BlockchAIn Digital Infrastructure, Inc. 8-K

What Happened

• BlockchAIn Digital Infrastructure, Inc. (AIB) filed an 8-K (Mar 18, 2026) reporting the closing of a business combination that implements a new A&R Certificate of Incorporation and Bylaws, adopts governance changes approved at a March 13, 2026 special meeting, and effects management and board changes. The A&R Certificate raises authorized common shares to 1,000,000,000 and authorizes 100,000,000 preferred shares; it also imposes procedural governance changes (classified board, removal “for cause” vote threshold, meeting-only stockholder actions, Delaware Court of Chancery exclusive forum, and director authority to approve a reverse stock split).
• Upon closing, the company appointed Carr, Riggs & Ingram, LLC (CRI) as its independent registered public accounting firm for the year ending December 31, 2025, and named new directors and executive officers: Jerry Tang (CEO & President), Jolienne Halisky (CFO), Eyal Rozen (COO) and directors Hongfei Zhang, Mohammad Hasham, George Chuang and Daniel Nelson.

Key Details

• Governance: Authorized common shares increased to 1,000,000,000; up to 100,000,000 preferred shares authorized. A&R Certificate and Bylaws filed and became effective on the Closing Date.
• Management & Board: Jerry Tang appointed CEO/President; Jolienne Halisky, CFO; Eyal Rozen, COO. Board composition immediately after closing is five directors (three independent: Hongfei Zhang, Mohammad Hasham, George Chuang).
• Auditor: Carr, Riggs & Ingram, LLC appointed as independent registered public accounting firm to audit consolidated financials for year ending Dec 31, 2025.
• Equity plan & conduct code: Adopted a 2026 Equity Incentive Plan reserving 7,526,299 common shares for awards; the Board adopted a new Code of Ethics and Business Conduct (effective Mar 16, 2026).

Why It Matters

• These changes formalize the completed business combination and set the public company’s governance, leadership and audit arrangements—core items investors review after a merger.
• The governance amendments (share authorizations, classified board, limits on stockholder written consents, exclusive forum and reverse-split authority) can affect shareholder voting dynamics and corporate actions.
• New management and audit appointments identify who will run the business and who will audit the financials; the equity plan signals potential future stock-based compensation dilution (7.5M shares reserved).

For more details, the filing references the proxy statement/prospectus sections on governance, securities description and the full 2026 Plan; copies of the PubCo Charter and Bylaws are attached as Exhibits 3.1 and 3.2 to the 8-K.