Signing Day Sports executes definitive agreement with BlockchAIn Digital

Signing Day Sports (SGN) announced the signing of a definitive business combination agreement to acquire 100% of the issued and outstanding membership interest of One Blockchain, which will operate a crypto mining, AI and HPC data hosting company with plans for 200MW in total power capacity from facilities in South Carolina and Texas. The proposed transaction was previously announced on April 14, 2025 following the signing of a non-binding letter of intent. The transaction will be effected through a holding company structure, whereby Signing Day Sports and One Blockchain will become subsidiaries of BlockchAIn Digital Infrastructure. The transaction between One Blockchain and Signing Day Sports is expected to result in the combined company being traded on the NYSE American. Signing Day Sports will not be required to make any cash payment to One Blockchain or its securityholders in connection with the transaction. One Blockchain will continue to operate under blockchAIn DI’s management team led by Chairman and CEO Jerry Tang. In 2024, blockchAIn Digital Infrastructure generated audited revenue of approximately $26.8M and net income of approximately $5.7M. The business combination will be effectuated through a holding company structure, whereby Signing Day Sports and One Blockchain will become subsidiaries of PubCo through merger transactions. Under the BCA, the consideration to be paid at closing to the securityholders of One Blockchain will be comprised of PubCo common shares with a value of approximately $215M, subject to an exchange ratio and other certain adjustments, at an implied diluted value per share for PubCo of $5.12. Upon the closing of the business combination, the stock held by the stockholders of Signing Day Sports immediately before the closing of the transaction will be converted into the right to receive approximately 8.5% of the outstanding common stock of the combined company, and the equity securities of One Blockchain held by One Blockchain’s equity securityholders immediately before the closing of the transaction will be converted into the right to receive approximately 91.5% of the outstanding common shares of the combined company before fees and commissions to third parties. The board of directors of PubCo post-transaction will be comprised of no less than five and no greater than seven directors. At least one director will be designated by Signing Day Sports, and One Blockchain will designate the remaining directors. The BCA also includes an earnout, in which additional PubCo shares equaling 11.628% of the total number of shares of PubCo issued to One Blockchain’s securityholders at closing will be issued to such former One Blockchain securityholders. The Earnout Shares will be issued if PubCo achieves or exceeds net income plus interest, taxes, depreciation and amortization of $25M for the fiscal year ending December 31, 2026. The boards of both companies have unanimously approved the signing of the BCA. The proposed transaction is expected to close late in the second half of 2025, subject to satisfying certain customary closing conditions, including the receipt of approvals from Signing Day Sports’ shareholders and the listing of PubCo registered common shares on the NYSE American. The Business Combination Agreement contains customary representations, warranties and covenants made by Signing Day Sports and One Blockchain, including covenants that both parties use their commercially reasonably efforts to cause the transactions contemplated by the agreement to be completed, regarding obtaining the requisite approval of Signing Day Sports’ shareholders, regarding indemnification of directors and officers, and regarding Signing Day Sports’ and One Blockchain’s conduct of their respective businesses between the date of signing of the BCA and the closing. The BCA also contains certain termination rights for both Signing Day Sports and One Blockchain. The Signing Day Sports board of directors has recommended to Signing Day Sports shareholders that they vote to approve the BCA and the transaction. Signing Day Sports also received a fairness opinion in connection with the transaction.