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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):
September 4, 2026
| AIB Data Centers Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
|
001-43194 |
|
39-2631241 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 1540 Broadway, Ste 1010, New York, New York |
|
10036 |
| (Address of principal executive offices) |
|
(Zip Code) |
| (646) 493-2993 |
| (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 |
| Common Stock, $0.0001 par value per share |
|
AIB |
|
NYSE American LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 1.01 — Entry into a Material Definitive
Agreement.
On September 4, 2026, AIB Data Centers Inc.
(the “Company”) entered into two interdependent definitive agreements to acquire certain real property and related
assets located in Texas, comprising approximately 29.385 acres for development as a data center site (the “Transaction”)
with an existing 15 MW of primary electric service on Property A and up to 40 MW of primary electric service to be
delivered to Property B upon the date that the facilities are placed in service. The Transaction is structured as two linked, concurrently
closing components and the aggregate consideration for the Transaction is approximately $17,225,400.
Purchase and Sale Agreement (the “PSA”)
The Company entered into a Purchase and Sale Agreement,
dated September 4, 2026, with a local seller (“Seller A”), pursuant to which the Company agreed to acquire approximately 5.00
acres of real property located in Texas (“Property A”), together with all improvements, easements, mineral, oil and gas rights,
water rights, and related interests, for a purchase price of $8,250,000 payable in cash at closing. Property A is currently served by
an existing Facilities Extension Agreement with a local utility provider (the “Utility Company”) providing 15 MW of primary
electric service. There are no material relationships between the Company and Seller A other than with respect to the Purchase and Sale
Agreement.
Membership Interest Purchase Agreement (the
“MIPA”)
Concurrently with the PSA, the Company entered
into a Membership Interest Purchase Agreement, dated September 4, 2026, with another local seller (Seller B”), pursuant to which
the Company agreed to acquire 100% of the interests in a Delaware limited liability company, which has the right to acquire fee simple
title to approximately 24.385 acres of adjacent real property in Texas (“Property B”). There are no material relationships between
the Company and Seller B other than with respect to the Membership Interest Purchase Agreement.
The purchase price under the MIPA is $8,975,400,
of which $2,975,400 is payable at closing and $6,000,000 (the “Deferred Payment”) is payable to Seller B on the date that the
Utility Company places the Property B facilities in service (the “Release Date”). The Deferred Payment is secured by an irrevocable
standby letter of credit issued by JPMorgan Chase Bank, N.A. in the amount of $6,000,000 for the benefit of Seller B. If the Release Date
has not occurred on or prior to December 31, 2028, the Company may substitute a parent guaranty for the letter of credit, subject to certain
creditworthiness requirements. Property B is supported by a Facilities Extension Agreement with the Utility Company (the “Property
B FEA”) providing for 40 MW of primary electric service. Performance security under the Property B FEA is supported by a separate
irrevocable standby letter of credit issued by JPMorgan Chase Bank, N.A. in the amount of $1,754,640 for the benefit of the Utility Company.
The foregoing descriptions of the PSA and the
MIPA do not purport to be complete and are qualified in their entirety by reference to the redacted text of such agreements, copies of
which are filed (with certain portions redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K) as Exhibits 10.1 and 10.2 to
this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.01 — Completion of Acquisition
or Disposition of Assets.
On September 11, 2026, AIB Data Centers Inc. (the
“Company”) completed its acquisition of certain real property and related assets located in Texas, for development as a data
center site, pursuant to the two interdependent agreements described under Item 1.01 of this Current Report on Form 8-K, which description
is incorporated herein by reference.
Item 2.03 — Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
In connection with the Transaction described under
Item 1.01 of this Current Report on Form 8-K, which description is incorporated herein by reference, on September 11, 2026, the Company
incurred the following obligations:
Deferred Payment Obligation
Pursuant to the MIPA, the Company is obligated
to pay to Seller B a deferred purchase price installment of $6,000,000 (the “Deferred Payment”) on the date that the Utility
Company places the Property B facilities in service (the “Release Date”). If the Release Date has not occurred on or prior to
December 31, 2028, the Company may, subject to certain creditworthiness requirements, substitute a parent guaranty for the letter of credit
described below.
Standby Letters of Credit
At Closing, the Company caused JPMorgan Chase
Bank, N.A. to issue two irrevocable standby letters of credit: (i) a $6,000,000 letter of credit for the benefit of Seller B securing
the Deferred Payment, drawable upon, among other things, failure to pay the Deferred Payment when due or certain bankruptcy-related events;
and (ii) a $1,754,640 letter of credit for the benefit of the Utility Company securing performance obligations under the Facilities Extension
Agreement for 40 MW of primary electric service to Property B. Each letter of credit expires on August 30, 2027 and renews automatically
for successive twelve-month periods. The aggregate face amount of the two letters of credit is $7,754,640. If drawn, the Company would
be obligated to reimburse JPMorgan Chase Bank, N.A. for any amounts paid thereunder.
The foregoing descriptions are qualified in their
entirety by reference to the redacted text of the PSA and the MIPA, copies of which are filed (with certain portions redacted in accordance
with Item 601(b)(10)(iv) of Regulation S-K) as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by
reference.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical fact, contained in this Current Report are forward-looking statements. Forward-looking
statements may be identified by the use of words such as “may,” “could,” “will,” “should,” “would,”
“expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “project” or “continue” or the negative of these terms or other comparable terminology and
include, but are not limited to, statements regarding the planned development of the acquired properties as data center infrastructure,
the anticipated availability and timing of electric capacity under the Facilities Extension Agreements, the expected energization and
placement in service of Property B facilities, the Company’s ability to attract and contract with AI, HPC, and other data center customers
for the acquired sites, the intended use and development timeline of the acquired properties, and the Company’s broader growth and development
pipeline. These statements are based on various assumptions, whether or not identified in this Current Report, and on the current expectations
of the Company’s management and are not predictions of actual performance. You should not place undue reliance on forward-looking statements
because they involve known and unknown risks, uncertainties, and other factors, including without limitation, the performance of utility
counterparties under the Facilities Extension Agreements, delays in permitting and regulatory approvals, utility interconnection and energization
timing, tariff and rate changes, equipment availability, supply chain conditions, contractor performance, site development and construction
execution, environmental and land-use conditions affecting the acquired properties, the ability to attract and retain key personnel to
manage the business effectively, competition from existing or new data center offerings that may emerge, potential impairment of the deferred
payment obligation or letters of credit, and broader market and economic conditions. These risks, uncertainties and other factors are
described more fully in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the Company’s
most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. These risks, uncertainties and other factors are, in some cases,
beyond the Company’s control and could materially affect results. If one or more of these risks, uncertainties or other factors become
applicable, or if these underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied
or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. Forward-looking statements
contained in this Current Report are made as of the date hereof, and the Company undertakes no duty to publicly update or correct any
forward-looking statements to reflect events or circumstances that subsequently occur or of which it hereafter becomes aware, except as
required under applicable law.
Item 9.01 — Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| 10.1* |
|
Purchase and Sale Agreement, dated September 4, 2026, by and between AIB Data Centers Inc. and [***] |
| 10.2* |
|
Membership Interest Purchase Agreement, dated September 4, 2026, by and between AIB Data Centers Inc. and [***] |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally
an unredacted copy of the exhibit to the SEC upon its request. |
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.
| Date: September 11, 2026 |
AIB Data Centers Inc. |
| |
|
| |
/s/ Jerry Tang |
| |
Name: |
Jerry Tang |
| |
Title: |
Chief Executive Officer |
