8-K/A: Signing Day Sports Amends Merger Filing, One Blockchain Faces Losses

Signing Day Sports, Inc. filed an amendment to its business combination agreement, revealing One Blockchain LLC's recent financial losses and significant dilution for existing Signing Day Sports shareholders.

Summary

• Signing Day Sports, Inc. (SGN) filed an Amendment No. 3 to its Current Report on Form 8-K, primarily to update Item 9.01 related to a business combination.
• The filing details a Business Combination Agreement (BCA) with BlockchAIn Digital Infrastructure, Inc. (BlockchAIn) and One Blockchain LLC, where BlockchAIn will become the parent company of both SGN and One Blockchain.
• The transaction is intended to provide BlockchAIn with a path to public listing to improve access to capital, with no operational or strategic synergies expected from merging with a sports-related business.
• Existing Signing Day Sports stockholders are anticipated to own approximately 8.5% of BlockchAIn common shares post-closing, indicating significant dilution.
• One Blockchain LLC reported a net loss of approximately $63,363 for the three months ended September 30, 2025, and a net loss of approximately $116,396 for the nine months ended September 30, 2025, a significant decline from prior year's profitability.
• One Blockchain's revenues decreased by 12% for the three months ended September 30, 2025, to $4.2 million, and by 22% for the nine months ended September 30, 2025, to $13.5 million, primarily due to changes in customer mix and standstill agreements.
• Signing Day Sports itself has incurred recurring losses from operations and negative cash flows, with an accumulated deficit of approximately $28.5 million as of September 30, 2025, raising substantial doubt about its ability to continue as a going concern.
• One Blockchain's cash and cash equivalents significantly decreased to $8,506 as of September 30, 2025, from $131,107 at December 31, 2024, while total current liabilities increased to $8.5 million from $3.6 million in the same period.
• The combined pro forma net loss for BlockchAIn would be approximately $2.9 million for the nine months ended September 30, 2025, and $13.6 million for the fiscal year ended December 31, 2024.

Sentiment

Score: 2

Explanation: The filing indicates significant financial deterioration for One Blockchain LLC, with a shift from profitability to net losses and a substantial decrease in cash. Signing Day Sports, Inc. is facing severe liquidity issues and has a going concern doubt. While the business combination aims to provide capital access, the immediate financial performance and the high dilution for SGN shareholders present a very negative outlook.

Positives

• The business combination provides One Blockchain LLC a path to public listing, potentially improving access to capital markets.
• One Blockchain is strategically transitioning from a hosting model to a self-mining model and expanding into the high-performance computing (HPC) market, including a planned 50 MW AI data center component in Texas.
• One Blockchain completed the sale of all remaining modular mining containers in Q1 2025 as part of an asset optimization strategy.
• One Blockchain's management believes its loan receivable of $1,048,594 from related party VCV Digital Infrastructure Holdings is fully collectible due to collateral value.
• One Blockchain reported net income of approximately $5.6 million for the year ended December 31, 2024, demonstrating past profitability, although recent periods show losses.

Negatives

• Signing Day Sports (SGN) has incurred recurring losses from operations and negative cash flows, with an accumulated deficit of approximately $28.5 million as of September 30, 2025.
• SGN's management has concluded that factors raise substantial doubt about its ability to continue as a going concern for the fiscal year ended December 31, 2024.
• One Blockchain LLC reported a net loss of approximately $63,363 for the three months ended September 30, 2025, and a net loss of approximately $116,396 for the nine months ended September 30, 2025, a significant decline from prior periods.
• One Blockchain's revenues decreased by 12% to $4.2 million for the three months ended September 30, 2025, and by 22% to $13.5 million for the nine months ended September 30, 2025, compared to corresponding prior periods.
• One Blockchain's cash and cash equivalents decreased significantly to $8,506 as of September 30, 2025, from $131,107 at December 31, 2024.
• One Blockchain's total current liabilities increased substantially to $8,478,133 as of September 30, 2025, from $3,648,628 at December 31, 2024.
• Signing Day Sports stockholders will experience immediate and material dilution, owning approximately 8.5% of BlockchAIn common shares post-closing.
• One Blockchain has significant customer concentration, with approximately 93% of Q3 2025 revenues from two customers and 92% of nine-month 2025 revenues from three customers, including related party Blue Ridge Digital Mining.

Risks

• If the proposed Business Combination is not consummated, Signing Day Sports' business could suffer materially, its stock price could decline, and it may incur significant expenses and be unable to pursue business opportunities.
• Signing Day Sports has incurred and expects to continue to incur significant expenses related to the proposed Business Combination even if it is not consummated.
• 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 number of BlockchAIn common shares to be received by One Blockchain Securityholders is not adjustable based on the market price of Signing Day Sports common stock, exposing One Blockchain Securityholders to potential value fluctuations.
• Signing Day Sports stockholders will experience immediate and material dilution, owning approximately 8.5% of BlockchAIn common shares post-closing.
• 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 and profitability.
• The Business Combination is expected to result in a limitation on Signing Day Sports' ability to utilize its net operating loss carryforwards, potentially causing U.S. federal and state income taxes to be paid earlier.
• BlockchAIn may be deemed a 'controlled company' within the meaning of NYSE American rules due to Jerry Tang's anticipated indirect ownership of approximately 61% of the Combined Company's outstanding common stock, potentially leading to exemptions from certain corporate governance requirements.
• Signing Day Sports has total liabilities of approximately $1.1 million as of September 30, 2025, compared to approximately $0.2 million in cash and cash equivalents, increasing the risk of difficulty fulfilling financial obligations.
• Signing Day Sports will need to obtain additional funding to continue operations, and its current cash runway is insufficient to achieve or maintain positive cash flow, raising substantial doubt about its ability to continue as a going concern.
• Signing Day Sports operates in the highly competitive sports recruitment industry, which is subject to rapid and significant technological changes, and it may not be able to compete successfully.
• Signing Day Sports' software or services may not operate properly, and security measures could be breached, leading to reputational damage, liability claims, and reduced attractiveness of services.
• Signing Day Sports has incorporated artificial intelligence features into its platform, which is new and developing technology that may present risks such as brand harm, competitive harm, or legal liability.
• One Blockchain's operational results and growth are heavily dependent on securing and maintaining favorable agreements for power and land, and failure to do so could adversely impact its business and planned expansions.
• The availability of electric power may have technical, infrastructure, or regulatory limitations or may 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, shortages of materials and labor, unexpected budget increases, and permitting hurdles.
• One Blockchain's business is highly dependent on acquiring adequate cryptocurrency mining equipment from its suppliers, and it may not be able to obtain new hardware at competitive prices during times of high demand.
• 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 is subject to risks associated with its need for significant and reliable electric power, and the complexities of its power agreements, including annual true-up adjustments and mandatory curtailment requirements, could adversely impact costs and profitability.
• The cryptocurrency industry in which One Blockchain operates is characterized by constant changes, and any adverse development in the cryptocurrency or blockchain market could adversely affect its business and results of operations.
• 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 operations.
• The Bitcoin network is subject to halving events that reduce mining rewards, which could negatively impact One Blockchain's 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 One Blockchain's business, financial condition, and results of operations.
• One Blockchain's management and compliance personnel have limited experience handling a listed cryptocurrency mining-related services company, and its compliance program was established only recently, posing risks to regulatory compliance and risk management.

Future Outlook

One Blockchain LLC plans to transition from primarily a hosting model to a self-mining model at its South Carolina facility and develop significant self-mining capacity in Texas. It also intends to expand into the high-performance computing (HPC) market, including a potential 50 MW AI data center component at its planned Texas facility. The business combination with Signing Day Sports is 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. The combined entity, BlockchAIn Digital Infrastructure, Inc., expects to incur increased depreciation and amortization expenses due to asset revaluation and significant costs associated with public company compliance.

Management Comments

• Management of Signing Day Sports has concluded that historical recurring losses from operations and negative cash flows, as well as dependence on financings, raise substantial doubt about its ability to continue as a going concern for the fiscal year ended December 31, 2024.
• One Blockchain's 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.
• Jerry Tang, who will serve as Chief Executive Officer and as a director of BlockchAIn upon consummation of the Business Combination, will indirectly own a majority (approximately 61%) of the Combined Company's outstanding common stock.

Industry Context

The announcement relates to the convergence of the sports recruitment technology sector (Signing Day Sports) and the digital asset infrastructure/high-performance computing sector (One Blockchain LLC) through a business combination. One Blockchain operates in the highly competitive and volatile cryptocurrency mining and HPC markets, which are characterized by rapid technological advancements, significant energy consumption, and an evolving, often uncertain, regulatory landscape. The sports recruitment industry also faces intense competition and rapid technological changes. The transaction highlights a trend of companies seeking public market access for capital, even across disparate industry segments, to fund capital-intensive growth strategies in emerging technologies like blockchain and AI.

Management Changes

Corporate Governance

Legal Proceedings

• One Blockchain LLC was previously involved in a lawsuit with a 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, and the agreement was terminated.
• 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 LLC 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 LLC had a non-interest-bearing loan receivable of $1,048,594 from VCV Digital Infrastructure Holdings as of September 30, 2025, used to support surety bond requirements.
• One Blockchain LLC had a loan payable to VCV Digital Group totaling $18,750 as of September 30, 2025.
• As of September 30, 2025, One Blockchain LLC had receivables from related parties totaling $2,878,082, including $5,845 from BlockchAIn Digital Infrastructure, Inc., $30,000 from Elia Global Management, $39,616 from Tiger AIDC LLC, $629,739 from Tiger Cloud LLC, $1,713,000 from VCV Digital Group, LLC, and $459,883 from VCV Digital Solutions LLC.
• As of September 30, 2025, One Blockchain LLC had payables to related parties totaling $702,481, including $385,004 due to Atlas Cloud AI LLC, $78,019 due to Tiger AIDC SC1 LLC, and $239,458 due to Xin Capital Times Square LLC.
• In May 2025, VCV Digital Infrastructure Holdings LLC, a related party, acquired 100% of the equity interest in Blue Ridge Digital Mining, LLC. Concurrently, One Blockchain LLC acquired 60 Antbox containers from Blue Ridge Digital Mining for $2,332,000, payable in installments.

Stakeholder Impact

• Shareholders of Signing Day Sports will experience significant immediate and material dilution, owning only approximately 8.5% of the combined BlockchAIn entity.
• The market price of BlockchAIn common shares is expected to be volatile post-Business Combination, potentially leading to losses for investors.
• Current and prospective employees of Signing Day Sports could experience uncertainty about their future roles within the Combined Company, potentially affecting retention.
• Customers of One Blockchain may be impacted by the strategic shift to self-mining and HPC, and the company's ability to maintain service quality amidst operational changes and supplier dependencies.
• Suppliers, particularly the single energy provider (Lockhart Power Company) and the Antbox container provider (Blue Ridge Digital Mining), are critical to One Blockchain's operations, and any disruptions could impact the business.
• Creditors of Signing Day Sports face increased risk due to the company's significant liabilities relative to cash and the stated doubt about its ability to continue as a going concern.
• The concentration of ownership by One Blockchain securityholders (88.3%) and Jerry Tang's controlling stake (61%) in BlockchAIn will give them significant influence over management and affairs, potentially limiting the influence of other stockholders.

Next Steps

• BlockchAIn plans to publicly file or cause to be publicly filed relevant materials with the SEC, including a registration statement on Form S-4, which will contain a proxy statement of Signing Day Sports and a prospectus for registration of shares of BlockchAIn.
• The Registration Statement must be declared effective by the SEC.
• Following effectiveness, the definitive proxy statement/prospectus would be filed with the SEC and mailed or otherwise disseminated to Signing Day Sports Stockholders.
• The consummation of the proposed Business Combination is subject to a number of closing conditions, including approval by Signing Day Sports Stockholders and approval by the NYSE American of BlockchAIn's application for initial listing of its common shares.
• Earnout Shares may be issued to Tiger Cloud, VCV Digital, and Maxim Group if BlockchAIn's 2026 EBITDA equals or exceeds $25 million, to be issued within ten calendar days following the filing of the 2026 annual report.

Key Dates

Recommendation

The filing reveals a highly speculative and risky investment scenario. Signing Day Sports is explicitly facing 'substantial doubt about its ability to continue as a going concern' and has a significant accumulated deficit. While the business combination aims to provide a path to public capital, existing SGN shareholders will experience 'immediate and material dilution,' owning only 8.5% of the combined entity. Furthermore, One Blockchain LLC, the primary asset being acquired, has shown a concerning shift from profitability in 2024 to net losses and declining revenues in the first nine months of 2025, coupled with a drastic reduction in cash and a substantial increase in liabilities. The combined pro forma financials also project significant losses. Given the severe financial distress of SGN, the substantial dilution, and the recent negative performance of One Blockchain, existing SGN shareholders should consider selling to mitigate further losses. For new investors, the high level of risk, market volatility, and regulatory uncertainties in the cryptocurrency and HPC sectors make this a highly speculative venture with a poor risk-reward profile.

Keywords

Business Combination, SEC Filing, 8-K/A, Signing Day Sports, One Blockchain, BlockchAIn Digital Infrastructure, Cryptocurrency Mining, High-Performance Computing, Dilution, Going Concern, Financial Losses, Revenue Decline, Related Party Transactions, Regulatory Risk, Bitcoin Volatility, Capital Raise