BlockchAIn Digital Infrastructure, Inc.

Registration No. 333-_________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of Registrant as specified in its charter)

1540 Broadway, Ste. 1010

New York, NY 10036

Telephone: 646-493-2993

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Jerry Tang

Chief Executive Officer and President

1540 Broadway, Ste. 1010

New York, NY 10036

(646) 493-2993

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Up to 16,620,498 Shares of Common Stock

Pre-funded Warrants to purchase up to 16,620,498 Shares of Common Stock

Up to 16,620,498 Shares of Common Stock Underlying such Pre-funded Warrants

This is a firm commitment public offering (the “Offering”) of up $60,000,000, or 16,620,498 shares of common stock, par value $0.0001 per share (“common stock” or “Common Stock”) of BlockchAIn Digital Infrastructure, Inc. based upon an assumed public offering price of $3.61 per share (the last reported sale price per share of our common stock on the NYSE American LLC (the “NYSE American”) on May 28, 2026).

We are also offering to those purchasers, if any, whose purchase of shares of common stock in this Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of such purchaser, 9.99%) of our outstanding shares of common stock immediately following the consummation of this Offering, the opportunity to purchase, if the purchaser so chooses, pre-funded warrants, (the “Pre-funded Warrants”), in lieu of shares of common stock that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% (or, at the election of such purchaser, 9.99%) of our outstanding shares of common stock. Each Pre-funded Warrant will be immediately exercisable for one share of common stock and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. The purchase price of each Pre-funded Warrant will equal the price per share at which the shares of our common stock are being sold to the public in this Offering, minus $0.0001, and the exercise price of each Pre-funded Warrant will be $0.0001 per share. For each Pre-funded Warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. This Offering also includes the shares of common stock issuable upon exercise of the Pre-funded Warrants.

Our common stock is listed on the NYSE American under the symbol “AIB.” On May 28, 2026, the last reported sale price of our common stock was $3.61 per share. The actual public offering price per share of common stock sold in this Offering will be determined between us and the representative of the underwriters based on market conditions at the time of pricing and may be at a discount to the current market price. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final public offering price. The securities in this Offering will be offered at a fixed price and are expected to be issued in a single closing. In addition, there is no established public trading market for the Pre-funded Warrants and we do not expect a market to develop. We do not intend to apply for a listing of the Pre-funded Warrants on any national securities exchange or other nationally recognized trading system.

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 have elected 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 emerging growth 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 risk factors beginning on page 9 of this prospectus before purchasing our securities.

We have granted the underwriters a 45-day option to purchase up to an aggregate of 2,493,074 shares of our common stock (equal to 15% of the number of shares of common stock and/or Pre-funded Warrants sold in this offering) to cover over-allotments, if any. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be approximately $4,140,000 and the total proceeds to us, before expenses, will be approximately $___.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the securities against payment on or about June , 2026, subject to the satisfaction of customary closing conditions.

Lucid Capital Markets

The date of this prospectus is June , 2026.

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