AIB 10-K & 10-Q changes, risk factors and insider trading

Effective June 25, 2026, the Company changed its corporate name from BlockchAIn Digital Infrastructure, Inc. to AIB Data Centers Inc.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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