Edgemode weighs sale of Spanish data center project

Edgemode, Inc. has entered into a non-binding offer with a third-party purchaser for a potential acquisition of 100% of its special purpose vehicle DC Estate Malpica, S.L., which owns an in-development data center project in Mora, Spain.

Rhea-AI Filing Summary

Edgemode, Inc. has entered into a non-binding offer with a third-party purchaser for a potential acquisition of 100% of its special purpose vehicle DC Estate Malpica, S.L., which owns an in-development data center project in Mora, Spain. The offer is subject to due diligence and negotiation of definitive agreements, and either party can still walk away. Edgemode agreed to negotiate exclusively with the purchaser for 60 days and expects to provide customary representations, warranties and indemnities if a deal is signed.

Separately, Edgemode entered into standstill agreements with certain lenders holding convertible promissory notes with approximately $1,150,000 in aggregate principal. For 30 days, these lenders have agreed not to convert the notes into common stock or dispose of any common shares held or acquired under the notes.

Insights

Equity analyst

Edgemode outlines a possible asset sale while temporarily freezing note conversions.

Edgemode, Inc. signed a non-binding offer for a potential sale of 100% of DC Estate Malpica, S.L., owner of an in-development data center project in Mora, Spain. The arrangement is contingent on due diligence and definitive purchase documentation, so no transaction is assured.

The company also reached 30-day standstill agreements on about $1,150,000 of convertible promissory notes, preventing conversions or sales of related common shares during that period. This briefly caps equity issuance and trading from these lenders, but longer-term effects will depend on whether the sale closes and how the notes are ultimately handled.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

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Accepted by SEC EDGAR 06/29/2026 - 07:59 AM EDT Learn about SEC filing dates

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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): June 24, 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 8.01 Other Events.

Non-Binding Offer

On June 24, 2026, Edgemode, Inc. (the “Company”) entered into a non-binding offer (the “Offer”) with a third-party purchaser (the “Purchaser”) pursuant to which the Purchaser would acquire 100% of the interests in the Company’s special purpose vehicle, DC Estate Malpica, S.L. (the “Acquisition”). DC Estate Malpica, S.L. owns an in-development data center project located in Mora, Spain. The Offer is non-binding and does not obligate either party to consummate the Acquisition. The Acquisition is subject to the Purchaser’s satisfactory completion of due diligence and the negotiation and execution of definitive transaction documentation, including a purchase agreement. The Company anticipates providing customary representations, warranties, and indemnities in connection with the Acquisition. In connection with the Offer, the Company has agreed to negotiate exclusively with the Purchaser for a period of 60 days.

There can be no assurance that the parties will enter into definitive documentation or that the Acquisition will be consummated.

Standstill Agreement

Beginning on June 24, 2026, the Company entered into standstill agreements (the “Standstill Agreements”) with certain lenders (the “Lenders”) holding convertible promissory notes in the aggregate outstanding principal amount of approximately $1,150,000 (the “Notes”). Pursuant to the Standstill Agreement, the Lenders have agreed not to convert any portion of the Notes into shares of the Company’s common stock or sell, transfer, or otherwise dispose of any shares of common stock held or acquired pursuant to the Notes for a period of 30 days.

The description of the Offer and the Standstill Agreement are not complete and are qualified in their entirety by the full text of the Offer and the form of the Standstill Agreement filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, which are incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit #		Exhibit Description
10.1		Non-Binding Offer by and between Edgemode, Inc. and Spark AI Foundry Holdings LLC dated June 24, 2026
10.2		Form of Standstill Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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: June 29, 2026	By:	/s/ Charles Faulkner
	Name:	Charles Faulkner
	Title:	Chief Executive Officer

3

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 NON-BINDING OFFER BY AND BETWEEN EDGEMODE, INC. AND SPARK AI FOUNDRY HOLDINGS LL 102.2 KB
• EX-10.2 FORM OF STANDSTILL AGREEMENT 34.5 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB