What changed in this filing

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Item 1. Business

2026-04-13 compared with 2025-05-02 · 259 added, 134 removed, 67 unchanged (85% of the section changed)

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hardware and hosting contracts.

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

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

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

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”), Edgemode, Inc., Synthesis Analytics Production Ltd, an England and Wales private limited company

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

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

In accordance

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

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

stock at the Effective Time.

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

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

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

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

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

Following the closing of the Share Exchange, Edgemode,

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

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.

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

change its name to EdgeMode Europe Limited.

The acquisition of SAPL has positioned us to enter

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

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

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

computing as well as machine learning and artificial intelligence.

The acquisition of SAPL will enable us to become

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

We believe that opportunities

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

colocation services to third parties engaged in HPC.

Our goal is to utilize the assets we have acquired

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

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

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

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

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.

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

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

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

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.

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.

event DC Estate Solutions develops the Data Centers and sells such Data Centers, BAIF will be entitled to a bonus as defined under the

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

(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.

Business Strategy

Our business strategy is to generate revenue and

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 the SAPL

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

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

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

yet generated any revenues to date and require significant financing to develop our business.

Our strategy is focused on hyperscale cloud-based

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

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

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

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

“Risk Factors.”

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

High-Performance Computing Hosting

AI Data Center Infrastructure Development

HPC is a technology that uses clusters of powerful

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

Our HPC hosting revenue will be generated by licensing

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

These licensing agreements and orders include

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

non-component elements such as taxes.

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

on a recurring basis.

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

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

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.

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

The Master Services Agreement term commenced on April 8, 2025 when Cudo’s hardware was delivered to our data center.

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.

Competition and Market Conditions

The HPC market is highly competitive.

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

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

convert existing digital mining facilities into HPC colocation facilities.

Many of these competitors are better established, have better

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

cost of capital.

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

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

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

skill with respect to performance.

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

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

Dependence on Suppliers and Customers

Our hosting activities will compete with many

other hosting operations.

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

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

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

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

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

fee for our high up-time and operational expertise.

Suppliers and Development Efforts

Power Providers

Through SAPL, and the agreement dated December

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

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

We will continue to cultivate relationships

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

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

Through our acquisition of SAPL, and SAPL’s

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

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

Our initial intent is to use the 1,050

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

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

finance the build.

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

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

In addition to the acquisition of the Building

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

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

“Property Purchase”).

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

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

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

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

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

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

building until the clients are secured.

We have also secured a cooling agreement (the

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

Marviken One has water rights

which provide access to the Baltic Sea.

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

Center and 75MW Center.

We also assumed a 5% promissory note in the principal

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

price for the Property Purchase.

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

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

The Note is secured by the Marviken

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

Further, from our acquisition of SAPL, we also

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

These components will

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

For all facility development, we will rely heavily

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

host our customers’ HPC colocation needs.

Our HPC hosting operations will generate revenue

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

The HPC hosting operation provides colocation,

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

intelligence.

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

of approximately 68 MW IT Load.

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.

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

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.

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.

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 have acquired the intellectual property (“IP”)

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

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

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

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

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

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

The regulatory landscape surrounding HPC services,

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As of April 13, 2026, we had 2 full-time employees,

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

We also intend to engage consultants

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

None of our employees are represented by a labor union or

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

including 2 of our executive officers, and excluding DC Estate Solutions.

We hire consultants from time to time and currently engage 5

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

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Not applicable to small reporting companies.

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

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

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

What changed 10-K

Item 1. Business