Edgemode, Inc. 8-K

What Happened

• Edgemode, Inc. (EDGM) filed an 8‑K disclosing a Joint Venture Agreement (JVA) effective January 22, 2026 with Blackberry, AIF (“BAIF”) and DC Estate Solutions Cayman Limited to develop high‑performance computing data centers on leased sites in Spain (and later Panama). Edgemode will own 50.1% of the Joint Venture Company; BAIF will own 49.9%. An addendum dated January 27, 2026 expanded the projects to a total capacity of 3,550 MW across eight data‑center projects (including sites in Malpica, Cáceres, Vianos, Córdoba, Torrecampo, Villasequilla, Tomelloso, and Tocumen, Panama).
• The JVA and SPA transferred five Spanish SPVs and their leases to the Joint Venture Company; the JV will distribute funding it receives to BAIF. Jose Mora (principal of BAIF) will serve as CEO of the Joint Venture Entity.

Key Details

• Ownership and control: Edgemode 50.1% / BAIF 49.9%; most material JV decisions require unanimous consent of Edgemode and BAIF.
• Edgemode funding commitments:
  • $3,500,000 total committed under the initial JVA (including $250k paid on MOU, $250k on SPA, $375k on notarial deed, and $2,625,000 payable in $125,000 monthly installments starting March 1, 2026).
  • Addendum increases minimum aggregate funding (BAIF Funding) to $11,150,000 total, including an additional $2,400,000 funded as $100,000 monthly for 24 months starting May 1, 2026.
• Equity and foreclose rights: If Edgemode fails to make required payments, BAIF may foreclose on a pro rata portion of SPV equity interests.
• Stock options: Edgemode granted (i) a fully vested option for 250,000,000 shares at $0.02/share (5‑year max term) and (ii) a fully vested additional option for 150,000,000 shares at $0.02/share (also up to 5 years). Total potential shares = 400,000,000 at $0.02.
• Jose Mora (age 47) will manage and develop the Data Centers as BAIF’s principal and receive portions of BAIF Funding at his discretion; he also holds executive roles at BAIF‑related entities.

Why It Matters

• Capital commitment and asset risk: Edgemode has committed substantial near‑term cash (monthly funding obligations beginning March and May 2026) totaling minimum payments that the JV will pass through to BAIF. Failure to meet payments could allow BAIF to seize SPV equity, potentially exposing Edgemode to loss of the underlying data‑center assets.
• Dilution and financing implications: The company granted options to acquire up to 400 million shares at $0.02 — if exercised, this could materially increase share count and dilute current shareholders (theoretical proceeds if fully exercised ≈ $8.0M).
• Governance and related‑party considerations: The JV is substantially controlled jointly with BAIF and managed by BAIF’s principal, Jose Mora, who will also receive portions of the funding and options. Investors should note the related‑party nature of BAIF and potential conflicts of interest described in the filing.

(Exhibits—JVA, option grants, and addendum—are filed as exhibits to the 8‑K; see the filing for full contract text.)