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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 25, 2026
| AIB Data Centers 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) |
| |
| BlockchAIn
Digital Infrastructure, Inc. |
| (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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
BlockchAIn Digital Infrastructure, Inc. (the “Company”)
changed its corporate name to AIB Data Centers Inc., effective June 25, 2026. The Company changed its corporate name by filing a Certificate
of Amendment of Certificate of Incorporation with the Delaware Secretary of State on June 24, 2026. The Company’s common stock began
trading on the NYSE American under the new name on June 26, 2026. The Company’s common stock will continue to trade under the ticker
symbol “AIB.” The CUSIP number of the Company’s common stock remains unchanged.
A copy of the Certificate of Amendment of Certificate of Incorporation
is attached as Exhibit 3.1 hereto and incorporated by reference.
Item 7.01 Regulation FD Disclosure.
On June 26, 2026, the Company issued a press release
announcing its name change to AIB Data Centers Inc.
On June 29, 2026, the Company issued a press release announcing its
inclusion on the Russell Microcap® Index, effective at market open on June 29, 2026.
Copies of the press releases are attached as Exhibits 99.1 and 99.2
to this Current Report on Form 8-K (this “Current Report”).
The information included in this Item 7.01 of this Current Report,
including the attached Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report and the press releases furnished as Exhibits 99.1
and 99.2 to this Current Report contain “forward-looking statements” that are subject to substantial risks and uncertainties.
All statements, other than statements of historical fact are forward-looking statements. Forward-looking statements 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 and on the current expectations of the Company’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.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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 29, 2026 |
AIB Data Centers Inc. |
| |
|
| |
/s/
Jerry Tang |
| |
Name: |
Jerry Tang |
| |
Title: |
Chief Executive Officer and President |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BLOCKCHAIN DIGITAL INFRASTRUCTURE,
INC.
The undersigned,
being a duly authorized officer and signatory of BlockchAIn Digital Infrastructure, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
FIRST: The name of the corporation
is BlockchAIn Digital Infrastructure, Inc.
SECOND:
The certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 11, 2025,
and amended and restated on March 16, 2026 (the “Certificate of Incorporation”).
THIRD:
That the Board of Directors of the Corporation adopted by unanimous written consent a resolution declaring that this Certificate of Amendment
of Certificate of Incorporation is advisable and in the best interest of the Corporation.
FOURTH:
The Certificate of Incorporation is hereby amended by striking Article FIRST thereof in its entirety and substituting in lieu thereof
a new Article FIRST which shall read in its entirety as follows:
FIRST: The name of the
corporation is “AIB Data Centers Inc.”
FIFTH:
This Certificate of Amendment of Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware.
SIXTH: This
Certificate of Amendment of Certificate of Incorporation shall be effective as of 5:00 p.m. ET on June 25, 2026.
IN WITNESS WHEREOF, the undersigned
affirms that the statements made herein are true under the penalties of perjury, this 24th day of June, 2026.
| |
BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC. |
| |
|
| |
By: |
/s/ Jerry Tang |
| |
|
Name: |
Jerry Tang |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
BlockchAIn Digital Infrastructure, Inc. Completes
Corporate Name Change to AIB Data Centers Inc.
Corporate Rebranding Reflects the Company’s
Strategic Focus on AI and High-Performance Computing Infrastructure
Company Recently Completed $63 Million Public
Offering to Support Growth Strategy Across AI Data Center Infrastructure
NEW YORK, June 26, 2026 -- AIB Data Centers
Inc. (NYSE American: AIB) (“AIB” or the “Company”), a developer and operator of digital infrastructure focused
on artificial intelligence (“AI”) workloads, today announced its corporate name change from BlockchAIn Digital Infrastructure,
Inc. to AIB Data Centers Inc., effective June 25, 2026.
The Company’s common stock will continue
to trade on the NYSE American under the ticker symbol “AIB,” and is expected to begin trading under the new corporate name
today.
The new name reflects the Company’s evolution
from its historical roots in digital asset infrastructure toward its current strategy of developing and operating next-generation data
center infrastructure designed to support AI, high-performance computing (“HPC”), and other advanced computing applications.
The name change caps a period of significant momentum for the Company, which recently completed a public offering for aggregate gross
proceeds of approximately $63.25 million, including the full exercise of the underwriter’s option to purchase additional shares,
providing additional capital to support its growth strategy as it advances its flagship campus and pursues additional opportunities across
the AI data center ecosystem.
“Completing our transition to AIB Data Centers
marks an important milestone in our Company’s transformation,” said Jerry Tang, Chief Executive Officer of AIB Data Centers.
“Our new name reflects who we are today and the strategy we are executing by developing critical infrastructure for the next generation
of AI and high-performance computing workloads. With a strengthened balance sheet and a clear strategic focus, we believe AIB Data Centers
is well positioned pursue additional opportunities across the AI data center ecosystem.”
The name change does not affect the Company’s
corporate structure, management team, board of directors, operations, or strategic priorities. Stockholders are not required to take any
action in connection with the name change.
In connection with the rebranding, the Company
has refreshed its corporate identity and website. Investors, customers, and other stakeholders are encouraged to visit the Company’s
website at www.aib.us to learn more about its strategy, operations, and latest developments.
About AIB Data Centers
AIB Data Centers Inc.
is a developer and operator of digital infrastructure focused on AI hosting and high-performance computing workloads. The Company’s platform
combines access to reliable, scalable power resources with modular infrastructure deployment designed to accelerate the development of
next-generation compute capacity.
For more information,
visit https://www.aib.us/.
Forward-Looking Statements
This press release contains
“forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements
of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press
release may be identified by the use of words such as “may,” “could,” “will,” “should,” “would,”
“expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “project” or “continue” or the negative of these terms or other comparable terminology and
include, but are not limited to, the intended use of proceeds from the public offering, statements regarding the planned conversion of
CLT-01 from data mining to AI and HPC data center capacity, the expected benefits of the Electric Service Agreement, the anticipated availability
and timing of utility load under the agreement, the planned site transition and incremental data hall capacity, the Company’s ability
to attract and contract with additional AI and HPC customers, and the Company’s growth and development pipeline. These statements are
based on various assumptions, whether or not identified in this press release, and on the current expectations of AIB’s management
and are not predictions of actual performance. You should not place undue reliance on forward-looking statements because they involve
known and unknown risks, uncertainties, and other factors, including without limitation, the performance of the utility counterparty under
the Electric Service Agreement, delays in permitting and regulatory approvals, utility interconnection and energization timing, tariff
and rate changes, equipment availability, supply chain conditions, contractor performance, site transition execution, the ability to attract
and retain key personnel to manage the business effectively, competition from existing or new offerings that may emerge, and broader market
and economic conditions. These risks, uncertainties and other factors are described more fully in the Company’s filings with the U.S.
Securities and Exchange Commission (the “SEC”). These risks, uncertainties and other factors are, in some cases, beyond the
Company’s control and could materially affect results. If one or more of these risks, uncertainties or other factors become applicable,
or if these underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected
by the forward-looking statements. No forward-looking statement is a guarantee of future performance. Forward-looking statements contained
in this announcement are made as of this date, and the Company undertakes no duty to publicly update or correct any forward-looking statements
to reflect events or circumstances that subsequently occur or of which we hereafter become aware, except as required under applicable
law.
Investor Relations
Chris Tyson
Executive Vice President
MZ Group - MZ North America
Phone: (949) 491-8235
[email protected]
www.mzgroup.us
Exhibit 99.2
AIB Data Centers Added to Russell Microcap®
Index
NEW YORK, June 29, 2026 -- AIB Data Centers
Inc. (NYSE American: AIB) (“AIB” or the “Company”; formerly BlockchAIn Digital Infrastructure, Inc.), a developer
and operator of digital infrastructure focused on artificial intelligence (“AI”) workloads, has been added as a member of
the Russell Microcap® Index, effective when the US market opens on June 29, as part of the first 2026 Russell indexes reconstitution.
“Our addition to the Russell Microcap®
Index caps off a period of significant momentum for our Company,” said Jerry Tang, Chief Executive Officer of AIB Data Centers.
“We recently changed our corporate name to AIB Data Centers Inc. to better reflect our strategic focus on AI and high-performance
computing infrastructure, and we completed a public offering for aggregate gross proceeds of approximately $63.25 million, including the
full exercise of the underwriter’s option to purchase additional shares. We believe our inclusion in the Russell Index will enhance
our visibility within the institutional investment community as we advance and pursue additional opportunities across the AI data center
ecosystem, and we remain focused on creating long-term value for our shareholders.”
The semi-annual June reconstitution of the Russell
US Indexes captures the 4,000 largest US stocks as of Tuesday, April 30th, ranking them by total market capitalization. Membership in
the Russell 3000® Index, which remains in place for half a year beginning 2026, means automatic inclusion in the large-cap Russell
1000® Index or small-cap Russell 2000® Index as well as the appropriate growth and value style indexes. The Russell Microcap®
Index consists of the smallest 1,000 securities in the Russell 2000® Index, plus the next 1,000 smallest eligible securities by market
cap. FTSE Russell determines membership for its Russell indexes primarily by objective, market-capitalization rankings and style attributes.
Russell indexes are widely used by investment
managers and institutional investors for index funds and as benchmarks for active investment strategies. According to data as of the end
of June 2025, about $12.2 trillion in assets are benchmarked against the Russell US indexes, which belong to FTSE Russell, the global
index provider.
For more information on the Russell Microcap®
Index and the Russell indexes reconstitution, go to the “Russell Reconstitution” section on the FTSE Russell website.
About AIB Data Centers
AIB Data Centers Inc.
is a developer and operator of digital infrastructure focused on AI hosting and high-performance computing workloads. The Company's platform
combines access to reliable, scalable power resources with modular infrastructure deployment designed to accelerate the development of
next-generation compute capacity.
For more information,
visit https://www.aib.us/.
Forward-Looking Statements
This press release contains
"forward-looking statements" that are subject to substantial risks and uncertainties. All statements, other than statements
of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press
release may be identified by the use of words such as "may," "could," "will," "should," "would,"
"expect," "plan," "intend," "anticipate," "believe," "estimate," "predict,"
"potential," "project" or "continue" or the negative of these terms or other comparable terminology and
include, but are not limited to, the intended use of proceeds from the public offering, statements regarding the planned conversion of
CLT-01 from data mining to AI and HPC data center capacity, the expected benefits of the Electric Service Agreement, the anticipated availability
and timing of utility load under the agreement, the planned site transition and incremental data hall capacity, the Company's ability
to attract and contract with additional AI and HPC customers, and the Company's growth and development pipeline. These statements are
based on various assumptions, whether or not identified in this press release, and on the current expectations of AIB’s management
and are not predictions of actual performance. You should not place undue reliance on forward-looking statements because they involve
known and unknown risks, uncertainties, and other factors, including without limitation, the performance of the utility counterparty under
the Electric Service Agreement, delays in permitting and regulatory approvals, utility interconnection and energization timing, tariff
and rate changes, equipment availability, supply chain conditions, contractor performance, site transition execution, the ability to attract
and retain key personnel to manage the business effectively, competition from existing or new offerings that may emerge, and broader market
and economic conditions. These risks, uncertainties and other factors are described more fully in the Company's filings with the U.S.
Securities and Exchange Commission (the "SEC"). These risks, uncertainties and other factors are, in some cases, beyond the
Company's control and could materially affect results. If one or more of these risks, uncertainties or other factors become applicable,
or if these underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected
by the forward-looking statements. No forward-looking statement is a guarantee of future performance. Forward-looking statements contained
in this announcement are made as of this date, and the Company undertakes no duty to publicly update or correct any forward-looking statements
to reflect events or circumstances that subsequently occur or of which we hereafter become aware, except as required under applicable
law.
Investor Relations
Chris Tyson
Executive Vice President
MZ Group - MZ North America
Phone: (949) 491-8235
[email protected]
www.mzgroup.us