Edgemode, Inc. 10-K

Edgemode, Inc. 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15( d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31 , 2025 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________________ TO __________________________ COMMISSION FILE NUMBER: 000-55647 Edgemode, Inc. ( Exact name of registrant as specified in its charter ) Nevada 47-4046237 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 110 E. Broward Blvd. , Suite 1700 , Ft. Lauderdale , FL 33301 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: 954 - 380-3343 Securities registered under 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 Securities registered under Section 12(g) of the Act: Common stock, par value $0.001 per share (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   ☐ Yes   ☒ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   ☐ Yes   ☒ No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   ☒ Yes ☐  No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   ☒ Yes ☐  No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $ 13,072,762 on June 30, 2025. Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 3,546,009,459 shares of common stock are issued and outstanding as of April 10, 2026. DOCUMENTS INCORPORATED BY REFERENCE None TABLE OF CONTENTS Page No. Part I Item 1. Business. 1 Item 1A. Risk Factors. 6 Item 1B. Unresolved Staff Comments. 6 Item 1C. Cybersecurity. 6 Item 2. Properties. 6 Item 3. Legal Proceedings. 7 Item 4. Mine Safety Disclosures. 7 Part II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 8 Item 6. Reserved 10 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 10 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 33 Item 8. Financial Statements and Supplementary Data. 33 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 34 Item 9A. Controls and Procedures. 34 Item 9B. Other Information. 35 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 35 35 Part III Item 10. Directors, Executive Officers and Corporate Governance. 36 Item 11. Executive Compensation. 38 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 41 Item 13. Certain Relationships and Related Transactions, and Director Independence. 42 Item 14. Principal Accounting Fees and Services. 43 Part IV Item 15. Exhibits, Financial Statement Schedules. 44 Item 16. Form 10-K Summary. 48 i CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This report contains forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements are discussed in the Risk Factors section of this report and include, without limitation, failure to obtain the necessary financing to execute our business plan on favorable terms or at all, challenges we may face in attracting customers, and our reliance on third-parties to provide the necessary services for the operation of our planned data centers. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise. For more information regarding some of the ongoing risks and uncertainties of our business, see the “ Risk Factors ” section of this report. You should read thoroughly this report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements including those made in our Risk Factors appearing elsewhere in this report. Other sections of this report include additional factors which could adversely impact our business and financial performance. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business. ii PART I Item 1. Business. Overview Edgemode, Inc. 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. Between 2021 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 and 2025, 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 artificial intelligence (“AI”) data center and energy infrastructure development. Effective April 7, 2025 (the “Effective Time” or “Closing Date”), the Company and Synthesis Analytics Production, Ltd. (“SAPL”) and Adler Capital Limited (“ACL”) closed on a Share Exchange Agreement dated April 7, 2025 (the “Share Exchange”) and an employment agreement between the Company and Mr. Niclas Adler (the “Employment Agreement”). 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, began designing, building, and operating digital infrastructure for HPC with the goal of becoming a leading provider of digital colocation services. The acquisition of SAPL enabled the Company to begin 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. In or around May 2025, the Company discovered that Synthesis Analytics Production Ltd. and ACL breached material representations and warranties under the Share Exchange. The Employment Agreement was terminated on or about September 1, 2025, upon Dr. Adler’s resignation. Pursuant to a letter dated December 8, 2025 and a complaint filed by the Company in the United States District Court for the Southern District of Florida, the Company intends to seek rescission of the Share Exchange and rescind the shares of Company common stock issued to ACL pursuant to the Share Exchange and the Company has sent notice to Dr. Adler for the termination of the option to purchase common stock issued to Dr. Adler under the Employment Agreement and the termination of such agreement for “cause” as defined under the agreement. Among other material breaches, without limitation, the Company has discovered that the real property and material assets of SAPL were encumbered at the time of the closing of the Share Exchange and remain encumbered and subject to liens. On October 15, 2025, the Company and Blackberry AIF (“BAIF”) entered into a memorandum of understanding (the “MOU”) for the purposes of organizing DC Estate Solutions Cayman Limited, a Cayman Island entity (“DC Estate Solutions”) which was organized by the Company on October 23, 2025. On November 6, 2025, DC Estate Solutions and BAIF entered into a share purchase agreement (the “SPV SPA”). DC Estate Solutions was initially owned and controlled 75% by the Company and 25% by BAIF. The principal of BAIF is Jose Mora. DC Estate Solutions has acquired five property leases, which were previously assigned to and held by BAIF, consisting of 100 hectares of land each located in the Spain cities of Malpica, Caceres, Vianos, Cordoba and Torrecampo (the “Spain Leases”). The Spain Leases are held by wholly owned subsidiaries of DC Estate Solutions. The Spain Leases are for an average term of 35 years at an initial total average cost of $96,000 per month for all sites. As a condition of each lease, the payments are subject to meeting certain milestones, such as obtaining a favorable urban compatibility reports and connection points. Under the terms of the Spain Leases, the Company will pay approximately $15,000 to the owners of the Cordoba site in 2026. No further payments are expected in 2026. The Company and BAIF intend to use the Spain Leases to develop and operate HPC data center sites. The Company paid BAIF $250,000 upon execution of the MOU and an additional $250,000 on the closing of the SPV SPA. The Company intends to develop the sites as gas powered fully autonomous energy islands for Tier 3 level uptime AI data centers. The total capacity to be developed across the five 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 to financing, reducing time to power for our data center clients to 18 months. The total capacity of the sites is planned to be 360 MW per site. An application to connect to the local gas pipeline for gas supply has already been made and approval has been received. The Company is negotiating a power purchase agreement with an energy company to develop a 360MW gas Solid Oxide Fuel Cell facility to convert gas fuel into electricity. The Company will need to secure fibre connections, environmental permits and all necessary contractor permits. The sites will then be classed at Ready to Build (“RTB”) as the Company intends to sell the sites on a RTB basis. We estimate the Company will require $5 million of working capital to achieve full RTB status on all five sites. Additional capital is required to develop the sites and the further development of the data centers to RTB will require substantial capital. There are no assurances that 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 data centers ultimately developed and sold or become operational. 1 The Company’s goal is to utilize the assets we have acquired via the purchase of BAIF sites to develop AI data center and energy infrastructure, 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 AI data center customer base. Subsequent to December 31, 2025, and effective January 22, 2026, the Company entered into a Joint Venture Agreement (the “JVA”) by and among the Company, BAIF and DC Estate Solutions, which (i) amends and restates the MOU and (ii) supplements the SPV SPA. Pursuant to the SPA, DC Estate Solutions acquired the equity interests of five special purpose vehicles (the “SPVs”): (i) DC Estate Córdoba SL 300MW, (ii) DC Estate Cáceres SL 300 MW, (iii) DC Estate Vianos SL 300 MW, (iv) DC Estate Malpica SL 300 MW and (v) DC Estate Torrecampo SL 300 MW. As a result of the acquisition of the SPVs, DC Estate Solutions also acquired the Spain Leases. Pursuant to the JVA, DC Estate Solutions shall be owned and controlled 50.1% by the Company and 49.9% by BAIF. The purpose of the JVA is to manage and coordinate the development of high-performance computing data center (the “Data Centers”) sites on the properties governed by the Spain Leases. Substantially, all material decisions of the JVA and Joint Venture Company shall require the unanimous consent of the Company and BAIF. Under the JVA, the Company agreed to fund DC Estate Solutions with $3,500,000 USD as follows: (i) $250,000 USD, which was previously paid upon the execution of the MOU, (ii) $250,000 USD, which was previously paid upon execution of the SPA, (iii) $375,000 USD paid on the effectiveness of a notarial public deed in Spain in connection with the transfer of the SPVs to the JVA on the Effective Date, and (iv) $2,625,000 USD payable in monthly installments of $125,000 USD commencing on March 1, 2026. The funds shall be distributed by DC Estate Solutions to BAIF. The Company also agreed to grant to BAIF, or its assignee, a non-qualified option to purchase up to 250,000,000 shares of the Company’s common stock (the “First Mora Option”) at an exercise price of $0.02 per share. The First Mora Option is fully vested and exercisable upon the grant date and terminates on the earlier of (i) five years following the date of the First Mora Option or (ii) the termination of the JVA. Additionally, pursuant to the JVA, DC Estate Solutions’ equity interests in the SPVs are subject to the Company making minimum aggregate cash payments and contributions to DC Estate Solutions (including amount payable under the SPV SPA) in the amount of $8,750,000 USD, which shall be distributed to BAIF (the “BAIF Funding”). If the Company fails to make such payments, BAIF may foreclose on the pro rata amount of equity interests in the SPVs. In the event of any sale or lease of a Data Center, profits of DC Estate Solutions shall be shared equally by and between the Company and BAIF. In the event DC Estate Solutions develops the Data Centers and sells such Data Centers, BAIF will be entitled to a bonus as defined under the JVA. Further, effective January 27, 2026, the Company, BAIF and DC Estate Solutions entered into an addendum to the JVA (the “Addendum”) to account for the development of additional Data Centers in (i) Villasequilla, Spain 600 MW, (ii) Tomelloso, Spain 450 MW (collectively, with the above-mentioned Spain Leases, the “Spain Leases”) and (iii) Tocumen, Panama 1000 MW (the “Panama Lease”). The Villasequilla and Tomelloso data centers shall each be owned by Spanish special purpose vehicles, DC Villasequilla SL and DC Tomelloso SL, respectively, and shall subsequently be assigned to DC Estate Solutions. The Tocumen data center shall be owned by a Panamanian special purpose vehicle, DC Tocumen SA, which shall subsequently be assigned to DC Estate Solutions. The Company, in addition to the already agreed upon $125,000 USD monthly payments, agreed to fund the development of the additional Data Centers by paying a minimum of $2,400,000 USD payable in monthly installments of $100,000 USD monthly payments to DC Estate Solutions commencing on May 1, 2026 for a minimum of 24 months, thereby increasing the minimum BAIF Funding amount to a total of $11,150,000 USD. The funds shall be distributed by DC Estate Solutions to BAIF. The Company also agreed to grant to BAIF, or its assignee, an additional stock option to acquire 150,000,000 shares of the Company’s common stock (the “Second Mora Option”) at an exercise price of $0.02 per share. The Second Mora Option is fully vested and exercisable as of the grant date and terminates on the earlier of (i) five years following the date of the Second Mora Option or (ii) the termination of the JVA. On March 23, 2026, the Company, BAIF and DC Estate Solutions entered into a second addendum (the “Second Addendum”) to the JVA. Pursuant to the Second Addendum, the parties agreed to: (1) increase the capacity of the Spain-based data centers to 4,350 MW and (2) exchange the stock options to purchase an aggregate of 400,000,000 shares of common stock of the Company issued to BAIF or its assignees issued under the JVA for 400,000,000 shares of the Company’s restricted common stock to BAIF or its assignees with the such shares being fully paid and non-assessable on the date of execution of the Second Addendum. 2 Business Strategy Our business focus 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 a recent acquisition. 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. We have not yet generated any revenues to date and require significant financing to develop our business. 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. There are no assurances that we will raise sufficient capital to execute our business plan or satisfy our liabilities. See “ Risk Factors .” Products and Services AI Data Center Infrastructure Development 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 AI Data Center Infrastructure revenue will be generated by licensing colocation data center space and related services to a licensee at the Data Centers in Spain and Panama. Clients may choose to acquire our sites at RTB or contract with us to build the data center on our site to their specification and enter into a license agreement. 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. On January 21, 2025, the Company entered into the Master Services Agreement with Cudo Ventures Ltd, a cloud computing company (“Cudo”). Under this agreement, the Company agreed to provide Tier 3 data center hosting infrastructure and colocation services to Cudo. The Master Services Agreement supported a 1 MW capacity during a five year term at our previously planned Marviken data center. On February 18, 2025, Cudo made an initial payment of $303,549 to the Company consisting of a $227,662 deposit, which was intended to be refundable at the end of the term of the Master Services Agreement, and the first month’s rental payment of $75,887. The initial payment was primarily used to buildout the data center, including installing electrical and other infrastructure in order to support Cudo’s hardware through the advance of $183,000 to SAPL. The Master Services Agreement term commenced on April 8, 2025 when Cudo’s hardware was delivered to our data center. However, as a result of the Company’s intention to rescind the SAPL Share Exchange, the Master Services Agreement was terminated and the Company is obligated to refund the deposit paid thereunder. 3 Competition and Market Conditions The AI data center market is highly competitive. In the AI data center 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, subject to adequate financing, 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 AI Data center market. Facility Development The Company and BAIF entered into the MOU for the purposes of organizing DC Estate Solutions which was organized by the Company on October 23, 2025. On November 6, 2025, DC Estate Solutions and BAIF entered into the SPV SPA. Then, effective January 22, 2026, the Company entered into the JVA with BAIF and DC Estate Solutions and, effective January 27, 2026, the Company, BAIF and DC Estate Solutions entered into the Addendum to account for the development of the additional Spain and Panama-based Data Centers. DC Estate Solutions is owned and controlled 50.1% by the Company and 49.9% by BAIF. The principal of BAIF is Jose Mora. DC Estate Solutions has acquired the seven Spain Leases, consisting of 100 hectares of land each located in the Spain cities of Malpica, Caceres, Vianos, Cordoba, Torrecampo, Villasequilla and Tomelloso and the Panama Lease for the site located in Tocumen, Panama. The Leases are held by wholly owned subsidiaries of DC Estate Solutions. The Leases are for an average term of 35 years at an initial total average cost of $96,000 per month for all sites. As a condition of each lease, the payments are subject to meeting certain milestones, such as obtaining a favorable urban compatibility reports and connection points. Under the terms of the Spain Leases, the Company will pay approximately $15,000 to the owners of the Cordoba site in 2026. No further payments are expected in 2026. The Company and BAIF intend to use the Leases to develop and operate AI data center sites. Under the JVA, the Company agreed to fund DC Estate Solutions with $3,500,000 USD as follows: (i) $250,000 USD, which was previously paid upon the execution of the MOU, (ii) $250,000 USD, which was previously paid upon execution of the SPA, (iii) $375,000 USD paid on the effectiveness of a notarial public deed in Spain in connection with the transfer of the SPVs to the JVA on the Effective Date, and (iv) $2,625,000 USD payable in monthly installments of $125,000 USD commencing on March 1, 2026. Pursuant to the Addendum, the Company, in addition to the already agreed upon $125,000 USD monthly payments, agreed to fund the development of the additional Data Centers by paying a minimum of $2,400,000 USD payable in monthly installments of $100,000 USD monthly payments to DC Estate Solutions commencing on May 1, 2026 for a minimum of 24 months, thereby increasing the minimum BAIF Funding amount to a total of $11,150,000 USD. The funds shall be distributed by DC Estate Solutions to BAIF. The Company intends to develop the sites as gas powered fully autonomous energy islands for Tier 3 level uptime AI data centers. The total capacity to be developed across the eight sites is anticipated to be up to 3.5 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 to financing, reducing time to power for our data center clients to 18 months. The total capacity of the sites located in Malpica, Caceres, Vianos, Cordoba, Torrecampo is planned to be 360 MW per site while the total capacity of the sites in Villasequilla, Tomelloso and Tocumen is planned to be 600 MW, 450 MW and 1000 MW, respectively. An application to connect to the local gas pipeline for gas supply has already been made and approval has been received. The Company is negotiating a power purchase agreement with an energy company to develop a 360MW gas Solid Oxide Fuel Cell facility to convert gas fuel into electricity. The Company will need to secure fibre connections, environmental permits and all necessary contractor permits. The sites will then be classed at RTB as the Company intends to sell the sites on a RTB basis. We estimate the Company will require additional significant working capital to develop the sites to achieve full RTB status on all eight sites. There are no assurances that 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 data centers ultimately developed and sold or become operational. 4 Revenue Opportunities We intend to generate revenues through the sale of our AI data center developments. We intend to sell the projects at RTB. We may enter into joint venture agreements with clients who will finance the final build of the data center on our sites and we will then share in the revenue generated from the completed AI data center development. We require significant working capital to achieve RTB status. Intellectual Property We do not own any patents, trademarks or any other intellectual property nor are we a party to any agreements relating to the ownership or licensing of intellectual property. Regulation 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 13, 2026, we had 2 full-time employees, including 2 of our executive officers, and excluding DC Estate Solutions. We hire consultants from time to time and currently engage 5 consultants. We also intend to engage additional 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. 5 Item 1A. Risk Factors. Not applicable to small reporting companies. However, our principal risk factors are described under “ Management’s Discussions and Analysis of Financial Condition and Results of Operations .” Item 1B. Unresolved Staff Comments. None. Item 1C. Cybersecurity. Risk Management and Strategy During 2024 and parts of 2025 we were a “blank check” company with no business operations and only recently entered into the JVA, as amended. Therefore, we did not consider that we face significant cybersecurity risk and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our board of directors is generally responsible for the oversight of risks from cybersecurity threats, if any. Our management will use its best efforts to adopt a cybersecurity risk management program and formal processes for assessing cybersecurity risk as we develop our HPC operations and AI Data Center Infrastructure. Item 2. Properties. 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. We also obtained a 20,000 sqm Freehold plot of land located at Marviken Kraftverk, 610 27 Vikbolandet, Sweden. However, as stated above, we are in the process of rescinding our transaction with SAPL. Additionally, DC Estate Solutions, of which the Company owns 50.1%, has acquired 8 property leases, which were previously assigned to and held by BAIF, consisting of approximately 100 hectares of land located in the Spain cities of Malpica, Caceres, Vianos, Cordoba, Torrecampo, Villasequilla and Tomelloso and the Panamanian city of Tocumen. As disclosed, all leases are held by wholly owned subsidiaries of DC Estate Solutions. The Spain Leases and the lease in Tocumen, Panama are for an average term of 35 years at an initial total average cost of $96,000 per month for all sites. As a condition of each lease, the payments are subject to meeting certain milestones, such as obtaining a favorable urban compatibility reports and connection points. Under the terms of the Spain Leases, the Company will pay approximately $15,000 to the owners of the Cordoba site in 2026. No further payments are expected in 2026. 6 Item 3. Legal Proceedings. As discussed above, the Employment Agreement between the Company and Dr. Adler was terminated and the Company has recently discovered that SAPL and ACL breached material representations and warranties under the Share Exchange. Pursuant to a letter dated December 8, 2025, the Company intends to seek rescission of the Share Exchange and rescind the shares of Company common stock issued to ACL pursuant to the Share Exchange. The Company has also sent notice to Dr. Adler for the termination of the option to purchase common stock issued to Dr. Adler under the Employment Agreement and the termination of such agreement for “cause” as defined under the agreement. Among other material breaches, without limitation, the Company has discovered that the real property and material assets of SAPL were encumbered at the time of the closing of the Share Exchange and remain encumbered and subject to liens. On December 19, 2025, a lawsuit was filed in the Clark County District Court of Nevada against the Company, Charles Faulkner and Simon Wajcenberg, the Company’s Chief Executive Officer and Chief Financial Officer, respectively. The plaintiffs were Dr. Niclas Adler, who previously acted as Chief Technology Officer of the Company and as a member of the Company’s board of directors, and Adler Capital Limited. The complaint alleged breaches of fiduciary duty, wrongful termination and breach of contract in connection with Dr. Adler’s employment agreement with the Company and the related equity awards. The relief sought against the Company included enforcement of the Share Exchange, employment agreement and option agreement, compensatory damages, punitive damages, accounting, prejudgment and post judgement interest, reasonable attorney fees, cost of suit, a judicial declaration of the parties’ respective rights and obligations. On January 21, 2026, Dr. Adler and Adler Capital Limited voluntarily dismissed the lawsuit without prejudice. On January 15, 2026, the Company filed a lawsuit against SAPL and ACL in the United States District Court for the Southern District of Florida. The Company is seeking rescission of the Share Exchange and temporary injunctive relief to prevent SAPL and ACL from transferring the shares of common stock received pursuant to the Share Exchange and damages related thereto. The Company expects SAPL and ACL to file a counterclaim. At this time, the Company is unable to predict the outcome of the litigation or estimate the ultimate financial exposure, if any, that may result from the proceedings. An adverse judgement or settlement could have a material adverse effect on the financial condition and results of operations of the Company. See “Note 12. Commitments and Contingencies ” to the Financial Statements included in this report. Item 4. Mine Safety Disclosures. Not applicable. 7 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information and Holders Our common stock is quoted on the OTCID Basic Market under the symbol “EDGM.” As of April 10, 2026, the last reported sale price of our common stock as reported by the OTC Markets was $.0055 per share. Any over the counter market quotation reflects inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. As of December 31, 2025, there were approximately 198 shareholders of record. This number does not include beneficial owners whose shares are held in the names of various securities brokers, dealers and registered clearing agencies. The following table sets forth for the periods indicated, high and low sales prices of the Company’s common stock as reported by the OTCID Basic Market. Fiscal Year Ended December 31, 2025 High Price Low Price Fourth Quarter $0.0690 $0.0131 Third Quarter $0.11 $0.0030 Second Quarter $0.1 $0.0021 First Quarter $0.007 $0.0022 Fiscal Year Ended December 31, 2024 High Price Low Price Fourth Quarter $0.01 $0.0006 Third Quarter $0.01 $0.0016 Second Quarter $0.0067 $0.0002 First Quarter $0.0075 $0.0021 Dividends The Company has not paid dividends on its common stock to date and does not intend to pay cash dividends in the foreseeable future. The payment of cash dividends in the future will be dependent upon the terms of agreements restricting our ability to pay dividends, revenues and earnings, if any, capital requirements and general financial condition and the discretion of the Company’s Board of Directors. It is the present intention of the Company’s Board of Directors to retain all earnings, if any, for use in the Company’s business operations and, accordingly, the Board of Directors does not anticipate declaring any dividends in the foreseeable future. 8 Recent Sales of Unregistered Securities In addition to the equity securities sold by the Company that were previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by the Company, the following sales of equity securities during the period covered by this Report that were not registered under the Securities Act are disclosed below: On October 7, 2025, the Company issued 6,666,667 shares of restricted common stock to an accredited investor pursuant to a subscription agreement between the Company and the investor dated October 7, 2025. The 6,666,667 shares of restricted common stock were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act. In October 2025, the Company issued an aggregate of 16,826,087 shares of common stock upon the cashless exercise of a warrant, which had an exercise price of $0.01 per share and was originally issued on September 17, 2021. The shares were issued in reliance upon an exemption from registration provided by Section 3(a)(9) of the Securities Act. On November 4, 2025, the Company issued 1,833,333 shares of restricted common stock to a service provider pursuant to a services agreement between the Company and the services provider dated October 31, 2025. The 1,833,333 shares of restricted common stock were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act. On November 26, 2025, the Company entered into a securities purchase agreement with an accredited investor dated November 18, 2025. Pursuant to the securities purchase agreement, the Company sold to the accredited investor a convertible promissory note in the principal amount of $143,750 for which the Company received net proceeds of $125,000. The Company also issued to the accredited investor 1,250,000 shares of the Company’s common stock as commitment shares. The unsecured original issue discount promissory note and shares were issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act. In November 2025, the Company issued an aggregate of 96,332,497 shares of common stock upon the cashless exercise of a warrant, which had an exercise price of $0.01 per share and was originally issued on September 17, 2021. The shares were issued in reliance upon an exemption from registration provided by Section 3(a)(9) of the Securities Act. In December 2025, the Company issued an aggregate of 7,892,519 shares of common stock upon the cashless exercise of a warrant, which had an exercise price of $0.01 per share and was originally issued on September 17, 2021. The shares were issued in reliance upon an exemption from registration provided by Section 3(a)(9) of the Securities Act. Under the terms of the respective employment agreements of Charles Faulkner and Simon Wajcenberg, Mr. Faulkner and Mr. Wajcenberg each had accrued salaries of $386,000 as of October 31, 2025 (each an “Accrued Salary”). On December 10, 2025, in full satisfaction of the entirety of the Accrued Salary for each of Mr. Faulkner and Mr. Wajcenberg, the Company issued 1 share of Series D Preferred Stock to each of Charles Faulkner and Simon Wajcenberg. 9 Item 6. [Reserved] Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this report on Form 10-K. Overview Edgemode 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. Between 2021 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 and 2025, our business activities primarily consisted of identifying and evaluating suitable acquisition transaction candidates, which led to transition from cryptocurrency mining to AI data center infrastructure and energy infrastructure development. On October 15, 2025, the Company and BAIF entered into the MOU for the purposes of organizing DC Estate Solutions, which was organized by the Company on October 23, 2025. On November 6, 2025, DC Estate Solutions and BAIF entered into the SPV SPA. DC Estate Solutions was initially owned and controlled 75% by the Company and 25% by BAIF. The principal of BAIF is Jose Mora. DC Estate Solutions acquired the Spain Leases, which were previously assigned to and held by BAIF, consisting of 100 hectares of land each located in the Spain cities of Malpica, Caceres, Vianos, Cordoba and Torrecampo. The Spain Leases are held by wholly owned subsidiaries of DC Estate Solutions. The Spain Leases are for an average term of 35 years at an initial total average cost of $96,000 per month for all sites. As a condition of each lease, the payments are subject to meeting certain milestones, such as obtaining a favorable urban compatibility reports and connection points. Under the terms of the Spain Leases, the Company will pay approximately $15,000 to the owners of the Cordoba site in 2026. No further payments are expected in 2026. The Company and BAIF intend to use the Spain Leases to develop and operate AI data center sites. The Company paid BAIF $250,000 upon execution of the MOU and an additional $250,000 on the closing of the SPV SPA. Pursuant to the JVA, the Company granted to BAIF, or its assignee, the First Mora Option to purchase up to 250,000,000 shares of the Company’s common stock at an exercise price of $0.02 per share. The Company intends to develop the sites as gas powered fully autonomous energy islands for Tier 3 level uptime AI data centers. The total capacity to be developed across the 5 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 to financing, reducing time to power for our data center clients to 18 months. The total capacity of the sites is planned to be 360 MW per site. An application to connect to the local gas pipeline for gas supply has already been made and approval has been received. The Company is negotiating a power purchase agreement with an energy company to develop a 360MW gas turbine facility to convert gas fuel into electricity. In addition, the Company is in negotiation for a 90 MW gas Fuel cell power facility to be supplied under a power purchase agreement for each site. The Company will need to secure fibre connections, environmental permits and all necessary contractor permits. The sites will then be classed at RTB as the Company intends to sell the sites on a RTB basis. We estimate the Company will require $5 million of working capital to achieve full RTB status on all 5 sites. Additional capital is required to develop the sites and the further development of the data centers to RTB will require substantial capital. There are no assurances that 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 data centers ultimately developed and sold or become operational. The Company’s goal is to utilize the assets we have acquired via the purchase of BAIF sites to develop AI data center and energy infrastructure, 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 AI Data center customer base. 10 Recent Developments Subsequent to December 31, 2025, and effective January 22, 2026, the Company entered into the JVA by and among the Company, BAIF and DC Estate Solutions, which (i) amends and restates the MOU and (ii) supplements the SPV SPA. Pursuant to the SPA, DC Estate Solutions acquired the equity interests of the five SPVs: (i) DC Estate Córdoba SL 300MW, (ii) DC Estate Cáceres SL 300 MW, (iii) DC Estate Vianos SL 300 MW, (iv) DC Estate Malpica SL 300 MW and (v) DC Estate Torrecampo SL 300 MW. As a result of the acquisition of the SPVs, DC Estate Solutions also acquired the Spain Leases. Pursuant to the JVA, DC Estate Solutions shall be owned and controlled 50.1% by the Company and 49.9% by BAIF. The purpose of the JVA is to manage and coordinate the development of the Data Center sites on the properties governed by the Spain Leases. Substantially, all material decisions of the JVA and Joint Venture Company shall require the unanimous consent of the Company and BAIF. Under the JVA, the Company agreed to fund DC Estate Solutions with $3,500,000 USD as follows: (i) $250,000 USD, which was previously paid upon the execution of the MOU, (ii) $250,000 USD, which was previously paid upon execution of the SPA, (iii) $375,000 USD paid on the effectiveness of a notarial public deed in Spain in connection with the transfer of the SPVs to the JVA on the Effective Date, and (iv) $2,625,000 USD payable in monthly installments of $125,000 USD commencing on March 1, 2026. The funds shall be distributed by DC Estate Solutions to BAIF. The Company also agreed to grant to BAIF, or its assignee, the First Mora Option to purchase up to 250,000,000 shares of the Company’s common stock at an exercise price of $0.02 per share. The First Mora Option is fully vested and exercisable upon the grant date and terminates on the earlier of (i) five years following the date of the First Mora Option or (ii) the termination of the JVA. Additionally, pursuant to the JVA, DC Estate Solutions’ equity interests in the SPVs are subject to the Company making minimum aggregate cash payments and contributions to DC Estate Solutions (including amount payable under the SPV SPA) in the amount of $8,750,000 USD, which shall be distributed to BAIF. If the Company fails to make such payments, BAIF may foreclose on the pro rata amount of equity interests in the SPVs. In the event of any sale or lease of a Data Center, profits of DC Estate Solutions shall be shared equally by and between the Company and BAIF. In the event DC Estate Solutions develops the Data Centers and sells such Data Centers, BAIF will be entitled to a bonus as defined under the JVA. Further, effective January 27, 2026, the Company, BAIF and DC Estate Solutions entered into the Addendum to the JVA to account for the development of additional data centers in (i) Villasequilla, Spain 600 MW, (ii) Tomelloso, Spain 450 MW and (iii) Tocumen, Panama 1000 MW. The Villasequilla and Tomelloso data centers shall each be owned by Spanish special purpose vehicles, DC Villasequilla SL and DC Tomelloso SL, respectively, and shall subsequently be assigned to DC Estate Solutions. The Tocumen data center shall be owned by a Panamanian special purpose vehicle, DC Tocumen SA, which shall subsequently be assigned to DC Estate Solutions. The Company, in addition to the already agreed upon $125,000 USD monthly payments, agreed to fund the development of the additional Data Centers by paying a minimum of $2,400,000 USD payable in monthly installments of $100,000 USD monthly payments to DC Estate Solutions commencing on May 1, 2026 for a minimum of 24 months, thereby increasing the minimum BAIF Funding amount to a total of $11,150,000 USD. The funds shall be distributed by DC Estate Solutions to BAIF. The Company also agreed to grant to BAIF, or its assignee, the Second Mora Option to acquire 150,000,000 shares of the Company’s common stock at an exercise price of $0.02 per share. The Second Mora Option is fully vested and exercisable as of the grant date and terminates on the earlier of (i) five years following the date of the Second Mora Option or (ii) the termination of the JVA. On March 23, 2026, the Company, BAIF and DC Estate Solutions entered into the Second Addendum to the JVA. Pursuant to the Second Addendum, the parties agreed to: (1) increase the capacity of the Spain-based data centers to 4,350 MW and (2) exchange the stock options to purchase an aggregate of 400,000,000 shares of common stock of the Company issued to BAIF or its assignees issued under the JVA for 400,000,000 shares of the Company’s restricted common stock to BAIF or its assignees with the such shares being fully paid and non-assessable on the date of execution of the Second Addendum. 11 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 BAIF acquisition. We intend to strategically develop and to work to make operational the infrastructure necessary to support our contractual commitments to our AI data center infrastructure 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 AI Data center and Energy infrastructure market to expand our business using our knowledge, expertise, and existing and future infrastructure where favorable market opportunities exist. Our business strategy requires immediate funding of approximately $5,000,000 to enable us to commence our new operations and repay debt, as well as additional significant financing to develop and expand our new operations. There are no assurances that we will raise sufficient capital to execute our business plan or satisfy our liabilities. See the “ Risk Factors .” 12 Months Ended December 31, 2025 (“2025 Period”) Compared to the 12 Months Ended December 31, 2024 (“2024 Period”). Results of operations Our operating expenses for the 2025 Period were $37,271,945 compared to $1,408,528 for the 2024 Period. In the 2025 Period, the Company incurred stock-based compensation expense of $29,302,270 compared to $0 for the 2024 Period and an impairment charge of $4,828,220 during the 2025 period. Our other income for the 2025 Period was $12,642,654 compared to other expense of $181,531 for the 2024 Period. Other income in the 2025 Period was comprised of $6,101,722 in interest expense and $148,053 for the loss on settlement of debt, offset by the $18,892,429 gain in the change in fair value of derivative liabilities. Other expense in the 2024 period was comprised of $56,488 in interest expense and $1,795,664 for the loss on the change in fair value of derivative liabilities offset by income of $425,000 on the refund of an equipment deposit and settlement of outstanding liabilities of $1,245,621. Liquidity and Capital Resources As of December 31, 2025, the Company had approximately $250,000 of cash on hand. Historically, our liquidity was primarily derived from debt and equity investments from accredited investors. During the year ended December 31, 2025, we received an initial payment of approximately $303,000 for colocation services to be provided by the Company. In addition, during the year ended December 31, 2025, we sold 45,177,578 shares of restricted common stock to accredited investors in consideration of $500,000. On April 7, 2025, we executed the Share Exchange with SAPL. On October 15, 2025, we entered into a binding memorandum of understanding with BAIF to acquire 5 properties in Spain and we are now seeking to raise at least $5,000,000 to commence our HPC hosting operations and develop our gas powered AI data centers and generate revenue. We require significant funding to develop our HPC operations. Furthermore, potential legal proceedings relating to SAPL and its affiliates may cause us to incur significant expenses or liability. Adverse outcomes in such proceedings or claims could result in significant liabilities which may materially affect our financial condition, results of operations, or cash flows. We have received cash proceeds of $1,327,000 from the issuance of convertible notes payable during 2025 and an additional $373,500 in 2026 through April 13, 2026. Subject to receiving funding, we expect that our operating expenses will increase as we attempt to develop our new HPC operations and we will devote additional resources toward new business opportunities. However, as set forth elsewhere in this report, our ability to develop our business and achieve our operational goals is dependent upon our ability to raise significant additional working capital. As the availability of this capital is unlikely, at this time, we are unable to quantify the expected increases in operating expenses in future periods. 12 Convertible Notes Payable On August 15, 2025, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company sold the accredited investor an unsecured original issue discount promissory note in the principal amount of $81,600. The Company received net proceeds of $60,000 after original issue discount of $13,600 and legal fees of $8,000. The Promissory Note shall incur a one-time interest charge of 15%, which is added to the principal balance, has a maturity date of May 16, 2026. The note is convertible into common shares of the Company upon an event of default, at a rate of 71% of the lowest price for the preceding 20 trading days. On September 2, 2025, the Company entered into a securities purchase agreement with ClearThink Capital Partners, LLC (“ClearThink”), pursuant to which the Company sold ClearThink a promissory note in the principal amount of $172,500 for which the Company received net proceeds of $150,000 after original issue discount of $22,500. The promissory note shall incur a one-time interest charge of 12%, which is added to the principal balance, has a maturity date of August 31, 2026. The note is convertible into common shares of the Company after 180 days, at a rate of $0.01, but in the event the trading price is below $0.01 for 5 consecutive trading days the conversion price resets to $0.0075; if the trading price falls below $0.0075 for 5 consecutive days, the fixed price is eliminated and re-adjusted every 21 days. On September 9, 2025, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company sold the accredited investor an unsecured original issue discount promissory note in the principal amount of $81,600 for which the Company received net proceeds of $60,000 after original issue discount of $13,600 and legal fees of $8,000. The note is convertible into common shares of the Company upon an event of default, at a rate of 71% of the lowest price for the preceding 20 trading days. On September 15, 2025, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company sold an accredited investor an unsecured original issue discount promissory note in the principal amount of $287,500 for which the Company received net proceeds of $244,000 after original issue discount of $37,500 and legal fees of $6,000. The Promissory Note shall incur a one-time interest charge of 10%, which is added to the principal balance, and has a maturity date of September 15, 2026. In connection with the agreement, the Company issued to the accredited investor 8,500,000 shares of common stock as inducement shares with relative fair value of $174,517 which was recorded as a discount on the note. The note is convertible into common shares of the Company, at the lower of $0.01 or 65% of the lowest price for the preceding 10 trading days. On September 18, 2025, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company sold an unsecured original issue discount promissory note in the principal amount of $115,000 for which the Company received net proceeds of $94,000 after original issue discount of $15,000 and legal fees of $6,000. The promissory note shall incur a one-time interest charge of 10%, which is added to the principal balance, and has a maturity date of September 18, 2026. In connection with the agreement, the Company issued to the accredited investor 3,400,000 shares of common stock as commitment shares with a relative fair value of $59,826 which was recorded as a discount on the note. The proceeds from the sale of the unsecured original issue discount promissory note shall be used for working capital. The Company paid $6,000 to the accredited investor and its counsel for legal fees. The note is convertible into common shares of the Company, at a rate of $0.01 and if after 180 days, the trading price is below $0.01 for 5 consecutive trading days the conversion price resets to $0.0075; if the trading price falls below $0.0075 for 5 consecutive days, the fixed price is eliminated and re-adjusted every 21 days. 13 On September 23, 2025, the Company entered into a security purchase agreement with an accredited investor, pursuant to which the Company sold an unsecured original issue discount promissory note in the principal amount of $143,750 for which the Company received net proceeds of $119,000 after original issue discount of $18,750 and legal fees of $6,000. The promissory note shall incur a one-time interest charge of 10%, which is added to the principal balance, and has a maturity date of September 23, 2026. In connection with the agreement, the Company issued to the accredited investor 4,250,000 shares of common stock as inducement shares with a relative fair value of $71,400 which was recorded as a discount on the note. The note is convertible into common shares of the Company, at the lower of $0.01 or 65% of the lowest price for the preceding 10 trading days. On September 23, 2025, the Company entered into a series of securities purchase agreements with accredited investors. Pursuant to the first securities purchase agreement on September 23, the Company sold an unsecured original issue discount promissory note in the principal amount of $143,750 for which the Company received net proceeds of $119,000 after original issue discount of $18,750 and legal fees of $6,000. In connection with the agreement, the Company issued to the accredited investor 4,250,000 shares of common stock as inducement shares with a relative fair value of $71,400 which was recorded as a discount on the note. The proceeds from the sale of the unsecured original issue discount promissory note shall be used for working capital. The note is convertible into common shares of the Company, at a rate of $0.01 and if after 180 days, the trading price is below $0.01 for 5 consecutive trading days the conversion price resets to $0.0075; if the trading price falls below $0.0075 for 5 consecutive days, the fixed price is eliminated and re-adjusted every 21 days. Effective October 3, 2025, the Company entered into a securities purchase agreement dated September 30, 2025 with an accredited investor, pursuant to which the Company sold an unsecured original issue discount promissory note in the principal amount of $287,500. The Company received net proceeds of $250,000 in consideration of issuance of the unsecured original discount promissory note and the proceeds from the sale shall be used for working capital. The promissory note shall incur a one-time interest charge of 12%, which is added to the principal balance and matures on August 31, 2026. Pursuant to the securities purchase agreement, as consideration for the purchase of the unsecured original issue discount promissory note, the Company issued 17,000,000 shares of the Company’s common stock to the accredited investor with a relative fair value of $178,620 which was recorded as a discount on the note. The note is convertible into common shares of the Company after 180 days, at a rate of $0.01, but in the event the trading price is below $0.01 for 5 consecutive trading days the conversion price resets to $0.0075; if the trading price falls below $0.0075 for 5 consecutive days, the fixed price is eliminated and re-adjusted every 21 days. 14 On October 8, 2025, the Company issued a convertible promissory note to an accredited investor for $20,000 to settle outstanding amounts owed to the investor. The note has a maturity date of October 8, 2026 and bears interest at a rate of 10%. The note is convertible into common shares of the Company after 180 days, at a rate of 85% of the lowest closing bid price for the five trading days preceding the conversion date. On October 9, 2025, the Company sold ClearThink a second promissory note in the principal amount of $115,000 (the “Second ClearThink Note”). The Company received net proceeds of $100,000 after original discount of $15,000. The Second ClearThink Note shall incur a one-time interest charge of 12%, which is added to the principal balance and matures on August 31, 2026. The note is convertible into common shares of the Company after 180 days, at a rate of $0.01, but in the event the trading price is below $0.01 for 5 consecutive trading days the conversion price resets to $0.0075; if the trading price falls below $0.0075 for 5 consecutive days, the fixed price is eliminated and re-adjusted every 21 days. On November 26, 2025, the Company entered into a securities purchase agreement with an accredited investor dated November 18, 2025. Pursuant to the securities purchase agreement, the Company sold to the accredited investor a convertible promissory note in the principal amount of $143,750 for which the Company received net proceeds of $125,000. The proceeds from the sale shall be used for working capital. Pursuant to the securities purchase agreement, the Company issued to the accredited investor 1,250,000 shares of the Company’s common stock as commitment shares. The note carries a one-time interest charge of 12%, which was applied to the principal on the issuance date, and matures on November 20, 2026. The note is convertible into common stock of the Company 180 days after the date of issuance or at any time following an event of default at a conversion price of $0.01 per share. In the event the trading price is below $0.01 for 5 consecutive trading days, the conversion price resets to $0.0075; if the trading price falls below $0.0075 for 5 consecutive days, the fixed price is eliminated and re-adjusted every 21 days. Subsequent to December 31, 2025, on January 12, 2026, the Company entered into a securities purchase agreement with an accredited investor. Pursuant to the securities purchase agreement, the Company sold the investor an original issue discount promissory note in the principal amount of $81,250 for which the Company received net proceeds of $75,000. The promissory note carries an interest of 12% per annum and has maturity date of January 12, 2027. The promissory note is convertible into shares of the Company’s common stock 180 days after issuance at a price equal to 70% of the lowest traded price of the Company’s common stock on its principal trading market during the 20 trading days preceding the date of conversion. On January 27, 2026, the Company entered into a securities purchase agreement with an accredited investor. Pursuant to the securities purchase agreement, the Company sold the Investor an unsecured original issue discount promissory note in the principal amount of $86,250 for which the Company received net proceeds of $75,000. Further, as consideration for the purchase of the promissory note, the Company also issued 1,050,000 shares of the Company’s common stock to the investor as commitment shares. The promissory note carries a one-time interest charge of 10%, payable on the maturity date of January 27, 2027 or upon acceleration or prepayment of the promissory note. The promissory note is convertible into common stock of the Company at any time after the date of issuance at a conversion price equal to 70% of the lowest closing price of the Company’s common stock on its principal trading market during the 10 trading days preceding the date of conversion. On February 24, 2026, the Company entered into a securities purchase agreement with an accredited investor. Pursuant to the securities purchase agreement, the Company sold the investor a convertible promissory note in the principal amount of $150,000 for which the Company received net proceeds of $130,000. The promissory note carries an interest rate of 6% per annum and has a maturity date of February 24, 2027. The Promissory Note is convertible into shares of the Company’s common stock after the sixth month anniversary of the date of issuance at a conversion price equal to 60% of the lowest trading price of the Company’s common stock as reported on the OTC Markets (or the securities exchange on which the common stock is then-listed) for the 15 trading days preceding the date of conversion. 15 On March 5, 2026, the Company entered into a securities purchase agreement with an accredited investor. Pursuant to the securities purchase agreement, the Company sold the investor a convertible promissory note in the principal amount of $120,000 for which the Company received net proceeds of $92,000. The promissory note carries a one time interest charge of 15% and has a maturity date of December 15, 2026. The Promissory Note is convertible into shares of the Company’s common stock at any time following an event of default at a conversion price equal to 61% of the lowest closing price of the Company’s common stock on its principal trading market during the 20 trading days preceding the date of conversion. On September 4, 2025, the Company also entered into a Securities Purchase Agreement (the “ELOC Agreement”) with the Investor. Pursuant to the ELOC Agreement, the Company agreed to sell, and the Investor agreed to purchase up to $50,000,000 (the “Commitment Amount”) of the Company’s common stock, par value $0.001 per share (the “Purchase Shares”). Subsequent to December 31, 2025, and through the date of this filing, we have received approximately $632,125 in cash proceeds related to the sale of 55,397,351 shares of common stock under this agreement and expect to continue to utilize it to fund current operational needs. We cannot assure you, however, that any additional capital will be available to us on favorable terms or at all. Our capital expenditures could be curtailed if our cash flows decline from expected levels. Summary of cash flows December 31, 2025 December 31, 2024 Net cash provided by (used in) operating activities $ (825,713 ) $ 17,680 Net cash provided by (used in) investing activities $ (744,743 ) $ (4,600 ) Net cash provided by (used in) financing activities $ 1,818,720 $ (13,275 ) Critical accounting policies See Note 2 to the December 31, 2025 financial statements included as part of this report for a discussion of our Significant Accounting Policies. Recent Accounting Pronouncements The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. Off Balance Sheet Arrangements As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets. 16 Risk Factors Summary Risk Factors Any investment in our securities involves a high degree of risk. Investors should carefully consider the risks described below and all of the information contained in this filing before deciding whether to purchase our securities. Our business, financial condition, and results of operations could be materially adversely affected by these risks if any of them actually occur. This filing also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks we face as described below and elsewhere in this report. Risks Relating to Our Business Operations · We require significant working capital to develop our new business and satisfy our debts. · Our business depends upon the demand for data centers. · Our new focus on HPC hosting may not be successful and depends on the continuing development and resource and computational requirements of HPC hosting applications such as cloud computing, machine learning, and AI and continuing need for the infrastructure and services we provide. · We face significant competition, which may adversely affect the occupancy and rental rates of our data centers. · We have limited resources which may affect our abilities to develop our data center operations. · We currently have no customers and our ability to attract customers for our HPC business is uncertain. · Any failure of our physical or information technology (“IT”) or operational technology infrastructure or services could lead to significant costs and disruptions. · Our third-party providers and we are vulnerable to cyberattacks and security breaches that could materially disrupt or compromise our operations, data and results. · We will depend upon third-party suppliers for power, and we are vulnerable to service failures and price increases by such suppliers and to volatility in the supply and price of power in the open market. · If we do not accurately predict our facility requirements, it could have a material adverse effect on our business, financial condition, and results of operations. · We will depend on third parties to provide network connectivity to the customers in our data centers and any delays or disruptions in connectivity may materially adversely affect our operating results and cash flow. · Our success is dependent on the ability of our management team and our ability to attract, develop, motivate and retain other well-qualified employees, which may be more difficult, costly or time-consuming than expected. · The development and advancement in the efficiency of AI models presents risks and challenges that may adversely impact our business and operating results. Risks Related to Our Limited Operating History and Transition · Our failure to attract or retain clients to our new services and generate revenue may adversely affect our business. · We operate in a rapidly developing industry with an evolving business model and have no history of generating revenue from our colocation services, which makes it difficult to evaluate our business prospects. 17 Risks Related to Operating in Spain and Europe · Our proposed operations in Spain and internationally as a whole could expose us to substantial business, regulatory, political, financial, and economic risks. · Existing and new laws, rules, regulations, and orders may impose additional security requirements on our operations. Risks of Regulatory Laws, Regulatory Frameworks, and Legal Action · Regulatory developments surrounding HPC may negatively impact our efforts to expand into HPC hosting. · Any potential use of emerging technologies like AI, machine learning, and generative AI could lead to unintended consequences and result in reputational harm and litigation. · We may become involved in litigation arising in the ordinary course of our business that may materially adversely affect us. · Changing environmental regulation and public energy policy may expose our business to new risks. Risks Related to our Financial Position and Capital Needs · Payment of our contractual obligations may require us to raise additional debt or equity capital. · We may be unable to repay our outstanding convertible promissory notes which may have an adverse effect on our stock price. · Our auditors have issued a “going concern” audit opinion. Risks Related to Ownership of Our Common Stock · The issuance of shares upon exercise of our outstanding options or warrants or the conversion of outstanding promissory notes may cause immediate and substantial dilution to our existing shareholders. · Our common stock is subject to “penny stock” rules. · We are a former shell company. · We are currently engaged in litigation with a former officer and director of the Company. There are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occur, our business, financial condition, or results of operation may be materially adversely affected. In such case, the trading price of our common stock could decline and investors could lose all or part of their investment. 18 Risks Related to Our Business and Operations We have not adopted a cybersecurity risk management program or formal processes for assessing cybersecurity risk, which may increase our exposure to cybersecurity incidents. We have not adopted a cybersecurity risk management program or formal processes for assessing cybersecurity risks designed to protect our information technology systems, networks, data and infrastructure. As a result, the confidentiality, availability and integrity of our systems and data, including information relating to our customers and business partners, may be more vulnerable to unauthorized access, data breaches, ransomware attacks or other cybersecurity incidents. Any such compromise of our information technology systems could disrupt our business operations, damage our reputation, result in the loss or unauthorized disclosure of confidential or proprietary information and subject us to claims, liabilities and costs which could have a material adverse effect on our business. Additionally, we may incur significant expenses to comply with data protection standards and protocols imposed by law, regulation, industry standards and contractual obligations which could further materially adversely affect our financial condition and results of operations. We require significant capital to fund our operations and we may have difficulty raising capital, which could deprive us of necessary revenues . The Company and BAIF entered into the MOU for the purposes of organizing DC Estate Solutions which was organized by the Company on October 23, 2025. On November 6, 2025, DC Estate Solutions and BAIF entered into the SPV SPA. DC Estate Solutions is owned and controlled 50.1% by the Company and 49.9% by BAIF. The principal of BAIF is Jose Mora. DC Estate Solutions acquired seven Spain Leases, which were previously assigned to and held by BAIF, consisting of 100 hectares of land each located in the Spain cities of Malpica, Caceres, Vianos, Cordoba, Torrecampo, Villasequilla and Tomelloso and one lease located Tocumen, Panama. The Company paid BAIF $250,000 upon execution of the MOU and an additional $250,000 on the closing of the SPV SPA and has agreed to fund the data center development with a minimum amount of $11,150,000. The development will require additional significant working capital to achieve full RTB status on all eight sites. Additional capital is required to develop the sites and the further development of the data centers to RTB will require substantial capital. There are no assurances that 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 data centers ultimately developed and sold or become operational. Our business depends upon the demand for data centers. We are venturing into the business of owning, acquiring, developing, and operating data centers. A reduction in the demand for data center space, power or connectivity would have a greater adverse effect on our business and financial condition than if we owned a portfolio with a less specialized use. Our substantial development activities make us particularly susceptible to general economic slowdowns as well as adverse developments in the data center, Internet and data communications and broader technology industries. Any such slowdown or adverse development could lead to reduced corporate IT spending, reduced demand for HPC hosting applications, such as cloud computing, machine learning, and AI, and overall reduced demand for data center space. Changes in industry practice or in technology could also reduce demand for the physical data center space we provide. In addition, our customers may choose to develop new data centers or expand their own existing data centers or consolidate into data centers that we do not own or operate, which could reduce demand for our newly developed data centers or result in the loss of one or more key customers. If any of our key customers were to do so, it could result in a loss of business to us or put pressure on our pricing. Mergers or consolidations of technology companies could reduce further the number of our customers and potential customers and make us more dependent on a more limited number of customers. If our customers merge with or are acquired by other entities that are not our customers, they may discontinue or reduce the use of our data centers in the future. Our financial condition, results of operations, cash flow, cash available for distribution, and ability to satisfy our debt service obligations could be materially adversely affected as a result of any or all of these factors. 19 Our new focus on AI data center development may not be successful and depends on the continuing development and resource and computational requirements of HPC hosting applications such as cloud computing, machine learning and AI, and the continuing need for the infrastructure and services we provide. We currently have no customers. If our target customer markets, which are new and still developing, do not grow or develop as expected or in a manner consistent with our current business model, our business, financial condition, and results of operation would be adversely affected. Further, increases in power costs could negatively impact our hosting customers’ demand for services, harm our growth prospects, and could have a material adverse effect on our business, financial condition, and results of operations. Our success also depends in large part on our ability to attract additional customers and retain our existing customer for our HPC hosting capabilities in a profitable manner, which we may not be able to do if: · high energy costs, supply chain disruptions (including labor availability), government regulation, and compliance costs increase HPC hosting service costs, reduce potential demand for services and reduce revenue and profitability; · we fail to provide competitive hosting terms or effectively market them to potential customers; · we provide AI data center developments that are deemed by existing and potential customers or suppliers to be inferior to those of our competitors, or that fail to meet customers’ or suppliers’ ongoing and evolving program qualification standards, based on a range of factors, including available power, preferred design features, security considerations, and connectivity; · businesses decide to host internally as an alternative to the use of our services; · we fail to successfully communicate the benefits of our services to potential customers; · we are unable to strengthen awareness of our brand; or · we are unable to provide services that our existing and potential customers desire. We face significant competition, which may adversely affect the occupancy and rental rates of our data centers. We will compete with numerous data center providers globally, many of whom own or operate properties similar to ours, as well as private operators specializing in HPC hosting or colocation services, and digital asset miners seeking to convert existing mining facilities into HPC colocation facilities. In addition, we may in the future face competition from new entrants into the data center market, including new entrants who may acquire our current competitors. Some of our competitors and potential competitors have significant advantages over us, including greater name recognition, longer operating histories, pre-existing relationships with current or potential customers, significantly greater financial, marketing, and other resources and more ready access to capital which allow them to respond more quickly to new or changing opportunities. If our competitors offer space that our customers or potential customers perceive to be superior to ours based on factors such as available power, security, location, or connectivity, or if they offer rental rates below current market rates, or below the rental rates we are offering, we may lose customers or potential customers or be required to incur costs to improve our data centers or reduce our rental rates. In addition, many of our competitors have developed and continue to develop additional data center space. If the supply of data center space continues to increase as a result of these activities or otherwise, rental rates may be reduced or we may face delays in leasing or be unable to lease our vacant space, including space that we develop. Further, if customers or potential customers desire services that we do not offer, we may not be able to lease our space to those customers. Our financial condition, results of operations, cash flow, cash available for distribution, and ability to satisfy our debt service obligations could be materially adversely affected as a result of any or all of these factors. 20 We have limited resources which may affect our abilities to develop our Blackberry AIF S.L. operations. With the limited resources we have available, we may experience difficulties in developing our BAIF operations, including, but not limited to, our colocation data center, services, and colocation to commence generating revenues and compete in the HPC hosting industry. Competition from existing and future competitors, particularly those better capitalized, could result in our inability to secure acquisitions and partnerships that we may need to expand our business in the future. This competition from other entities with greater resources, experience, and reputations may result in our failure to maintain or expand our business, as we may never be able to successfully execute our business plan. If we are unable to develop, expand, and remain competitive, our business could be negatively affected, which would have an adverse effect on the trading price of our common stock, which would harm our investors. We have no operating history, require significant capital to develop our business, expect negative cash flows from our operations to continue for the foreseeable future, and we expect that our net losses will continue for the foreseeable future as we seek to develop and increase the efficiency of our operations and find new colocation customers. Any failure of our physical or IT or operational technology infrastructure or services could lead to significant costs and disruptions. Our business depends on providing customers with highly reliable services, including, but not limited to, power supply, physical security, cybersecurity, maintenance of environmental conditions, and other mission-critical infrastructure services. We may fail to provide such services because our operations are vulnerable to, among other things, mechanical or telecommunications failure, power outage, human error, physical or electronic security breaches, cyberattacks, war, terrorism, fire, earthquake, pandemics, hurricane, flood and other natural disasters, sabotage, and vandalism. Our future customer agreements will include terms requiring us to meet certain service level commitments. A failure to meet these or other commitments or equipment damage in our data centers could subject us to contractual liability, including service level credits against customer rent payments, legal liability and monetary damages, regulatory sanctions, or, in certain cases of repeated failures, the right by the customer to terminate the agreement. Service interruptions, equipment failures, or security breaches could also materially impact our brand and reputation globally and lead to customer contract terminations or non-renewals and an inability to attract customers in the future. We and our third-party providers are vulnerable to cyberattacks and security breaches that could materially disrupt or compromise our operations, data, and results. We will rely on computer systems, hardware, software, online sites and networks, as well as physical, digital, and operational technology infrastructure to support our internal and external operations (collectively, “Information Systems”). We will own, operate, and manage complex, global information systems and also rely on third-party providers for a range of information systems and other products and services, such as cloud computing. As a result, we face evolving risks that threaten the confidentiality, integrity, and availability of information systems and data, including from state-sponsored espionage actors, financially motivated hackers, hacktivists and insiders, as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), human or technological error, or due to “bugs,” misconfigurations and known and unknown vulnerabilities in hardware, software, systems and processes that support our business. Unauthorized access to our or our customers’ physical assets or information systems, misappropriation of our or our customers’ sensitive or proprietary information, or disruptions to our or our customers’ operations as a result of attacks, breaches or disruptions to our, or any providers’ or our customers’, information systems or controls could lead to material breaches of legal and regulatory (e.g., privacy laws such as GDPR) or contractual obligations, and/or other operational and business impacts. The foregoing could expose us to material lawsuits, regulatory actions, penalties or fines, monetary damages, loss of existing or potential customers, harm to our reputation, and significant increases in our security and insurance costs, and other adverse effects on our business and results. 21 Our contracts with our customers could subject us to significant liability. In the ordinary course of business, we will enter into agreements with our customers pursuant to which we provide data center space, power, environmental controls, physical security and connectivity products to our customers. These contracts typically contain indemnification and liability provisions, in addition to service level commitments, which could potentially impose a significant cost on us in the event of losses arising out of certain breaches of such agreements, services to be provided by us or our subcontractors, or from third-party claims. Customers increasingly are looking to pass through their regulatory obligations and other liabilities to their outsourced data center providers and we may not be able to limit our liability or damages in an event of loss suffered by such customers whether as a result of our breach of an agreement or otherwise. Further, liabilities and standards for damages and enforcement actions, including the regulatory framework applicable to different types of losses, vary by jurisdiction, and we may be subject to greater liability for certain losses in certain jurisdictions. In the future, we may also develop space specifically for HPC data center customers pursuant to agreements signed prior to beginning or early in the development process. In those cases, if we fail to meet our development obligations under those agreements, these customers may be able to terminate their agreements, and we would be required to find a new customer for this space. In addition, in certain circumstances we may lease HPC data center facilities prior to their completion. If we fail to complete the facilities in a timely manner, the customer may be entitled to terminate its agreement, seek damages or penalties against us or pursue other remedies and we may be required to find a new customer for the space. If we are not able to complete an HPC data center in a timely manner, if development costs are higher than we currently estimate, our financial condition, results of operations, and cash flow could be materially adversely affected. We may depend on significant customers for our HPC data centers. Many factors, including global economic conditions, may cause our future HPC data center customers to experience a downturn in their businesses or otherwise experience a lack of liquidity, which may weaken their financial condition and impact our estimates as to the probability of collectability of payments, and ultimately result in their failure to make timely rental and other payments or their default under their agreements with us. Further, the development of new technologies, the adoption of new industry standards or other factors could render our HPC data center customers’ current products and services obsolete or unmarketable and contribute to a downturn in their businesses, thereby increasing the likelihood that they default under their leases, become insolvent, or file for bankruptcy. If a customer defaults or fails to make timely rent or other payments, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment, which could adversely affect our financial condition and results of operations. We will continue to depend upon third-party suppliers for power, and we may be vulnerable to service failures and price increases by such suppliers and to volatility in the supply and price of power in the open market. In the event we develop data centers, we will continue to rely on third parties to provide power to our data centers and we cannot ensure that these third parties will deliver such power in adequate quantities or on a consistent basis. We will also be reliant on third parties to deliver additional power capacity to support the growth of our business. If the amount of power available to us is inadequate to support our customer requirements, we may be unable to satisfy our obligations to our customers or grow our business. In addition, our data centers may be susceptible to power shortages and planned or unplanned power outages caused by these shortages. Power outages may last beyond our backup and alternative power arrangements, which would harm our customers and our business. Any loss of services or equipment damage could adversely affect both our ability to generate revenues and our operating results, harm our reputation, and potentially lead to customer disputes or litigation. In addition, we may be subject to risks and unanticipated costs associated with obtaining power from various utility companies. Utilities that serve our data centers may be dependent on, and sensitive to price increases for, a particular type of fuel, such as natural gas, coal, or nuclear. In addition, the price of these fuels and the total cost of delivered electricity could increase as a result of: regulations intended to regulate carbon emissions and other pollutants, ratepayer surcharges related to recovering the cost of extreme weather events and natural disasters, geopolitical conflicts, military conflicts, grid modernization charges, as well as other charges borne by ratepayers. Increases in the cost of power at any of our planned data centers could put those locations at a competitive disadvantage relative to data centers that are supplied power at a lower price. 22 If we do not accurately predict our facility requirements, it could have a material adverse effect on our business, financial condition, and results of operations. The costs of building out, leasing, and maintaining our facilities will constitute a significant portion of our capital and operating expenses. In order to develop, manage potential growth, and ensure adequate capacity for any new and existing HPC hosting customers while minimizing unnecessary excess capacity costs, we will continuously evaluate our short- and long-term data center capacity requirements. If we overestimate our business’s capacity requirements or the demand for our services and therefore secure excess data center capacity, our operating margins could be materially reduced. If we underestimate our data center capacity requirements, we may not be able to service the required or expanding needs of our existing customers and may be required to limit new customer acquisition, which could have a material adverse effect on our business, financial condition, and results of operations. We will continue to depend on third parties to provide network connectivity to the customers in our data centers and any delays or disruptions in connectivity may materially adversely affect our operating results and cash flow. We are not a telecommunications carrier. Although we anticipate our customers generally will be responsible for providing their own network connectivity, we will still depend upon the presence of telecommunications carriers’ fiber networks serving our data centers in order to attract and retain customers. We believe that the availability of carrier capacity will directly affect our ability to achieve our projected results. Any carrier may elect not to offer its services within our data centers. Any carrier that decides to provide network connectivity to our data centers may not continue to do so for any period of time. Further, some carriers are experiencing business difficulties or have announced consolidations. As a result, some carriers may be forced to downsize or eventually terminate connectivity within our data centers, which could have an adverse effect on the business of our customers and, in turn, our own development and operating results. Our data centers may require construction and operation of a sophisticated redundant fiber network. The construction required to connect multiple carrier facilities to data centers is complex and involves factors outside of our control, including regulatory requirements and the availability of construction resources. We have obtained the right to use network resources owned by other companies, including rights to use dark fiber, in order to attract telecommunications carriers and customers to our portfolio. If the establishment of highly diverse network connectivity to our data centers does not occur, is materially delayed or is discontinued, or is subject to failure, our operating results and cash flow may be materially adversely affected. Additionally, any hardware or fiber failures on this network may result in significant loss of connectivity to our data centers. This could negatively affect our ability to attract or retain customers, which could have an adverse effect on our business, financial condition, and results of operations. 23 Many of our costs, such as operating, general and administrative expenses, interest expenses, and real estate acquisition and construction costs, could be adversely impacted by periods of heightened inflation. The consumer price index has increased substantially year over year. Federal policies and global events such as the conflict between Russia and Ukraine, may have exacerbated, and may continue to exacerbate, inflation and increases in the consumer price index. A sustained or further increase in inflation could have an adverse impact on our operating expenses incurred in connection with, among others, the property-related contracted services such as repairs, maintenance, utilities, security, and insurance. With regard to utilities expenses, which we anticipate to be our largest expense category, the vast majority of the expense will be passed directly through to our customers which significantly mitigates our exposure to increases in power costs. For our other operating expenses, we expect to recover some increases from our customers through our planned lease structures, annual rent escalations, or from the resetting of rents from our renewal and re-leasing activities. As a result, we do not believe that inflation would result in a significant adverse effect on our net operating income and operating cash flows at the property level. However, there can be no assurance that the impact of inflation will be adequately offset by some of our annual rent escalations contained in our leases, and it is possible that the resetting of rents from our renewal and re-leasing activities would not fully offset the impact of higher operating expenses resulting from inflationary pressure. As a result, during inflationary periods in which the inflation rate exceeds the annual rent escalation percentages within our customer contracts, we may not adequately mitigate the impact of inflation, which may adversely affect our business, financial condition, results of operations, and cash flows. Our general and administrative expenses consist primarily of compensation costs and professional service fees. Rising inflation rates may require us to provide compensation increases beyond historical annual increases, which may unexpectedly or significantly increase our compensation costs. Similarly, professional service fees are also subject to the impact of inflation and expected to increase proportionately with increasing market prices for such services. Consequently, inflation may increase our general and administrative expenses over time and may adversely impact our results of operations and cash flows. Additionally, inflationary pricing may have a negative effect on the construction costs necessary to complete our development projects, including, but not limited to, costs of construction equipment, materials, labor, and services from third-party contractors and suppliers. We will rely on a number of third-party suppliers and contractors to supply raw materials, skilled labor, and services for our construction projects. Certain increases in the costs of construction equipment and materials can often be managed in development projects through either general budget contingencies built into overall construction cost estimates for projects or guaranteed maximum price construction contracts, which stipulate a maximum price for certain construction costs and shift inflation risk to our construction general contractors. However, no assurance can be given that our budget contingencies would accurately account for potential construction cost increases given the current severity of inflation and variety of contributing factors or that our general contractors would be able to absorb such increases in costs and complete our construction projects timely, within budget, or at all. Higher construction costs could adversely impact our investments in real estate assets and expected yields on our development projects, which may adversely impact our returns on our investments. As a result, our business, financial condition, results of operations, cash flows, liquidity, and ability to satisfy our debt service obligations could be adversely affected over time. Rising threats of international tariffs may materially and adversely affect our business. As a result of the United States presidential election, President Trump imposed tariffs on the importation of goods from countries around the world. This increase in tariffs imposed could materially and adversely affect our business and results of operations. Under the current administration, the imposition of additional tariffs fluctuates dramatically and has created uncertainty in the global markets. Future tariffs or any further costs or restrictions imposed on materials on which we rely may limit our revenue and harm our business operations. 24 Our business and operations, customers, suppliers, and business partners may be adversely affected by epidemics, pandemics, or other outbreaks. Epidemics, pandemics, other outbreaks of an illness, disease, or virus that affect countries or regions in which we or our customers, suppliers, or business partners operate, and actions taken to contain or prevent their further spread, may have a material and adverse impact on general commercial activity and on our financial condition, results of operations, liquidity, and creditworthiness. Epidemics, pandemics, other outbreaks of an illness, disease, or virus could result in significant governmental measures being implemented to control the spread of such illness, disease, or virus, including quarantines, travel restrictions, manufacturing restrictions, declarations of states of emergency, business shutdowns, prioritization and allocation of resources, and restrictions on the movement of our employees and those of our customers, suppliers and business partners on which we rely, which could adversely affect our ability and their respective abilities to adequately manage our respective businesses. Risks related to epidemics, pandemics, other outbreaks of an illness, disease, or virus could also lead to the complete or partial closure of one or more of our offices or properties or our customers’, suppliers’ or business partners’ businesses, or otherwise result in significant disruptions to our business and operations or theirs. Such events could materially and adversely impact our operations and the rental revenue we generate from our agreements with our customers or could result in defaults by our customers. We cannot predict the full extent of the impact that epidemics, pandemics, and other global events will have on our customers, suppliers, and other business partners; however, any material effect on these parties could adversely impact us, our future financial condition, results of operations, and cash flows. The full extent to which epidemics, pandemics, and the various responses to such events impact our business, operations, and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including: the duration and scope of such event; governmental, business, and individuals’ actions that have been and continue to be taken in response to such event; the availability of and cost to access the capital markets; the effect on our customers and customer demand for and ability to pay for our services; the impact on our development projects; and disruptions or restrictions on our employees’ ability to work and travel. We face additional risks in expanding our business, including the significant amount of capital required. Developing and expanding our business will require significant capital. In addition, we may be required to commit significant operational and financial resources in connection with the organic growth of our business substantially in advance of such newly developed data centers generating revenue. The costs of constructing, developing, operating, and maintaining our HPC operations are substantial. Our HPC hosting operations may be impacted by costs and expenses beyond our control or require capital investment that neither we nor our customers are able to bear, reducing our revenue and profitability. Moreover, in order to grow our hosting business, we may need additional facilities to increase our capacity for more customers. The costs of constructing, developing, operating, and maintaining hosting facilities and growing our hosting operations may not be profitable or possible as construction costs are rising which reflect the increase in cost of labor and raw materials, as well as supply chain and logistical challenges. Unexpected disruptions to our supply chain, continued inflationary pressures, high interest rates, tariffs, delays in construction, limited financing availability, constrained supplies of new power, or changes in customer requirements could significantly affect the cost or timing of our planned expansion projects, have consequences under our project financing and partnership agreements, and interfere with our ability to meet commitments to customers who have contracted for space in new data centers under construction. All construction-related data center projects will require us to carefully select, manage, and rely on the experience of one or more design firms, general contractors, and associated subcontractors during the design and construction process, and to obtain critical government permits and authorizations. Should a design firm, general contractor, significant subcontractor, or key supplier experience financial or operational problems during the design or construction process or fail to perform properly, or should we be unable to obtain or experience delays in obtaining, all necessary zoning, land-use, building, occupancy, and other governmental permits and authorizations, we could experience significant delays, increased costs to complete the project, penalties under customer preleases, and other negative impacts to the expected return on our committed capital. Further, there can be no assurance we will have sufficient customer demand to support the data centers we may acquire or build. 25 We may not be able to adapt to changing technologies and customer requirements, and our data center infrastructure may become obsolete. The technology industry generally and specific industries in which certain of our customers may operate are characterized by rapidly changing technology, customer requirements, and industry standards. New systems to deliver power to or eliminate heat in data centers or the development of new server technology that does not require the levels of critical load and heat removal that our facilities may be designed to provide and could be run less expensively on a different platform could make our data center infrastructure obsolete. Our power and cooling systems may be difficult and expensive to upgrade, and we may not be able to efficiently upgrade or change these systems to meet new demands without incurring significant costs. If we are unable to pass these costs on to our customers it could adversely impact our business, financial condition, and results of operations. In addition, the infrastructure that will connect our data centers to the Internet and other external networks may become insufficient, including with respect to latency, reliability, and connectivity. We may not be able to adapt to changing technologies or meet customer demands for new processes or technologies in a timely and cost-effective manner, if at all, which would adversely impact our ability to develop, sustain, and grow our business. Further, our inability to adapt to changing customer requirements may make our data centers obsolete or unmarketable to such customers. Some of our customers may operate at significant scale across numerous data center facilities and have designed cloud and computing networks with redundancies and fail-over capabilities across these facilities, which enhances the resiliency of their networks and applications. As a result, these potential customers may realize cost benefits by locating their data center operations in facilities with less electrical or mechanical infrastructure redundancy than is found in our data center facilities. Additionally, some HPC data center customers have begun to operate their data centers using a wider range of humidity levels and at temperatures that are higher than servers customarily have operated at in the past, all of which may result in energy cost savings for these third parties. We may not be able to operate under these environmental conditions, particularly in multi-tenant facilities with other customers who are not willing to operate under these conditions, and our data centers could be at a competitive disadvantage to facilities that satisfy such requirements. If we are unable to modify or build accordingly, these or other changes in customer requirements could have a material adverse effect on our business, results of operations, and financial condition. Further, due to regulations that apply to our potential customers as well as industry standards, such as ISO and SOC certifications which customers may deem desirable, they may seek specific requirements and certifications from their data centers that we are unable to provide. If new or different regulations or standards are adopted or such extra requirements are demanded by our customers, we could lose some customers in the future or be unable to attract new customers in certain industries, which could materially and adversely affect our operations. Our success is dependent on the ability of our management team and our ability to attract, develop, motivate, and retain other well-qualified employees, which may be more difficult, costly, or time-consuming than expected. Our success depends largely on the development and execution of our business strategy by our senior management team. We cannot assure you that our management will work well together, work well with our other existing employees, or successfully execute our business strategy in the near-term or at all, which could have a material adverse effect on our business, financial condition, and results of operations. Our future success also depends on our continuing ability to attract, develop, motivate, and retain highly qualified and skilled management and other employees. It is difficult to locate experienced executives in our industry. Further, competition for facility design, construction management, operations, data processing, engineering, IT, risk management, sales and marketing, and other highly skilled personnel is extremely intense. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure at this stage in our development. We may be unable to attract and retain our senior executives and other key personnel, which could have a material adverse effect on our business, financial condition, and results of operations. 26 The development and advancement in the efficiency of AI models presents risks and challenges that may adversely affect our business and operating results. The introduction of, and advancement in the efficiency of AI models could potentially adversely affect data center usage by significantly reducing the computational power needed to train AI models, potentially leading to less demand for high-power density, liquid-cooled data center infrastructure and colocation facilities. New advancements in AI models could also alter the way data centers are currently designed and utilized and may adversely affect our business and results of operations. We are subject to risks associated with our need for significant electrical power. Our operations will require significant amounts of electrical power and we anticipate our demand for electrical power will continue to grow. The fluctuating price of electricity required for our operations and to power our expansion may inhibit our profitability. If we are unable to obtain, and then continue to obtain, sufficient electrical power on a cost-effective basis, we may not realize the anticipated benefits of our significant capital investments. Risks Related to Our Limited Operating History and Transition Our new services and changes to services in the future could fail to attract or retain users, generate revenue and profits, or otherwise adversely affect our business. Our ability to obtain, retain, increase, and engage our customer base and to increase our revenue will depend heavily on our ability to continue to evolve our services and to create successful new services, both independently and in conjunction with developers or other third parties. We may introduce significant changes to our services or acquire or introduce new and unproven services, including using technologies with which we have little or no prior development or operating experience. These efforts, including the introduction of new services or changes to existing services, may result in new or enhanced governmental or regulatory scrutiny, litigation, ethical concerns, or other complications that could adversely affect our business, reputation, or financial results. If our services fail to engage users or developers, or if our business plans are unsuccessful, we may fail to attract or retain users or to generate sufficient revenue, operating margin, or other value to justify our investments and our business may be adversely affected. We operate in a rapidly developing industry and have an evolving business model with no history of generating revenue from our colocation services. In addition, our evolving business model increases the complexity of our business, which makes it difficult to evaluate our future business prospects and could have a material adverse effect on our business, financial condition, and results of operations. Our business model has evolved in the past and continues to do so. After originally being founded in order to engage in the business of verifying and confirming transactions on a blockchain (also known as transaction processing, or “mining”), we have transitioned to provide colocation services to other HPC customers. We have not yet generated revenue from providing HPC services, and we do not know whether our change in business model will be successful. The evolution of and modifications to our business strategy will continue to increase the complexity of our business and have placed significant strain on our management, personnel, operations, systems, technical performance, and financial resources. Future additions to, or modifications of, our business strategy are likely to have similar effects. Further, any new services that we offer in the future that are not favorably received by the market could damage our reputation or our brand. We may not ever generate sufficient revenues or achieve profitably in the future or have adequate working capital to meet our obligations. We cannot be certain that our current business strategy or any new or revised business strategies will be successful or that we will successfully address the risks we face. In the event that we do not effectively evaluate future business prospects, successfully implement new strategies, or adapt to our evolving industry, it will have a material adverse effect on our business, financial condition, and results of operations. 27 Risks Related to Operating in Spain, Europe and Panama. Our proposed operations in Spain, Panama and internationally as a whole could expose us to substantial business, regulatory, political, financial, and economic risks. As our currently planned data centers and operations will be located in Europe, specifically Spain, and Panama, we may be exposed to substantial risks associated with doing business in Europe, such as risks associated with taxation, inflation, AI legislation, environmental regulations, foreign currency exchange rates, the labor market, property and financial regulations, public health crises, and the outbreak of hostilities or war. Our ability to operate in Spain, Europe and Panama may be adversely affected by changes in, or our failure to comply with, foreign laws and regulations. Recent U.S. trade policies and tariffs have created uncertainties affecting business operations in the U.K., European Union (“EU”), and a number of other countries, which could increase volatility in exchange rates, market instability, costs, and other risks. We may be susceptible to prolonged periods of inflationary pressure, including the risk of energy shortages and elevated electricity and energy prices throughout Europe. In 2022, amid the war between Russia and Ukraine, the European energy crisis escalated as the costs of electricity and gas increased, along with fueling supply uncertainties, and the risk of an energy shortage across Europe due to the lack of gas from Russia. This resulted in decisive measures implemented by the EU to help manage security of supply and establish new sources of gas. Our business will be heavily exposed to both gas and electricity prices used to power our data centers and operating equipment. Consequently, the rising energy costs may negatively affect our profitability and reduce our competitive position compared to competitors operating outside Europe where the energy crisis has been less pronounced. Existing and new laws, rules, regulations, and orders may impose additional security requirements on our operations. Existing and new laws, rules, regulations, and orders relating to the security of our networks and data processing may cause us to incur additional compliance costs or limit our ability to provide certain services in some locations. For example, we may incur additional costs relating to new cybersecurity requirements in the EU pursuant to the E.U. Network Information Security 2 Directive (“NIS2”), which has defined some data center providers as “essential” given their role in the European economy. The increase in incidents, such as ransomware attacks, data breaches, and denial-of-service (“DoS”) attacks, perpetrated against data center providers has led to enhanced audit and inspection measures with which we may have to comply in the future. As a result, we may have to expend significant resources ensuring that our security management frameworks and cybersecurity meet the requisite standards . Our business and operating results may fluctuate significantly and be adversely affected by geopolitical factors beyond our control. In addition to the ongoing conflict between Russia and Ukraine, geopolitical instability in other regions, including the Middle East, specifically Iran, and Latin America, may disrupt global markets and supply chains. Such events may lead to increases in the cost of energy and other materials necessary for the development and operation of data centers. Increases in cost or disruptions in the supply chain could have a material adverse effect on our business and results of operations. Fluctuations in currency exchange rates could negatively affect our earnings. As our business operations are located outside of the United States, specifically in the Cayman Islands and Spain, we anticipate that our business will be conducted in currencies other than the U.S. dollar. Any fluctuation in the value of the EURO or other European currencies relative to the U.S. dollar, could impact the financial result when converting foreign revenue, expenses, and profits into U.S. dollars. Although we will closely monitor potential exposures as a result of these fluctuations in currencies and, where cost-justified, we may adopt strategies that are designed to reduce the impact of these fluctuations on our financial performance, there can be no assurance that we will be successful in managing our foreign exchange risk. Any material fluctuations in currencies could have a material effect on our financial condition, results of operations, and cash flows. 28 Risks of Regulatory Laws, Regulatory Frameworks, and Legal Action Regulatory developments surrounding HPC may negatively impact our efforts to expand into HPC hosting. The regulatory landscape surrounding HPC and AI is evolving rapidly, and we anticipate increased scrutiny and potential regulation in the near and long term. These developments may affect our business and operations in ways that are difficult to predict. There are growing concerns about the ethical implications and potential misuse of the growing AI technologies and the AI landscape is facing challenges and uncertainties. The development of more advanced AI systems, such as large language models and generative AI, has raised concerns about potential misuse, bias, and the displacement of human workers. Governments and regulatory bodies are considering measures to ensure responsible development and deployment of AI systems, including guidelines for transparency, accountability, and fairness. We expect that regulatory efforts in this area will continue to evolve and potentially affect our business. Any potential use of emerging technologies like AI, machine learning, and generative AI could lead to unintended consequences and result in reputational harm and litigation. We continue to evaluate emerging technologies like AI, machine learning, and generative AI for incorporation into our business. State and federal regulations relating to these emerging technologies are quickly evolving, and should we adopt such technologies, we may require significant resources to maintain our business practices while seeking to comply with U.S. laws. Any failure to accurately identify and address our responsibilities and liabilities in this new environment could negatively affect any solutions we develop by incorporating such technologies and could subject us to reputational harm, regulatory action, or litigation, any of which may harm our financial condition and operating results. These same risks apply to our use of third-party service providers who are implementing these tools into the products or services they provide to us. Pending litigation arising from our dispute with Synthesis Analytics Production, Ltd. and Adler Capital Limited may materially adversely affect us. As discussed, we are rescinding the Share Exchange with SAPL and have terminated the agreements with SAPL, ACL and their affiliates. Legal proceedings relating to these matters may be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability. Adverse outcomes in such proceedings or claims could result in significant liabilities which may materially affect our financial condition, results of operations, or cash flows. We may become involved in litigation arising in the ordinary course of our business that may materially adversely affect us. From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including intellectual property, commercial, product liability, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings. Attending to such matters can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability, or require us to change our business practices. Because of the potential risks, expenses, and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses, and we cannot assure you that the results of any of these actions will not have a material adverse effect on our business. Adverse outcomes in such proceedings or claims could result in significant liabilities, monetary damages, fines, or injunctive relief, which may materially affect our financial condition, results of operations, or cash flows. Additionally, the uncertainty surrounding litigation and the potential for adverse publicity related to such matters could harm our reputation and brand image, affecting customer confidence and investor perception. 29 Changing environmental regulation and public energy policy may expose our business to new risks. Our HPC data center operations will require a substantial amount of power and can only be successful, and ultimately profitable, if the costs we incur, including for electricity, are lower than the revenue we generate from our operations. As a result, any HPC data center facility we establish can only be successful if we can obtain sufficient electrical power for that facility on a cost-effective basis, and our establishment of new facilities requires us to find locations where that is the case. If new regulations are imposed, or if existing regulations are modified, the assumptions we made underlying our plans and strategic initiatives may be inaccurate, and we may incur additional costs to adapt our planned business, if we are able to adapt at all, to such regulations. New legislation and increased regulation regarding climate change could impose significant costs on us and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, and other costs to comply with such regulations. Further, any future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Given the political significance and uncertainty around the impact of climate change and how it should be addressed, and energy disclosure and use regulations, we cannot predict how legislation and regulation will affect our financial condition and results of operations in the future. Further, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change or energy use by us or other companies in our industry could harm our reputation. Any of the foregoing could result in a material adverse effect on our business and financial condition. Risks Related to Our Financial Position and Capital Needs Our auditors have issued a “going concern” audit opinion. Our independent auditors have indicated in their report on our December 31, 2025 and December 31, 2024 financial statements that there is substantial doubt about our ability to continue as a going concern. A “going concern” opinion indicates that the financial statements have been prepared assuming we will continue as a going concern for one year from the date the financial statements are issued and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result if we do not continue as a going concern. Therefore, you should not rely on our balance sheet as an indication of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to stockholders, in the event of liquidation. We require significant working capital for our plan of operations. We have issued convertible promissory notes which we may not have the ability to repay and may have an adverse effect on our stock price. We have issued and outstanding convertible promissory notes in an aggregate principal amount of $2,235,005, as of April 13, 2026, each of which is convertible into shares of our common stock at the option of the note holders at a conversion price that is below the current market price. A majority of the convertible notes mature during 2026. If we are unable to generate sufficient revenues or raise additional capital, we may not have the ability to repay the convertible notes when due. In such event, the noteholders may elect to convert the convertible notes into equity at a discount to market, which could result in substantial dilution to our existing stockholders. If we are unable to repay or restructure our obligations under the convertible notes, it could have a material adverse effect on our business, financial condition, and results of operations. Furthermore, such notes convert at discount to market and upon conversion will have an adverse effect on our stock price. 30 Risks Related to Ownership of Our Common Stock Due to factors beyond our control, our stock price may be volatile. Any of the following factors could affect the market price of our common stock: · Our failure to generate revenues, increase revenue in each succeeding quarter and achieve and thereafter maintain profitability; · Our failure to meet our revenue and earnings guidance or our failure to meet financial analysts’ performance expectations; · Cybersecurity breaches; · The loss of customers or our failure to attract more customers; · Creditworthiness and solvency of clients; · Loss of key employees; · The sale of a large amount of common stock by our shareholders; · Our announcement of a pending or completed acquisition or our failure to complete a proposed acquisition; · An adverse court ruling or regulatory action; · Changes in regulatory practices, including tariffs and taxes; · Changes in market valuations of similar companies; · Short selling activities; · Our announcement of any financing or a change in the direction of our business; · Dilution upon conversion of convertible notes at a discount to the market price; · Announcements by us, or our competitors, of significant contracts, acquisitions, commercial relationships, joint ventures or capital commitments; or · Other forces outside of our control such as inflation, Federal Reserve interest rate increases and the recessionary environment it could bring, geopolitical turmoil and other developments that could adversely impact the U.S. and global economies and erode investor sentiment. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business. Future issuance of our common stock could dilute the interests of our existing shareholders, particularly in connection with an acquisition and any resulting financing. We require significant financing which may involve the issuance of our securities. We may issue additional shares of our common stock in the future. The issuance of a substantial amount of our common stock or securities convertible into our common stock could substantially dilute the interests of our shareholders. In addition, the sale of a substantial amount of common stock in the public market could have an adverse effect on the market price of our common stock. We have also issued the 2025 Convertible Notes with a conversion price below the current market price of our common stock. The noteholders may elect to convert their notes into equity at a discount to market, which could result in substantial dilution to our existing stockholders and negatively affect the trading price of our common stock. Further, pursuant to that certain securities purchase agreement entered into on September 4, 2025, establishing an equity line of credit, we may sell additional shares of our common stock from time to time. Any such sale and issuance of common stock would increase the number of shares outstanding and may result in substantial dilution to our existing shareholders and adversely affect the trading price of our common stock. 31 Control of the Company is concentrated between two shareholders. Charles Faulkner and Simon Wajcenberg (the “Majority Shareholders”) own in excess of 50% of the voting power of the Company. The Majority Shareholders own an aggregate of 2 shares of the Company’s Series D Preferred Stock. Pursuant to the Series D Preferred Stock Certificate of Designation, holders of Series D Preferred Stock are entitled to vote together with the holders of common stock on all matters submitted to a vote of shareholders and each share of Series D Preferred Stock entitles the holder to voting power equal to 25.5% of the issued and outstanding shares of the Company’s common stock. This concentration of control by the Majority Shareholders means that they may unilaterally affect the decision-making and strategic decisions of the Company and may delay or prevent a change in control transaction, including those that other shareholders may view as beneficial. Further, such concentration of voting power may discourage, prevent, or delay the consummation of transactions that stockholders may consider favorable. Our registration under the Securities Exchange Act of 1934 could be revoked by the Securities and Exchange Commission if we fail to file required reports. If we fail to file reports as required under the Exchange Act, we may lose our registration. While we intend to comply with the Exchange Act’s reporting requirements moving forward, due to lack of working capital we may be unable to comply in the future as we did in the past. If we are unable to comply with the SEC reporting provisions in the future, such failure will affect the liquidity of our common stock and act as a depressant to the price. Due to recent changes to Rule 15c2-11 under the Exchange Act, our common stock may become subject to limitations or reductions on stock price, liquidity or volume. On September 16, 2020, the SEC adopted amendments to Rule 15c2-11 under the Exchange Act. This Rule applies to broker-dealers who quote securities listed on over-the-counter markets such as our common stock. The Rule as amended prohibits broker-dealers from publishing quotations on OTC markets for an issuer’s securities unless they are based on current publicly available information about the issuer. When it becomes effective, the amended Rule will also limit the Rule’s “piggyback” exception, which allows broker-dealers to publish quotations for a security in reliance on the quotations of a broker-dealer that initially performed the information review required by the Rule, to issuers with current publicly available information or issuers that are up to date in their Exchange Act reports. As of this date, we are uncertain as to what actual effect the Rule may have on us. The Rule changes could harm the liquidity and/or market price of our common stock by either preventing our shares from being quoted or driving up our costs of compliance. Our common stock is subject to the “penny stock” rules. Our common stock is classified as a “penny stock.” The SEC has adopted regulations which generally define a penny stock as an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The SEC’s penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and the salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that before a transaction in a penny stock occurs, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s agreement to the transaction. If applicable in the future, these rules may restrict the ability of brokers-dealers to sell our Common Stock and may affect the ability of investors to sell their shares, until our Common Stock no longer is considered a penny stock. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock. Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments. For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, our common stock will not be classified as a “penny stock.” 32 As a former shell company, resales of shares of our restricted common stock in reliance on Rule 144 of the Securities Act are subject to the requirements of Rule 144. We previously were a “shell company” and, as a former shell company, we are subject to additional restrictions. Historically, the SEC staff has taken the position that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, shell companies. Rule 144 is not available for resale of securities issued by any shell companies (other than business combination related shell companies) or any issuer that has been at any time previously a shell company. The SEC has provided an exception to this prohibition, however, if the following conditions are met: · The issuer of the securities that was formerly a shell company has ceased to be a shell company; · The issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); · The issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than current reports on Form 8-K; and · At least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company. Because of our prior history as a shell company, stockholders who receive our restricted securities will only be able to sell them pursuant to Rule 144 without registration for only as long as we continue to meet the requirements set forth above. No assurance can be given that we will meet these requirements going forward. Furthermore, any non-registered securities we sell in the future or issue will have limited or no liquidity until and unless such securities are registered with the SEC and/or until we comply with the foregoing requirements. An adverse judgment in our pending litigation with a former officer and director of the Company may have a materially adverse effect on our financial condition and results of operations. On January 15, 2026, we filed a lawsuit against SAPL and ACL in the United States District Court for the Southern District of Florida, United States District Court seeking rescission of the Share Exchange and temporary injunctive relief to prevent SAPL and ACL from transferring the shares of common stock received pursuant to the Share Exchange. At this time, the Company is unable to predict the outcome of the litigation or estimate the ultimate financial exposure, if any, that may result from the proceedings. An adverse judgement or settlement could have a material adverse effect on the financial condition and results of operations of the Company. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Not applicable for a smaller reporting company. Item 8. Financial Statements and Supplementary Data. F-1 Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 F-4 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for years ended December 31, 2025 and 2024 F-6 Notes to Consolidated Financial Statements 33 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Edgemode, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Edgemode, Inc. (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the company has incurred recurring losses from operations and had not yet achieved profitable operations as of December 31, 2025 which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. F- 1 Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Derivatives Arising from Convertible Notes The valuation of derivative liabilities arising from convertible notes payable represents a significant aspect of the audit due to its materiality and the complexity involved in its assessment. These liabilities are recognized based on the fair value of embedded conversion features associated with convertible notes. The determination of fair value necessitates intricate valuation models, incorporating various assumptions, which are inherently subjective and involve substantial management judgment. To form our overall opinion on the financial statements, our audit procedures included assessing the reasonableness of key inputs used in the company’s valuation models, evaluating the appropriateness of management's valuation methodologies and assumptions, and assessing the impact of changes in these inputs on the fair value measurement. We also performed sensitivity analyses to inspect the potential effects of variations in key assumptions on the reported fair value of the derivative liabilities. Given the significance of these liabilities to the financial statements and the complexity inherent in their valuation, our audit required significant auditor judgment and involved challenging evaluations of subjective inputs. /s/ M&K CPAS, PLLC We have served as the Company’s auditor since 2021. The Woodlands, TX April 13, 2026 2738 F- 2 Edgemode, Inc. Consolidated Balance Sheets December 31, 2025 December 31, 2024 ASSETS Current assets: Cash $ 248,367 $ 103 Prepaid expenses and other current assets 18,791 1,368 Total current assets 267,158 1,471 Unsecured Advances 513,827 – Deferred Offering Costs 495,000 – Land – – Equipment, Net – – Intangible assets - cryptocurrencies 51 32 Total assets $ 1,276,036 $ 1,503 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable and accrued expenses $ 1,175,090 $ 724,217 Accrued payroll 455,989 1,616,090 Deferred Revenue 75,951 – Notes payable 35,000 35,000 Notes payable – related parties 1,774,445 32,725 Convertible notes payable, net of discounts 915,137 323,732 Derivative liabilities 15,424,561 1,992,754 Total current liabilities 19,856,173 4,724,518 Deferred Revenue- Long Term 227,662 Total liabilities 20,083,835 4,724,518 Commitments and contingencies – Stockholders' deficit: Preferred shares, $ 0.001 par value, 5,000,000 shares authorized; – – Series D Preferred Shares, 2 and 0 shares authorized; Par value $ 0.001 ; 2 and 0 shares issued and outstanding, December 31, 2025 and 2024, respectively 1 – Common shares, 7,000,000,000 and 950,000,000 shares authorized; par value $ 0.001 ; 2,998,158,602 and 390,687,459 shares issued and outstanding, December 31, 2025 and 2024, respectively 2,998,159 390,687 Additional paid-in capital 43,308,300 35,371,266 Accumulated deficit ( 65,114,259 ) ( 40,484,968 ) Stockholders' deficit ( 18,807,799 ) ( 4,723,015 ) Total liabilities and stockholders' deficit $ 1,276,036 $ 1,503 The accompanying notes are an integral part of these consolidated financial statements. F- 2 Edgemode, Inc. Consolidated Statements of Operations For the Year Ended December 31, 2025 December 31, 2024 Revenue $ – $ – Cost of revenue – – Gross margin – – Operating expenses: General and administrative expenses 32,443,691 1,403,929 Gain/Loss on cryptocurrencies 34 4,599 Impairment of assets 4,828,220 – Total operating expenses 37,271,945 1,408,528 Loss from operations ( 37,271,945 ) ( 1,408,528 ) Other income (expense): Interest expense ( 6,101,722 ) ( 56,488 ) Penalty on prepayment of Preferred B shares – – Refund of equipment deposit – 425,000 Change in fair value of derivatives 18,892,429 ( 1,795,664 ) Loss on settlement ( 148,053 ) – Other expense – 1,245,621 Total other income (expense), net 12,642,654 ( 181,531 ) Loss before provision for income taxes ( 24,629,291 ) ( 1,590,059 ) Provision for income taxes – – Net loss $ ( 24,629,291 ) $ ( 1,590,059 ) Loss per common share - basic $ ( 0.013 ) $ ( 0.00 ) Loss per common share- diluted $ ( 0.013 ) $ ( 0.00 ) Weighted average shares outstanding - basic 1,948,494,875 390,687,459 Weighted average shares outstanding - diluted 1,948,494,875 390,687,459 The accompanying notes are an integral part of these consolidated financial statements. F- 3 Edgemode, Inc. Consolidated Statements of Changes in Stockholders’ Deficit For the years ended December 31, 2025 and 2024 Series D Preferred Common Additional Preferred Stock Common Stock Paid-In Accumulated Stockholders Shares Awards Shares Amount Capital Deficit Deficit Balance December 31, 2023 – $ – 390,687,459 $ 390,687 $ 35,371,266 $ ( 38,894,909 ) $ ( 3,132,956 ) Net loss – – – – – ( 1,590,059 ) ( 1,590,059 ) Balance December 31,2024 – – 390,687,459 390,687 35,371,266 ( 40,484,968 ) ( 4,723,015 ) Shares issued for cash – – 45,177,578 45,178 454,822 – 500,000 Shares issued for acquisition – – 1,260,246,354 1,260,246 1,890,370 – 3,150,616 Shares issued for settlement of accrued salary – – 513,320,326 513,320 1,026,241 – 1,539,961 Series D shares issued for settlement of accrued salary 2 1 – – 5,286,532 – 5,286,533 Shares issued for note inducement – – 38,650,000 38,650 542,907 – 581,557 Shares issued for conversion of notes payable – – 175,139,715 175,141 1,243,325 – 1,418,466 Shares issued for commitment fee – – 25,000,000 25,000 470,000 – 495,000 Shares issued for Compensation – – 21,833,333 21,833 519,017 – 540,850 Shares issued for cashless exercise of stock options – – 404,005,115 404,005 ( 404,005 ) – – Shares issued for cashless exercise of stock warrants – – 124,098,722 124,099 ( 124,099 ) – – Stock based compensations – – – – 24,246,887 – 24,246,887 Settlement of salary for modification of options – – – – 100,000 – 100,000 Relief of warrant derivative liability upon settlement of notes – – – – 52,096 – 52,096 Relief of warrant derivative liability upon exercise of warrants – – – – 4,028,465 – 4,028,465 Establishment of warrant derivative liability upon issuance of convertible notes – – – – ( 31,395,924 ) – ( 31,395,924 ) Net loss – – – – – ( 24,629,291 ) ( 24,629,291 ) Balance December 31, 2025 2 $ 1 2,998,158,602 $ 2,998,159 $ 43,308,300 $ ( 65,114,259 ) $ ( 18,807,799 ) The accompanying notes are an integral part of these consolidated financial statements. F- 4 Edgemode, Inc. Consolidated Statements of Cash Flows For the Year Ended December 31, 2025 December 31, 2024 Operating Activities: Net loss $ ( 24,629,291 ) $ ( 1,590,059 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Amortization of debt discount 360,551 11,231 Depreciation 303,312 – Impairment of fixed assets and land 4,828,220 – Change in fair value of cryptocurrency 34 4,599 Change in fair value of derivative liabilities ( 18,892,429 ) 1,795,664 Day one interest charge on derivative liabilities 5,665,276 – Stock-based compensation 29,302,270 – Loss on settlement of Notes Payable 148,053 ( 124,562,621 ) Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 17,423 ) 18,890 Accounts payable and accrued expenses 550,241 68,087 Accrued payroll 1,251,860 954,889 Deferred Revenue 303,613 – Net cash provided by operating activities ( 825,713 ) 17,680 Investing Activities: Cash paid for business acquisition ( 183,000 ) – Advance of unsecured funds in connection with business acquisition ( 513,827 ) – Purchase of Property & Equipment ( 47,916 ) – Purchase of cryptocurrencies – ( 4,600 ) Net cash provided by (used in) investing activities ( 744,743 ) ( 4,600 Financing Activities: Proceeds from notes payable 1,327,000 – Proceeds from issuance of common shares, net of offering costs 500,000 – Proceeds from related party advances – 16,725 Payments of related party advances ( 8,280 ) – Payments of convertible notes – ( 30,000 ) Net cash used in financing activities 1,818,720 ( 13,275 _ Net change in cash 248,264 ( 195 ) Cash - beginning of period 103 298 Cash - end of period $ 248,367 $ 103 Supplemental Disclosures: Interest paid $ – $ – Income taxes paid $ – $ – Supplemental Disclosures of Noncash Financing Information: Shares issued for business acquisition $ 3,150,616 $ – Note issued for business acquisition $ 1,750,000 $ – Shares issued for settlement of accrued salary $ 1,539,961 $ – Series D preferred issued for settlement of accrued salary $ 772,000 $ – Modification of stock options for settlement of accrued salary $ 100,000 $ – Conversion of notes payable and derivative liabilities $ 1,418,466 $ – Relief of warrant derivative liability upon settlement of notes $ 52,096 $ – Relief of warrant derivative liability upon exercise of warrants $ 4,028,465 $ – Establishment of new derivative liability on warrants $ 31,395,924 $ – Shares issued for inducement into convertible notes $ 581,557 $ – Derivative liability upon note issuance $ 210,857 $ – Shares issued for deferred offering costs $ 495,000 $ – Shares issued for cashless exercise of stock warrants $ 124,102 $ – Shares issued for cashless exercise of stock options $ 404,005 $ – Convertible note issued for accounts payable $ 20,000 $ – The accompanying notes are an integral part of these consolidated financial statements. F- 5 Edgemode, Inc. Notes to the Consolidated Financial Statements Note 1. Basis of Presentation Edgemode, Inc. (“we,” “our,” the “Company”) was incorporated in Nevada on January 21, 2011. Since its incorporation, the Company has attempted to become involved in a number of prior business ventures, all of which were unsuccessful and which it has abandoned. Our subsidiary, Edgemode Wyoming, was incorporated in the State of Wyoming in March 2020. Between 2021 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 transition from cryptocurrency mining to digital infrastructure colocation services and HPC hosting. Effective April 7, 2025, Edgemode, Synthesis Analytics Production, Ltd. (“SAPL”) and Adler Capital Limited (“ACL”) closed on the Share Exchange dated April 7, 2025 (the “Share Exchange”). 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, intended to design, build, and operate digital infrastructure for HPC with the goal of becoming a leading provider of digital colocation services. Pursuant to a letter dated December 8, 2025, and a complaint filed by the Company in the United States District Court for the Southern District of Florida, the Company intends to seek rescission of the Share Exchange and rescind the shares of Company common stock issued to ACL pursuant to the Share Exchange and the Company has sent notice to Dr. Adler for the termination of the option to purchase common stock issued to Dr. Adler under the Employment Agreement and the termination of such agreement for “cause” as defined under the agreement. Among other material breaches, without limitation, the Company has discovered that the real property and material assets of SAPL were encumbered at the time of the closing of the Share Exchange and remain encumbered and subject to liens. On October 15, 2025, the Company and Blackberry AIF (“BAIF”) entered into a memorandum of understanding (the “MOU”) for the purposes of organizing DC Estate Solutions Cayman Limited, a Cayman Island entity (“DC Estate Solutions”) which was organized by the Company on October 23, 2025. On November 6, 2025, DC Estate Solutions and BAIF entered into a share purchase agreement (the “SPV SPA”). DC Estate Solutions was initially owned and controlled 75% by the Company and 25% by BAIF. The principal of BAIF is Jose Mora. DC Estate Solutions has acquired five property leases, which were previously assigned to and held by BAIF, consisting of 100 hectares of land each located in the Spain cities of Malpica, Caceres, Vianos, Cordoba and Torrecampo (the “Spain Leases”). The Spain Leases are held by wholly owned subsidiaries of DC Estate Solutions. The Spain Leases are for an average term of 35 years at an initial total average cost of $ 96,000 per month for all sites. As a condition of each lease, the payments are subject to meeting certain milestones, such as obtaining a favorable urban compatibility reports and connection points. Under the terms of the Spain Leases, the Company will pay approximately $ 15,000 to the owners of the Cordoba site in 2026. No further payments are expected in 2026. Subsequent to December 31, 2025, and effective January 22, 2026, the Company entered into a Joint Venture Agreement (the “JVA”) by and among the Company, BAIF and DC Estate Solutions, which (i) amends and restates the MOU and (ii) supplements the SPV SPA. Pursuant to the SPA, DC Estate Solutions acquired the equity interests of five special purpose vehicles (the “SPVs”): (i) DC Estate Córdoba SL 300MW, (ii) DC Estate Cáceres SL 300 MW, (iii) DC Estate Vianos SL 300 MW, (iv) DC Estate Malpica SL 300 MW and (v) DC Estate Torrecampo SL 300 MW. As a result of the acquisition of the SPVs, DC Estate Solutions also acquired the Spain Leases. Pursuant to the JVA, DC Estate Solutions shall be owned and controlled 50.1 % by the Company and 49.9 % by BAIF. The purpose of the JVA is to manage and coordinate the development of high-performance computing data center (the “Data Centers”) sites on the properties governed by the Spain Leases. Substantially, all material decisions of the JVA and Joint Venture Company shall require the unanimous consent of the Company and BAIF. Under the JVA, the Company agreed to fund DC Estate Solutions with $3,500,000 USD as follows: (i) $250,000 USD, which was previously paid upon the execution of the MOU, (ii) $250,000 USD, which was previously paid upon execution of the SPA, (iii) $375,000 USD paid on the effectiveness of a notarial public deed in Spain in connection with the transfer of the SPVs to the JVA on the Effective Date, and (iv) $2,625,000 USD payable in monthly installments of $125,000 USD commencing on March 1, 2026. The funds shall be distributed by DC Estate Solutions to BAIF. The Company also agreed to grant to BAIF, or its assignee, a non-qualified option to purchase up to 250,000,000 shares of the Company’s common stock (the “First Mora Option”) at an exercise price of $ 0.02 per share. The First Mora Option is fully vested and exercisable upon the grant date and terminates on the earlier of (i) five years following the date of the First Mora Option or (ii) the termination of the JVA. See Note 13 “ Subsequent Events .” On June 3, 2022 the Company changed its name from Fourth Wave Energy Inc. to Edgemode, Inc. F- 6 Note 2. Summary of Significant Accounting Policies Basis of Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“US GAAP”). The accompanying financial statements include all the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for the fair presentation of the financial statements for the years presented have been included. Principles of consolidation The accompanying consolidated financial statements include the accounts of Edgemode, Inc., the accounts of its 100% owned subsidiaries, EdgeMode Wyoming, Edgemode Mine Co UK Limited, and Synthesis Analytics Production, Ltd. All intercompany transactions and balances have been eliminated in consolidation. Segments Reporting The Company manages its operations as a single segment for the purpose of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its executive management committee. The CODM allocates resources and evaluates the performance of the Company using information about net income from operations. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could materially differ from these estimates. It is reasonably possible that changes in estimates will occur in the near term. Risks and Uncertainties The Company's business and operations are sensitive to general business and economic conditions in the United States and other countries that the Company operates in. A host of factors beyond the Company's control could cause fluctuations in these conditions. Adverse conditions may include recession, downturn or otherwise, local competition or changes in consumer taste. These adverse conditions could affect the Company's financial condition and the results of its operations. Cash and Cash Equivalents The Company considers short-term, highly liquid investment with original maturities of three months or less at the time of purchase to be cash equivalents. Cash consists of funds held in the Company’s checking account. F- 7 Fair Value Measurements Generally accepted accounting principles define fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and such principles also establish a fair value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority): · Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. · Level 2 – Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. · Level 3 – Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable. The following fair value hierarchy table presents information about the Company’s liabilities measured at fair value on a recurring basis: Schedule of liabilities measured at fair value Fair Value Measurements at December 31, 2025 Level 1 Level 2 Level 3 Liabilities: Derivative liabilities $ – $ – $ 15,424,561 Fair Value Measurements at December 31, 2024 Level 1 Level 2 Level 3 Liabilities: Derivative liabilities $ – $ – $ 1,992,754 The Company had no assets valued using level 1, level 2, or level 3 inputs as of December 31, 2025 or December 31, 2024. Derivative Financial Instruments Derivatives are measured at their fair value on the balance sheet. In determining the appropriate fair value, the Company uses a binomial calculator model. Changes in fair value are recorded in the consolidated statements of operations. F- 8 Income Taxes Income taxes are provided for the tax effects of transactions reporting in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of receivables, inventory, property and equipment, intangible assets, and accrued expenses for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Any deferred tax items of the Company have been fully valued based on the determination of the Company that the utilization of any deferred tax assets is uncertain. The Company complies with FASB ASC 740 for accounting for uncertainty in income taxes recognized in a company’s financial statements, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. FASB ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. Revenue Recognition We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. This standard provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. Our High Performance Computing (“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. The Company charges colocation fees for the use of its facilities, and other related fees. In addition, digital colocation customers typically pay for energy used in connection with the customer colocation services agreement on a pass-through basis, which may be on a fixed or variable basis calculated on the portion of energy used by the customer on the site. The Company satisfies the performance obligation when the customer has the ability to direct the use and obtain substantially all of the remaining benefits of the good or service. Revenue is recognized over time as customers simultaneously receive and consume the benefits because another party would not need to substantially reperform the work completed by the Company were that other party to fulfill the remaining performance obligation to the customer. Revenue is recognized upon confirmation of the Company’s power usage by the electricity provider and billed at the rates outlined in each customer contract on a monthly basis. Stock-Based Compensation The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 2018-07 (ASC 2018-07). All transactions in which the consideration provided in exchange for the purchase of goods or services consists of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. F- 9 Reclassifications Certain reclassifications have been made to our prior year’s consolidated financial statements to conform to our current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit. Advertising The Company expenses advertising costs as they are incurred. The Company had no advertising costs for the year ended December 31, 2025 and 2024. Deferred Offering Costs The Company had capitalized qualified direct costs related to its efforts to raise capital through a sale of its common stock in a private offering related to the issuance of 25,000,000 shares of common stock with a value of $ 495,000 as of December 31, 2025. and amortized ratably upon sales under the offering, and upon completion, they will be reclassified to additional paid-in capital as a reduction of the offering proceeds. If the Company terminates the offering or there is a significant delay, all of the deferred offering costs will be immediately written off to operating expenses. Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) : Improvements to Reportable In December 2023, the FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). This ASU is intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income. The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period. ASU 2023-08 requires a cumulative-effect adjustment to the opening balance of retained earning as of the beginning of the annual reporting period in which the entity adopts the amendment and is effective for all reporting companies for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, with early adoption permitted. The Company adopted the standard effective January 1, 2025. As a result of the de minimis balances of cryptocurrencies held as of December 31, 2024 and the current fair value as of December 31, 2025, the Company recorded all changes in fair value in the current period with no cumulative effect on the opening balance of retained earnings. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) : Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The Company adopted this standard effective January 1, 2025, which did not have a material impact on the Company’s condensed consolidated financial statements. In November 2024, the FASB issued ASU 2024-03 , Disaggregation of Income Statement Expenses , and in January 2025, the FASB issued ASU 2025-01 , Clarifying the Effective Date (“ASU 2025-01”). The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items. The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures. F- 10 Note 3. Going Concern These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31,2025, the Company had not yet achieved profitable operations and expects to incur further losses and requires significant capital to continue its operations and, there are no assurances that the Company will receive adequate funding, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern. Note 4. Related Party Transactions Pursuant to the terms of the Share Exchange, the Edgemode board of directors increased the number of seats on the board to three members and Niclas Adler, the chief executive officer of SAPL, was appointed to fill the vacancy. The board further approved Edgemode to enter into an employment agreement with Dr. Adler and appoint Dr. Adler as Chief Technology Officer of Edgemode (the “Adler Employment Agreement”). Pursuant to the terms of the Adler Employment Agreement, Dr. Adler will be paid an annual base salary of $ 400,000 and has been issued a five-year non-qualified stock option to purchase up to 385,789,700 shares of Edgemode common stock at an exercise price of $0.005. Additionally, based on Dr. Adler’s time devoted to Edgemode, he will be entitled to receive a quarterly bonus of $150,000. These terms are based on full-time engagement and it has been agreed that Dr. Adler will have a 50% engagement for the first three months of his employment. Dr. Adler subsequently resigned from the board. The Adler Employment Agreement may be terminated with cause at any time and, if terminated with cause, Dr. Adler would be entitled to compensation only for the period ending with the date of such termination. The Adler Employment Agreement may also be terminated by Edgemode without cause upon providing Dr. Adler with 30 days’ prior written notice. In the event of termination without cause, Edgemode would continue to pay Dr. Adler his annual base salary and any benefits for the lesser of: (i) the balance of the term of the Adler Employment Agreement or (ii) 12 months from the date of termination, together with any performance bonuses (as defined in the Adler Employment) which may have been earned as of the date of termination. Pursuant to a letter dated December 8, 2025, and a complaint filed by the Company in the United States District Court for the Southern District of Florida, the Company intends to seek rescission of the Share Exchange and rescind the shares of Company common stock issued to ACL pursuant to the Share Exchange and the Company has sent notice to Dr. Adler for the termination of the option to purchase common stock issued to Dr. Adler under the Employment Agreement and the termination of such agreement for “cause” as defined under the agreement. Among other material breaches, without limitation, the Company has discovered that the real property and material assets of SAPL were encumbered at the time of the closing of the Share Exchange and remain encumbered and subject to liens. During the year ended December 31, 2025, in satisfaction of $ 769,989 of the accrued salary for each of Mr. Faulkner and Mr. Wajcenberg, the Company (1) agreed to issue to each of Charles Faulkner and Simon Wajcenberg 256,660,163 shares of restricted common stock at a conversion price of $0.003 per share and (2) amended options held by each of Mr. Faulkner and Mr. Wajcenberg to (i) purchase up to 76,619,603 shares of the Company’s common stock at an exercise price of $0.10 per share, as amended on March 3, 2023, which vest upon the closing of the purchase of at least $15 million of crypto mining equipment (the “2022 Options”) and (ii) purchase up to 77,000,000 shares of the Company’s common stock at an exercise price of $0.04 per share, which shall vest upon the Company closing on the purchase of at least $15 million of crypto mining equipment (the “2023 Options”), to eliminate the vesting requirements of the 2022 Options and 2023 options. The 2022 Options and 2023 Options are fully vested as of February 1, 2025. As a result of the removal of the vesting conditions on the outstanding options, the Company recorded $ 24,246,887 in stock-based compensation during the year ending December 31, 2025. F- 11 In addition, in satisfaction of $ 50,000 of the accrued salary for each of Mr. Faulkner and Mr. Wajcenberg, the Company amended each of Mr. Faulkner and Mr. Wajcenberg options to purchase up to: (1) 31,979,352 shares of the Company’s common stock dated January 31, 2022, exercisable at $0.06 per share (the “January 2022 Grants”); (2) 76,619,303 shares of the Company’s common stock dated September 12, 2022, as amended, exercisable at $0.10 per share (the “September 2022 Grants”) and (3) 77,000,000 shares of the Company’s common stock dated March 1, 2023, exercisable at $0.04 per share (the “2023 Grants”; the January 2022 Grants, September 2022 Grants, and the March 2023 Grants; collectively the “Option Grants”), to reduce the exercise price of the Option Grants to $ 0.005 per share. The options were revalued on the modification date for the change in exercise price using a the Black-Scholes option pricing model and the fair value of the options under the new terms as compared to the old terms did not result in an incremental increase in fair value in excess of the salary settled. Pursuant to the Share Exchange, Mr. Faulkner and Mr. Wajcenberg entered into amendments to their Executive Employment Agreements, to increase their base salary to $ 400,000 per annum and a quarterly bonus of up to $ 150,000 at the discretion of the Board. Additionally, the Board approved the issuance of stock option grants to purchase up to 257,193,133 shares of common stock to each Mr. Faulkner and Mr. Wajcenberg. The common stock options have an exercise price of $0.005, are exercisable immediately, and have a term of 5 years. On December 10, 2025, the Company issued to Mr. Faulkner and Mr. Wajcenberg each 1 share of Series D Preferred stock in exchange for the settlement of accrued salaries of $ 386,000 for each of the officers. The Company determined that the shares had value in excess of the stated value in the amount of $ 4,514,533 , which the Company recorded as compensation expense to the officers. As of December 31, 2025 and December 31, 2024, the Company owed the executive officers of the Company $ 455,989 and $ 1,616,090 in accrued payroll for services performed. As of December 31, 2025 and December 31, 2024, the Company owed the executive officers $ 24,455 and $ 32,725 , respectively, for working capital advances. The advances are non-interest bearing and are due on demand. Note 5. Asset Acquisition Effective April 7, 2025 (the “Effective Time” or “Closing Date”), Edgemode, SAPL and ACL the Share Exchange. 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 with a fair value of $ 3,150,616 based on the closing price on the closing date. At the time of acquisition SAPL owns a piece of land, various power and connection agreements to the Marviken data center and an option to enter into a lease for a 1,100 square meter building at the Marviken location. At the time of the acquisition the option agreement had a remaining term of 9 months, which the Company will make 9 remaining monthly payments of approximately $30,000. As of December 31, 2025, the option term with an estimated value of $ 180,053 classified under other current assets on the accompanying balance sheet. As of December 31, 2025, no additional payments have been made on the option agreement and the Company owes, $ 270,079 , which is included in accounts payable and accrued expenses on the balance sheet. As part of the consideration for the transaction, the Company agreed to assume the $ 1,750,000 promissory note issued by Marviken TWO AB dated December 4, 2024. The loan will bear interest at a rate of 5% and has a maturity date of December 3, 2027. As a result of the transaction, the loan is included in the balance of the Notes payable – related parties on the accompanying balance sheet. F- 12 The Company determined the acquisition should be accounted for as an asset acquisition as SAPL did not contain an integrated set of inputs and outputs under ASC 805. The aggregate purchase price was comprised as follows: Schedule of aggregate purchase price Cash $ 183,000 Note payable 1,750,000 Fair value of common shares issued 3,150,616 Total Purchase Consideration $ 5,083,616 Land $ 880,000 Power purchase agreement 4,203,616 Total Purchase Consideration $ 5,083,616 Subsequent to the closing of the acquisition, the Company learned of material breaches of the Share Exchange whereby the Company was not able to take possession of the assets as described. As further described in Note 12 Commitments and Contingencies, the Company has file a lawsuit against ACL seeking rescission of the Share Exchange and temporary injunctive relief to prevent SAPL and ACL from transferring the shares of common stock received pursuant to the Share Exchange and damages related thereto. As a result of the uncertainty, the Company has fully impaired the assets from the SAPL acquisition as of December 31, 2025. Note 6. Unsecured advances On October 15, 2025, the Company and Blackberry AIF SL (“BAIF”) entered into a memorandum of understanding (the “MOU”) for the purposes of organizing DC Estate Solutions Cayman Limited, a Cayman Island entity (the “SPV”) which was organized by the Company on October 23, 2025. Upon execution of the MOU the Company paid BAIF $ 250,000 and the Company paid BAIF an additional $ 250,000 on the closing of the SPV SPA. In addition, the Company has paid an additional $ 13,827 on behalf of BAIF for various expense incurred as part of the transaction. The advances are unsecured and bear no interest. See “Note 13. Subsequent Events ” for details on the closing of the acquisition. Note 7. Equity Preferred shares We are authorized to issue 5,000,000 shares of preferred stock. Shares of preferred stock may be issued from time to time in one or more series as may be determined by our Board. The voting powers and preferences, the relative rights of each such series and the qualifications, limitations and restrictions of each series will be established by the Board. Our directors may issue preferred stock with multiple votes per share and dividend rights which would have priority over any dividends paid with respect to the holders of our common stock. F- 13 Series B On July 19, 2022, the Company designated 1,000,000 shares of its original 5,000,000 authorized shares of Preferred Stock as Series B Preferred Stock (“Series B”) with a $ 0.001 par value and a stated value of $1.00 per share. The Series B Convertible Preferred Stock ranks senior to the common stock with respect to dividends and right of liquidation and has no voting rights. The Series B Convertible Preferred Stock has a 8 % cumulative annual dividend. In the event of default, the dividend rate increases to 22%. The Company may not, with consent of a majority of the holders of Series B Convertible Preferred Stock, alter or changes the rights of the Series B Convertible Preferred Stock, amend the articles of incorporation, create any other class of stock ranking senior to the Series B Convertible Preferred Stock, increase the authorized shares of Series B Convertible Preferred Stock, or liquidate or dissolve the Company. Beginning 180 days from issuance, the Series B Convertible Preferred Stock may be converted into common stock at a price based on 65% of the average of the two lowest trading prices during the 15 days prior to conversion. The Company may redeem the Series B Convertible Preferred Stock during the first 180 days from issuance, subject to early redemption penalties of up to 25%. The Series B Convertible Preferred Stock must be redeemed by the Company 12 months following issuance if not previously redeemed or converted. Based on the terms of the Series B Convertible Preferred Stock, the Company determined that the preferred stock is mandatorily redeemable and will be accounted for as a liability under ASC 480. As of December 31, 2025, there are no shares of the Series B preferred shares outstanding. Series D On December 10, 2025, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series D Preferred Stock. Pursuant to the Series D Preferred Stock Certificate of Designation, the Board designated a new series of the Company’s preferred stock, the Series D Preferred Stock, par value $ 0.001 per share. The Series D Preferred Stock Certificate of Designation authorized the Company to issue 2 shares of Series D Preferred Stock. Pursuant to the Series D Preferred Stock Certificate of Designation, holders of Series D Preferred Stock are entitled to vote together with the holders of common stock on all matters submitted to a vote of shareholders and each share of Series D Preferred Stock entitles the holder to voting power equal to 25.5% of the issued and outstanding shares of the Company’s common stock. The Series D Preferred Stock are not convertible, do not earn dividends, and are not redeemable. On December 10, 2025, the Company issued to each of the officers 1 share of Series D Preferred stock in exchange for the settlement of accrued salaries of $ 386,000 for each of the officers. The Company determined that the shares had value in excess of the stated value in the amount of $ 4,514,533 , which the Company recorded as compensation expense to the officers. Common shares As of December 31, 2025, the Company has authorized 7,000,000,000 shares of common stock, par value of $ 0.001 , and, as of December 31, 2025, has issued 2,998,158,602 shares of common stock. All of the common shares have the same voting rights and liquidation preferences. On February 27, 2025, the board of directors of the Company adopted a resolution to amend the Company’s Articles of Incorporation to increase the number of authorized shares of common stock to 7 billion. On March 3, 2025, shareholder approval was obtained through the written consent of the holder of the Series C Preferred Stock. The Charter Amendment was effective on April 7, 2025. As discussed in Note 5 above, the Company issued 1,260,246,354 shares of common stock for the acquisition of SAPL. As discussed in Note 4 above, the Company issued 513,320,326 shares of common stock for the forgiveness of $ 1,539,961 of accrued salary. The shares issued had a fair value of $ 1,283,301 of the date of issuance, and as such the Company recorded the value forgiven in excess of the fair value as a contribution of capital. As discussed in Note 8 below, the Company issued 175,139,715 shares of common stock for the conversion of notes payable. As discussed in Note 8 below, the Company issued 38,650,000 shares of common stock in connection with the issuance of convertible notes payable. F- 14 During the year ended December 31, 2025, the Company received $ 500,000 in cash proceeds for the sale of 45,177,578 shares of common stock. During the year ended December 31, 2025, the Company issued 21,833,333 shares of restricted common stock for services to outside consultants for an aggregate value of $ 540,850 . On the date of issuance, the shares are fully earned and non-forfeitable. During the year ended December 31, 2025, the Company’s Chief Financial Officer exercised outstanding options on a cashless basis and 404,005,115 shares were issued in exchange. During the year ended December 31, 2025, holders of 161,000,000 common stock warrants exercised on a cashless basis and 124,098,722 common shares were issued in exchange. Equity Line of Credit Agreement On September 4, 2025, the Company entered into a Securities Purchase Agreement (the “ELOC Agreement”) with an Accredited Investor (“Investor”). Pursuant to the ELOC Agreement, the Company agreed to sell, and the Investor agreed to purchase up to $ 50,000,000 (the “Commitment Amount”) of the Company’s common stock, par value $0.001 per share (the “Purchase Shares”). The transactions contemplated by the ELOC Agreement are subject to the Company registering the Investor’s resale of the Purchase Shares on a registration statement to be filed with the Securities and Exchange Commission (“SEC”). Concurrent with the execution of the ELOC Agreement, the Company entered into a registration rights agreement with the Investor (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement on Form S-1 (the “ELOC Registration Statement”) with the SEC covering the resale of the Purchase Shares sold under the ELOC, within 45 days of the date of execution of the ELOC Agreement and Registration Rights Agreement and to use its best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date. The registration rights granted under the Registration Rights Agreement are subject to certain conditions and limitations and are subject to customary indemnification and contribution provisions. In connection with entering into the ELOC Agreement, the Company agreed to immediately issue to the Purchaser, 25,000,000 restricted shares of common stock as commitment shares. The commitment shares were recorded at their fair value based on the closing price on date of issuance, or $ 495,000 and are recorded as deferred offering cost and will reduce the net proceeds received once the ELOC shares are sold. As of December 31, 2025, no shares have been sold under the ELOC. See Note 13 “ Subsequent Events ” for subsequent sales under the ELOC. F- 15 Stock Options As discussed in Note 4 above, the Company modified 307,239,206 options that were previously vesting upon certain milestones to remove the vesting conditions and become exercisable immediately. As a result, the Company recognized $ 21,679,711 of expense related to these options. In addition, as discussed in Note 4 above, the Company amended 371,197,910 options to reduce the exercise price to $0.005. The modification resulted in a de-minimus increase in fair value and as a result no additional expense was recognized During the year ended December 31, 2025, the Company issued stock options to purchase up to 900,175,966 shares of common stock as discussed in Note 4 above to the directors of the Company (including Dr. Adler) at an exercise price of $0.005, which vested immediately and have a term of 5 years. During the year ended December 31, 2025, the Company issued stock options to purchase up to 128,596,567 shares of common stock to a consultant of the Company at an exercise price of $0.005, which vested immediately and have a term of 5 years. Pursuant to a letter dated December 8, 2025, and a complaint filed by the Company in the United States District Court for the Southern District of Florida, the Company intends to seek rescission of the Share Exchange and rescind the shares of Company common stock issued to ACL pursuant to the Share Exchange and the Company has sent notice to Dr. Adler for the termination of the option to purchase common stock issued to Dr. Adler under the Employment Agreement and the termination of such agreement for “cause” as defined under the agreement. Among other material breaches, without limitation, the Company has discovered that the real property and material assets of SAPL were encumbered at the time of the closing of the Share Exchange and remain encumbered and subject to liens. See Note 12 “ Commitments and Contingencies .” The fair value of the common stock options was estimated using a black-scholes model with the following assumptions: Schedule of assumptions used for valuation Stock price $ 0.0025 Exercise price $ 0.005 Expected term 2.5 - 5 years Volatility 311.87% - 401.47% Dividend Yield 0 % Risk-free rate 3.73% - 3.82% Common stock option fair value $ 2,567,176 F- 16 During the year ended December 31, 2025 and 2024, the Company recorded $ 24,246,887 and $ 0 , respectively of stock-based compensation related to the common stock option transactions. As of December 31, 2025, the Company has $849,996 of value remaining to be expensed based upon completions of milestones. The following table summarizes the stock option activity for the year ended December 31, 2025: Schedule of stock option activity Options Weighted-Average Exercise Price Per Share Outstanding, December 31, 2023 398,284,669 $ 0.086 Granted – – Exercised – – Forfeited – – Expired – – Outstanding, December 31, 2024 398,284,669 $ 0.086 Granted 1,028,772,533 $ 0.005 Exercised ( 442,792,088 ) $ ( 0.005 ) Forfeited ( 385,789,700 ) $ ( 0.005 ) Expired – – Outstanding, December 31, 2025 598,475,414 $ 0.019 As of December 31, 2025, the Company had 598,475,414 stock options that were exercisable and 137,473 that are in dispute. The weighted average remaining life of all outstanding stock options was 3.36 years as of December 31, 2025. Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option and the fair value of the Company’s common stock for stock options that were in-the-money at period end. As of December 31, 2025, the intrinsic value for the options vested and outstanding was $ 20,569,992 and $ 20,575,628 , respectively. Stock Warrants The following table summarizes the stock warrant activity for the years ended December 31, 2025 and 2024: Schedule of stock warrant activity Warrants Weighted-Average Exercise Price Per Share Outstanding, December 31, 2023 9,530,000 $ 0.50 Granted – – Exercised – – Forfeited – – Expired – – Outstanding, December 31, 2024 9,530,000 $ 0.50 Granted 452,270,000 $ 0.01 Exercised ( 161,000,000 ) $ 0.01 Forfeited – – Expired – – Outstanding, December 31, 2025 300,800,000 $ 0.01 On September 15, 2025, as a result of the new issuance of convertible notes with an exercise price lower than the current exercise price listed in the notes, 9,230,000 of the outstanding warrants were repriced to the new exercise price with a reciprocal increase in the number of outstanding warrants. As a result the Company issued 452,270,000 new warrants and all warrants have an exercise price of $ 0.01 . The Company did not record any additional expense or deemed dividend upon the reprice event under the provision of ASC 815-40. The weighted average remaining life of all outstanding stock warrants was 0.89 years as of December 31, 2025. F- 17 Note 8. Notes Payable Notes Payable The Company has outstanding notes payables in the amount of $ 35,000 . These loans were advanced as due on demand and no communication has been received from the original lenders. Equipment Notes Payable In 2021, the Company entered into multiple financing agreements whereby the company agreed to purchase assets related to its crypto mining operations. The financing agreements required a down payments in the aggregate of $ 600,408 and 24 equal monthly payments. The Company used a 15% discount rate to determine the net present value of the loan value in the aggregate of $ 2,441,591 . On July 11, 2022, the Company terminated its agreements with the vendor for the financed equipment described above. As of December 31, 2023 the balance on the loans was $ 1,179,972 . As of December, 31, 2024, the Company received confirmation from the vendor that it accepted the termination and that no further amounts are due under the agreement. As such the Company has recorded a gain on settlement of liabilities of $ 1,245,621 for the equipment note payable and amounts recorded under accounts payable. Convertible notes payable 1800 Diagonal Lending Notes On April 11, 2023, the Company entered into a Securities Purchase Agreement effective April 20, 2023 with 1800 Diagonal Lending LLC (“1800 Diagonal”), an accredited investor, pursuant to which the Company sold the investor an unsecured promissory note in the principal amount of $ 60,760 (the “April Promissory Note”). The Company received net proceeds of $ 50,000 in consideration of the issuance of the April Promissory Note after original issue discount of $ 6,510 and legal fees of $ 4,250 . The aggregate debt discount of $ 10,760 is being amortized to interest expense over the respective term of the note. The April Promissory Note shall incur a one-time interest charge of 13 %, which is added to the principal balance, has a maturity date of March 11, 2024 , and requires monthly payments of $ 7,629 beginning on September 15, 2023. The April Promissory Note is convertible into common shares of the Company upon an event of default, at a rate of 71% of the lowest price for the preceding 20 trading days. In addition, upon default, the Company must repay an amount equal to 150% of the then outstanding amount of principal and accrued interest combined. During the year ended December 31, 2025 the Company issued 15,431,359 shares for the conversion of the outstanding principal and accrued interest of $ 31,564 . As of December 31, 2025, the note has been settled in full. In addition, on April 11, 2023, the Company entered into an additional Securities Purchase Agreement effective April 20, 2023 with 1800 Diagonal, pursuant to which the Company sold the investor an unsecured promissory note in the principal amount of $ 56,962 , which bears interest at a rate of 8 %, or 22% in the event of default, and matures on April 11, 2024 (the “Convertible Note”). The Company received net proceeds of $ 50,000 in consideration of issuance of the Convertible Note after original issue discount of $ 2,712 and legal fees of $ 4,250 . The aggregate debt discount of $6,962 is being amortized to interest expense over the respective term of the note. The Convertible Note is convertible into common shares of the Company, beginning on the sixth-month anniversary, at a rate of 65% of the average of the three of the lowest prices for the preceding 15 trading days. In addition, upon default, the Company must repay an amount equal to 150% of the then outstanding amount of principal and accrued interest combined. During the year ended December 31, 2025 the Company issued 51,805,600 shares for the conversion of the outstanding principal and accrued interest of $ 107,426 . As of December 31, 2025, the note has been settled in full. F- 18 On August 4, 2023, the Company entered into a Securities Purchase Agreement with 1800 Diagonal, pursuant to which the Company sold the investor an unsecured original issuance discount promissory note in the principal amount of $ 71,450 (the “August Promissory Note”). The Company received net proceeds of $ 60,000 in consideration of issuance of the August Promissory Note after original issue discount of $ 7,200 and legal fees of $ 4,250 . The aggregate debt discount of $11,450 is being amortized to interest expense over the respective term of the note. The August Promissory Note shall incur a one-time interest charge of 13%, which is added to the principal balance, has a maturity date of May 24, 2024 , and requires monthly payments of $ 8,971 beginning on September 15, 2023. The August Promissory Note is convertible into common shares of the Company at any time following an event of default at a rate of 71% of the lowest trading price of the Company’s common stock during the twenty prior trading days. In addition, upon default, the Company must repay an amount equal to 150% of the then outstanding amount of principal and accrued interest combined. During the year ended December 31, 2025 the Company issued 46,214,206 shares for the conversion of the outstanding principal and accrued interest of $ 98,436 . As of December 31, 2025, the note has been settled in full. On October 20, 2023, the Company received notice from 1800 Diagonal, the holder of the April Promissory Note, Convertible Note and August Promissory Note (collectively, the “1800 Notes”) that such notes were in default. The holder has made demand for the immediate payment of the 1800 Notes of a sum representing 150% of the remaining outstanding principal balances of the 1800 Notes in the aggregate of $250,009, together with accrued interest and default interest as provided for in the 1800 Notes. As a result of the default, the 1800 Notes became convertible into common stock and an additional $ 88,618 of principal was added to the note balance. In addition, as a result of the default the notes became convertible at a variable rate resulting in derivative liability accounting under ASC 815. The fair value of the derivative on the date of default was charged directly to interest expense, as the notes are past due. On April 25, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company sold the investor an unsecured promissory note in the principal amount of $ 60,000 (the “April 25, 2023 Note”). The Company received proceeds of $ 60,000 in consideration of issuance of the April 25, 2023 Note. The April 25, 2023 Note shall bear interest at a rate of 10 % and have a maturity date of May 26, 2023 . The April 25, 2023 Note has a prepayment percentage of 130% for the period beginning on the issuance date and ending on the maturity date. During the year ended December 31, 2025 the Company issued 31,500,000 shares for the settlement of the outstanding principal and accrued interest of $ 63,000 , which resulted in a loss on settlement of $ 75,600 . As of December 31, 2025, the note has been settled in full. In addition, on April 26, 2023, the Company entered into a Promissory Note Purchase Agreement with another investor, pursuant to which the Company sold the investor an unsecured convertible promissory note in the principal amount of $ 57,502 (the “April 26, 2023 Note”). The Company received gross proceeds of $ 57,502 in consideration of issuance of the April 26, 2023 Note. The April 26, 2023 Note shall bear interest at a rate of 10 % and have a maturity date of May 26, 2023 . The April 26, 2023 Note has a prepayment percentage of 130% for the period beginning on the issuance date and ending on the maturity date. During the year ended December 31, 2025 the Company issued 30,188,550 shares for the settlement of the outstanding principal and accrued interest of $ 60,377 , which resulted in a loss on settlement of $ 72,453 . As of December 31, 2025, the note has been settled in full. On August 15, 2025, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company sold the accredited investor an unsecured original issue discount promissory note in the principal amount of $ 81,600 . The Company received net proceeds of $ 60,000 after original issue discount of $ 13,600 and legal fees of $ 8,000 . The Promissory Note shall incur a one-time interest charge of 15 % equal to $ 12,240 , which is added to the principal balance, has a maturity date of May 16, 2026 . The note is convertible into common shares of the Company upon an event of default, at a rate of 71% of the lowest price for the preceding 20 trading days. The aggregate debt discount of $ 33,840 is being amortized to interest expense over the respective term of the note. As of December 31, 2025, the balance on the note is $ 93,840 . F- 19 On September 2, 2025, the Company entered into a securities purchase agreement with ClearThink, pursuant to which the Company sold ClearThink the “First Promissory Note” in the principal amount of $ 172,500 for which the Company received net proceeds of $ 150,000 after original issue discount of $ 22,500 . The First Promissory Note shall incur a one-time interest charge of 12 % equal to $ 20,700 , which is added to the principal balance, has a maturity date of August 31, 2026 . The note is convertible into common shares of the Company after 180 days, at a rate of $0.01, but in the event the trading price is below $ 0.01 for 5 consecutive trading days the conversion price resets to $ 0.0075 ; if the trading price falls below $0.0075 for 5 consecutive days, the fixed price is eliminated and re-adjusted every 21 days. The aggregate debt discount of $ 43,200 is being amortized to interest expense over the respective term of the note. As of December 31, 2025, the balance on the note is $ 193,200 . On September 9, 2025, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company sold the accredited investor an unsecured original issue discount promissory note in the principal amount of $ 81,600 for which The Company received net proceeds of $ 60,000 after original issue discount of $ 13,600 and legal fees of $ 8,000 . The note is convertible into common shares of the Company upon an event of default, at a rate of 71 % of the lowest price for the preceding 20 trading days. The aggregate debt discount of $ 21,600 is being amortized to interest expense over the respective term of the note. As of December 31, 2025, the balance on the note is $ 93,840 . On September 15, 2025, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company sold an accredited investor an unsecured original issue discount promissory note in the principal amount of $ 287,500 for which the Company received net proceeds of $ 244,000 after original issue discount of $ 37,500 and legal fees of $ 6,000 . The Promissory Note shall incur a one-time interest charge of 10 % equal to $ 28,750 , which is added to the principal balance, and has a maturity date of September 15, 2026 . In connection with the agreement, the Company issued to the accredited investor 8,500,000 shares of common stock as inducement shares with relative fair value of $ 174,517 which was recorded as a discount on the note. The note is convertible into common shares of the Company, at the lower of $ 0.01 or 65 % of the lowest price for the preceding 10 trading days. As a result of the variable conversion rate, the conversion feature must be separated from the note resulting in derivative liability accounting under ASC 815. The fair value of the derivative on the date of issuance was recorded as a debt discount up to the face value of the note with the excess being charged directly to interest expense. See further discussion under “Note 9. Derivative Liabilities .” The aggregate debt discount of $ 316,250 is being amortized to interest expense over the respective term of the note. As of December 31, 2025, the balance on the note is $ 316,250 . On September 18, 2025, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company sold an unsecured original issue discount promissory note in the principal amount of $ 115,000 for which the Company received net proceeds of $ 94,000 after original issue discount of $ 15,000 and legal fees of $ 6,000 . The Promissory Note shall incur a one-time interest charge of 10 % equal to $ 9,200 , which is added to the principal balance, and has a maturity date of September 18, 2026 . In connection with the agreement, the Company issued to the accredited investor 3,400,000 shares of common stock as commitment shares. The proceeds from the sale of the unsecured original issue discount promissory note shall be used for working capital. The Company paid $ 6,000 to the accredited investor and its counsel for legal fees. The note is convertible into common shares of the Company, at a rate of $0.01 and if after 180 days, the trading price is below $ 0.01 for 5 consecutive trading days the conversion price resets to $ 0.0075 ; if the trading price falls below $0.0075 for 5 consecutive days, the fixed price is eliminated and re-adjusted every 21 days. As a result of the variable conversion rate on the other outstanding notes, the conversion feature must be separated from the note resulting in derivative liability accounting under ASC 815. The fair value of the derivative on the date of issuance was recorded as a debt discount up to the face value of the note with the excess being charged directly to interest expense. See further discussion under “Note 9. Derivative Liabilities .” The aggregate debt discount of $ 121,000 is being amortized to interest expense over the respective term of the note. As of December 31, 2025, the balance on the note is $ 124,200 . On September 23, 2025, the Company entered into a security purchase agreement with an accredited investor, pursuant to which the Company sold an unsecured original issue discount promissory note in the principal amount of $ 143,750 for which the Company received net proceeds of $ 119,000 after original issue discount of $ 18,750 and legal fees of $ 6,000 . The Promissory Note shall incur a one-time interest charge of 10 % equal to $ 14,375 , which is added to the principal balance, and has a maturity date of September 23, 2026 . In connection with the agreement, the Company issued to the accredited investor 4,250,000 shares of common stock as inducement shares with a relative fair value of $ 71,400 which was recorded as a discount on the note The note is convertible into common shares of the Company, at the lower of $ 0.01 or 65 % of the lowest price for the preceding 10 trading days. As a result of the variable conversion rate the conversion feature must be separated from the note resulting in derivative liability accounting under ASC 815. The fair value of the derivative on the date of issuance was recorded as a debt discount up to the face value of the note with the excess being charged directly to interest expense. See further discussion under “Note 9. Derivative Liabilities .” The aggregate debt discount of $ 158,125 is being amortized to interest expense over the respective term of the note. As of December 31, 2025, the balance on the note is $ 158,125 . F- 20 On September 23, 2025, the Company entered into a second security purchase agreement with an accredited investor, pursuant to which the Company sold an unsecured original issue discount promissory note in the principal amount of $ 143,750 for which the Company received net proceeds of $ 119,000 after original issue discount of $ 18,750 and legal fees of $6,000 . The Promissory Note shall incur a one-time interest charge of 10 % equal to $ 14,375 , which is added to the principal balance, and has a maturity date of September 23, 2026 . In connection with the agreement, the Company issued to the accredited investor 4,250,000 shares of common stock as inducement shares with a relative fair value of $ 71,400 which was recorded as a discount on the note. The note is convertible into common shares of the Company, at the lower of $ 0.01 or 65 % of the lowest price for the preceding 10 trading days. As a result of the variable conversion rate the conversion feature must be separated from the note resulting in derivative liability accounting under ASC 815. The fair value of the derivative on the date of issuance was recorded as a debt discount up to the face value of the note with the excess being charged directly to interest expense. See further discussion under “Note 9. Derivative Liabilities .” The aggregate debt discount of $ 158,125 is being amortized to interest expense over the respective term of the note. As of December 31, 2025, the balance on the note is $ 158,125 . On October 3, 2025, the Company entered into a securities purchase agreement dated September 30, 2025 with an accredited investor, pursuant to which the Company sold an unsecured original issue discount promissory note in the principal amount of $ 287,500 . The Company received net proceeds of $ 250,000 after original discount of $ 37,500 . The promissory note shall incur a one-time interest charge of 12 % equal to $ 34,500 , which is added to the principal balance and matures on August 31, 2026 . Pursuant to the securities purchase agreement, as consideration for the purchase of the unsecured original issue discount promissory note, the Company issued 17,000,000 shares of the Company’s common stock to the accredited investor with a relative fair value of $ 178,620 which was recorded as a discount on the note . The note is convertible into common shares of the Company after 180 days, at a rate of $0.01, but in the event the trading price is below $ 0.01 for 5 consecutive trading days the conversion price resets to $0.0075; if the trading price falls below $ 0.0075 for 5 consecutive days, the fixed price is eliminated and re-adjusted every 21 days. The aggregate debt discount of $ 16,120 is being amortized to interest expense over the respective term of the note. As of December 31, 2025, the balance on the note is $ 322,000 . On October 8, 2025, the Company issued a convertible promissory note to an accredited investor for $ 20,000 to settle outstanding amounts owed to the investor. The note has a maturity date of October 8, 2026 and bears interest at a rate of 10 %. The note is convertible into common shares of the Company after 180 days, at a rate of 85 % of the lowest closing bid price for the five trading days preceding the conversion date. As of December 31, 2025, the balance on the note is $ 20,000 . On October 9, 2025, the Company entered into the “Second Promissory Note” with ClearThink in the principal amount of $ 115,000 . The Company received net proceeds of $ 100,000 after original discount of $ 15,000 . The Second Promissory Note shall incur a one-time interest charge of 12 % equal to $ 13,800 , which is added to the principal balance and matures on August 31, 2026 . The note is convertible into common shares of the Company after 180 days, at a rate of $ 0.01 , but in the event the trading price is below $ 0.01 for 5 consecutive trading days the conversion price resets to $ 0.0075 ; if the trading price falls below $0.0075 for 5 consecutive days, the fixed price is eliminated and re-adjusted every 21 days. The aggregate debt discount of $ 28,800 is being amortized to interest expense over the respective term of the note. As of December 31, 2025, the balance on the note is $ 128,800 . On November 26, 2025, we issued a convertible promissory note dated November 20, 2025 to an accredited investor in the aggregate principal amount of $ 143,750 (the “November 2025 Note”). The Company received net proceeds of $ 125,000 after original discount of $ 18,750 . The promissory note shall incur a one-time interest charge of 12 % equal to $ 18,750 , which is added to the principal balance and matures on November 20, 2026 . Pursuant to the securities purchase agreement, as consideration for the purchase of the unsecured original issue discount promissory note, the Company issued 1,250,000 shares of the Company’s common stock to the accredited investor with a relative fair value of $ 25,794 which was recorded as a discount on the note . The November 2025 Note is convertible at a price of $ 0.01 per share and, in the event that, 180 days after the date of issuance, the closing price of our common stock is less than $0.01 per share for more than five consecutive trading days, the conversion price shall reset to $ 0.0075 . The aggregate debt discount of $ 63,294 is being amortized to interest expense over the respective term of the note. As of December 31, 2025, the balance on the note is $ 162,500 . During the years ended December 31, 2025 and 2024, the Company recorded debt discount amortization expense of $ 360,551 and $ 11,231 , respectively and expects to amortize the remaining $855,743 of discount over the remaining maturities of the outstanding notes. F- 21 Note 9. Derivative Liabilities The fair values of the conversion option of outstanding convertible notes payable and common stock warrants were determined to be derivative liabilities under ASC 815 due to the default on convertible notes payable disclosed above, which resulted in a variable conversion price on the outstanding convertible note payable. The fair value of the derivative liabilities was estimated using a binomial model with the following assumptions: Schedule of assumptions for derivative liabilities As of December 31, 2025 Conversion Option Warrants Volatility 762.08% 762.08% Dividend Yield 0% 0% Risk-free rate 3.48% 3.48% Expected term 1 year 1 year Stock price $ 0.041 $ 0.041 Exercise price $ 0.01 $ 0.01-0.5 Derivative liability fair value $ 3,100,316 $ 12,324,245 Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of December 31, 2025 75,670,000 300,800,000 As of December 31, 2024 Conversion Option Warrants Volatility 406.93% 301.31% Dividend Yield 0% 0% Risk-free rate 4.16% 4.27% Expected term 1 year 1.96-2.40 years Stock price $ 0.003 $ 0.003 Exercise price $ 0.0004-0.01 $ 0.5 Derivative liability fair value $ 1,973,641 $ 19,112 Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of December 31, 2024 668,516,113 9,530,000 F- 22 All fair value measurements related to the derivative liabilities are considered significant unobservable inputs (Level 3) under the fair value hierarchy of ASC 820. The table below presents the change in the fair value of the derivative liability during the year ended December 31, 2025 and 2024: Schedule of fair value of derivative liability Fair value as of December 31, 2023 $ 197,090 Extinguishment due to repayment ( 232,274 ) Change in fair value of derivatives 2,027,937 Fair value as of December 31, 2024 1,992,754 Establishment of derivative liability upon issuance of notes 5,876,133 Establishment of derivative liability on tainted warrants 31,395,924 Extinguishment due to conversion ( 919,356 ) Extinguishment due to exercise of warrants ( 4,028,465 ) Change in fair value of derivatives ( 18,892,429 ) Fair value as of December 31, 2025 $ 15,424,561 The total impact of derivative liabilities recognized in the Company’s consolidated statements of operations includes the change in fair value of derivatives, with the Company recognizing a total gain of $ 18,892,429 during the year ended December 31, 2025 and total loss of $ 1,795,664 during the year ended December 31, 2024. The fair value of the derivatives related to the principal default on the notes was charged directly to interest expense. In addition, as a result of the default, all other potentially dilutive instruments must also be recorded at fair value pursuant to ASC 815. The initial fair value of the outstanding warrants was charged to the change in fair value of derivatives. Note 10. Cryptocurrency Assets The Company began cryptocurrency mining activities during the year ended December 31, 2021. In addition to mining activities, the Company conducts other business activities using its cryptocurrency assets as compensation. The below table represents the cryptocurrency activities during the years ended December 31, 2024 and 2023: Schedule of cryptocurrency Cryptocurrency at December 31, 2023 $ 32 Purchases of cryptocurrency 4,600 Loss on cryptocurrency ( 4,600 ) Cryptocurrency at December 31, 2024 32 Purchases of cryptocurrency 51 Loss on cryptocurrency ( 32 ) Cryptocurrency at December 31, 2025 $ 51 F- 23 Note 11. Income Taxes The cumulative tax effect at the expected rate of 21 % of significant items comprising the Company’s net deferred tax amount is as follows: Schedule of deferred tax assets and liabilities December 31, 2025 December 31, 2024 Deferred tax asset attributable to: Net operating loss $ 2,895,728 $ 1,206,300 Valuation allowance ( 2,895,728 ) ( 1,206,300 ) Net deferred income tax assets $ – $ – A reconciliation of income tax provision to the provision that would be recognized under the statutory rates is as follows: Schedule of income tax provision For the Years Ended December 31, 2025 December 31, 2024 Expected tax at statutory rates $ ( 5,172,151 ) 21 % $ ( 333,912 ) 21 % Temporary Difference - stock based compensation 6,153,477 ( 25 )% – 0 % Temporary Difference - change in fair value of derivative ( 3,967,410 ) 16 % – 0 % Other 106,807 0% 380,414 ( 24 )% Current Year Change in Valuation Allowance 2,879,278 ( 12 )% ( 46,502 ) 3 % Income tax expense $ – 0 % $ – 0 % The amount taken into income as deferred tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide an allowance of 100% against all available income tax loss carry forwards, regardless of their time of expiry. No provision for income taxes has been provided in these financial statements due to the net loss. At December 31, 2025, the Company has net operating loss carry forwards totaling approximately $ 13,800,000 , which will be carried forward to future periods. F- 24 Note 12. Commitments and Contingencies Legal Contingencies On February 8, 2022, the Company was notified of a potential lawsuit related to the termination of our Advisory Panel Membership agreement with Taylor Black Wealth, Ltd. (“Taylor”). The Company engaged Taylor for assistance with capital raises and was to be partially compensated with stock options, subject to vesting. Taylor claims that the Company terminated the agreement unlawfully and therefore are still entitled to the remaining unvested options which the Company believes to be cancelled. The total number of stock options being contested is 137,473 , which are still shown as issued and outstanding in Note 7 above. As disclosed under Note 4, the Employment Agreement between the Company and Dr. Adler was terminated following the Company’s discovery that SAPL and ACL breached material representations and warranties under the Share Exchange. Pursuant to a letter dated December 8, 2025, the Company intends to seek rescission of the Share Exchange and rescind the shares of Company common stock issued to ACL pursuant to the Share Exchange. The Company has also sent notice to Dr. Adler for the termination of the option to purchase common stock issued to Dr. Adler under the Employment Agreement and the termination of such agreement for “cause” as defined under the agreement. Among other material breaches, without limitation, the Company has discovered that the real property and material assets of SAPL were encumbered at the time of the closing of the Share Exchange and remain encumbered and subject to liens. On December 19, 2025, a lawsuit was filed in the Clark County District Court of Nevada against the Company, Charles Faulkner and Simon Wajcenberg, the Company’s Chief Executive Officer and Chief Financial Officer, respectively. The plaintiffs were Dr. Niclas Adler, who previously acted as Chief Technology Officer of the Company and as a member of the Company’s board of directors, and Adler Capital Limited. The complaint alleged breaches of fiduciary duty, wrongful termination and breach of contract in connection with Dr. Adler’s employment agreement with the Company and the related equity awards. The relief sought against the Company included enforcement of the Share Exchange, employment agreement and option agreement, compensatory damages, punitive damages, accounting, prejudgment and post judgement interest, reasonable attorney fees, cost of suit, a judicial declaration of the parties’ respective rights and obligations. On January 21, 2026, Dr. Adler and Adler Capital Limited voluntarily dismissed the lawsuit without prejudice. On January 15, 2026, the Company filed a lawsuit against SAPL and ACL in the United States District Court for the Southern District of Florida. The Company is seeking rescission of the Share Exchange and temporary injunctive relief to prevent SAPL and ACL from transferring the shares of common stock received pursuant to the Share Exchange and damages related thereto. The Company expects SAPL and ACL to file a counterclaim. At this time, the Company is unable to predict the outcome of the litigation or estimate the ultimate financial exposure, if any, that may result from the proceedings. An adverse judgement or settlement could have a material adverse effect on the financial condition and results of operations of the Company. F- 25 Note 13. Subsequent Events BAIF Acquisition Subsequent to December 31, 2025, and effective January 22, 2026, the Company entered into a Joint Venture Agreement (the “JVA”) by and among the Company, BAIF and DC Estate Solutions, which (i) amends and restates the MOU and (ii) supplements the SPV SPA. Pursuant to the SPA, DC Estate Solutions acquired the equity interests of the five SPVs: (i) DC Estate Córdoba SL 300MW, (ii) DC Estate Cáceres SL 300 MW, (iii) DC Estate Vianos SL 300 MW, (iv) DC Estate Malpica SL 300 MW and (v) DC Estate Torrecampo SL 300 MW. As a result of the acquisition of the SPVs, DC Estate Solutions also acquired the Spain Leases. Pursuant to the JVA, DC Estate Solutions shall be owned and controlled 50.1% by the Company and 49.9% by BAIF. The purpose of the JVA is to manage and coordinate the development of the Data Center sites on the properties governed by the Spain Leases. Substantially, all material decisions of the JVA and Joint Venture Company shall require the unanimous consent of the Company and BAIF. Under the JVA, the Company agreed to fund DC Estate Solutions with $3,500,000 USD as follows: (i) $250,000 USD, which was previously paid upon the execution of the MOU, (ii) $250,000 USD, which was previously paid upon execution of the SPA, (iii) $375,000 USD paid on the effectiveness of a notarial public deed in Spain in connection with the transfer of the SPVs to the JVA on the Effective Date, and (iv) $2,625,000 USD payable in monthly installments of $125,000 USD commencing on March 1, 2026. The funds shall be distributed by DC Estate Solutions to BAIF. The Company also agreed to grant to BAIF, or its assignee, the First Mora Option to purchase up to 250,000,000 shares of the Company’s common stock at an exercise price of $0.02 per share. The First Mora Option is fully vested and exercisable upon the grant date and terminates on the earlier of (i) five years following the date of the First Mora Option or (ii) the termination of the JVA. Additionally, pursuant to the JVA, DC Estate Solutions’ equity interests in the SPVs are subject to the Company making minimum aggregate cash payments and contributions to DC Estate Solutions (including amount payable under the SPV SPA) in the amount of $8,750,000 USD, which shall be distributed to BAIF. If the Company fails to make such payments, BAIF may foreclose on the pro rata amount of equity interests in the SPVs. In the event of any sale or lease of a Data Center, profits of DC Estate Solutions shall be shared equally by and between the Company and BAIF. In the event DC Estate Solutions develops the Data Centers and sells such Data Centers, BAIF will be entitled to a bonus as defined under the JVA. Further, effective January 27, 2026, the Company, BAIF and DC Estate Solutions entered into the Addendum to the JVA to account for the development of additional data centers in (i) Villasequilla, Spain 600 MW, (ii) Tomelloso, Spain 450 MW and (iii) Tocumen, Panama 1000 MW. The Villasequilla and Tomelloso data centers shall each be owned by Spanish special purpose vehicles, DC Villasequilla SL and DC Tomelloso SL, respectively, and shall subsequently be assigned to DC Estate Solutions. The Tocumen data center shall be owned by a Panamanian special purpose vehicle, DC Tocumen SA, which shall subsequently be assigned to DC Estate Solutions. The Company, in addition to the already agreed upon $125,000 USD monthly payments, agreed to fund the development of the additional Data Centers by paying a minimum of $2,400,000 USD payable in monthly installments of $100,000 USD monthly payments to DC Estate Solutions commencing on May 1, 2026 for a minimum of 24 months, thereby increasing the minimum BAIF Funding amount to a total of $11,150,000 USD. The funds shall be distributed by DC Estate Solutions to BAIF. The Company also agreed to grant to BAIF, or its assignee, the Second Mora Option to acquire 150,000,000 shares of the Company’s common stock at an exercise price of $0.02 per share. The Second Mora Option is fully vested and exercisable as of the grant date and terminates on the earlier of (i) five years following the date of the Second Mora Option or (ii) the termination of the JVA. On March 23, 2026, the Company, BAIF and DC Estate Solutions entered into a second addendum (the “Second Addendum”) to the JVA. Pursuant to the Second Addendum, the parties agreed to: (1) increase the capacity of the Spain-based data centers to 4,350 MW and (2) exchange the stock options to purchase an aggregate of 400,000,000 shares of common stock of the Company issued to BAIF or its assignees issued under the JVA for 400,000,000 shares of the Company’s restricted common stock to BAIF or its assignees with the such shares being fully paid and non-assessable on the date of execution of the Second Addendum. F- 26 Legal Proceedings On January 15, 2026, the Company filed a lawsuit against SAPL and ACL in the United States District Court for the Southern District of Florida. The Company is seeking rescission of the Share Exchange and temporary injunctive relief to prevent SAPL and ACL from transferring the shares of common stock received pursuant to the Share Exchange and damages related thereto. The Company expects SAPL and ACL to file a counterclaim. At this time, the Company is unable to predict the outcome of the litigation or estimate the ultimate financial exposure, if any, that may result from the proceedings. An adverse judgement or settlement could have a material adverse effect on the financial condition and results of operations of the Company. Common Share issuances Subsequent to December 31, 2025, the Company has issued 16,500,000 shares of restricted common stock for services to outside consultants. On the date of issuance, the shares are fully earned and non-forfeitable. Subsequent to December 31, 2025, and through April 10, 2026, the Company has issued an aggregate of 63,912,296 shares of restricted common stock for the cashless exercise of an aggregate of 84,000,000 common stock warrants held by 3 warrant holders. Subsequent to December 31, 2025, the Company has issued 55,397,351 shares of common stock under the ELOC for cash proceeds of approximately $632,125. Subsequent to December 31, 2025, the Company has issued 5,991,570 shares of common stock for the conversion of $36,000 in principle on outstanding convertible notes. Option Issuances On February 10, 2026 the board of directors approved grants to each of Charles Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, of options to purchase up to 350,000,000 shares of the Company’s common stock at an exercise price equal to the closing sale price of the Company’s common stock as reported by OTC Markets on the trading day immediately preceding the date of grant, exercisable for a term of five years (the “Stock Options”) in furtherance of their employment agreements with the Company. Each Stock Option shall each be a non-qualified option. 50% of the shares underlying each Stock Option shall become vested and exercisable upon the closing of a purchase agreement between the Company, or the Company’s subsidiaries, and a solid oxide fuel cell supplier for a minimum power capacity of 100 MW, as determined by the Company’s board of directors (the “Board”), and the remaining 50% shall become vested and exercisable upon the closing of an AI data center site sale agreement between the Company, or the Company’s subsidiaries, and a buyer which is for a minimum capacity of 100 MW, as determined by the Board. Subsequent to December 31, 2025, on April 8, 2026, the Company granted Dmitry Strukov, a consultant of the Company, a stock option to purchase up to 23,750,000 shares of the Company’s common stock at an exercise price of $0.0063 per share. The grant was made in full satisfaction of accrued and unpaid fees in the amount of $149,617 payable to Mr. Strukov as of March 31, 2026 pursuant to that certain Consulting Services Agreement by and between Mr. Strukov and the Company dated May 3, 2022. F- 27 Convertible Notes On January 12, 2026, the Company entered into a securities purchase agreement with an accredited investor. Pursuant to the securities purchase agreement, the Company sold the investor an original issue discount promissory note in the principal amount of $81,250 for which the Company received net proceeds of $75,000. The promissory note carries an interest of 12% per annum and has maturity date of January 12, 2027. The promissory note is convertible into shares of the Company’s common stock 180 days after issuance at a price equal to 70% of the lowest traded price of the Company’s common stock on its principal trading market during the 20 trading days preceding the date of conversion. On January 27, 2026, the Company entered into a securities purchase agreement with an accredited investor. Pursuant to the securities purchase agreement, the Company sold the Investor an unsecured original issue discount promissory note in the principal amount of $86,250 for which the Company received net proceeds of $75,000. Further, as consideration for the purchase of the promissory note, the Company also issued 1,050,000 shares of the Company’s common stock to the investor as commitment shares. The promissory note carries a one-time interest charge of 10%, payable on the maturity date of January 27, 2026 or upon acceleration or prepayment of the promissory note. The promissory note is convertible into common stock of the Company at any time after the date of issuance at a conversion price equal to 70% of the lowest closing price of the Company’s common stock on its principal trading market during the 10 trading days preceding the date of conversion. On February 24, 2026, the Company entered into a securities purchase agreement with an accredited investor. Pursuant to the securities purchase agreement, the Company sold the investor an original issue discount promissory note in the principal amount of $150,000 for which the Company received net proceeds of $130,000. The promissory note carries an interest of 6% per annum and has maturity date of February 24, 2027. The promissory note is convertible into shares of the Company’s common stock 180 days after issuance at a price equal to 60% of the lowest traded price of the Company’s common stock on its principal trading market during the 15 trading days preceding the date of conversion. On March 5, 2026, the Company entered into a securities purchase agreement with an accredited investor. Pursuant to the securities purchase agreement, the Company sold the investor an original issue discount promissory note in the principal amount of $120,000 for which the Company received net proceeds of $92,000. The promissory note carries a one-time interest charge of 10%, payable on the maturity date of December 15, 2026 or upon acceleration or prepayment of the promissory note. The note is convertible into common shares of the Company upon an event of default, at a rate of 71% of the lowest price for the preceding 20 trading days. F- 28 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures . We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on their evaluation as of the end of the period covered by this report, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were not effective to ensure that the information relating to our company, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure as a result of material weaknesses in our internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting . Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: · pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; · provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and · provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls. Based on this assessment our management has concluded that as of December 31, 2025, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of material weaknesses. These material weaknesses in our internal control over financial reporting result from limited segregation of duties and limited multiple levels of review in the financial close process, along with a lack of well-established policies and procedures to identify, approve, and report related party transactions. The existence of the continuing material weaknesses in our internal control over financial reporting increases the risk that a future restatement of our financials is possible. In order to remediate these material weaknesses, we will need to expand our accounting resources. We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal control over financial reporting on an ongoing basis, however, we do not expect that the deficiencies in our disclosure controls will be remediated until such time as we have remediated the material weaknesses in our internal control over financial reporting. In order to do so, we will need to hire employees and put the requisite controls in place. Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 34 Item 9B. Other Information. During the quarter ended December 31, 2025, no director or officer of the Company adopted or terminated a “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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. 35 PART III Item 10. Directors, Executive Officers and Corporate Governance. The following table provides information on our current executive officers and directors: Name Age Positions Charles Faulkner 40 Chief Executive Officer, President and Director Simon Wajcenberg 57 Chief Financial Officer, Treasurer, Secretary and Director (Chairman) Jose Mora 47 Chief Executive Officer of DC Estate Solutions Cayman Limited Each director serves until our next annual meeting of the stockholders or unless they resign earlier. The Board of Directors (the “Board”) elects officers and their terms of office are at the discretion of the Board. Background of Officers and Directors The following is a brief account of the education and business experience during at least the past five years of our officers and directors, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out. Charles Faulkner has served as our Chief Executive Officer, President and as a director of our Board since January 31, 2022. Mr. Faulkner has served as the Chief Executive Officer of Edgemode since its inception in 2020 and serves on the board of directors of DC Estate Solutions. Since December 2016, he has served as an advisor at North Block Capital Ltd (“NB Capital”), an. investment group that provides asset management, corporate advisory services, and technology solutions, which he co-founded in 2016. Simon Wajcenberg has served as our Chief Financial Officer, Treasurer and as a director of our Board since January 31, 2022. Mr. Wajcenberg has served as the Executive Chairman of, and in other executive positions at, Edgemode since its inception in 2020 and serves on the board of directors of DC Estate Solutions. Since December 2016, he has served as an advisor at NB Capital, which he co-founded in 2016. Jose Mora has served as Chief Executive Officer for BAIF since 2023 and serves as chief executive officer of DS Estate Solutions. Mr. Mora has also served as a partner at M&M RAIF in Luxemburg since 2021, as the Chief Executive Officer at Meinzer & Moray Energy Holding in Sevilla, Spain since 2015, and was the Chief Executive Officer and chairman of the board of directors at Meinzer & Moray Investment in Switzerland between 2016 and 2024. Director Independence Our common stock is quoted on the OTCID Basic Market, which does not have director independence requirements. Using the definition of independence set forth in the rules of the NASDAQ Stock Market, neither of our directors would be considered an independent director. 36 Board Leadership Our Board does not have a policy as to whether the roles of Chairman of the Board and Chief Executive Officer should be separate or combined. However, we have chosen to separate the Chief Executive Officer and Board Chairman positions. Currently, our Chairman is Simon Wajcenberg. Our Board has determined that its current structure, with a separate Chairman and Chief Executive Officer, both of which are co-founders of Edgemode, is in the best interests of the Company and its shareholders at this time. We believe that this Board leadership structure is the most appropriate for the Company. In the near future, we anticipate appointing independent directors. At such time, we will appoint an independent director as the Lead Director who will have broad responsibilities and authority. At such time, we will re-evaluate the composition of the Board and its leadership structure. Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management of the risks we face and have responsibility for the oversight of risk management in their dual roles as directors. Committees of the Board Due to our size, we have not formally designated a nominating committee, an audit committee, a compensation committee, or committees performing similar functions. The Board currently acts as our audit committee. Since we are still a developing company, the Board is still in the process of finding an “audit committee financial expert” as defined in Regulation S-K. Stockholder Nominations We do not have a policy regarding the consideration of any director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our board of directors established a process for identifying and evaluating director nominees, nor do we have a policy regarding director diversity. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Given the early stage of our business, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees. In considering a director nominee, it is likely that our Board will consider the professional and/or educational background of any nominee with a view towards how this person might bring a different viewpoint or experience to our Board. Code of Ethics and Conduct Our Board has adopted a Code of Ethics applicable to all officers, directors and employees, which was filed as Exhibit 14.1 to our Form 10-K Annual Report for the year ended December 31, 2022. 37 Insider Trading Policy The Company has implemented an Insider Trading Policy applicable to its officers, directors and employees with access to material nonpublic information, as well as such persons’ family members, which prohibits such persons from conducting transactions involving the purchase or sale of the Company’s securities while in possession of material nonpublic information. A copy of the Company’s Insider Trading Policy is filed as Exhibit 19.1 of the Company’s Form 10-K Annual Report for the year ended December 31, 2023. While the granting of options and other equity awards to officers, directors and other employees is not expressly addressed in the Insider Trading Policy described above, the Company follows the same principles set forth in such Policy when granting equity awards, including options, to its officers, directors and other employees with access to material nonpublic information. Generally, the Board of Directors or Compensation Committee does not approve grants of such awards close in time to the disclosure of material nonpublic information and does not take material nonpublic information into account when determining the timing and terms of such an award. Further, the Company does not have a policy or practice of timing the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Anti-Hedging Policies Under the Company’s Insider Trading Policy, all officers, directors and employees are prohibited from engaging in hedging, pledging or shoring transactions. Item 11. Executive Compensation. Set forth below is the information regarding the compensation paid, distributed or accrued by Edgemode for the fiscal year ended December 31, 2025 to the Company’s Chief Executive Officer (principal executive officer) serving during the last fiscal year and the other two most highly compensated executive officers serving at the end of the last fiscal year whose compensation exceeded $100,000 (the “Named Executive Officers”). Summary Compensation Table Name and Principal Position (a) Year (b) Salary ($)(c) Bonus ($)(d) Stock Awards ($)(e)(1) Option Awards ($)(f)(1) Non-Equity Inventive Plan Compensation ($)(g) Non-Qualified Deferred Compensation Earnings ($)(h) All Other Compensation ($)(i) Total ($)(j) Charles Faulkner 2025 450,000 (2) 300,000 – 641,682 2,257,266 – – 3,648,948 Chief Executive Officer 2024 600,000 (2) – – – – – – 600,000 Simon Wajcenberg 2025 450,000 (2) 300,000 – 641,682 2,257,266 – – 3,648,948 Chief Financial Officer 2024 600,000 (2) – – – – – – 600,000 ___________________ (1) Amounts reported represent the aggregate grant date fair value of awards granted without regards to forfeitures granted to the Named Executive Officers, computed in accordance with ASC 718. This amount does not reflect the actual economic value realized by the Named Executive Officers. (2) As of December 31, 2025 and 2024, the Company owed the executive officers of the Company $248,822 and $1,616,090 in accrued payroll for services performed, respectively. See “Note 4. Related Party Transactions” to the Financial Statements included in this report. 38 Compensation Agreements with our Current Executive Officers In 2021, Edgemode previously employed Charles Faulkner and Simon Wajcenberg pursuant to oral employment agreements with salaries which began at $10,000 per month in early 2021 and were increased to $30,000 per month in October 2021. In 2022, Edgemode then entered into formal employment agreements with Charles Faulkner and Simon Wajcenberg which provided for annual base salaries of $600,000 each and the grant to each of 31,979,352 five-year vested stock options with an exercise price of $0.40 per share and discretionary bonuses as determined from time to time by the board of directors. Pursuant to the Share Exchange, Mr. Faulkner and Mr. Wajcenberg entered into amendments to their Executive Employment Agreements (the “Executive Employment Amendments”), to set their base salary at $400,000 per annum and a quarterly bonus of up to $150,000 at the discretion of the Board. On October 14, 2025, Mr. Wajcenberg exercised options to purchase an aggregate of 442,792,088 shares of common stock. Mr. Wajcenberg exercised the options on a net exercise basis and the Company withheld 38,786,973 shares of common stock for the cost of the exercise. On October 16, 2025, the Board granted each of Mr. Faulkner and Mr. Wajcenberg discretionary bonuses of $300,000 of which $100,000 has been accrued for each officer as of December 31, 2025. Accrued salary and bonus for each officer in the amount of $386,000 was converted to one share of Series D Preferred Stock for each officer in December 2025 in satisfaction of such accrued amounts. Subsequent to December 31, 2025, on February 10, 2026, the Board approved grants to each of Mr. Faulkner and Mr. Wajcenberg of options to purchase up to 350,000,000 shares of the Company’s common stock at an exercise price equal to the closing sale price of the Company’s common stock as reported by OTC Markets on the trading day immediately preceding the date of grant, exercisable for a term of five years (the “Stock Options”) in furtherance of their employment agreements with the Company. Each Stock Option shall be a non-qualified option. 50% of the shares underlying each Stock Option shall become vested and exercisable upon the closing of a purchase agreement between the Company, or the Company’s subsidiaries, and a solid oxide fuel cell supplier for a minimum power capacity of 100 MW, as determined by the Board, and the remaining 50% shall become vested and exercisable upon the closing of an AI data center site sale agreement between the Company, or the Company’s subsidiaries, and a buyer which is for a minimum capacity of 100 MW, as determined by the Board. Messrs. Faulkner and Wajcenberg are entitled to certain benefits in connection with a termination of their employment upon death, disability, dismissal without cause, or constructive termination. In any such termination, the executive will receive 12 months base salary and any performance bonus that he would have been due at the time of termination. In certain circumstances, the termination provision is subject to a cure period. Cause is generally defined as (i) committing or participating in an injurious act of fraud, gross neglect, misrepresentation, embezzlement or dishonesty against the Company; (ii) participating in any injurious act or acting recklessly or in a manner which was grossly negligent against the Company; engaging in a criminal enterprise involving moral turpitude, financial or securities fraud; (iii) felony conviction; and (iv) material failure to follow the directives of the Board. Dr. Adler served as our Chief Technology Officer from April 7, 2025 to September 1, 2025. As disclosed above, the Adler Employment Agreement has been terminated. 39 Outstanding Equity Awards at Fiscal Year End Outstanding Equity Awards At 2025 Fiscal Year-End Name (a) Number of Securities Underlying Unexercised Options (#) Exercisable (b) Number of Securities Underlying Unexercised Options (#) Unexercisable (c) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) Option Exercise Price ($)(e) Option Expiration Date (f) Number of Shares or Units of Stock That Have Not Vested (#) (g) Market Value of Shares or Units of Stock That Have Not Vested ($)(h) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) (j) Charles Faulkner 31,979,352 – – 0.005 (1) 1/31/2027 – – – – Charles Faulkner 76,619,603 – – 0.005 (1) 9/12/2027 – – – – Charles Faulkner 77,000,000 – – 0.005 (1) 3/1/2028 – – – – Charles Faulkner 257,193,133 – – 0.005 (1) 4/7/2030 – – – – Simon Wajcenberg – – – – – – – – ___________________ (1) See “Note 13. Subsequent Events ” to the Financial Statements included in this report. In connection with the Share Exchange and the Employment Agreement, Dr. Adler was also issued a five-year non-qualified stock option to purchase up to 385,789,700 shares of Edgemode common stock at an exercise price of $0.005. Pursuant to the Company’s notice to Dr. Adler of the termination of his employment agreement for cause, the option has expired. Additionally, on April 7, 2025, the Board approved the following stock option grants to Mr. Faulkner, Mr. Wajcenberg, and Dmitry Strukov, a consultant to the Company: · Faulkner an option to purchase 257,193,133 shares of common stock of the Company at an exercise price of $0.005 per share; · Wajcenberg an option to purchase 257,193,133 shares of common stock of the Company at an exercise price of $0.005 per share; and · Strukov an option to purchase 128,596,567 shares of common stock of the Company at an exercise price of $0.005. 40 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth certain information regarding beneficial ownership of the Company’s common stock as of April 10, 2026, by (i) each person who is known by the Company to own beneficially more than 5% of any classes of outstanding common stock, (ii) each director of the Company, (iii) each of the Named Executive Officers, and (iv) all directors and executive officers of the Company as a group. Based on 3,546,009,459 shares of common stock outstanding as of April 10, 2026. Beneficial ownership is determined in accordance with Rule 13d-3 and 13d-5 under the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules, a person is considered a “beneficial owner” of a security if that person has or shares power to vote or direct the voting of such security or the power to dispose or direct the disposition of such security. A person is also considered to be a beneficial owner of any securities of which the person has a right to acquire beneficial ownership within 60 days. There are 2 shares of Series D Preferred Stock issued and outstanding. Holders of Series D Preferred Stock are entitled to vote together with the holders of common stock on all matters submitted to a vote of shareholders and each share of Series D Preferred Stock entitles the holder to voting power equal to 25.5% of the issued and outstanding shares of the Company’s common stock. We believe that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted in the footnotes to this table. Unless otherwise specified in the notes to this table, the address for each person is: c/o Edgemode, Inc., 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301, Attention: Corporate Secretary. Title of Class Name of Beneficial Holder Amount of Beneficial Ownership Percentage Beneficially Owned 5% Shareholders: Common Stock Niclas Adler (1) 1,260,246,354 35.5% Directors and Named Executive Officers Common Stock Charles Faulkner (2) 1,104,518,284 26.3% Common Stock Simon Wajcenberg (3) 1,024,563,611 25.5% All directors and officers as a group (2 persons) 1,483,435,994 51.8% Series D Preferred Charles Faulkner 1 50.0% Series D Preferred Simon Wajcenberg 1 50.0% (1) Adler. Dr. Adler was an executive officer and director of the Company until his resignation on September 1, 2025. Includes shares held by ACL, an entity beneficially owned and controlled by Adler. On January 15, 2026, the Company filed a lawsuit against SAPL and ACL to rescind the shares of common stock issued pursuant to the Share Exchange. (2) Faulkner. Mr. Faulkner is an executive officer and director of the Company. Includes 792,792,088 shares of common stock underlying vested stock options. His ownership is included under “All directors and officers as a group.” (3) Wajcenberg. Wajcenberg is an executive officer and director of the Company. Includes 350,000,000 shares of common stock underlying vested stock options His ownership is included under “All directors and officers as a group.” Securities Authorized for Issuance under Equity Compensation Plans As of December 31, 2025, the Company had no equity compensation plan. 41 Item 13. Certain Relationships and Related Transactions, and Director Independence. During the years ended December 31, 2025 and 2024, the executive officers of the Company advanced $1,620 and $16,275 to the Company for working capital needs. The advances are non-interest bearing and are due on demand. Under the terms of the respective employment agreements of Charles Faulkner and Simon Wajcenberg, Mr. Faulkner and Mr. Wajcenberg had accrued salaries of $906,229 and $819,989, respectively, as of February 1, 2025. On February 20, 2025, in full satisfaction of $769,989 of the accrued salary for each of Mr. Faulkner and Mr. Wajcenberg, the Company (1) issued to each of Charles Faulkner and Simon Wajcenberg 256,660,163 shares of restricted common stock at a conversion price of $0.003 per share, and (2) amended options held by each of Mr. Faulkner and Mr. Wajcenberg to (i) purchase up to 76,619,603 shares of the Company’s common stock at an exercise price of $0.10 per share, as amended on March 3, 2023 which vest upon the closing of the purchase of at least $15 million of crypto mining equipment (the “2022 Options”) and (ii) purchase up to 77,000,000 shares of the Company’s common stock at an exercise price of $0.04 per share, which shall vest upon the Company closing on the purchase of at least $15 million of crypto mining equipment (the “2023 Options”), to eliminate the vesting requirements of the 2022 Options and 2023 options. The 2022 Options and 2023 Options are fully vested as of the effective date. Under the terms of the respective employment agreements of the Company’s executive officers, Charles Faulkner and Simon Wajcenberg, as of April 2, 2025, Mr. Faulkner and Mr. Wajcenberg had accrued salaries of approximately $173,110 and $130,010, respectively. On April 2, 2025, in satisfaction of $50,000 of the accrued salary for each of Mr. Faulkner and Mr. Wajcenberg, the Company amended each of Mr. Faulkner and Mr. Wajcenberg options to purchase up to: (1) 31,979,352 shares of the Company’s common stock dated January 31, 2022, exercisable at $0.06 per share (the “January 2022 Grants”); (2) 76,619,303 shares of the Company’s common stock dated September 12, 2022, as amended, exercisable at $0.10 per share (the “September 2022 Grants”) and (3) 77,000,000 shares of the Company’s common stock dated March 1, 2023 exercisable at $0.04 per share (the “2023 Grants”; the January 2022 Grants, September 2022 Grants and the March 2023 Grants; collectively the “Option Grants”), reduce the exercise price of the Option Grants to $0.005 per share. Further, o n April 7, 2025, pursuant to the Share Exchange, the Company issued to Dr. Adler a five-year non-qualified stock option to purchase up to 385,789,700 shares of Edgemode common stock at an exercise price of $0.005. Additionally, on April 7, 2025, pursuant to the Share Exchange, the Company approved the following stock option grants to Mr. Faulkner, Mr. Wajcenberg, and Dmitry Strukov, a consultant of the Company: · Faulkner an option to purchase 257,193,133 shares of common stock of the Company at an exercise price of $0.005 per share; · Wajcenberg an option to purchase 257,193,133 shares of common stock of the Company at an exercise price of $0.005 per share; and · Strukov an option to purchase 128,596,567 shares of common stock of the Company at an exercise price of $0.005. As disclosed above, SAPL is a party to the following agreements: (1) the Power Purchase Agreement with Marviken One; (2) the Building Lease with Marviken One; (3) the Property Purchase with Marviken Two; (4) the Cooling Agreement with Marviken One; (5) the 5% Promissory Note in favor of Marviken Two; (6) the Intellectual Property Agreement with ACL. The Company has filed a complaint in the United States District Court for the Southern District of Florida in Broward County, Florida for the rescission of the SAPL Share Exchange. Dr. Adler, was an officer and director of our company effective April 7, 2025, is the chief executive officer of SAPL, an executive officer and beneficial owner of Marviken One and Marviken Two, and the sole shareholder ACL. Dr. Adler resigned as an officer and director of the Company effective September 1, 2025. 42 The Company is a party to a consultancy agreement (with AI Capital Mineco Limited, an affiliate of Dr. Adler, dated September 1, 2024. Pursuant to the consultancy agreement, the Company agreed to pay Dr. Adler a fee of $300,000, subject to the Company receiving financing in excess of $2,000,000.The Company intends to rescind the consulting agreement in connection with the recission of the SAPL Share Exchange. Under the terms of the respective employment agreements of Charles Faulkner and Simon Wajcenberg, Mr. Faulkner and Mr. Wajcenberg each had accrued salaries of $386,000 as of October 31, 2025 (each an “Accrued Salary”). On December 10, 2025, in full satisfaction of the entirety of the Accrued Salary for each of Mr. Faulkner and Mr. Wajcenberg, the Company issued 1 share of Series D Preferred Stock to each of Charles Faulkner and Simon Wajcenberg. Subsequent to December 31, 2025, on February 10, 2026, the Board approved grants to each of Mr. Faulkner and Mr. Wajcenberg of options to purchase up to 350,000,000 shares of the Company’s common stock at an exercise price equal to the closing sale price of the Company’s common stock as reported by OTC Markets on the trading day immediately preceding the date of grant, exercisable for a term of five years (the “Stock Options”) in furtherance of their employment agreements with the Company. Each Stock Option shall be a non-qualified option. 50% of the shares underlying each Stock Option shall become vested and exercisable upon the closing of a purchase agreement between the Company, or the Company’s subsidiaries, and a solid oxide fuel cell supplier for a minimum power capacity of 100 MW, as determined by the Board, and the remaining 50% shall become vested and exercisable upon the closing of an AI data center site sale agreement between the Company, or the Company’s subsidiaries, and a buyer which is for a minimum capacity of 100 MW, as determined by the Board. Item 14. Principal Accountant Fees and Services. The following table sets forth the aggregate fees paid for or accrued by the Company for audit and other services provided by M&K CPAS, PLLC, our principal auditor for fiscal 2025 and 2024. 2025 ($) 2024 ($) Audit Fees - M&K CPAS, PLLC (1) 115,450 69,900 Audit Related Fees - M&K CPAS, PLLC 5,500 – Tax Fees – – All Other Fees – – Total 120,950 69,900 Audit Fees - This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. Our Board has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of the Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit and tax fees paid to the auditors were pre-approved by the entire Board. 43 PART IV Item 15. Exhibits, Financial Statement Schedules. (1) Financial Statements. See Index to Consolidated Financial Statements, which appears on page F-1 hereof. The financial statements listed in the accompanying Index to Consolidated Financial Statements are filed herewith in response to this Item. (2) Financial Statements Schedules. All schedules are omitted because they are not applicable or because the required information is contained in the Consolidated Financial Statements or notes included herein. (3) Exhibits. EXHIBIT INDEX Incorporated by Reference Filed or Furnished Exhibit # Exhibit Description Form Date Number Herewith 2.1 Agreement and Plan of Merger and Reorganization (1) 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 (1) 8-K 4/8/2025 2.1 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 3.2 3.2(a) Amendment No. 1 to the Bylaws 8-K 4/15/2022 3.1 3.3 Certificate of Designation of Series B Preferred Stock 8-K 7/27/2022 3.1 3.4 Certificate of Designation of Series C Preferred Stock 8-K 3/4/2025 3.1 3.5 Certificate of Designation of Series D Preferred Stock 8-K 12/11/2025 3.1 4.1 Description of Securities 10-K 4/12/2022 4.1 10.1 Form of Executive Employment Agreement (2) 8-K 2/7/2022 10.1 10.2 Form of Option Agreement 8-K 2/7/2022 10.3 10.3 Series A Preferred Stock Purchase Agreement, dated as of July 18, 2022, by and between Edgemode, Inc. and 1800 Diagonal Lending LLC 8-K 7/27/2022 10.1 10.4 Series B Preferred Stock Purchase Agreement, effective as of August 26, 2022, by and between Edgemode, Inc. and 1800 Diagonal Lending LLC 8-K 8/29/2022 10.1 10.5 Charlie Faulkner Stock Option Grant dated September 12, 2022 (2) 8-K 9/12/2022 10.1 10.6 Simon Wajcenberg Stock Option Grant dated September 12, 2022 (2) 8-K 9/12/2022 10.2 10.7 Common Stock Purchase Agreement between EdgeMode, Inc. and Alumni Capital LP dated September 19, 2022 8-K 9/23/2022 10.1 10.8 Series B Preferred Stock Purchase Agreement, effective as of September 28, 2022, by and between Edgemode, Inc. and 1800 Diagonal Lending LLC 8-K 9/28/2022 10.1 10.9 Amendment to Charlie Faulkner Stock Option Grant dated January 25, 2023 (2) 8-K 1/26/2023 10.1 10.10 Amendment to Simon Wajcenberg Stock Option Grant dated January 25, 2023 (2) 8-K 1/26/2023 10.2 10.11 Stock Option Grant to Charlie Faulkner dated March 3, 2023 (2) 8-K 3/7/2023 10.1 10.12 Stock Option Grant to Simon Wajcenberg dated March 3, 2023 (2) 8-K 3/7/2023 10.2 44 Incorporated by Reference Filed or Furnished Exhibit # Exhibit Description Form Date Number Herewith 10.13 Amendment to Charlie Faulkner Stock Option Grant dated January 25, 2023 (2) 8-K 3/7/2023 10.3 10.14 Amendment to Simon Wajcenberg Stock Option Grant dated January 25, 2023 (2) 8-K 3/7/2023 10.4 10.15 Securities Purchase Agreement between Edgemode, Inc. and 1800 Diagonal Lending LLC effective April 20, 2023 for purchase of Promissory Note 8-K 4/24/2023 10.1 10.16 Promissory Note issued by Edgemode, Inc. in favor of 1800 Diagonal Lending LLC effective April 20, 2023 8-K 4/24/2023 10.2 10.17 Securities Purchase Agreement between Edgemode, Inc. and 1800 Diagonal Lending LLC dated April 20, 2023 for purchase of Convertible Promissory Note 8-K 4/24/2023 10.3 10.18 Convertible Promissory Note issued by Edgemode, Inc. in favor of 1800 Diagonal Lending LLC effective April 20, 2023 8-K 4/24/2023 10.4 10.19 Form of Securities Purchase Agreement for purchase of Promissory Note 8-K 4/28/2023 10.1 10.20 Form of Promissory Note 8-K 4/28/2023 10.2 10.21 Securities Purchase Agreement between Edgemode, Inc. and 1800 Diagonal Lending LLC effective August 4, 2024 8-K 8/8/2023 10.1 10.22 Promissory Note issued by Edgemode, Inc. in favor of 1800 Diagonal Lending LLC effective August 4, 2023 8-K 8/8/2023 10.2 10.23 Master Services Agreement with Cudo Ventures 8-K 2/24/2025 10.1 10.24 Simon Wajcenberg Conversion Letter dated February 20, 2025 8-K 2/24/2025 10.2 10.25 Charles Faulkner Conversion Letter dated February 20, 2025 8-K 2/24/2025 10.3 10.26 Amendment to Simon Wajcenberg Stock Option Grant dated February 20, 202 5 (2) 8-K 2/24/2025 10.4 10.27 Amendment to Charlie Faulkner Stock Option Grant dated February 20, 202 5 (2) 8-K 2/24/2025 10.5 10.28 Amendment to Simon Wajcenberg Stock Option Grant dated April 2, 202 5 (2) 8-K 4/2/2025 10.1 10.29 Amendment to Charlie Faulkner Stock Option Grant dated April 2, 202 5 (2) 8-K 4/2/2025 10.2 10.30 Executive Employment Agreement effective April 7, 2025 between Edgemode, Inc. and Niclas Adler (2) 8-K 4/8/2025 10.1 10.31 Consultancy Agreement by and between AI Capital Mineco Limited and Edgemode, Inc. effective April 7, 2025 8-K 4/8/2025 10.2 10.32 Form of Amendment No. 1 to Executive Employment Agreement 8-K 4/8/2025 10.3 10.33 Form of Stock Option Grant (2) 8-K 4/8/2025 10.4 10.34 Power Purchase Agreement between SAPL and Marviken One dated December 27, 2024, as amended on February 20, 2025 (1) 8-K 4/8/2025 10.5 10.35 Building Lease between SAPL and Marviken One dated December 27, 2024 (1) 8-K 4/8/2025 10.6 10.36 Property Purchase Agreement between SAPL and Marviken One dated December 4, 2024 (1) 8-K 4/8/2025 10.7 10.37 Cooling Agreement between SAPL and Marviken One dated December 27, 2024 (1) 8-K 4/8/2025 10.8 10.38 5% Promissory Note issued by Synthesis Analytics Ltd. in favor of Marviken Two dated December 4, 2024 (1) 8-K 4/8/2025 10.9 10.39 Intellectual Property Agreement between SAPL and ACL dated August 31, 2024 (1) 8-K 4/8/2025 10.10 10.40 Securities Purchase Agreement between Edgemode, Inc. and 1800 Diagonal Lending LLC dated August 15, 2025 8-K 8/26/2025 10.1 10.41 Promissory Note issued by Edgemode, Inc. in favor of 1800 Diagonal Lending LLC dated August 15, 2025 8-K 8/26/2025 10.2 10.42 Securities Purchase Agreement between Edgemode, Inc. and ClearThink Capital Partners, LLC dated September 2, 2025 8-K 9/5/2025 10.1 45 Incorporated by Reference Filed or Furnished Exhibit # Exhibit Description Form Date Number Herewith 10.43 First Promissory Note issued by Edgemode, Inc. in favor of ClearThink Capital Partners, LLC dated August 20, 2025 8-K 9/5/2025 10.2 10.44 Securities Purchase Agreement between Edgemode, Inc. and ClearThink Capital Partners, LLC dated September 4, 2025 8-K 9/5/2025 10.3 10.45 Registration Rights Agreement between Edgemode, Inc. and ClearThink Capital Partners, LLC dated September 4, 2025 8-K 9/5/2025 10.4 10.46 Securities Purchase Agreement between Edgemode, Inc. and Vanquish Funding Group Inc. dated September 9, 2025 8-K 9/15/2025 10.1 10.47 Promissory Note issued by Edgemode, Inc. in favor of Vanquish Funding Group Inc. dated September 9, 2025 8-K 9/15/2025 10.2 10.48 Securities Purchase Agreement between Edgemode, Inc. and FirstFire Global Opportunities Fund, LLC dated September 15, 2025 8-K 9/19/2025 10.1 10.49 Promissory Note issued by Edgemode, Inc. in favor of FirstFire Global Opportunities Fund, LLC dated September 15, 2025 8-K 9/19/2025 10.2 10.50 Securities Purchase Agreement between Edgemode, Inc. and LGH Investments, LLC dated September 18, 2025 and effective September 23, 2025 8-K 9/29/2025 10.1 10.51 Promissory Note issued by Edgemode, Inc. in favor of LGH Investments, LLC dated September 18, 2025 8-K 9/29/2025 10.2 10.52 Securities Purchase Agreement between Edgemode, Inc. and Crom Structured Opportunities Fund I, LP dated September 22, 2025 and effective September 23, 2025 8-K 9/29/2025 10.3 10.53 Promissory Note issued by Edgemode, Inc. in favor of Crom Structured Opportunities Fund I, LP dated September 22, 2025 8-K 9/29/2025 10.4 10.54 Securities Purchase Agreement between Edgemode, Inc. and Jefferson Street Capital, LLC dated September 22, 2025 and effective September 23, 2025 8-K 9/29/2025 10.5 10.55 Promissory Note issued by Edgemode, Inc. in favor of Jefferson Street Capital, LLC dated September 22, 2025 8-K 9/29/2025 10.6 10.56 Securities Purchase Agreement between Edgemode, Inc. and ClearThink Capital Partners, LLC dated September 30, 2025 8-K 10/9/2025 10.1 10.57 Promissory Note issued by Edgemode, Inc. in favor of ClearThink Capital Partners, LLC dated September 30, 2025 8-K 10/9/2025 10.2 10.58 Cordoba Land Lease Agreement dated July 18, 2024 by and between Antonio Perez and Jose Mora 10-Q 11/14/2025 10.18 10.59 Vianos Land Lease Agreement dated November 4, 2024 by and between Jose Garcia and Jose Mora 10-Q 11/14/2025 10.19 10.60 Torrecampo Land Lease Agreement dated March 3, 2025 by and between Julian Cabrera and Jose Mora 10-Q 11/14/2025 10.20 10.61 Malpica Land Lease Agreement dated February 24, 2025 by and between Francisco Partearroyo and Jose Mora 10-Q 11/14/2025 10.21 10.62 Caceres Land Lease Agreement dated May 26, 2025 by and between Antonio Andrada Partearroyo and Jose Mora 10-Q 11/14/2025 10.22 10.63 Vianos Land Lease Assignment Agreement dated December 18, 2024 by and between NGE Spain Solia Renewables SL and Blackberry AIF S.L . 10-Q 11/14/2025 10.23 46 Incorporated by Reference Filed or Furnished Exhibit # Exhibit Description Form Date Number Herewith 10.64 Malpica Land Lease Assignment Agreement dated March 6, 2025 by and between NGE Spain Solia Renewables SL and Blackberry AIF S.L. 10-Q 11/14/2025 10.24 10.65 Torrecampo Land Lease Assignment Agreement dated March 25, 2025 by and between NGE Spain Solia Renewables SL and Blackberry AIG S.L 10-Q 11/14/2025 10.25 10.66 Cordoba Land Lease Assignment Agreement dated March 20, 2025 by and between NGE Spain Solia Renewables SL and Blackberry AIF S.L . 10-Q 11/14/2025 10.26 10.67 Caceres Land Lease Assignment Agreement dated May 29, 2025 by and between NGE Spain Solia Renewables SL and Blackberry AIF S.L . 10-Q 11/14/2025 10.27 10.68 Land Lease Assignment Agreement dated October 10, 2025 by and between Blackberry AIF S.L. and DC Estate Cordoba S.L . 10-Q 11/14/2025 10.28 10.69 Land Lease Assignment Agreement dated October 10, 2025 by and between Blackberry AIF S.L. and DC Estate Vianos S.L . 10-Q 11/14/2025 10.29 10.70 Land Lease Assignment Agreement dated October 10, 2025 by and between Blackberry AIF S.L. and DC Estate Torrecampo S.L. 10-Q 11/14/2025 10.30 10.71 Land Lease Assignment Agreement dated October 10, 2025 by and between Blackberry AIF S.L. and DC Estate Malpica S.L . 10-Q 11/14/2025 10.31 10.72 Land Lease Assignment Agreement dated October 10, 2025 by and between Blackberry AIF S.L. and DC Estate Caceres S.L. 10-Q 11/14/2025 10.32 10.73 Securities Purchase Agreement between Edgemode, Inc. and investor dated November 18, 202 5 8-K 12/1/2025 10.1 10.74 Promissory Note issued by Edgemode, Inc. in favor of investor dated November 20, 2025 8-K 12/1/2025 10.2 10.75 Simon Wajcenberg Conversion Letter Agreement dated December 10, 2025 8-K 12/11/2025 10.1 10.76 Charles Faulkner Conversion Letter Agreement dated December 10, 2025 8-K 12/11/2025 10.2 14.1 Code of Ethics and Business Conduct 10-K 4/17/2023 14.1 19.1 Insider Trading Policy 10-K 4/26/2024 19.1 21.1 List of Subsidiaries Filed 23.1 Consent of M&K CPAS, PLLC Filed 31.1 Certification of Principal Executive Officer (Section 302) Filed 31.2 Certification of Principal Financial Officer (Section 302) Filed 32.1 Certification of Principal Executive Officer (Section 906) (3) Furnished 32.2 Certification of Principal Financial Officer (Section 906) (3) Furnished 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) Filed 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). Filed ______________________ (1) 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. (2) Management contract or compensatory agreement plan or arrangement. (3) This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K. Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our stockholders who make a written request to EdgeMode, Inc., 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301, Attention: Corporate Secretary. Item 16. Form 10-K Summary. None. 47 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on April 13, 2026. EDGEMODE, INC. Date: April 13, 2026 /s/ Charles Faulkner Charles Faulkner Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Edgemode, Inc. and in the capacities and on the dates indicated. Signature Title Date /s/ Charles Faulkner Chief Executive Officer April 13, 2026 Charles Faulkner (Principal Executive Officer) and Director /s/ Simon Wajcenberg Chief Financial Officer April 13, 2026 Simon Wajcenberg (Principal Financial Officer) (Principal Accounting Officer) and Director 48