Edgemode (EDGM) commits $11.15M and major options for 3,550MW data center JV

Rhea-AI Filing Summary

Edgemode, Inc. entered into a joint venture with Blackberry AIF and DC Estate Solutions Cayman to develop high-performance computing data centers in Spain and Panama. Edgemode will own 50.1% of the joint venture company, while BAIF will hold 49.9%, with most major decisions requiring unanimous approval.

Edgemode agreed to fund the venture with a minimum of $11,150,000, including earlier commitments, through scheduled monthly payments that are distributed to BAIF. If Edgemode misses required contributions, BAIF can foreclose on proportional equity interests in the project companies. As part of the deal, Edgemode granted BAIF entities fully vested options to buy up to 250,000,000 and 150,000,000 common shares at $0.02 per share, each expiring five years after grant or on joint venture termination. The projects cover a total planned capacity of 3,550 MW across eight data center sites.

Positive

• Strategic expansion into large-scale data centers: Edgemode secures a 50.1% interest in a joint venture targeting 3,550 MW of high-performance computing data center capacity across eight projects in Spain and Panama, potentially positioning the company in a sizable infrastructure opportunity.

Negative

• Significant funding obligations with foreclosure risk: Edgemode must provide at least $11,150,000 in BAIF Funding, and failure to meet these minimum payments allows BAIF to foreclose on proportional equity interests in the project companies.
• Large fully vested option grants at low exercise price: The company granted BAIF entities fully vested options for 250,000,000 and 150,000,000 shares at $0.02 per share, creating potential for substantial dilution if exercised.
• Uncertain access to required additional capital: Edgemode discloses that developing the data centers will require significant working capital beyond its joint venture commitments and that there are no assurances it will obtain enough capital or secure it on reasonable terms.

Insights

Equity & Capital Structure Analyst

Edgemode takes on sizable funding obligations and issues large option packages to secure a 3,550 MW data center venture.

Edgemode, Inc. is committing substantial capital to a joint venture with BAIF and DC Estate Solutions Cayman to develop high-performance computing data centers totaling 3,550 MW across eight sites in Spain and Panama. Edgemode holds 50.1% of the joint venture company, but key decisions require unanimous consent with BAIF, which tightens shared control.

The funding structure includes minimum aggregate cash payments and contributions labeled as BAIF Funding of $11,150,000, paid largely via monthly installments that are then distributed to BAIF. The agreements state that if Edgemode does not meet these minimum funding obligations, BAIF may foreclose on a proportionate share of equity interests in the special purpose vehicles holding the projects, indicating a contractual risk tied to capital availability.

Equity compensation is significant: Edgemode granted BAIF or its assignees fully vested options for 250,000,000 and 150,000,000 common shares, each with a $0.02 exercise price and a term of up to five years or until joint venture termination. The company also notes that data center development will require additional working capital beyond these commitments and that there are no assurances it will obtain sufficient capital or on reasonable terms, highlighting financing and dilution risk factors tied to this strategy.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 22, 2026

Edgemode, Inc.

(Exact name of registrant as specified in its charter)

Nevada		000-55647		47-4046237
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301

(Address of Principal Executive Offices, and Zip Code)

(954) 380-3343

Registrant’s Telephone Number, Including Area Code

________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to 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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Effective January 22, 2026 (the “Effective Date”), Edgemode, Inc. (the “Company”) entered into a Joint Venture Agreement (the “JVA”) by and among the Company, Blackberry, AIF (“BAIF”) and DC Estate Solutions Cayman Limited (the “Joint Venture Company”), which (i) amends and restates that certain Memorandum of Understanding dated October 15, 2025 by and between the Company and BAIF (the “MOU”) and (ii) supplements that certain Share Purchase Agreement dated November 6, 2025 by and between the Joint Venture Company and BAIF (the “SPA”). The Joint Venture Company is a Cayman Islands company. Pursuant to the SPA, the Joint Venture Company 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, the Joint Venture Company also acquired the leases to five properties located in the Spain cities of Malpica, Caceres, Vianos, Cordoba and Torrecampo (the “Spain Leases”).

Pursuant to the JVA, the Joint Venture Company 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 the Joint Venture Company 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 the Joint Venture Company 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 “Option”) at an exercise price of $0.02 per share. The Option is fully vested and exercisable upon the grant date and terminates on the earlier of (i) five years following the date of the Option or (ii) the termination of the JVA.

Additionally, pursuant to the JVA, the Joint Venture Company’s equity interests in the SPVs are subject to the Company making minimum aggregate cash payments and contributions to the Joint Venture Company (including amount payable under the 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 the Joint Venture Company shall be shared equally by and between the Company and BAIF. In the event the Joint Venture Company 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 the Joint Venture Company 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 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 the Joint Venture Company. The Tocumen data center shall be owned by a Panamanian special purpose vehicle, DC Tocumen SA, which shall subsequently be assigned to the Joint Venture Company. 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 the Joint Venture Company 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 the Joint Venture Company 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 Option”) at an exercise price of $0.02 per share. The Second 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 Option or (ii) the termination of the JVA.

Pursuant to the JVA and the Addendum the total Data center capacity under development is 3,550 MW across 8 data center projects.

2

The description of the JVA, the Option, the Addendum and the Second Option are not complete and are qualified in their entirety by the full text of the JVA, the Option, the Addendum, and the Second Option, filed herewith as Exhibit 10.1, 10.2, 10.3 and 10.4 respectively, which are incorporated by reference into this Item 1.01.

As previously disclosed, the purpose of the Joint Venture Company is to manage and coordinate the development of the Data Centers. The development of the Data Centers requires significant working capital, in addition to the capital the Company is required to contribute under the JVA, and there are no assurances that the Company will receive sufficient capital or will receive capital on reasonable terms.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure Item 1.01 is incorporated herein by reference. The issuance of the Option and Second Option was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the JVA and Mr. Jose Mora’s ownership and control of BAIF, Mr. Mora is responsible for the management and development of the Data Centers. Mr. Mora also serves as the Chief Executive Officer of the Joint Venture Entity. Jose Mora, age 47, has served as Chief Executive Officer for BAIF since 2023. Mr. Mora has also served as a partner at M&M RAIF in Luxemburg since 2021, as the Chief Executive Officer at Meinzer & Moray Energy Holding in Sevilla, Spain since 2015, and was the Chief Executive Officer and chairman of the board of directors at Meinzer & Moray Investment in Switzerland between 2016 and 2024. In addition to the Option and the Second Option issued by the Company to an entity owned and controlled by Mr. Mora, Mr. Mora, as the principal of BAIF shall receive portions of the BAIF Funding at his discretion in consideration of operating and managing BAIF.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

				Incorporated by Reference						Filed or Furnished
Exhibit #		Exhibit Description		Form		Date		Number		Herewith
3.1		Memorandum of Association of DC Estate Solutions Cayman Limited dated October 23, 2025								Filed
3.2		Articles of Association of DC Estate Solutions Cayman Limited dated October 23, 2025
10.1		Joint Venture Agreement by and among Edgemode, Inc., Blackberry, AIF and DC Estate Solutions Cayman Limited dated January 22, 2026								Filed
10.2		Stock Option Grant dated January 22, 2026								Filed
10.3		Addendum to Joint Venture Agreement by and among Edgemode, Inc., Blackberry, AIF and DC Estate Solutions Cayman Limited dated January 27, 2026								Filed
10.4		Stock Option Grant dated January 27, 2026								Filed
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Edgemode, Inc.
Dated: January 28, 2026	By:	/s/ Charlie Faulkner
	Name:	Charlie Faulkner
	Title:	Chief Executive Officer

4

FAQ

What joint venture did Edgemode (EDGM) enter into on January 22, 2026?

Edgemode entered a Joint Venture Agreement with Blackberry AIF and DC Estate Solutions Cayman Limited. The joint venture company, majority-owned by Edgemode, will develop high-performance computing data centers across multiple sites in Spain and Panama totaling 3,550 MW of planned capacity.

How much funding is Edgemode (EDGM) required to provide under the BAIF Funding?

Edgemode must make minimum aggregate cash payments and contributions labeled BAIF Funding of $11,150,000. These payments, including prior commitments, are largely structured as monthly installments and will be distributed by the joint venture company to BAIF under the agreements.

What stock options did Edgemode (EDGM) grant in connection with the joint venture?

Edgemode granted BAIF or its assignees two fully vested stock options: one for up to 250,000,000 common shares and a second for 150,000,000 shares, each at an exercise price of $0.02 per share, expiring five years after grant or upon joint venture termination.

What happens if Edgemode (EDGM) fails to meet the BAIF Funding requirements?

If Edgemode does not make the required minimum BAIF Funding payments totaling $11,150,000, BAIF is entitled to foreclose on a pro rata amount of equity interests in the special purpose vehicles that hold the data center projects, reducing Edgemode’s economic interest.

How are profits from the joint venture’s data centers shared between Edgemode (EDGM) and BAIF?

In any sale or lease of a data center, profits of the joint venture company are to be shared equally between Edgemode and BAIF. Additionally, if the joint venture develops and then sells data centers, BAIF is entitled to a bonus as defined in the Joint Venture Agreement.

Who manages the joint venture data centers for Edgemode (EDGM)?

Jose Mora, who owns and controls BAIF, is responsible for managing and developing the data centers and serves as Chief Executive Officer of the joint venture entity. As BAIF’s principal, he may receive portions of the BAIF Funding as compensation for operating and managing BAIF.