Opening the filing
8-K
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 1.01 — Entry into a Material Definitive Agreement.
On September 4, 2026, AIB Data Centers Inc.
(the “Company”) entered into two interdependent definitive agreements to acquire certain real property and related assets located in Texas, comprising approximately 29.385 acres for development as a data center site (the “Transaction”)
with an existing 15 MW of primary electric service on Property A and up to 40 MW of primary electric service to be delivered to Property B upon the date that the facilities are placed in service. The Transaction is structured as two linked, concurrently closing components and the aggregate consideration for the Transaction is approximately $17,225,400.
Purchase and Sale Agreement (the “PSA”)
The Company entered into a Purchase and Sale Agreement, dated September 4, 2026, with a local seller (“Seller A”), pursuant to which the Company agreed to acquire approximately 5.00 acres of real property located in Texas (“Property A”), together with all improvements, easements, mineral, oil and gas rights, water rights, and related interests, for a purchase price of $8,250,000 payable in cash at closing. Property A is currently served by an existing Facilities Extension Agreement with a local utility provider (the “Utility Company”) providing 15 MW of primary electric service. There are no material relationships between the Company and Seller A other than with respect to the Purchase and Sale Agreement.
Membership Interest Purchase Agreement (the “MIPA”)
Concurrently with the PSA, the Company entered into a Membership Interest Purchase Agreement, dated September 4, 2026, with another local seller (Seller B”), pursuant to which the Company agreed to acquire 100% of the interests in a Delaware limited liability company, which has the right to acquire fee simple title to approximately 24.385 acres of adjacent real property in Texas (“Property B”). There are no material relationships between the Company and Seller B other than with respect to the Membership Interest Purchase Agreement.
The purchase price under the MIPA is $8,975,400, of which $2,975,400 is payable at closing and $6,000,000 (the “Deferred Payment”) is payable to Seller B on the date that the Utility Company places the Property B facilities in service (the “Release Date”). The Deferred Payment is secured by an irrevocable standby letter of credit issued by JPMorgan Chase Bank, N.A. in the amount of $6,000,000 for the benefit of Seller B. If the Release Date has not occurred on or prior to December 31, 2028, the Company may substitute a parent guaranty for the letter of credit, subject to certain creditworthiness requirements. Property B is supported by a Facilities Extension Agreement with the Utility Company (the “Property B FEA”) providing for 40 MW of primary electric service. Performance security under the Property B FEA is supported by a separate irrevocable standby letter of credit issued by JPMorgan Chase Bank, N.A. in the amount of $1,754,640 for the benefit of the Utility Company.
The foregoing descriptions of the PSA and the MIPA do not purport to be complete and are qualified in their entirety by reference to the redacted text of such agreements, copies of which are filed (with certain portions redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K) as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.01 — Completion of Acquisition or Disposition of Assets.
Item 2.03 — Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
In connection with the Transaction described under
Item 1.01 of this Current Report on Form 8-K, which description is incorporated herein by reference, on September 11, 2026, the Company incurred the following obligations:
Deferred Payment Obligation
Pursuant to the MIPA, the Company is obligated to pay to Seller B a deferred purchase price installment of $6,000,000 (the “Deferred Payment”) on the date that the Utility Company places the Property B facilities in service (the “Release Date”). If the Release Date has not occurred on or prior to December 31, 2028, the Company may, subject to certain creditworthiness requirements, substitute a parent guaranty for the letter of credit described below.
Standby Letters of Credit
At Closing, the Company caused JPMorgan Chase Bank, N.A. to issue two irrevocable standby letters of credit: (i) a $6,000,000 letter of credit for the benefit of Seller B securing the Deferred Payment, drawable upon, among other things, failure to pay the Deferred Payment when due or certain bankruptcy-related events;
and (ii) a $1,754,640 letter of credit for the benefit of the Utility Company securing performance obligations under the Facilities Extension Agreement for 40 MW of primary electric service to Property B. Each letter of credit expires on August 30, 2027 and renews automatically for successive twelve-month periods. The aggregate face amount of the two letters of credit is $7,754,640. If drawn, the Company would be obligated to reimburse JPMorgan Chase Bank, N.A. for any amounts paid thereunder.
The foregoing descriptions are qualified in their entirety by reference to the redacted text of the PSA and the MIPA, copies of which are filed (with certain portions redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K) as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Forward-Looking Statements This Current Report on Form 8-K contains “forward-looking statements”