8-K/A: Blockchain Digital Infrastructure Completes Business Combination

Blockchain Digital Infrastructure, Inc. amends its prior 8-K filing to include audited financial statements for Signing Day Sports and pro forma financial information following its business combination.

Summary

• This filing is an amendment (Form 8-K/A) to a previous report, primarily to include audited financial statements for Signing Day Sports, Inc. and pro forma financial information related to the business combination.
• The business combination involved Blockchain Digital Infrastructure, Inc., Signing Day Sports, Inc., and One Blockchain LLC, which officially closed on March 12, 2026.
• The amendment provides the audited financial statements for Signing Day Sports for the years ended December 31, 2025 and 2024.
• It also includes unaudited pro forma condensed combined financial information for Signing Day Sports and One Blockchain as of December 31, 2025, and for the fiscal years ended December 31, 2025 and 2024.
• The original Form 8-K filed on March 18, 2026, reported the consummation of the business combination.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as negative due to the significant financial challenges and going concern issues highlighted for Signing Day Sports, Inc., and the net loss reported by One Blockchain LLC, despite the completion of a business combination.

Positives

• The filing provides necessary audited financial statements and pro forma information, fulfilling regulatory requirements post-business combination.
• The business combination itself, involving three entities, has been successfully closed, indicating progress in strategic consolidation.

Negatives

• Signing Day Sports, Inc. has sustained significant losses and negative cash flows from operations, with an accumulated deficit of approximately $29.9 million as of December 31, 2025, raising substantial doubt about its ability to continue as a going concern.
• Revenues for Signing Day Sports, Inc. decreased significantly from $615,551 in 2024 to $307,991 in 2025.
• One Blockchain LLC reported a net loss of $806,303 for the year ended December 31, 2025, despite significant revenues.
• The pro forma combined statement of operations shows a significant net loss of $6,444,677 for the year ended December 31, 2025.

Risks

• Signing Day Sports, Inc. faces substantial doubt about its ability to continue as a going concern due to significant losses and negative cash flows.
• The company is dependent on debt and equity financing to fund operations.
• Failure to grow operational revenues could harm profitability and adversely affect financial condition and results of operations.
• The company faces risks inherent in a new business, including the need for significant additional capital and potential delays in establishing sales channels.
• One Blockchain LLC has a significant concentration of revenue from a single customer (Blue Ridge), which accounts for approximately 93% of its revenues in 2025.
• One Blockchain LLC also has a significant concentration of costs from a single energy provider, accounting for approximately 99% of its cost of services in 2025.

Future Outlook

The filing itself is an amendment to provide historical financial information and pro forma data related to a completed business combination. It does not contain specific forward-looking statements or guidance from the combined entity's management regarding future performance.

Management Comments

• The filing is an amendment to provide audited financial statements of Signing Day Sports and pro forma financial information required by Items 9.01(b) of Form 8-K.
• Other than as disclosed, this filing does not update, amend, or modify any information, statement, or disclosure contained in the Original Form 8-K.

Industry Context

StockSavvy.ai notes that this filing represents a significant step in the consolidation within the digital infrastructure and sports technology sectors, as Blockchain Digital Infrastructure, Inc. integrates Signing Day Sports and One Blockchain. The inclusion of detailed financial statements and pro forma data is crucial for investors to assess the combined entity's financial health and future prospects.

Comparison to Industry Standards

• Signing Day Sports' revenue decline in 2025 compared to 2024 is concerning, especially for a company in the growing digital sports technology sector.
• One Blockchain's transition from profit to loss in 2025, despite substantial revenue, highlights potential operational cost challenges common in data center and infrastructure businesses.
• The significant accumulated deficit and going concern issues at Signing Day Sports are critical indicators that place it below industry standards for financial stability.
• The pro forma combined net loss suggests the merged entity will face considerable financial hurdles, requiring careful management and potential further capital infusion to achieve profitability, which is a key benchmark for sustainable growth in the tech and infrastructure sectors.

Legal Proceedings

• The Company may be a party to various legal actions arising from the normal course of business. Management believes the outcome of such actions will not materially affect the Company's operations or financial position.

Related Party Transactions

• Notes Payable to Daniel Nelson, CEO, Chairman, and director of Signing Day Sports, Inc. were outstanding and subsequently paid in January 2025.
• One Blockchain LLC had a loan receivable from VCV Digital Infrastructure Holdings (a related party) of $1,083,460 as of December 31, 2025.
• One Blockchain LLC reimbursed Tiger Cloud LLC (a member) $523,000 in related party expenses for selling, general, and administrative expenses in 2025.

Stakeholder Impact

• Shareholders of Signing Day Sports, Inc. will now hold shares in the combined entity, Blockchain Digital Infrastructure, Inc., with their ownership percentage adjusted based on the business combination terms.
• Creditors of Signing Day Sports, Inc. face potential concerns due to its going concern issues, although the business combination may provide a path to stability.
• Employees of both Signing Day Sports and One Blockchain may experience changes in organizational structure and reporting lines following the business combination.

Next Steps

• The combined entity will operate under the name Blockchain Digital Infrastructure, Inc.
• The company will continue to integrate the operations of Signing Day Sports and One Blockchain.
• Future financial performance will be reported under the new combined structure.

Key Dates

Recommendation

The completion of the business combination is a positive step, but the significant financial distress of Signing Day Sports, Inc. (including going concern issues) and the net loss reported by One Blockchain LLC present substantial risks. The pro forma combined entity shows a significant net loss. While the integration may yield future benefits, the current financial health warrants a cautious 'hold' rating until a clear path to profitability and stability is demonstrated.

Keywords

Business Combination, SEC Filing, 8-K/A, Signing Day Sports, One Blockchain, Blockchain Digital Infrastructure, Financial Statements, Pro Forma