Blockchain Digital Infrastructure (NYSE: AIB) completes merger, adds earnout and new governance

Rhea-AI Filing Summary

Blockchain Digital Infrastructure, Inc. completed its business combination with Signing Day Sports, Inc. and One Blockchain LLC, making both companies wholly owned subsidiaries and beginning trading on NYSE American under the symbol AIB. Signing Day Sports stockholders received 3,198,511 Blockchain common shares, while One Blockchain securityholders received 33,225,888 shares, with additional earnout shares of up to 3,863,460 shares tied to achieving 2026 EBITDA of $25 million. Maxim Group received 1,204,669 advisory shares, with up to 140,126 more possible if earnout targets are met. Approximately 70.1% of post‑closing shares are subject to a 6‑month lock‑up, with up to 25% potentially releasable early if the stock trades at or above $9.375 for 20 of 30 trading days. The company adopted a new charter authorizing 1,000,000,000 common shares and 100,000,000 preferred shares, established a 7,526,299‑share equity incentive plan, appointed a new board and executive team led by CEO Jerry Tang, changed auditors to Carr, Riggs & Ingram, and implemented updated governance, committee charters, a code of ethics, a clawback policy, and an insider trading policy.

Insights

M&A and capital markets analyst

Transformative merger creates a new AI/HPC infrastructure public company with significant equity-based incentives and governance reset.

The combination of Signing Day Sports and One Blockchain LLC under Blockchain Digital Infrastructure, Inc. creates a listed AI and high‑performance computing infrastructure platform. One Blockchain holders receive 33,225,888 shares, far larger than the 3,198,511 shares issued to Signing Day Sports holders, effectively shifting control to the infrastructure business.

The structure includes up to 3,863,460 earnout shares tied to $25 million of 2026 EBITDA, plus up to 140,126 additional advisory shares for Maxim Group. These provisions heavily link upside for legacy One Blockchain stakeholders and advisors to future profitability, while a 70.1% lock‑up for six months, with a trading‑price release trigger at $9.375, moderates near‑term selling pressure.

Governance changes are extensive: authorization of 1,000,000,000 common and 100,000,000 preferred shares, a classified board, Delaware forum selection, and a 7,526,299‑share equity incentive plan. New audit, compensation, and nominating committees, a clawback policy, and an insider trading policy align the company with NYSE American and Exchange Act practices, framing future disclosures as the key source for understanding financial performance.

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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): March 12, 2026

BLOCKCHAIN DIGITAL INFRASTRUCTURE, 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)

(917) 558-3563

(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. ☐

Introductory Note

Unless the context otherwise requires, “we,” “us,” “our,” “PubCo,” “BlockchAIn” and the “Company” refer to BlockchAIn Digital Infrastructure, Inc., a Delaware corporation and its consolidated subsidiaries following the Closing (as defined below). Unless the context otherwise requires, references to “Signing Day Sports” refer to Signing Day Sports, Inc., a Delaware corporation, prior to the Closing and a wholly-owned subsidiary of BlockchAIn following Closing. All references herein to the “Board” refer to the board of directors of the Company.

Terms used in this Current Report on Form 8-K (this “Report”) but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the proxy statement/prospectus filed by the Company on February 17, 2026, and such definitions are incorporated herein by reference.

Closing of Business Combination

On March 16, 2026 (the “Closing Date”), the business combination by and among BlockchAIn, Signing Day Sports, One Blockchain LLC, a Delaware limited liability company (“One Blockchain”), BCDI Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of Holdings (“Merger Sub I”), and BCDI Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (“Merger Sub II”) closed. Pursuant to the Business Combination Agreement dated May 27, 2025, as amended, Merger Sub I merged with and into Signing Day Sports, with Signing Day Sports surviving as a wholly-owned subsidiary of the Company (the “Signing Day Sports Merger”) and Merger Sub II merged with and into One Blockchain, with One Blockchain surviving as a wholly-owned subsidiary of the Company (the “One Blockchain Merger”). The Signing Day Sports Merger and the One Blockchain Merger are referred to collectively herein as, the “Business Combination”.

Completion of the Mergers

As previously reported on the Current Report on Form 8-K filed by Signing Day Sports with the SEC on March 13, 2026, Signing Day Sports held a special meeting of stockholders on March 13, 2026 (the “Special Meeting”), at which Signing Day Sports stockholders considered and adopted, among other matters, a proposal to approve the Business Combination, including (a) adopting the Business Combination Agreement and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in the proxy statement/prospectus.

On the Closing Date, (i) Signing Day Sports effected the Signing Day Sports Merger by filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”), and (ii) One Blockchain effected the One Blockchain Merger by filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the Delaware Limited Liability Company Act (the “DLLC Act”), with each of the mergers being consummated and effective simultaneously as of March 16, 2026. The certificates of merger are filed herewith as Exhibits 2.4 and 2.5.

In connection with the Business Combination, the Company filed an amended and restated certificate of incorporation (the “A&R Certificate of Incorporation of Blockchain”). The A&R Certificate of Incorporation of Blockchain is filed herewith as Exhibit 3.1.

On the Closing Date, the Business Combination, among other transactions contemplated by the Business Combination Agreement, was completed (the “Closing”).

Effect of the Business Combination on Existing Signing Day Sports Equity

As a result of the Signing Day Sports Merger, each outstanding share of Signing Day Sports common stock, par value $0.0001 per share (the “Signing Day Sports common stock”), was exchanged for the right to receive 0.09334 of one (1) registered common share, $0.0001 par value per share, of BlockchAIn (“BlockchAIn common shares” or “BlockchAIn common stock”), except that if the exchange would otherwise result in a fractional BlockchAIn common share being issuable to a Signing Day Sports stockholder, the number of BlockchAIn common shares issuable to such stockholder was rounded up to the nearest whole share with respect to that BlockchAIn common share (the “Exchange Ratio”). In addition, each outstanding option to purchase Signing Day Sports common stock or outstanding warrant to purchase Signing Day Sports common stock that had not previously been exercised prior to the Closing was converted into an option or warrant, as applicable, to purchase a number of BlockchAIn common shares equal to the number of shares of Signing Day Sports common stock subject to such option or warrant immediately prior to the Closing multiplied by the Exchange Ratio, with the per share exercise price divided by the Exchange Ratio, and each option immediately became fully vested.

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Merger Consideration

As a result of the One Blockchain Merger, the membership interests of One Blockchain (“One Blockchain membership interests”) outstanding prior to the One Blockchain Merger were automatically cancelled, in exchange for the right of the holders thereof to receive the number of BlockchAIn common shares equal to (a) the product of (i) the number of fully-diluted shares of Signing Day Sports common stock outstanding immediately prior to the effective time of the Business Combination, not including certain out-of-the-money derivative securities (“SGN Outstanding Shares”), multiplied by (ii) 1/0.085, and multiplied by (iii) the Exchange Ratio, minus (b) the product of (i) the SGN Outstanding Shares multiplied by (ii) the Exchange Ratio (the “One Blockchain Merger Consideration”).

In connection with the Business Combination, Signing Day Sports Stockholders received 3,198,511 BlockchAIn common shares (subject to further rounding adjustments) and the securityholders of One Blockchain received 33,225,888 BlockchAIn common shares.

Earnout Shares

The Business Combination Agreement provides for the issuance of earnout shares (the “Earnout Shares”) to the members, as of immediately prior to the Closing, of One Blockchain (collectively, the “One Blockchain Securityholders”), consisting of BlockchAIn common shares, if the 2026 EBITDA equals or exceeds $25 million. The Earnout Shares will equal 11.628% of the One Blockchain Merger Consideration. One Blockchain Securityholders may receive up to 3,863,460 additional BlockchAIn common shares, respectively, if the Earnout Shares are issued. If the conditions for the issuance of the Earnout Shares are met, the Earnout Shares will be issued within ten calendar days following the date on which BlockchAIn files its annual report for its 2026 fiscal year with the SEC.

Advisory Shares

BlockchAIn issued to Maxim Group LLC (“Maxim Group”), as the financial advisor to One Blockchain (as the agreed consideration for advisory services provided to One Blockchain) and the designee of Maxim Partners LLC (“Maxim Partners”), at the Closing 1,204,669 BlockchAIn common shares equal to 3.5% of the total transaction enterprise value, in accordance with the obligations of One Blockchain under the Advisory Agreement. At such time the Earnout Shares, if any, are issued, a number of BlockchAIn common shares equal to 3.5% of the Earnout Shares will be issued at such time. Maxim Group may receive up to 140,126 additional BlockchAIn common shares if the Earnout Shares are issued. The number of BlockchAIn common shares issued to Maxim Group at the Closing, and if applicable, in connection with the Earnout Shares, will reduce only the equity ownership otherwise allocable to the holders of One Blockchain membership interests

Item 1.01 Entry into a Material Definitive Agreement.

The disclosure set forth in the “Introductory Note” above is incorporated into this Item 1.01 by reference.

Lock-Up/Leakout Agreements

In connection with the consummation of the Business Combination, certain stockholders of Signing Day Sports and certain equity holders of One Blockchain (collectively, the “Lock-Up Parties”) entered into Lock-Up/Leakout Agreements (the “Lock-Up Agreements”) with the Company.

Pursuant to the Lock-Up agreements, subject to certain exceptions, the Lock-Up Parties, owning approximately 70.1% of the BlockchAIn common shares after the Closing, agreed not to sell, transfer, pledge or otherwise dispose BlockchAIn common shares received in connection with the Business Combination for a period of 6 months following the Closing Date. Despite the transfer restrictions, a holder may transfer up to 25% of their restricted securities without restriction if, after the Closing Date, the BlockchAIn common shares on NYSE American trade at or above $9.375 per share (subject to adjustment for stock splits and similar events) for at least 20 out of any 30 consecutive trading days.

The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Lock-Up Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

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Executive Consulting Agreements

In connection with the Business Combination, BlockchAIn entered into executive consulting agreements (the “Executive Consulting Agreements”) dated March 12, 2026 with certain former executive officers of Signing Day Sports (the “Consultants”).

Each Executive Consulting Agreement provides for engagement of the following former Signing Day Sports officers as an independent contractor to assist with certain transition and advisory work in connection with the Business Combination Agreement. The term of each Executive Consulting Agreement will begin on the Closing Date.

The Executive Consulting Agreement with Daniel Nelson provides for a term of 36 months and a total fee of $887,000 as compensation for the services. Of this amount, Mr. Nelson was paid $837,000 and $50,000 was reserved to be placed in an interest-bearing escrow account to pay any Outstanding Liabilities (as defined in the Executive Consulting Agreement) of Signing Day Sports, with any remaining portion to be paid back to Mr. Nelson within 90 days, subject to any clawback or repayment obligation as set forth in the Executive Consulting Agreement.

The Executive Consulting Agreement with Craig Smith provides for a term of 36 months and a total fee of $438,000 as compensation for the services. Of this amount, Mr. Smith was paid $413,000 and $25,000 was reserved to be placed in an interest-bearing escrow account to pay any Outstanding Liabilities (as defined in the Executive Consulting Agreement) of Signing Day Sports, with any remaining portion to be paid back to Mr. Smith within 90 days, subject to any clawback or repayment obligation as set forth in the Executive Consulting Agreement.

The Executive Consulting Agreement with Jeffry Hecklinski provides for a term of 30 months and a total fee of $438,000 as compensation for the services. Of this amount, Mr. Hecklinski was paid $413,000 and $25,000 was reserved to be placed in an interest-bearing escrow account to pay any Outstanding Liabilities (as defined in the Executive Consulting Agreement) of Signing Day Sports, with any remaining portion to be paid back to Mr. Hecklinski within 90 days, subject to any clawback or repayment obligation as set forth in the Executive Consulting Agreement.

Each Executive Consulting Agreement may be terminated by BlockchAIn only for Cause, which is defined to mean (a) the consultant’s willful misconduct or gross negligence in the performance of his duties; (b) material breach of any provision of the Executive Consulting Agreement; (c) conviction of, or plea of guilty or no contest to, a felony or crime involving moral turpitude; (d) dishonesty, fraud, or misappropriation of BlockchAIn’s property; or (e) repeated failure to perform the Services after written notice and a reasonable opportunity to cure. Each respective Signing Day Sports executive officer may terminate the respective Executive Consulting Agreement for Good Reasons, which is defined to mean (a) a material reduction in the consultant’s compensatory fees or a material delay in the payment of such fees; (b) a request for the consultant to materially deviate from the services to be rendered by the consultant; (c) a material breach by BlockchAIn of any provision of the respective Executive Consulting Agreement; or (d) any other action or inaction by BlockchAIn that materially and adversely affects the consultant’s ability to perform services under the Executive Consulting Agreement, provided that each consultant gives written notice to the Company of the event constituting Good Reasons and BlockchAIn fails to cure such event within ten days of receiving such notice.

Each Executive Consulting Agreement contains confidentiality requirements, indemnification provisions, representations and warranties, and other customary provisions.

The foregoing description of the Executive Consulting Agreements does not purport to be complete and is qualified in its entirety by the full text of the Executive Consulting Agreements, which are filed herewith as Exhibits 10.2, 10.3 and 10.4 and incorporated herein by reference.

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Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the “Introductory Note” above is incorporated into this Item 2.01 by reference.

On March 17, 2026, Signing Day Sports’s common stock ceased trading on the NYSE American, and Common Stock of the Company began trading on NYSE American on March 17, 2026, under the symbol “AIB.”

Item 3.03. Material Modification to Rights of Security Holders.

At the Special Meeting held on March 13, 2026, Signing Day Sports stockholders approved, on a non-binding advisory basis, certain governance provisions relating to material differences between Signing Day Sports’ Second Amended and Restated Certificate of Incorporation, as amended, and the A&R Certificate of Incorporation of BlockchAIn, which include increasing the number of authorized BlockchAIn common shares to 1,000,000,000, providing for 100,000,000 shares of preferred stock with such designation, rights and preferences as may be determined from time to time by the BlockchAIn Board, requiring that stockholders only act at meetings of BlockchAIn and not by written consent, providing for the BlockchAIn Board to be classified, providing that the BlockchAIn Board or any director of BlockchAIn may be removed for cause only by at least a majority of the voting power of all of the then outstanding shares of voting stock of BlockchAIn entitled to vote at an election of directors; providing that the Court of Chancery of the State of Delaware will be the exclusive forum for certain actions and claims, and allowing the directors of the Combined Company to approve a reverse stock split of the BlockchAIn common shares based on an amendment to the PubCo Charter.

The terms of the A&R Certificate of Incorporation of Blockchain are described in greater detail in the section titled “Proposal 2 - Governance Proposal” beginning on page 122 of the proxy statement/prospectus and is incorporated herein by reference. The A&R Certificate of Incorporation of Blockchain, which became effective upon filing with the Secretary of State of the State of Delaware on the Closing Date, includes the amendments proposed by the Governance Proposal. On the Closing Date, Blockchain also adopted the Bylaws, in the form attached as Annex I to the proxy statement/prospectus.

The description of the PubCo Charter and the general effect of the PubCo Charter and the Bylaws upon the rights of holders of the Company’s capital stock are included in the proxy statement/prospectus under the sections titled (i) “Proposal 2 - Governance Proposal” beginning on page 122 of the proxy statement/prospectus, (ii) “Comparison of Corporate Governance and Stockholder Rights” beginning on page 240 of the proxy statement/prospectus, and (iii) “Description of Securities of BlockchAIn” beginning on page 254 of the proxy statement/prospectus, which are incorporated herein by reference.

Copies of the PubCo Charter and the Bylaws are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Report and are incorporated herein by reference.

Item 4.01 Changes in Registrant’s Certifying Accountant.

(a) Disclosures regarding the new independent auditor.

Upon the consummation of the Business Combination, the Company appointed Carr, Riggs & Ingram, LLC (“CRI”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements as of and for the year ending December 31, 2025. CRI served as the independent registered public accounting firm of One Blockchain prior to the Business Combination.

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

Directors and Executive Officers

Upon the consummation of the Business Combination, Jerry Tang, Daniel Nelson, Hongfei Zhang, Mohammad Hasham and George Chuang were appointed to the Company’s Board of Directors.

Further, upon the consummation of the Business Combination,  Jerry Tang was appointed as Chief Executive Officer and President of the Company, Jolienne Halisky was appointed as Chief Financial Officer, and Eyal Rozen was appointed as Chief Operating Officer.

Jerry Tang. Mr. Tang has been the Chief Executive Officer of One Blockchain since October 2021 and the President of One Blockchain since January 2026. Since November 2021, Mr. Tang has also served as the Chief Executive Officer of TigerDC, an AI data center development company. Since December 2023, Mr. Tang has also been the Executive Chairman of Gentle Scan, a provider of breast cancer detection services. Since January 2024, Mr. Tang has also been the Chief Executive Officer of Atlas Cloud, an AI cloud infrastructure provider. Since March 2021, Mr. Tang also been Founding Partner of VCV Digital, a venture capital company specializing in technology, digital assets, blockchain, and AI. From January 2007 to March 2021, Mr. Tang was a managing director at Natixis, an investment bank. Mr. Tang received a MS in Engineering from Columbia University and a BS in Engineering from Huazhong University of Science & Technology. We believe that Mr. Tang is qualified to serve as a director of BlockchAIn given his deep knowledge of One Blockchain and his extensive executive and board experience with industry leading knowledge in artificial intelligence and digital infrastructure.

Jolienne Halisky, CPA, CMA. Ms. Halisky has been the Chief Financial Officer of One Blockchain since August 2025. Ms. Halisky has more than 25 years of financial leadership experience across manufacturing, technology, energy, real estate, and professional services. She previously served as a Fractional CFO with The Finance Group Global from 2023 to August 2025, a consultancy firm, providing fractional CFO services and leading cross-border M&A, tax, and succession planning initiatives. Her prior roles include Business Advisor & Consultant with Boese & Co LLP from 2021 to 2023, Director of Finance & Corporate Services with CAREERS from 2020 to 2021, and Director of Finance with Parkland County from 2019 to 2020. Ms. Halisky holds the Chartered Professional Accountant designation and received her accreditation in 1997.

Eyal Rozen. Mr. Rozen has been the Chief Operating Officer of One Blockchain since January 2026, where he leads operational and business development activities. Mr. Rozen has 25 years of experience spanning AI, Cloud, and Cybersecurity. Prior to joining One Blockchain, Mr. Rozen served as Chief Revenue Officer at Atlas Cloud, a Company affiliated with VCV Digital, from March 2025 to January 2026, where he drove global sales, marketing, and enterprise growth strategies. Before Atlas Cloud, he was the Chief Revenue Officer and a Managing Director of Nebius Israel from March 2022 to November 2024, overseeing all aspects of the company’s regional operations. From May 2020 to March 2022, Mr. Rozen was Head of Sales at Sygnia, responsible for global sales. Earlier in his career, Mr. Rozen held leadership positions at Morphisec and Verint, managing large teams across sales, marketing, and support, and building a strong track record in scaling high-performing commercial organizations. Mr. Rozen holds a Bachelor’s degree in Sociology from the University of Haifa, Israel.

Hongfei Zhang. Since 2012, Mr. Zhang has been the managing partner of Knightsbridge Investment Group, a private equity and venture capital firm investing in technology, biotech and consumer related business, and the managing partner and co-founder of HEY Capital, an investment company investing in commercial mortgage-backed securities. Mr. Zhang currently serves on the board of several technology companies and is the chairman of YoujiVest Technology. Mr. Zhang is also the Vice Chair of Tsinghua Entrepreneur and Executive Club. From 2002 to 2012, Mr. Zhang served as Managing Director and Chief Risk Officer of Dexia Group, a Franco-Belgian financial institution. From 2001 to 2002, Mr. Zhang worked for Deutsche Bank as Vice President. Before 2001, MR. Zhang was a Director of Nationwide Insurance Enterprise. Prior to his financial industry career, Mr. Zhang was a Professor at Ball State University and University of Texas at Austin. Mr. Zhang was also a research fellow at Argonne National Laboratory. Mr. Zhang is a Chartered Financial Analyst (CFA) and has a PhD in mathematics. We believe Mr. Zhang is qualified to serve as a director of BlockchAIn due to his capital markets experience, financial training, and advance mathematics background.

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Mohammad Hasham. Since February 2025, Mr. Hasham has been a Partner, West Region Leader, of CFO Advisory & Capital Markets, CohnReznick LLP. From March 2024 to February 2025, Mr. Hasham was Managing Director at CohnReznick LLP. Since September 2024, Mr. Hasham served as Board Advisor for Acclara AI. From October 2022 to March 2024, Mr. Hasham was Managing Director at Grant Thornton LLP (US). From December 2018 to October 2022, Mr. Hasham was a Director of Technical Accounting at BDO USA LLP. From April 2015 to December 2018, Mr. Hasham was Senior Manager, Technical Accounting at SOAProjects, Inc. Mr. Hasham has CPA, CA and CMA certifications in Canada and a CPA certification in the United States. Mr. Hasham received his Bachelor of Business Administration from Wilfrid Laurier University in Waterloo, Canada. We believe Mr. Hasham is qualified to serve a director of BlockchAIn because of his career auditing both publicly-traded and privately-held companies and capital markets and consulting experience.

George Chuang. Mr. Chuang has been the CEO of Lucy Labs, Inc., a proprietary trading firm focused on cryptocurrency, since 2017. He is recognized as a thought leader within the crypto finance industry, having served as an advisor to several crypto finance start-ups and spoken on multiple industry panels. Prior to founding Lucy Labs, Mr. Chuang held various operational and investment roles in private equity, venture capital, technology hardware, and equity sales and trading businesses in both Asia and the United States. He also previously served as a board member of Kaival Brands Innovations Group, Inc. (NASDAQ: KAVL). Mr. Chuang holds an MBA from the Yale School of Management and a BA in Economics from the University of Chicago. We believe Mr. Chuang is qualified to serve as a director of BlockchAIn because of his extensive leadership experience in cryptocurrency and financial markets, his strong background in investment and operations across multiple sectors and geographies, and his prior board and advisory roles in both public and private companies.

Daniel Nelson. Daniel Nelson has served as a member of the BlockchAIn Board since March 16, 2026. Mr. Nelson was a member of the Signing Day Sports Board from July 2022 to March 2026, was Signing Day Sports’ President from August 2022 to November 2022, was Signing Day Sports’ Chief Executive Officer from November 2022 to March 2026, and was Signing Day Sports’ Chairman from March 2023 to March 2026. Mr. Nelson began working in the financial services industry in 1986. In 1997, Mr. Nelson formed, and has since served as chief executive officer of, Daniel Nelson Financial Services Inc. (“Daniel Nelson Financial Services”), which focuses on the employee benefits market. For more than 30 years, Mr. Nelson has acquired extensive knowledge and experience in the financial services arena. Mr. Nelson also formed Daniel Nelson Financial Services to provide financial guidance for all individuals. We believe that Mr. Nelson is qualified to serve as a director of BlockchAIn due to his experience in finance, particularly with respect to the sports management division of Daniel Nelson Financial Services.

Family Relationships

There are no family relationships among any of our officers or directors.

Independence of Directors

Upon the Closing, the size of the Board of Directors is five directors, three of whom qualify as independent within the meaning of the independent director guidelines of NYSE American and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each of Hongfei Zhang, Mohammad Hasham, and George Chuang qualify as independent directors.

Committees of the Board of Directors

Following the Closing, the standing committees of the Board consist of an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee.

Audit Committee

The Company’s audit committee consists of Hongfei Zhang, Mohammad Hasham, and George Chuang. Each member of the audit committee satisfies the independence requirements under the NYSE American’s rules and Rule 10A-3(b)(1) of the Exchange Act. The chairperson of the audit committee is Mr. Mohammad Hasham. The Board of Directors has determined that Mr. Mohammad Hasham qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC. Each member of the Company’s audit committee can read and understand fundamental financial statements in accordance with applicable requirements.

The Audit Committee operates pursuant to a written charter for the Audit Committee which is available on PubCo’s website, a copy of which is also attached hereto as Exhibit 99.2 and incorporated herein by reference.

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Compensation Committee

The Company’s compensation committee consists of Hongfei Zhang, Mohammad Hasham, and George Chuang. The chair of the compensation committee is Hongfei Zhang. The Board of Directors has determined that each member of the compensation committee is independent under the NYSE American’s listing standards and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The Compensation Committee operates pursuant to a written charter for the Compensation Committee which is available on PubCo’s website, a copy of which is also attached hereto as Exhibit 99.3 and incorporated herein by reference.

Nominating and Corporate Governance Committee

The Company’s nominating and corporate governance committee consists of Hongfei Zhang, Mohammad Hasham, and George Chuang. The chair of the nominating and corporate governance committee is George Chuang. The Board of Directors has determined that each member of the nominating and corporate governance committee is independent under the NYSE American’s listing standards. 

The Compensation Committee operates pursuant to a written charter for the Compensation Committee which is available on PubCo’s website, a copy of which is also attached hereto as Exhibit 99.4 and incorporated herein by reference.

(e) Compensatory Arrangements of Certain Officers

BlockchAIn Digital Infrastructure, Inc. Equity Incentive Plan

In connection with the Business Combination, the Company adopted the BlockchAIn Digital Infrastructure, Inc. Equity Incentive Plan (the “2026 Plan”) described in the proxy statement/prospectus in the section entitled “Equity Incentive Plan of Combined Company” on page 128 and incorporated herein by reference. That summary of the 2026 Plan does not purport to be complete and is qualified in its entirety by reference to the text of the 2026 Plan, which is filed as Exhibit 10.5 hereto and is incorporated herein by reference. The 2026 Plan provides for the grant of stock options, SARs, performance share awards, performance unit awards, distribution equivalent right awards, restricted stock awards, restricted stock unit awards and unrestricted stock awards to non-employee directors, officers, employees and nonemployee consultants of BlockchAIn or its affiliates. The aggregate number of BlockchAIn common shares reserved and available for grant and issuance under the 2026 Plan is 7,526,299.

Decisions with respect to the compensation of the Company’s directors and executive officers will be made by the compensation committee of the Board.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 of this Report is incorporated by reference into this Item 5.03.

Item 5.05. Amendments to Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

In connection with the Business Combination, on March 16, 2026, the Board approved and adopted a new Code of Ethics applicable to all employees, officers and directors of the Company, including the Company’s principal executive officer, principal financial officer and principal accounting officer or controller (or persons performing similar functions to the aforementioned officers). A copy of the Code of Ethics and Business Conduct is attached to this Report as Exhibit 14.1.

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Item 7.01 Regulation FD Disclosures.

On March 16, 2026, the Company and Signing Day Sports issued a press release announcing the consummation of the Business Combination. A copy of the press release is attached as Exhibit 99.1 hereto and incorporation herein by reference.

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 Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Report will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any 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 such other jurisdiction. No offering of securities in connection with the proposed business combination shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”).

Forward-Looking Statements

This Report, including the exhibits to this Report, and the statements contained therein include “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify these statements because they contain words such as “may,” “will,” “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” “plan,” “target,” “predict,” “potential,” or the negative of such terms, or other comparable terminology that concern the Company’s expectations, strategy, plans, or intentions. Forward-looking statements relating to expectations about future results or events are based upon information available to the Company as of today’s date and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, including, without limitation, the parties’ ability to integrate their respective businesses into a combined publicly listed company post-merger, the parties’ ability to obtain sufficient funding to maintain operations and develop additional services and offerings, market acceptance of the parties’ current products and services and planned offerings, competition from existing or new offerings that may emerge, impacts from strategic changes to the parties’ business on net sales, revenues, income from continuing operations, or other results of operations, the parties’ ability to attract new users and customers, the parties’ ability to retain or obtain intellectual property rights, the parties’ ability to adequately support future growth, the parties’ ability to comply with user data privacy laws and other current or anticipated legal requirements, and the parties’ ability to attract and retain key personnel to manage their business effectively. These risks, uncertainties and other factors are described more fully in the section titled “Risk Factors” of the Registration Statement and in the Proxy Statement/Prospectus (as defined below) that was publicly filed with the SEC relating to the recently completed business combination with Signing Day Sports, Inc. These risks, uncertainties and other factors are, in some cases, beyond the parties’ 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. All subsequent written and oral forward-looking statements concerning BlockchAIn, or any of their affiliates, or other matters and attributable to BlockchAIn, any of their affiliates, or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

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Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The financial statements required by Item 9.01(a) have not been included in this Report and will be filed by amendment not later than 71 calendar days after the date this Report is required to be filed.

(b) Pro Forma Financial Information

The pro forma financial information required by Item 9.01(b) will be filed by amendment to this Report within 71 calendar days after the date this Report is required to be filed.

(d) Exhibits

Exhibit No.		Description of Exhibit
2.1†		Business Combination Agreement, dated May 27, 2025, by and among Signing Day Sports, Inc., One Blockchain LLC, BlockchAIn Digital Infrastructure, Inc., BCDI Merger Sub I Inc., and BCDI Merger Sub II LLC* (incorporated by reference to Annex A-1 to the Registration Statement on Form S-4 (File No. 333-291856) filed on January 30, 2026)
2.2		Amendment No. 1 to the Business Combination Agreement, dated as of November 10, 2025, between Signing Day Sports, Inc. and One Blockchain LLC (incorporated by reference to Annex A-2 to the Registration Statement on Form S-4 (File No. 333-291856) filed on January 30, 2026)
2.3		Amendment No. 2 to the Business Combination Agreement, dated as of December 21, 2025, among Signing Day Sports, Inc., One Blockchain LLC, BlockchAIn Digital Infrastructure, Inc., BCDI Merger Sub I Inc., and BCDI Merger Sub II LLC (incorporated by reference to Annex A-3 to the Registration Statement on Form S-4 (File No. 333-291856) filed on January 30, 2026)
2.4		Certificate of Merger of BCDI Merger Sub I Inc. and Signing Day Sports, Inc. filed on March 16, 2026
2.5		Certificate of Merger of One Blockchain LLC and BCDI Merger Sub II LLC filed on March 16, 2026.
3.1		Amended and Restated Certificate of Incorporation of BlockchAIn Digital Infrastructure, Inc.
3.2		Amended and Restated Bylaws
10.1*		Lock-up/Leakout Agreement dated March 16, 2026
10.2*		Executive Consulting Agreement, dated March 12, 2026 between BlockchAIn Digital Infrastructure, Inc. and Daniel Nelson
10.3*		Executive Consulting Agreement, dated March 12, 2026 between BlockchAIn Digital Infrastructure, Inc. and Jeffry Hecklinski
10.4*		Executive Consulting Agreement, dated March 12, 2026 between BlockchAIn Digital Infrastructure, Inc. and Craig Smith
10.5*#		BlockchAIn Digital Infrastructure, Inc.2026 Equity Incentive Plan
14.1*		Code of Ethics
21.1*		List of Subsidiaries
99.1**		Joint Press Release, dated March 16, 2026.
99.2*		Audit Committee Charter
99.3*		Compensation Committee Charter
99.4*		Nominating and Corporate Governance Committee Charter
99.5*#		Compensation Recovery Policy
99.6*		Insider Trading Policy
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

† The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.

* Filed herewith.

** Furnished herewith.

# Indicates management contract or compensatory plan.

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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: March 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

Signing Day Sports and BlockchAIn Consummate Business Combination

BlockchAIn Inc. Anticipated to Commence Trading Under Ticker “AIB” on NYSE

American on March 17, 2026 at 9:30 a.m. EDT

SCOTTSDALE, AZ and NEW YORK, NY / GLOBE NEWSWIRE / March 16, 2026 / – Signing Day Sports, Inc. (“Signing Day Sports” or the “Company”) (NYSE American: SGN), a technology platform designed to help student-athletes connect with college sports programs (“Signing Day Sports” or the “Company”), and BlockchAIn Digital Infrastructure, Inc. (“BlockchAIn Inc.”) today jointly announced the successful completion of their previously announced business combination, resulting in each of Signing Day Sports and One Blockchain LLC, a developer and operator of digital infrastructure focused on high-performance computing (“HPC”) and artificial intelligence (“AI”) hosting (“BlockchAIn LLC” and, together with BlockchAIn Inc, “BlockchAIn”), becoming wholly-owned subsidiaries of BlockchAIn Inc. BlockchAIn Inc. is anticipated to commence trading on NYSE American at 9:30 a.m. EDT on March 17, 2026, under the ticker symbol “AIB”.

Commenting on the closing of the transaction, Jerry Tang, Chief Executive Officer of BlockchAIn Inc., said, “Completing this business combination marks an important milestone for our organization as we enter the public markets. We appreciate the efforts of the teams across both companies who worked diligently to bring this combination to completion. With the closing of the transaction and our anticipated listing under the ticker ‘AIB,’ we are focused on executing our strategy to build scalable digital infrastructure designed to support the rapidly expanding demand for AI and HPC. We believe the combined company is well positioned to leverage our platform and development pipeline as we pursue long-term growth.”

Advisors

Maxim Group LLC is serving as financial advisor to BlockchAIn in connection with the transaction. Bevilacqua PLLC is serving as legal counsel to Signing Day Sports, and Loeb & Loeb LLP is serving as legal counsel to BlockchAIn.

About One Blockchain LLC

BlockchAIn LLC is a developer and operator of digital infrastructure focused on HPC and AI hosting. BlockchAIn LLC has planned AI data center expansions with favorable economics for activation in 2026 and 2027. BlockchAIn LLC operations are currently centered around its existing 40 MW data center facility in South Carolina. In 2024, this facility generated approximately $22.9 million in revenue and approximately $5.7 million in net income. BlockchAIn LLC’s mission is to become a leader in creating and operating scalable sustainable power and data infrastructure purpose-built for AI hosting, AI workloads, HPC, and accelerated compute applications.

About Signing Day Sports, Inc.

Signing Day Sports’ mission is to help student-athletes achieve their goal of playing college sports. Signing Day Sports’ app allows student-athletes to build their Signing Day Sports’ recruitment profile, which includes information college coaches need to evaluate and verify them through video technology. The Signing Day Sports app includes a platform to upload a comprehensive data set including video-verified measurables (such as height, weight, 40-yard dash, wingspan, and hand size), academic information (such as official transcripts and SAT/ACT scores), and technical skill videos (such as drills and mechanics that exemplify player mechanics, coordination, and development).

CONTACT INFORMATION:

Signing Day Sports, Inc.		BlockchAIn Digital Infrastructure, Inc. and One Blockchain LLC
Crescendo Communications, LLC		BlockchAIn Digital Infrastructure, Inc. and One Blockchain LLC:
212-671-1020		Chris Tyson
SGN@crescendo-ir.com		Executive Vice President MZ Group - MZ North America Phone: (949) 491-8235 GWH@mzgroup.us www.mzgroup.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, statements regarding the anticipated listing of BlockchAIn Inc’s common stock on NYSE American under the ticker symbol “AIB” and the expected benefits of the transaction. These statements are only predictions. 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 occurrence of any event, change or other circumstances that could prevent the common stock of BlockchAIn Inc. from commencing trading on the NYSE American LLC at 9:30 a.m. EDT on March 17, 2026 or, subsequently, of continuing to trade on such market or of qualifying to trade on any securities trading market; the parties’ ability to integrate their respective businesses into a combined publicly listed company post-merger, the parties’ ability to obtain sufficient funding to maintain operations and develop additional services and offerings, market acceptance of the parties’ current products and services and planned offerings, competition from existing or new offerings that may emerge, impacts from strategic changes to the parties’ business on net sales, revenues, income from continuing operations, or other results of operations, the parties’ ability to attract new users and customers, the parties’ ability to retain or obtain intellectual property rights, the parties’ ability to adequately support future growth, the parties’ ability to comply with user data privacy laws and other current or anticipated legal requirements, and the parties’ ability to attract and retain key personnel to manage their business effectively. These risks, uncertainties and other factors are described more fully in the section titled “Risk Factors” of the Registration Statement on Form S-4 filed by BlockchAIn Inc. with the SEC on December 1, 2025, as amended on December 23, 2025, January 21, 2026, January 22, 2026, January 30, 2026, and February 17, 2026, which was declared effective by the SEC on January 30, 2026, and the proxy statement/prospectus that was filed by BlockchAIn Inc. with the SEC on February 17, 2026, relating to this transaction. See also the section titled “Risk Factors” in the Company’s periodic reports which are filed with the SEC. These risks, uncertainties and other factors are, in some cases, beyond the parties’ 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. All subsequent written and oral forward-looking statements concerning Signing Day Sports, BlockchAIn, or any of their affiliates, or other matters and attributable to Signing Day Sports, BlockchAIn, any of their affiliates, or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Forward-looking statements contained in this announcement are made as of this date, and the Company and BlockchAIn undertake no duty to update such information except as required under applicable law.

Exhibit 99.2

BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC.

AUDIT COMMITTEE CHARTER

Adopted: March 16, 2026

The Audit Committee (the “Committee”) is a committee of the board of directors (the “Board”) of Blockchain Digital Infrastructure, Inc. (the “Company”). The responsibilities and powers of the Committee of the Board, as delegated by the Board, are set forth in this charter. Whenever the Committee takes an action, it shall exercise its independent judgment on an informed basis that the action is in the best interests of the Company and its shareholders.

I. PURPOSE

The Committee is appointed by the Board to assist the Board in fulfilling its responsibilities for the oversight and monitoring of the quality and integrity of the accounting, auditing internal controls, and reporting practices of the Company, and performs such other duties as are directed by the Board. The Committee’s role includes a particular focus on the qualitative aspects of financial reporting to shareholders, and on the Company’s processes to manage business and financial risk, and for compliance with significant applicable legal, ethical, and regulatory requirements. The Committee is directly responsible for the appointment, compensation, retention, and oversight of the public accounting firm engaged to prepare or issue audit reports on the financial statements of the Company.

II. COMMITTEE MEMBERSHIP

The membership of the Committee shall consist of at least three independent directors (and in no case should there be less than a majority of independent directors) as defined by Section 803 of the NYSE American Company Guide, Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any exchange or national listing market system, if any, upon which the Company’s securities are listed or quoted for trading (the “Trading Market”). Each member of the Committee shall be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and cash flow statement. At least one member of the Committee shall have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities, and shall qualify as an “audit committee financial expert” under the rules of the SEC and the NYSE American’s listing standards. Each member shall be free of any relationship that, in the opinion of the Board, would interfere with his or her individual exercise of independent judgment. No member of the Committee can have participated in the preparation of the financial statements of the Company or any subsidiary of the Company at any time during the past three years. Applicable laws and regulations shall be followed in evaluating a member’s independence.

The members of the Committee shall be appointed by and serve at the discretion of the Board. The members of the Committee must elect a chairperson (the “Chairperson”) of the Committee from among their number. The Board may remove any member from the Committee at any time, with or without cause. A Committee member may resign by delivering his or her written resignation to the Chairperson of the Board, or may be removed by majority vote of the Board by delivery to such member of written notice of removal, to take effect at a date specified therein, or upon delivery of such written notice to such member if no date is specified. The members of the Committee shall serve until their successors are appointed and qualified. The Board shall have the power at any time to fill vacancies in the Committee, subject to such new member(s) satisfying any applicable requirements.

III. COMMUNICATIONS/REPORTING

The public accounting firm shall report directly to the Committee. The public accounting firm must be given reasonable notice of, and has the right to attend and be heard at, each meeting of the Committee, and must attend a meeting of the Committee when requested to do so by the Committee and after being given reasonable notice to do so. On the request of the public accounting firm, the Chairperson of the Committee must convene a meeting of the Committee to consider any matter that the public accounting firm believes should be brought to the attention of the Board or shareholders. The Committee is expected to maintain free and open communication with the public accounting firm, the internal accounting staff, and the Company’s management. This communication shall include private executive sessions, at least annually, with these parties. The Committee Chairperson shall report on the Committee activities, and issues arising before the Committee, to the full Board.

IV. MEETINGS

The Committee shall meet on a quarterly basis or more frequently as circumstances require. The Committee may ask members of management or others to attend the meetings.

Actions of the Committee may be taken in person at a meeting or in writing without a meeting. Actions taken at a meeting, to be valid, shall require the approval of a quorum of the members of the Committee present and voting. The quorum for a meeting of the Committee is a majority of the members of the Committee (and in no case should there be less than a majority of independent directors). Actions taken in writing, to be valid, shall be signed by all members of the Committee. The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board, prepared by the secretary or a person appointed by the Committee. All meetings require the presence of a majority of the members of the Committee to conduct business. Each Committee member shall have one vote.

The agenda for the Committee meetings will be prepared in consultation between the Committee Chairperson and members of the Committee, and when appropriate, with Company’s financial management and the public accounting firm.

The Committee will be governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests. The Committee will meet separately with members of the Company’s management, with the Company’s internal auditors or other personnel primarily responsible for the design, implementation and, once implemented, performance of the Company’s internal audit function, and with the Company’s independent auditors at such times as the Committee deems appropriate. The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

V. RESPONSIBILITIES

The Committee shall report regularly to the Board. The Committee relies on the expertise and knowledge of management, the internal accounting staff, and the public accounting firm in carrying out its oversight responsibilities. Management of the Company is responsible for determining the Company’s financial statements are complete, accurate and in accordance with generally accepted accounting principles. The public accounting firm is accountable to the full Board and the Committee. The public accounting firm is responsible for auditing the Company’s financial statements. It is not the duty of the Committee to plan or conduct audits, to determine that the financial statements are complete and accurate and are in accordance with generally accepted accounting principles, to conduct investigations, or to assure compliance with laws and regulations or the Company’s internal policies, procedures, and controls. The Committee must, review and report to the Board on the following before they are published: (a) the financial statements of the Company, (b) the public accounting firm’s report, if any, prepared in relation to those financial statements. The Board must provide to the Committee the financial statements and the public accounting firm’s report referred to above in sufficient time to allow the Committee to review and report on those financial statements and the public accounting firm’s report.

VI. SPECIFIC RESPONSIBILITIES

1. Perform such functions as assigned by law, the Company’s Amended and Restated Certificate of Incorporation and By Laws, or the Board.

2. Receive periodic reports from the Company’s public accounting firm regarding the firm’s independence (including disclosures required by the Public Company Accounting Oversight Board (the “PCAOB”)), discuss such reports with public accounting firm, and take appropriate action to oversee the independence of the public accounting firm.

3. Provide a report in the annual proxy statement that includes the Committee’s review and discussion of matters with management and the independent public accounting firm. In addition, a copy of the Committee charter shall be made available on the Company website.

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4. Appoint, approve the compensation of, determine whether to retain or terminate, and provide oversight of the public accounting firm. The Committee may delegate the responsibility of approving proposed non-audit services that arise between Committee meetings to the Chairperson, provided that the decision to approve the service is presented at the next scheduled Committee meeting. Establish policies for audit partner rotation in compliance with applicable laws and regulations. The Committee may establish pre-approval policies and procedures for such services that comply with applicable laws, rules and regulations subject to certain de minimus exceptions for permitted non-audit services described in Section 10A(i)(1)(B) of the Exchange Act, which shall be approved by the Committee prior to the completion of the audit.

5. Confirm annually and review the independence of the public accounting firm, and the firm’s non-audit services and related fees. At least annually, obtain and review a report by the independent auditor describing: (i) the audit firm’s internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or (iii) by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the audit firm, and any steps taken to deal with any such issues described in the report.

6. Verify the Committee consists of a minimum of three members who meet all applicable standards of independence and are financially literate, including at least one member who has financial management expertise.

7. Review with the public accounting firm and the Company’s financial management the adequacy and effectiveness of the Company’s internal controls and operating procedures, including computerized information system controls and security the responsibilities, budget and staffing of the Company’s internal audit and control function, as well as the need for any special audit procedures in response to material control deficiencies, through inquiry and discussions with the Company’s independent auditors and management. Establish policies regarding the hiring of employees or former employees of the independent auditors in accordance with the applicable rules of NYSE American and the SEC. Review, in consultation with the independent auditors, the annual audit plan and scope of audit activities and monitor such plan’s progress. Review the reports prepared by management, assessing the adequacy and effectiveness of the Company’s internal controls and procedures, prior to the inclusion of such reports in the Company’s periodic filings as required under SEC rules. Review the internal controls and procedures designed to assess, monitor and manage business risk and legal and ethical compliance programs.

8. Review policies and procedures regarding transactions, and review and oversee the transactions, between the Company and officers, directors and other related parties that are not a normal part of the Company’s business (“related party transactions”) in accordance with the applicable rules of NYSE American and the SEC (it being understood that if the Board creates a special committee in connection with such a transaction or holds a meeting of the non-interested directors of the Board to approve such transaction, the Committee shall not be required to consider such transaction or assess conflicts of interest in connection with such transaction).

9. Meet with management and the public accounting firm to review earnings press releases, as well as the Company’s policies with respect to release of financial information and earnings guidance to be provided to analysts and rating agencies, including any proposed use of “pro forma” or “adjusted” non- GAAP and non-International Financial Reporting Standards (“IFRS”) information. Discuss with management and the independent auditors any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s financial statements or accounting policies.

10. Review and discuss with management and the independent public accounting firm the annual and quarterly financial statements of the Company and the independent public accounting firm’s report, if any, prepared in relation to those financial statements, including: (a) the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (b) any material changes in accounting principles or practices used in preparing the financial statements prior to the filing of a report on Form 10-K or 10-Q with the SEC; (c) all critical audit matters identified by the independent public auditor; (d) the items required to be discussed by the applicable requirements of the PCAOB and the SEC, and other matters, if any, brought to the attention of the Committee by employees or officers of the Company; (e) prior to issuance any financial information provided by the Company to the general public or any regulatory body; and (f) recommend to the Board, if appropriate, that the Company’s annual audited financial statements be included in the Company’s Annual Report on Form 10-K.

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11. Discuss with management, the internal auditor and the independent auditors significant financial reporting issues raised and judgments made in connection with the preparation of the Company’s financial statements, including the review of (i) major issues regarding accounting principles and financial statement presentation, including any significant changes in the Company’s selection or application of accounting principles; (ii) analyses prepared by management and/or the independent auditors setting forth significant financial reporting issues raised and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP or IFRS methods on the financial statements; (iii) the effect of regulatory and accounting initiatives, as well as off-balance sheet arrangements, on the Company’s financial statements.   Review on a regular basis with the Company’s independent auditors any problems or difficulties encountered by the independent auditors in the course of any audit work, including management’s response with respect thereto, any restrictions on the scope of the independent auditors’ activities or on access to requested information, and any significant disagreements with management; and ensure the resolution of any disagreements between management and the independent auditors regarding financial reporting.

12. In connection with each periodic report of the Company, review management’s disclosure to the Committee under Section 302 of the Sarbanes-Oxley Act (the “Act”), and the contents of the Chief Executive Officer’s and the Chief Financial Officer’s certifications to be filed under Section 302 and 906 of the Act.

13. Meet with the public accounting firm in executive session to discuss any matters that the Committee or the public accounting firm believe should be discussed privately with the Committee.

14. Meet with the Chief Financial Officer, and separately, in executive session to discuss any matters that the Committee believes should be discussed with the Committee.

15. Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

16. Oversee compliance with the Company’s Code of Business Conduct and Ethics and consider conflicts of interest (it being understood that if the Board creates a special committee in connection with a transaction or holds a meeting of the non-interested directors of the Board to approve a transaction, the Committee shall not be required to consider such transaction or assess conflicts of interest in connection with such transaction).

17. In the Committee’s sole discretion, appoint and set the compensation of such special or independent counsel, accountants or other experts as the Committee deems necessary or appropriate to discharge its duties and responsibilities. The Committee shall have appropriate resources and authority to discharge its responsibilities, including appropriate funding for payment of reasonable compensation to its advisors in such amounts as the Committee deems necessary to carry out its duties.

18. Conduct periodic oversight and meet periodically to review the Company’s financial and business risk management, including regularly reviewing the Company’s cybersecurity and other information technology risks, controls and procedures and the Company’s plans to mitigate cybersecurity risks and to respond to data breaches.

19. Review and reassess the adequacy of this charter on an annual basis and recommend any proposed changes to the Board for approval

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20. Conduct an annual performance review of the Committee that (i) assesses the Committee’s performance relative to the purpose, duties and responsibilities of the Committee outlined in this Charter and in Section 803 of the Company Guide, and (ii) establishes the Committee’s goals and objectives for the following year. The Committee may conduct this annual performance evaluation in the manner deemed appropriate by the Committee in its business judgment.

21. Discuss with the Company’s chief legal officer legal matters that may have a material impact on the financial statements or the Company’s compliance procedures. Receive reports from the Company’s legal counsel regarding any material violation of law or any material breach of fiduciary duty by the Company, an officer, employee or any agent of the Company.

22. Ensure the rotation of the lead (or coordinating) audit partner and other significant audit partners as required by applicable law, rules and regulations.

23. Review proposed major changes to the Company’s accounting and auditing principles and practices as suggested by management or the independent auditor.

24. Perform any other activities consistent with this Charter, the Company’s Amended and Restated Certificate of Incorporation and By-Laws, and governing law as the Committee or the Board deems necessary or appropriate.

25. Receive reports from the Auditor regarding illegal acts that have been detected by or have otherwise come to the attention of the Auditor in the course of the audit or otherwise.

26. Receive reports submitted to the Committee by the Auditor pursuant to Section 10A(k) of the Exchange Act regarding: (i) critical accounting policies and practices to be used in the audit; (ii) alternative treatments of financial information; and (iii) material written communications between the independent auditor and management.

27. Review and discuss with the Chief Executive Officer and the Chief Financial Officer their respective conclusions set forth in the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, regarding the effectiveness of the Company’s disclosure controls and procedures.

28. Review and discuss with the Chief Executive Officer and the Chief Financial Officer any matters required to be disclosed by such officers pursuant to Rule 13a-14 of the Exchange Act regarding any significant deficiencies in the design or operation of the Company’s internal control over financial reporting which could adversely affect the Company’s ability to record, process, summarize and report financial data.

29. Review and discuss with the Chief Executive Officer and the Chief Financial Officer any matters required to be disclosed by such officers pursuant to Rule 13a-14 of the Exchange Act regarding any fraud involving management or other employees who have a significant role in the Company’s internal control over financial reporting.

DELEGATION OF AUTHORITY

The Committee may, to the extent permitted under applicable law, the rules of NYSE American and the SEC, and the Company’s Articles of Incorporation and Bylaws, form and delegate authority to subcommittees when appropriate.

COMPENSATION

Members of the Committee will receive such fees, if any, for their service as Committee members as may be determined by the Board. Such fees may include retainers or per-meeting fees and will be paid in such form of consideration as is determined by the Board in accordance with the applicable rules of the NYSE American and the SEC. Members of the Committee may not receive any compensation from the Company except the fees that they receive for service as a member of the Board or any committee thereof and reimbursement for reasonable expenses.

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Exhibit 99.3

BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC

COMPENSATION COMMITTEE CHARTER

Adopted: March 16, 2026

I. PURPOSE

The Compensation Committee (the “Committee”) is appointed by the board of directors (the “Board”) to establish policies with respect to the compensation of Blockchain Digital Infrastructure’s (the “Company’s) officers. The Committee has overall responsibilities for approving and evaluating the Company’s officer compensation plans, policies and programs. In addition to such other duties as may be assigned to the Committee by the Board from time to time, the purpose of the Committee is to assist the Board in (a) discharging its responsibilities for approving and evaluating the officer compensation plans, policies and programs of the Company, (b) reviewing and recommending to the Board regarding compensation to be provided to the Company’s employees and directors, and (c) administering the equity compensation plans of the Company. The Committee shall ensure that the Company’s compensation programs are competitive, designed to attract and retain highly qualified directors, officers and employees, encourage high performance, promote accountability and assure that employee interests are aligned with the interests of the Company’s shareholders.

The Committee is also responsible for producing an annual report on executive compensation for inclusion in the Company’s proxy statement, if so required.

II. COMMITTEE MEMBERSHIP

The membership of the Committee shall consist of at least two (2) members, comprised solely of members who are: (i) “independent directors” for the purpose of serving on the Committee, as defined under Section 805(c)(1) of NYSE American’s listing standards, as applicable to the Company; (ii) “non-employee directors” as defined in Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended; and (iii) “outside directors” under Section 162(m) of the Internal Revenue Code of 1986, as amended, as applicable. The Board shall appoint the members of the Committee and the chairperson. The Board may remove any member from the Committee at any time, with or without cause. Each member of the Committee shall ensure that he or she is free from, and remains free from, any relationship that may interfere with the exercise of his or her independent judgment as a member of this Committee. Each Committee member shall have one vote.

The members of the Committee shall serve until their successors are appointed and qualified.

A Committee member may resign by delivering his or her written resignation to the Chairperson of the Board, or may be removed by majority vote of the Board by delivery to such member of written notice of removal, to take effect at a date specified therein, or upon delivery of such written notice to such member if no date is specified. The Board shall have the power at any time to fill vacancies in the Committee, subject to such new member(s) satisfying any applicable requirements.

III. OUTSIDE ADVISERS

The Committee shall have the sole authority to retain and to terminate any compensation consultant, legal counsel or financial or other advisor (each, a “Compensation Advisor”) to be used to assist in the performance of its duties and responsibilities, without consulting or obtaining the approval of senior management of the Company in advance and shall have the sole authority to approve the Compensation Advisor’s fees and other retention terms. The Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Committee or to meet with any member of, or consultants to, the Company. The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a Compensation Advisor retained by the Committee.

When so required, prior to hiring or obtaining advice from a Compensation Advisor whether retained by the Committee or management (other than internal legal counsel), the Committee will consider all factors relevant to the Compensation Advisor’s independence from management, including the following:

● the provision of other services to the Company by the Compensation Advisor (including subsidiaries or affiliates of the Compensation Advisor);

● the amount of fees received from the Company by the Compensation Advisor, as a percentage of the total revenue of the Compensation Advisor;

● the policies and procedures of the Compensation Advisor that are designed to prevent conflicts of interest;

● any business or personal relationships of the Compensation Advisor employees rendering services to the Committee, or of the Compensation Advisor, with a member of the Committee;

● any shares of the Company owned by the Compensation Advisor employees rendering services to the Committee, or by the Compensation Advisor;

● any business or personal relationship of the Compensation Advisor employees rendering services to the Committee, or the Compensation Advisor, with an executive officer of the Company; and

● any other factor(s) prescribed by the NYSE American that the Committee needs to consider in reviewing the independence of prospective Compensation Advisors.

The Committee will annually review an assessment of any potential conflict of interest raised by the work of a compensation consultant (and other Compensation Advisor, as required) that is involved in determining or recommending executive and/or director compensation. Any conflicts of interest raised by the work of compensation consultants shall be disclosed in accordance with applicable legal authority or regulatory guidance.

IV. MEETINGS

The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this charter, but not less than two (2) times a year, in person or telephonically, and at such times and places as the Committee members determine. Actions of the Committee may be taken in person at a meeting or in writing without a meeting. Actions taken at a meeting, to be valid, shall require the approval of a majority of the members of the Committee present and voting, which will constitute a quorum. Actions taken in writing, to be valid, shall be signed by all members of the Committee. The chairperson of the Committee shall report its minutes from each meeting to the Board.

The Committee shall annually review and evaluate its own performance.

Committee Authority and Responsibilities

The Committee shall, among its duties and responsibilities as may be delegated to the Committee by the Board, and in addition to any duties and responsibilities imparted to the Committee by the SEC or exchange or national listing market system, if any, upon which the Company’s securities are listed or quoted for trading (the “Trading Market”) or any other applicable laws or regulations:

1. The Committee shall on an annual basis conduct an evaluation of the Chief Executive Officer’s performance and report to the Board on the results of such evaluation. In addition, the Committee shall, with the input of the Chief Executive Officer, conduct an annual assessment of the Company’s other Senior Management. With respect to the Chief Executive Officer and all other executive officers, the Committee shall annually review and approve corporate goals and objectives relevant to compensation, evaluate performance in light of those goals and objectives, and determine and approve compensation levels and any bonuses based on this evaluation, and applicable under plans or policies approved by the Board or the Committee. In evaluating and approving CEO compensation, the Committee shall consider the results of the most recent shareholder advisory vote on executive compensation (“Say on Pay Vote”) conducted pursuant to Section 14A of the 1934 Act unless the Company has not conducted a Say on Pay Vote because it is relying on an exemption provided by Section 14A(e) of the 1934 Act. The CEO cannot be present during any voting or deliberations by the Committee on his or her compensation;

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2. In consultation with the CEO, determine the salaries and contingent compensation of the other non-CEO individuals who are deemed to be “officers” of the Company under Rule 16a-1(f) of the 1934 Act (each, an “Executive Officer”). In evaluating and determining the compensation of an Executive Officer, the Committee shall consider the results of the most recent Say on Pay Vote unless no such vote has been conducted due to the Company’s reliance on an exemption provided by Section 14A(e) of the 1934 Act;

3. The Committee shall make recommendations to the Board with respect to incentive compensation, equity-based plans, and benefit plans.  To the extent directed or authorized by the Board, the Committee shall adopt or administer such plans on behalf of the Board and the Company The Committee shall approve grants of equity and equity-based awards. No Executive, including the Chief Executive Officer, may be present during voting or deliberations relating to his or her own compensation package. At its discretion, the Committee shall determine from time to time which Executives, if any, may be present during voting or deliberations relating to the compensation package of any other Executive. The Committee shall approve all special perquisites, special cash payments and other special compensation and benefit arrangements for the Company’s executive officers and employees. The Committee shall also Review and recommend to the Board the adoption of or changes to the compensation of the Company’s independent directors.

4. The Committee shall review, recommend to the Board, and administer all plans that require “disinterested administration” under Rule 16b-3 under the Securities Exchange Act of 1934, as amended, as applicable.

5. The Committee shall review and monitor matters related to human capital management, including talent acquisition, development and retention, internal pay equity, diversity and inclusion, and corporate culture. The Committee shall also review the form, terms and provisions of employment and similar agreements with the Company’s executive officers and any amendments thereto.

6. The Committee shall periodically review the compensation of non-employee directors as established by the Board, and if deemed advisable by the Committee, make recommendations to the Board for changes thereto.

7. The Committee shall approve the overall amount or percentage of plan and/or bonus awards to be granted to all Company employees and delegate to the Company’s executive management the right and power to specifically grant such awards to each Company employee within the aggregate limits and parameters set by the Committee.

8. The Committee shall conduct an annual risk assessment to ensure that the Company’s executive compensation plans and programs do not promote the assumption of excessive risk and remain consistent with the approved overall compensation philosophy and strategy. The Committee shall further oversee risks relating to any and all of the Company’s compensation policies, practices and procedures.

9. The Committee shall annually review each director’s share ownership to determine satisfaction of the Company’s director share ownership expectation, if any, or reasonable progress towards its satisfaction.

10. The Committee shall annually review each officer’s share ownership to determine whether the Company’s officer share ownership expectation, if any, is being met, or reasonable progress is being made toward its satisfaction.

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11. The Committee shall review and approve the Compensation Discussion and Analysis (or other executive compensation disclosure, if the Compensation Discussion and Analysis is not required) for inclusion in the Company’s annual meeting proxy statement and shall produce the Committee report on executive compensation, if so required to be included in the Company’s proxy statement for its annual meeting of shareholders.

12. In connection with any shareholder advisory vote on the frequency with which the Company shall hold a shareholder advisory vote on the compensation of the Company’s named executive officers identified in the Company’s proxy statement (also known as “say-on-pay”), the Committee shall review and recommend for approval by the Board (a) the frequency that should be recommended to the Company’s shareholders and (b) the frequency with which the Company should submit to the shareholders advisory “say-on-pay” votes, taking into account any prior shareholder advisory votes on such frequency. Further, the Committee shall review the results of any “say-on-pay” votes and consider whether to make or recommend adjustments to the Company’s executive compensation policies and practices as a result of such votes.

13. The Committee may form and delegate authority to subcommittees when appropriate.

14. The Committee shall make regular reports to the Board.

15. The Committee shall approve such reports on compensation as are necessary for filing with the SEC and other government bodies.

16. Review and recommend to the Board for approval the frequency with which the Company will conduct Say on Pay Votes, taking into account the results of the most recent shareholder advisory vote on frequency of Say on Pay Votes required by Section 14A of the 1934 Act unless no such vote has been conducted due to the Company’s reliance on an exemption under Section 14A(e) of the 1934 Act, and review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Company’s proxy statement.

17. The Committee will conduct and review with the Board an annual performance evaluation that (i) assesses the Committee’s performance relative to the purpose, duties and responsibilities of the Committee outlined in this Charter and in Section 805 of the Company Guide, and (ii) establishes the Committee’s goals and objectives for the following year. The Committee may conduct this annual performance evaluation in the manner deemed appropriate by the Committee in its business judgment.

18. Carry out any other duties and responsibilities assigned to the Committee by the Board, to the extent permitted by law and the Company’s Bylaws.

DELEGATION OF AUTHORITY

The Committee may, to the extent permitted under applicable law, the rules of NYSE American and the SEC, and the Company’s Articles of Incorporation and Bylaws, form subcommittees and delegate authority to them when appropriate.

COMPENSATION

Members of the Committee will receive such fees, if any, for their service as Committee members as may be determined by the Board. Such fees may include retainers or per-meeting fees and will be paid in such form of consideration as the Board may determine in accordance with the applicable rules of NYSE American and the SEC.

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Exhibit 99.4

BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC.

NOMINATING & CORPORATE GOVERNANCE COMMITTEE CHARTER

Adopted: March 16, 2026

I. PURPOSE

The Nominating and Corporate Governance Committee (the “Committee”) is a committee of the board of directors (the “Board”) of Blockchain Digital Infrastructure, Inc. (the “Company”). The purpose of the Committee shall be to (1) identify qualified individuals for membership on the Board and recommend to the Board the director nominees for the next annual meeting of shareholders, (2) develop and recommend to the Board a set of corporate governance principles if and when deemed appropriate, (3) lead the Board in its annual review of the Board’s performance, (4) review the Company’s policies and programs that relate to matters of corporate responsibility and (5) review and advise the Board on corporate governance matters generally including providing relevant input regarding any related matters required by the Delaware corporate laws, the U.S. federal securities laws and the listing standards and rules and standards of the NYSE American Stock Exchange (“NYSE American”) or any other national securities exchange upon which the Company’s common stock may be listed.

II. MEMBERSHIP ON THE COMMITTEE

The membership of the Committee shall consist solely of independent directors, as required by Section 804 of the NYSE American Company Guide (“Section 804”), except as otherwise permitted by Section 804 as well as any independence and other requirements of the Securities and Exchange Commission (the “SEC”) and other applicable laws. The Committee shall be comprised of at least the minimum number of independent directors required to serve on the committee under the NYSE American Company Guide. The Board shall appoint the members of the Committee following each annual meeting of shareholders, and such member will serve at the discretion of the Board, until their successors are appointed and qualified. The Board shall designate one member of the Committee as its chairperson. The Board may remove any member from the Committee at any time, with or without cause. The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate.

III. DUTIES AND RESPONSIBILITIES OF THE COMMITTEE

1. Board Review: On an annual basis the Committee shall oversee the annual review of the effectiveness of the directors. The evaluation shall assess the Board’s contribution to the Company and identify areas for improvement. The Committee shall also administer an annual reevaluation of each director to determine each director’s ongoing ability and suitability to serve on the Board.

2. Criteria for Nomination to the Board: The Committee shall exercise its independent judgment to identify, evaluate and recommend to the Board and the Company’s stockholders nominees for election to the Board, in accordance with the requirements established by the SEC and the NYSE American and with the Board’s general criteria for directors set forth in the Company’s corporate governance standards and policies as in effect from time to time;

3. Nomination of Directors: The Committee shall annually consider the size, composition and needs of the Board and consider and recommend candidates for membership on the Board. The Committee shall recommend the composition of the Board for each annual meeting of shareholders. The Committee shall solicit and receive recommendations and review the qualifications of potential candidates. The Committee shall recommend to the Board each year the director nominees for election at the next annual meeting of shareholders. In case of a vacancy on the Board, upon the recommendation of the Committee, the Board may elect a new or replacement director to the Board during the course of the year to serve until the next annual meeting of shareholders.

4. Director On-boarding and Education: The Committee shall oversee and implement, as necessary, director on-boarding and continuing education programs, including compliance with any applicable director continuing education requirements;

5. Reports to the Board: The Committee shall report regularly to the Board on its meetings and review with the Board significant issues and concerns that arise at meetings of the Committee.

6. Charter Review: On an annual basis, the Committee shall review the adequacy of this charter, and recommend to the Board any modifications or changes for approval by the Board.

7. Committee Assignments: The Committee shall be responsible for recommending the assignment of Board members to the Company’s various Board Committees.

8. Committee Review: The Committee shall perform an annual evaluation of its effectiveness.

9. Corporate Governance Policies and Practices: The Committee shall periodically, and at least annually, review the Company’s corporate governance policies and practices and recommend changes to the Board when appropriate in light of the Company’s position, developments in laws and regulations applicable to the Company, and corporate governance trends and practices. The Committee shall oversee compliance by the Board and its committees with applicable laws and regulations, including the stock exchange and SEC rules and regulations.

10. Shareholder Proposals: The Committee shall review and assess shareholder proposals submitted to the Company for inclusion in the Company’s proxy statement, including an assessment of the relevance and significance of any such proposal.

11. Meetings of the Committee: The Committee will meet at least twice each year with the option of holding additional meetings at such times as it deems necessary or appropriate. The Committee will keep written minutes of its meetings. Meetings of the Committee shall be called by a majority of the members of the Committee upon such notice as is provided for in the Company’s articles with respect to meetings of the Board. A majority of the Committee members shall constitute a quorum. Actions of the Committee may be taken in person at a meeting or in writing without a meeting. Actions taken at a meeting, to be valid, shall require the approval of a majority of the members of the Committee present and voting. Actions taken in writing, to be valid, shall be signed by all members of the Committee.

12. Director Resignation Policy: Directors are expected to submit a letter of resignation at the time of retirement from active employment with the Company, or under the following circumstances:

(a) Whenever a director, after election to the Board, becomes employed by or a director of a competitor of the Company.

(b) Whenever the health or physical condition of a director would prevent him or her from satisfactorily fulfilling the responsibilities of the position.

(c) Whenever a change of circumstance affects a director’s continuing independence.

A Committee member may resign by delivering his or her written resignation to the chairperson of the Board, or may be removed by majority vote of the Board by delivery to such member of written notice of removal, to take effect at a date specified therein, or upon delivery of such written notice to such member if no date is specified. The Board shall have the power at any time to fill vacancies in the Committee, subject to such new member(s) satisfying any applicable requirements. In the event that the proposed letter of resignation is not accepted, the director’s tenure will continue. The Board shall have the power at any time to fill vacancies in the Committee, subject to such new member(s) satisfying the above requirements.

13. Advice from internal or external counsel: In performing all of its responsibilities, the Committee shall have the authority to hire and obtain advice, reports or opinions from internal or external counsel and expert advisors, including search firms, and to set the terms and fees for any such counsel and advisors. The Company must provide for appropriate funding, as determined by the Committee, for the payment of reasonable compensation to a consultant, legal counsel or other adviser retained by the Committee.

14. Scope of Investigation: The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or adviser of the Company to meet with the Committee or any advisers engaged by the Committee.

DELEGATION OF AUTHORITY

The Committee may, to the extent permitted under applicable law, the rules of the NYSE American and the SEC, and the Company’s Articles of Incorporation and Bylaws, form and delegate authority to subcommittees when appropriate.

COMPENSATION

Members of the Committee shall receive such fees, if any, for their service as Committee members, as may be determined by the Board. Such fees may include retainers or per-meeting fees and shall be paid in such form of consideration as is determined by the Board in accordance with the applicable rules of the NYSE American and the SEC.

Exhibit 99.5

BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC.

EXECUTIVE COMPENSATION
CLAWBACK POLICY

Effective as of March 16, 2026

1. OVERVIEW

In accordance with the applicable rules set forth in the NYSE American LLC Company Guide (the “NYSE Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Blockchain Digital Infrastructure, Inc. (the “Company”) has adopted this Policy (the “Policy”) to provide for the recovery of erroneously awarded Incentive-based Compensation from Officers. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Section H, below.

2. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

(a) In the event of an Accounting Restatement, the Company will reasonably promptly recover the Erroneously Awarded Compensation Received in accordance with NYSE Rules and Rule 10D-1 as follows:

(i) After an Accounting Restatement, the Compensation Committee (if composed entirely of independent directors, or in the absence of such a committee, a majority of independent directors serving on the Board) (the “Committee”) shall determine the amount of any Erroneously Awarded Compensation Received by each Officer and shall promptly notify each Officer with a written notice containing the amount of any Erroneously Awarded Compensation and a demand for repayment or return of such compensation, as applicable. For Incentive-based Compensation based on (or derived from) the Company’s stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement:

(1) The amount to be repaid or returned shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the Company’s stock price or total shareholder return upon which the Incentive-based Compensation was Received; and

(2) The Company shall maintain documentation of the determination of such reasonable estimate and provide the relevant documentation as required to the NYSE.

(ii) The Committee shall have discretion to determine the appropriate means of recovering Erroneously Awarded Compensation based on the particular facts and circumstances. Notwithstanding the foregoing, except as set forth in Section B(2) below, in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an Officer’s obligations hereunder.

(iii) To the extent that the Officer has already reimbursed the Company for any Erroneously Awarded Compensation Received under any duplicative recovery obligations established by the Company or applicable law, it shall be appropriate for any such reimbursed amount to be credited to the amount of Erroneously Awarded Compensation that is subject to recovery under this Policy.

(iv) To the extent that an Officer fails to repay all Erroneously Awarded Compensation to the Company when due, the Company shall take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable Officer. The applicable Officer shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such Erroneously Awarded Compensation in accordance with the immediately preceding sentence.

(b) Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated by Section B(1) above if the Committee (which, as specified above, is composed entirely of independent directors or in the absence of such a committee, a majority of the independent directors serving on the Board) determines that recovery would be impracticable and either of the following conditions are met:

(i) The Committee has determined that the direct expenses to be paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before making this determination, the Company must make a reasonable attempt to recover the Erroneously Awarded Compensation, document such attempt(s) and provide such documentation to the NYSE American; or

(ii) Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and regulations thereunder.

3. DISCLOSURE REQUIREMENTS

The Company shall file all disclosures with respect to this Policy required by applicable filings and rules of the U.S. Securities and Exchange Commission (the “SEC”).

4. PROHIBITION OF INDEMNIFICATION

The Company shall not be permitted to insure or indemnify any Officer against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy, or (ii) any claims relating to the Company’s enforcement of its rights under this Policy. Further, the Company shall not enter into any agreement that exempts any Incentive-based Compensation that is granted, paid or awarded to an Officer from the application of this Policy or that waives the Company’s right to recovery of any Erroneously Awarded Compensation, and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date of this Policy).

5. ADMINISTRATION AND INTERPRETATION

This Policy shall be administered by the Committee, and any determinations made by the Committee shall be final and binding on all affected individuals.

The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy and for the Company’s compliance with NYSE American Rules, Section 10D, Rule 10D-1 and any other applicable law, regulation, rule or interpretation of the SEC or NYSE American promulgated or issued in connection therewith.

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6. AMENDMENT; TERMINATION

The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary. Notwithstanding anything in this Section F to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rules or NYSE rules.

7. OTHER RECOVERY RIGHTS

This Policy shall be binding and enforceable against all Officers and, to the extent required by applicable law or guidance from the SEC or NYSE American, their beneficiaries, heirs, executors, administrators or other legal representatives. The Committee intends that this Policy will be applied to the fullest extent required by applicable law. Any employment agreement, equity award agreement, compensatory plan or any other agreement or arrangement with an Officer shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Officer to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law, regulation or rule or pursuant to the terms of any policy of the Company or any provision in any employment agreement, equity award agreement, compensatory plan, agreement or other arrangement.

8. DEFINITIONS

For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.

(a) “Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement).

(b) “Clawback Eligible Incentive Compensation” means all Incentive-based Compensation Received by an Officer (i) on or after the effective date of the applicable NYSE rules (October 2, 2023), (ii) after beginning service as an Officer, (iii) who served as an Officer at any time during the applicable performance period relating to any Incentive-based Compensation (whether or not such Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company), (iv) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (v) during the applicable Clawback Period.

(c) “Clawback Period” means, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date (as defined below), and if the Company changes its fiscal year, any transition period of less than nine months within or immediately following those three completed fiscal years.

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(d) “Erroneously Awarded Compensation” means, with respect to each Officer in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Incentive-based Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid.

(e) “Officer” means each individual who is currently or was previously designated as an “officer” of the Company as defined in Rule 16a-1(f) under the Exchange Act. For the avoidance of doubt, the identification of an Officer for purposes of this Policy shall include each “executive officer” who is or was identified pursuant to Item 401(b) of Regulation S-K as well as the principal financial officer and principal accounting officer (or, if there is no principal accounting officer, the controller).

(f) “Financial Reporting Measures” means measures determined and presented in accordance with U.S. generally accepted accounting principles and all other measures derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall, for purposes of this Policy, be considered Financial Reporting Measures. A Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC.

(g) “Incentive-based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.

(h) “NYSE” means the New York Stock Exchange or NYSE American LLC.

(i) “Received” means, with respect to any Incentive-based Compensation, actual or deemed receipt, and Incentive-based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if the payment or grant of the Incentive-based Compensation to the Officer occurs after the end of that period.

(j) “Restatement Date” means the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.

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Exhibit A

ATTESTATION AND ACKNOWLEDGEMENT OF
EXECUTIVE COMPENSATION CLAWBACK POLICY

By my signature below, I acknowledge and agree that:

I have received and read the attached Executive Compensation Clawback Policy (the “Policy”).

I hereby agree to abide by all of the terms of this Policy both during and after my employment with the Company, including, without limitation, by promptly repaying or returning any Erroneously Awarded Compensation to the Company as determined in accordance with this Policy.

Signature: 

Printed Name:

Date:

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Exhibit 99.6

INSIDER TRADING POLICY

Background and Objective

The Board of Directors of Blockchain Digital Infrastructure, Inc. (the “Company”) has adopted this Insider Trading Policy (this “Policy”) for our directors, officers, employees and consultants. It applies to the trading of the Company’s securities as well as the securities of other publicly traded companies with whom we have a business relationship.

Federal and state securities laws prohibit the purchase or sale of a company’s securities by persons who are aware of material information about that company that is not generally known or available to the public. Likewise, these laws prohibit persons who are aware of such material nonpublic information from disclosing this information to others who may trade. Companies and their controlling persons are also subject to liability if they fail to take reasonable steps to prevent insider trading by company personnel.

It is important that you understand the breadth of activities that constitute illegal insider trading and the consequences, which can be severe. The U.S. Securities and Exchange Commission (the “SEC”) and the Financial Industry Regulatory Authority, stock exchanges and similar entities in other jurisdictions where we may do business, investigate and are very effective at detecting insider trading. These agencies, along with government prosecutors, pursue insider trading violations vigorously. Cases have been prosecuted successfully against trading by employees through foreign accounts, trading by family members and friends, and trading involving only a small number of shares.

This Policy is designed to prevent insider trading (or allegations of insider trading) and to protect the Company’s reputation for integrity and ethical conduct. It is your obligation to understand and comply with this Policy. Should you have any questions regarding this Policy, please contact the Chief Financial Officer or such person’s designee if that officer is not available, collectively referred to in this Policy as the “Compliance Officer.”

Penalties for Noncompliance

Civil and Criminal Penalties. For individuals, potential penalties for insider trading violations include: (1) imprisonment for up to 20 years; (2) criminal fines of up to $5 million; and (3) civil fines of up to three times the profit gained or loss avoided.

Controlling-Person Liability. If the Company fails to take appropriate steps to prevent illegal insider trading, the Company may have “controlling person” liability for a trading violation, with civil penalties of up to the greater of $1 million or three times the profit gained or loss avoided, as well as a criminal penalty of up to $25 million. The civil penalties can extend personal liability to the Company’s directors, officers and other supervisory personnel if they fail to take appropriate steps to prevent insider trading.

Company Sanctions. Failure to comply with this Policy may also subject you to Company-imposed sanctions, including termination, whether or not your failure to comply with this Policy results in a violation of law.

Scope of Policy

Persons Covered. As a director, officer, employee or consultant of the Company or its subsidiaries, this Policy applies to you. The same restrictions that apply to you also apply to:

Your family members who reside with you;

Anyone else who lives in your household; and

Any family members who do not live in your household but whose transactions in Company securities are directed by you or are subject to your influence or control (such as parents or children who consult with you before they trade in Company securities).

You are responsible for making sure that the purchase or sale of any security covered by this Policy by any such person complies with this Policy.

Companies Covered. The prohibition on insider trading in this Policy is not limited to trading in the Company’s own securities. It includes trading in the securities of other firms, such as business associates or suppliers of the Company and those with which the Company may be negotiating major transactions or contractual relationships, such as an acquisition, investment, license or sale. Information that is not material to the Company may nevertheless be material to one of those other firms.

Transactions Covered. Trading includes purchases and sales of stock, derivative securities such as put and call options, convertible debentures and convertible preferred stock, and debt securities (debentures, bonds and notes).

Transactions not Covered. This Policy does not apply to the transactions described below as permitted under “Transactions under Our Equity Compensation Plans,” “Transactions Not Involving a Purchase or Sale” and “Rule 10b5-1 Plans.”

Statement of Policy

No Trading on Inside Information. You may not trade in the securities of the Company, directly or through family members or other persons or entities, if you are aware of material nonpublic information relating to the Company. Similarly, you may not trade in the securities of any other company if you are aware of material nonpublic information about the other company that you obtained in the course of your employment with, or services for, the Company.

No Tipping. You may not pass material nonpublic information on to others or recommend to others the purchase or sale of any securities when you are aware of such information. This practice, known as “tipping,” also violates the securities laws and can result in the same civil and criminal penalties that apply to insider trading, even though you did not trade and did not gain any benefit from the other person’s trading.

No Exception for Hardship. The existence of a personal financial emergency or hardship does not excuse you from compliance with this Policy.

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No Exception for Transactions Not Intended to be Based on Inside Information. It does not matter that you may have decided to engage in a transaction before becoming aware of material nonpublic information or that the material nonpublic information did not affect your decision to engage in the transaction. It is also irrelevant that publicly disclosed information about the Company might, even aside from the material nonpublic information, provide a sufficient basis for engaging in the transaction. In other words, your possession of inside information prevents you from engaging in a transaction, even if you would have engaged in such transaction without such inside information.

Blackout and Pre-Clearance Procedures

To help prevent inadvertent violations of the federal securities laws and to avoid even the appearance of trading on the basis of inside information, our Board of Directors has adopted an Addendum to this Policy setting forth policies prohibiting trading during certain “blackout periods” and requiring the pre-clearance of transactions, that applies to the following individuals:

Directors of the Company;

Executive officers and any person performing the function of an executive officer of the Company;

Any other person identified in the Addendum or that is designated by the Compliance Officer from time to time; and

Any spouse or relative of any of the above who resides in the same home or whose transactions in Company securities are directed by any of the above individuals or are subject to influence or control by any of the above individuals.

The Company will notify you if you are subject to the blackout periods and pre-clearance policies set forth in the Addendum.

Definition of “Material Nonpublic Information”

Inside information has two important elements—materiality and public availability.

Material Information. Information is material if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, hold or sell a security. Any information that could reasonably be expected to affect the price of the security is material. Common examples of material information are:

Projections of future earnings or losses, or other earnings guidance;

Earnings or operating results that are inconsistent with the consensus expectations of the investment community;

A pending or proposed merger, acquisition or tender offer or an acquisition or disposition of significant assets;

A change in senior management;

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Major events regarding the Company’s securities, including the declaration of a forward or reverse stock split or the offering of additional securities;

Severe financial liquidity problems;

Actual or threatened major litigation, or the resolution of such litigation;

The acquisition or license of products;

New major contracts, orders, suppliers, customers, partners or finance sources, or the loss thereof; and

The introduction or a change in status of significant new products.

Both positive and negative information can be material. Because trading that receives scrutiny will be evaluated after the fact with the benefit of hindsight, questions concerning the materiality of particular information should be resolved in favor of materiality. In other words, in case of doubt, trading should be avoided.

Nonpublic Information. Nonpublic information is information that is not generally known or available to the public. One common misconception is that material information loses its “nonpublic” status as soon as it is publicly disclosed. In fact, information is considered to be available to the public only when it has been released broadly to the marketplace (such as by a press release or an SEC filing) and the investing public has had time to absorb the information fully. As a general rule, the Company continues to consider information nonpublic until the close of the first full trading day after the information is released. For example, if the Company discloses earnings before trading begins on a Tuesday, then the first time you can buy or sell Company securities is the opening of the market on Wednesday (assuming you are not aware of other material nonpublic information at that time). However, if the Company discloses earnings after trading begins on that Tuesday, then the first time you can buy or sell Company securities is the opening of the market on Thursday.

Additional Guidance Regarding Trading of Securities

The Company considers it improper for those who are employed by, or associated with, the Company to engage in short-term or speculative transactions in the Company’s securities or in other transactions in the Company’s securities that may lead to inadvertent violations of the insider trading laws. Accordingly, your trading in Company securities is subject to the following additional guidelines:

Short Sales. You may not engage in short sales of the Company’s securities (sales of securities that you do not own, i.e., borrowed securities). You also may not engage in short sales “against the box” (sales of securities that you own, but with delayed delivery).

Publicly Traded Options. You may not engage in transactions in publicly traded options on the Company’s securities, such as puts, calls and other derivative securities, on an exchange or in any other organized market.

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Hedging. You may not engage in hedging transactions, including, but not limited to, zero-cost collars, forward sale contracts and many others, which involve the establishment of a short position in the Company’s securities and limit or eliminate your ability to profit from an increase in the value of the Company’s securities. Such transactions are complex and involve many aspects of the federal securities laws, including filing and disclosure requirements.

Standing or Limit Orders. Standing or limit orders should be used only for a very brief period of time, if at all. A standing order placed with a broker to sell or purchase Company stock at a specified minimum or maximum price leaves you with no control over the timing of the transaction. The limit order could be executed by the broker when you are aware of material nonpublic information, which would result in unlawful insider trading.

Margin Accounts and Pledges. Securities held in a margin account or pledged as collateral for a loan may be sold without your consent by the broker if you fail to meet a margin call or by the lender in foreclosure if you default on the loan. A margin or foreclosure sale that occurs when you are aware of material nonpublic information may, under some circumstances, result in unlawful insider trading. Because of this danger, you may not hold securities in a margin account or pledge Company securities as collateral for a loan.

Transactions Under Our Equity Compensation Plans

This Policy does not apply to transactions under our equity compensation plans, except as noted below:

Stock Option Exercises. This Policy’s trading restrictions generally do not apply to the exercise of a stock option. The trading restrictions do apply, however, to any sale of the underlying stock or to a cashless exercise of the option through a broker, as this entails selling a portion of the underlying stock to cover the costs of exercise.

Vesting of Awards. This Policy’s trading restrictions do not apply to the vesting of stock options, restricted stock or stock units, or the exercise of a right to have shares withheld to satisfy the tax withholding consequences of vesting. The Policy would apply to market sales of any shares received, including sales to cover the tax consequences of vesting.

Transactions Not Involving a Purchase or Sale

Bona fide gifts of securities are not subject to this Policy unless the person making the gift has reason to believe that the recipient intends to sell the securities at a time when the person making the gift (or a family member or other related person or entity) would be prohibited from doing so. If you own shares of a mutual fund that invests in our securities, there are no restrictions on trading the shares of the mutual fund at any time.

Rule 10b5-1 Plans

Trades by covered persons in the Company’s securities that are executed pursuant to a Rule 10b5-1 plan implemented as described below are not subject to the prohibition on trading on the basis of material nonpublic information contained in this Policy or to the restrictions relating to pre-clearance procedures and blackout periods set forth in this Policy.

Rule 10b5-1 provides an affirmative defense from insider trading liability under the federal securities laws for trading plans that meet certain requirements. In general, a Rule10b5-1 plan must be entered into at a time when you are not aware of material nonpublic information. If you are subject to the blackout provisions of the Addendum, you may not establish a Rule 10b5-1 plan during any blackout period. Once the plan is adopted, you must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade. The plan must either specify (including by formula) the amount, pricing and timing of transactions in advance, or delegate discretion on those matters to an independent third party not under your control or influence.

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The Company requires that all Rule 10b5-1 plans be approved in writing in advance by the Compliance Officer. In addition, unless expressly agreed by the Company, all Rule 10b5-1 plans must be with, and administered by, a singular broker designated by the Company

Post-Termination Transactions

This Policy continues to apply to your transactions in Company securities even after you have separated from service with the Company or a subsidiary. If you are aware of material nonpublic information when your employment or service relationship terminates, you may not trade in Company securities until that information has become public or is no longer material.

Unauthorized Disclosure

Maintaining the confidentiality of Company information is essential for competitive, security and other business reasons, as well as to comply with securities laws. You should treat all information you learn about the Company or its business plans in connection with your service as confidential and proprietary to the Company. Company employees and representatives should treat all corporate information with discretion and discuss confidential data only with those Company employees and representatives who have a right and a need to know. In particular, do not discuss confidential information with relatives, friends or acquaintances. Inadvertent disclosure of confidential or inside information may expose the Company and you to significant risk of investigation and litigation.

The timing and nature of the Company’s disclosure of material information to outsiders is subject to legal rules, the breach of which could result in substantial liability to you, the Company and its management. Accordingly, it is important that responses to inquiries about the Company by the press, investment analysts or others in the financial community be made on the Company’s behalf only through authorized individuals. Please consult the Company’s Regulation FD Compliance Policy for more details regarding the Company’s policy on speaking to the media, financial analysts and investors.

In addition, you are prohibited at all times from posting any information about the Company, its products, its customers, its potential customers, its business associates, or its competitors, as well as any other “material” nonpublic information, in any Internet discussion group or social media site or outlet.

Personal Responsibility

You should remember that the ultimate responsibility for adhering to this Policy and avoiding improper trading rests with you. If you violate this Policy, the Company may take disciplinary action, including dismissal.

Company Assistance

Your compliance with this Policy is of the utmost importance both for you and for the Company. If you have any questions about this Policy or its application to any proposed transaction, you may obtain additional guidance from the Compliance Officer. Please do not try to resolve uncertainties on your own, as the rules relating to insider trading are often complex and not always intuitive while violations entail severe consequences.

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ADDENDUM TO INSIDER TRADING POLICY

We have established additional procedures to assist in the administration of this Policy, to facilitate compliance with laws prohibiting insider trading while in possession of material nonpublic information, and to avoid the appearance of any impropriety. These additional procedures are applicable only to those individuals that are identified in the Policy or are designated by the Compliance Officer from time to time as described below.

Pre-Clearance Procedures. Directors and executive officers subject to Section 16 of the Securities Exchange Act of 1934, and employees or other personnel designated by the Compliance Officer as deemed likely to be in possession of material nonpublic information, as well as their family members who reside in the same home and entities that they control (collectively, “Covered Persons”), may not engage in any transaction in our securities without first obtaining pre-clearance of the transaction from the Compliance Officer. A request for pre-clearance should be submitted to the Compliance Officer at least two (2) business days in advance of the proposed transaction. The Compliance Officer is under no obligation to approve a transaction submitted for pre-clearance, and may determine not to permit the transaction. If a person seeks pre-clearance and permission to engage in the transaction is denied, then he or she should refrain from initiating any transaction in our securities, and should not inform any other person of the restriction.

When a request for pre-clearance is made, the requestor should carefully consider whether he or she may be aware of any material nonpublic information, and should describe fully those circumstances to the Compliance Officer. The requestor should be prepared to file a Form 4 for the proposed transaction (if applicable) and to comply with SEC Rule 144 and file Form 144, if necessary, at the time of any sale. We assist our directors and executive officers in completing and filing the appropriate forms and advance notice of the transactions allows us to complete these filings on a timely basis.

Quarterly Trading Restrictions. Covered Persons may not conduct any transactions involving our securities (other than as specified by this Policy), during a “Blackout Period” beginning on the last trading day of each fiscal quarter and ending after the first business day following the date of the public disclosure of our earnings results for that quarter. This Blackout Period applies even if you are not aware of material, nonpublic information at that time. Further, even if a Blackout Period is not in effect, at no time may you trade in Company securities if you are aware of material nonpublic information about the Company.

Event-Specific Trading Restriction Periods. From time to time, an event may occur that is material to Company and is known by only a limited group of directors, officers, employees and/or other Company representatives. So long as the event remains material and nonpublic, Covered Persons may not trade Company securities. In addition, our financial results may be sufficiently material in a particular fiscal quarter that, in the judgment of the Compliance Officer, Covered Persons should refrain from trading in our securities even sooner than the typical Blackout Period described above. In that situation, the Compliance Officer may notify these persons that they should not plan to trade in our securities until further advised by the Compliance Officer, without disclosing the reason for the restriction. The existence of an event-specific trading restriction period or extension of a Blackout Period will not be communicated widely within the Company, and should not be communicated to any other person.

Exceptions. The quarterly trading restrictions and event-driven trading restrictions do not apply to those transactions to which the Policy does not apply, as described in the Policy under the headings “Transactions under Our Equity Compensation Plans” and “Transactions Not Involving a Purchase or Sale.” Further, the requirement for pre-clearance, the quarterly trading restrictions and event-specific trading restrictions do not apply to transactions conducted pursuant to approved Rule 10b5-1 plans, described under the heading “Rule 10b5-1 Plans.” However, the establishment of a Rule 10b5-1 plan by a Covered Person does require pre-clearance and may not occur during any Blackout Period or event-specific trading restriction period.

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FAQ

What business combination did Blockchain Digital Infrastructure (AIB) complete?

Blockchain Digital Infrastructure, Inc. completed a business combination with Signing Day Sports, Inc. and One Blockchain LLC, making both entities wholly owned subsidiaries. The deal created a public AI and high‑performance computing infrastructure platform trading on NYSE American under the symbol AIB.

How many AIB shares were issued to Signing Day Sports and One Blockchain holders?

Signing Day Sports stockholders received 3,198,511 Blockchain common shares, while One Blockchain securityholders received 33,225,888 shares. This allocation reflects the relative emphasis on the digital infrastructure business within the combined company’s capital structure and future strategic focus.

What earnout terms apply to One Blockchain securityholders after the AIB merger?

One Blockchain securityholders may receive up to 3,863,460 additional Blockchain common shares if 2026 EBITDA equals or exceeds $25 million. Any earnout shares would be issued within ten days after Blockchain files its annual report for the 2026 fiscal year with the SEC.

What lock-up restrictions apply to AIB shareholders after the business combination?

Certain Signing Day Sports and One Blockchain holders owning about 70.1% of Blockchain common shares agreed not to sell most shares for six months after closing. They may transfer up to 25% earlier if the stock trades at or above $9.375 for 20 of 30 consecutive trading days.

What new equity incentive plan did Blockchain Digital Infrastructure adopt?

In connection with the transaction, Blockchain adopted the 2026 Equity Incentive Plan, reserving 7,526,299 common shares for awards. The plan supports stock options, restricted stock, RSUs, performance awards and other equity incentives for directors, officers, employees and consultants of the combined company.

What governance and policy changes accompanied AIB’s business combination?

Blockchain implemented an amended charter authorizing 1,000,000,000 common and 100,000,000 preferred shares, adopted new bylaws, formed key board committees, changed auditors to Carr, Riggs & Ingram, and approved a code of ethics, compensation clawback policy and insider trading policy to align with NYSE American standards.

Filing Exhibits & Attachments

20 documents

Press Releases

• EX-99.1 JOINT PRESS RELEASE, DATED MARCH 16, 2026 13.9 KB
• EX-99.2 AUDIT COMMITTEE CHARTER 43.1 KB
• EX-99.3 COMPENSATION COMMITTEE CHARTER 33.5 KB
• EX-99.4 NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER 18.4 KB
• EX-99.5 COMPENSATION RECOVERY POLICY 30.6 KB
• EX-99.6 INSIDER TRADING POLICY 44.8 KB

Agreements & Contracts

• EX-10.1 LOCK-UP/LEAKOUT AGREEMENT DATED MARCH 16, 2026 44.6 KB
• EX-10.2 EXECUTIVE CONSULTING AGREEMENT, DATED MARCH 12, 2026 BETWEEN BLOCKCHAIN DIGITAL 57.3 KB
• EX-10.3 EXECUTIVE CONSULTING AGREEMENT, DATED MARCH 12, 2026 BETWEEN BLOCKCHAIN DIGITAL 57.6 KB
• EX-10.4 EXECUTIVE CONSULTING AGREEMENT, DATED MARCH 12, 2026 BETWEEN BLOCKCHAIN DIGITAL 58.2 KB
• EX-10.5 BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC.2026 EQUITY INCENTIVE PLAN 139.6 KB

Financial & Certifications

• EX-21.1 LIST OF SUBSIDIARIES 1.8 KB

Other Documents

• EX-2.4 CERTIFICATE OF MERGER OF BCDI MERGER SUB I INC. AND SIGNING DAY SPORTS, INC. FIL 7.9 KB
• EX-2.5 CERTIFICATE OF MERGER OF ONE BLOCKCHAIN LLC AND BCDI MERGER SUB II LLC FILED ON 7.8 KB
• EX-3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BLOCKCHAIN DIGITAL INFRASTR 63.0 KB
• EX-3.2 AMENDED AND RESTATED BYLAWS 165.4 KB
• EX-14.1 CODE OF ETHICS 193.0 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB