Edgemode, Inc.

Overview

Edgemode, Inc. is a Nevada corporation established in 2011. The company operates through a subsidiary, Edgemode Wyoming, Inc., incorporated in Wyoming in March 2020. Between 2021 and 2023 Edgemode pursued Bitcoin mining but lacked funding for hardware and hosting. Since late 2023 the company shifted focus toward acquiring and developing AI data center and energy infrastructure, with an emphasis on high-performance computing (HPC) and digital colocation services.

Corporate transactions and ownership

• April 7, 2025: Edgemode completed a Share Exchange with Synthesis Analytics Production, Ltd. (SAPL) and Adler Capital Limited (ACL) and signed an Employment Agreement with Dr. Niclas Adler.
• Under the Share Exchange, SAPL transferred 100% of its outstanding capital stock to Edgemode in exchange for 1,260,246,354 Edgemode common shares (approximately 55% of Edgemode’s outstanding common stock at closing).
• The transaction was accounted for as an asset acquisition under ASC 805 because SAPL did not meet the definition of a business at closing.
• Post-closing, Edgemode, through SAPL, began designing, building, and operating digital infrastructure for HPC and digital colocation.

Post-transaction developments and disputes

• May 2025: The company alleged SAPL and ACL breached material representations and warranties under the Share Exchange.
• September 2025: Employment Agreement terminated following Dr. Adler’s resignation.
• December 8, 2025: The company issued a letter and filed a complaint seeking rescission of the Share Exchange and rescission of ACL’s issued shares; it also sought termination of Dr. Adler’s stock option and related employment agreement for cause.
• December 19, 2025: Nevada litigation filed by Dr. Adler and ACL against the company (claims including breach of fiduciary duties, wrongful termination, breach of contract).
• January 15, 2026: Edgemode filed suit in the U.S. District Court for the Southern District of Florida against SAPL and ACL seeking rescission of the Share Exchange, temporary injunctive relief to prevent transfer of shares, and damages.
• January 21, 2026: Adler and ACL voluntarily dismissed their related case.

Real property, leases and current assets

• October 2025: Edgemode and Blackberry AIF (BAIF) organized DC Estate Solutions Cayman Limited (DC Estate Solutions) to develop multiple data center sites.
• November 2025: SPV-SPA executed; DC Estate Solutions initially owned 75% by Edgemode and 25% by BAIF; governance later shifted under a Joint Venture Agreement (JVA) executed January 22, 2026.
• DC Estate Solutions acquired seven Spain leases tied to eight sites (five primary Spain sites plus additional sites in Spain and Panama) for HPC data center development. Leases are held by DC Estate Solutions’ wholly owned subsidiaries, with terms around 35 years and an initial average monthly cost of approximately $96,000 across all sites.
• A 2026 payment of approximately $15,000 was due to Cordoba owners; no further Cordoba payments were expected for 2026 after that payment.
• The Spain leases and the Tocumen, Panama lease are intended to support development of AI data center sites.
• Under the JVA (effective January 22, 2026), DC Estate Solutions is owned 50.1% by Edgemode and 49.9% by BAIF; major decisions require unanimous consent.
• Edgemode funded DC Estate Solutions with $3.5 million USD, distributed to BAIF in several installments and prepayments tied to MOU/SPA and deed effectiveness.
• BAIF received stock-based incentives (Mora Options) to purchase Edgemode shares:
  • First Mora Option: up to 250,000,000 shares at $0.02 per share; fully vested; exercisable on grant; expires five years after grant or upon JVA termination.
  • Second Mora Option: up to 150,000,000 shares at $0.02 per share; fully vested; exercisable on grant; expires five years after grant or upon JVA termination.

JVA addenda and capacity expansion

• January 27, 2026 Addendum: Expands capacity planning to 4,350 MW and exchanges BAIF stock options for 400,000,000 restricted shares (fully paid, non-assessable) with BAIF.
• March 23, 2026 Second Addendum: Further expands Spain-based capacity (Villasequilla 600 MW, Tomelloso 450 MW) and Tocumen Panama 1,000 MW; creates SPVs (DC Villasequilla SL, DC Tomelloso SL, DC Tocumen SA) to own these facilities prior to assignment to DC Estate Solutions; requires Edgemode to fund development with minimum payments that increase BAIF’s funding commitment to roughly $11.15 million.
• Initial Spain sites include Malpica, Cáceres, Vianos, Córdoba, and Torrecampo (each roughly 100 hectares). Additional sites: Villasequilla (600 MW), Tomelloso (450 MW), Tocumen (Panama) (1,000 MW).
• The combined project scope across the eight sites was described as up to 3.5 GW, while per-site capacities cited in documents sum to approximately 3.85 GW.

Strategy and business model

• Core strategy: develop large-scale AI data center infrastructure configured for HPC, cloud computing, machine learning, and AI applications using SAPL assets and DC Estate Solutions.
• Revenue model: license colocation data center space and related services to licensees at the Spain and Panama sites. Clients may lease entire data center components or contract for customer-specific builds, with recurring payments based on fixed capacity fees and variable energy use charges plus ancillary services (power delivery, security, maintenance, taxes).
• The company envisions joint ventures where clients may finance final builds in exchange for a share of ongoing revenue.

Products and services

• AI Data Center Infrastructure Development: design, build, and operate HPC-focused data centers; offer colocation, power provisioning, and related services.
• Master Services Agreement with Cudo Ventures Ltd. (January 21, 2025) for Tier 3 data center hosting and colocation (1 MW capacity; five-year term initially). A payment was received in early 2025; the contract was later terminated and its deposit is subject to refund in the context of rescission discussions.

Intellectual property

• The company does not own patents, trademarks, or other registered intellectual property, nor is it party to IP ownership or licensing agreements.

Regulation and environment

• The regulatory environment for HPC, AI, and cloud computing is evolving, with increasing attention to responsible AI practices (transparency, accountability, fairness).
• Environmental considerations include energy consumption, greenhouse gas emissions, and potential regulatory or tax changes affecting power generation methods used for data centers; such measures could affect operations and costs.

Human capital

• As of April 13, 2026: 2 full-time employees (including 2 executive officers).
• The company engages 5 consultants and plans to hire additional consultants or contractors as needed.
• No employees are represented by a labor union; no past work stoppages reported.

Customers and revenue status

• Named customer: Cudo Ventures Ltd. under a Master Services Agreement in early 2025 for 1 MW over five years; that arrangement was terminated and deposits are implicated in rescission discussions.
• Financial highlights reported:
  • Revenue: $0 to date.
  • Employees: 2 full-time employees (as of April 13, 2026) plus 5 consultants.
  • Customers: At least one named customer (Cudo Ventures Ltd) under the now-terminated MSA.

Corporate offices

• Principal office: 110 East Broward Blvd, Fort Lauderdale, Florida (nominal monthly rent).
• Additional operations for Spain and Panama projects are conducted through DC Estate Solutions and its SPVs.

Key milestones

• 2011: Edgemode, Inc. incorporated in Nevada.
• 2020: Edgemode Wyoming, Inc. incorporated.
• 2021–2023: Bitcoin mining efforts limited by funding constraints.
• Late 2023–2025: Strategic shift toward AI data center development and acquisitions.
• April 7, 2025: Share Exchange with SAPL and ACL closed; Employment Agreement with Dr. Niclas Adler executed.
• May 2025: Company alleged breaches by SAPL and ACL.
• September 2025: Adler resigned and his Employment Agreement terminated.
• December 8, 2025: Company filed for rescission of the Share Exchange and related relief.
• December 19, 2025: Litigation filed by Adler and ACL.
• January 15, 2026: Company filed Florida federal suit seeking rescission and damages.
• January 21, 2026: Adler and ACL dismissed their Florida case.
• January 22, 2026: JVA with BAIF and DC Estate Solutions established (50.1% Edgemode / 49.9% BAIF).
• January 27, 2026: Addendum expanding capacity and exchanging BAIF options for restricted shares.
• March 23, 2026: Second Addendum expanding site capacities and restructuring funding commitments.

Notes on structure and risks

The business includes complex cross-ownership and financing arrangements (SPVs, DC Estate Solutions, BAIF) and multiple JVA addenda that adjust ownership, funding obligations, and equity incentives. The company identifies the need for substantial external financing to progress to Ready-to-Build status and to complete the planned developments.