What changed in this filing

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Item 1. Business

2023-04-17 compared with 2022-04-12 · 71 added, 98 removed, 88 unchanged (66% of the section changed)

Prior to the closing of the Transaction, FWAV

was a shell company with nominal assets and liabilities.

EdgeMode is an early-stage cryptocurrency mining.

Although we have historically

mined Ethereum, we are now focused on expanding our operations by mining Bitcoin.

We provide investors with direct exposure to cryptocurrencies,

without the technical complexity or constraints of purchasing the underlying cryptocurrency.

Investors avoid the need to create online

wallets, wire money offshore, and safely store their cryptocurrency.

We operate through our partnerships with third

party hosting firms, Bitcoin mining facilities for the sole purpose of mining Bitcoin and Ethereum.

Our facilities and mining platform

are operating with the primary intent of accumulating Bitcoin, although to date we have focused on Ethereum, which we may sell for fiat

currency from time to time depending on market conditions and management’s determination of our cash flow needs.

We have established partnerships with third party

hosting firms, Bitcoin mining facilities for the sole purpose of mining Bitcoin.

We require financing to operate the mining of Bitcoin.

We ceased Ethereum mining operations in September 2022 when Ethereum switched its consensus protocol to proof of stake.

Our facilities

and mining platform will be operating with the primary intent of accumulating Bitcoin.

During late 2022 and early 2023 we have focused

on securing a debt facility.

We anticipate our first loan from this facility will be completed in May 2023, although we cannot provide

any assurances we will receive any capital under this facility.

This debt facility will be used to finance the purchase of BTC mining

hardware and hosting contracts which, subject to financing, we anticipate will commence between May 2023 and December 2023.

We believe we have a purchase order in place to acquire significant

high quality additional machines contingent on our ability to raise the funds to acquire such machines.

Subject to receipt of financing, we have secured

hosting contracts in the U.S and Egypt for over 540MW of hosting capacity, which will provide us the power supply to operate the 20 Exahash

of hardware we have purchased.

There are no assurances we will receive adequate

We are in the research and development stage of

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In that regard, we may continue

to hold as well as sell Ethereum in order to fund the purchase of Bitcoin miners and other mining equipment, to pay operational expenses

to hold as well as sell Bitcoin in order to fund the purchase of Bitcoin miners and other mining equipment, to pay operational expenses

such as hosting company fees and for working capital and other general corporate purposes.

Other than Ethereum, we have no holdings of,

and have no current plans to hold, any other types of digital assets other than Bitcoin.

We have no holdings of, and have no current

plans to hold, any other types of digital assets other than Bitcoin.

Digital Asset Mining

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and are not a legal standard or binding on the SEC or other regulators.

See the risk factor titled “If we undertake to mine digital

assets other than Bitcoin and Ethereum, such digital assets may be deemed to be securities by regulators, notwithstanding any assessment

by us and/or our advisors to the contrary” on page 16.

We recognize that whether a digital asset is a security is a complex legal

For that reason, we have no plan in the foreseeable future to mine anything other than Bitcoin and to a lesser extent Ethereum.

See the risk factors below.

We recognize that whether a digital

asset is a security is a complex legal issue.

For that reason, we have no plan in the foreseeable future to mine anything other than Bitcoin

and to a lesser extent Ethereum.

With respect to holding and selling the cryptocurrency

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excessive quantity of the specific cryptocurrency has accumulated in our digital wallet resulting in a potential security risk.

the cryptocurrency we mine in a digital wallet using a BlockFi account, and do not have any agreements with third parties to manage or

exchange the cryptocurrency we mine and store.

the cryptocurrency we mine in a digital wallet using a DRFQ account, and do not have any agreements with third parties to manage or exchange

the cryptocurrency we mine and store.

Miners measure their capability in terms of processing

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best interests.

Our Mining Equipment

Hardware Manufacturer

Rouses Point NY State

There is an outstanding debt of $1,555,726 on

the miners which we intend to fully pay by year end 2023.

We are currently utilizing 0.5MW of power and

hosting supply at the Rouses Point facility.

We have signed a purchase order for a further

1,152 GPU servers for Ethereum mining to be installed and hosted at Rouses Point in April 2022.

There is an outstanding debt of $1M on

this hardware which we intend to fully pay by March 2023.

This hardware will utilize a further 0.25MW of hosting supply at Rouses

We have signed a purchase order with Katena Computing

for the supply of 10 Exahash of Bitcoin Mining hardware.

We will receive the first delivery on this order in September 2022 with 5 Exahash

being delivered by December 2022 the balance of 3.5 Exahash in Q1 2023 and 3.5 Exahash in Q2 2023.

This hardware will be hosted by Compute

North at their facilities in North Carolina and Texas and will require a total 250 MW of hosting capacity.

See the risk factors below.

Our Mining Equipment and Material Agreements

To date, our mining hardware was obtained from

2CRSI, a French global tech group that designs and manufactures servers.

These servers were used to mine Ethereum until Ethereum switched

its consensus protocol to proof of stake.

There is an outstanding debt of $1,179,972 on the miners.

The miners have been returned to 2CRSI

upon termination of the contract and as such the Company is making no further payments against the potential balance.

No confirmation

has been received from 2CRSI and as such the balance remains outstanding on the Company’s balance sheet in the accompanying financial

We signed a revised purchase order with Katena

in October 2022.

We have paid Katena $1,250,000, of which $125,000 was returned to us as a result of delays in delivery for the supply

of mining hardware which we anticipate will be delivered by December 2023.

We believe we have 3 purchase orders in place

which we believe will secure delivery of significant high quality additional mining hardware between May 2023 and December 2023.

seeking financing to complete the order.

We have not received any financing as of the date of this report and there are no assurances

we will receive financing.

Hosting Agreements

Our K10 Miners will be located in North Carolina

and Texas and maintained by Compute North, LLC (“Compute North”) a well-known miner hosting company in North America.

a Master Agreement, Compute North is providing the Company with colocation, managerial and other services at its data center facilities,

including rack space, electrical power, ambient air cooling, internet connectivity and physical security for the Company’s miners.

The initial hosting capacity with Compute North is 20 MW.

The purchaser order with Compute North anticipates an additional 230 MW of hosting

capacity available to the Company.

The Master Agreement is terminable by Compute North for cause.

The Company granted Compute North with

a security interest in the miners and other equipment installed at the facility to secure the Company’s obligations under the master

The Company is responsible for a minimum monthly service fee and other fees.

See the Master Agreement with Compute North and

Purchase Order attached as Exhibit 10.5 to this report.

The terms of such agreements are incorporated herein by reference.

We have a signed hosting agreement with Trinity

Mining Technologies, LLC.

This agreement provides for up to 300MW of hosting facilities in Texas beginning in October 2022.

See the Master

Agreement with Trinity Mining Technologies, LLC attached as Exhibit 10.6 to this report.

The terms of such agreements are incorporated

herein by reference.

Our currently owned miners are primarily located

in New York with 2CRSI.

See above for MW utilized and total capacity available if required.

The Company pays 2CRSI hosting fees of $0.08

per KWH plus a monthly hosting charge of $50 per MWH.

See the 2CRSI orders attached as Exhibit 10.7 to this report.

The terms of such

orders are incorporated herein by reference.

We terminated our hosting agreement with Compute

North as Compute North went bankrupt in September 2022.

We have secured hosting services in North America

and will sign a hosting agreement for 40 MW of capacity which we anticipate to come online in May 2023 subject to receipt of financing.

We have also secured hosting services in Egypt

and will sign a hosting agreement for 500 MW of capacity which we anticipate to come online between October 2023 and March 2024, subject

to receipt of financing.

We have two full-time employees and no part-time

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We believe our relationships with our employees

Our corporate headquarters are located in Chicago,

Illinois, consisting of approximately 1,000 square feet of office space under a monthly rental agreement.

We believe that our existing

facilities are suitable and adequate and that we have sufficient capacity to meet our current anticipated needs.

Our corporate headquarters are located in Fort

Lauderdale, Florida, consisting of approximately 1,000 square feet of office space under a monthly rental agreement.

We believe that our

existing facilities are suitable and adequate and that we have sufficient capacity to meet our current anticipated needs.

Our Recent Corporate History

Prior to the closing of the Transaction, Fourth

Wave was a shell company with nominal assets and liabilities.

EdgeMode was incorporated in the State of Wyoming

in March 2020.

Our office is located at 350 North Orleans Street, Suite 9000N, Chicago, IL 60654 and its website address is www.edgemode.io.

We have not incorporated by reference into this report the information that can be accessed through our website and you should not consider

such information to be part of this report.

Our operating subsidiary, EdgeMode, was incorporated

in the State of Wyoming in March 2020.

Prior to the closing of the acquisition of Edgemode, we were a shell company with nominal assets

and liabilities.

Our website address is www.edgemode.io.

We have not incorporated by reference into this report the information that can

be accessed through our website and you should not consider such information to be part of this report.

After a period of regulatory uncertainty, we believe

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For additional discussion

regarding our belief about the potential risks existing and future regulation pose to our business, see our “ Risk Factors ”

beginning on page 7.

Risk Factors.

regarding our belief about the potential risks existing and future regulation pose to our business, see our “ Risk Factors ” below.

Not applicable to smaller reporting companies.

However, our principal risk factors are described under “Management’s Discussion and Analysis of Financial Condition and

Results of Operations.”

However, our principal risk factors are described under “Management’s Discussion and Analysis of Financial Condition and Results

of Operations.”

Unresolved Staff Comments.

We maintain our corporate offices at 350 North

Orleans Street, Suite 9000N, Chicago, IL 60654 under a virtual office lease.

We lease these premises under a monthly rental agreement

at a nominal cost.

We maintain our corporate offices at 110 East

Broward Blvd, Fort Lauderdale, Florida.

We lease these premises under a monthly rental agreement at a nominal cost.

Legal Proceedings.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business