Edgemode, Inc.

8-K · edgemode_8k.htm iXBRL

0001652958

 2026-06-03
 2026-06-03

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 UNITED
STATES

 SECURITIES AND
EXCHANGE COMMISSION

 Washington, D.C. 20549

  

 FORM 8-K

  

 CURRENT REPORT

  

 Pursuant to Section 13 or 15(d)

 of the Securities Exchange Act of 1934

  

 Date of Report (Date of earliest event reported):
 June 3, 2026

  

 Edgemode,
Inc.

 (Exact name of registrant as specified in its charter)

  

 Nevada
  
 000-55647
  
 47-4046237

 (State or Other Jurisdiction

of Incorporation)
  
 (Commission

File Number)
  
 (I.R.S. Employer

Identification No.)

  

 110 E. Broward Blvd. , Suite 1700 , Ft. Lauderdale ,
 FL 33301

 (Address of Principal Executive Offices, and Zip
Code)

  

 (954) 380-3343

 Registrant’s Telephone Number, Including
Area Code

  

 ________________________________

 (Former Name or Former Address, if Changed Since
Last Report)

  

 Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  

 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  
  

 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  
  

 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  
  

 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities registered pursuant to 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

  

 Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

  

 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. ☐

  

  

  

      

  

  

 Item 8.01 Other Events.

  

 On June 3, 2026, Edgemode,
Inc. (the “Company”) entered into a non-binding term sheet (the “Term Sheet”), with the current shareholders of
Ibersun Generación, S.L., a limited liability company organized under the laws of Spain (“Ibersun”), for the acquisition
of 51% of the equity interests of Ibersun. If consummated as contemplated, the Company would acquire majority control of Ibersun for approximately
$7,200,000 USD and utilize Ibersun’s assets, including battery energy storage system projects, land plots, and grid access rights,
to develop data center and energy storage projects in Spain (the “Proposed Transaction”). The closing of the Proposed Transaction
will be subject to customary due diligence, negotiation and execution of final binding agreements, regulatory approvals, and satisfaction
of closing conditions. To close the Proposed Transaction, the Company requires significant additional capital. There are no assurances
that the Company will receive sufficient capital to complete the Proposed Transaction or will receive capital on reasonable terms. If
the Company is unable to obtain financing sufficient to fund the Proposed Transaction, the transaction will not be consummated. Even if
the Company obtains financing, there can be no assurance that the parties will successfully negotiate and enter into a definitive agreement,
or that the Proposed Transaction will be consummated on the terms or timeframe currently contemplated, or at all.

  

  

  

  

  

  

  

  

  

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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: June 9, 2026
 By:
 /s/ Charles Faulkner

  
 Name:
 Charles Faulkner

  
 Title:
 Chief Executive Officer

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

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