425: Signing Day Sports, One Blockchain Merge to Form BlockchAIn Digital

Signing Day Sports, Inc. and One Blockchain LLC are proceeding with a reverse acquisition to form BlockchAIn Digital Infrastructure, Inc., with the combined entity facing significant financial challenges and a highly volatile market.

Summary

• Signing Day Sports, Inc. (SDS) is undergoing a business combination with One Blockchain LLC (formerly BV Power Alpha LLC) to form a new publicly traded parent entity, BlockchAIn Digital Infrastructure, Inc. (BlockchAIn).
• The transaction is structured as a reverse acquisition, with One Blockchain being the accounting acquirer and SDS the accounting acquiree.
• Upon closing, SDS stockholders are anticipated to own approximately 8.5% of BlockchAIn common shares, One Blockchain securityholders approximately 88.3%, and Maxim Partners (or its designees) approximately 3.2%.
• The closing is expected in the fourth quarter of 2025, subject to customary conditions including stockholder approval and NYSE American listing.
• Earnout Shares will be issued to Tiger Cloud LLC and VCV Digital Solutions LLC (One Blockchain Securityholders) if BlockchAIn's 2026 EBITDA equals or exceeds $25 million, representing 11.628% of their initial BlockchAIn common shares.
• Maxim Partners will also receive 3.5% of the total transaction enterprise value at closing and, if applicable, 3.5% of any Earnout Shares.
• One Blockchain reported a net loss of $0.5 million for the three months ended June 30, 2025, a significant decline from a net income of $0.5 million in the prior year period.
• For the six months ended June 30, 2025, One Blockchain recorded a net loss of $0.1 million, compared to a net income of $3.7 million for the corresponding period in 2024.
• One Blockchain's total revenue for the six months ended June 30, 2025, decreased by 26% to $9.2 million, primarily due to standstill agreements with its main customer, Blue Ridge Digital Mining.
• SDS reported a net loss of approximately $2.2 million for the six months ended June 30, 2025, and an accumulated deficit of approximately $27.9 million.
• The unaudited pro forma combined financial statements project a net loss of $2.26 million for the six months ended June 30, 2025, and $14.54 million for the fiscal year ended December 31, 2024.
• One Blockchain acquired 60 Antbox containers from Blue Ridge Digital Mining, a related party, for $2.332 million, payable in monthly installments through July 2027, as part of a strategic shift towards self-mining and HPC.
• One Blockchain's cash and cash equivalents significantly decreased from $4.7 million at December 31, 2023, to $1,457 at June 30, 2025.

Sentiment

Score: 3

Explanation: The sentiment is negative due to significant financial losses for both entities, particularly the sharp decline in One Blockchain's recent profitability and severe liquidity issues. The pro forma combined entity also projects substantial losses. While the merger aims for improved capital access, the inherent risks of the volatile cryptocurrency industry, high customer concentration, and substantial dilution for existing SDS shareholders present considerable challenges.

Positives

• The business combination aims to provide BlockchAIn with improved access to capital markets as a publicly listed entity.
• The consolidation under VCV Digital is expected to deliver enhanced strategic alignment, improved operational oversight, and expanded access to capital resources for One Blockchain.
• One Blockchain's asset optimization strategy included the sale of all remaining modular mining containers in Q1 2025, streamlining operations.
• The acquisition of 60 Antbox containers allows One Blockchain to restructure tenancy composition, optimize profits, and diversify credit risk beyond a single anchor tenant.

Negatives

• One Blockchain reported a net loss of $0.5 million for the three months ended June 30, 2025, a significant decline from a net income of $0.5 million in the prior year period.
• One Blockchain's total revenue for the six months ended June 30, 2025, decreased by 26% to $9.2 million, primarily due to price concessions from standstill agreements with its main customer.
• Signing Day Sports has a history of recurring losses from operations and negative cash flows, with an accumulated deficit of approximately $27.9 million as of June 30, 2025.
• The pro forma combined entity (BlockchAIn) projects a substantial net loss of $2.26 million for the six months ended June 30, 2025, and $14.54 million for the fiscal year ended December 31, 2024.
• Signing Day Sports stockholders will experience immediate and material dilution, owning only approximately 8.5% of BlockchAIn common shares post-closing.
• One Blockchain's cash and cash equivalents have drastically decreased from $4.7 million at December 31, 2023, to $1,457 at June 30, 2025, indicating severe liquidity constraints.
• One Blockchain's working capital shifted to a deficit of $(1.6) million as of December 31, 2024, from a surplus of $3.6 million at December 31, 2023.

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 termination fees.
• The consummation of the Business Combination is subject to various closing conditions, including stockholder approval and NYSE American listing, which may not be satisfied or waived.
• Signing Day Sports' officers and directors have interests in the Business Combination that differ from or are in addition to those of securityholders, potentially influencing their support.
• The market price of BlockchAIn common shares following the Business Combination may decline due to negative investor reaction, unmet analyst expectations, or failure to achieve perceived benefits.
• Signing Day Sports will experience immediate and material dilution, owning only approximately 8.5% of BlockchAIn common shares post-closing.
• 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 success post-Business Combination depends on key personnel, and their loss could negatively impact operations and profitability.
• Signing Day Sports has incurred losses since inception and has a significant accumulated deficit, raising substantial doubt about its ability to continue as a going concern without additional funding.
• Relatively high interest rates may adversely impact Signing Day Sports' business by increasing interest expense and borrowing costs.
• Signing Day Sports operates in a highly competitive sports recruitment industry characterized by rapid technological changes, and it may fail to compete successfully.
• Signing Day Sports' software or services may not operate properly, leading to reputational damage, liability claims, or diversion of resources.
• Security breaches or failures in Signing Day Sports' systems could lead to unauthorized access to customer data, significant liabilities, and harm to its reputation.
• The incorporation of artificial intelligence features into Signing Day Sports' platform is new and developing, presenting risks of negative impacts, reputational harm, competitive harm, or legal liability.
• Failure to protect the confidentiality of trade secrets, know-how, and other proprietary information could adversely affect the value of Signing Day Sports' technology.
• Claims by others that Signing Day Sports infringes their intellectual property could force it to incur significant costs or revise its business operations.
• One Blockchain currently generates the majority of its revenue (91-99% across various periods) from a single customer, Blue Ridge Digital Mining, which is controlled by its CEO, exposing it to significant customer concentration and related party risks.
• One Blockchain's operational results and growth are heavily dependent on securing and maintaining favorable agreements for power and land, with planned expansions contingent on new electric service agreements and negotiations.
• The availability of electric power may have technical, infrastructure, or regulatory limitations or be interrupted by power outages, harming One Blockchain's ability to grow 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.
• The development and construction of new data center facilities are subject to significant risks, including delays, cost overruns, and permitting hurdles.
• One Blockchain operates in highly competitive Bitcoin mining and HPC markets, facing numerous companies with potentially greater financial resources, established relationships, or advanced technology.
• Failure to accurately estimate factors for contract pricing may lead to less profit or losses on contracts for One Blockchain.
• One Blockchain's business is dependent on acquiring adequate cryptocurrency mining equipment from suppliers, and shortages or uncompetitive prices could materially affect its future business.
• 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 risks.
• One Blockchain is subject to risks associated with significant and reliable electric power, including annual true-up adjustments and mandatory curtailment requirements that could adversely impact costs and profitability.
• The cryptocurrency industry is characterized by constant changes, and One Blockchain's failure to continuously innovate or meet customer expectations could adversely affect its business.
• The unregulated nature and lack of transparency surrounding 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 price of Bitcoin is highly volatile, and decreases could adversely affect One Blockchain's business, financial condition, and results of operations, particularly from planned self-mining.
• 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.
• Increases in the Bitcoin network's global hash rate and mining difficulty could adversely affect One Blockchain's Bitcoin mining operations.
• Technological obsolescence of mining equipment could negatively impact One Blockchain's business, requiring significant capital expenditures to upgrade its fleet.
• Regulatory changes or actions may restrict the use of cryptocurrencies or mining activities, adversely affecting One Blockchain's business model.
• The loss or destruction of private keys required to access anticipated Bitcoin holdings could be irreversible, leading to permanent loss of assets.
• If a third-party custodian is used for Bitcoin holdings, assets could be at risk in the event of the custodian's bankruptcy or insolvency.
• Competition from the emergence or growth of other digital assets could negatively impact the price of Bitcoin.
• Bitcoin exchanges and wallets, and the Bitcoin network itself, may suffer from hacking and fraud risks, eroding user confidence and decreasing demand for services.
• Malicious actors or botnets obtaining control of more than 50% of the processing power on the Bitcoin network could alter the blockchain, causing significant disruption.
• The acceptance of Bitcoin network software patches or upgrades by a significant, but not overwhelming, percentage of users could result in a fork in the blockchain, eroding user confidence.
• Cryptocurrency transactions are irrevocable, and if stolen or incorrectly transferred, cryptocurrencies may be irretrievable.
• Geopolitical, economic, or other events could motivate large-scale sales of cryptocurrencies, exerting downward pressure on prices.
• Cryptocurrencies face significant scaling obstacles that can lead to high fees or slow transaction settlement times, potentially altering competitive dynamics.
• Significant changes to the method of validating blockchain transactions (e.g., shift from Proof-of-Work to Proof-of-Stake) could harm One Blockchain's self-mining business.
• Miners may sell a substantial number of cryptocurrencies into the market, exerting downward pressure on prices.
• Limited precedent for financial accounting for Bitcoin and other cryptocurrencies means accounting determinations may be subject to change, potentially requiring restatements.
• One Blockchain's limited operating history as a company transitioning to self-mining and HPC makes it difficult to evaluate future prospects and financial performance.
• One Blockchain will require significant capital to fund its growth strategy, and failure to obtain necessary financing could adversely affect its growth and operations.
• One Blockchain is subject to a highly-evolving regulatory landscape, and adverse changes or failure to comply could adversely affect its business, reputation, or operations.
• Interactions with a blockchain may expose One Blockchain to specially designated nationals (SDN) or blocked persons, or cause violations of laws not contemplating distributed ledger technology.
• One Blockchain may be involved in legal and other disputes, including with suppliers, customers, or employees, which could result in substantial costs and damage to reputation.
• One Blockchain may increasingly become a target for public scrutiny, including complaints to regulatory agencies, negative media coverage, and malicious allegations.
• One Blockchain's insurance coverage is limited and may not be adequate to cover potential losses and liabilities.
• Bitcoin mining activities are energy-intensive, which may restrict geographic locations and have a negative environmental impact, leading to public opposition or government restrictions.
• One Blockchain's business operations may have an intrinsic need for governmental interactions, subjecting it to higher corruption risks.
• Failure to obtain or renew necessary approvals, licenses, permits, and certifications could materially and adversely affect One Blockchain's business.
• One Blockchain may be subject to fines and other administrative penalties resulting from its business operations.
• Uncertainty of the regulatory environment and inability to anticipate and respond to potential changes in government policies and regulations will significantly impact One Blockchain's business.
• A determination that any cryptocurrency is a security may adversely affect its value and could therefore adversely affect One Blockchain's business.
• Miners on blockchain networks could, under certain circumstances, be viewed as statutory underwriters or brokers subject to regulation under the Exchange Act.
• 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.
• 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 laws and regulations affecting public companies.
• One Blockchain's management has limited experience with compliance with public company obligations, and the Combined Company's resources may not be sufficient.
• Anti-takeover provisions in the Combined Company's charter documents and under Delaware law could make an acquisition more difficult and may prevent attempts by stockholders to replace management.
• The pro forma financial statements are for illustrative purposes only and may not be indicative of the Combined Company's actual financial condition or results of operations.
• Future sales of shares by existing stockholders could cause the Combined Company's stock price to decline.
• The BlockchAIn Amended and Restated Certificate of Incorporation will designate the Court of Chancery in Delaware as the exclusive forum for certain actions, potentially limiting stockholders' ability to obtain a favorable judicial forum.
• As an emerging growth company, BlockchAIn cannot be certain if reduced disclosure requirements will make its common shares less attractive to investors.

Future Outlook

The combined entity, BlockchAIn Digital Infrastructure, Inc., is expected to become a publicly traded company in the fourth quarter of 2025, aiming to improve access to capital markets. One Blockchain 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, with a potential 50 MW AI data center component. The issuance of Earnout Shares is contingent on BlockchAIn achieving a 2026 EBITDA of $25 million or more. The company anticipates increased depreciation and amortization expenses in future periods due to asset revaluation from pushdown accounting. Management believes existing cash, expected operating cash flows, and related party support will be adequate to meet obligations for the foreseeable future, despite current liquidity challenges.

Management Comments

• Daniel Nelson, Chief Executive Officer of Signing Day Sports, Inc., signed the report.
• Management of One Blockchain concluded that shortfalls from standstill agreements represent price concessions (variable consideration) rather than credit defaults, leading to reclassification as revenue reductions.
• Management of One Blockchain believes that existing cash, expected operating cash flows, and related party support will be adequate to meet the company's obligations and planned expenditures for the foreseeable future.
• One Blockchain's management monitors related party balances and transactions to ensure transparency and compliance with applicable accounting standards.

Industry Context

The business combination positions BlockchAIn Digital Infrastructure, Inc. to operate in the rapidly evolving digital asset infrastructure and high-performance computing (HPC) markets, including blockchain computing and artificial intelligence (AI). The cryptocurrency industry, particularly Bitcoin mining, is characterized by intense competition, rapid technological advancements, and significant volatility in asset prices and energy costs. The industry faces increasing regulatory scrutiny globally, with evolving laws and potential restrictions on energy consumption and the classification of digital assets. The planned expansion into self-mining and HPC by One Blockchain aligns with trends towards vertical integration and diversification within the digital infrastructure space, but also introduces new risks related to specialized infrastructure, competition from established providers, and attracting HPC customers. The market for Bitcoin mining hardware is competitive with limited manufacturers, and demand can outpace supply, affecting costs and expansion plans.

Comparison to Industry Standards

• The filing does not provide specific comparisons to global benchmarks or named comparable companies/projects. However, it highlights that the Bitcoin mining and HPC data center markets are intensely competitive, with many competitors potentially having greater financial resources, established relationships, or more advanced technology.
• One Blockchain's reliance on a single third-party electricity provider and a single supplier for mobile Bitcoin mining containers (Antboxes) indicates a concentration risk that may be higher than industry best practices for supply chain diversification.
• The significant customer concentration with Blue Ridge Digital Mining (a related party) for 91-99% of One Blockchain's revenue is a notable deviation from diversified revenue streams typically sought in mature industries, although efforts are being made to diversify subtenants.
• The rapid technological obsolescence of mining equipment mentioned is a common industry characteristic, requiring continuous capital investment to remain competitive.

Management Changes

Corporate Governance

Legal Proceedings

• One Blockchain was previously involved in a lawsuit with a 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 is now terminated.
• The company is involved, from time to time, in litigation, other legal claims, and proceedings associated with its business, including matters involving credit card fraud, trademarks, intellectual property, licensing, taxation, and employee relations. Management believes current matters will not have a material adverse effect on financial statements, but this assessment could change.

Related Party Transactions

• One Blockchain's primary customer, Blue Ridge Digital Mining, which accounts for 91-99% of its revenue, is controlled by Jerry Tang, One Blockchain's Chief Executive Officer and indirect majority owner.
• One Blockchain reimbursed one of its members approximately $79,700 for selling, general, and administrative expenses during the three months ended June 30, 2025, and $159,350 for the six months ended June 30, 2025.
• As of June 30, 2025, One Blockchain had a loan receivable of $1,044,315 from VCV Digital Infrastructure Holdings (a member) to support surety bond requirements, which is non-interest-bearing and considered fully collectible.
• As of June 30, 2025, One Blockchain had a loan payable to VCV Digital Infrastructure Holdings LLC of $995,145 and to VCV DG totaling $18,750.
• One Blockchain had receivables from related parties totaling $1,106,451 as of June 30, 2025, including $39,616 from Tiger AIDC LLC, $797,802 from Tiger Cloud LLC, and $269,033 from VCV Digital Solutions LLC.
• One Blockchain had payables to related parties totaling $470,305 as of June 30, 2025, including $390,800 due to Atlas Cloud AI LLC and $79,505 due to Tiger AIDC SC1 LLC.
• On May 15, 2025, One Blockchain acquired 60 Antbox containers from Blue Ridge Digital Mining, LLC, a related party under common control of VCV, for $2,332,000, payable in installments.

Stakeholder Impact

• **Shareholders (Signing Day Sports)**: Will experience immediate and material dilution, owning only approximately 8.5% of the combined BlockchAIn entity. Their investment will be subject to the highly volatile cryptocurrency market and the financial performance of One Blockchain.
• **Shareholders (One Blockchain Securityholders)**: Will own approximately 88.3% of the combined BlockchAIn entity, gaining public market access but also exposure to public company compliance costs and market volatility.
• **Employees (Signing Day Sports)**: May experience uncertainty about future roles within the combined company, potentially affecting retention. Accelerated vesting of equity awards for some employees is noted.
• **Employees (One Blockchain)**: Key personnel are expected to remain, but the combined company's success depends on their efforts. Some may be unfamiliar with SEC public company requirements.
• **Customers (One Blockchain)**: The restructuring of tenancy composition and agreements aims to optimize profits and diffuse credit risk, potentially leading to changes in service terms or relationships. Continued high customer concentration with related parties remains a risk.
• **Creditors**: The combined entity's ability to meet financial obligations will depend on its future financial and operating performance, which is subject to significant risks and uncertainties, including the need for additional funding.

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 BlockchAIn shares.
• The Registration Statement must be declared effective by the SEC, followed by the filing and dissemination of its definitive proxy statement/prospectus to Signing Day Sports Stockholders.
• The Business Combination is expected to close in the fourth quarter of 2025, subject to the satisfaction or waiver of closing conditions, including stockholder approval and NYSE American listing.
• BlockchAIn will issue Earnout Shares to One Blockchain Securityholders if its 2026 EBITDA equals or exceeds $25 million, within ten calendar days following the filing of its 2026 annual report.
• One Blockchain plans to transition to a self-mining model at its South Carolina facility and develop a 150 MW facility in Texas, including a potential 50 MW AI data center component.

Key Dates

Recommendation

The filing reveals a highly speculative business combination with significant risks and adverse financial trends. Existing Signing Day Sports shareholders face immediate and substantial dilution (down to 8.5% ownership) into a combined entity that projects significant pro forma net losses. One Blockchain, the accounting acquirer, has shown a sharp decline in recent profitability and severe liquidity issues, with cash balances dwindling to a negligible amount. The business model is heavily exposed to the volatile cryptocurrency market, high customer concentration with related parties, and evolving regulatory uncertainties. While the aim is to improve capital access, the current financial health and inherent risks suggest a high probability of further share price decline and substantial risk to investment capital for existing SDS shareholders. A seasoned investor would likely seek to exit their position given the unfavorable terms and high uncertainty.

Keywords

Business Combination, Reverse Acquisition, SEC Filing, BlockchAIn Digital Infrastructure, Signing Day Sports, One Blockchain, Cryptocurrency Mining, High-Performance Computing, AI Data Center, EBITDA, Earnout Shares, Financial Performance, Liquidity, Regulatory Risk, Bitcoin Volatility, Share Dilution, Going Concern, Related Party Transactions, NYSE American Listing, Form 8-K/A