AIB Data Centers Inc 10-Q for FY2026 Q2
AIB Data Centers Inc. (AIB)
About this 10-Q
AIB Data Centers Inc filed this 10-Q on August 13, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.92M
- down 38.6% from $4.74M a year earlier
- Net loss
- $3.48M
- compared with a net loss of $541.81K a year earlier
- Diluted EPS
- -$0.07
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
For the transition period from _______________ to _______________
Commission File Number:
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices, including zip code) |
| (Registrant’s telephone number, including area code) |
| BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC. |
| (Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☐ | Large accelerated filer | ☐ | Accelerated filer | |
| ☒ | Smaller reporting company | |||
| 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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 13, 2026, there were
AIB DATA CENTERS INC.
TABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
AIB Data Centers Inc.
Condensed Consolidated Balance Sheets
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Due from related party, net (Note 11) | ||||||||
| Loan receivable - related party (Note 11) | ||||||||
| Prepaid expenses and other current assets (Note 11) | ||||||||
| Total current assets | ||||||||
| Property and equipment, net (Note 3) | ||||||||
| Goodwill (Note 4) | ||||||||
| Operating lease right-of-use asset (Note 6) | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders’ equity: | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Contract liabilities (Note 5) | ||||||||
| Consideration payable, current portion (Note 3) | ||||||||
| Operating lease liability, current portion (Note 6) | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Consideration payable, net of current portion (Note 3) | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (see Note 10) | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid in capital | ||||||||
| (Accumulated deficit) retained earnings | ( | ) | ||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements
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AIB Data Centers Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues (Note 5) | $ | $ | $ | $ | ||||||||||||
| Costs and operating expenses: | ||||||||||||||||
| Cost of revenues | ||||||||||||||||
| Depreciation and amortization (Note 3) | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Advertising expense | ||||||||||||||||
| Total costs and operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Gain on disposal of assets held for sale (Note 3) | ||||||||||||||||
| Other income (expense) | ( | ) | ||||||||||||||
| Total other income | ||||||||||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted loss per share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted weighted average number of shares outstanding | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements
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AIB Data Centers Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
| Preferred Stock | Common Stock | Additional Paid-in |
Retained Earnings (Accumulated |
Total Stockholders’ |
||||||||||||||||||||||||
| (Shares) | (Amount) | (Shares) | (Amount) | Capital | Deficit) | Equity | ||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | |||||||||||||||||||||||||
| Contributions | - | - | ||||||||||||||||||||||||||
| Distributions | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Contributions | - | - | ||||||||||||||||||||||||||
| Distributions | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Balance at December 31, 2025 (pre-Business Combination) | $ | $ | ||||||||||||||||||||||||||
| Recapitalization: One Blockchain members’ equity into AIB common stock | - | ( | ) | |||||||||||||||||||||||||
| Shares issued to SGN stockholders | - | |||||||||||||||||||||||||||
| Maxim Group advisory shares | - | |||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Issuance of common stock in public offering, net | ||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements
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AIB Data Centers Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash and cash equivalents provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Gain on disposal of assets held for sale (Note 3) | ( | ) | ||||||
| Non-cash advisory shares (Note 4) | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ||||||||
| Operating lease right of use asset | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Contract liabilities | ( | ) | ( | ) | ||||
| Lease liability | ( | ) | ||||||
| Other current liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Cash acquired in reverse merger (Note 4) | ||||||||
| Payment of land deposit (Note 11) | ( | ) | ||||||
| Proceeds from sale of assets held for sale (Note 3) | ||||||||
| Proceeds from loan receivable - related party | ||||||||
| Net cash (used in) / provided by investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Contributions | ||||||||
| Distributions | ( | ) | ||||||
| Proceeds from public offering, net (Note 9) | ||||||||
| Repayments of consideration payable | ( | ) | ||||||
| Net cash provided by / (used in) financing activities | ( | ) | ||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Non-cash additions to construction in progress included in accounts payable and accrued expenses | $ | $ | ||||||
| Acquisition of property and equipment through deferred payment arrangement | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements
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AIB DATA CENTERS INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| 1. | ORGANIZATION AND DESCRIPTION OF BUSINESS |
AIB Data Centers Inc. (formerly known as BlockchAIn Digital Infrastructure, Inc.) (the “Company” or “AIB” or “we”) is a Delaware corporation formed as a holding company. On June 25, 2026, the Company changed its corporate name from BlockchAIn Digital Infrastructure, Inc. to AIB Data Centers Inc. The Company’s common stock continues to trade on the NYSE American under the ticker symbol “AIB.” The name change did not affect the Company’s capital structure, operations, management, or legal organization. The Company operates through its wholly owned subsidiary, One Blockchain LLC (“One Blockchain” or “OBC”), which is engaged in data center operations and digital asset infrastructure services. One Blockchain primarily operates a high-performance computing facility in Spartanburg County, South Carolina, providing power infrastructure, hosting services, and equipment leasing to customers engaged in blockchain computing, artificial intelligence (“AI”), and high-performance data processing.
The Company’s core operations include hosting services, and leasing space, power capacity, and equipment within its data center facility to customers requiring computing power.
On May 27, 2025, the Company entered into a Business Combination Agreement (“BCA”) with Signing Day Sports, Inc. (“SGN” or “Signing Day Sports”), One Blockchain, and the other parties thereto, as amended on November 10, 2025, and as further amended on December 22, 2025.
Effective March 16, 2026 (the “transaction date”), the Company and SGN announced the successful completion of the business combination under the previously announced BCA. Under the BCA the Company is now the parent entity of both SGN and One Blockchain. The Company commenced trading on NYSE American on March 17, 2026, under the ticker symbol “AIB”. For additional details regarding the acquisition and the fair value measurements, refer to Note 4 - Business Combination and Control Obtained by a Related Party. See also Note 10 - Commitments and Contingencies.
On September 5, 2025, One Blockchain formed a wholly owned subsidiary, One Blockchain Nolan LLC, to support the expansion of its operations into the Texas market. The One Blockchain Nolan LLC subsidiary is now a sub-subsidiary (wholly owned by One Blockchain, which is wholly owned by AIB). The sub-subsidiary is expected to facilitate the development of new data center infrastructure.
On June 23, 2026, the Company formed AIB CLT1 LLC, a Delaware limited liability company and wholly-owned subsidiary of AIB Data Centers Inc., to serve as the special-purpose project entity for the development, ownership and operation of the Company’s approximately 65 MW AI/HPC data center campus (the “CLT-01 Campus”). AIB CLT1 LLC is expected to hold the project-level real property interests, ground lease, material customer, construction, equipment procurement and vendor contracts, and project-level financings relating to the CLT-01 Campus. The financial position and results of operations of AIB CLT1 LLC are consolidated in the Company’s condensed consolidated financial statements from the date of formation.
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| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the SEC. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the periods indicated.
All intercompany transactions with consolidated entities have been eliminated in consolidation.
Emerging Growth Company
The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933 (“Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to public companies not considered emerging growth companies. These exemptions include, but are not limited to, (i) not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, (ii) reduced disclosure requirements regarding executive compensation in its periodic reports and proxy statements, and (iii) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such option is irrevocable. The Company has decided against opting out of such an extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with those of another public company that is neither an emerging growth company, nor an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.
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Significant items subject to such estimates include (i) useful lives assigned to property and equipment, (ii) the discount rate used for operating leases, (iii) estimates used to assess goodwill impairment, (iv) estimates of value of acquired intangible assets, (v) estimates of value to assess impairment of long-lived assets, (vi) the initial measurement of lease liabilities, and (vii) estimated energy costs used for the utility true-up adjustment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and adjusts its estimates when facts and circumstances dictate. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could materially differ from those estimates.
Segment Information
Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker in assessing performance and allocating resources. The Company, through its Chief Executive Officer in his role as chief operating decision-maker (“CODM”), views Company operations and manages the business as one operating segment.
Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly, hypothetical transaction between market participants at the measurement date, or exit price. ASC 820, Fair Value Measurement, which establishes three levels of inputs that are used to measure fair value:
| ● | Level 1: quoted prices in active markets for identical assets or liabilities. |
| ● | Level 2: observable inputs other than quoted market prices included within Level 1 that are observable, either directly or indirectly, for the assets or liabilities. |
| ● | Level 3: unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities, including indicative pricing from third parties for similar instruments and asset-specific yield adjustments for elements such as credit risk. |
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606. Substantially all of the Company’s revenues are generated from hosting services.
Hosting Services
The Company generates revenue from contracts with customers for hosting services, enabling customers to engage in blockchain computing, AI and high-performance data processing. Hosting services include providing its customers with secure rack space, power capacity, security, and equipment within its data center facility. The Company has a stand-ready obligation to provide continuous access to power and cooling capacity. Under most of the Company’s contracts, this service is provided for an agreed upon period of time and for a set price. The Company recognizes the related revenue ratably over the contract period as it satisfies its performance obligations. This revenue does not include amounts collected on behalf of third parties, including sales and indirect taxes.
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The Company has certain hosting service contracts for which revenue is recognized as services are performed on a variable basis. The Company recognizes revenue for services that are performed on a consumption basis, such as the amount of electricity used in a period, based on the customer’s use of such resources. The Company recognizes variable consumption usage hosting revenue each month as the uncertainty related to the consideration is resolved, collection is probable, hosting services are provided to our customers, and our customers utilize the hosting services (the customer simultaneously receives and consumes the benefits of the Company’s satisfaction of the performance obligation). The Company generally bills its customers monthly, in advance of services provided, based on the terms and consideration under the contract.
Additionally, the Company’s hosting service agreements may include provisions for variable consideration in the form of service level credits, performance bonuses, retroactive price adjustments (“true-ups”) or price concessions agreed upon with customers. These concessions may take the form of reductions in contractual amounts, curtailment credits, or other price adjustments. Adjustments are generally related to guaranteed uptime availability, power usage effectiveness targets, or curtailment events. The Company estimates the amount of variable consideration at the inception of the contract and updates the estimate at the end of each reporting period. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Credits due to customers for true-ups that will be applied against future invoices are recorded as a refund liability and included within other current liabilities on the condensed consolidated balance sheet.
The Company recognizes revenue based on actual consumption in the period and invoices adjustments in subsequent periods or retains credits toward future consumption. The term between invoicing and when payment is due typically does not exceed 30 days. Billings are typically collected within 30 days. The timing of revenue recognition, billings, and cash collections results in deferred revenue in the accompanying condensed consolidated balance sheets. Certain customers are billed in advance and true-ups are billed in arrears of services provided, in accordance with the agreed-upon contractual terms. The Company requires a security deposit that is subject to increases based upon the customer’s energy usage.
Contract Balances and Accounts Receivable
The timing of revenue recognition, invoicing and cash collections results in accounts receivables, contract assets and contract liabilities (deferred revenue) on the condensed consolidated balance sheets.
The Company estimates an allowance for credit losses based on a lifetime loss methodology in accordance with ASC 326, Measurement of Credit Losses on Financial Instruments (“ASC 326”). This allowance reflects the Company’s estimate of the net amount expected to be collected from its customers. The Company analyzes current economic conditions, customer creditworthiness, historical loss rates, and specific customer concentrations. A specific reserve is established for individual accounts where collection is deemed doubtful due to the customer’s financial condition or insolvency. Account balances are written off against the allowance after all means of collection have been exhausted and management determines the potential for recovery is remote. To mitigate credit risk, the Company generally requires security deposits for power consumption and, in certain cases, retains a security interest in the customer’s computer equipment located within the Company’s data center facilities until payment obligations are met. As of June 30, 2026 and December 31, 2025, there was allowance for credit losses.
Distinct from the allowance for expected credit losses, the Company records a provision for estimated service level agreement credits, billing disputes, and price concessions. These provisions are based on an analysis of historical credit issuance and known service events. These amounts are recorded as a reduction of revenue and a corresponding reduction of accounts receivable (or as a refund liability), rather than as bad debt expense.
Deferred revenue represents the Company’s obligation to transfer services to a customer for which it has received consideration from the customer. This primarily consists of prepaid hosting fees. Revenue is recognized as the related performance obligations are satisfied over the contract term. Deferred revenue is included in other current liabilities in the condensed consolidated balance sheets.
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Concentration of Credit Risk
Financial instruments may expose the Company to concentrations of credit risk, and consist of cash and cash equivalents, accounts receivable, and loan receivable – related party. The carrying value of all these financial instruments approximates fair value.
The Company maintains cash balances at financial institutions in excess of federally insured limits. The Company has not experienced any losses related to these balances. The Federal Deposit Insurance Corporation insures eligible accounts up to $
As of June 30, 2026, a significant portion of the Company’s cash and cash equivalents was held in institutional money market funds and deposit accounts following the completion of its June 2026 public offering. Management believes credit risk associated with these balances is limited due to the high credit quality and liquidity of the underlying investments and financial institutions.
The Company’s accounts receivable are derived from revenue earned from customers located in the United States. Substantially all of the Company’s revenues for the three and six months ended June 30, 2026 were derived from two customers. For the three and six months ended June 30, 2025,
Approximately
As of June 30, 2026 and December 31, 2025, the Company had a loan receivable of $
The Company has no significant off-balance sheet concentrations of credit risk such as foreign exchange contracts, options contracts, or other foreign hedging arrangements.
Cost of Revenues and Utility True-Up Adjustment
The Company procures electricity through a local utility provider and is subject to an annual true-up process that reconciles estimated energy costs with actual consumption and final rates. Management must estimate the true-up accrual at each reporting period, which directly impacts cost of revenues. This estimate involves significant judgment, particularly in forecasting usage patterns, rate changes, and timing of adjustments. The annual true-up credit or charge is typically invoiced in Q3 of the following year.
The estimated true-up accrual was $
Cash and cash equivalents
Cash and cash equivalents consist of cash on deposit with financial institutions and highly liquid investments with original maturities of three months or less when purchased. The Company considers money market funds to be cash equivalents due to their short-term nature and high liquidity. As of June 30, 2026, substantially all cash and cash equivalents were held in bank deposit accounts and money market accounts following the June 2026 public offering. Interest income earned on money market accounts is recorded in other income in the accompanying condensed consolidated statements of operations.
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Accounts Receivables
Accounts receivable are recorded at the invoiced amount and do not bear interest. A receivable is recognized in the period when the Company has transferred services to its customers and its right to consideration is unconditional. Payment terms and conditions vary by contract type but generally require payment within 30 days of the invoice date.
Property and Equipment
Property and equipment are stated at original cost or initial fair value for property and equipment acquired through business combinations or asset acquisition, net of depreciation. Depreciation for computer equipment, infrastructure equipment, transformers, and leasehold improvements commences once they are ready for their intended use. Major improvements that enhance the functionality or extend the asset’s useful life are capitalized, while routine maintenance and repairs are expensed as incurred. Leasehold improvements and integral equipment at leased locations are amortized over the shorter of the lease term or the estimated useful life of the asset or improvement. Upon disposal or retirement, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the condensed consolidated statement of operations.
During the year ended December 31, 2025, the Company acquired Antbox containers for total consideration of $
Depreciation is calculated on a straight-line basis over the estimated useful lives of asset as follows:
| Property and equipment | Useful life (years) | |||
| Compute equipment | ||||
| Infrastructure equipment | ||||
| Transformers | ||||
| Leasehold improvements | ||||
The Company reviews its property and equipment for impairment, together with lease right-of-use assets, at the asset group level; the lowest level at which the asset group generates identifiable cash flows. We reassess whether a change to an asset group is necessary when we experience a significant change in our operations or in the way we utilize long-lived assets that causes a change to the interdependency of cash flows. We review an asset group for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable, such as a significant decrease in market price of an asset, a significant adverse change in the extent or manner in which an asset or an asset group is being used or its physical condition, a significant adverse change in legal factors or business climate that could affect the value of an asset or an asset group, or a continuous deterioration of our financial condition. Recoverability of asset groups to be held and used is assessed by comparing the carrying amount of an asset group to estimated undiscounted future net cash flows expected to be generated by the asset group. If the carrying amount of the asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized in the amount by which its carrying amount exceeds its fair value. impairment charges were recorded during the six months ended June 30, 2026 and 2025.
Goodwill
Goodwill represents the excess purchase consideration of an acquired business over the fair value of its net tangible and identifiable intangible assets. Goodwill is not amortized and is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable.
goodwill impairment charges were recognized during the six months ended June 30, 2026 or 2025. See Note 4 – Business Combination and Control Obtained by a Related Party.
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Leases
The Company enters into lease arrangements primarily for land, data center spaces, and equipment. In accordance with ASC 842, Leases, the Company assesses whether an arrangement contains a lease at contract inception. When an arrangement contains a lease, the Company categorizes leases with contractual terms longer than twelve months as either operating or finance.
The Company records right-of-use (“ROU”) assets and lease liabilities on the condensed consolidated balance sheets for all leases with a term for longer than 12 months, including renewal options that the Company is reasonably certain to exercise. ROU assets represent our right to use an underlying asset for the lease term. Lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are classified and recognized at the lease commencement date. When there is a lease modification or a change in lease term triggered by a reassessment event, we reassess its classification and remeasure the ROU asset and lease liability.
Lease liabilities are initially measured based on the present value of fixed lease payments over the term of the lease. As the rate implicit in the Company’s lease is not easily determinable, the Company’s applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments.
The majority of our lease arrangements include options to extend the lease. If we are reasonably certain to exercise such options, the periods covered by the options are included in the lease term. The depreciable lives of leasehold improvements are limited by the expected lease term and the Company performs an assessment annually to determine if renewal options in leases are certain to be exercised. For leases with a term of 12 months or less, the Company has elected not to recognize any ROU asset or lease liability on the consolidated balance sheet. Where there are lease agreements with lease and non-lease components, the Company has elected to account for the lease and non-lease components as a single lease component for all classes of underlying assets that are identified as lease arrangements.
As described above, we perform a review at least annually of all long-lived assets, including ROU assets, at the asset group level for impairment by assessing events or changes in circumstances that indicate the carrying amount of an asset group may not be recoverable. Recoverability of asset groups to be held and used is assessed by comparing the carrying amount of an asset group to estimated undiscounted future net cash flows expected to be generated by the asset group. If the carrying amount of the asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which its carrying amount exceeds its fair value. impairment charges were recorded during the six months ended June 30, 2026 and 2025. See Note 6 – Leases for additional information.
Fair Value of Financial Instruments
The carrying values of cash represents fair value. Included within cash and cash equivalents are investments in money market funds that are measured at fair value using quoted market prices in active markets and are therefore classified as Level 1 assets within the fair value hierarchy. The carrying values of accounts receivable, accrued revenues, accounts payable, and accrued expenses approximate their fair values primarily due to the short-term maturity of the related instruments. The fair value of loan receivable is estimated by discounting the contractual cash flows, using indicative pricing from third parties for similar instruments and asset-specific yield adjustments for elements such as credit risk.
Stockholders’ Equity
As of June 30, 2026, the Company was authorized to issue
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Warrants
The Company accounts for representative warrants issued in connection with capital raising transactions in accordance with ASC 718, Compensation-Stock Compensation, when such warrants are issued to nonemployees in exchange for underwriting, placement agent or similar capital raising services.
Representative warrants are evaluated upon issuance to determine whether liability or equity classification is appropriate under ASC 718, ASC 480 and ASC 815-40. Warrants that meet the criteria for equity classification are measured at grant-date fair value and recorded within additional paid-in capital. Because these warrants are issued in connection with equity financing transactions, the grant-date fair value is recognized as an equity issuance cost rather than compensation expense.
Equity-classified representative warrants are not subsequently remeasured unless modified. Cash proceeds received upon exercise are recorded within stockholders’ equity.
As of June 30, 2026, all warrants outstanding were classified as equity instruments and were recorded within additional paid-in capital. warrant liabilities were recorded as of June 30, 2026 or December 31, 2025.
Earnings Per Share
Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by adjusting the weighted-average number of shares outstanding for the dilutive effect of potential common shares, such as stock options and warrants, using the treasury stock method. In periods of net loss, diluted loss per share equals basic loss per share, as the inclusion of potential common shares would be anti-dilutive. For periods presented following the Business Combination, earnings (loss) per share is calculated based on the weighted-average number of shares of common stock outstanding during the applicable reporting period. For periods prior to the Business Combination, the historical equity interests of One Blockchain are presented on a retroactive basis reflecting the exchange ratio established in the Business Combination.
Income Taxes
The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is established when it is more likely than not that some or all of the deferred tax assets will not be realized.
interest or penalties were recognized for the six months ended June 30, 2026 and 2025.
Advertising Costs
Advertising and marketing costs are expensed as incurred. Advertising expense is presented separately within operating expenses in the accompanying condensed consolidated statements of operations. Advertising expense was approximately $
12
Recent Accounting Pronouncements
Accounting Standards Not Yet Adopted
Accounting Standards Update (“ASU”) No. 2024-03, Disaggregation of Income Statement Expenses
In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. Under the standard, the accounting guidance improves the disclosures about a public business entity’s expenses and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions. ASU No. 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Management is still evaluating the impact on the Company’s condensed consolidated financial statements.
ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity
In March 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The amendments provide guidance for determining the accounting acquirer when a business combination involves a variable interest entity. The amendments are effective for annual reporting periods beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard may have on its condensed consolidated financial statements and related disclosures.
ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments are intended to improve the guidance related to interim financial reporting by enhancing the clarity and organization of required interim disclosures and clarifying when such guidance is applicable. The update provides additional guidance on the form and content of interim financial statements, compiles a comprehensive list of interim disclosure requirements within Topic 270, and introduces a disclosure principle requiring entities to disclose events and changes that occur after the most recent annual reporting period that materially affect the entity.
The amendments in ASU No. 2025-11 do not change the fundamental nature of interim reporting and are not intended to expand or reduce existing disclosure requirements, but rather are intended to provide greater clarity and consistency in the application of current guidance.
ASU No. 2025-11 is effective for interim reporting periods within fiscal years beginning after December 15, 2027 for public business entities. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements and related disclosures.
Accounting Standards Recently Adopted
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments clarify certain aspects of the current expected credit loss model as it applies to trade receivables and contract assets. The guidance is effective for public business entities for fiscal years beginning after December 15, 2025, including interim reporting periods within those fiscal years. The Company adopted ASU 2025-05 effective January 1, 2026. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements.
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| 3. | PROPERTY AND EQUIPMENT, NET |
Property and equipment consisted of the following:
| June 30, 2026 | December 31, 2025 | |||||||
| Compute equipment | $ | $ | ||||||
| Infrastructure Equipment | ||||||||
| Leasehold improvements | ||||||||
| Transformers | ||||||||
| Construction in progress | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
During the six months ended June 30, 2026, the Company incurred approximately $
Depreciation expense was $
On June 5, 2026, the Company de-energized substantially all of its bitcoin mining hosting operations following a decline in the price of bitcoin that rendered the Company’s hosting activities uneconomic at prevailing market conditions. The de-energization coincided with the Company’s strategic transition toward AI and HPC infrastructure development. The site remained de-energized as of June 30, 2026 and as of the date of this report the Company has not resumed hosting operations at the site. As of June 30, 2026, the Company had not committed to a formal plan of abandonment, retirement or asset disposal with respect to the current site, and no asset impairment, asset retirement obligation, restructuring liability or held-for-sale classification has been recorded in connection with the transition as of June 30, 2026.
Asset acquisition
On May 15, 2025, the Company entered into a Purchase and Sale Agreement with Blue Ridge Digital Mining, LLC to acquire 60 Antbox containers for a total contractual consideration of $
This transaction has been accounted for as an asset acquisition under common control in accordance with ASC 805-50, as both the Company and the seller are ultimately controlled by VCV Digital Infrastructure Holdings LLC. The Antboxes were delivered and accepted during the second quarter of 2025 and have been capitalized under equipment within property and equipment.
14
Future minimum payments as of June 30, 2026 related to this asset acquisition are as follows:
| Future Minimum Payments | ||||
| 2026 | $ | |||
| 2027 | ||||
| Total future minimum payments | $ | |||
As of June 30, 2026, eleven installment payments of $
The total remaining consideration payable of $
| June 30, 2026 | ||||
| Current liabilities | $ | |||
| Non-current liabilities | ||||
| Total undiscounted cash flows | $ | |||
Asset held for sale
As of December 31, 2024, the Company had nine mining containers classified as held for sale. These containers were measured at the lower of their carrying amount or fair value less costs to sell, in accordance with ASC 360-10, Property, Plant and Equipment – Overall.
During the first quarter of 2025, the Company sold the remaining nine mining containers for total proceeds of $
15
| 4. | BUSINESS COMBINATION AND CONTROL OBTAINED BY A RELATED PARTY |
On March 16, 2026 (the “Closing Date”), the Company consummated the business combination (the “Business Combination”) pursuant to the BCA.
Upon closing of the Business Combination, Signing Day Sports and One Blockchain became wholly owned subsidiaries of the Company, and the Company’s common stock commenced trading on the NYSE American under the ticker symbol “AIB” on March 17, 2026.
Merger Consideration
As a result of the One Blockchain Merger, the membership interests of One Blockchain (“One Blockchain membership interests”) outstanding prior to the One Blockchain Merger were automatically cancelled, in exchange for the right of the holders thereof to receive the number of shares of common stock of the Company (“AIB common shares”) equal to (a) the product of (i) the number of fully-diluted shares of Signing Day Sports common stock outstanding immediately prior to the effective time of the Business Combination, not including certain out-of-the-money derivative securities (“SGN Outstanding Shares”), multiplied by (ii) 1/0.085, and multiplied by (iii) the Exchange Ratio, minus (b) the product of (i) the SGN Outstanding Shares multiplied by (ii) the Exchange Ratio (the “One Blockchain Merger Consideration”).
In connection with the Business Combination, Signing Day Sports stockholders received
Earnout Shares
The BCA provides for the issuance of earnout shares (the “Earnout Shares”) to the members, as of immediately prior to the Closing, of One Blockchain (collectively, the “One Blockchain Securityholders”), consisting of AIB common shares, if the 2026 EBITDA equals or exceeds $
Advisory Shares
AIB issued to Maxim Group LLC (“Maxim Group”), as the financial advisor to One Blockchain (as the agreed consideration for advisory services provided to One Blockchain) and the designee of Maxim Partners LLC (“Maxim Partners”), at the Closing
Consulting agreements
Included in the purchase consideration is $
16
Signing Day Sports advance of funds
As a closing condition of the Business Combination, Signing Day Sports agreed to send AIB $
Accounting treatment
The Business Combination was accounted for as a reverse merger in accordance with GAAP. Under this accounting treatment, One Blockchain was determined to be the accounting predecessor and accounting acquirer, and Signing Day Sports was treated as the acquired entity for accounting purposes.
The Company performed an assessment, as defined under ASC 805, Business Combinations, and concluded that the acquisition of Signing Day Sports is an acquisition of a business. The Company has determined the purchase price allocation and as such has presented the excess of the consideration transferred over the net of the acquisition-date fair value of the identifiable assets acquired and the liabilities assumed as goodwill. Since the allocation is still in progress, the intangible amount has not been amortized.
Management concluded that the Company has a single operating segment and a single reporting unit following the Business Combination. Although Signing Day Sports remains a legal subsidiary, its historical operations are incidental to and not significant relative to the Company’s data center operations conducted through One Blockchain and are not separately reviewed by the chief operating decision maker for purposes of evaluating performance or allocating resources. Accordingly, the Company manages and evaluates the combined enterprise as a single integrated business and goodwill recognized in the Business Combination is assigned to the Company’s single reporting unit.
During the three months ended June 30, 2026, the Company recorded adjustments to its preliminary accounting for the Business Combination based on additional information obtained related to facts and circumstances that existed as of the acquisition date.
Specifically, the Company identified approximately $
As a result of these adjustments, goodwill increased by approximately $
The preliminary purchase price allocation for Signing Day Sports, as adjusted, is as follows:
| March 31, | Q2 Measurement Period | June 30, | ||||||||||
| 2026 | Adjustment | 2026 | ||||||||||
| Number of shares outstanding owned by Signing Day Sports stockholders | ||||||||||||
| Multiplied by the price per share of Signing Day Sports common stock | $ | $ | $ | |||||||||
| Preliminary purchase consideration based on Signing Day Sports shares outstanding | $ | $ | $ | |||||||||
| Consulting agreements | ( | ) | ||||||||||
| Less: Signing Day Sports advance of funds | ( | ) | ( | ) | ||||||||
| Total preliminary purchase price | $ | $ | ( | ) | $ | |||||||
When accounting for a reverse merger, the consideration transferred is measured using the most reliably measured fair value. As a publicly traded company on the NYSE American, Signing Day Sports shares are more reliably measurable than AIB common shares or One Blockchain membership interests. On March 16, 2026, the date of the transaction, the sale price of the Signing Day Sports common stock on the NYSE American was $
17
The following table summarizes the total consideration exchanged for Signing Day Sports and the allocation of purchase price to the estimated fair value of the assets acquired and liabilities, as adjusted, assumed at the acquisition date:
| March 31, | Q2 Measurement Period | June 30, | ||||||||||
| 2026 | Adjustment | 2026 | ||||||||||
| Share purchase consideration | $ | $ | - | $ | ||||||||
| Consulting agreements | ( | ) | ||||||||||
| Signing Day Sports advance of funds | ( | ) | ( | ) | ||||||||
| Fair value of total purchase consideration | $ | $ | ( | ) | $ | |||||||
| Assets | ||||||||||||
| Cash | $ | $ | - | $ | ||||||||
| Accounts receivable | ||||||||||||
| Property and equipment | ||||||||||||
| Other Assets | ||||||||||||
| Liabilities | ||||||||||||
| Accounts payable | ( | ) | ( | ) | ( | ) | ||||||
| Deferred revenue | ( | ) | ( | ) | ||||||||
| Total fair value of net liabilities assumed | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Goodwill | $ | $ | $ | |||||||||
Preliminary fair value of the net liabilities assumed was determined in the three-month period ended March 31, 2026 and adjusted during the three-month period ended June 30, 2026, as discussed above. Any measurement period adjustments will be recorded, if any, during future periods.
The following table presents the adjusted preliminary purchase price allocation for the acquisition. Any future measurement period adjustments will be based upon information obtained about facts and circumstances that existed at the acquisition date.
| March 31, | Q2 Measurement Period | June 30, | ||||||||||
| 2026 | Adjustment | 2026 | ||||||||||
| Assets acquired | ||||||||||||
| Cash | $ | $ | - | $ | ||||||||
| Accounts receivable | ||||||||||||
| Property and equipment | ||||||||||||
| Other Assets | ||||||||||||
| Liabilities assumed | ||||||||||||
| Accounts payable | ( | ) | ( | ) | ( | ) | ||||||
| Deferred revenue | ( | ) | ( | ) | ||||||||
| Total fair value of net liabilities assumed | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Fair value of total purchase consideration | ( | ) | ||||||||||
| Add: Net liabilities assumed | ||||||||||||
| Goodwill | $ | $ | $ | |||||||||
The equity recapitalization resulting from the Business Combination is reflected as of the Closing Date, including the issuance of shares of the Company’s common stock in exchange for the outstanding equity interests of One Blockchain and Signing Day Sports. The results of operations of Signing Day Sports are included in the condensed consolidated financial statements of the Company from the Closing Date forward.
As of June 30, 2026 and December 31, 2025, there was goodwill of $
18
As a result of the Business Combination dated March 16, 2026, an additional $
As of June 30, 2026, management concluded that goodwill impairment existed and impairment charges were recognized during the three or six months ended June 30, 2026.
| 5. | REVENUE |
Deferred Revenue (Contract Liabilities)
Deferred revenue represents consideration received in advance of satisfying performance obligations. The Company recognizes such amounts as revenue when the related obligations are satisfied.
The following table summarizes the deferred revenue activity during the six months ended June 30, 2026 and year ended December 31, 2025:
| Six Months Ended June 30, 2026 | Year Ended December 31, 2025 | |||||||
| Balance at the beginning of the year | $ | $ | ||||||
| Add: revenue deferred during the year | ||||||||
| Less: Revenue recognized during the year | ( | ) | ( | ) | ||||
| Balance at the end of the year | $ | $ | ||||||
| Current | $ | $ | ||||||
| Non-current | $ | $ | ||||||
As of June 30, 2026 and December 31, 2025, the Company expects to realize substantially all the deferred revenue within 12 months and accordingly, these amounts are classified as current liabilities. There were no significant changes to contract terms, refund policies, or performance obligations during the periods presented. The Company did have contract assets as of June 30, 2026 and December 31, 2025.
On June 5, 2026, the Company de-energized substantially all of its bitcoin mining hosting operations following a decline in the price of bitcoin that rendered the Company’s hosting activities uneconomic at prevailing market conditions. The de-energization coincided with the Company’s strategic transition toward AI and HPC infrastructure development. As a result, management expects revenue from bitcoin mining hosting operations to decline significantly beginning in the third quarter of 2026 and remain significantly reduced until future AI/HPC capacity is placed into service and related customer contracts commence operations.
| 6. | LEASES |
Ground Lease
The Company leases land under a ground lease agreement to support its data center facility. Lease payments are made in cash in accordance with the lease terms. The balance of the related ROU asset was $
The ground lease includes renewal options exercisable at the Company’s election. Management is currently pursuing the acquisition of the underlying property and believes acquisition remains the most likely outcome. Accordingly, management has not concluded that exercise of the renewal options is reasonably certain and renewal periods have not been included in the lease term for purposes of measuring the operating lease liability under ASC 842.
19
Office Lease
In November 2022, Signing Day Sports signed a
As of June 30, 2026, the weighted-average remaining lease term for the remaining operating lease was
During the three and six months ended June 30, 2026 the Company made cash payments towards both leases to reduce its operating lease liabilities of approximately $
Future minimum non-cancelable lease commitments under this lease are as follows:
| Future Minimum Payments | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total undiscounted cash flows | ||||
| Less: Present value discount | ( | ) | ||
| Total lease obligations | $ | |||
| 7. | INCOME TAXES |
Income tax expense during interim periods is based on applying an estimated annualized effective income tax rate applied to the respective quarterly periods, adjusted for discrete tax items in the period in which they occur. The computation of the annualized estimated effective tax rate for each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating results for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred income tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known, or as the tax environment changes.
For the six months ended June 30, 2026, the Company did recognize any income tax benefit due to a full valuation allowance on its deferred income tax assets. The Company did have any material changes to its conclusions regarding valuation allowances for deferred income tax assets or uncertain tax positions for the six months ended June 30, 2026. The Company was a pass through entity for the six months ended June 30, 2025.
20
| 8. | EARNINGS PER SHARE |
Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, unless inclusion would be antidilutive.
In connection with the Business Combination completed on March 16, 2026, the Company issued shares of common stock in exchange for the outstanding equity interests of One Blockchain and Signing Day Sports. In addition, during June 2026, the Company completed an underwritten public offering of common stock. Earnings per share is computed based on the weighted-average number of shares of common stock outstanding during the applicable reporting period. Shares issued in connection with the Business Combination are reflected retroactively for all periods presented, while shares issued in the June 2026 public offering are included from their respective issuance dates.
On June 8, 2026, the Company completed an underwritten public offering of
For the three and six months ended June 30, 2026 and 2025, diluted earnings per share equaled basic earnings per share, as the Company incurred a net loss and the inclusion of potentially dilutive securities would have been antidilutive.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted net loss per share attributable to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted weighted average number of shares outstanding | ||||||||||||||||
21
| 9. | CAPITAL STRUCTURE / STOCKHOLDERS’ EQUITY |
As of June 30, 2026, the total number of shares of all classes of capital stock that the Company is authorized to issue is
June 2026 Public Offering
On June 5, 2026, the Company entered into an Underwriting Agreement with Lucid Capital Markets, LLC pursuant to which the Company agreed to issue and sell
In connection with the offering, the Company granted the underwriter a
As a result of the offering and the exercise of the over-allotment option, the Company issued an aggregate of
The underwriting discount, reimbursed offering expenses, and the fair value of representative warrants issued to the underwriter were recorded as equity issuance costs and reflected as a reduction to additional paid-in capital. Because the Common Stock, over-allotment option, and representative warrants are equity-classified instruments, no portion of the proceeds or issuance costs was recorded outside of permanent equity.
In connection with the June 2026 underwritten public offering, the Company issued representative warrants to Lucid Capital Markets, LLC, the underwriter for the offering, and its designees, to purchase an aggregate of
The representative warrants are immediately exercisable, have an exercise price of $
Management evaluated the representative warrants under ASC 718, ASC 480 and ASC 815-40 and concluded that the warrants qualify for equity classification. The grant-date fair value of the warrants was recorded as an equity issuance cost with a corresponding increase to additional paid-in capital. Because the warrants are equity classified, they are not subsequently remeasured.
The grant-date fair value of the representative warrants of approximately $
| Assumption | June 2026 Representative Warrants | |||
| Contractual term (years) | ||||
| Expected volatility | % | |||
| Risk-free rate | % | |||
| Dividend yield | % | |||
22
In connection with the offering, the Company’s directors, executive officers, and certain stockholders entered into customary lock-up agreements restricting sales of Company securities for a period of
Common Stock
Voting-
Dividends- Subject to applicable law and the rights of any outstanding series of Preferred Stock, holders of Common Stock are entitled to receive such dividends and other distributions (payable in cash, property, or capital stock) as may be declared by the Board of Directors from time to time, sharing equally on a per-share basis. dividends have been declared or paid by the Company for any period presented.
Liquidation- Subject to the rights of any outstanding series of Preferred Stock, in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, holders of Common Stock are entitled to receive all remaining assets available for distribution to stockholders, ratably in proportion to shares held.
Holders of Common Stock have no preemptive rights, cumulative voting rights, or rights of redemption. Shares of Common Stock are not subject to any sinking fund provisions. All issued and outstanding shares of Common Stock are fully paid and non-assessable.
As of June 30, 2026,
Preferred Stock
The Board of Directors is authorized to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights (if any), designations, powers, preferences, and relative, participating, optional, special, and other rights of each such series and any qualifications, limitations, and restrictions thereof.
The Board’s authority with respect to each series of Preferred Stock includes, without limitation, the authority to determine: (i) the number of shares constituting that series and the distinctive designation of that series; (ii) the dividend rate, whether dividends shall be cumulative and, if cumulative, the date from which dividends shall accumulate; (iii) whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; (iv) whether that series shall have conversion privileges and, if so, the terms and conditions of such conversion; (v) whether or not the shares of that series shall be redeemable and, if so, the terms and conditions of such redemption; (vi) whether that series shall have a sinking fund for the redemption or purchase of shares of that series and, if so, the terms and amount of such sinking fund; and (vii) the rights of the shares of that series in the event of the voluntary or involuntary liquidation, dissolution, or winding-up of the Company. Any series of Preferred Stock may be superior to, rank equally with, or be junior to any other series of Preferred Stock to the extent permitted by law.
Warrants
In connection with the Company’s June 2026 underwritten public offering, the Company issued representative warrants to the underwriter and its designees to purchase up to
The representative warrants have an exercise price of $
23
The representative warrants are classified as equity instruments and are included in stockholders’ equity. Additional information regarding the issuance, valuation and accounting treatment of the representative warrants is included under “June 2026 Public Offering” above.
The following table summarizes warrant activity:
| June 30, 2026 | December 31, 2025 | |||||||
| Warrants outstanding | ||||||||
| Warrants exercisable | ||||||||
| Exercise price | $ | |||||||
| Remaining contractual term | | |||||||
representative warrants were exercised, forfeited, modified or expired during the six months ended June 30, 2026. All representative warrants outstanding at June 30, 2026 were exercisable.
2026 Equity Incentive Plan
In connection with the Business Combination, the Company adopted the 2026 Equity Incentive Plan (the “2026 Plan”), which authorizes the issuance of up to
| 10. | COMMITMENTS AND CONTINGENCIES |
Energy Contract
The Company’s current energy services contract with a third party expires in October 2026. Under the terms of the agreement, the Company is committed to pay a minimum of $
On May 27, 2026, the Company’s wholly owned subsidiary, One Blockchain, entered into an amended long-term electric service agreement that is scheduled to become effective October 1, 2026 and replace the current arrangement. The amended agreement includes a minimum monthly demand charge of $
Under the new electric service agreement, the deferred portion of the monthly minimum demand charge accrues without interest until the earlier of (i) the date in which the Company’s wholly owned subsidiary, One Blockchain’s contracted power demand first reaches 40,000 kVA or (ii) December 31, 2027 (the “Trigger Date”). Following the Trigger Date, the full minimum monthly demand charge becomes payable in cash in accordance with the billing provisions of the agreement.
The agreement also requires, the Company’s wholly owned subsidiary, One Blockchain to provide credit support in an amount generally approximating two months of estimated maximum billings. Such credit support may be provided through a cash deposit, surety bond, letter of credit or other form of collateral acceptable to the utility provider and is subject to adjustment based on operating experience and expected usage.
In addition, if the Company’s wholly owned subsidiary, One Blockchain, fails to commence receipt of electric service or the agreement is otherwise terminated prior to expiration of the original term, the Company’s wholly owned subsidiary, One Blockchain may be required to pay an infrastructure early termination fee of $
24
Letter of Credit
During 2022, a related party of the Company entered into a stand-by letter of credit (“LOC”) arrangement with its financial institution on behalf of the Company to provide $
A portion of the collateral supporting the letter of credit relates to funds previously advanced by the Company and recorded as a loan receivable from VCV Digital Infrastructure Holdings LLC, as discussed in Note 11 - Related Party Transactions. The loan receivable was used to fund certificate of deposit balances and related credit support arrangements that secure the letter of credit and surety bond obligations. Management believes the existence of this collateral structure provides additional evidence supporting the collectability of the related-party loan receivable balance.
Securities Class Actions
Signing Day Sports, Inc. (“SGN”), a subsidiary of the Company, has been named as one of numerous issuer defendants in three putative securities class actions filed in the Supreme Court of the State of New York, New York County: Patrick Shane Johnson, et al. v. SYLA Technologies Co., Ltd., et al., Index No. 153671/2026, filed on March 24, 2026 (the “Johnson Action”); Leyber Gabriel Briones, et al. v. SYLA Technologies Co., Ltd., et al., Index No. 154747/2026, filed on April 13, 2026 (the “Briones Action”); and Damond Morales, et al. v. SYLA Technologies Co., Ltd., et al., Index No. 159271/2026, filed on July 23, 2026 (the “Morales Action” and, collectively with the Johnson Action and Briones Action, the “Actions”).
The Actions were brought on behalf of putative classes of investors who invested in, or made investments traceable to, the initial public offerings of numerous issuers, including SGN. The complaints generally allege that the issuer defendants and their underwriters violated Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 by failing to disclose an alleged coordinated pattern of market manipulation involving numerous nano-cap and micro-cap companies. The complaints do not contain specific factual allegations of wrongdoing by SGN. Plaintiffs seek unspecified compensatory damages, rescission or rescissory damages, costs and expenses, and equitable or injunctive relief.
As of the date of this report, SGN has not been served in the Johnson Action or the Briones Action. Plaintiffs in the Morales Action have purportedly served SGN with a summons and complaint, and SGN intends to seek dismissal of the Morales Action as against it. If served in the Johnson Action or Briones Action, SGN intends to vigorously defend against the claims. At this stage, the Company is unable to predict the outcome of the Actions or reasonably estimate the amount or range of potential loss, if any.
Other litigations
The Company is involved, from time to time, in litigation, other legal claims, and proceedings involving matters associated with or incidental to its business, including, among other things, matters involving credit card fraud, trademarks and other intellectual property, licensing, taxation, and employee relations. The Company believes at present that the resolution of currently pending matters will not, individually or in aggregate, have a material adverse effect on its condensed consolidated financial statements. However, the Company’s assessment of any current litigation or other legal claims could potentially change in light of the discovery of facts not presently known or determinations by judges, juries, or other finders of fact that are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.
In the normal course of business, the Company may enter into certain guarantees or other agreements that provide general indemnifications. The Company has not made any significant indemnification payments under such agreements in the past and does not currently anticipate incurring any material indemnification payments.
| 11. | RELATED PARTY TRANSACTIONS |
The Company reimburses one of its related parties, Tiger Cloud LLC for management fees and administrative expenses, which includes payroll, incurred on behalf of the Company. Total fees under this arrangement were approximately $
As of June 30, 2026 and December 31, 2025, the Company had a loan receivable of $
25
As of June 30, 2026 and December 31, 2025, the Company had amounts due from related parties, net totaling approximately $
During the three months ended June 30, 2026, the Company paid discretionary cash bonuses totaling $
Minnesota Development Site
The Company is evaluating the development of an approximately 75 MW AI-focused data center campus in, Minnesota intended to support AI hosting and high-performance computing workloads under long-term hosting and capacity arrangements. As previously disclosed, the land associated with this planned Minnesota site is owned by a related entity and development of the project remains subject to the negotiation and execution of definitive agreements.
In connection with its evaluation of the project, the Company entered into a non-binding letter of intent with the related entity that owns the site. VCV Minnesota is owned by Tiger Cloud LLC (“Tiger Cloud”), which is a significant shareholder of the Company, beneficially owning approximately 19.9% of the Company’s outstanding common stock as of August 13, 2026. Accordingly, Tiger Cloud is considered a related party of the Company. The letter of intent outlines certain proposed business terms relating to the potential acquisition, development and use of the property; however, except for customary provisions relating to confidentiality and other ancillary matters, the letter of intent does not obligate either party to consummate a transaction. Any future development of the site remains subject to the negotiation and execution of definitive agreements and satisfaction of other customary conditions.
During the six months ended June 30, 2026, the Company paid a land deposit of $
As of June 30, 2026 and through August 13, 2026, no land purchase agreement, lease agreement, or definitive development agreement had been executed between the Company and the related entity. The parties continue to negotiate a suite of agreements relating to the acquisition, development and operation of the site. Accordingly, the Company has not recognized any land asset associated with the proposed development site as of June 30, 2026. The ultimate development of the project remains subject to completion of definitive agreements, financing arrangements, regulatory approvals and other customary conditions.
| 12. | SUBSEQUENT EVENTS |
The Company evaluated subsequent events through the date the condensed consolidated financial statements were issued and determined that, other than the event described below, there were no subsequent events requiring adjustment to or disclosure in the accompanying condensed consolidated financial statements.
Departure of Chief Operating Officer
On August 11, 2026, Eyal Rozen, Chief Operating Officer of the Company, notified the Company of his decision to resign from his position as Chief Operating Officer, effective August 14, 2026.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q, as well as the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025. This quarterly report includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, that relate to future events or to our future operations or financial performance. This discussion contains forward-looking statements that are based on current expectations, estimates, and assumptions and involve risks and uncertainties, including, but not limited to, our plans, objectives, expectations, and intentions. Actual results and the timing of events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K.
We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. Such statements speak only as of the date of this Quarterly Report on Form 10-Q, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Effective June 25, 2026, the Company changed its corporate name from BlockchAIn Digital Infrastructure, Inc. to AIB Data Centers Inc.
All dollar amounts referred to in this discussion and analysis are expressed in United States dollars, except where otherwise indicated. References in this section to “we,” “our,” “us,” “AIB,” and the “Company” generally refer to AIB Data Centers Inc. and its consolidated subsidiaries, which include One Blockchain LLC, One Blockchain Nolan LLC (a wholly-owned subsidiary of One Blockchain LLC), Signing Day Sports, Inc. (which became a wholly-owned subsidiary on March 16, 2026 in connection with the Business Combination described below), and AIB CLT1 LLC (which was formed as a wholly-owned subsidiary of AIB Data Centers Inc. on June 23, 2026).
Our management’s discussion and analysis of financial condition and results of operations is intended to assist readers in understanding our financial information from our management’s perspective and is presented as follows:
| ● | Overview | |
| ● | Strategic Transformation | |
| ● | Industry Overview | |
| ● | Expansion Opportunities | |
| ● | Growth Strategy | |
| ● | Key Factors Affecting Our Financial Performance |
| ● | Recent Developments |
| ● | Results of Operations | |
| ● | Adjusted EBITDA |
| ● | Non-GAAP Financial Measures |
| ● | Liquidity and Capital Resources | |
| ● | Related-Party Transactions | |
| ● | Recently Issued and Proposed Accounting Pronouncements |
| ● | Critical Accounting Estimates |
Overview
AIB is a power-first developer and operator of purpose-built data center infrastructure for artificial intelligence (“AI”) and high-performance computing (“HPC”) workloads. The Company’s strategic focus is the development, construction and operation of AI/HPC data center campuses supported by long-term customer contracts and dedicated power supply arrangements, beginning with its approximately 65 megawatt (“MW”) CLT-01 Campus (the “CLT-01 Campus”) in South Carolina, which is currently in development. The CLT-01 Campus is being developed at the site of the Company’s existing 40 MW data center facility, which has historically provided hosting services and equipment leasing to third-party bitcoin mining customers and which the Company is repurposing with site improvements to serve as its first AI/HPC campus.
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The Company currently generates substantially all of its revenue from bitcoin hosting arrangements at the current site. The Company expects its future revenue to be generated primarily from long-term AI/HPC hosting and colocation contracts at the CLT-01 Campus and at additional greenfield AI/HPC development projects the Company may pursue. The historical results of operations described elsewhere in this Item 2 reflect the de-energized site and may not be indicative of the Company’s future results of operations following commissioning of the CLT-01 Campus and execution of the Company’s AI/HPC strategy. See “Strategic Transformation” and “Recent Developments” below.
Strategic Transformation
The Company has undergone a significant strategic and operational transformation over the past twelve months, evolving from a legacy bitcoin mining hosting business into a developer and operator of purpose-built AI/HPC data center infrastructure. Key steps in this transformation include (i) the completion of the Company’s business combination with Signing Day Sports, Inc. in March 2026 and the Company’s listing on the NYSE American under the ticker symbol “AIB”; (ii) the Company’s corporate rebranding from BlockchAIn Digital Infrastructure, Inc. to AIB Data Centers Inc., effective June 25, 2026; (iii) the completion of the June 2026 underwritten public offering of common stock that generated approximately $63.25 million in gross proceeds, materially strengthening the Company’s balance sheet; (iv) the formation of AIB CLT1 LLC on June 23, 2026 as the special-purpose project subsidiary for the CLT-01 Campus; (v) the execution of a new long-term electric service agreement providing for 65,000 kVA of contract demand at the CLT-01 Campus; and (vi) the diversification of the site’s hosting customer mix beyond a single anchor tenant.
The Company expects its ongoing transformation to include the continued development, construction and commissioning of the CLT-01 Campus; the negotiation and execution of long-term customer contracts, project-level financings, construction contracts and equipment procurement arrangements required to support the CLT-01 Campus and additional greenfield development opportunities; the evaluation of additional AI/HPC campus development opportunities, including the potential 75 MW AI-focused campus in Minnesota described under “Recent Developments” below; and the eventual transition, retrofit or decommissioning of the site as the Company’s AI/HPC platform scales. See “Growth Strategy,” “Key Factors Affecting Our Financial Performance” and “Recent Developments” below.
The Company’s initial AI/HPC campus, CLT-01, is being developed at an existing, energized site rather than through greenfield construction. The site is already grid-interconnected, zoned for industrial and data center use, and equipped with carrier-neutral connectivity, and has operated as an approximately 40 MW facility that the Company is repurposing to approximately 65 MW of contracted utility capacity. Because power availability and utility interconnection timelines have become the primary constraints on new AI/HPC development in most major U.S. markets, the Company believes that converting existing powered land into AI/HPC capacity offers a materially faster and more capital-efficient path to energization than greenfield development. The Company intends to apply this same power-first discipline to its broader development pipeline, which includes both additional repurposing opportunities and greenfield sites, in each case prioritizing deliverable utility capacity as a precondition to significant capital commitment.
Industry Overview
Demand for data center capacity has undergone a step-change over the past several years, driven principally by the rapid scaling of artificial intelligence and other high-performance computing workloads. The training and deployment of large-scale AI models by hyperscale cloud providers, foundation model developers and a growing class of specialized AI infrastructure operators (sometimes referred to as “neoclouds”) has become the dominant driver of new data center capacity requirements globally, and public disclosures by the largest hyperscale operators indicate that aggregate capital expenditure on AI-related compute infrastructure has expanded materially and is expected to remain elevated for the foreseeable future.
Power availability has emerged as the primary constraint on the development of new AI/HPC data center capacity in most major U.S. markets. Utility interconnection queues, transmission constraints and generation-adequacy concerns have extended lead times for large new industrial loads to multiple years in a number of regions, including Northern Virginia, portions of the Electric Reliability Council of Texas (or “ERCOT”) market in Texas, and portions of Pennsylvania-New Jersey-Maryland Interconnection (or “PJM”) and Midcontinent Independent System Operator (or “MISO”). As a result, developers with the ability to secure long-term, dedicated power capacity in geographies with relative power availability, including select markets in the Southeastern United States, have an increasingly differentiated position, and the ability to deliver a fully-powered, purpose-built site on a predictable timeline is now widely regarded as more valuable than site-level or building-level features that historically drove customer selection.
The technical requirements of modern AI training and inference workloads are also driving a fundamental shift away from legacy multi-tenant colocation designs toward purpose-built, high-density facilities. Legacy enterprise and colocation data centers were typically designed to support rack densities of approximately 5 to 15 kilowatts, while current-generation GPU-based AI training deployments commonly require densities ranging from approximately 40 kilowatts per rack to well in excess of 100 kilowatts per rack, with next-generation accelerator platforms expected to push those requirements higher. Supporting these densities has required broad adoption of direct-to-chip and immersion liquid cooling, higher-capacity electrical distribution and structural site design choices that most legacy facilities cannot economically accommodate through retrofit.
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The commercial structure of AI/HPC hosting arrangements has also evolved. In contrast to the shorter-term, retail-oriented colocation contracts that historically prevailed in the multi-tenant colocation market, AI/HPC customers increasingly enter into long-term capacity agreements, typically ten years or longer, with fixed monthly service charges, parent-level or affiliate credit support, and structured deposit, prepayment or letter-of-credit mechanics. These contract structures are designed to underwrite the substantial capital investment required to develop purpose-built AI/HPC capacity and, in management’s view, are establishing AI/HPC data center capacity as a long-duration, contracted-revenue digital infrastructure asset class.
Management believes that several long-term industry trends, including the continued scaling of AI training and inference workloads, elevated hyperscaler and neocloud capital expenditure, structural power availability constraints in traditional data center markets, the shift to purpose-built high-density design, and the emergence of long-dated contracted revenue structures, are expected to continue driving demand for the type of power-anchored, purpose-built AI/HPC data center infrastructure the Company is developing. Management believes that the Company’s power-first development strategy, its CLT-01 site with long-term dedicated power capacity, and its focus on long-term contracted customer relationships position the Company to participate in this demand.
Expansion Opportunities
The Company’s growth strategy is anchored by its 65 MW CLT-01 Campus and is designed to scale into a multi-site AI/HPC data center platform in the United States over the next several years. In evaluating and pursuing new sites, the Company applies a “power-first” development discipline that requires deliverable utility capacity, evidenced by an executed electric service agreement, power purchase agreement or equivalent, as a precondition to significant capital commitment, together with a control mechanism over the underlying land, a defined interconnection path, and a site suitable for high-density, purpose-built development.
As of the date of this Quarterly Report, the Company has identified an active development pipeline of approximately 570 MW of AI/HPC capacity across six sites, comprising the CLT-01 Campus and the additional sites described below. The stage of development, contractual status, expected timing and ultimate capacity of each pipeline site vary and are subject to significant execution and financing risk, as further described under “Growth Strategy”. Except for the CLT-01 Campus, none of the pipeline sites described below is subject to a definitive lease, purchase or development agreement as of the date of this Quarterly Report.
| ● | CLT-01 Campus— 65 MW. Existing 40 MW energized facility, with an additional 25 MW of contracted utility capacity added pursuant to the 15-year Electric Service Agreement executed during the second quarter of 2026 as described under “Recent Developments.” |
| ● | DFW-A Phase I— 15 MW. Prospective acquisition of an existing powered site. The Company has commenced preliminary diligence and site evaluation. Not subject to a definitive purchase or development agreement. |
| ● | MSP-01 — 75 MW. Non-binding letter of intent entered into during the second quarter of 2026 with the related entity that owns the site, together with a $1.2 million refundable land deposit, as described under “Recent Developments” and Note 11 to the accompanying condensed consolidated financial statements. |
| ● | DEN-01 — 200 MW. Prospective greenfield AI/HPC campus, in early evaluation stage. Not subject to a definitive purchase, lease or development agreement. |
| ● | HSV-01 — 75 MW. Prospective AI/HPC campus, in early evaluation stage. Not subject to a definitive purchase, lease or development agreement. |
| ● | DFW-A Expansion — 40 MW. Potential future expansion of DFW-A beyond Phase I, contingent on completion of the DFW-A Phase I acquisition and additional utility capacity. |
| ● | CLT-02 — 100 MW. Prospective additional greenfield campus in the region of the CLT-01 Campus, in early evaluation stage. Not subject to a definitive purchase, lease or development agreement. |
Development of new AI/HPC data center capacity is capital-intensive and typically requires substantial upfront investment in land, power delivery, buildings, mechanical, electrical and cooling systems, IT infrastructure and long lead-time equipment. The Company expects to fund these investments through a combination of customer deposits, prepayments and other security under long-term customer contracts; project-level and asset-level debt financing; equity or equity-linked issuances; and cash on hand. Depending on the circumstances of a particular project, expansion transactions may take the form of purchases of real property, long-term ground or facility leases, joint ventures with customers or financial partners, or acquisitions of operating or development-stage assets. Certain of these transactions may be undertaken with strategic partners or anchor customers in order to align economic interests, share development risk or reduce the Company’s upfront capital outlay.
There can be no assurance that any of the pipeline sites described above will be completed on the timeline currently anticipated, in the capacity currently anticipated, or at all, or that the Company will achieve the operating or financial results currently expected from these sites.
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Growth Strategy
The Company’s near-term growth strategy centers on the development, construction, commissioning and operation of the CLT-01 Campus, which the Company expects to serve as the anchor asset of its AI/HPC platform and to generate long-term contracted revenue at scale following commissioning. As part of this strategy, the Company has (i) formed AIB CLT1 LLC as the project-level subsidiary that is expected to hold the CLT-01 Campus assets, contracts and financings; (ii) secured a new long-term electric service agreement providing for 65,000 kVA of contract demand at the CLT-01 Campus; and (iii) begun evaluating additional greenfield AI/HPC development opportunities, including the potential 75 MW campus in Minnesota described under “Recent Developments” below.
Execution of the Company’s growth strategy will require significant capital investment and depends on a number of factors, many of which are outside the Company’s control, including (i) the negotiation and execution of definitive long-term customer contracts, construction contracts, equipment procurement arrangements and financing agreements on acceptable terms; (ii) the timely delivery of long lead-time electrical, mechanical, cooling, generator and IT infrastructure equipment; (iii) permitting, interconnection and other regulatory approvals; (iv) the availability of skilled construction and operations labor in the relevant markets; and (v) the performance of the Company’s counterparties. The Company has not yet commissioned any purpose-built AI/HPC capacity and has not yet generated revenue from long-term AI/HPC customer contracts. There can be no assurance that the Company will complete the CLT-01 Campus or any other planned project on the timeline or on the terms currently contemplated, or achieve the operating or financial results currently expected from its AI/HPC strategy.
The Company is currently in negotiations with a single prospective tenant for a long-term lease covering the entire approximately 65 MW of capacity at the CLT-01 Campus. This represents an expansion in scope from the arrangements previously disclosed in the Company’s Registration Statement on Form S-1 (File No. 333-296413), which contemplated draft lease agreements covering approximately 26 MW of utility load (20 MW of IT load) with a global cloud provider and a non-binding letter of intent for an additional approximately 5 MW. As of August 13, 2026, the parties had not executed a definitive lease, and execution remains subject to the negotiation and completion of definitive documentation, technical and commercial diligence, credit review, financing arrangements and other customary conditions. The Company has not yet commenced service under, or generated revenue from, any long-term AI/HPC customer contract, and there can be no assurance that a definitive lease will be executed on the timeline or terms currently contemplated, or at all.
Key Factors Affecting Our Financial Performance
Execution of AI/HPC Development Strategy
The Company’s future financial performance depends primarily on its ability to successfully develop, construct, commission and operate its planned AI/HPC data center capacity, beginning with the CLT-01 Campus, and to enter into long-term customer contracts for that capacity on economic terms consistent with the Company’s expectations. The Company’s AI/HPC development strategy targets campuses of less than 150 MW leased primarily to specialized AI cloud providers, sometimes referred to as “neoclouds,” rather than to hyperscale cloud or internet platform tenants. This segment of the market has different leasing characteristics than the hyperscale segment. Capacity is generally leased on the basis of critical IT load, with rent quoted in dollars per kilowatt of reserved power per month rather than per square foot. Based on third-party industry data, large-scale deployments in primary North American markets have recently transacted in a range of approximately $140 to $160 per kilowatt of critical IT load per month, equivalent to approximately $1.7 million to $1.9 million per megawatt per year, with average asking rates for wholesale colocation capacity of approximately $196 per kilowatt per month for smaller deployments in the second half of 2025.
Because the Company has not yet commissioned any purpose-built AI/HPC capacity and is in the early stages of executing its AI/HPC development strategy, the Company’s historical and current results of operations are not indicative of the Company’s expected future results following commissioning of the CLT-01 Campus and execution of the Company’s AI/HPC strategy. The Company’s ability to execute on this strategy is subject to a number of significant risks and uncertainties, including those described under “Growth Strategy” above and in the Company’s risk factors.
Transition of Hosting Operations
The Company’s reported revenue, gross margin, Adjusted EBITDA and net loss for the periods presented in this Quarterly Report have been generated primarily by bitcoin mining hosting arrangements. The Company expects revenue from those hosting arrangements to decline over time as customer contracts expire or are restructured, as the site is eventually transitioned, retrofitted or decommissioned to support the Company’s AI/HPC platform, and as new AI/HPC capacity at the CLT-01 Campus and other planned projects is placed into service. The timing and magnitude of these changes are inherently uncertain. During the transition period, the Company’s reported results are expected to continue to reflect the operating economics of the site and to be materially affected by the factors described under “Market Price of Digital Assets,” “Electricity Costs” and “Our Competition and Customers” below. Investors should not view the Company’s historical or current results as indicative of the Company’s future results following execution of its AI/HPC strategy.
The Company expects revenue and gross profit from legacy hosting arrangements to continue to decline as it advances the CLT-01 Campus, and expects its results of operations in future periods to be determined principally by the timing of commissioning and the execution of long-term AI/HPC customer contracts.
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Market Price of Digital Assets — Legacy Operations Exposure
The Company’s historical results of operations, and its results of operations for the periods presented in this Quarterly Report, reflect hosting services provided to third-party bitcoin mining customers. Those customers’ willingness and ability to continue operating, and, indirectly, the revenue the Company generates from them during the transition period, depends in part on the profitability of bitcoin mining, which is itself a function of the spot price of bitcoin, network mining difficulty, block reward economics following the April 2024 halving, and the customers’ individual power costs and mining equipment efficiency. The price of bitcoin has historically been, and is expected to continue to be, subject to substantial volatility.
Because the Company is transitioning away from bitcoin mining hosting and toward AI/HPC infrastructure, and because the Company’s future revenue is expected to be generated primarily by long-term AI/HPC customer contracts at the CLT-01 Campus and future greenfield sites, the management believes the Company’s future financial performance will be materially less sensitive to fluctuations in the prices of digital asset than its historical performance. However, until hosting arrangements have wound down and new AI/HPC capacity has been placed into service, sustained declines in the price of bitcoin, sustained increases in network mining difficulty, or other factors that materially reduce the profitability of the Company’s hosting customers could accelerate the decline in revenue, reduce the Company’s ability to renew or restructure hosting arrangements on favorable terms, and could have a material adverse effect on the Company’s near-term results of operations, in each case notwithstanding the Company’s strategic transition. See “Transition of Hosting Operations” above.
Electricity Costs
Electricity cost is the largest operating cost for the hosting services provided to customers. The cost and availability of electricity are affected primarily by changes in seasonal demand, with peak demand during the summer months driving higher costs and increased curtailments to support grid operators. Severe winter weather can increase the cost of electricity and the frequency of curtailments when it results in damage to power transmission infrastructure that reduces the grid’s ability to deliver power. Geopolitical and macroeconomic factors, such as overseas military or economic conflict, can adversely affect electricity costs by raising the cost of power generation inputs such as natural gas. Other events outside our control can also impact electricity costs and availability.
Our Competition and Customers
The success of our HPC hosting business depends on our ability to develop new capacity, retain and expand relationships with existing customers, and attract new customers.
We face significant competition across the HPC hosting value chain, including for (i) sites with access to reliable, low-cost high-density power, (ii) the capital required to develop or retrofit such sites, (iii) long-lead critical equipment (including power distribution, transformers, switchgear, and liquid-cooling systems), and (iv) skilled development, construction, and operations personnel. Our competitors include data center REITs, purpose-built HPC and AI infrastructure developers, hyperscalers building or leasing capacity for their own use, and bitcoin miners repurposing existing sites for HPC hosting.
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We believe our contracted high-power capacity at CLT-01 currently under development, together with the experience and relationships of our development and operations team, position us to compete for the current strong demand for HPC hosting capacity.
Recent Developments
Public Offering of Common Stock
On June 5, 2026, the Company entered into an underwriting agreement with Lucid Capital Markets, LLC in connection with an underwritten public offering of 33,333,334 shares of its common stock at a public offering price of $1.65 per share. The offering closed on June 8, 2026. In addition, the Company granted the underwriter a 45-day option to purchase up to an additional 4,999,999 shares of common stock. On 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 in connection with the full exercise of the over-allotment option. As a result, the Company issued an aggregate of 38,333,333 shares of common stock and received gross proceeds of approximately $63.25 million before underwriting discounts, commissions, and other offering-related expenses.
The Company intends to use the net proceeds from the offering for working capital, deposits on long lead-time equipment, land acquisition activities, capital expenditures associated with the development of its digital infrastructure platform, and other general corporate purposes. The offering significantly enhanced the Company’s liquidity position and provides additional capital to support the Company’s strategic focus on the development of infrastructure for artificial intelligence and high-performance computing workloads.
The Company believes the proceeds from the public offering provide funding necessary to advance its strategic transition toward AI and HPC-focused infrastructure and support the development of future data center capacity. Management expects a portion of the proceeds to be used to support infrastructure investments associated with the Company’s planned expansion initiatives, including the Minnesota development opportunity and the recently executed long-term power arrangement in South Carolina.
Minnesota Development Opportunity
During the second quarter of 2026, the Company entered into a non-binding letter of intent and paid a refundable $1.2 million deposit related to a potential development site in Minnesota. The Company is evaluating the development of an approximately 75 MW AI-focused data center campus at the location. No definitive acquisition, lease or development agreements have been executed as of June 30, 2026, and the project remains subject to negotiation of definitive agreements, financing availability and customary approvals. The deposit is recorded within prepaid expenses and other current assets on the condensed consolidated balance sheet as of June 30, 2026.
Business Combination with Signing Day Sports, Inc.
On May 27, 2025, the Company entered into the BCA with Signing Day Sports, as amended on November 10, 2025 and as further amended on December 22, 2025.
Effective March 16, 2026 (the “transaction date”), the Company and SGN completed the business combination under the BCA. Following the closing, the Company is the parent entity of both SGN and One Blockchain LLC, and the Company commenced trading on the NYSE American on March 17, 2026 under the ticker symbol “AIB.”
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The Business Combination was accounted for as a reverse merger. Refer to Note 4 for the impact of the BCA on the condensed consolidated financial statements.
Utility Cost Management and True-Up Adjustments
The estimated true-up accrual was $151,247 and $545,260 as of June 30, 2026 and 2025, respectively, and is recorded in accounts payable and accrued expenses. The 2025 actual true-up charge was received during the quarter for $933,620 and is recorded in accounts payable and accrued expenses. Of the $933,620 actual true-up charge, $101,132 was related to interest. Other costs included in cost of revenues include fees for network services and water fees.
Formation of AIB CLT1 LLC
On June 23, 2026, the Company formed AIB CLT1 LLC as a wholly-owned limited liability company subsidiary to serve as the special-purpose project entity for the development, ownership and operation of the CLT-01 Campus. AIB CLT1 LLC is expected to hold the project-level real property interests, ground lease, material customer, construction, equipment procurement and vendor contracts, and project-level financings relating to the CLT-01 Campus. The financial position and results of operations of AIB CLT1 LLC are consolidated in the Company’s condensed consolidated financial statements from the date of formation.
Transition and Decommissioning of Bitcoin Mining Hosting Operations
On June 5, 2026, the Company de-energized the site’s bitcoin mining hosting operations following a decline in the price of bitcoin, which had fallen from over $93,000 at the start of 2026 to approximately $62,000 on that date, rendering the Company’s hosting arrangements uneconomic at prevailing customer hashprice levels. The price of bitcoin has remained between approximately $60,000 and $65,000 through the date of this filing. The site remained de-energized as of June 30, 2026, and as of August 13, 2026, the Company has not resumed hosting operations at the site.
The de-energization coincides with the Company’s strategic transition to AI/HPC hosting. Development of the 65 MW CLT-01 Campus is proceeding independently of the shutdown of the site’s bitcoin mining hosting operations. As of June 30, 2026, the Company had not committed to a formal plan of abandonment, retirement or asset disposal with respect to the site, and no asset impairment, asset retirement obligation, restructuring liability or held-for-sale classification has been recorded in connection with the transition as of the balance sheet date. The Company continues to execute upon the strategy of redeploying the site’s power and infrastructure to support higher-density AI and HPC workloads in coordination with the CLT-01 Campus. Any such future actions may result in the recognition of asset retirement obligations, accelerated depreciation, impairment charges or other transition-related costs in future periods, the amounts and timing of which cannot be reasonably estimated at this time.
Results of Operations
As described under “Overview,” “Strategic Transformation” and “Key Factors Affecting Our Financial Performance” above, the Company’s results of operations for the periods presented reflect the operation of the 40 MW site under bitcoin mining hosting arrangements. The Company has not yet placed into service any material AI/HPC capacity and has not yet generated revenue from long-term AI/HPC customer contracts. Accordingly, the period-over-period changes in revenue, cost of revenues, gross margin and operating expenses discussed below reflect the operating economics of the site and the transition of the site’s customer mix, and are not intended to serve as a forecast of the Company’s future results of operations following commissioning of the CLT-01 Campus and execution of the Company’s AI/HPC strategy.
Three Months Ended June 30, 2026 and 2025
Revenues
Revenue for the three months ended June 30, 2026 was $2.9 million, a decrease of $1.8 million, or 39%, from $4.7 million for the three months ended June 30, 2025. The decrease reflects the June 5, 2026 de-energization of the site in response to a decline in the price of bitcoin, which eliminated variable hosting revenue at the site for the remainder of the quarter.
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Costs and Operating Expenses
| Three Months Ended June 30, | ||||||||||||
| 2026 | 2025 | Increase (Decrease) | ||||||||||
| Cost of revenues | $ | 3,432,555 | $ | 4,196,007 | $ | (763,452 | ) | |||||
| Gross profit (loss) | $ | (517,095 | ) | $ | 548,620 | $ | (1,065,715 | ) | ||||
| Gross Margin | (18 | )% | 12 | % | ||||||||
Cost of revenue and gross margin. The largest components of our cost of revenues are utility-related expenses, including electricity, bandwidth access and other infrastructure costs. Cost of revenues totaled $3.4 million for the three months ended June 30, 2026, a decrease of $0.8 million, or 18%, compared to $4.2 million for the three months ended June 30, 2025.
Gross profit declined to a loss of $0.5 million for the three months ended June 30, 2026, compared to profit of $0.5 million for the same period in 2025, a decrease of approximately $1.0 million. Gross margin decreased to a loss of approximately 18% for the three months ended June 30, 2026 from approximately 12% for the same period in 2025. Fluctuations in gross profit (loss) are largely affected by two principal factors:
| 1. | Pricing. The average effective billing rate can fluctuate due to competitive pricing adjustments in alignment with contract provisions, bitcoin prices, and the evolving mix of customer contracts. However, the average effective billing rate per kWh decreased over the period from approximately $0.069 during the three months ending June 30, 2025 to approximately $0.063 during the three months ending June 30, 2026. This decrease largely reflects price concessions passed to the tenants as per the signed contracts due to the low prices of bitcoin. |
| 2. | Energy costs. The Company’s average per-kWh energy procurement cost increased from approximately $0.049 during the three months ending June 30, 2025 to approximately $0.066 during the three months ending June 30, 2026 under the terms of the Company’s existing energy supply agreement. Several factors impacted the increased energy cost including the extra true up expense recognized in Q2 2026 relating to 2025 consumption and pricing. Two unanticipated factors drove the additional unexpected true up expense for 2025. First being the severe, prolonged drought cut hydro production (which is largely run-of-river and nearly free to generate), forcing the utility provider, Duke, to buy more natural gas in 2025. Second being a huge jump in natural gas transportation costs for the region, which played as large or larger a role in the budget overage than the commodity price itself. Important to note, transportation costs are not linear and they won’t rise and fall with the gas price. |
The decrease in gross profit was primarily attributable to increased energy costs, which were not able to be passed through to customers. Total energy volume billed to customers decreased to approximately 46 GWh for the three months ended June 30, 2026 from approximately 69 GWh for the three months ended June 30, 2025.
Operating expenses. Total costs and operating expenses were $6.5 million for the three months ended June 30, 2026, or 223% of total revenues, compared to $5.3 million, or 111% of total revenues, for the three months ended June 30, 2025. The increase of $1.2 million, or 23%, was primarily attributable to a $1.8 million increase in selling, general, and administrative expenses related to advisory shares, consulting arrangements, public company costs, and transaction-related expenses, offset by a $0.8 million decrease in cost of revenues due to lower energy consumption resulting from the de-energization of the site. Depreciation expense also accounted for $0.1 million of the increase as well as $0.1 million in advertising expenses.
Operating (Loss) / Income
Operating loss was $3.6 million for the three months ended June 30, 2026, compared to operating loss of $0.5 million for the three months ended June 30, 2025, a swing of approximately $3.1 million. Approximately $1.8 million of the $3.1 million increase was attributable to higher selling, general and administrative expenses, consisting principally of advisory share consideration, consulting arrangements, public company costs and transaction-related expenses incurred in connection with the Business Combination and the Company’s transition to a listed AI/HPC infrastructure platform. The balance reflects the gross-margin compression discussed above with the largest contributor being the de-energization of the site in response to a decline in the price of bitcoin.
Other Income
There was $0.1 million of other income for the three months ended June 30, 2026, consisting primarily of interest income earned on funds held in institutional money market funds following the Company’s June 2026 equity offering. There was no other income or loss recognized during the three months ended June 30, 2025.
Net (Loss) / Income
Net loss was $3.5 million for the three months ended June 30, 2026, compared to net loss of $0.5 million for the three months ended June 30, 2025, an increase in net loss of approximately $3.0 million, driven by the items discussed above.
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Six Months Ended June 30, 2026 and 2025
Revenues
Revenue for the six months ended June 30, 2026 was $7.8 million, a decrease of $1.4 million, or 15%, from $9.2 million for the six months ended June 30, 2025. The decrease was primarily attributable to the Company’s June 5, 2026 de-energization of the site in response to a decline in the price of bitcoin, which eliminated variable hosting revenue at the site for the remainder of the quarter which significantly reduced hosting revenue during the latter portion of the second quarter.
Costs and Operating Expenses
| Six Months Ended June 30, | ||||||||||||
| 2026 | 2025 | Increase (Decrease) | ||||||||||
| Cost of revenues | $ | 7,775,997 | $ | 7,469,329 | $ | 306,668 | ||||||
| Gross profit | $ | 52,664 | $ | 1,774,940 | $ | (1,722,276 | ) | |||||
| Gross Margin | 1 | % | 19 | % | ||||||||
Cost of revenue and gross margin. The largest components of our cost of revenues are utility-related expenses, including electricity, bandwidth access and other infrastructure costs. Cost of revenues totaled $7.8 million for the six months ended June 30, 2026, an increase of $0.3 million, or 4%, compared to $7.5 million for the six months ended June 30, 2025.
Gross profit declined to less than $0.1 million for the six months ended June 30, 2026, compared to gross profit of $1.8 million for the same period in 2025, a decrease of approximately $1.7 million. Gross margin decreased to approximately 1% for the six months ended June 30, 2026 from approximately 19% for the same period in 2025. Fluctuations in gross profit are largely affected by two principal factors:
| 1. | Pricing. The average effective billing rate can fluctuate due to competitive pricing adjustments in alignment with contract provisions, bitcoin prices, and the evolving mix of customer contracts. However, the average effective billing rate per kWh reduced over the period from approximately $0.066 during the six months ending June 30, 2025 to approximately $0.063 during the six months ending June 30, 2026. This decrease largely reflects price concessions passed to the tenants as per the signed contracts due to the low prices of bitcoin. The prices of bitcoin have remained low since Q4 of 2025 and have demonstrated minimal sign of recovery through to the end of Q2 2026. |
| 2. | Energy costs. The Company’s average per-kWh energy procurement cost increased from approximately $0.049 during the six months ending June 30, 2025 to approximately $0.057 during the six months ending June 30, 2026 under the terms of the Company’s existing energy supply agreement. Once again, several factors impacted the increased energy cost including the extra true up expense recognized in Q2 2026 relating to 2025 consumption and pricing. Two unanticipated factors drove the additional unexpected true up expense for 2025. First being the severe, prolonged drought cut hydro production (which is largely run-of-river and nearly free to generate), forcing the utility provider, Duke, to buy more natural gas in 2025. Second being a huge jump in natural gas transportation costs for the region, which played as large or larger a role in the budget overage than the commodity price itself. Important to note, transportation costs are not linear and they won’t rise and fall with the gas price. |
The decrease in gross profit was primarily attributable to increased energy costs, which were not able to be passed through to customers. Total energy volume billed to customers decreased to approximately 123 GWh for the six months ended June 30, 2026 from approximately 140 GWh for the six months ended June 30, 2025.
Operating expenses. Total costs and operating expenses were $11.7 million for the six months ended June 30, 2026, or 149% of total revenues, compared to $9.4 million, or 101% of total revenues, for the six months ended June 30, 2025. The increase of $2.3 million, or 25%, was primarily attributable to a $1.8 million increase in selling, general, and administrative related to advisory shares consulting arrangements, public company costs, and transaction-related expenses as well as a $0.3 million increase in cost of revenues reflecting higher per-kWh energy costs despite lower billable volume and energy consumption resulting from the de-energization of the site. Cost of revenues also increased due to the impact of the 2025 true-up costs. Depreciation expense also accounted for $0.1 million of the increase as well as $0.1 million in advertising expenses.
Operating (Loss) / Income
Operating loss was $3.9 million for the six months ended June 30, 2026, compared to operating loss of $0.1 million for the six months ended June 30, 2025, a swing of approximately $3.8 million. The change was primarily driven by the gross-margin compression discussed above with the largest contributor being the de-energization of the site in response to a decline in the price of bitcoin coupled with the unanticipated larger true up energy expense from 2025 passed along in 2026.
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Other Income
There was $0.1 million of other income for the six months ended June 30, 2026, consisting primarily of interest income earned on funds held in institutional money market funds following the Company’s June 2026 equity offering, compared to other income of $0.1 million for the six months ended June 30, 2025 primarily attributable to the gain on disposal of assets held for sale recognized during the six months ended June 30, 2025.
Net (Loss) / Income
Net loss was $3.8 million for the six months ended June 30, 2026, compared to net loss of $0.1 million for the six months ended June 30, 2025, an increase in net loss of approximately $3.7 million, driven by the items discussed above.
Adjusted EBITDA
Adjusted EBITDA is a key factor in how we assess the operating performance of our data center and develop our growth strategies and expansion decisions. We define Adjusted EBITDA as net income or loss excluding income tax expense, interest income, interest expense, other income and expense items, gain or loss on asset sales, depreciation, amortization, transaction costs, and non-recurring legal and professional fees, as presented below:
| Six Months Ended June 30, | Change | |||||||||||
| 2026 | 2025 | $ | ||||||||||
| NET (LOSS)/INCOME | $ | (3,754,431 | ) | $ | (53,033 | ) | $ | (3,701,398 | ) | |||
| Add/(Deduct): | ||||||||||||
| Other (income) expense | (102,898 | ) | 5,360 | (108,258 | ) | |||||||
| Depreciation and amortization | 501,011 | 356,981 | 144,030 | |||||||||
| Transaction costs | 1,279,573 | 471,924 | 807,649 | |||||||||
| Reimbursement of transaction costs | (1,330,000 | ) | - | (1,330,000 | ) | |||||||
| Non-recurring legal and professional fees | 180,766 | - | 180,766 | |||||||||
| Gain on asset sales | - | (67,714 | ) | 67,714 | ||||||||
| ADJUSTED EBITDA | $ | (3,225,979 | ) | $ | 713,518 | $ | (3,939,497 | ) | ||||
Adjusted EBITDA for the six months ended June 30, 2026 was a loss of $3.2 million, a decrease of $3.9 million, or 552%, from Adjusted EBITDA of $0.7 million for the six months ended June 30, 2025.
Non-Recurring Legal and Professional Fees
Represents legal and professional fees incurred in connection with corporate transaction and financing activities, including a terminated financing transaction and advisory arrangements related to the Company’s Business Combination. Management does not consider these costs indicative of ongoing operating performance.
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Non-GAAP Financial Measures
Non-GAAP financial measures are not a substitute for financial information prepared in accordance with U.S. GAAP. Non-GAAP financial measures should not be considered in isolation, but should be considered together with the most directly comparable GAAP financial measures and the reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures. We have presented Adjusted EBITDA to provide investors with an additional tool to evaluate our results of operations in a manner that focuses on what management believes to be our core, ongoing business operations. We believe the inclusion of this non-GAAP financial measure allows for meaningful comparisons between the Company’s core business operating results and those of other companies and provides the Company with an important tool for financial and operating decision-making and for evaluating its core business operating results over different periods of time.
Investors should note that the non-GAAP financial measure used by us may not be the same, or calculated in the same manner, as similarly titled measures of other companies. Investors should therefore exercise caution when comparing our non-GAAP financial measures to similarly titled measures of other companies.
Adjusted EBITDA is not a measurement of financial performance under GAAP and should not be considered as an alternative to operating income or any other measure of performance derived in accordance with GAAP. Although management utilizes and presents Adjusted EBITDA, we do so only supplementally and do not consider it a substitute for, or superior to, the information provided by GAAP financial results. Adjusted EBITDA is not meant to be considered in isolation and should be read in conjunction with the consolidated financial statements.
We exclude depreciation and amortization from Adjusted EBITDA because they do not reflect our current or future cash spending levels to support our business and are based on the estimated useful lives of our data center assets, which estimates may vary from actual performance. We also exclude gain or loss on asset sales as it represents profit or loss not meaningful in evaluating current or future operating performance. Additionally, we exclude transaction costs and reimbursement transaction costs, which relate to costs incurred in connection with business combinations and the transaction with Signing Day Sports, including advisory, legal, accounting, valuation and other professional or consulting fees, to enhance comparability of our financial results with our historical operations. The frequency and amount of such charges vary significantly based on the size and timing of the transactions. Management does not consider these costs indicative of our ongoing operating performance and believes their exclusion enhances period-over-period comparability as the Company executes its transition toward AI and HPC infrastructure development.
Liquidity and Capital Resources
The Company manages its liquidity through a combination of operating cash flows and related-party financing arrangements. The Company also maintains flexibility through related-party arrangements, including a non-interest-bearing loan receivable from VCV Digital Infrastructure Holdings LLC and a standby letter of credit secured by a related party to support energy procurement obligations. Prior to the Business Combination with Signing Day Sports, Inc. on March 16, 2026, the Company also managed liquidity through member contributions; following the closing of the Business Combination, the Company has access to the public capital markets as a NYSE American-listed registrant.
During the second quarter of 2026, the Company strengthened its balance sheet through the completion of its underwritten public offering. The offering generated aggregate gross proceeds of approximately $63.25 million, including the exercise in full of the underwriter’s over-allotment option. Net proceeds from the offering were recorded within stockholders’ equity, net of underwriting discounts, commissions, and other offering costs.
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The closing of the June 2026 public offering materially improved the Company’s liquidity profile and reduced its dependence on related-party funding arrangements. Management believes the capital raised provides the Company with greater flexibility to pursue expansion opportunities, including investments in power infrastructure, land acquisition opportunities, AI and HPC-focused data center development projects, deposits on long lead-time equipment and other strategic initiatives. As a result of the offering, management believes the Company is in a significantly stronger position to execute its long-term growth strategy and pursue opportunities that may not have been available prior to the offering and will be adequate to meet the Company’s obligations and planned expenditures for the foreseeable future.
The Company’s execution of its AI/HPC infrastructure strategy, including the development, construction and commissioning of the CLT-01 Campus, is expected to require capital significantly in excess of the net proceeds from the June 2026 public offering and the Company’s current cash on hand. Development of a purpose-built AI/HPC campus of the type the Company is pursuing at CLT-01 typically requires substantial investment in land, power delivery, buildings, mechanical, electrical and cooling systems and IT infrastructure, in addition to deposits and progress payments on long lead-time equipment, working capital, interest during construction and other financing-related costs. The Company currently expects to fund these requirements through a combination of customer deposits, prepayments and other security under long-term customer contracts; project-level and asset-level debt financing; additional equity or equity-linked issuances, subject to any applicable contractual lock-up and blackout restrictions; and cash on hand. There can be no assurance that the Company will be able to obtain any of these sources of financing on acceptable terms or at all, and the Company’s ability to do so will depend on capital markets conditions, project-specific execution risk, counterparty performance and other factors, some of which are outside the Company’s control. A failure to obtain adequate financing on acceptable terms could delay, scale back or prevent the Company’s planned AI/HPC development activities.
Cash Flows:
Comparison of Cash Flows for the Six Months Ended June 30, 2026 and 2025
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash and cash equivalents, beginning of year | $ | 15,265 | $ | 131,107 | ||||
| Net cash and cash equivalents provided by (used in): | ||||||||
| Operating activities | (4,671,807 | ) | (989,281 | ) | ||||
| Investing activities | (946,786 | ) | 1,128,146 | |||||
| Financing activities | 58,387,838 | (268,515 | ) | |||||
| Cash and cash equivalents, end of the period | $ | 52,784,510 | $ | 1,457 | ||||
Cash and cash equivalents was $52.8 million as of June 30, 2026, compared to less than $0.01 million as of June 30, 2025, an increase of approximately $52.8 million. The increase reflected the net impact of the following cash flow activities:
Operating activities. Net cash used in operating activities was $4.7 million for the six months ended June 30, 2026, compared to net cash used in operating activities of $1.0 million for the six months ended June 30, 2025, an increase of $3.7 million. The majority of cash used in operating activities was due to decreases in accounts payable and contract liabilities of $1.5 million and $2.3 million, respectively, in addition to an increase in accounts receivable by $0.3 million during the period. Although the Company recorded a net loss of $3.8 million in the current period compared to net loss of $0.1 million in the prior-year period, cash flows used in operating activities was offset by an increase of $2.0 million in other current liabilities as well as benefited from approximately $0.7 million of non-cash consulting and advisory share consideration recorded in connection with the Business Combination.
Investing activities. There was $1.0 million in cash used in investing activities for the six months ended June 30, 2026, compared to net cash provided by investing activities of $1.1 million for the six months ended June 30, 2025. Cash used in the current period is due to $1.2 million refundable deposit related to the proposed Minnesota development site offset by cash of $0.3 million provided by the cash acquired in reverse merger. In addition, the Company incurred approximately $0.4 million of construction-in-progress additions that remained unpaid as of June 30, 2026 and therefore were not reflected as investing cash outflows during the period. The prior period reflected $1.0 million in proceeds from a related party loan receivable as well as $0.1 million of proceeds from the sale of assets previously classified as held for sale.
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Financing activities. Net cash provided by financing activities was $58.4 million for the six months ended June 30, 2026, compared to net cash used in financing activities of $0.3 million for the six months ended June 30, 2025. Net cash provided by financing activities during the six months ended June 30, 2026 was attributable to $59.0 million in net proceeds received from the Company’s June 2026 public offering, partially offset by $0.6 million repayments of consideration payable. The prior-year period reflected $1.4 million of distributions, partially offset by $1.2 million of contributions.
Related-Party Transactions
We engage in various transactions with related parties in the ordinary course of business. During the reporting periods, the Company reimbursed an affiliate for administrative and operational expenses incurred on its behalf. The Company also maintained a loan receivable from VCV Digital Infrastructure Holdings LLC (“VCV DIH”), which is under common ownership with the Company and is therefore a related party. The loan was used to support surety bond and letter of credit requirements and is non-interest-bearing. Management believes the loan is fully collectible based on the collateral structure and the financial condition of the borrower. In addition, a subsidiary of VCV DIH, Blue Ridge Digital Mining LLC, is a customer of the Company’s hosting operations, and VCV DIH maintains the surety bond supporting certain obligations under the Company’s Energy Services Agreement.
The Company also has receivables from and payables to other affiliated entities arising from operational activities. These balances are expected to be settled in the ordinary course of business.
During the six months ended June 30, 2026, the Company also entered into a non-binding arrangement with a related party regarding a potential AI/HPC data center development site in Minnesota and paid a refundable land deposit of $1.2 million. No definitive acquisition, lease or development agreements had been executed as of June 30, 2026, and the deposit is reflected in prepaid expenses and other current assets. VCV Minnesota is owned by Tiger Cloud LLC (“Tiger Cloud”), which is a significant shareholder of the Company, beneficially owning approximately 19.9% of the Company’s outstanding common stock as of August 13, 2026. The Company continues to evaluate the opportunity and negotiate potential definitive agreements with the related party.
Management monitors related-party balances and transactions to ensure transparency and compliance with applicable accounting standards. All related-party transactions are disclosed in the condensed consolidated financial statements and are reviewed periodically for appropriateness and collectability.
Recently Issued and Proposed Accounting Pronouncements
For information on new accounting pronouncements and the impact of these pronouncements on our condensed consolidated financial statements, see Note 2 – “Summary of Significant Accounting Policies” in the notes to our condensed consolidated financial statements.
Critical Accounting Estimates
We describe our most significant accounting policies in Note 2, “Summary of Significant Accounting Policies” in the notes to the condensed consolidated financial statements. We have identified the policies below as those that require significant judgments, assumptions and estimates and that have a significant impact on our financial condition and results of operations. These policies are considered critical because they may result in fluctuations in our reported results from period to period due to the significant judgments, estimates and assumptions about complex and inherently uncertain matters, and because the use of different judgments, assumptions or estimates could have a material impact on our financial condition or results of operations. We evaluate our critical accounting estimates on an ongoing basis and update them as appropriate based on changing conditions.
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Utility True-Up Adjustment
The Company procures electricity through a local utility provider and is subject to an annual true-up process that reconciles estimated energy costs with actual consumption and final rates. Management must estimate the true-up accrual at each reporting period, which directly impacts cost of revenues. This estimate involves significant judgment, particularly in forecasting usage patterns, rate changes and the timing of adjustments.
Emerging Growth Company and Smaller Reporting Company Status
As an emerging growth company under the JOBS Act, we can take advantage of an extended transition period for complying with new or revised accounting standards. We have elected to avail ourselves of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we may adopt the new or revised standard at the time private companies adopt it, until such time that we either irrevocably elect to opt out of the extended transition period or no longer qualify as an emerging growth company. We may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for private companies.
Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, or (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of CEO compensation to median employee compensation. We will continue to remain an emerging growth company until the earliest of: (i) the last day of the fiscal year following the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement; (ii) the last day of the fiscal year in which our total annual gross revenue is equal to or more than $1.235 billion; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer as defined in Rule 12b-2 under the Exchange Act.
We are also a smaller reporting company as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies for so long as our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective due to two material weaknesses that have been identified by management. Specifically, it was determined that we had inadequate segregation of duties within accounting processes due to limited personnel and we had insufficient written policies and procedures for accounting, IT and financial reporting and record keeping. Following the completion of the Business Combination in March 2026, management has begun to address these issues. Management, with the oversight of the Board of Directors, is committed to remediating the material weaknesses described above and has implemented, and continues to implement, measures designed to strengthen the Company’s internal control over financial reporting.
During the period, and following the completion of the Business Combination in March 2026, the Company:
| ● | Implemented Procore, a project and construction cost-management system, to standardize the capture, approval, and documentation of project and capital-expenditure activity and to establish a consistent audit trail; |
| ● | Drafted and implemented a formal procurement policy governing the authorization, approval, and documentation of purchasing activity; |
| ● | Drafted and implemented a formal capital-expenditure policy establishing authorization thresholds, approval requirements, and supporting-documentation standards; |
| ● | Hired a Vice President, Finance–Operations to oversee operational finance and support the design and operation of financial reporting controls; and |
| ● | Expanded the Company’s shared-services team, enabling a meaningful improvement in the segregation of incompatible duties across accounting processes; |
Subsequent to June 30, 2026, the Company has also taken, or is in the process of taking, the following additional actions:
| ● | Commenced implementation of Brex as its corporate spend-management and expense platform, which, when fully deployed, will introduce system-enforced approval workflows and role-based access over disbursements; and |
| ● | Initiated recruitment for a Vice President, Finance / Corporate Controller to further strengthen the Company’s accounting and financial reporting function. |
The Company expects to continue enhancing its written policies and procedures and to further build out its finance and accounting personnel as it executes its growth strategy. While remediation activities have been implemented and management believes significant progress has been made; the controls have not operated for a sufficient period of time for management to conclude that the material weakness has been fully remediated as of June 30, 2026.
Changes in Internal Control Over Financial Reporting
During the quarter ended June 30, 2026, management implemented several remediation measures designed to address the material weaknesses in internal control over financial reporting described above, including the implementation of Procore, the adoption of procurement and capital expenditure policies, the hiring of a Vice President, Finance-Operations, and the expansion of the Company’s shared-services team to improve segregation of duties. While management believes these actions strengthen the Company’s internal control environment, the controls have not operated for a sufficient period to conclude that the material weaknesses have been fully remediated as of June 30, 2026. Other than these remediation activities, there were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
Securities Class Actions
Signing Day Sports, Inc. (“SGN”), a subsidiary of the Company, has been named as one of numerous issuer defendants in three putative securities class actions filed in the Supreme Court of the State of New York, New York County: Patrick Shane Johnson, et al. v. SYLA Technologies Co., Ltd., et al., Index No. 153671/2026, filed on March 24, 2026 (the “Johnson Action”); Leyber Gabriel Briones, et al. v. SYLA Technologies Co., Ltd., et al., Index No. 154747/2026, filed on April 13, 2026 (the “Briones Action”); and Damond Morales, et al. v. SYLA Technologies Co., Ltd., et al., Index No. 159271/2026, filed on July 23, 2026 (the “Morales Action” and, collectively with the Johnson Action and Briones Action, the “Actions”).
The Actions were brought on behalf of putative classes of investors who invested in, or made investments traceable to, the initial public offerings of numerous issuers, including SGN. The complaints generally allege that the issuer defendants and their underwriters violated Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 by failing to disclose an alleged coordinated pattern of market manipulation involving numerous nano-cap and micro-cap companies. The complaints do not contain specific factual allegations of wrongdoing by SGN. Plaintiffs seek unspecified compensatory damages, rescission or rescissory damages, costs and expenses, and equitable or injunctive relief.
As of the date of this report, SGN has not been served in the Johnson Action or the Briones Action. Plaintiffs in the Morales Action have purportedly served SGN with a summons and complaint, and SGN intends to seek dismissal of the Morales Action as against it. If served in the Johnson Action or Briones Action, SGN intends to vigorously defend against the claims.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5.
Departure of Chief Operating Officer
On August 11, 2026, Eyal Rozen, Chief Operating Officer of the Company, notified the Company of his decision to resign from his position as Chief Operating Officer, effective August 14, 2026.
In connection with Mr. Rozen's departure, the Company and Mr. Rozen expect to enter into a separation agreement (the "Separation Agreement"). Pursuant to the Separation Agreement, Mr. Rozen will be entitled to receive (i) his base salary through the termination date, (ii) reimbursement of unreimbursed business expenses, and (iii) three months of salary continuation at his current base salary rate, payable in accordance with the Company's regular payroll schedule. The foregoing separation payments and benefits are conditioned upon Mr. Rozen's execution and non-revocation of a general release of claims against the Company and his continued compliance with non-disparagement, non-competition, non-solicitation, and confidentiality obligations set forth therein. The Separation Agreement will be governed by New York law.
Once executed, the Separation Agreement will be subject to a seven-day rescission period.
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Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this report:
| * | Furnished herewith |
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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 thereunto duly authorized.
| Date: August 13, 2026 | AIB Data Centers Inc. | ||
| By: | /s/ Jerry Tang | ||
| Name: | Jerry Tang | ||
| Title: | Chief Executive Officer | ||
| (Principal Executive Officer) | |||
| By: | /s/ Jolienne Halisky | ||
| Name: | Jolienne Halisky | ||
| Title: | Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | |||
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Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jerry Tang, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of AIB Data Centers Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 13, 2026 | |
| /s/ Jerry Tang | |
| Jerry Tang | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jolienne Halisky, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of AIB Data Centers Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 13, 2026 | |
| /s/ Jolienne Halisky | |
| Jolienne Halisky | |
| Chief Financial Officer | |
| (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of AIB Data Centers Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2026, as filed with the Securities and Exchange Commission (the “Report”), I, Jerry Tang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: August 13, 2026 | |
| /s/ Jerry Tang | |
| Jerry Tang | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of AIB Data Centers Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2026, as filed with the Securities and Exchange Commission (the “Report”), I, Jolienne Halisky, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: August 13, 2026 | |
| /s/ Jolienne Halisky | |
| Jolienne Halisky | |
| Chief Financial Officer | |
| (Principal Financial Officer) |