Edgemode (EDGM) plans $7.2M majority acquisition of Spain’s Ibersun energy assets

Rhea-AI Filing Summary

Edgemode, Inc. has signed a non-binding term sheet to acquire 51% of Spanish company Ibersun Generación, S.L. for approximately $7,200,000. Ibersun owns assets such as battery energy storage system projects, land plots, and grid access rights that Edgemode aims to use for data center and energy storage projects in Spain.

The potential deal is subject to due diligence, negotiation and signing of definitive agreements, regulatory approvals, and other closing conditions. Edgemode also needs significant additional capital to close, and the company warns there is no assurance it will secure financing or complete the transaction.

Insights

M&A and capital structure analyst

Edgemode signs contingent $7.2M term sheet for majority of Ibersun.

Edgemode agreed a non-binding term sheet to buy 51% of Ibersun Generación for about $7,200,000. The target’s battery energy storage projects, land, and grid access could support data center and storage developments in Spain if the transaction eventually closes.

The agreement is explicitly non-binding and depends on due diligence, definitive documentation, regulatory approvals, and other conditions. Edgemode also states it requires significant additional capital, with no assurance of obtaining financing on reasonable terms, which is a key constraint.

Because the transaction is only at term-sheet stage and financing is uncertain, its impact on Edgemode’s business will depend on future steps, including securing capital and executing final agreements, as described in this disclosure.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

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

Key Figures

Proposed purchase price: $7,200,000 Stake in Ibersun: 51% equity interests

2 metrics

Proposed purchase price $7,200,000 Consideration to acquire 51% of Ibersun equity interests

Stake in Ibersun 51% equity interests Majority control of Ibersun Generación, S.L.

Key Terms

non-binding term sheet, battery energy storage system projects, regulatory approvals, emerging growth company

4 terms

non-binding term sheet financial

"entered into a non-binding term sheet (the “Term Sheet”), with the current shareholders of Ibersun"

A non-binding term sheet is a written outline of the main points parties expect to agree on in a business deal, like price, structure and timing, but it is not a final, enforceable contract. Think of it as a handshake on paper that sets expectations and a roadmap for negotiation and due diligence. Investors watch these because they signal intent and basic economics of a potential transaction, but terms can change before a binding agreement is signed, so the initial outline is informative but not guaranteed.

battery energy storage system projects technical

"Ibersun’s assets, including battery energy storage system projects, land plots, and grid access rights"

regulatory approvals regulatory

"subject to customary due diligence, negotiation and execution of final binding agreements, regulatory approvals, and satisfaction of closing conditions"

Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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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): June 3, 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.

On June 3, 2026, Edgemode, Inc. (the “Company”) entered into a non-binding term sheet (the “Term Sheet”), with the current shareholders of Ibersun Generación, S.L., a limited liability company organized under the laws of Spain (“Ibersun”), for the acquisition of 51% of the equity interests of Ibersun. If consummated as contemplated, the Company would acquire majority control of Ibersun for approximately $7,200,000 USD and utilize Ibersun’s assets, including battery energy storage system projects, land plots, and grid access rights, to develop data center and energy storage projects in Spain (the “Proposed Transaction”). The closing of the Proposed Transaction will be subject to customary due diligence, negotiation and execution of final binding agreements, regulatory approvals, and satisfaction of closing conditions. To close the Proposed Transaction, the Company requires significant additional capital. There are no assurances that the Company will receive sufficient capital to complete the Proposed Transaction or will receive capital on reasonable terms. If the Company is unable to obtain financing sufficient to fund the Proposed Transaction, the transaction will not be consummated. Even if the Company obtains financing, there can be no assurance that the parties will successfully negotiate and enter into a definitive agreement, or that the Proposed Transaction will be consummated on the terms or timeframe currently contemplated, or at all.

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 9, 2026	By:	/s/ Charles Faulkner
	Name:	Charles Faulkner
	Title:	Chief Executive Officer

3

FAQ

What transaction did Edgemode (EDGM) announce involving Ibersun Generación?

Edgemode entered a non-binding term sheet to acquire 51% of Ibersun Generación, S.L. for approximately $7,200,000. The company plans to use Ibersun’s battery energy storage projects, land plots, and grid access rights to develop data center and energy storage projects in Spain if the deal closes.

How much will Edgemode (EDGM) pay for the Ibersun stake?

Edgemode expects to pay approximately $7,200,000 USD to acquire 51% of Ibersun’s equity interests. This amount reflects majority control of the Spanish energy asset platform, subject to final binding agreements, completion of due diligence, regulatory approvals, and satisfaction of customary closing conditions described in the disclosure.

What assets does Ibersun provide to Edgemode (EDGM) in the proposed deal?

Ibersun contributes assets including battery energy storage system projects, land plots, and grid access rights in Spain. Edgemode intends to use these assets to develop data center and energy storage projects, positioning the platform as an infrastructure base if the proposed 51% acquisition is ultimately completed as contemplated.

Is the Edgemode (EDGM) acquisition of Ibersun binding or definitive?

The agreement is currently only a non-binding term sheet, not a definitive purchase contract. Closing remains subject to due diligence, negotiation and execution of final binding agreements, regulatory approvals, and other closing conditions, so there is no certainty that the transaction will be completed as planned or at all.

What financing does Edgemode (EDGM) need to complete the Ibersun transaction?

Edgemode states it requires significant additional capital to close the proposed Ibersun acquisition. The company notes there are no assurances it will receive sufficient financing or obtain capital on reasonable terms, and without adequate funding the transaction would not be consummated under the contemplated structure.

What risks does Edgemode (EDGM) highlight about the proposed Ibersun deal?

Edgemode highlights several risks: the term sheet is non-binding, closing requires due diligence, final agreements, regulatory approvals, and other conditions, and the company still must secure significant additional capital. It cautions there is no assurance the transaction will close on the contemplated terms or timeframe, or at all.

Filing Exhibits & Attachments

3 documents

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