Form 8-K

8-K — BlockchAIn Digital Infrastructure, Inc.

Accession: 0001213900-26-035733

Filed: 2026-03-27

Period: 2026-03-24

CIK: 0002070542

SIC: 6221 ()

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0283263-8k_blockchain.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED MARCH 24, 2026 (ea028326301ex99-1.htm)

GRAPHIC (ea028326301_ex99-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0283263-8k_blockchain.htm · Sequence: 1

false

0002070542

2026-03-24

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): March 24, 2026

BLOCKCHAIN

DIGITAL INFRASTRUCTURE, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-43194

39-2631241

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

1540

Broadway, Ste 1010, New York, New York

10036

(Address

of principal executive offices)

(Zip

Code)

(917)

558-3563

(Registrant’s

telephone number, including area code)

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.0001 par value per share

AIB

NYSE

American LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2

of the Securities Exchange Act of 1934.

Emerging

Growth Company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

March 24, 2026, BlockchAIn Digital Infrastructure, Inc. (the “Company”) issued a press release announcing the release

of a shareholder letter from its Chief Executive Officer providing an update on the Company’s operation, strategy and recent developments

following its public listing. A copy of the press release is being furnished as Exhibit 99.1 of this Current Report on Form 8-K.

The

information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed

to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item

9.01 Financial Statements and Exhibits.

(d)

List of Exhibits

Exhibit

No.

Description

of Exhibit

99.1

Press

Release, dated March 24, 2026.

104

Cover

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

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

Date:

March 27, 2026

BLOCKCHAIN

DIGITAL INFRASTRUCTURE, INC.

/s/

Jerry Tang

Name:

Jerry Tang

Title:

Chief Executive Officer and President

EX-99.1 — PRESS RELEASE, DATED MARCH 24, 2026

EX-99.1

Filename: ea028326301ex99-1.htm · Sequence: 2

Exhibit 99.1

BlockchAIn Issues Shareholder Letter Highlighting

Recent Progress Following Public Listing

Existing 40 MW Operating Data Center Provides

Current Revenue Base as Company Advances Growth Plan

Collaboration with Super Micro and PDM along

with Modular Deployment Strategy Strengthen BlockchAIn’s Ability to Deliver AI-Ready Capacity at Speed and Scale

Recent 20 MW and 5 MW Letters of Intent Highlight

More Than $500 Million in Expected Initial Contract Value Upon Execution of Definitive Agreements

Company Prepares to Report FY2025 Earnings and

File Form 10-K

NEW YORK, NY, March 24, 2026 — BlockchAIn

Digital Infrastructure, Inc. (NYSE American: AIB) (“BlockchAIn” or the “Company”), a developer and operator of

digital infrastructure focused on artificial intelligence (“AI”) and high-performance computing (“HPC”) workloads,

today issued a letter to shareholders from Jerry Tang, Chief Executive Officer.

Dear Shareholders,

With our public listing now complete, our focus

is clear: execute against our strategy as a public company and continue building BlockchAIn into a scalable digital infrastructure platform

purpose-built for artificial intelligence (“AI”) and high-performance computing (“HPC”) workloads.

Over the past several weeks, we announced a number

of developments that underscore where BlockchAIn stands today and where we are headed next. These milestones reflect a company with an

existing operating foundation, growing commercial momentum, and a strategy centered on power, infrastructure, and disciplined execution.

Operating Foundation and Public Company Positioning

BlockchAIn enters this next phase with an existing

40 MW operating data center campus in South Carolina that generated approximately $22.9 million in revenue and approximately $5.7 million

in net income in 2024. This operating base is important because it shows that BlockchAIn is building from an established foundation as

it pursues the broader opportunity in AI and HPC infrastructure.

It is also important to be clear about what BlockchAIn

is and what it is not. Our focus is on digital infrastructure, specifically developing and operating hosting capacity for AI, HPC, and

other data-intensive workloads. Our model is centered on securing reliable power, deploying infrastructure efficiently, and providing

customers with the environment they need to operate compute hardware at scale.

Recent Commercial Progress

We recently announced a non-binding letter of

intent for a 5 MW AI infrastructure deployment with an international private equity firm. Upon execution of a definitive agreement, this

project is expected to represent more than $100 million in total contract value over the initial 10-year term, with additional upside

through renewal periods.

We also announced a second non-binding letter

of intent for a 20 MW build-to-suit data center lease with a global cloud infrastructure provider in the Southeastern U.S. Upon execution

of definitive documentation, this project is expected to represent more than $400 million in total contract value over the initial 10-year

lease term, with further upside if renewal options are exercised.

Taken together, these two LOIs represent 25 MW

of prospective AI and HPC capacity and more than $500 million in expected initial contract value if definitive agreements are executed.

We believe these opportunities reinforce the model we are building, centered on growing demand for AI-ready infrastructure (subject to

execution of definitive agreements), the strategic value of access to power, and the ability to advance revenue-generating deployments

through a modular, execution-focused approach. These opportunities are not reflected in current revenue and are subject to execution and

customer commitment risks, among other risks.

Infrastructure Strategy and Strategic Collaborations

Beyond these commercial opportunities, we have

continued to strengthen the infrastructure foundation that supports our growth strategy.

Our collaboration with Super Micro Computer, Inc.,

is designed to improve access to high-density AI data center hardware and support a more integrated customer offering. By aligning infrastructure

development with access to enterprise-grade compute hardware, we believe we can bring capacity online faster, reduce procurement friction,

and better serve AI-focused customers.

We also recently highlighted our modular AI data

center strategy and strategic collaboration with Power and Data Management LLC. This relationship enhances access to critical electrical

infrastructure, including transformers, switchgear, and other power distribution equipment that are essential to scaling digital infrastructure

in today’s constrained supply environment.

Taken together, these initiatives reinforce our

development model of pairing access to power, modular deployment, and supply chain readiness to bring digital infrastructure capacity

online efficiently.

Looking Ahead

As we move forward as a public company, our priorities

are clear: execute on our commercial opportunities, communicate consistently with investors, and build BlockchAIn with discipline. As

of the date of this letter, the Company has 37,629,058 shares outstanding, of which approximately 4.4 million are currently freely trading.

In the near term, we are focused on advancing

our announced opportunities, working toward definitive agreements where appropriate, and providing investors with additional detail through

our upcoming FY2025 earnings results. Following earnings, we also plan to host a virtual webinar to provide a deeper review of the business,

recent developments, and our strategic priorities going forward.

We believe BlockchAIn is well positioned to benefit

from growing demand for AI infrastructure, particularly at a time when access to power, electrical equipment, and deployment-ready capacity

remains constrained. Our objective is to convert these market conditions into a disciplined, repeatable hosting and infrastructure model

for AI and HPC workloads that supports long-term shareholder value creation.

We appreciate the continued support of our shareholders

as we begin this next chapter as a public company, and I look forward to updating you further in the weeks ahead.

Sincerely,

Jerry Tang

Chief Executive Officer

About BlockchAIn

BlockchAIn is a developer and operator of digital

infrastructure focused on AI hosting and high-performance computing workloads. The Company’s platform combines access to reliable,

scalable power resources with modular infrastructure deployment designed to accelerate the development of next-generation compute capacity.

For more information, visit https://oneblockchain.ai

Forward-Looking Statements

This press release contains “forward-looking statements”

that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press

release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words

such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,”

“intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project”

or “continue” or the negative of these terms or other comparable terminology and include, but are not limited to, statements

regarding the anticipated benefits of the recently completed business combination with Signing Day Sports, Inc. These statements are only

predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties,

and other factors, including without limitation, the ability to integrate the respective businesses into a combined publicly listed company

post-merger, obtain sufficient funding to maintain operations and develop additional services and offerings, market acceptance of the

parties’ current products and services and planned offerings, competition from existing or new offerings that may emerge, impacts

from strategic changes to the parties’ business on net sales, revenues, income from continuing operations, or other results of operations,

the parties’ ability to attract new users and customers, the parties’ ability to retain or obtain intellectual property rights,

the parties’ ability to adequately support future growth, the parties’ ability to comply with user data privacy laws and other

current or anticipated legal requirements, the parties’ ability to attract and retain key personnel to manage their business effectively,

and the risk that non-binding letters of intent may not result in definitive documentation. These risks, uncertainties and other factors

are described more fully in the section titled “Risk Factors” of the Registration Statement and in the Proxy Statement/Prospectus

(as defined below) that was publicly filed with the SEC relating to the recently completed business combination with Signing Day Sports,

Inc. These risks, uncertainties and other factors are, in some cases, beyond the parties’ control and could materially affect results.

If one or more of these risks, uncertainties or other factors become applicable, or if these underlying assumptions prove to be incorrect,

actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking

statement is a guarantee of future performance. All subsequent written and oral forward-looking statements concerning BlockchAIn,

or any of their affiliates, or other matters and attributable to BlockchAIn, any of their affiliates, or any person acting on their behalf

are expressly qualified in their entirety by the cautionary statements above. Forward-looking statements contained in this announcement

are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

Additional Information and Where to Find It

We file periodic reports on Forms 10-K, 10-Q, 8-K, and other filings

with the SEC, which may be obtained free of charge at the SEC website at www.sec.gov. In addition, investors and security holders

may obtain free copies of the documents filed with the SEC by BlockchAIn by directing a written request to: Blockchain Digital Infrastructure,

Inc., 1540 Broadway, Ste 1010, New York, NY 10036.

Investor Relations

Chris Tyson

Executive Vice President

MZ Group - MZ North America

Phone: (949) 491-8235

AIB@mzgroup.us

www.mzgroup.us

GRAPHIC

Filename: ea028326301_ex99-1img1.jpg · Sequence: 3

Binary file (7321 bytes)

Download ea028326301_ex99-1img1.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Mar. 24, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Mar. 24, 2026

Entity File Number

001-43194

Entity Registrant Name

BLOCKCHAIN

DIGITAL INFRASTRUCTURE, INC.

Entity Central Index Key

0002070542

Entity Tax Identification Number

39-2631241

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1540

Broadway

Entity Address, Address Line Two

Ste 1010

Entity Address, City or Town

New York

Entity Address, State or Province

Entity Address, Postal Zip Code

10036

City Area Code

917

Local Phone Number

558-3563

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, $0.0001 par value per share

Trading Symbol

AIB

Security Exchange Name

NYSEAMER

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration