BlockchAIn (NYSE: AIB) completes $63.25M common stock offering with full option exercise
Rhea-AI Filing Summary
BlockchAIn Digital Infrastructure, Inc. completed the full exercise of the underwriter’s over-allotment option in its recent common stock offering. Lucid Capital Markets bought an additional 4,999,999 shares at $1.65 per share less underwriting discounts, adding gross proceeds of about $8.25 million and net proceeds of $7,754,998.45.
Including this option exercise, the company sold a total of 38,333,333 shares of common stock in the offering for aggregate gross proceeds of approximately $63.25 million before fees and expenses. BlockchAIn plans to use the net proceeds for working capital, capital expenditures to grow its AI-focused infrastructure business, and general corporate purposes, and also issued Lucid 200,000 warrants at a $1.815 exercise price exercisable until June 5, 2031.
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Insights
BlockchAIn fully upsizes its equity raise to $63.25M.
BlockchAIn reports that Lucid Capital Markets exercised its over-allotment option in full, adding 4,999,999 shares to the recent equity deal at $1.65 per share. This lifts total offering size to 38,333,333 shares and aggregate gross proceeds to about $63.25 million.
The filing states net proceeds of $7,754,998.45 from the over-allotment alone, after underwriting discounts and commissions. The company intends to direct the overall net proceeds toward working capital, capital expenditures to expand AI and high-performance computing infrastructure, and general corporate purposes.
BlockchAIn also issued Lucid and its designees Representative Warrants for 200,000 shares at an exercise price of $1.815 per share, exercisable until June 5, 2031. These add a modest layer of potential future dilution contingent on Lucid’s exercise decisions and future share price performance.
8-K Event Classification
Key Figures
Key Terms
over-allotment option financial
Representative Warrants financial
registration statement on Form S-1 regulatory
underwritten public offering financial
forward-looking statements regulatory
Electric Service Agreement other
UNITED STATES
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CURRENT REPORT
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Item 8.01 Other Events
As previously disclosed, on June 8, 2026, BlockchAIn Digital Infrastructure, Inc., a Delaware corporation (the “Company”) closed its public offering (the “Offering”) of 33,333,334 shares of the Company’s Common Stock, par value $0.0001 (the “Common Stock”), at a public offering price of $1.65 per share. Under the terms of the Underwriting Agreement, we granted Lucid Capital Markets, LLC (“Lucid”) an option, exercisable for 45 days following the closing of the Offering, to purchase up to an additional 4,999,999 shares of Common Stock at the public offering price less the underwriting discounts and commissions to cover over-allotments, if any.
On June 15, 2026, Lucid exercised the over-allotment option in full. On June 17, 2026, the Company closed its sale of an additional 4,999,999 shares of Common Stock at a public offering price of $1.65 per share less the underwriting discount, generating additional net proceeds of $7,754,998.45, after deducting underwriting discounts and commissions.
On June 17, 2026, the Company issued to Lucid and its designees warrants to purchase an aggregate of 200,000 shares of Common Stock (the “Representative Warrants”). The Representative Warrants are immediately exercisable upon issuance at an exercise price of $1.815 per share until June 5, 2031.
On June 18, 2026, the Company issued a press release announcing the closing of the over-allotment, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release, dated June 18, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| Date: June 18, 2026 | BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC. | |
| /s/ Jerry Tang | ||
| Name: | Jerry Tang | |
| Title: | Chief Executive Officer and President | |
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Exhibit 99.1
BlockchAIn Announces Full Exercise of Underwriter’s Option to Purchase Additional Shares of Common Stock
NEW YORK, June 18, 2026 -- BlockchAIn Digital Infrastructure, Inc. (NYSE American: AIB) (“BlockchAIn” or the “Company”), a developer and operator of digital infrastructure focused on artificial intelligence (“AI”) workloads, today announced that the underwriter of its public offering of common stock has exercised in full its option to purchase an additional 4,999,999 shares of its common stock at the public offering price of $1.65 per share less the underwriting discounts and commissions, resulting in additional gross proceeds of approximately $8.25 million.
Including the full exercise of the option, the Company sold a total of 38,333,333 shares of its common stock in the offering, for aggregate gross proceeds of approximately $63.25 million, before deducting underwriting discounts and commissions and other offering expenses. The Company intends to use the net proceeds from the offering for working capital, capital expenditures relating to growing its business, and general corporate purposes.
Lucid Capital Markets acted as the sole book-running manager for the offering.
The shares of common stock issued as part of the underwritten public offering were offered pursuant to a registration statement on Form S-1 (File No. 333-296413), which was initially filed with the U.S. Securities and Exchange Commission (“SEC”) on June 2, 2026 and declared effective on June 4, 2026. Copies of the final prospectus can be obtained for free on the SEC’s website at www.sec.gov or by contacting Lucid Capital Markets, LLC, 570 Lexington Avenue, 40th Floor, New York, NY 10022.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About BlockchAIn
BlockchAIn 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 contained in this press release 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, the intended use of proceeds from the public offering, statements regarding the planned conversion of CLT-01 from data mining to AI and HPC data center capacity, the expected benefits of the Electric Service Agreement, the anticipated availability and timing of utility load under the agreement, the planned site transition and incremental data hall capacity, the Company’s ability to attract and contract with additional AI and HPC customers, and the Company’s growth and development pipeline. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of AIB’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 the utility counterparty under the Electric Service Agreement, delays in permitting and regulatory approvals, utility interconnection and energization timing, tariff and rate changes, equipment availability, supply chain conditions, contractor performance, site transition execution, the ability to attract and retain key personnel to manage the business effectively, competition from existing or new offerings that may emerge, 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”). 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 announcement are made as of this date, 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 we hereafter become aware, except as required under applicable law.
Investor Relations
Chris Tyson
Executive Vice President
MZ Group - MZ North America
Phone: (949) 491-8235
AIB@mzgroup.us
www.mzgroup.us