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Edgemode (EDGM) signs non-binding deal to sell Spanish data center land interests

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Edgemode, Inc. entered into a non-binding term sheet with a third-party purchaser to negotiate the sale of its interests in land sites held through leaseholds in Cordoba, Palma, Vianos and Caceres, Spain. The buyer intends to use these sites for future data center projects, and the transaction is expected to be structured as a share purchase of the entities that hold the land interests.

The term sheet also gives Edgemode an option to enter into a joint venture with the purchaser to help develop the planned data centers. Edgemode signed an exclusivity letter agreeing to negotiate only with this purchaser for 60 days, but the deal remains subject to due diligence and the signing of definitive agreements, and there is no assurance the acquisition will be completed.

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Insights

Edgemode is exploring a strategic sale of Spanish land interests for planned data center projects under a non-binding term sheet.

Edgemode, Inc. signed a non-binding term sheet to sell equity interests in entities that control leasehold land in several Spanish locations intended for data center development. This suggests a potential shift in how the company monetizes or partners on its infrastructure footprint, but terms and valuation are not disclosed.

The structure as a share purchase agreement and the option for a joint venture with the purchaser indicate flexibility: Edgemode could fully exit the landholding entities or remain involved in development. Because the term sheet is explicitly non-binding and the deal depends on satisfactory due diligence and definitive documentation, the economic impact is uncertain at this stage.

The 60-day exclusivity period limits Edgemode from negotiating with alternative buyers during that window, which may streamline discussions with this purchaser but reduces optionality in the short term. Subsequent filings detailing definitive agreements, pricing and any joint venture structure would be needed to gauge financial impact on Edgemode’s asset base and strategy.

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, and exhibit attachments filed with this report.
Exclusivity period 60 days Exclusivity letter for negotiations with purchaser
Term sheet date July 1, 2026 Date of non-binding term sheet for Spanish land interests
Exhibit 10.1 Term Sheet Term Sheet between Edgemode and Pure Data Centres Group Limited
non-binding term sheet regulatory
"entered into a non-binding term sheet (the “Term Sheet”) with a third-party purchaser"
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.
share purchase agreement financial
"structure the Acquisition as a share purchase agreement pursuant to which the Purchaser would acquire"
A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.
joint venture agreement financial
"option to enter into a joint venture agreement with the Purchaser to assist in the development"
A joint venture agreement is a legally binding contract where two or more parties combine resources to run a specific business project or entity, spelling out who contributes what, how decisions are made, how profits and losses are shared, and how the venture can end. Investors care because the agreement determines control, financial exposure, potential returns, and exit options—much like a clear housemate contract that prevents disputes over money, chores, and belongings.
exclusivity letter regulatory
"executed an exclusivity letter (the “Letter”) pursuant to which the Company has agreed"
representations, warranties, and indemnities regulatory
"The Company anticipates providing customary representations, warranties, and indemnities in connection"
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FAQ

What transaction did Edgemode (EDGM) disclose in this 8-K filing?
Edgemode disclosed a non-binding term sheet to sell its equity interests in entities holding leasehold land in Cordoba, Palma, Vianos and Caceres, Spain, to a third-party purchaser planning data center developments.

How will the Edgemode (EDGM) Spanish land sale be structured?
The potential sale is expected to use a share purchase agreement, where the purchaser would acquire Edgemode’s equity interests in entities that hold the Spanish land leaseholds intended for future data center projects.

Is Edgemode (EDGM) committed to complete the Spanish land acquisition deal?
No, the term sheet is explicitly non-binding and does not obligate either party to close. Completion depends on the purchaser’s satisfactory due diligence and negotiation and execution of definitive transaction documents.

Does Edgemode (EDGM) have an opportunity to remain involved in the data center projects?
Yes, the term sheet includes an option for a joint venture under which Edgemode could assist the purchaser in developing the planned data center projects on the Spanish land sites.

What exclusivity did Edgemode (EDGM) grant the purchaser in this transaction?
Edgemode signed an exclusivity letter for 60 days, agreeing to negotiate only with this purchaser regarding the potential sale of its interests in the Spanish land-holding entities during that period.

Who is the purchaser named in Edgemode’s (EDGM) Spanish land term sheet?
The exhibits identify the purchaser as Pure Data Centres Group Limited, which entered into both the term sheet and the related exclusivity letter with Edgemode dated July 1, 2026.
false 0001652958 0001652958 2026-07-01 2026-07-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

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): July 1, 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 July 1, 2026, Edgemode, Inc. (the “Company”) entered into a non-binding term sheet (the “Term Sheet”) with a third-party purchaser (the “Purchaser”) regarding the sale of the Company’s interest in certain land sites controlled via leaseholds in Cordoba, Palma, Vianos and Caceres, Spain (the “Acquisition”). The land would be used by the Purchaser to develop data center projects. The parties intend to structure the Acquisition as a share purchase agreement pursuant to which the Purchaser would acquire the Company’s equity interests in entities holding the land. The Term Sheet also provides the Company an option to enter into a joint venture agreement with the Purchaser to assist in the development of the intended data center projects.

 

The Term Sheet 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 the share purchase agreement. The Company anticipates providing customary representations, warranties, and indemnities in connection with the Acquisition. In connection with the Term Sheet, the Company also executed an exclusivity letter (the “Letter”) pursuant to which 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.

 

The description of the Term Sheet and the Letter are not complete and are qualified in their entirety by the full text of the Term Sheet and the Letter 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  

Term Sheet by and between Edgemode, Inc. and Pure Data Centres Group Limited dated July 1, 2026

10.2  

Exclusivity Letter by and between Edgemode, Inc. and Pure Data Centres Group Limited dated July 1, 2026

104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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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: July 6, 2026 By: /s/ Charles Faulkner
  Name: Charles Faulkner
  Title: Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Source: View Original Filing on SEC EDGAR

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