{"url_path":"/sec/aib/8-k/2026-06-10/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-10","source_url":"https://www.sec.gov/Archives/edgar/data/2070542/0001213900-26-067320-index.html","accession_number":"0001213900-26-067320","cik":"0002070542","ticker":"AIB","issuer_name":"AIB Data Centers Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2070542/0001213900-26-067320-index.html","primary_entity_key":"0002070542","primary_entity_name":"BlockchAIn Digital Infrastructure, Inc."},"word_count":674,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\n \n\nOn June\n5, 2026, BlockchAIn Digital Infrastructure, Inc., a Delaware corporation (the “Company”) entered into an underwriting agreement\n(the “Underwriting Agreement”) with Lucid Capital Markets, LLC (“Lucid”) relating to the public offering (the\n“Offering”) of 33,333,334 shares (the “Firm Shares”) of the Company’s Common Stock, par value $0.0001 (the\n“Common Stock”), at a public offering price of $1.65 per share. Under the terms of the Underwriting Agreement, we granted\nLucid an option, exercisable for 45 days following the closing of the Offering, to purchase up to an additional 4,999,999 shares of Common\nStock at the public offering price less the underwriting discounts and commissions to cover over-allotments, if any.\n\n \n\nOn June\n8, 2026, the Company closed the Offering and issued the Firm Shares for aggregate net proceeds of approximately $51.4 million, after deducting\nunderwriting discounts and commissions and Offering expenses. The Company intends to use the net proceeds from the Offering for working\ncapital, capital expenditures relating to growing its business, and general corporate purposes.\n\n \n\nThe\nFirm Shares were offered, issued and sold pursuant to a registration statement on Form S-1 (File No. 333-296413) and the preliminary\nprospectus contained therein, which was initially filed with the Securities and Exchange Commission\n(“SEC”) on June 2, 2026 and declared effective by the SEC on June 4, 2026 (collectively, the “Registration\nStatement”). A final prospectus relating to the Offering was filed with the SEC on June 8, 2026.\n\n \n\nUnder\nthe terms of the Underwriting Agreement, Lucid received an underwriting discount of 6.0% of the gross proceeds received in the Offering.\nIn addition, the Company reimbursed Lucid for certain of its expenses in an amount not to exceed $100,000 in the aggregate. On June 8,\n2026, in connection with the closing of the Offering, the Company issued to Lucid and its designees warrants to purchase an aggregate\nof 1,333,333 shares of Common Stock (the “Representative Warrants”). The Representative Warrants are immediately exercisable\nupon issuance at an exercise price of $1.815 per share for a period of five (5) years from the commencement of sales of the Offering.\n\n \n\nOn\nJune 5, 2026, the Company and each of its officers, directors and holders of 5% or more of the Common Stock and Common Stock equivalents\non a fully-diluted basis entered into lock-up agreements (“Lock-Up Agreements”), pursuant to which they agreed to be subject\nto a lock-up period of 90 days following the closing of the Offering. Lucid may, in its sole discretion and without notice, waive the\nterms of any of these Lock-Up Agreements. \n\n \n\nPursuant\nto the Underwriting Agreement, the Company has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed\nissuance of, any shares of Common Stock or Common Stock equivalents or file any registration statement or any amendment or supplement\nthereto for a period of ninety (90) days following the closing date of the Offering, subject to certain exceptions. The Company also\nagreed not to enter into specified Variable Rate Transactions (as defined in the Underwriting Agreement) for a period of one hundred and\neighty (180) days following the closing date of the Offering, subject to certain specified exceptions.\n\n \n\nThe Underwriting\nAgreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification\nobligations of the Company and Lucid, including for liabilities under the Securities Act of 1933, as amended, other obligations of the\nparties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only\nfor purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and were subject\nto limitations agreed upon by the contracting parties.\n\n \n\nThe\nforegoing summary of each of the Underwriting Agreement, the form of Representative Warrant, and the form of Lock-Up Agreement is qualified\nin its entirety by reference to the Underwriting Agreement, the form of Representative Warrant and the form of Lock-Up Agreement attached\nas Exhibits 1.1, 4.1 and 10.1 hereto, respectively, which are incorporated herein by reference."}