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): June 17, 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) |
| (646) 493-2993 |
| (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 ☒
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 17, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of Blockchain Digital Infrastructure, Inc., a Delaware corporation (the “Company”), acting pursuant to the charter of the Committee, approved one-time special discretionary cash bonus awards to the following executive officers of the Company:
Jerry Tang, Chief Executive Officer — $250,000
Jolienne Halisky, Chief Financial Officer— $100,000
The awards are payable in cash following approval by the Committee. The awards recognize each executive’s contributions to the Company during the period from January 2025 through the date of approval and relate to achievements including among other things, the Company’s listing on the NYSE American, strategic repositioning toward AI and high-performance computing infrastructure, and data center pipeline development.
As previously disclosed in the Company’s registration statement on Form S-4 in connection with the business combination with Signing Day Sports, Inc., as well as the proxy statement filed by the Company with the SEC on April 29, 2026, the Company has been in the process of developing an executive compensation program appropriate for a publicly traded company that is designed to align compensation with the Company’s business objectives and the creation of stockholder value, while enabling the Company to attract, retain, incentivize and reward individuals who contribute to the long-term success of the Company. The cash bonus awards represent one component of that program. The Company expects to provide additional details regarding its executive compensation program, including any further elements of the program as they are finalized, in its future SEC filings.
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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 23, 2026 | BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC. | |
| /s/ Jerry Tang | ||
| Name: | Jerry Tang | |
| Title: | Chief Executive Officer and President | |
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