425: BlockchAIn Merger Advances Amid One Blockchain Losses

Signing Day Sports' merger with One Blockchain progresses, forming BlockchAIn Digital Infrastructure, despite One Blockchain's recent financial losses and significant risks in the volatile crypto market.

Summary

• Signing Day Sports, Inc. (SGN) is filing an Amendment No. 3 to its Form 8-K, primarily to update Item 9.01 and include unaudited financial statements for One Blockchain LLC and pro forma combined financial information.
• The filing details a Business Combination Agreement (BCA) where BlockchAIn Digital Infrastructure, Inc., a newly formed holding company, will acquire both Signing Day Sports and One Blockchain LLC.
• One Blockchain LLC, the accounting acquirer, reported a net loss of approximately $0.1 million for the nine months ended September 30, 2025, a significant decline from a net income of approximately $4.4 million in the comparable 2024 period.
• One Blockchain's revenues decreased by 22% to approximately $13.5 million for the nine months ended September 30, 2025, compared to approximately $17.3 million in the prior year, primarily due to standstill agreements with its main customer, Blue Ridge Digital Mining, resulting in capped energy usage and curtailment credits.
• Selling, general and administrative (SG&A) expenses for One Blockchain increased by 123% to approximately $2.3 million for the nine months ended September 30, 2025, driven by higher professional services fees related to general corporate operations and the transaction with Signing Day Sports.
• Signing Day Sports stockholders are anticipated to own approximately 8.5% of BlockchAIn common shares post-merger, while One Blockchain securityholders will own approximately 88.3%.
• The business combination is described by One Blockchain's management as solely a path to public listing to improve access to capital, with no operational or strategic synergies expected from merging with a sports-related business.
• Signing Day Sports' management has concluded that its historical recurring losses and negative cash flows raise substantial doubt about its ability to continue as a going concern for the fiscal year ended December 31, 2024, with an accumulated deficit of approximately $28.5 million as of September 30, 2025.
• One Blockchain is transitioning from a hosting model to a self-mining model and expanding into the high-performance computing (HPC) market, including a potential 50 MW AI data center component at its planned Texas facility.
• One Blockchain acquired 60 Antbox containers for $2,332,000 in May 2025 and sold all remaining modular mining containers in Q1 2025 for $132,000, realizing a gain of $67,714.

Sentiment

Score: 3

Explanation: The sentiment is negative due to One Blockchain's significant financial decline (shift to net loss, decreased revenue, reduced cash) and the explicit 'going concern' warning for Signing Day Sports. While the merger offers a path to public capital, the lack of operational synergies and the substantial risks in the crypto/HPC industry, coupled with the dilution for SGN shareholders, outweigh the potential benefits in the short term.

Positives

• One Blockchain is strategically expanding into self-mining and high-performance computing (HPC), including AI data centers, positioning for future growth in evolving technology sectors.
• The business combination provides One Blockchain with a path to public listing, which is expected to improve access to capital markets for its capital-intensive growth strategy.
• One Blockchain successfully completed the sale of all remaining modular mining containers in Q1 2025, generating $132,000 in proceeds and a gain of $67,714, streamlining its asset base.
• One Blockchain's net cash provided by operating activities was approximately $1.8 million for the nine months ended September 30, 2025, indicating continued cash generation from core operations.
• The settlement of a consultant's lawsuit for $300,000 resolved all outstanding obligations under a profit-sharing agreement, removing a potential future liability for One Blockchain.

Negatives

• One Blockchain reported a net loss of approximately $0.1 million for the nine months ended September 30, 2025, a significant decline from a net income of approximately $4.4 million in the comparable 2024 period.
• One Blockchain's revenues decreased by 22% to approximately $13.5 million for the nine months ended September 30, 2025, compared to approximately $17.3 million in the prior year, primarily due to price concessions and lower usage from its primary customer.
• Selling, general and administrative (SG&A) expenses for One Blockchain surged by 123% to approximately $2.3 million for the nine months ended September 30, 2025, largely due to increased professional services fees related to the business combination.
• One Blockchain's cash and cash equivalents significantly decreased to $8,506 as of September 30, 2025, from $131,107 at December 31, 2024, indicating a substantial reduction in liquidity.
• Signing Day Sports' management has concluded that its historical recurring losses and negative cash flows raise substantial doubt about its ability to continue as a going concern for the fiscal year ended December 31, 2024, with an accumulated deficit of approximately $28.5 million.
• Signing Day Sports stockholders will experience immediate and material dilution, owning only approximately 8.5% of the combined BlockchAIn common shares post-merger.
• The business combination is explicitly stated to have no operational or strategic synergies for Signing Day Sports, serving solely as a path to public listing for One Blockchain.

Risks

• If the proposed Business Combination is not consummated, Signing Day Sports' business could suffer materially, and its stock price could decline, incurring significant expenses without the merger benefits.
• Signing Day Sports has incurred and expects to continue to incur significant expenses related to the proposed Business Combination even if the Business Combination is not consummated.
• Signing Day Sports may be unable to pursue business opportunities that would otherwise be in its best interest as a standalone company due to covenants in the Business Combination Agreement.
• Signing Day Sports could be obligated to pay One Blockchain a termination fee of the lesser of $250,000 or expenses incurred by One Blockchain if the Business Combination Agreement is terminated under certain circumstances.
• The market price of BlockchAIn common shares following the Business Combination may decline if investors react negatively to the Combined Company's prospects or if anticipated benefits are not realized.
• Signing Day Sports stockholders will experience immediate and material dilution, owning approximately 8.5% of BlockchAIn common shares, without commensurate benefit if strategic and financial benefits are not realized.
• Significant management attention and resources will be required to integrate the two companies, and delays could adversely affect the Combined Company's business and financial results.
• BlockchAIn's ability to be successful following the Business Combination will depend upon the efforts of its officers, and the loss of key personnel could negatively impact operations and profitability.
• The Business Combination is expected to result in a limitation on Signing Day Sports' ability to utilize its net operating loss carryforwards (NOLs) under Section 382 of the Code.
• The Combined Company may become involved in securities class action litigation, diverting management's attention and harming the business.
• The Combined Company may be deemed a 'controlled company' (Jerry Tang indirectly owning ~61%), potentially electing not to comply with certain NYSE American corporate governance requirements.
• One Blockchain's operational results and growth are heavily dependent on securing and maintaining favorable agreements for power and land, with no assurance these will be finalized on favorable terms or at all.
• The availability of electric power may have technical, infrastructure, or regulatory limitations or be interrupted by power outages, harming One Blockchain's ability to attain growth or causing revenues to decline.
• One Blockchain's transition to a self-mining model and expansion into the high-performance computing (HPC) market expose it to new and increased risks, including Bitcoin price volatility, mining difficulty, and competition from established HPC providers.
• The development and construction of new data center facilities are subject to significant risks, including delays, cost overruns, material shortages, and permitting hurdles.
• One Blockchain operates in highly competitive Bitcoin mining and HPC markets, facing competitors with greater financial resources, established relationships, or more advanced technology.
• One Blockchain relies on a single third-party electricity provider (Lockhart Power Company) and has purchased mobile Bitcoin mining containers from a single provider (Blue Ridge Digital Mining), exposing it to supplier concentration risk.
• One Blockchain's operations are dependent on the performance and reliability of its mining hardware and proprietary technologies, which are subject to technological obsolescence and failure.
• The price of Bitcoin is highly volatile, and decreases in Bitcoin's price could adversely affect One Blockchain's business, financial condition, and results of operations, particularly from planned self-mining.
• The cryptocurrency industry is characterized by constant changes, and One Blockchain's failure to continuously innovate and provide solutions that meet customer expectations could adversely affect its business.
• The unregulated nature and lack of transparency surrounding the operations of digital asset platforms, which may experience fraud, manipulation, security failures, or operational problems, could adversely affect the value of Bitcoin and BlockchAIn common shares.
• The Bitcoin network is subject to halving events that reduce mining rewards, which could negatively impact revenue and profitability if not offset by other factors.
• Regulatory changes or actions may restrict the use of cryptocurrencies or mining activities in a manner that adversely affects BlockchAIn's business, financial condition, and results of operations.
• The loss or destruction of private keys required to access anticipated Bitcoin holdings could be irreversible, leading to permanent loss of assets.
• If BlockchAIn uses a third-party custodian for Bitcoin, its assets could be at risk in the event of the custodian's bankruptcy or insolvency.
• BlockchAIn's management has limited experience with compliance with public company obligations, and its resources may not be sufficient to fulfill its public company obligations, potentially leading to adverse regulatory consequences.

Future Outlook

The combined entity, BlockchAIn Digital Infrastructure, Inc., aims to leverage its public listing to enhance access to capital markets, supporting One Blockchain's strategic shift towards a self-mining model and expansion into the high-performance computing (HPC) and AI data center markets. Future success is contingent on securing favorable power and land agreements, effective deployment of new capacity, and navigating the volatile cryptocurrency and competitive HPC landscapes. The company anticipates increased depreciation and amortization expenses due to asset revaluation post-acquisition. Management believes expected operating cash flows and related party support will be adequate for foreseeable obligations, but acknowledges significant uncertainties and risks in its evolving business model.

Management Comments

• One Blockchain's name change from BV Power LLC to One Blockchain LLC was made to reflect the Company's evolving strategic focus and branding.
• The business combination with Signing Day Sports is being pursued solely as a path to public listing to improve access to capital, with no operational or strategic synergies expected from merging with a sports-related business.
• Management believes the loan receivable from VCV Digital Infrastructure Holdings LLC is fully collectible, mitigated by collateral value.
• Management is focused on achieving tenant diversification targets to reduce credit concentration risk over time.
• 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.
• Signing Day Sports' management has concluded that its historical recurring losses from operations and negative cash flows from operations, as well as its dependence on private and public financings, raise substantial doubt about its ability to continue as a going concern for the fiscal year ended December 31, 2024.

Industry Context

The business combination positions One Blockchain to capitalize on the growing demand for digital asset infrastructure and high-performance computing, including AI data centers. This move aligns with broader industry trends of increasing computational needs for blockchain and AI, but also exposes the company to the inherent volatility and evolving regulatory landscape of the cryptocurrency market. The shift from a hosting-centric model to self-mining and HPC reflects a strategic adaptation to market dynamics, aiming for greater control over revenue streams and diversification beyond traditional crypto hosting. However, the industry remains highly competitive, with significant capital requirements and susceptibility to energy price fluctuations and technological obsolescence.

Comparison to Industry Standards

• The filing does not provide specific comparisons to comparable companies, projects, or results within the cryptocurrency mining or HPC industries.
• One Blockchain operates in an intensely competitive environment, competing with numerous companies for access to low-cost power, efficient mining hardware, and Bitcoin block rewards in the Bitcoin mining sector.
• In the HPC market, One Blockchain will face competition from established data center REITs, hyperscale cloud providers, and specialized HPC providers who possess significant advantages in existing infrastructure, customer relationships, and brand recognition.
• The company's ability to compete effectively will depend on its execution of growth strategies, securing low-cost power, and operational efficiency, without specific benchmarks provided in the filing.

Management Changes

Corporate Governance

Legal Proceedings

• One Blockchain was involved in a lawsuit with an unrelated third-party consultant regarding the definition of profit and amounts owed under a 5% profit share agreement. This claim was fully settled for $300,000 during the period from February 8, 2024, to December 31, 2024, resolving all outstanding obligations.
• The Company is involved, from time to time, in litigation, other legal claims, and proceedings involving matters associated with or incidental to its business, including credit card fraud, trademarks, intellectual property, licensing, taxation, and employee relations. Management believes current matters will not have a material adverse effect.

Related Party Transactions

• One Blockchain reimbursed one of its members approximately $58,454 for selling, general, and administrative expenses during the three months ended September 30, 2025, and $324,618 for the nine months ended September 30, 2025.
• One Blockchain had a non-interest-bearing loan receivable of $1,048,594 from VCV Digital Infrastructure Holdings LLC (a related party) as of September 30, 2025, to support its surety bond requirements.
• One Blockchain had a loan payable of $18,750 to VCV Digital Group (a related party) as of September 30, 2025.
• As of September 30, 2025, One Blockchain had receivables from related parties totaling $2,878,082, including amounts due from BlockchAIn Digital Infrastructure, Inc., Elia Global Management, Tiger AIDC LLC, Tiger Cloud LLC, VCV Digital Group, LLC, and VCV Digital Solutions LLC.
• As of September 30, 2025, One Blockchain had payables to related parties totaling $702,481, including amounts due to Atlas Cloud AI LLC, Tiger AIDC SC1 LLC, and Xin Capital Times Square LLC.
• Blue Ridge Digital Mining, LLC, One Blockchain's primary customer, was acquired by VCV Digital Infrastructure Holdings LLC (a related party) in May 2025, making it a wholly-owned subsidiary.

Stakeholder Impact

• Shareholders of Signing Day Sports will experience significant ownership dilution, owning approximately 8.5% of the combined BlockchAIn, and will have reduced voting influence.
• Shareholders of One Blockchain (securityholders) will hold a majority stake (approximately 88.3%) in the combined BlockchAIn, giving them significant control over the company's direction.
• Employees of both companies may experience uncertainty regarding their future roles within the combined entity, potentially affecting retention of key personnel.
• Customers and suppliers may seek to change or terminate relationships due to the proposed business combination, impacting both Signing Day Sports and One Blockchain.
• Creditors of Signing Day Sports face increased risk due to the company's 'going concern' issues and the potential for limited utilization of net operating loss carryforwards post-merger.
• Investment professionals and regulatory authorities will need to carefully evaluate the complex financial structure and significant risks associated with the combined entity, particularly in the volatile cryptocurrency and HPC markets.

Next Steps

• BlockchAIn plans to publicly file or cause to be publicly filed a registration statement on Form S-4 (the Registration Statement) with the SEC, which will contain a proxy statement of Signing Day Sports and a prospectus for registration of BlockchAIn shares.
• Following the Registration Statement being declared effective by the SEC, its definitive proxy statement/prospectus would be filed and mailed to Signing Day Sports Stockholders.
• Signing Day Sports Stockholders will need to make a voting decision on the proposed Business Combination.
• One Blockchain plans to continue its transition to a self-mining model at its South Carolina facility and develop significant self-mining capacity in Texas.
• One Blockchain plans to expand into the high-performance computing (HPC) market, including a potential 50 MW AI data center component at its planned Texas facility.
• The combined company will need to integrate the two entities, which will require significant management attention and resources.
• BlockchAIn will need to comply with NYSE American listing requirements and SEC public company obligations, including Section 404 of the Sarbanes-Oxley Act.
• The Earnout Shares will be issued if the 2026 EBITDA equals or exceeds $25 million, with issuance within ten calendar days following the filing of BlockchAIn's 2026 annual report.

Key Dates

Recommendation

The filing presents a complex scenario. One Blockchain, the accounting acquirer, shows a concerning shift to net loss and reduced cash flow, despite strategic moves into self-mining and HPC. Signing Day Sports, the legal target, has explicit 'going concern' issues. While the merger provides a public listing for One Blockchain and potential capital access, the stated lack of operational synergies with Signing Day Sports and the significant dilution for SGN shareholders are notable drawbacks. The combined entity faces substantial risks inherent in the volatile cryptocurrency and competitive HPC markets, coupled with regulatory uncertainties. Given these mixed signals and high risks, a 'hold' recommendation is appropriate. Investors should monitor the successful consummation of the merger, the combined entity's ability to secure necessary financing, and its execution of the self-mining and HPC expansion strategies, particularly in managing energy costs and customer diversification, before making further investment decisions.

Keywords

Business Combination, SEC Filing, Form 8-K/A, Signing Day Sports, One Blockchain, BlockchAIn Digital Infrastructure, Cryptocurrency Mining, High-Performance Computing, AI Data Center, Merger, Financial Results, Risk Factors, Going Concern, Dilution, Capital Raise, Related Party Transactions, NYSE American, Blockchain Technology, Bitcoin Volatility, Regulatory Scrutiny