Form 8-K

8-K — BlockchAIn Digital Infrastructure, Inc.

Accession: 0001213900-26-070192

Filed: 2026-06-18

Period: 2026-06-17

CIK: 0002070542

SIC: 6221 ()

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0295278-8k_blockchain.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED JUNE 18, 2026 (ea029527801ex99-1.htm)

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8-K — CURRENT REPORT

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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 8.01 Other Events

previously disclosed, on June 8, 2026, BlockchAIn Digital Infrastructure, Inc., a Delaware corporation (the “Company”) closed

its public offering (the “Offering”) of 33,333,334 shares of the Company’s Common Stock, par value $0.0001 (the “Common

Stock”), at a public offering price of $1.65 per share. Under the terms of the Underwriting Agreement, we granted Lucid Capital

Markets, LLC (“Lucid”) an option, exercisable for 45 days following the closing of the Offering, to purchase up to an additional

4,999,999 shares of Common Stock at the public offering price less the underwriting discounts and commissions to cover over-allotments,

if any.

June 15, 2026, Lucid exercised the over-allotment option in full. On June 17, 2026, the Company closed its sale of an additional 4,999,999

shares of Common Stock at a public offering price of $1.65 per share less the underwriting discount, generating additional net proceeds

of $7,754,998.45, after deducting underwriting discounts and commissions.

June 17, 2026, the Company issued to Lucid and its designees warrants to purchase an aggregate of 200,000 shares of Common Stock (the

“Representative Warrants”). The Representative Warrants are immediately exercisable upon issuance at an exercise price of

$1.815 per share until June 5, 2031.

June 18, 2026, the Company issued a press release announcing the closing of the over-allotment, a copy of which is attached as Exhibit 99.1

to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description of Exhibit

99.1

Press Release, dated June 18, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Date: June 18, 2026

BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC.

/s/ Jerry Tang

Name:

Jerry Tang

Title:

Chief Executive Officer and President

EX-99.1 — PRESS RELEASE, DATED JUNE 18, 2026

EX-99.1

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Exhibit 99.1

BlockchAIn

Announces Full Exercise of Underwriter’s Option to Purchase Additional Shares of Common Stock

NEW

YORK, June 18, 2026 -- BlockchAIn Digital Infrastructure, Inc. (NYSE American: AIB) (“BlockchAIn” or the “Company”),

a developer and operator of digital infrastructure focused on artificial intelligence (“AI”) workloads, today announced that

the underwriter of its public offering of common stock has exercised in full its option to purchase an additional 4,999,999 shares of

its common stock at the public offering price of $1.65 per share less the underwriting discounts and commissions, resulting in additional

gross proceeds of approximately $8.25 million.

Including

the full exercise of the option, the Company sold a total of 38,333,333 shares of its common stock in the offering, for aggregate gross

proceeds of approximately $63.25 million, before deducting underwriting discounts and commissions and other offering expenses. The Company

intends to use the net proceeds from the offering for working capital, capital expenditures relating to growing its business, and general

corporate purposes.

Lucid

Capital Markets acted as the sole book-running manager for the offering.

The

shares of common stock issued as part of the underwritten public offering were offered pursuant to a registration statement on Form S-1

(File No. 333-296413), which was initially filed with the U.S. Securities and Exchange Commission (“SEC”) on June 2, 2026 and

declared effective on June 4, 2026. Copies of the final prospectus can be obtained for free on the SEC’s website at www.sec.gov

or by contacting Lucid Capital Markets, LLC, 570 Lexington Avenue, 40th Floor, New York, NY 10022.

This

press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall

there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior

to registration or qualification under the securities laws of any such state or jurisdiction.

About

BlockchAIn

is a developer and operator of digital infrastructure focused on AI hosting and high-performance computing workloads. The Company’s platform

combines access to reliable, scalable power resources with modular infrastructure deployment designed to accelerate the development of

next-generation compute capacity.

For

more information, visit https://www.aib.us/.

Forward-Looking

Statements

This

press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements,

other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements

contained in this press release may be identified by the use of words such as “may,” “could,” “will,” “should,”

“would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,”

“predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable

terminology and include, but are not limited to, the intended use of proceeds from the public offering, statements regarding the planned

conversion of CLT-01 from data mining to AI and HPC data center capacity, the expected benefits of the Electric Service Agreement, the

anticipated availability and timing of utility load under the agreement, the planned site transition and incremental data hall capacity,

the Company’s ability to attract and contract with additional AI and HPC customers, and the Company’s growth and development pipeline.

These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of

AIB’s management and are not predictions of actual performance. You should not place undue reliance on forward-looking statements

because they involve known and unknown risks, uncertainties, and other factors, including without limitation, the performance of the

utility counterparty under the Electric Service Agreement, delays in permitting and regulatory approvals, utility interconnection and

energization timing, tariff and rate changes, equipment availability, supply chain conditions, contractor performance, site transition

execution, the ability to attract and retain key personnel to manage the business effectively, competition from existing or new offerings

that may emerge, and broader market and economic conditions. These risks, uncertainties and other factors are described more fully in

the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”). These risks, uncertainties and other factors

are, in some cases, beyond the Company’s control and could materially affect results. If one or more of these risks, uncertainties or

other factors become applicable, or if these underlying assumptions prove to be incorrect, actual events or results may vary significantly

from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to publicly update

or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which we hereafter become

aware, except as required under applicable law.

Investor

Relations

Chris

Tyson

Executive

Vice President

Group - MZ North America

Phone:

(949) 491-8235

AIB@mzgroup.us

www.mzgroup.us

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