BlockchAIn Digital Infrastructure美股招股说明书(2026-06-08版)

BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC. 33,333,334 Shares of Common Stock This is a firm commitment public offering (the “Offering”) of 33,333,334 shares of common stock, par value $0.0001 pershare (“common stock” or “Common Stock”) of BlockchAIn Digital Infrastructure, Inc. at the public offering price of $1.65 per share,for gross aggregate proceeds of $55,000,001.10. Our common stock is listed on the NYSE American under the symbol “AIB.” On June 4, 2026, the last reported sale price ofour common stock was $2.05 per share. The public offering price per share of common stock sold in this Offering of $1.65 wasdetermined between us and the representative of the underwriters based on market conditions at the time of pricing and is a discount tothe current market price. The securities in this Offering will be offered at a fixed price of $1.65 per share and will be issued in a singleclosing. You should read this prospectus and any prospectus supplement, together with additional information described under“Where You Can Find More Information,” carefully before you invest in any of our securities. We are an “emerging growth company” as defined by the Jumpstart Our Business Startups Act of 2012, and as such, we haveelected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Risk Factors– As an emerging growth company, BlockchAIn cannot be certain if the reduced disclosure requirements applicable to emerginggrowth companies will make BlockchAIn common stock less attractive to investors.” Investing in our securities is speculative and involves a high degree of risk. You should carefully consider the riskfactors beginning on page 9 of this prospectus before purchasing our securities. Public offering price Underwriting discounts and commissions (6.0%)(1) Proceeds to us, before expenses (1)We have agreed to issue the representative of the underwriters, at the closing of this offering, common stock purchase warrants(“Representative Warrants”) to purchase the number of shares of common stock equal to 4% of the aggregate number of shares ofcommon stock sold in this offering, including any shares sold upon exercise of the underwriters’ option. In addition, we haveagreed to reimburse the representative for certain expenses in connection with this offering. See“Underwriting.” We have granted the underwriters a 45-day option to purchase up to an aggregate of 4,999,999 shares of our common stock tocover over-allotments, if any. If the underwriters exercise the option in full, the total underwriting discounts and commissions payableby us will be approximately $3,794,999.97 and the total proceeds to us, before expenses, will be approximately $59,454,999.48. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The underwriters expect to deliver the securities against payment on or about June 8, 2026, subject to the satisfaction ofcustomary closing conditions. Lucid Capital Markets The date of this prospectus is June 5, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1THE OFFERING7RISK FACTORS9MARKET AND INDUSTRY DATA37USE OF PROCEEDS38CAPITALIZATION39DILUTION40MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY41MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS42BUSINESS55MANAGEMENT65EXECUTIVE AND DIRECTOR COMPENSATION70CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS72PRINCIPAL SECURITYHOLDERS75UNDERWRITING76DESCRIPTION OF SECURITIES79LEGAL MATTERS86EXPERTS86WHERE YOU CAN FIND MORE INFORMATION86INDEX TO FINANCIAL STATEMENTSF-1PARTII - INFORMATION NOT REQUIRED IN PROSPECTUSSIGNATURES ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the U.S. Securities and ExchangeCommission (the “SEC”). You should carefully read this prospectus and any prospectus supplement, as well as additional informationdescribed under “Where You Can Find More Information,” before deciding to invest in our securities. We have not, and the underwriters have not, authorized anyone to provide any information or to make any representationsother than those contained in this prospectus prepared by or on behalf of us or to which we have referred you. We take noresponsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectusis an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. Theinformation contained in this prospectus is current only as of its date, regardless of its time of delivery or any sale of our securities.Our business, financial condition, results of operations and pros