M&A - Edgemode, Inc.

Form Type: 8-K

Filing Date: 2025-04-08

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825002328

Filing Summary: On April 7, 2025, Edgemode, Inc. completed a Share Exchange Agreement with Synthesis Analytics Production Ltd (SAPL) and Adler Capital Limited (ACL). As part of this acquisition, Edgemode acquired 100% of SAPL's outstanding capital stock in exchange for 1,260,246,354 shares of its common stock, which is approximately 55% of Edgemode's outstanding common stock. The transaction will be treated as an asset acquisition as SAPL does not meet the definition of a business according to ASC 805. The board of directors increased its membership to three, appointing Niclas Adler, CEO of SAPL, as Chief Technology Officer under a new employment contract, which includes a $400,000 annual salary and stock options. Edgemode will also enter into a consultancy agreement with AI Capital Mineco Limited for $300,000, contingent on securing over $2 million in financing. Executive Employment Amendments were made to existing officers, increasing their salaries to $400,000 and establishing stock options. The plan aims to transition from cryptocurrency mining to high-performance computing (HPC) services, targeting growth in the digital infrastructure market, marking a strategic pivot for Edgemode through leveraging SAPL's existing capabilities.

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