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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): June 17, 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) |
| (646)
493-2993 |
| (Registrant’s telephone
number, including area code) |
| |
| |
| (Former name or former address,
if changed since last report) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
| Common Stock, $0.0001 par
value per share |
|
AIB |
|
NYSE American LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
Growth Company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
June 17, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of Blockchain Digital Infrastructure,
Inc., a Delaware corporation (the “Company”), acting pursuant to the charter of the Committee, approved one-time special
discretionary cash bonus awards to the following executive officers of the Company:
Jerry
Tang, Chief Executive Officer — $250,000
Jolienne
Halisky, Chief Financial Officer— $100,000
The
awards are payable in cash following approval by the Committee. The awards recognize each executive’s contributions to the Company
during the period from January 2025 through the date of approval and relate to achievements including among other things, the Company’s
listing on the NYSE American, strategic repositioning toward AI and high-performance computing infrastructure, and data center pipeline
development.
As
previously disclosed in the Company’s registration statement on Form S-4 in connection with the business combination with Signing
Day Sports, Inc., as well as the proxy statement filed by the Company with the SEC on April 29, 2026, the Company has been in the process
of developing an executive compensation program appropriate for a publicly traded company that is designed to align compensation with
the Company’s business objectives and the creation of stockholder value, while enabling the Company to attract, retain, incentivize
and reward individuals who contribute to the long-term success of the Company. The cash bonus awards represent one component of that
program. The Company expects to provide additional details regarding its executive compensation program, including any further elements
of the program as they are finalized, in its future SEC filings.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date: June 23, 2026 |
BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC. |
| |
|
| |
/s/
Jerry Tang |
| |
Name: |
Jerry Tang |
| |
Title: |
Chief Executive Officer and President |
