Material Agreement, Private Placement (Form 8-K)

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.