UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1617, 2026

BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-43194	39-2631241
(State or other jurisdiction	(Commission File Number)	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)		Identification No.)

1540 Broadway, Ste 1010 New York, New York		10036
1540 Broadway, Ste 1010, New York, New York		10036
(Address of principal executive offices)		(Zip Code)

(646) 493-2993 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

(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))

☐	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 ☒

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. ☐

Item 58.0701 ~~Submission~~Other ~~of Matters to a Vote of Security Holders.~~Events

OnAs previously disclosed, on June 168, 2026, BlockchAIn Digital Infrastructure, Inc., a Delaware corporation (the “Company”) ~~held~~ closed its ~~2026~~public ~~Annual~~offering ~~Meeting of Stockholders~~ (the “~~Annual Meeting~~Offering”)~~. The holders~~ of 2733,~~788~~333,~~514~~334 shares of the Company’s Common Stock, orpar ~~approximately~~value 73$0.~~81%~~0001 of (the ~~outstanding shares entitled to vote as of the record date~~“Common ~~for the Annual Meeting~~Stock”), ~~were represented~~ at ~~the~~a ~~Annual~~public ~~Meeting~~offering inprice ~~person~~of or$1.65 byper ~~proxy~~share. At Under the ~~Annual~~terms ~~Meeting,~~of the ~~Company’s stockholders~~Underwriting ~~voted~~Agreement, onwe ~~two~~granted ~~proposals~~Lucid Capital Markets, ~~each~~LLC of(“Lucid”) ~~which~~an isoption, ~~described~~exercisable infor ~~more~~45 ~~detail~~days infollowing the ~~Company’s~~closing ~~definitive~~of ~~proxy statement on Schedule 14A as filed with~~ the ~~U.S.~~Offering, ~~Securities~~to ~~and~~purchase ~~Exchange~~up ~~Commission~~to onan ~~April 29~~additional 4,999,999 ~~2026.~~shares ~~The~~of ~~following~~Common isStock aat ~~brief~~the ~~description~~public ofoffering ~~each~~price ~~matter~~less ~~voted upon~~the ~~and~~underwriting ~~the~~discounts ~~final~~and ~~voting~~commissions ~~results~~to ~~for~~cover ~~each~~over-allotments, if ~~matter~~any.

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 at a public offering price of $1.65 ~~Election~~per share less the underwriting discount, generating additional net proceeds of ~~Directors~~$7,754,998.45, after deducting underwriting discounts and commissions.

~~Stockholders elected~~On June 17, 2026, the Company’s ~~two~~issued ~~nominees~~to ~~for~~Lucid ~~Class~~and Iits ~~directors~~designees ~~each~~warrants to ~~serve~~purchase ~~for~~an aaggregate ~~term~~of 200,000 shares of ~~three~~Common ~~years~~Stock or(the “Representative ~~until~~Warrants”). ~~their~~The ~~respective~~Representative ~~successor~~Warrants isare immediately exercisable upon issuance at an exercise price of ~~duly~~$1.815 ~~elected~~per ~~and~~share ~~qualified~~until June 5, 2031.

	For	Against	Abstain	Broker Non-Votes
Daniel Nelson	26,608,142.	0	11,115	0
Hongfei Zhang	26,585,005	0	34,215	0

On June 18, 2026, the Company issued a press release announcing the closing of the over-allotment, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

2Item 9.01 ~~Ratification~~Financial ~~of Auditors~~Statements and Exhibits.

~~Stockholders ratified~~(d) the appointment of Carr, Riggs & Ingram, L.L.C. to serve as the Company’s independent registered public accounting firm for the fiscal years ending December 31, 2025 and 2026. The voting results were as follows:Exhibits

For	Against	Abstain	Broker Non- Votes
Exhibit No.	Description of Exhibit
27,782,849	4,063	1,602	N/A
99.1	Press Release, dated June 18, 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: June 17, 2026	BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC.
Date: June 18, 2026	BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC.
	/s/ Jolienne Halisky
	/s/ Jerry Tang
	Name:	~~Jolienne~~Jerry ~~Halisky~~Tang
	Title:	Chief ~~Financial~~Executive Officer and President

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