EdgeMode fast-tracks growth with Non-Binding Offer from Spark AI Foundry Holdings LLC, for its Ready-to-Build 300 MW AI Data Centre Project in Malpica, Spain
Rhea-AI Summary
EdgeMode (OTC: EDGM) has signed a Non-Binding Offer (NBO) with Spark AI Foundry Holdings for the planned 300 MW IT hyperscale data center campus in Malpica, Spain. Upon the project achieving Ready-to-Build (RTB) status, Spark AI Foundry is expected to acquire 100% of the share capital of DC Estate Malpica, the SPV that owns the project.
The NBO sets a purchase price of €1,000,000 per MW of RTB IT capacity, applied to permitted and certified RTB capacity at closing, subject to a valuation exercise, due diligence and third-party appraisal. The project is described as in advanced development, focused solely on development-to-RTB, with no construction or operational phases included. Key RTB milestones include environmental authorization (application submitted December 2025 and under review) and a building permit conditional on that authorization. Coordinated issuance of these permits is targeted to enable RTB status by end of 2026 or Q1 2027. If RTB is not achieved by a long-stop date, Spark AI Foundry can terminate the transaction, recover its deposit and have any standby letter of credit released.
Positive
- €1,000,000 per MW indicative price for RTB IT capacity
- Potential sale of 100% of DC Estate Malpica at RTB
- Project described as in advanced development toward RTB permitting
- Non-binding offer signed with Spark AI Foundry Holdings, a defined buyer
Negative
- Transaction is non-binding and subject to due diligence and valuation
- Deal depends on obtaining environmental authorization and building permit by RTB
- Spark AI may terminate and recover deposit if RTB missed by long-stop date
- No construction or operational phases included, limiting near-term recurring revenue impact
News Explained
The signed NBO is non-binding and contingent on RTB, so the project sale remains prospective rather than completed, without disclosed EdgeMode common-share issuance.
The
The NBO covers development through Ready-to-Build only and would transfer the SPV's shares rather than issue EdgeMode common shares; under the supplied dilution definition, the release does not specify direct common-share dilution.
The release calls the purchase price established at
Ready-to-Build depends on environmental authorization, currently under review, followed by a building permit; failure to reach that status by the long-stop date would give Spark a termination right, with recovery of the full deposit and release of any standby letter of credit.
AI-generated analysis. How Rhea-AI works. Not financial advice.
- The acquisition will see Spark AI Foundry Holdings LLC acquire
100% of the share capital of the EdgeMode DC Malpica AI 300 MW data center project once it reaches Ready-to-Build (RTB) status – expected by end of 2026 or Q1 2027 - Transaction establishes a purchase price of
€1,000,000 per MW of RTB IT capacity, subject to a valuation exercise, due diligence, and third-party appraisal
FORT LAUDERDALE, Fla. and MALPICA, Spain, July 13, 2026 (GLOBE NEWSWIRE) -- EdgeMode, Inc. (OTC: EDGM) has officially entered into a Non-Binding Offer (NBO) with Spark AI Foundry Holdings LLC for the EdgeMode 300 MW IT hyperscale data center campus, located in the Municipality of Mora (Toledo), Spain. Once the project reaches Ready-to-Build (RTB) status, Spark AI will acquire
Charlie Faulkner, CEO, EdgeMode: “The NBO demonstrates the unprecedented demand for quickly accessible DC power and EdgeMode is at the forefront for rapid delivery of these projects.
“Advancing with this Spark AI Foundry Holdings NBO for the DC Malpica AI project is a pivotal milestone in our strategy to build next-generation infrastructure at pace. By taking an innovative, off-grid approach to power generation, we are successfully bypassing the capacity and infrastructure constraints that challenge traditional hubs.
“This project is now moving forward rapidly to deliver the massive scale and reliability required by today's intensive computing environments."
Purchase value and milestones agreed
A purchase price of
The project has been structured exclusively from a development-to-Ready-to-Build perspective, which constitutes the scope and objective of this NBO. Currently, it is in advanced stages of development, with many elements required to achieve RTB status either secured or in final permitting stages. The NBO clearly outlines that the transfer of the project will be through a SPA upon reaching RTB status, with no construction or operational phases included within the scope of this NBO.
Under the terms of the NBO, to reach RTB status, the project must meet the following permitting milestones:
- Environmental authorization, currently under review by the competent authority, with the application submitted in December 2025.
- Building permit, the granting of which is conditional upon the issuance of the environmental authorization and which, based on the approved urban planning compatibility report, is expected to be granted upon successful completion of the environmental process.
Based on the status of the project and customary administrative timelines, the environmental authorization and building permit are to be obtained in a coordinated manner. This will enable the project to reach RTB status by the end of 2026 or Q1 2027. Further timeline updates will be announced during the Due diligence process. Failure to achieve RTB status by the long-stop date will entitle Spark AI Foundry Holdings LLC to terminate the transaction. Recover the full deposit and have any Standby Letter of Credit released.
Robert Stolpestad, COO, Spark AI Foundry Holdings LLC, and Charlie Faulkner, CEO, EdgeMode, formally signed the NBO to establish the acquisition of DC Estate Malpica on Wednesday, 24th June.
About EdgeMode
EdgeMode develops scalable AI-ready data center campuses and integrated energy infrastructure across strategic global markets. The company focuses on power-secured developments aligned to accelerating AI and high-performance compute demand.
Forward-looking statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding EdgeMode’s plans, objectives, goals, strategies, future events, future financial performance, expected market growth, construction timelines, and expansion potential. These statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Factors that may cause such differences include, but are not limited to, risks related to integration of acquired assets, construction delays or cost overruns, challenges in client acquisition, changes in demand for AI and HPC infrastructure, regulatory changes, availability and cost of power, and general economic and market conditions. EdgeMode undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this press release, except as required by law.
Contact Information
Jamie Kightley
IBA International - PR for EdgeMode
Email: edgemode@iba-international.com
Phone: +1 561 228 1940 or +44 1572 757932
Charlie Faulkner
Chief Executive Officer
EdgeMode Inc.
Email: hello@edgemode.io
