Item 1.01 Entry into a Material Definitive Agreement.

The disclosure set forth below under Item 2.01 of this Current Report on Form 8-K ("report") is incorporated by reference into this Item 1.01.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Effective January 31, 2022 (the "Effective Time"), Fourth Wave Energy, Inc., (the "Company"), FWAV Acquisition Corp., a Wyoming corporation and wholly owned subsidiary of the Company (the "Acquisition Subsidiary") and EdgeMode, a Wyoming corporation ("EdgeMode") closed on the previously disclosed Agreement and Plan of Merger and Reorganization dated December 2, 2021 (the "Merger Agreement"). In accordance with the Merger Agreement, Acquisition Subsidiary merged with and into EdgeMode (the "Merger" or "Transaction"), with EdgeMode remaining as the surviving entity after the Merger and becoming a wholly owned subsidiary of the Company. In the Merger, the shares of common stock, no par value per share, of EdgeMode issued and outstanding immediately prior to the Effective Time, represent 80% of the Company's outstanding common stock on a fully diluted basis (or 313,950,672 shares of common stock). Furthermore, pursuant to the terms of the Merger the Company's sole shareholder of the Company's preferred stock converted such shares into 1,000 shares of common stock.

Joseph Isaacs, the Company's sole officer and director resigned as an executive officer and director. Pursuant to the terms of the Merger Mr. Isaacs will provide services to the Company in a consultancy capacity at a fee of $11,500 per month and has been issued a stock option grant to purchase up to 19,987,095 shares of the Company's common stock, vesting in 90 days, at an exercise price of $0.40 per share. The consulting agreement may be terminated by the Company without cause after three months. In addition, Mr. Isaacs received a $250,000 cash bonus. Charlie Faulkner and Simon Wajcenberg, the principals of EdgeMode, were appointed as directors and executive officers as described below:

· Charlie Faulkner - President and Chief Executive Officer; and

· Simon Wajcenberg - Chief Financial Officer, Treasurer, Secretary and Executive


   Chairman.

See "Named Executive Officer" Employment Agreements beginning on page 31 for a description of the Employment Agreements and stock option grants executed by Mr. Faulkner and Mr. Wajcenberg.

Simultaneously with the Merger, approximately $4,574,132 of principal and interest of outstanding notes previously issued by the Company automatically converted into an aggregate of 18,296,528 shares of the Company's common stock issued to 31 former noteholders. In addition, the Company has repaid approximately $988,000 of principal amount of notes. At the Effective Time the Company has nominal liabilities, excluding the debt and liabilities of EdgeMode.

The foregoing description of the Merger Agreement and the related transactions consummated and contemplated thereby is qualified in its entirety by the full text of the Merger Agreement which is filed herewith as Exhibit 2.1.





                              Form 10 Information

Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements within in meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning paying off the amounts due on our equipment, expected delivery, anticipated mining capacity available to us from our hosting partners, anticipated future results of operations, he growth of our business, our future capital needs and ability to obtain financings and liquidity. Words such as "expect," "may," "anticipate," "intend," "would," "plan," "believe," "estimate," "should," and similar words and expressions identify forward-looking statements. These statements are based on the Company's estimates, projections, beliefs and assumptions and are not guarantees of future performance.











  2

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements are discussed in the Risk Factors section of this report and include, without limitation, failure to obtain financing to pay for equipment we currently own and/or plan to purchase, decrease in the price of the cryptocurrency that we purchase, unanticipated issues which decreased mining capacity, and our need for and challenges we may face in obtaining the necessary financing to execute our business plan on favorable terms or at all. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise. For more information regarding some of the ongoing risks and uncertainties of our business, see the Risk Factors section of this report.





                                    BUSINESS



Corporate History

Prior to the closing of the Transaction, FWAV was a shell company with nominal assets and liabilities.

EdgeMode was incorporated in the State of Wyoming in March 2020. EdgeMode's office is located at 350 North Orleans Street, Suite 9000N, Chicago, IL 60654 and its website address is www.edgemode.io. We have not incorporated by reference into this report the information that can be accessed through our website and you should not consider such information to be part of this report.





Our Company

EdgeMode is an early-stage cryptocurrency mining. Although we have historically mined Ethereum, we are now focused on expanding our operations by mining Bitcoin. We provide investors with direct exposure to cryptocurrencies, without the technical complexity or constraints of purchasing the underlying cryptocurrency. Investors avoid the need to create online wallets, wire money offshore, and safely store their cryptocurrency. . . .

Item 3.02 Unregistered Sales of Equity Securities.

On January 31, 2022, the Company consummated the Transaction under the Merger Agreement. The disclosure in Item 1.01 is incorporated herein by reference. The issuances of the foregoing securities were exempt from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, on January 31, 2022, Mr. J. Jacob Isaacs resigned as Chief Executive Officer and as a Board member of the Company, and each of Messrs. Charlie Faulkner and Simon Wajcenberg were appointed as officers and directors of the Company. The biographical information and employment terms for each of these individuals is set forth in Item 2.01 under "Directors and Officers" which is incorporated herein by reference.

Item 5.06 Change in Shell Company Status.

As a result of the closing of the Transaction described in Items 1.01 and 2.01 of this report, which description is incorporated by reference in this Item 5.06 of this report, the Company ceased being a shell company as such term is defined in Rule 12b-2 under the Exchange Act.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits.



                                                                                           Filed or
                                                            Incorporated by Reference      Furnished
Exhibit #               Exhibit Description                Form        Date      Number    Herewith
   2.1      Agreement and Plan of Merger and               8-K       12/8/21       2.1
            Reorganization*
   3.1        Certificate of Incorporation, As                                               Filed
            Amended
   3.2        Bylaws                                                                         Filed
  10.1        Form of Executive Employment Agreement                                         Filed
  10.2        Consulting Agreement - Isaacs                                                  Filed
  10.3        Form of Option Agreement                                                       Filed
  10.4        Form of Note Conversion                                                        Filed
  10.5        Compute North Master Agreement                                                 Filed
  10.6        Trinity Mining Technologies                                                    Filed
  10.7        2CRSI Agreements                                                               Filed
  23.1        Consent of Independent Registered Public                                       Filed
            Accounting Firm
  99.1        Audited Financial Statements of EdgeMode                                       Filed
            for the period March 9, 2020 (Inception) to
            December 31, 2020
  99.2        Unaudited Financial Statements of                                              Filed
            EdgeMode for the Nine Months Ended
            September 30, 2021
  99.3        Pro Forma Financial Information of                                             Filed
            EdgeMode
   104      Cover Page Interactive Data File -- the
            cover page XBRL tags are embedded within
            the Inline XBRL document

* Exhibits and/or Schedules have been omitted. The Company hereby agrees to

furnish to the Staff of the Securities and Exchange Commission upon request


    any omitted information.










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