8-K
BlockchAIn Digital Infrastructure, Inc. (AIB)
View as plain text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13or 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<br>CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17<br>CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange<br>Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange<br>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 |
All values are in US Dollars.
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 Statementsand 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. |
|---|
1
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 |
2
Exhibit 10.1
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBITBECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS A TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
ELECTRIC SERVICE AGREEMENT
***
WITH
ONE BLOCKCHAIN, LLC
ELECTRIC SERVICE AGREEMENT
THIS AGREEMENT is made this 1st day of October, 2026 (the “Effective Date”), by and between ***, a *** Corporation (the “Company”), party of the first part, and ONE BLOCKCHAIN, LLC, a Delaware limited liability company (the “Customer”), party of the second part.
In consideration of the mutual covenants herein contained, the parties hereto, for themselves, their successors and assigns, do hereby agree that, subject to the following conditions, the Company shall sell and deliver electric power to the Customer, and the Customer shall purchase, receive, use and pay for same:
1. ServiceRequirements The electric power to be delivered hereunder shall be three phase, alternating, at a frequency of approximately sixty (60) cycles per second, and at approximately 34,500 volts. Delivery of said power shall be made in ***, at a delivery point described as follows: on the high voltage (34.5 kV) side of the Customer’s transformers located on their premises in the ***.
The contract demand shall be 65,000 kilovolt-amperes. The Company will install and own such meter(s) as shall be necessary to measure and record the electrical energy delivered hereunder, such meter(s) to be located: on the Company’s side of the delivery point described above.
The power shall be used at the Customer’s establishment, known as CLT01 located entirely on a single contiguous premises at or near ***.
2. Rate Schedule and Service Regulations The sale, delivery, and use of electric power hereunder, and all services of whatever type to be rendered or performed in connection therewith, shall in all respects be subject to and in accordance with all the terms and conditions of the Company’s Rate Schedule I (Industrial) and its Service Regulations, both of which are now on file with The Public Service Commission of ***, and are hereby incorporated by reference and made a part hereof as though fully set forth herein. Said Rate Schedule and Service Regulations are subject to change, revisions, alteration or substitution, either in whole or in part, upon order of said commission or any other regulatory authority having jurisdiction, and any such change, revision, alteration, or substitution shall immediately be made a part hereof as though fully written herein, and shall nullify any prior provision in conflict therewith.
2
3. Initial Delivery Date The Company will make commercially reasonable efforts to begin to deliver electric power to the Customer on or before the 15th day of December , 2026 (the “Initial Delivery Date”); provided however, the Initial Delivery Date cannot be earlier than the termination of that certain Electric Services Agreement between the Company and BPV Power Alpha LLC dated October 15, 2021 (“BPV ESA”). However, if the Company is prevented from delivering power, or the customer from accepting power, on said date by reason of strike, stoppage of labor, riot, fire, flood, ice, adverse weather, invasion, civil war, commotion, insurrection, military or usurped power, accident, order of any Court or Judge granted in any bona fide adverse legal proceedings or action, order of any civil authority, explosion, act of God or public enemies, failure of the BPV ESA to be terminated (other than a failure caused by Company not agreeing to such termination), or any other cause reasonably beyond the control of the parties, and not attributable to neglect, then, and in such case or cases, the Initial Delivery Date of power hereunder shall be extended for a period proportionate to such delay or prevention. Notwithstanding any other provision, if Customer has failed to start accepting power within 180 days following the Initial Delivery Date, Company shall have the right to terminate this Agreement upon providing written notice to the Customer.
4. Term The term of this agreement shall be 15 year(s), beginning on the Initial Delivery Date and continuing thereafter from year to year until terminated. The parties shall have the right of termination provided in the attached Rate Schedule, as from time to time amended; and in the absence of any such provision, either party may terminate this Agreement upon written notice to the other delivered at least sixty (60) days in advance of the termination of the original term or any then existing additional term.
5. Minimum Billand Payment The minimum Customer Specific Demand Charge, as this term is defined in the Company’s Experimental Rider ED-1, shall be $400,000.00 per month, beginning on the Effective Date. Notwithstanding the foregoing, prior to the Trigger Date (defined below), Customer shall pay $200,000.00 of such monthly minimum charge in cash by the regular due date, and the remaining $200,000.00 of such monthly minimum charge (the “Deferred Minimum Charge”) shall accrue, without interest, and shall become due and payable in a single payment on the earlier of (i) December 31 of the calendar year in which such Deferred Minimum Charge accrued, or (ii) the Trigger Date, with accrual of any Deferred Minimum Charge restarting January 1 of each year following the payment of such Deferred Minimum Charge on December 31 of the prior year. From and after the Trigger Date, the full monthly minimum charge shall be payable in cash by the regular due date, and the foregoing deferral shall no longer apply. “Trigger Date” means the earlier to occur of (a) the date Customer’s demand first reaches 40,000 kilovolt-amperes, or (b) December 31, 2027. Bills will be rendered each month by the Company for the electric power delivered during the preceding month and shall be payable at the office of the Company at ***, on or before the tenth (10th) day after date of such bill, but by no later than the due date as shown on the bill.
3
6. Quality of Service The Customer agrees that should it use any part of the power delivered hereunder for lighting or for special processes requiring a continuity of service or control, not reasonably obtainable from the lines of the Company, it will install and maintain all proper regulating, controlling and auxiliary apparatus and devices made necessary by the use of said power for such purposes. The Company shall not be required to furnish service to the Customer if the Customer’s equipment is operated in such manner as to cause unreasonable voltage or other electrical fluctuations on the Company’s circuits, which fluctuations are detrimental to service to the Company’s other customers. The Company may impose reasonable restrictions on the use of electric service by the Customer if the Customer creates conditions that prevent the Company from supplying satisfactory service to the Customer, or to the Company’s other customers. The Company may require the Customer to either discontinue operation of the equipment or install the necessary protective apparatus to eliminate the disturbance to any other customers on the Company’s electrical system. Voltage sags and voltage fluctuations are inherent in electric utility transmission and distribution systems. The responsibility for providing unusually close voltage regulation to mitigate the aforementioned voltage fluctuations where required by the nature of the Customer’s load, shall rest with the Customer.
7. Deposit A deposit will be required of a new Customer in an amount equal to an estimated two (2) months maximum bill under full operation. A deposit may be required of a present Customer in an amount equal to the total actual bills of the highest two (2) consecutive months based on the experience of the preceding twelve (12) months. All deposits may be subject to review based on the actual experience of the Customer. The amount of the deposit may be adjusted upward or downward to reflect the actual billing experience and payment habits of the Customer. A deposit may be satisfied by any one of the following methods, in the sole discretion of the Company: (1) Cash Deposit (2) Surety Bond with an A.M. Best rating of B++ (Good) or above (or an equivalent rating from another agency) or (3) Letter of Guarantee by another Company, which is an Industrial Customer of the Company. If the Customer uses a Surety Bond as a deposit, the Customer must file prior to the Initial Delivery Date, and at each renewal date, a certificate with the Company verifying that the Surety Bond is in force.
4
**8. Infrastructure Early TerminationFee.**If Customer fails to commence receipt of electric power or this Agreement is otherwise terminated in advance of the expiration of the original term, Customer shall pay to Company a fee of $250,000, which reflects the incremental economic impact of the Customer on the Company’s infrastructure. As security for the payment of this fee, Customer shall provide a pre-payment of $250,000 no later than thirty (30) days following the Effective Date, and such pre-payment will be applied toward the Customer’s power bills following commencement of electrical service to the Customer.
9. Applicable PPA Provisions. The Company purchases wholesale power generation under a power purchase agreement (“PPA”) with a third party. This PPA may in the future have specific provisions applicable to Customer, in which case Company will notify Customer and apply such provisions to Customer.
10. Operational Requirement. The Company may require the Customer to temporarily operate a portion or all of the Customer’s back-up generation as needed for the Company’s system reliability purposes, for example annual reliability testing or system restoration activities. If so, the Company will provide the Customer reasonable notice if possible, and the Customer will comply with the Company’s requests.
5
IN WITNESS WHEREOF, on the day and year first above written, the parties hereto have caused their corporate names to be hereunto subscribed and attested by their respective representatives, executed in duplicate.
| ATTEST:<br> *** | |||||
|---|---|---|---|---|---|
| **** | |||||
| By: | /s/<br> *** | By: | /s/<br> *** | ||
| Name: | *** | Name: | *** | ||
| Title: | Business<br> Controller | Title: | President | ||
| ATTEST:<br> ONE BLOCKCHAIN, LLC | |||||
| --- | --- | --- | --- | --- | --- |
| **** | |||||
| By: | Eyal<br> Rozen | By: | Its<br> manager, BlockchAIn Digital Infrastructure, Inc. | ||
| By: | Its<br> CEO, Yuan (“Jerry”) Tang | ||||
| Name: | /s/<br> Eyal Rozen | ||||
| Title: | COO | Name: | /s/<br> Jerry Tang |
6
Exhibit 99.1
BlockchAIn Executes 15-Year, 65 MW Electric ServiceAgreement at CLT-01 to Meet Demand for AI Data Center Capacity
Expands Contracted Utility Load at CLT-01 from 40MW to 65 MW Under a 15-Year Term
Power Immediately Available Through Existing Onsite34.5 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