[8-K] BlockchAIn Digital Infrastructure, Inc. Reports Material Event
Rhea-AI Filing Summary
BlockchAIn Digital Infrastructure, Inc. completed an underwritten public offering of 33,333,334 shares of common stock at $1.65 per share, generating approximately $55 million in gross proceeds and about $51.4 million in net proceeds after underwriting discounts and expenses.
The company plans to use the cash for working capital, growth-related capital expenditures, and general corporate purposes. Lucid Capital Markets received a 6.0% underwriting discount and Representative Warrants for 1,333,333 shares at a $1.815 exercise price. Officers, directors and major holders agreed to 90-day lock-ups, and the company accepted 90–180 day limits on new equity and variable-rate financings.
Positive
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Negative
- None.
Insights
BlockchAIn raises $55M via equity, adding cash but increasing share count.
BlockchAIn Digital Infrastructure, Inc. executed a sizeable underwritten stock sale of 33,333,334 shares at $1.65, with gross proceeds of about $55 million and net proceeds of roughly $51.4 million. All shares were issued by the company, so this is a primary capital raise.
Lucid Capital Markets received a 6.0% underwriting discount and 1,333,333 Representative Warrants at a $1.815 exercise price, adding a modest layer of potential future dilution. A 45-day option for up to 4,999,999 additional shares further extends that overhang if exercised.
Short-term supply risk is partly managed by 90-day lock-up agreements for officers, directors and 5% holders, plus company commitments not to issue most new equity for 90 days and to avoid specified Variable Rate Transactions for 180 days. Overall, this is a standard equity raise that boosts liquidity while expanding the share base.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On June 5, 2026, BlockchAIn Digital Infrastructure, Inc., a Delaware corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lucid Capital Markets, LLC (“Lucid”) relating to the public offering (the “Offering”) of 33,333,334 shares (the “Firm 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 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 8, 2026, the Company closed the Offering and issued the Firm Shares for aggregate net proceeds of approximately $51.4 million, after deducting underwriting discounts and commissions and 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.
The Firm Shares were offered, issued and sold pursuant to a registration statement on Form S-1 (File No. 333-296413) and the preliminary prospectus contained therein, which was initially filed with the Securities and Exchange Commission (“SEC”) on June 2, 2026 and declared effective by the SEC on June 4, 2026 (collectively, the “Registration Statement”). A final prospectus relating to the Offering was filed with the SEC on June 8, 2026.
Under the terms of the Underwriting Agreement, Lucid received an underwriting discount of 6.0% of the gross proceeds received in the Offering. In addition, the Company reimbursed Lucid for certain of its expenses in an amount not to exceed $100,000 in the aggregate. On June 8, 2026, in connection with the closing of the Offering, the Company issued to Lucid and its designees warrants to purchase an aggregate of 1,333,333 shares of Common Stock (the “Representative Warrants”). The Representative Warrants are immediately exercisable upon issuance at an exercise price of $1.815 per share for a period of five (5) years from the commencement of sales of the Offering.
On June 5, 2026, the Company and each of its officers, directors and holders of 5% or more of the Common Stock and Common Stock equivalents on a fully-diluted basis entered into lock-up agreements (“Lock-Up Agreements”), pursuant to which they agreed to be subject to a lock-up period of 90 days following the closing of the Offering. Lucid may, in its sole discretion and without notice, waive the terms of any of these Lock-Up Agreements.
Pursuant to the Underwriting Agreement, the Company has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of, any shares of Common Stock or Common Stock equivalents or file any registration statement or any amendment or supplement thereto for a period of ninety (90) days following the closing date of the Offering, subject to certain exceptions. The Company also agreed not to enter into specified Variable Rate Transactions (as defined in the Underwriting Agreement) for a period of one hundred and eighty (180) days following the closing date of the Offering, subject to certain specified exceptions.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and Lucid, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and were subject to limitations agreed upon by the contracting parties.
The foregoing summary of each of the Underwriting Agreement, the form of Representative Warrant, and the form of Lock-Up Agreement is qualified in its entirety by reference to the Underwriting Agreement, the form of Representative Warrant and the form of Lock-Up Agreement attached as Exhibits 1.1, 4.1 and 10.1 hereto, respectively, which are incorporated herein by reference.
Item 8.01 Other Events
On June 5, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On June 9, 2026, the Company issued a press release announcing the closing of the Offering, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 1.1 | Underwriting Agreement, dated June 5, 2026, by and among the Registrant and Lucid Capital Markets, LLC. | |
| 4.1 | Form of Representative Warrant | |
| 10.1 | Form of Lock-Up Agreement | |
| 99.1 | Press Release, dated June 5, 2026 | |
| 99.2 | Press Release, dated June 9, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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 10, 2026 | BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC. | |
| /s/ Jerry Tang | ||
| Name: | Jerry Tang | |
| Title: | Chief Executive Officer and President | |
2
Exhibit 99.1
BlockchAIn Announces Pricing of $55 Million Public Offering of Common Stock
NEW YORK, June 05, 2026 (GLOBE NEWSWIRE) -- 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 the pricing of its underwritten public offering of 33,333,334 shares of its common stock at a public offering price of $1.65 per share, for total gross proceeds of approximately $55 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.
All of the shares of common stock to be sold in the offering will be sold by the Company. In addition, the Company has granted the underwriter a 45-day option to purchase up to an additional 4,999,999 shares of its common stock at the public offering price less the underwriting discounts and commissions. The offering is expected to close on or about June 8, 2026, subject to the satisfaction of customary closing conditions.
Lucid Capital Markets is acting as the sole book-running manager for the offering.
A registration statement on Form S-1 (File No. 333-296413) relating to these securities was declared effective by the Securities and Exchange Commission (“SEC”) on June 4, 2026. The offering is being made only by means of a prospectus, which is part of the effective registration statement. When available, copies of the final prospectus will be filed with the SEC and may be obtained for free on the SEC’s website at www.sec.gov. Copies of the final prospectus related to the offering may also be obtained, when available, 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 completion of the public offering, the satisfaction of customary closing conditions related to the public offering and 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
Exhibit 99.2
BlockchAIn Announces Closing of $55 Million Public Offering of Common Stock
NEW YORK, June 09, 2026 (GLOBE NEWSWIRE) -- BlockchAIn Digital Infrastructure, Inc. (NYSE American: AIB) (“BlockchAIn” or the “Company”), a developer and operator of digital infrastructure focused on artificial intelligence (“AI”) workloads, announces the closing of its previously announced underwritten public offering of 33,333,334 shares of its common stock at a public offering price of $1.65 per share, for total gross proceeds of approximately $55 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.
The Company has granted the underwriter a 45-day option to purchase up to an additional 4,999,999 shares of its common stock at the public offering price less the underwriting discounts and commissions.
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