Business Context and Reporting Period
Company: Blockchain Digital Infrastructure, Inc. (Ticker: AIB)
Filing Type: Form 8-K (Current Report)
Date of Report: May 27, 2026
Reporting Period: Event date May 27, 2026; Agreement signed June 1, 2026.
Context: The Company, an emerging growth company, entered into a material definitive agreement to secure long-term power for its flagship data center campus, CLT01.
Key Financial Metrics and Contract Terms
This filing details a specific contractual agreement rather than periodic financial performance. Key financial terms of the Electric Service Agreement include:
- Contract Duration: 15 years.
- Power Capacity: Up to 65,000 kilovolt-amperes (kVA) of three-phase, 34,500-volt electric power.
- Minimum Monthly Demand Charge: $400,000.
- Deferral Mechanism: $200,000 per month may accrue (without interest) until December 31, 2027, or until demand reaches 40,000 kVA, whichever occurs first.
- Infrastructure Early Termination Fee: $250,000 prepayment, credited against future power bills upon service commencement.
- Security Deposit: Equal to two months of maximum estimated billing (payable via cash, surety bond, or letter of guarantee).
- Service Commencement: Targeted for December 15, 2026.
Note: The filing does not provide current revenue, profit, cash flow, margins, total debt, or liquidity metrics for the Company.
Material Changes and Operational Impact
The primary material change is the execution of a new 15-year Electric Service Agreement replacing an existing agreement expiring September 30, 2026. This ensures no lapse in electric supply for the CLT01 campus. The agreement allows for the expansion of contracted utility load, supporting the Company's data center operations.
Guidance, Risks, and Contingencies
- Management Commentary: The Company issued a press release (Exhibit 99.1) announcing the expansion of contracted utility load at CLT-01.
- Regulatory Risk: The agreement is subject to the Utility Company's Rate Schedule I (Industrial) and Service Regulations, which may be updated by the Utility Company or applicable regulatory authorities.
- Termination Rights: Either party may terminate the agreement with at least 60 days' written notice prior to the end of the original or renewal term, or in accordance with the Rate Schedule.
- Force Majeure: The agreement contains customary force majeure provisions.
- Unusual Items: The $250,000 early termination fee is a prepayment that will be credited against future bills, representing a specific cash outflow timing adjustment.
Investor Verification Checklist
- Verify the Company's ability to fund the security deposit (two months of maximum estimated billing) and the $250,000 infrastructure fee.
- Confirm the timeline for the CLT01 campus to reach the 40,000 kVA demand threshold to trigger full payment of the minimum monthly charge.
- Review the redacted Exhibit 10.1 for specific rate schedules and potential escalation clauses not detailed in the summary.
- Assess the impact of the $400,000 monthly minimum charge on future operating cash flows once the deferral period ends.
- Monitor regulatory filings for updates to the Utility Company's Rate Schedule I that could alter pricing.