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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): May 27, 2026
| BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
|
001-43194 |
|
39-2631241 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
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 1.01 Entry into a Material Definitive Agreement.
Electric Service Agreement
On May 27, 2026, One Blockchain, LLC, a subsidiary
of BlockchAIn Digital Infrastructure, Inc. (the “Company”) entered into a 15-year Electric Service Agreement (“Electric
Service Agreement”) with a local utility provider (the “Utility Company”). The Electric Service Agreement replaces the
Company’s existing electric service agreement with the Utility Company which expires on September 30, 2026. The services provided
under the Electric Service Agreement will commence on October 1, 2026 ensuring that there will not be a lapse in electric supply. Pursuant
to the Electric Service Agreement, the Utility Company will sell and deliver up to 65,000 kilovolt-amperes of three-phase, 34,500-volt
electric power to the Company’s flagship data center campus, known as CLT01, with initial delivery targeted for December 15, 2026.
The Company is subject to a minimum monthly
demand charge of $400,000, with a deferral mechanism allowing $200,000 per month to accrue (without interest) before December 31, 2027,
or until the Company’s demand first reaches 40,000 kilovolt-amperes, whichever occurs first. After that point, the full minimum
charge is payable monthly in cash.
The Electric Service Agreement is subject
to the Utility Company’s Rate Schedule I (Industrial) and Service Regulations as filed with the relevant Public Service Commission,
and may be updated by the Utility Company or applicable regulatory authority. The Company is required to provide a security deposit equal
to two months of maximum estimated billing, which may be satisfied by cash, surety bond, or a letter of guarantee. Additionally, the Company
must prepay a $250,000 infrastructure early termination fee, which will be credited against power bills once service commences.
Either party may terminate the Electric Service
Agreement in accordance with the applicable Rate Schedule or by providing at least 60 days’ written notice prior to the end of the
original or any renewal term. The Electric Service Agreement also contains customary force majeure provisions and operational requirements,
and may be further amended to reflect any future provisions in the Utility Company’s power purchase agreements.
The foregoing description of the Electric Service
Agreement does not purport to be complete and is qualified in its entirety by reference to the redacted text of the Electric Service Agreement,
a copy of which is filed (with certain portions redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K as Exhibit 10.1 hereto
and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On May 27, 2026 the Company
issued a press release announcing the execution of a 15-year Electric Service Agreement to expand contracted utility load at CLT-01, the
Company's flagship data center campus. A copy of the press release is being furnished as Exhibit 99.1 of this Current Report on Form 8-K.
The information in this Item
7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934
(the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed to be incorporated
by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements
and Exhibits.
(d) List of Exhibits
| Exhibit No. |
|
Description of Exhibit |
| 10.1* |
|
Electric Service Agreement, dated May 27, 2026, by and between [***] and One Blockchain, LLC |
| 99.1 |
|
Press Release, dated May 27, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| |
* |
Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request. |
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 1, 2026 |
BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC. |
| |
|
|
| |
/s/ Jerry Tang |
| |
Name: |
Jerry Tang |
| |
Title: |
Chief Executive Officer and President |
Exhibit 99.1
BlockchAIn Executes 15-Year, 65 MW Electric Service
Agreement at CLT-01 to Meet Demand for AI Data Center Capacity
Expands Contracted Utility Load at CLT-01 from 40
MW to 65 MW Under a 15-Year Term
Power Immediately Available Through Existing Onsite
34.5 kV Infrastructure, With No Significant Electrical Upgrades Required, to Meet Growing Demand Beyond Current Customer Commitments
NEW YORK, May 27, 2026 -- BlockchAIn Digital
Infrastructure, Inc. (NYSE American: AIB) (“BlockchAIn” or the “Company”), a developer and operator of digital
infrastructure focused on artificial intelligence (“AI”) and high-performance computing (“HPC”) workloads, today announced
the execution of a 15-year Electric Service Agreement (“ESA”) to expand contracted utility load at CLT-01, the Company’s flagship
data center campus currently being repositioned for AI/HPC infrastructure, from 40 megawatts (“MW”) to 65 MW.
The full 65 MW is available through the existing 34.5
kV distribution line onsite, requiring no significant additional electrical infrastructure upgrades. This positions CLT-01 to rapidly
accommodate rising neocloud and enterprise demand without the lead times associated with new power procurement and represents a key structural
advantage relative to greenfield data center development.
The expanded utility commitment supports the Company’s
growing customer pipeline, which includes letters of intent representing 25 MW of committed critical IT load with a leading AI company
and a financial institution. The Company’s business development team, led by Eyal Rozen, Chief Operating Officer and former business development
executive at Nebius, and Gary Heitz, Vice President of Sales and former business development leader at Google and Dell, is actively engaged
with multiple prospective clients.
The newly expanded power load will represent the first
phase of the site’s broader infrastructure expansion. The remaining phase will include the design and installation of a new AI-optimized
data center shell, which is expected to be completed over the next nine months. Project execution will be led by Christopher Iannacone,
former Director of Project Management at Amazon, with 25+ years of experience overseeing 3+ gigawatts of data center capacity.
“Power availability at scale, under long-term
commitments, is the starting point for everything else in AI infrastructure development. It was critical that we significantly expand
our available power and infrastructure capacity, and the 65 MW we have secured is now immediately available through existing onsite infrastructure
to meet the growing pipeline of demand from AI/HPC tenants,” said Jerry Tang, Founder and Chief Executive Officer of BlockchAIn.
“Expanding our contracted load to 65 MW for 15 years gives us the runway to convert CLT-01 into purpose-built AI/HPC capacity, to
support a prospective anchor tenant, and to underwrite the additional capacity we are pursuing with prospective customers under long-term
contracts -- all from a site that already has the power, the interconnection, and the operating history in place.”
About BlockchAIn
BlockchAIn is a developer and operator of digital
infrastructure focused on AI hosting and high-performance computing workloads. The Company’s platform combines access to reliable,
scalable power resources with modular infrastructure deployment designed to accelerate the development of next-generation compute capacity.
For more information, visit https://www.aib.us/.
Forward-Looking Statements
This press release contains “forward-looking
statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained
in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by
the use of words such as “may,” “could,” “will,” “should,” “would,” “expect,”
“plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “project” or “continue” or the negative of these terms or other comparable terminology
and include, but are not limited to, statements regarding the planned conversion of CLT-01 from data mining to AI and HPC data center
capacity, the expected benefits of the Electric Service Agreement, the anticipated availability and timing of utility load under the agreement,
the planned site transition and incremental data hall capacity, the Company’s ability to attract and contract with additional AI
and HPC customers, and the Company’s growth and development pipeline. These statements are 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 performance of the utility counterparty under the Electric Service Agreement, delays in permitting and regulatory
approvals, utility interconnection and energization timing, tariff and rate changes, equipment availability, supply chain conditions,
contractor performance, site transition execution, the ability to attract and retain key personnel to manage the business effectively,
competition from existing or new offerings that may emerge, and broader market and economic conditions. These risks, uncertainties and
other factors are described more fully in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”).
These risks, uncertainties and other factors are, in some cases, beyond the Company’s control and could materially affect results.
If one or more of these risks, uncertainties or other factors become applicable, or if these underlying assumptions prove to be incorrect,
actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking
statement is a guarantee of future performance. Forward-looking statements contained in this announcement are made as of this date, and
the Company undertakes no duty to update such information except as required under applicable law.
Investor Relations
Chris Tyson
Executive Vice President
MZ Group – MZ North America
Phone: (949) 491-8235
AIB@mzgroup.us
www.mzgroup.us