10-K: BlockchAIn Shifts to AI/HPC, Reports 2025 Loss

BlockchAIn Digital Infrastructure, Inc. completed a business combination, shifted its focus to AI/HPC, and reported a net loss of $0.8 million for 2025, down from a $5.7 million net income in 2024.

Summary

• BlockchAIn Digital Infrastructure, Inc. completed a Business Combination with Signing Day Sports, Inc. on March 16, 2026, and commenced trading on NYSE American under the ticker symbol AIB on March 17, 2026.
• Post-combination, One Blockchain Securityholders own approximately 88.3% of BlockchAIn, Signing Day Sports stockholders own approximately 8.5%, and Maxim Group LLC owns approximately 3.2%.
• The company's primary operating subsidiary, One Blockchain, is transitioning its focus from digital asset mining hosting to the development and operation of digital infrastructure dedicated to AI hosting and high-performance computing (HPC) workloads.
• Revenue for the year ended December 31, 2025, was $18.5 million, a 19% decrease from $22.9 million in 2024, primarily due to changes in customer mix and standstill agreements with its primary customer.
• The company reported a net loss of $0.8 million for 2025, a significant decline from a net income of $5.7 million in 2024.
• Adjusted EBITDA for 2025 was $1.7 million, a 74% decrease from $6.6 million in 2024.
• Gross profit declined to $3.5 million in 2025 from $8.2 million in 2024, with gross margin decreasing from 36% to 19%.
• The company operates a 40 MW data center facility in South Carolina, which is expandable to 50 MW, and plans to develop a 25 MW AI-focused data center site in Minnesota.
• Cash and cash equivalents decreased to $15,265 as of December 31, 2025, from $131,107 as of December 31, 2024.
• The company acquired 60 Antbox containers from Blue Ridge Digital Mining for $2.332 million, payable in 24 equal monthly installments, commencing August 15, 2025.
• All remaining modular mining containers classified as held for sale were sold in Q1 2025 for $132,000, resulting in a gain of $67,714.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a challenging period marked by a significant decline in profitability and revenue, alongside increased costs. While the strategic shift to AI/HPC is positive, the immediate financial results are concerning, and the company faces substantial execution and capital-raising risks.

Positives

• Completed a Business Combination with Signing Day Sports, Inc., leading to a public listing on NYSE American, which is expected to improve access to capital markets.
• Strategic pivot towards high-demand AI hosting and high-performance computing (HPC) workloads, leveraging existing infrastructure and expertise.
• The existing 40 MW South Carolina facility has a proven track record of operational excellence and historical operating cash flow generation ($2.3 million in 2025, $8.1 million in 2024).
• Secured favorable power arrangements for current operations, with an all-in power cost of approximately $0.0522/kWh in 2025 and $0.0485/kWh in 2024, providing a competitive cost structure.
• Possesses scalable infrastructure and a growth pipeline, including the South Carolina facility's expansion potential to 50 MW and a planned 25 MW AI-focused data center in Minnesota, with a documented power pipeline of 200 MW.
• Operates with a capital-efficient business model, maintaining a strong balance sheet with no significant traditional debt as of December 31, 2025, and positive stockholders' equity of $7.9 million.
• Benefits from an experienced management team with deep industry expertise in real estate, digital assets, energy, capital markets, and project management.
• Established strategic collaborations with PDM for electrical infrastructure and Super Micro for AI data center hardware, supporting modular deployment architecture.
• Entered into non-binding arrangements with two global cloud infrastructure providers for potential build-to-suit data center leases for a combined 25 MW capacity.
• The acquisition of 60 Antbox containers allowed for restructuring of tenancy composition and agreements to optimize profits and diffuse credit risk from customer concentration.

Negatives

• Reported a net loss of $0.8 million for the year ended December 31, 2025, a significant reversal from a net income of $5.7 million in 2024.
• Revenue decreased by 19% to $18.5 million in 2025 from $22.9 million in 2024, primarily due to a change in customer mix and standstill agreements with the primary customer.
• Gross profit declined by approximately $4.7 million to $3.5 million in 2025, with the gross margin decreasing from 36% in 2024 to 19% in 2025.
• The average effective billing rate per kWh declined from approximately $0.075 in 2024 to $0.065 in 2025, driven by competitive pricing adjustments.
• The company's average per-kWh energy procurement cost increased from approximately $0.0485 in 2024 to $0.0522 in 2025, and this cost increase could not be fully passed through to customers.
• Significant customer concentration, with approximately 93% of 2025 revenues derived from three customers, and 97% of 2024 revenues from a single customer (Blue Ridge Digital Mining), which is controlled by the CEO.
• Total operating expenses increased by $2.1 million, or 12%, in 2025, primarily due to higher professional services expenses related to the Business Combination and increased management fees.
• Cash and cash equivalents decreased by $115,842 to $15,265 as of December 31, 2025.
• The utility true-up adjustment resulted in an estimated cost accrual of $471,329 for 2025, compared to an actual credit adjustment of $128,586 in 2024, indicating higher unexpected energy costs.
• Issued hosting service credits to certain customers during the fourth quarter of 2025 in connection with contractual service level provisions, reducing revenue.

Risks

• Heavy dependence on a small number of customers, including Blue Ridge Digital Mining (controlled by CEO Jerry Tang), exposes the company to significant risks if these customers reduce purchases, terminate relationships, or face financial difficulties.
• Transactions with related parties may be subject to heightened scrutiny and potential conflicts of interest, potentially impacting reputation and relationships.
• Operational results and growth are heavily dependent on securing and maintaining favorable agreements for power and land; failure to do so could adversely impact business and planned expansions.
• The South Carolina facility's planned expansion from 40 MW to 50 MW is contingent on a new electric service agreement, with no assurance of favorable terms or finalization.
• Availability of electric power may have technical, infrastructure, or regulatory limitations or be interrupted by power outages, harming growth or causing revenue decline.
• Increased demand for electricity for digital asset mining and the intermittent nature of renewable power sources pose challenges to grid stability and power supply.
• Government intervention or restrictions on electricity supply to cryptocurrency miners could force operations to limit or suspend activities.
• Development and construction of new data center facilities are subject to significant risks, including delays, cost overruns, material shortages, and permitting hurdles.
• Operates in highly competitive digital asset mining and HPC markets, facing competition from companies with potentially greater financial resources, established relationships, or more advanced technology.
• Failure to accurately estimate factors for contract pricing may lead to lower profits or losses.
• Fluctuations in average selling prices of solutions and services due to technological advancements may not be offset by decreases from suppliers, adversely affecting profitability.
• Reliance on single third-party electricity provider (Lockhart Power Company) and historical reliance on Blue Ridge Digital Mining for Antboxes exposes the company to risks from third-party actions or supply chain issues.
• Any failure of solutions or services to meet necessary quality standards could adversely affect reputation, business, and results of operation.
• Power outages or shortages, labor disputes, and other factors may result in constraints on business activities.
• Operations are dependent on the performance and reliability of data center infrastructure and operational technology; failures, inadequacies, or cyberattacks could disrupt operations, reduce efficiency, and increase costs.
• Complexities of power agreements, including annual true-up adjustments and mandatory curtailment requirements, could adversely impact costs and profitability, with potential for substantial financial penalties for mismanaging curtailment.
• Vulnerability to security breaches (physical, cyberattacks, malware) could disrupt operations, cause data loss, lead to lawsuits, regulatory penalties, and reputational harm.
• Business is dependent on its experienced management team; the loss of any key member or inability to attract and retain qualified personnel could hinder strategy execution.
• Difficulty in maintaining or enhancing brand recognition could adversely affect business, operating results, and financial condition.
• Higher risk of litigation and other legal proceedings due to evolving regulatory landscape in the digital asset and data center industries.
• Future acquisitions or strategic alliances could disrupt business, result in increased expenses, reduce financial resources, and cause dilution to stockholders.
• Any global systemic economic and financial crisis, including geopolitical conflicts (e.g., Russia-Ukraine, Israel-Hamas, U.S.-Israel-Iran conflicts), could negatively affect business, operations, and financial condition through market volatility, supply chain disruptions, and increased energy costs.
• Subject to a wide range of evolving laws and regulations (employment, safety, environmental, AI, federal securities, tax); non-compliance could lead to significant liabilities, fines, and penalties.
• The digital infrastructure and high-performance computing industries are characterized by rapidly evolving technology, shifting customer requirements, and increasing demand for power-dense hosting capacity; failure to adapt could adversely affect business.
• The unregulated nature and lack of transparency surrounding digital asset platforms may lead to fraud, manipulation, security failures, or operational problems, indirectly affecting the company's customers and business.
• The price of Bitcoin is highly volatile, and decreases in Bitcoin's price could adversely affect the business, financial condition, and results of operations due to reliance on digital asset mining customers.
• Adverse developments in the digital asset industry (e.g., decline in adoption, increased regulatory costs, oversupply, shift to self-hosting, technology changes, increased mining difficulty) could reduce demand for services.
• Bitcoin network mining economics, including halving events and increases in mining difficulty, could indirectly reduce demand for hosting services.
• Technological obsolescence of mining equipment could negatively impact business by affecting customer profitability or requiring costly infrastructure upgrades.
• Regulatory changes or actions may restrict the use of cryptocurrencies or mining activities, potentially requiring the company to cease certain or all operations.
• Changes in digital asset consensus protocols (e.g., shift from Proof-of-Work) could reduce demand for energy-intensive hosting services.
• Limited operating history as a company transitioning to AI Data Center development and HPC applications makes it difficult to evaluate future prospects and financial performance.
• Requires significant capital to fund its growth strategy; failure to obtain necessary financing on favorable terms, or at all, could adversely affect growth and operations.
• Future financial performance is subject to assumptions and projections that may not materialize.
• Interactions with a blockchain may expose the company to specially designated nationals (SDN) or blocked persons, potentially causing OFAC violations or increasing compliance costs.
• Involvement in legal and other disputes from time to time, including with suppliers, customers, or employees, could result in significant costs and reputational damage.
• May increasingly become a target for public scrutiny, including complaints to regulatory agencies, negative media coverage, and malicious allegations, which could severely damage reputation.
• Insurance coverage is limited and may not be adequate to cover potential losses and liabilities.
• Digital asset mining activities are energy-intensive, which may restrict geographic locations of data center hosting facilities and have a negative environmental impact, potentially leading to public opposition or government restrictions.
• Business operations may have an intrinsic need for governmental interactions, subjecting them to higher corruption risks.
• May require certain approvals, licenses, permits, and certifications to operate; any failure to obtain or renew these could materially and adversely affect business.
• May be subject to fines and other administrative penalties resulting from the operation of its business.
• Federal or state agencies may impose additional regulatory burdens on the business.
• Increasing scrutiny and changing expectations from investors, lenders, customers, government regulators, and other market participants with respect to ESG policies may impose additional costs or expose the company to additional risks.
• After completion of the Business Combination, the holders of One Blockchain's securities will maintain the ability to control or significantly influence all matters submitted to the Combined Company's stockholders for approval (approximately 88.3% ownership).
• The Combined Company's stock price is expected to be volatile, and the market price of its common shares may drop following the Business Combination.
• The Combined Company will incur costs and demands upon management as a result of complying with the laws and regulations affecting public companies.
• BlockchAIn's management has limited experience with compliance with public company obligations, and the Combined Company's resources may not be sufficient to fulfill its public company obligations.
• Anti-takeover provisions in the Combined Company's charter documents and under Delaware law could make an acquisition of the Combined Company more difficult and may prevent attempts by stockholders to replace management.
• Future sales of shares by existing stockholders after lock-up and other legal restrictions could cause the Combined Company's stock price to decline.
• The BlockchAIn Amended and Restated Certificate of Incorporation designates the Court of Chancery in the State of Delaware as the exclusive forum for certain types of actions, which could limit stockholders' ability to obtain a favorable judicial forum.
• As an emerging growth company and a smaller reporting company, BlockchAIn cannot be certain if the reduced disclosure requirements will make its common shares less attractive to investors.
• BlockchAIn's ability to be successful following the Business Combination will depend upon the efforts of its officers, and the loss of such persons could negatively impact operations.
• The Business Combination will result in a limitation on Signing Day Sports' ability to utilize its net operating loss carryforwards.
• The Combined Company may become involved in securities class action litigation that could divert management's attention and harm the business.
• The Combined Company may be deemed a controlled company, potentially electing not to comply with certain corporate governance requirements.
• There may not be enough liquidity in the NYSE American market to enable securityholders to sell their securities.
• A decline in the price of common stock could affect the ability to raise working capital and adversely impact the ability to continue operations.
• If securities analysts do not publish research or reports about the Combined Company's business or if they publish negative evaluations, the stock price could decline.
• The Combined Company does not anticipate that it will pay any cash dividends in the foreseeable future.
• If shares become subject to the penny stock rules, it would become more difficult to trade shares.

Future Outlook

The company's growth strategy is centered on a power-first infrastructure development model, under which it seeks to secure low-cost power resources before deploying modular, AI-optimized data center facilities. It intends to expand its operational footprint through a phased approach, including optimizing and expanding its existing South Carolina facility to 50 MW, advancing a planned 25 MW Minnesota site, and continuing to evaluate additional U.S. locations for AI hosting and HPC workloads. The strategy is designed to support an owner-agnostic hosting model where customers deploy their own equipment, while the company provides infrastructure and operations under long-term contracts. This business mix shift to HPC is expected to gradually reduce the company's overall exposure to volatility in the spot price of Bitcoin.

Management Comments

• "We believe we are well positioned for success as a leader in creating and operating scalable, sustainable power and data infrastructure purpose-built for AI hosting, AI workloads, HPC, and accelerated compute applications."
• "Our mission is to become a leader in creating and operating scalable, sustainable power and data infrastructure purpose-built for AI hosting, AI workloads, HPC, and accelerated compute applications."
• "Management believes that the combination of expected operating cash flows and related party support will be adequate to meet the Company’s obligations and planned expenditures for the foreseeable future."
• "Management believes the Company’s operational capabilities and infrastructure position it to participate in the growing demand for data center capacity in its markets."
• "We believe that because of our operational high-power data center capacity and the experience, knowledge, capabilities and relationships of our data center development and operations team, we are uniquely qualified to address the current strong demand for high-power data center capacity to support HPC applications successfully."

Industry Context

StockSavvy.ai notes that BlockchAIn's strategic pivot towards AI/HPC data center hosting aligns with broader industry trends of increasing demand for power-dense computing environments, driven by AI/ML and big data analytics. While the digital asset mining market faces volatility and regulatory scrutiny, the move into HPC positions BlockchAIn to compete with established data center REITs and hyperscale cloud providers like Amazon Web Services, Google Cloud, and Microsoft Azure, who are also expanding their HPC offerings. The company's focus on low-cost power and modular deployment architecture could be a competitive advantage in this high-demand, capital-intensive market, provided it can successfully execute its expansion plans and diversify its customer base.

Comparison to Industry Standards

• The company's all-in power cost of approximately $0.0522/kWh in 2025 and $0.0485/kWh in 2024 is competitive, especially when compared to regions more heavily dependent on natural gas or coal, where fuel price swings can have a more direct impact on electricity costs for data center operators.
• The company's strategy to leverage nuclear generation, which consistently represents a large component of Duke Energy's Carolinas generation mix, provides a degree of supply stability and insulation from price volatility compared to operators reliant on single fuel sources.
• The competitive landscape in HPC includes large data center REITs and hyperscaler cloud providers (e.g., Amazon Web Services, Google Cloud, Microsoft Azure), which generally have larger existing portfolios and customer bases. BlockchAIn's smaller scale and transition phase mean it is competing against established giants with significant infrastructure and brand recognition.
• The company's capital-efficient model with no significant traditional debt and positive stockholders' equity of $7.9 million provides a solid base for expansion, potentially differentiating it from competitors that may carry substantial debt for infrastructure development.

Management Changes

Corporate Governance

Legal Proceedings

• KM JS Advisors, LLC v. VCV Digital Group, LLC, et al. (Case No. 2023CH09534): A dispute regarding a partnership agreement was settled on December 11, 2024, with the VCV Defendants paying KMJS $300,000, and the case was dismissed with prejudice on February 28, 2025.
• The company is involved, from time to time, in litigation, other legal claims, and proceedings associated with or incidental to its business, including matters involving credit card fraud, trademarks, intellectual property, licensing, taxation, and employee relations. Management believes currently pending matters will not have a material adverse effect on consolidated financial statements.

Related Party Transactions

• Reimbursed Tiger Cloud LLC (a One Blockchain Securityholder) $523,000 in related party expenses for the year ended December 31, 2025, including $284,000 in management fees and $239,000 of labor allocation expense.
• Maintained a non-interest-bearing loan receivable of $1,083,460 as of December 31, 2025, from VCV Digital Infrastructure Holdings (a related party), used to support surety bond and letter of credit requirements.
• Accounts receivable from related parties totaled $2,144,506 as of December 31, 2025, including $1,640,171 due from Tiger Cloud LLC and $504,335 due from VCV Digital Solutions.
• A related party loan payable of $18,750 as of December 31, 2024, was fully repaid during the year ended December 31, 2025.
• Corporate offices are leased by a related party for $8,800 per month, with lease expense allocated to the Company through a management charge.
• Blue Ridge Digital Mining, a primary customer, is controlled by Jerry Tang, the CEO, President, and direct or indirect owner of the majority of One Blockchain Securityholders, creating potential conflicts of interest.
• VCV Digital Infrastructure Holdings, a related party, acquired 100% of the equity interest in Blue Ridge Digital Mining in May 2025.
• The company acquired 60 Antbox containers from Blue Ridge Digital Mining for $2,332,000, payable in installments, with One Blockchain guaranteeing payment obligations.

Stakeholder Impact

• Shareholders: Face potential dilution from future equity financings, stock price volatility, and limitations on influence due to anti-takeover provisions and lack of cumulative voting rights. No cash dividends are anticipated in the foreseeable future.
• Employees: Success is dependent on retaining key management personnel, and the company's transition to a public entity may impose increased demands and compliance requirements.
• Customers: The strategic shift to AI/HPC may affect existing digital asset mining customers, and demand for services could be impacted by declines in Bitcoin prices or adverse regulatory changes in the digital asset industry.
• Suppliers: Reliance on a single third-party electricity provider (Lockhart Power Company) and historical reliance on Blue Ridge Digital Mining for equipment creates supply chain and concentration risks.
• Creditors: The company maintains a strong balance sheet with no significant traditional debt, which is favorable, but future debt incurrence to fund growth could introduce restrictive covenants.

Next Steps

• Expand the existing 40 MW South Carolina facility to 50 MW, pending entry into a new electric service agreement.
• Develop a 25 MW AI-focused data center site in Minnesota, which is intended to be a greenfield project.
• Continue to evaluate additional U.S. locations across multiple markets (including South Carolina, North Carolina, and New York) for AI hosting and high-performance computing workloads.
• Advance modular deployment architecture and strategic collaborations with PDM for electrical infrastructure and Super Micro for AI data center hardware.
• Issue Earnout Shares to One Blockchain Securityholders if 2026 EBITDA equals or exceeds $25 million, within ten calendar days following the filing of the 2026 annual report.
• Issue additional BlockchAIn common shares to Maxim Group (3.5% of Earnout Shares) if Earnout Shares are issued.
• Continue to develop and formalize cybersecurity governance processes, including potential engagement of third-party cybersecurity consultants, adoption of a formal incident response plan, and evaluation of cybersecurity insurance.
• Monitor working capital needs and maintain access to internal funding sources.
• Achieve tenant diversification targets to reduce credit concentration risk over time.

Key Dates

Recommendation

The company is undergoing a significant strategic transformation by shifting from digital asset mining hosting to AI/HPC data center development, which is a high-growth sector. While the 2025 financial results show a substantial decline in profitability and revenue, reflecting this transition and associated costs, the long-term potential in AI/HPC is attractive. However, the immediate financial performance is weak, and the company faces considerable execution risks, capital requirements, and customer concentration issues. A 'hold' recommendation allows investors to observe the successful execution of the AI/HPC strategy and the company's ability to improve profitability and diversify its customer base, without committing further capital or exiting prematurely from a potentially promising long-term play.

Keywords

Blockchain, Digital Infrastructure, AI Hosting, High-Performance Computing, Data Center, Cryptocurrency Mining, South Carolina, Minnesota, Energy Infrastructure, SEC Filing, 10-K, AIB, Cloud Computing, GPU Servers, Power Management