UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On March 23, 2026, Edgemode, Inc. (the “Company”), Blackberry, AIF (“BAIF”) and DC Estate Solutions Cayman Limited (collectively, the “Parties”) entered into a second addendum (the “Second Addendum”) to that certain Joint Venture Agreement effective January 22, 2026, as amended by that certain addendum dated January 27, 2026 (the “Joint Venture Agreement”), by and among the Parties. 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 Joint Venture Agreement for 400,000,000 shares of the Company’s restricted common stock (the “Shares”) to BAIF or its assignees with the Shares being fully paid and non-assessable on the date of execution of the Second Addendum. Except as set forth herein, the terms of the Joint Venture Agreement remain in full force and effect.
The foregoing description of the Second Addendum is not complete and is qualified in its entirety by the full text of the Second Addendum, filed herewith as Exhibit 10.1 which is incorporated by reference into this item 1.01.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure in Item 1.01 is incorporated herein by reference. The issuance of the Shares were exempt from registration pursuant to Section 3(a)(9) of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit # | Exhibit Description | ||
| 10.1 | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Edgemode, Inc. | ||
| Dated: March 24, 2026 | By: | /s/ Charles Faulkner |
| Name: | Charles Faulkner | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
Addendum No. 2 – Conversion of Stock Options into Issued Shares and
Strategic Partnership Strengthening (Pipeline Optimization)
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23rd March 2026
In Seville, on 23rd March 2026
Between:
(i) BLACKBERRY AIF, S.L., a company duly incorporated under the laws of Spain, with registered office at C/ Virgen de Luján nº 48, ground floor right, 41011 Seville, Spain (hereinafter, “BAIF”);
(ii) EDGEMODE, INC., a corporation incorporated under the laws of the State of Nevada, United States of America (hereinafter, “EDGM”);
and
(iii) DC ESTATE SOLUTIONS CAYMAN LIMITED, a company incorporated under the laws of the Cayman Islands (hereinafter, “DC Cayman”).
BAIF, EDGM and DC Cayman may be referred to collectively as the “Parties” and individually as a “Party.”
1. REFERENCE TO EXISTING AGREEMENTS
The Parties acknowledge that:
| 1. | On January 22, 2026, the Parties entered into the Joint Venture Agreement for AI Data Centers Projects (the “Original JVA”), which governs their relationship for the joint development of artificial intelligence data center projects. | |
| 2. | On January 27, 2026, the Parties executed an Addendum to the Original JVA (the “First Addendum”), through which additional projects were incorporated and additional incentives were granted to BAIF. | |
| 3. | Pursuant to the Original JVA and the First Addendum, EDGM granted to BAIF stock options to acquire a total of 400,000,000 ordinary shares of EDGM. | |
| 4. | The Parties now wish to simplify the compensation structure previously agreed, replacing such stock options with fully issued and paid ordinary shares of EDGM, and to reaffirm their intention to continue expanding their strategic relationship in the development of future data center projects. |
Accordingly, the Parties agree to enter into this Addendum No. 2.
2. PURPOSE OF THIS ADDENDUM
The purpose of this Addendum is to:
a) Convert the stock options previously granted to BAIF into issued ordinary shares of EDGM;
b) Simplify the compensation structure agreed between the Parties; and
c) Reaffirm the intention of the Parties to continue jointly developing future data center projects within the framework of the Original JVA.
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3. CONVERSION OF STOCK OPTIONS INTO ISSUED SHARES
EDGM hereby agrees that the 400,000,000 (four hundred million) stock options previously granted to BAIF under the Original JVA and the First Addendum shall be fully cancelled and replaced by the direct issuance of 400,000,000 (four hundred million) ordinary shares of EDGM.
Such shares shall be issued:
| · | fully paid and non-assessable, | |
| · | with no exercise price or payment obligation required from BAIF, and | |
| · | with the same economic and voting rights as all other ordinary shares of EDGM. |
This conversion fully replaces any rights previously arising from the stock options granted to BAIF.
4. ISSUANCE AND DELIVERY OF SHARES
| a) | EDGM undertakes to issue the 400,000,000 (four hundred million) ordinary shares referred to in Clause 3 within a maximum period of ten (10) days from the execution date of this Addendum. |
In the event that such issuance is not completed within the above-mentioned period:
(i) this Addendum shall automatically terminate, and all rights and conditions previously existing under the Original JVA and the First Addendum shall be fully reinstated, including, without limitation, the validity and enforceability of the stock options originally granted to BAIF; and
(ii) in the event that such stock options are not fully and effectively reinstated, BAIF shall be entitled to exercise the protection mechanisms, enforcement rights and equity reversion mechanisms set forth in the Original JVA and the First Addendum, including the recovery of control over the corresponding SPVs.
Such issuance shall be valid, effective and fully enforceable under applicable law.
b) Register such shares in the name of EMM INTERNATIONAL INVESTMENT LTD, or in the name of any entity designated in writing by BAIF;
c) Ensure that such shares are issued free and clear of any liens, encumbrances or restrictions, except those arising under applicable law or the rules of the market where EDGM may be listed or traded.
The issued shares shall grant the holder full economic and voting rights in EDGM in accordance with applicable law.
5. CONTINUATION AND EXPANSION OF THE STRATEGIC RELATIONSHIP
As part of the agreement reached in this Addendum, the Parties confirm their intention to continue expanding their strategic relationship, including the potential incorporation of future artificial intelligence data center projects or other digital infrastructure projects.
The incorporation of such future projects shall be carried out, where applicable, through additional agreements between the Parties within the framework of the Original JVA and its subsequent addenda.
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6. SCOPE OF PROJECTS
6.1 Preservation of Monthly Payment Obligations
The Parties expressly acknowledge and confirm that:
a) the monthly payment obligation of USD 125,000 established under the Original JVA remains fully valid, binding and enforceable in accordance with its terms; and
b) the additional monthly payment obligation of USD 100,000 established under the First Addendum, payable from May 1, 2026, remains equally fully valid, binding and enforceable in accordance with its terms.
The Parties further acknowledge that the additional pipeline originally incorporated under the First Addendum, which amounted to a total of 2,050 MW, has been replaced and enhanced by an updated pipeline totaling 2,850 MW. Making the total capacity under development in Spain 4,350 MW.
Accordingly, the Parties expressly recognize that the total capacity of the updated pipeline exceeds the originally contemplated pipeline by 800 MW, thereby maintaining and strengthening the economic and strategic balance that formed the basis for the additional monthly compensation agreed in favor of BAIF.
For all these reasons, as well as any substitution, expansion, optimization or reconfiguration of the pipeline that maintains or increases the total previously contemplated capacity, such changes shall in no event constitute grounds for EDGM or DC Cayman to withhold, defer, suspend, offset, renegotiate or terminate the payment of the USD 125,000 monthly amount under the Original JVA and the additional USD 100,000 monthly amount under the First Addendum and shall be independent from the specific composition of the project pipeline.
7. CONTINUATION OF EXISTING AGREEMENTS
Except as expressly modified by this Addendum:
| · | all provisions of the Original JVA and the First Addendum remain fully valid and binding, and | |
| · | shall continue to apply between the Parties. |
This Addendum shall be interpreted together with those agreements as part of a single contractual framework.
7. GOVERNING LAW AND DISPUTE RESOLUTION
This Addendum shall be governed by the same governing law and dispute resolution mechanisms established in the Original JVA.
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8. SIGNATURES
In witness whereof, the Parties, through their duly authorized representatives, execute this Addendum on the date and place indicated above.
FOR BAIF
/s/ Jose Mora
Name: Jose Mora
Title: CEO
Date:23rd March 2026
FOR EDGEMODE, INC.
/s/ Simon Wajcenberg
Name: Simon Wajcenberg
Title: CFO
Date: 23rd March 2026
FOR DC ESTATE SOLUTIONS CAYMAN LIMITED
/s/ Simon Wajcenberg
Name: Simon Wajcenberg
Title: CFO
Date: 23rd March 2026
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