payable in monthly installments of $125,000 USD commencing
on March 1, 2026. The funds shall be distributed by DC Estate Solutions to BAIF. The Company also agreed to grant to BAIF, or its assignee,
the First Mora Option to purchase up to 250,000,000 shares of the Company’s common stock at an exercise price of $0.02 per share.
The First Mora Option is fully vested and exercisable upon the grant date and terminates on the earlier of (i) five years following the
date of the First Mora Option or (ii) the termination of the JVA.
Additionally, pursuant to the JVA, DC Estate Solutions’
equity interests in the SPVs are subject to the Company making minimum aggregate cash payments and contributions to DC Estate Solutions
(including amount payable under the SPV SPA) in the amount of $8,750,000 USD, which shall be distributed to BAIF. If the Company fails
to make such payments, BAIF may foreclose on the pro rata amount of equity interests in the SPVs. In the event of any sale or lease of
a Data Center, profits of DC Estate Solutions shall be shared equally by and between the Company and BAIF. In the event DC Estate Solutions
develops the Data Centers and sells such Data Centers, BAIF will be entitled to a bonus as defined under the JVA.
Further, effective January 27, 2026, the Company,
BAIF and DC Estate Solutions entered into the Addendum to the JVA to account for the development of additional data centers in (i) Villasequilla,
Spain 600 MW, (ii) Tomelloso, Spain 450 MW and (iii) Tocumen, Panama 1000 MW. The Villasequilla and Tomelloso data centers shall each
be owned by Spanish special purpose vehicles, DC Villasequilla SL and DC Tomelloso SL, respectively, and shall subsequently be assigned
to DC Estate Solutions. The Tocumen data center shall be owned by a Panamanian special purpose vehicle, DC Tocumen SA, which shall subsequently
be assigned to DC Estate Solutions. The Company, in addition to the already agreed upon $125,000 USD monthly payments, agreed to fund
the development of the additional Data Centers by paying a minimum of $2,400,000 USD payable in monthly installments of $100,000 USD monthly
payments to DC Estate Solutions commencing on May 1, 2026 for a minimum of 24 months, thereby increasing the minimum BAIF Funding amount
to a total of $11,150,000 USD. The funds shall be distributed by DC Estate Solutions to BAIF. The Company also agreed to grant to BAIF,
or its assignee, the Second Mora Option to acquire 150,000,000 shares of the Company’s common stock at an exercise price of $0.02
per share. The Second Mora Option is fully vested and exercisable as of the grant date and terminates on the earlier of (i) five years
following the date of the Second Mora Option or (ii) the termination of the JVA.
On March 23, 2026, the Company, BAIF and DC Estate
Solutions entered into the Second Addendum to the JVA. Pursuant to the Second Addendum, the parties agreed to: (1) increase the capacity
of the Spain-based data centers to 4,350 MW and (2) exchange the stock options to purchase an aggregate of 400,000,000 shares of common
stock of the Company issued to BAIF or its assignees issued under the JVA for 400,000,000 shares of the Company’s restricted common
stock to BAIF or its assignees with the such shares being fully paid and non-assessable on the date of execution of the Second Addendum.
Business Strategy
Our business strategy is to generate revenue and
achieve profitability by building large-scale data center infrastructure configured for specialized computers performing specific, high-value
applications such as cloud computing, machine learning, and artificial intelligence and maximizing the use of assets acquired in the BAIF
acquisition. We intend to strategically develop and to work to make operational the infrastructure necessary to support our contractual
commitments to our AI data center infrastructure customers and to support expected customer growth and additional demand by leveraging
our data center expertise and capabilities. We intend to seek additional opportunities and to engage additional customers in the AI Data
center and Energy infrastructure market to expand our business using our knowledge, expertise, and existing and future infrastructure
where favorable market opportunities exist.
Our business strategy requires immediate funding
of approximately $5,000,000 to enable us to commence our new operations and repay debt, as well as additional significant financing to
develop and expand our new operations. There are no assurances that we will raise sufficient capital to execute our business plan or satisfy
our liabilities. See the “Risk Factors.”
12 Months Ended December 31, 2025 (“2025
Period”) Compared to the 12 Months Ended December 31, 2024 (“2024 Period”).
Results of operations
Our operating expenses for the 2025 Period were $37,271,945
compared to $1,408,528 for the 2024 Period. In the 2025 Period, the Company incurred stock-based compensation expense of $29,302,270 compared
to $0 for the 2024 Period and an impairment charge of $4,828,220 during the 2025 period.
Our other income for the 2025 Period was $12,642,654 compared to other
expense of $181,531 for the 2024 Period. Other income in the 2025 Period was comprised of $6,101,722 in interest expense and $148,053
for the loss on settlement of debt, offset by the $18,892,429 gain in the change in fair value of derivative liabilities. Other expense
in the 2024 period was comprised of $56,488 in interest expense and $1,795,664 for the loss on the change in fair value of derivative
liabilities offset by income of $425,000 on the refund of an equipment deposit and settlement of outstanding liabilities of $1,245,621.
Liquidity and Capital Resources
As of December 31, 2025, the Company had approximately
$250,000 of cash on hand. Historically, our liquidity was primarily derived from debt and equity investments from accredited investors.
During the year ended December 31, 2025, we received an initial payment of approximately $303,000 for colocation services to be provided
by the Company. In addition, during the year ended December 31, 2025, we sold 45,177,578 shares of restricted common stock to accredited
investors in consideration of $500,000. On April 7, 2025, we executed the Share Exchange with SAPL. On October 15, 2025, we entered into
a binding memorandum of understanding with BAIF to acquire 5 properties in Spain and we are now seeking to raise at least $5,000,000 to
commence our HPC hosting operations and develop our gas powered AI data centers and generate revenue. We require significant funding to
develop our HPC operations. Furthermore, potential legal proceedings relating to SAPL and its affiliates may cause us to incur significant
expenses or liability. Adverse outcomes in such proceedings or claims could result in significant liabilities which may materially affect
our financial condition, results of operations, or cash flows. We have received cash proceeds of $1,327,000 from the issuance of convertible
notes payable during 2025 and an additional $373,500 in 2026 through April 13, 2026. Subject to receiving funding, we expect that our
operating expenses will increase as we attempt to develop our new HPC operations and we will devote additional resources toward new business
opportunities. However, as set forth elsewhere in this report, our ability to develop our business and achieve our operational goals is
dependent upon our ability to raise significant additional working capital. As the availability of this capital is unlikely, at this time,
we are unable to quantify the expected increases in operating expenses in future periods.
Convertible Notes Payable
On August 15, 2025, the Company entered into
a securities purchase agreement with an accredited investor, pursuant to which the Company sold the accredited investor an
unsecured original issue discount promissory note in the principal amount of $81,600. The Company received net proceeds of $60,000
after original issue discount of $13,600 and legal fees of $8,000. The Promissory Note shall incur a one-time interest charge of
15%, which is added to the principal balance, has a maturity date of May 16, 2026. The note is convertible into common shares of the