Item 5. Other Information
ITEM 5.
OTHER INFORMATION
During the quarter ended September 30, 2025, no director
or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in
Item 408(a) of Regulation S-K.
See “Note 11 Subsequent Events”
to the financial statements included in this report for a description of memorandum of understanding dated October 15, 2025 between
the Company and BAIF for the purposes of organizing the SPV and the SPV SPA and for a discussion of the Company’s plan of
operations for the SPA and the Spain Leases. There are no assurances the Company will receive sufficient capital or will receive
capital on reasonable terms. In addition, there are no assurances the application and permits will be received or that agreements
will be completed or the datacenters ultimately developed and sold or become operational. The MOU, the SPV SPA, the Articles of
Association of DC Estate Solutions Cayman Limited (the “Articles of Association”) and each of the five Spain Leases are
filed as Exhibits 2.3, 2.4, 3.4, 10.28, 10.29, 10.30, 10.31 and 10.32 hereto, respectively, and are incorporated by reference into
this Quarterly Report on Form 10-Q. The foregoing description of the terms of the MOU, the SPV SPA, the Articles of Association and
each of the five Spain Leases are qualified in their entirety by reference to such exhibits to this Quarterly Report on Form 10-Q
and are incorporated by reference herein.
ITEM 6.
EXHIBITS
The exhibits listed in the accompanying
“ Exhibit Index ” are filed or incorporated by reference as part of this Form 10-Q.
27
Signatures
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: November 14, 2025
EDGEMODE, INC.
By: /s/Charlie Faulkner
Charlie Faulkner
Chief Executive Officer
(Principal Executive Officer)
By: /s/Simon Wajcenberg
Simon Wajcenberg
Chief Financial Officer
(Principal Financial and Accounting Officer)\
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EXHIBIT INDEX
Incorporated by
Reference
Exhibit
No.
Exhibit Description
Form
Date
Number
Filed or
Furnished
Herewith
2.1
Agreement and Plan of Merger and Reorganization +
8-K
12/8/2021
2.1
2.2
Share Exchange Agreement effective April 7, 2025 by and between Edgemode, Inc., Synthesis Analytics Production Ltd. and Adler Capital Limited
8-K
4/8/2025
2.1
2.3
Memorandum of Understanding dated October 15, 2025 by and between Edgemode, Inc and Blackberry AIF, S.L.
Filed
2.4
Share Purchase Agreement effective November
6, 2025 by and between DC Estate Solutions Cayman Limited and Blackberry AIF, S.L.
Filed
3.1
Certificate of Incorporation, as Amended and Restated
10-K
4/12/2022
3.1
3.1(a)
Certificate of Amendment Increase in Authorized Common Stock effective April 7, 2025
8-K
4/8/2025
3.1
3.2
Bylaws
8-K
2/7/2022
3.1
3.2(a)
Amendment No. 1 to the Bylaws
8-K
4/15/2022
3.1
3.3
Certificate of Designation of Series C Preferred Stock
8-K
3/4/2025
3.1
3.4
Articles of Association of DC Estate Solutions Cayman Limited
Filed
10.1
Master Services Agreement with Cudo Ventures
8-K
2/24/2025
10.1
10.2
Simon Wajcenberg Conversion Letter dated February 20, 2025
8-K
2/24/2025
10.2
10.3
Charles Faulkner Conversion Letter dated February 20, 2025
8-K
2/24/2025
10.3
10.4
Amendment to Simon Wajcenberg Stock Option Grant dated February 20, 2025
8-K
2/24/2025
10.4
10.5
Amendment to Charles Faulkner Stock Option Grant dated February 20, 2025
8-K
2/24/2025
10.5
10.6
Amendment to Simon Wajcenberg Stock Option Grant dated April 2, 2025
8-K
4/2/2025
10.1
10.7
Amendment to Charles Faulkner Stock Option Grant dated April 2, 2025
8-K
4/2/2025
10.2
10.8
Executive Employment Agreement Effective April 7, 2025 between Edgemode, Inc. and Niclas Adler
8-K
4/8/2025
10.1
10.9
Consultancy Agreement by and between AI Capital Mineco Limited and Edgemode, Inc. effective April 7, 2025
8-K
4/8/2025
10.2
10.10
Form of Amendment No.1 to Executive Employment Agreement
8-K
4/8/2025
10.3
10.11
Form of Stock Option Grant
8-K
4/8/2025
10.4
10.12
Power Purchase Agreement between SAPL and Marviken One dated December 27, 2024, as amended on February 20, 2025
8-K
4/8/2025
10.5
10.13
Building Lease between SAPL and Marviken One dated December 27, 2024
8-K
4/8/2025
10.6
10.14
Property Purchase Agreement between SAPL and Marviken One dated December 4, 2024
8-K
4/8/2025
10.7
10.15
Cooling Agreement between SAPL and Marviken One dated December 27, 2024
8-K
4/8/2025
10.8
10.16
5% Promissory Note issued by Synthesis Analytics Ltd. in favor of Marviken Two dated December 4, 2024
8-K
4/8/2025
10.9
10.17
Intellectual Property Agreement between SAPL and ACL dated August 31, 2024
8-K
4/8/2025
10.10
10.18
Cordoba Land Lease Agreement dated July 18, 2024 by and between Antonio Perez and Jose Mora
Filed
10.19
Vianos Land Lease Agreement dated November 4, 2024 by and between Jose Garcia and Jose Mora
Filed
10.20
Torrecampo Land Lease Agreement dated March 3, 2025 by and between Julian Cabrera and Jose Mora
Filed
10.21
Malpica Land Lease Agreement dated February 24, 2025 by and between Francisco Partearroyo and Jose Mora
Filed
10.22
Caceres Land Lease Agreement dated May 26, 2025 by and between Antonio Andrada Partearroyo and Jose Mora
Filed
10.23
Vianos Land Lease Assignment Agreement dated December 18, 2024 by and between NGE Spain Solia Renewables SL and Blackberry AIF S.L.
Filed
29
10.24
Malpica Land Lease Assignment Agreement dated March 6, 2025 by and between NGE Spain Solia Renewables SL and Blackberry AIF S.L.
Filed
10.25
Torrecampo Land Lease Assignment Agreement dated March 25, 2025 by and between NGE Spain Solia Renewables SL and Blackberry AIG S.L
Filed
10.26
Cordoba Land Lease Assignment Agreement dated March 20, 2025 by and between NGE Spain Solia Renewables SL and Blackberry AIF S.L.
Filed
10.27
Caceres Land Lease Assignment Agreement dated May 29, 2025 by and between NGE Spain Solia Renewables SL and Blackberry AIF S.L.
Filed
10.28
Land Lease Assignment Agreement dated October 10, 2025 by and between Blackberry AIF S.L. and DC Estate Cordoba S.L.
Filed
10.29
Land Lease Assignment Agreement dated October 10, 2025 by and between Blackberry AIF S.L. and DC Estate Vianos S.L.
Filed
10.30
Land Lease Assignment Agreement dated October 10, 2025 by and between Blackberry AIF S.L. and DC Estate Torrecampo S.L.
Filed
10.31
Land Lease Assignment Agreement dated October 10, 2025 by and between Blackberry AIF S.L. and DC Estate Malpica S.L.
Filed
10.32
Land Lease Assignment Agreement dated October 10, 2025 by and between Blackberry AIF S.L. and DC Estate Caceres S.L.
Filed
31.1
CEO Certification (302)
Filed
31.2
CFO Certification (302)
Filed
32.1
CEO Certification (906)
Furnished
32.2
CFO Certification (906)
Furnished
101.INS
XBRL Instance Document
Filed
101.SCH
XBRL Taxonomy Extension Schema Document
Filed
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
Filed
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
Filed
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
Filed
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
Filed
104
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
+ Exhibits and/or Schedules have been omitted. The
Company hereby agrees to furnish to the Staff of the Securities and Exchange Commission upon request any omitted information. Copies of
this filing (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders
who make a written request to Edgemode, Inc., 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301; Attention: Corporate Secretary.
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