M&A - Edgemode, Inc.

Form Type: 10-K

Filing Date: 2025-05-02

Corporate Action: Acquisition

Type: Update

Accession Number: 000168316825003051

Filing Summary: Edgemode, Inc. transitioned from cryptocurrency mining to digital infrastructure colocation and high-performance computing (HPC) hosting, closing a Share Exchange Agreement with Synthesis Analytics Production Ltd (SAPL) and Adler Capital Limited on April 7, 2025. The deal involved Edgemode acquiring 100% of SAPL’s outstanding capital stock for approximately 1,260 million shares of Edgemode common stock, representing about 55% of Edgemode’s outstanding shares. This acquisition allows Edgemode to leverage SAPL's existing infrastructure to meet the growing demand for data center facilities focused on cloud computing, machine learning, and artificial intelligence. Edgemode plans to build a Tier 3 data center in Sweden with an initial capacity of 16MW, expecting to start operations in April 2025, and plans additional facilities as demand grows. The business strategy includes focusing on large-scale data center infrastructure and exploring opportunities in the rapidly evolving HPC hosting market, necessitating immediate funding of about $2 million for operational commencement and debt repayment. There are significant risks concerning raising sufficient capital and managing operational challenges while competing in a highly competitive market against well-established firms.

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.