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): November 626, 2025

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)

(~~707~~954) ~~687~~380-~~9093~~3343

Registrant’s Telephone Number, Including Area Code

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 ~~October~~November 1526, 2025, Edgemode, Inc. (the “Company”) ~~and Blackberry AIF SL (“BAIF”)~~ entered into a ~~memorandum~~securities ofpurchase ~~understanding~~agreement (the “~~MOU~~Agreement”) ~~for~~ ~~the~~with ~~purposes~~an ofaccredited ~~organizing~~investor ~~DC Estate Solutions Cayman Limited, a Cayman Island entity~~ (the “~~SPV~~Holder”) ~~which was organized~~dated byNovember ~~the Company on October 23~~18, 2025. OnPursuant ~~November~~to 6,the ~~2025~~Agreement, the ~~SPV~~Company ~~and~~sold ~~BAIF~~to ~~entered~~the ~~into~~Holder a ~~share~~convertible ~~purchase~~promissory ~~agreement~~note ~~(the~~in ~~“SPV SPA”). The SPV is owned and controlled 75% by~~ the ~~Company and 25% by BAIF. The~~ principal ofamount ~~BAIF is Jose Mora. The SPV has acquired five property leases held by BAIF consisting~~ of ~~100 hectares of land each located in the Spain cities of Malpica~~ $143,750 ~~Caceres, Vianos, Cordoba and Torrecampo~~ (the “~~Spain~~Promissory ~~Leases~~Note”). ~~The~~for ~~Spain~~which ~~Leases~~the ~~are~~Company ~~held~~received bynet ~~wholly~~proceeds ~~owned subsidiaries~~ of ~~the SPV~~$125,000. The ~~Spain~~proceeds ~~Leases~~from ~~are~~the ~~for~~sale anof ~~average~~the ~~term~~Promissory ofNote 35shall ~~years~~be atused ~~an initial total average cost of $96,000 per month~~ for ~~all~~working ~~sites~~capital. AsPursuant ato ~~condition of each lease,~~ the ~~payments are subject to meeting certain milestones~~Agreement, ~~such~~ as ~~obtaining~~consideration afor ~~favorable urban compatibility reports and connection points. Under~~ the ~~terms~~purchase of the ~~Spain~~ ~~Leases,~~Promissory Note, the Company ~~will~~also ~~pay~~issued ~~$14~~1,~~421~~250,000 toshares ~~the owners~~ of the ~~Cordoba~~Company’s ~~site~~common instock ~~2026.~~(the No“Commitment ~~further~~Shares”) ~~payments~~to ~~are~~the ~~expected in 2026~~Holder.

The ~~Company~~Promissory ~~and~~Note ~~BAIF intend~~carries toa ~~use~~one-time ~~the~~interest ~~Spain~~charge ~~Leases~~of to12%, ~~develop~~which ~~and~~was ~~operate~~applied ~~high-performance~~to ~~computing~~the ~~(HPC)~~principal ~~datacenter~~on ~~sites. Upon execution of~~ the ~~MOU~~issuance ~~the Company paid BAIF $250~~date,~~000~~ and ~~the~~matures ~~Company~~on ~~paid~~November ~~BAIF an additional $250~~20,~~000~~ ~~on the closing of the SPV SPA~~2026. The ~~Company intends to issue Mr. Mora~~Promissory ~~options~~Note tois ~~purchase~~convertible ~~250,000,000~~into ~~shares~~common stock of the Company’s ~~common~~after ~~stock~~the at180th andaily ~~exercise~~anniversary ~~price~~of tothe beissuance ~~determined~~of ~~prior~~the toPromissory ~~issuance. In~~Note ~~addition,~~or ~~the~~at ~~SPV~~any ~~will~~time ~~enter~~following ~~into~~ an ~~employment~~event ~~agreement~~of ~~with~~default ~~Mr.~~at ~~Mora~~a ~~with~~conversion anprice ~~annual base salary~~ of $~~400,000 and additional equity and cash incentives~~0.01 ~~The~~per ~~Company intends to develop the sites as gas powered fully autonomous energy islands for Tier 3 level uptime AI data centers~~share. ~~The~~In ~~total capacity to be developed across~~ the 5event ~~sites is anticipated to be up to 1.8 Gigawatts. We believe~~ that ~~since the sites will be autonomous energy islands no grid connection is required and there will be no material reliance on grid infrastructure. Thereby~~, ~~subject~~ tobeginning ~~financing,~~6 ~~reducing time to power for our data center clients to 18~~ months. ~~The~~after ~~total capacity of~~ the ~~sites is planned to be~~ ~~360~~date MWof ~~per~~issuance, ~~site.~~the Anclosing ~~application~~price toof ~~connect to~~ the ~~local~~Company’s ~~gas~~common ~~pipeline~~stock ~~for gas supply has already been made and approval~~ is ~~expected~~less ~~to be~~than ~~received within 30 days~~$0.01 ~~The~~per ~~Company~~share isfor ~~negotiating~~more athan ~~power~~5 ~~purchase~~consecutive ~~agreement with an energy company to develop a 360MW gas turbine~~trading ~~facility to convert gas fuel into electricity. In addition~~days, the ~~Company~~conversion isprice inshall ~~negotiation~~reset ~~for a 90 MW gas Fuel cell power facility~~ to be ~~supplied under a power purchase agreement for each site~~$0. ~~The Company will need to secure fibre connections, environmental permits and all necessary contractor permits~~0075. ~~The~~If ~~sites will then be classed at Ready to Build (RTB) as~~ the Company’s ~~intends~~common tostock ~~sell~~is ~~the~~less ~~sites~~than ~~on a RTB basis~~$0.0075 Wefor ~~estimate~~more ~~the~~than ~~Company will require $~~5 ~~million~~consecutive trading ofdays, ~~working~~the ~~capital~~conversion toprice ~~achieve~~shall ~~full~~reset ~~RTB status on all 5 sites. Additional capital is required~~ to ~~develop~~ the ~~sites~~lowest ~~and~~traded ~~the~~price ~~further development~~ of the ~~datacenters~~Company’s tocommon ~~RTB~~stock ~~will~~on ~~require~~its ~~substantial~~principal ~~capital. There are~~trading nomarket ~~assurances~~during the ~~Company~~period ~~will~~of ~~receive~~default ~~sufficient capital or will receive capital on reasonable terms. In addition, there are no assurances that the application~~ and ~~permits~~shall ~~will~~ be ~~received~~readjusted orevery ~~that~~21 ~~agreements~~days ~~will be completed or~~ the ~~datacenters~~Promissory ~~ultimately~~Note ~~developed~~remains ~~and~~in ~~sold or become operational~~default.

2The Promissory Note provides for standard and customary events of default such as failing to timely make payments under the Promissory Note when due, failure of the Company to timely comply with its reporting requirements with the Securities and Exchange Commission and the failure to maintain a listing on the OTC Markets. Upon the occurrence of an event of default, the outstanding balance of the Promissory Note shall immediately become due and payable without demand, and the Company shall pay to the Holder an amount equal to the then outstanding principal amount of the Promissory Note, plus any accrued and unpaid interest on the unpaid principal amount of the Promissory Note. At no time may the Promissory Note be converted into shares of the Company’s common stock if such conversion would result in the Holder, or its affiliates, owning an aggregate of more than 9.99% of the then outstanding shares of the Company’s common stock.

~~SIGNATURES~~The Promissory Note and Commitment Shares were issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

~~Pursuant~~The todescription of the ~~requirements~~Agreement and ofthe Promissory Note are not complete and are qualified in their entirety by the ~~Securities Exchange~~full ~~Act~~text of ~~1934,~~ the ~~Registrant~~Agreement ~~has~~and ~~duly~~the ~~caused~~Promissory ~~this~~Note, filed ~~report~~herewith toas beExhibits ~~signed~~10.1 onand ~~its~~10.2 ~~behalf~~which are incorporated by ~~the~~reference ~~undersigned~~into ~~hereunto~~this ~~duly~~Item ~~authorized~~1.01.

	Edgemode, Inc.
Dated: November 12, 2025	By:	/s/ Charlie Faulkner
	Name:	Charlie Faulkner
	Title:	Chief Executive Officer

Item 9.01 Financial Statements and Exhibits.

Exhibit	Description
10.1	Securities Purchase Agreement between Edgemode, Inc. and investor dated November 18, 2025
10.2	Promissory Note issued by Edgemode, Inc. in favor of investor dated November 20, 2025
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

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: December 1, 2025	By:	/s/ Charlie Faulkner
	Name:	Charlie Faulkner
	Title:	Chief Executive Officer

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