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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): October 23, 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, Suite 1010
New
York, New York |
|
10036 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (646) 493-2993
Not
Applicable
(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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
October 26, 2026, AIB Data Centers Inc. (the “Company”) entered into indemnification agreements (the “Indemnification
Agreements”) with all of its current directors and executive officers, including the Company’s new Chief Operations Officer
(as described below in Item 5.02). The Indemnification Agreements are substantially in the form approved by the Company’s Board
of Directors (the “Board”) for use with each of the Company’s directors and executive officers.
The
Indemnification Agreements provide, among other things and subject to the limitations and exclusions set forth therein, that the Company
will indemnify, hold harmless and exonerate such director and/or executive officer, to the fullest extent permitted by the Delaware General
Corporation Law (the “DGCL”), against all expenses and liabilities actually incurred in connection with any proceeding in
which he or she is, or is threatened to be made, a party or participant by reason of his or her service to the Company, and will advance
expenses incurred in connection with any such proceeding within ten days after receipt of a written request, subject to an undertaking
to repay amounts advanced if it is ultimately determined that he or she is not entitled to indemnification. The Indemnification Agreements
also provide that such director and/or executive officer will be covered by any directors’ and officers’ liability insurance
policy maintained by the Company to the maximum extent of the coverage available for any other director or officer. The rights provided
under the Indemnification Agreements are in addition to any rights the Company’s directors and executive officers may have under
the DGCL and the Company’s certificate of incorporation and bylaws.
The
foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by the full
text of the form of Indemnification Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
October 23, 2026, the Board appointed Jason K. Burnett as Chief Operations Officer of the Company, effective October 26, 2026 (the “Effective
Date”).
Jason
K. Burnett, age 51, most recently served as Chief Operating Officer of Hivelocity, a data center, cloud, and hosting provider, from 2024
to 2026, where he led business operations and acquisition integration across Hivelocity’s managed services and cloud infrastructure
platform. From 2020 to 2024, Mr. Burnett served as Vice President of Customer Operations at DataBank, a provider of enterprise colocation,
edge data center, cloud, and managed security services, where he oversaw managed services, customer support, and service delivery, including
the integration of operations across three acquisitions. Prior to joining DataBank, Mr. Burnett served as Vice President of Operations
at Contegix, an Atlassian hosting partner and consulting services provider, from 2018 to 2019, and as Senior Director of Support Operations
at Contegix from 2017 to 2018. Mr. Burnett has more than 20 years of experience in managed services and cloud infrastructure, including
business operations, acquisition integration, and organizational growth.
In
connection with Mr. Burnett’s appointment as Chief Operations Officer, the Company and Mr. Burnett entered into an offer letter,
dated October 23, 2026 (the “Offer Letter”). Mr. Burnett’s employment will commence on the Effective Date and is at-will,
meaning it is not for any specific term and may be terminated by Mr. Burnett or the Company at any time, for any reason, with or without
notice or cause; provided that Mr. Burnett must provide no less than two weeks’ written notice of any resignation.
As
consideration for his services as Chief Operations Officer, Mr. Burnett will initially be entitled to receive an annual base salary of
$250,000, less applicable withholdings and deductions, which shall increase to an annual rate of $300,000 effective upon the closing
of any financing relating to the Company’s CLT1 site and shall increase further to an annual rate of $350,000 effective upon the
closing of any financing in relation to the Company’s next site, and which is subject to adjustment by the Company in its sole
discretion. In addition, Mr. Burnett will be eligible for site delivery bonuses tied to the successful delivery of Company data center
sites to customers, subject to schedule, budget and operational performance, the amounts, milestones and payment terms of which are set
forth in the Bonus Agreement (as defined and described below), as well as a discretionary annual bonus. Any bonus determinations will
be in the Company’s sole discretion, and no bonus will be deemed earned and payable unless Mr. Burnett is employed in good standing
on the date of payment.
On
October 23, 2026, the Company and Mr. Burnett entered into a Site Delivery Bonus Agreement, to be effective as of October 26, 2026 (the “Bonus
Agreement”), under which Mr. Burnett is eligible to earn a bonus for each data center site delivered to a customer under a signed
lease, in an amount determined by the IT load (measured in MW’s) contracted in the applicable lease. Each site bonus is earned
and payable in three stages—25% upon the closing of site financing and commencement of construction, 25% upon energization and
completion of commissioning, and 50% upon customer handoff—with each stage paid in a lump sum within 30 days after the Company’s
Chief Executive Officer confirms in writing achievement of the applicable milestone by Mr. Burnett. The portion payable at customer handoff
may be increased by up to 50%, in the Company’s sole discretion, if the site is delivered by the lease delivery date without drawing
on budget contingency, and may be decreased by 50% if handoff occurs later than the customer’s grace period under the lease (which
is to be 60 days if the lease sets none). The Bonus Agreement covers the first ten sites to reach customer handoff, after which renewal
is in the Company’s sole discretion. Mr. Burnett must be employed by the Company when a milestone is reached in order to earn the
applicable stage. Additionally, stages not yet earned or not yet paid are forfeited upon termination of Mr. Burnett’s employment.
During
his employment, Mr. Burnett will be eligible to participate in the Company’s 2026 Equity Incentive Plan (the “Plan”),
with the type of equity awards, and the material terms and conditions thereof, to be determined by the Compensation Committee of the
Board in its sole discretion. Any equity award granted to Mr. Burnett shall provide for the acceleration of vesting in the event his
employment is terminated by the Company without cause or by Mr. Burnett for good reason within 12 months following a change of control
of the Company, as each such term is defined in the Plan and/or the applicable grant agreement. Mr. Burnett will also be eligible to
participate in the employee benefit programs maintained by the Company for full-time employees at his level subject to the terms of such
programs and the Offer Letter.
The
foregoing descriptions of the Offer Letter and the Bonus Agreement do not purport to be complete and are qualified in their entirety
by the full text of the Offer Letter and the Bonus Agreement, copies of which are filed as Exhibit 10.2 and Exhibit 10.3, respectively,
to this Current Report on Form 8-K and are incorporated herein by reference.
Mr.
Burnett also entered into an Indemnification Agreement with the Company. For a description of the Indemnification Agreements, see Item
1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
There
is no arrangement or understanding between Mr. Burnett and any other person pursuant to which Mr. Burnett has been appointed as Chief
Operations Officer. There are no family relationships between Mr. Burnett and any of the Company’s directors or executive officers,
and Mr. Burnett has no direct or indirect interest in any transaction, or any proposed transaction, required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
Item
7.01 Regulation FD Disclosure.
On
October 28, 2026, the Company issued a press release titled “AIB Data Centers Announces Appointment of Jason Burnett as Chief
Operations Officer.” A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference in this Item 7.01.
The
information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, and shall not be deemed incorporated by reference into any registration statement or other document filed under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 10.1 |
|
Form of Indemnification Agreement |
| 10.2# |
|
Offer Letter, dated October 23, 2026, by and between the Company and Jason Burnett |
| 10.3# |
|
Site Delivery Bonus Agreement, dated October 23, 2026, by and between the Company and Jason Burnett |
| 99.1 |
|
Press Release, dated October 28, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
| # | Indicates
management contract or compensatory plan |
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.
| |
AIB DATA CENTERS INC. |
| |
|
| |
By: |
/s/
Jerry Tang |
| |
Name: |
Jerry Tang |
| |
Title: |
Chief Executive Officer |
| |
|
| |
Date: October 28, 2026 |
3
Exhibit 99.1

AIB Data Centers Appoints Jason Burnett as Chief
Operations Officer
Former Hivelocity and DataBank Executive Will
Lead Construction and Operations
Appointment Strengthens AIB’s Ability
to Deliver Its Contracted Power Capacity of 120 MW and Further Scale Its Data Center Platform
NEW YORK, NY – October 28, 2026 –
AIB Data Centers Inc. (NYSE American: AIB) (“AIB” or the “Company”), a developer of right-sized, 40–90 MW
data centers for artificial intelligence and high-performance computing customers, today announced the appointment of Jason Burnett as
Chief Operations Officer, effective October 26, 2026. Mr. Burnett will report directly to Jerry Tang, Chief Executive Officer.
“We have secured the power and signed our
anchor customer. The next priority is executing on schedule and on budget,” said Jerry Tang, Chief Executive Officer of AIB Data
Centers. “Jason brings extensive experience managing complex data center operations and integrating acquisitions into a unified
operating platform. His expertise in construction oversight, procurement, and operational execution will be important as we advance multiple
projects.”
The appointment follows several recent milestones
for AIB, including the expansion of its total contracted power capacity from 65 MW to approximately 120 MW and a binding 12-year agreement
with Nebius (Nasdaq: NBIS) for 50 MW of critical IT capacity at the Company's CLT1 data center campus. With contracted power secured and
an anchor customer in place, AIB is strengthening its operating infrastructure to support the next phase of construction and project delivery.
“Building a scalable data center platform
requires consistent execution across every project, from procurement and construction through ongoing operations,” said Mr. Burnett.
“AIB has already established a strong foundation with its contracted power portfolio and Nebius agreement. My focus will be on implementing
the processes, controls, and operating standards needed to deliver projects efficiently and consistently as the portfolio grows. I look
forward to working with Jerry and the team as we move into this next phase.”
Mr. Burnett will oversee construction execution,
procurement, and data center operations, with responsibility for establishing standardized processes to support simultaneous project delivery,
cost control, schedule performance, and operational efficiency as AIB scales its portfolio.
He brings more than 20 years of experience in
data center, cloud, and managed infrastructure operations. Most recently, he served as Chief Operating Officer of Hivelocity, a provider
of bare metal, colocation, and private cloud infrastructure with approximately 50 data centers globally. In that role, he held profit-and-loss
responsibility across operations, infrastructure, product, engineering, and service delivery, and he oversaw platform integration following
four acquisitions. Prior to that, he served as Vice President of Customer Operations at DataBank, Ltd., and held operations leadership
positions at Contegix, Hosting.com, and NeoSpire, where he was the company's third employee and helped launch its first data center. He
began his career in the United States Marine Corps, serving in the Information Systems Management Office of the 8th Engineer Support Battalion
at Camp Lejeune, North Carolina.
About AIB Data Centers
AIB Data Centers Inc. is a developer and operator
of digital infrastructure focused on AI hosting and high-performance computing workloads. The Company's platform combines access to reliable,
scalable power resources with modular infrastructure deployment designed to accelerate the development of next-generation compute capacity.
For more information, visit https://www.aib.us/.
Forward-Looking Statements
This press release contains “forward-looking
statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained
in this press release 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. These statements are based on management’s
current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including the Company’s
ability to attract and retain key personnel, the availability of capital and project financing, the timing and completion of construction,
utility and interconnection work, including at the Company’s CLT1 data center campus, customer demand, the Company’s ability
to satisfy its obligations under customer agreements, changes in applicable laws, regulations or utility requirements, and other factors
described in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the
date of this press release, and the Company undertakes no obligation to update any forward-looking statement except as required by law.
Investor Relations
Chris Tyson
Executive Vice President
MZ Group - MZ North America
Phone: (949) 491-8235
AIB@mzgroup.us
www.mzgroup.us
Media Relations
Alex Petersen
Director of Media Relations
Tigercomm
Phone: (203) 313-7699
media@aib.us