What changed in this filing

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Item 1. Business

2025-05-02 compared with 2024-04-26 · 198 added, 87 removed, 3 unchanged (99% of the section changed)

Edgemode, Inc.

(Formerly Fourth Wave Energy, Inc.)

(“we”, “our”, the “Company”) was incorporated in Nevada on January 21, 2011.

Effective January 31,

2022, the Company, FWAV Acquisition Corp., a Wyoming corporation and wholly owned subsidiary of the Company and EdgeMode, a Wyoming corporation

(“Edgemode Wyoming”) closed on an Agreement and Plan of Merger and Reorganization dated December 2, 2021 (the “Merger

In accordance with the Merger Agreement, FWAV Acquisition Corp.

merged with and into Edgemode Wyoming, with Edgemode

Wyoming becoming a wholly owned subsidiary of the Company.

The merger was accounted for as a reverse merger, whereby EdgeMode Wyoming

was considered the accounting acquirer and became our wholly-owned subsidiary.

On June 3, 2022 the Company changed its name from Fourth

Wave Energy Inc.

to Edgemode, Inc.

Since our incorporation, the Company has attempted

to become involved in a number of business ventures, all of which, excluding Edgemode Wyoming, were unsuccessful and which have been abandoned.

Edgemode Wyoming historically mined Ethereum from late 2020 until September 2022.

Although Edgemode

Wyoming historically mined Ethereum, due to the change of Ethereum (ETH) from Proof of Work (POW) to Proof of stake (POS), the Company

terminated all rental agreements and future purchase orders related to Ethereum mining operations.

We now intend to mine Bitcoin, subject

to financing.

However, we require significant financing to commence Bitcoin mining.

Since late 2022 we have focused on securing

a debt facility.

We cannot provide any assurances we will receive any capital under a debt facility.

Any debt financing will be used to

finance the purchase of Bitcoin mining hardware and hosting contracts.

We have suspended our daily operations subject to receiving additional

There are no assurances we will receive adequate financing.

Our management has also begun exploring possible opportunities for

the Company involving mergers, acquisitions or other business combination transactions in an effort to diversify our business.

not currently a party to any agreement or understandings with any third parties, and there are no assurances even if our management locates

an opportunity which it believes will be in the best interests of our shareholders that we will ever consummate such a transaction.

investors should not place undue reliance on these efforts.

As stated above, at present, the Company has

no sources of revenue and has no specific business plan or purpose without significant financing.

Therefore, the Company’s business

plan is to also seek an acquisition or merger candidate (a “Business Combination”).

As a result, the Company is considered

a “blank check” or “shell” company.

See the Risk Factors beginning on page 2.

does not intend to undertake any efforts to cause a market to develop in the Company’s securities until such time as the Company

has successfully implemented its business plan and/or closed on a suitable Business Combination.

Although we have been in discussions with potential

partners or targets, we have not entered into any definitive agreements.

The evaluation and selection of a business opportunity is a complex

and uncertain process, and we have not yet identified a target operating business for acquisition.

Business opportunities that we believe

are in the best interests of the Company and its shareholders may be scarce, or we may be unable to attract the businesses we identify

as viable for our objectives, including due to competitive forces in the marketplace beyond our control.

There is no assurance that we

will be able to locate compatible business opportunities for the Company.

See Item 1A - Risk Factors .

Human Capital/Employees

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

Our employees also serve as our officers and directors.

None of our employees are parties to any collective bargaining arrangement.

We believe our relationships with our employees are good.

We are incorporated under the laws of the State

of Nevada in 2011.

was incorporated under the laws

of the State of Nevada in 2011.

Our subsidiary, Edgemode Wyoming, 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.

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.

and 2023, we attempted to become a key figure in Bitcoin mining but lacked the necessary funding to finance the purchase of Bitcoin mining

hardware and hosting contracts.

As a result, since late 2023 and throughout 2024, our business activities primarily consisted of identifying

and evaluating suitable acquisition transaction candidates, which led to our now-planned strategic transition from cryptocurrency mining

to digital infrastructure colocation services and high-performance computing (“HPC”) hosting.

Effective April 7, 2025 (the “Effective

Time” or “Closing Date”), Edgemode, Inc., Synthesis Analytics Production Ltd, an England and Wales private limited company

(“SAPL”), and Adler Capital Limited, a company registered in Hong Kong, and the sole shareholder of SAPL, (“ACL”)

closed on a Share Exchange Agreement dated April 7, 2025 (the “Share Exchange” or “Transaction”).

In accordance

with the Share Exchange, SAPL agreed to transfer 100% of SAPL’s outstanding capital stock to Edgemode in exchange for 1,260,246,354

shares of Edgemode common stock, par value $0.001 per share, which represented approximately 55% of the Company’s outstanding common

stock at the Effective Time.

The Company accounted for the acquisition as an asset acquisition under ASC 805 as SAPL did not meet the

definition of a business as it did not contain a full set of integrated inputs and outputs at the time of closing.

Following the closing of the Share Exchange, Edgemode,

through SAPL, its wholly owned subsidiary, is now designing, building, and operating digital infrastructure for HPC with the goal of becoming

a leading provider of digital colocation services.

SAPL is an entity organized in 2022 under the laws of England and Wales.

change its name to EdgeMode Europe Limited.

The acquisition of SAPL has positioned us to enter

the rapidly evolving HPC hosting market in an efficient and effective manner.

The acquisition has enabled us to plan to leverage SAPL’s

existing infrastructure and expertise to meet the growing demand for data center facilities for third-party customers focused on cloud

computing as well as machine learning and artificial intelligence.

The acquisition of SAPL will enable us to become

a premier provider and operator of dedicated, purpose-built data center facilities for our third-party customers.

We believe that opportunities

for growth exist in various applications of our data centers, which is another factor as to why we decided to begin offering digital infrastructure

colocation services to third parties engaged in HPC.

Our goal is to utilize the assets we have acquired

via the purchase of SAPL for HPC hosting operations which will provide consistent dollar-based revenue and which represent substantially

less risk than our historical digital asset self-mining operations.

Our intent is to focus our business on development and marketing efforts

to build data centers and expand our foundational HPC hosting customer base.

Business Strategy

Our business strategy is to generate revenue and

achieve profitability by building large-scale data center infrastructure configured for specialized computers performing specific, high-value

applications such as cloud computing, machine learning, and artificial intelligence and maximizing the use of assets acquired in the SAPL

We intend to strategically develop and to work to make operational the infrastructure necessary to support our contractual

commitments to our HPC customers and to support expected customer growth and additional demand by leveraging our data center expertise

and capabilities.

We intend to seek additional opportunities and to engage additional customers in the HPC hosting market to expand our

business using our knowledge, expertise, and existing and future infrastructure where favorable market opportunities exist.

Our strategy is focused on hyperscale cloud-based

providers and enterprises, including potential customers that we believe have significant data center infrastructure needs that have not

yet been outsourced or will require additional data center space and power to support their growth and their increasing reliance on technology

infrastructure in their operations.

We believe our capabilities for serving the needs of large hyperscale providers and enterprises will

continue to enable us to capitalize on the growing demand for outsourced data center facilities in our markets and in new markets where

our customers are located or plan to be located in the future.

Our business strategy requires immediate funding of approximately $2,000,000

to enable us to commence our new operations and repay debt, as well as additional significant financing to develop and expand our new

There are no assurances that we will raise sufficient capital to execute our business plan or satisfy our liabilities.

“Risk Factors.”

Products and Services

High-Performance Computing Hosting

HPC is a technology that uses clusters of powerful

processors that work in parallel to process massive data sets and solve complex problems at extremely high speeds.

The proliferation of

data, as well as data-intensive and AI enabled applications and use cases, is driving demand for the computing power of HPC.

Traditionally,

HPC has involved an on-premises infrastructure, investing in supercomputers or computer clusters.

Our HPC hosting revenue will be generated by licensing

colocation data center space and related services to a licensee at our Marviken data center.

These licensing agreements and orders include

lease components, non-lease components (such as power delivery, physical security, maintenance and other billable expenses), as well as

non-component elements such as taxes.

Under these contracts, customers pay fixed payments (based on electric capacity) and variable payments

on a recurring basis.

HPC colocation leases may include all or portions of a data center, where customers may also lease office space

to support their colocation operations where revenue is primarily based on power usage as well as square footage.

Competition and Market Conditions

We will face substantial competition in our efforts

to identify and pursue a business partner.

The primary source of competition is expected to be from other companies organized and funded

for similar purposes, including small venture capital firms, blank check companies, and wealthy investors, many of which may have substantially

greater financial and other resources than we do.

Considering our limited financial and human resources, we are at a competitive disadvantage

compared to many of our competitors in our efforts to obtain an operating business or assets necessary to commence our operations in a

Additionally, with the economic downturn caused by the coronavirus pandemic, many venture capital firms and similar firms and

individuals have been seeking to acquire businesses at discounted rates, and we therefore currently face additional competition and resultant

difficulty obtaining a business.

We expect these conditions to persist at least until such time as the economy recovers.

Further, even

if we are successful in obtaining a business or assets for new operations, we expect there to be enhanced barriers to entry in the marketplace

in which we decide to operate because of reduced demand and/or increased raw material costs caused by the pandemic and other economic

forces that are beyond our control.

In order for us to be attractive to a business

partner or opportunity, we may need to convince our outstanding debt holders, to convert their outstanding debt income common stock upon

the closing of any such transaction.

If any of them are unwilling to do so, our ability to close a transaction will be adversely affected.

Additionally, we are currently in the process of increasing our authorized shares of common stock.

Any such acquisition would be made

using the Company’s common stock as currency to fund such acquisition.

The HPC market is highly competitive.

market, we compete with numerous established data center providers, including Equinix, Inc., Digital Realty Trust, NTT, Switch, Inc.,

and Core Scientific, Inc., as well as private operators specializing in HPC or colocation services, and digital asset miners looking to

convert existing digital mining facilities into HPC colocation facilities.

Many of these competitors are better established, have better

brand recognition, are well capitalized, and organized to take advantage of certain tax benefits for their investors, lowering their external

cost of capital.

Many of our competitors seek to establish data centers in the same geographic regions as we do and compete for the same

sources of power, equipment, and customers as our Company.

Competitors compete on price, facility location, reputation, and perceived

skill with respect to performance.

We believe that our ability to take advantage of our recently acquired assets to rapidly deliver scalable,

purpose-built data centers, combined with cutting-edge, energy-efficient technologies, will enable us to compete favorably within the

Dependence on Suppliers and Customers

Our hosting activities will compete with many

other hosting operations.

Our success in our hosting operations depends on our ability to supply hosting space and power, our performance

with respect to installation, operation, and repair of customer equipment, our ability to obtain replacement parts, the value of our service

offering to our customers, and the availability of necessary equipment.

To compete effectively as a hosting provider, we will market our

services to large-scale third-party HPC customers that value our ability to host at scale and who are willing to pay a premium-hosting

fee for our high up-time and operational expertise.

Suppliers and Development Efforts

Power Providers

Through SAPL, and the agreement dated December

27, 2024, as amended on February 20, 2025, between SAPL and Marviken ONE AB, a company organized in Sweden (“Marviken One”),

we have secured a 95MW power purchase agreement (the “Power Purchase Agreement”).

We will continue to cultivate relationships

with power providers and work to leverage our operating capabilities to take advantage of any potential cost saving opportunities.

Facility Development

Through our acquisition of SAPL, and SAPL’s

agreement with Marviken One dated December 27, 2024, we acquired a 10-year lease on a 1,050 square meter (“sqm”) building

space and 28 sqm of office space located in Marviken, Sweden (the “Building Lease”).

Our initial intent is to use the 1,050

sqm space to build a Tier 3 specification datacenter with a total of 16MW IT load capacity (a 20MW gross) (the “20MW Center”).

The estimated cost to complete the 20MW Center is $70 million, which necessitates the need to raise further equity and debt capital to

finance the build.

Based on our acquisition, we have already secured our first client for an initial 1MW, which we plan to have operational

in April 2025, and we are negotiating with another client for use of the remaining 15MW IT capacity.

In addition to the acquisition of the Building

Lease, we also obtained a 20,000 sqm plot of land in Marviken, Sweden (the “Marviken Property”), via a property purchase agreement

entered into between SAPL and Marviken TWO AB, a company incorporated in Sweden (“Marviken Two”), on December 4, 2024 (the

“Property Purchase”).

The property is located at Marviken Kraftverk, 610 27 Vikbolandet, Sweden and we plan to build an additional

datacenter with 75MW gross capacity (the “75MW Center”).

The estimated cost to complete this development is between $400-470

The Company will have to raise further equity and debt capital to finance the development and construction, but we anticipate

that a significant amount of the cost will be borne by our clients.

Regarding both the 20MW Center and the 75MW Center, we will not commence

building until the clients are secured.

We have also secured a cooling agreement (the

“Cooling Agreement”) via the agreement dated December 27, 2024 between SAPL and Marviken One.

Marviken One has water rights

which provide access to the Baltic Sea.

Through our relationship with Marviken One, we intend to supply power and cooling to the 20MW

Center and 75MW Center.

We also assumed a 5% promissory note in the principal

amount of $1,750,000 issued by SAPL to Marviken Two on December 4, 2024 (the “Note”), which represents part of the purchase

price for the Property Purchase.

The Note, together with accrued interest, is due in full on or before December 3, 2027.

SAPL raises any capital during 2025, a portion of the proceeds shall be used to pay down the Note.

The Note is secured by the Marviken

Marviken One and Marviken Two are entities beneficially owned and controlled by Dr.

Further, from our acquisition of SAPL, we also

received cooling systems, tanks, heat exchangers, dielectric fluids, and other necessary data center components.

These components will

be used to build out our data center infrastructure throughout the spaces we have acquired.

For all facility development, we will rely heavily

on the expertise of third parties, focusing on sourcing, evaluating, designing, engineering, and developing the facilities where we will

host our customers’ HPC colocation needs.

Our HPC hosting operations will generate revenue

by providing colocation, cloud, and connectivity services to customers in exchange for a fee.

The HPC hosting operation provides colocation,

facilities operations, security, and other services to third-party HPC customers to support workloads for machine learning and artificial

intelligence.

Through the acquisition of SAPL we have secured approximately 95MW of contracted power capacity and operational capacity

of approximately 68 MW IT Load.

Intellectual Property

We have acquired the intellectual property (“IP”)

consisting of trade secrets associated with the SAPL brand, as well as SAPL’s immersion cooling technology and heat exchange technology

through an intellectual property and trade secrets agreement originally entered into between SAPL and ACL on August 31, 2024 (the “IP

This IP may be used in the future to build and provide services to data center clients, however there is no immediate

There is potential to provide heated water to local utility companies from the residual heat created by our data centers

using the heat exchange technology and IP that we are acquiring.

The regulatory landscape surrounding HPC services,

AI, and cloud computing is evolving rapidly, and we anticipate increased scrutiny and potential regulation in the near and long term.

These developments may significantly affect our business and operations in ways that are difficult to predict.

In the realm of cloud computing,

there are growing concerns about the ethical implications and potential misuse of these technologies, particularly in association with

AI and machine learning.

Governments and regulatory bodies are considering measures to ensure the responsible development and deployment

of AI systems, including transparency, accountability, and fairness guidelines.

As a company whose customers will be operating in this

space, we closely monitor these developments and attempt to adhere to any forthcoming regulations or industry best practices.

Environmental

The effects of human activity on global climate

change have attracted considerable public and scientific attention, as well as the attention of the United States and other foreign governments.

In general, efforts are being made by government regulators and others to reduce greenhouse gas emissions, particularly those from coal

combustion power plants.

Some of these plants may be those our operations rely upon for power.

In addition, there are increasing concerns

over the quantity of energy, particularly from non-renewable sources, used for bitcoin mining and its effects on the environment.

While the nature or effect on the Company of any

environmental regulatory changes by federal, state, local or foreign governments or self-regulatory agencies is impossible to predict,

the added cost of any environmental taxes, charges, assessments, or penalties levied on power plants we rely upon could be passed on to

us, increasing the cost to run our facilities.

If environmental laws or regulations or industry standards are either changed or adopted

and impose significant operational restrictions and compliance requirements on our operations, our business, capital expenditures, results

of operations, financial condition, and competitive position could be materially adversely impacted.

Human Capital/Employees

As of April 7, 2025, we had 2 full-time employees,

including 2 of our executive officers, and 1 part time employee including one of our executive officers.

We also intend to engage consultants

and contractors to supplement our permanent workforce on an as needed basis.

None of our employees are represented by a labor union or

covered by collective bargaining agreements, and we have not experienced any work stoppages.

Corporate Information

Our principal executive offices and telephone

number are listed on the cover page of this report and 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.

Risk Factors.

Not applicable to small reporting companies.

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

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