Edgemode (EDGM) boosts Spain JV capacity, swaps options for 400M shares

Rhea-AI Filing Summary

Edgemode, Inc. entered into a second addendum to its joint venture agreement with Blackberry AIF and DC Estate Solutions Cayman Limited. The addendum increases the planned capacity of Spain-based data centers to 4,350 MW and restructures BAIF’s equity from options into common shares.

Under the addendum, stock options to purchase an aggregate of 400,000,000 shares of Edgemode common stock are exchanged for 400,000,000 fully paid, non-assessable restricted common shares issued to BAIF or its assignees. These shares were issued as unregistered securities in reliance on Section 3(a)(9) of the Securities Act.

Insights

Equity capital structure analyst

Edgemode converts large option overhang into restricted shares tied to an expanded Spain data center JV.

Edgemode amended its joint venture with Blackberry AIF and DC Estate Solutions Cayman Limited, raising planned Spain data center capacity to 4,350 MW. At the same time, it replaced options for 400,000,000 shares with an equal number of fully paid, restricted common shares issued to BAIF or its assignees.

This shift turns a derivative claim on equity into outstanding restricted stock, clarifying ownership but concentrating a substantial block with a joint venture partner. The issuance was conducted as an unregistered exchange under Section 3(a)(9), indicating it involved an existing security holder rather than a public sale.

Actual impact on existing holders depends on Edgemode’s overall share count, trading float, and any resale or lock-up terms contained in the full second addendum. Future company disclosures may provide more detail on governance rights and commercialization of the 4,350 MW Spain data center capacity.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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): March 23, 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.

On March 23, 2026, Edgemode, Inc. (the “Company”), Blackberry, AIF (“BAIF”) and DC Estate Solutions Cayman Limited (collectively, the “Parties”) entered into a second addendum (the “Second Addendum”) to that certain Joint Venture Agreement effective January 22, 2026, as amended by that certain addendum dated January 27, 2026 (the “Joint Venture Agreement”), by and among the Parties. 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 Joint Venture Agreement for 400,000,000 shares of the Company’s restricted common stock (the “Shares”) to BAIF or its assignees with the Shares being fully paid and non-assessable on the date of execution of the Second Addendum. Except as set forth herein, the terms of the Joint Venture Agreement remain in full force and effect.

The foregoing description of the Second Addendum is not complete and is qualified in its entirety by the full text of the Second Addendum, filed herewith as Exhibit 10.1 which is incorporated by reference into this item 1.01.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure in Item 1.01 is incorporated herein by reference. The issuance of the Shares were exempt from registration pursuant to Section 3(a)(9) of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit #		Exhibit Description
10.1		Second Addendum to Joint Venture Agreement, as amended, by and among Edgemode, Inc., Blackberry AIF, S.L. and DC Estate Solutions Cayman Limited dated March 23, 2026
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: March 24, 2026	By:	/s/ Charles Faulkner
	Name:	Charles Faulkner
	Title:	Chief Executive Officer

3

FAQ

What material agreement did Edgemode (EDGM) enter on March 23, 2026?

Edgemode entered a second addendum to its joint venture agreement with Blackberry AIF and DC Estate Solutions Cayman Limited. This addendum modifies their existing January 2026 joint venture, adjusting both Spain data center capacity plans and how Blackberry AIF’s equity interest is structured in Edgemode.

How does the new addendum change Edgemode (EDGM)’s Spain data center plans?

The second addendum increases the planned capacity of Edgemode’s Spain-based data centers to 4,350 MW. This higher capacity figure reflects an expanded scale for the joint venture’s infrastructure operations compared with the original January 2026 agreement as previously amended.

What equity did Edgemode (EDGM) issue under the second addendum?

Edgemode exchanged stock options to purchase an aggregate of 400,000,000 common shares for 400,000,000 restricted common shares. These fully paid, non-assessable shares were issued to Blackberry AIF or its assignees in connection with the updated joint venture structure described in the addendum.

Was Edgemode (EDGM)’s 400,000,000 share issuance registered with the SEC?

No, the 400,000,000 restricted common shares issued to Blackberry AIF or its assignees were not registered with the SEC. Edgemode states that the issuance qualified for an exemption from registration under Section 3(a)(9) of the Securities Act as an exchange with an existing holder.

Who are the joint venture partners named with Edgemode (EDGM) in this filing?

The joint venture partners named with Edgemode are Blackberry AIF and DC Estate Solutions Cayman Limited. All three parties signed the second addendum, which updates their January 22, 2026 joint venture agreement as previously amended on January 27, 2026.

What remains unchanged in Edgemode (EDGM)’s joint venture after the second addendum?

The filing states that, except for the changes described—higher Spain data center capacity and the share-for-option exchange—the terms of the original joint venture agreement, as amended on January 27, 2026, remain in full force and effect among Edgemode and its joint venture partners.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 SECOND ADDENDUM TO JOINT VENTURE AGREEMENT 29.8 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