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May 28, 2025, 7:39 p.m.
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Signing Day Sports to Acquire One Blockchain LLC, Expanding into Crypto Mining and AI Data Hosting

Brief news summary

Signing Day Sports, Inc. (NYSE American: SGN) is acquiring One Blockchain LLC, operator of BlockchAIn Digital Infrastructure, a prominent firm in cryptocurrency mining, AI, and high-performance computing (HPC) data hosting. The merged company will be renamed BlockchAIn Digital Infrastructure and remain listed on the NYSE American. Currently, it runs a 40 MW crypto mining facility in South Carolina, with plans to expand to 50 MW and develop a new 150 MW modular site in Texas by late 2026 to support crypto, AI, and HPC workloads. In 2024, BlockchAIn DI reported audited revenues of $26.8 million and net income of $5.7 million. The firm aims to shift primarily to internal crypto mining by early 2026 to enhance energy efficiency. Valued at around $215 million based on public shares, the deal gives One Blockchain shareholders 91.5% ownership and Signing Day Sports 8.5%, with an earnout granting additional shares if 2026 EBITDA exceeds $25 million. Pending approvals, the transaction is expected to close in late 2025, combining scalable blockchain and AI infrastructure to fuel growth and boost shareholder value.

Signing Day Sports, Inc. (“Signing Day Sports” or “SGN”) (NYSE American: SGN) announced a definitive business combination agreement to acquire 100% of One Blockchain LLC, the operating affiliate of BlockchAIn Digital Infrastructure (“blockchAIn DI”), forming a public company focused on crypto mining, artificial intelligence (AI), and high-performance computing (HPC) data hosting. BlockchAIn DI reported audited 2024 revenue of approximately $26. 8 million and net income of $5. 7 million. The transaction includes an earnout based on blockchAIn DI achieving $25 million EBITDA for 2026, and will close at a significant premium to SGN’s current stock price. The agreement formalizes a previously announced transaction from April 14, 2025. Post-transaction, Signing Day Sports and One Blockchain will be subsidiaries of newly formed BlockchAIn Digital Infrastructure, Inc. (“PubCo”), to be listed on NYSE American. Signing Day Sports will not pay cash for the acquisition; One Blockchain will remain under current management led by CEO Jerry Tang. blockchAIn DI operates a 40 MW crypto mining hosting facility in South Carolina, expandable to 50 MW pending utility approval, and is transitioning to internally owned crypto mining operations by late 2025 or early 2026 to boost revenue growth. Additionally, it is commissioning a new 150 MW facility in Texas, supporting crypto mining, AI, and HPC data hosting, expected online in late 2026. The Texas site’s modular design allows flexibility: 100 MW initially focused on in-house crypto mining, with the remaining 50 MW allocated for AI and HPC hosting, providing agile revenue mix options as markets evolve. Signing Day Sports views the deal as an opportunity to combine its recruitment platform with blockchAIn DI’s scalable, cash-flow positive bitcoin mining and AI data center infrastructure, positioning the combined company to capitalize on the expanding HPC market. Danny Nelson, CEO of Signing Day Sports, expressed enthusiasm about the strategic growth prospects created by blockchAIn DI’s capacity in South Carolina and Texas and the potential to meet increasing HPC demands. Jerry Tang, CEO of One Blockchain, highlighted blockchAIn DI’s rapid revenue and income growth since inception, its commitment to sustainable blockchain computing infrastructure, and the benefits of accelerated public market growth following the combination. Transaction terms outline that Signing Day Sports shareholders will convert their stock into approximately 8. 5% of the combined company’s common stock, with One Blockchain securityholders receiving about 91. 5%, prior to fees and commissions. Consideration to One Blockchain’s securityholders consists of PubCo common shares valued around $215 million, subject to adjustment.

An earnout entitles One Blockchain shareholders to additional shares representing 11. 628% of their initial PubCo shares if 2026 EBITDA exceeds $25 million. The combined company’s board will include five to seven directors, with at least one nominated by Signing Day Sports. The transaction requires customary approvals including Signing Day Sports shareholder consent and NYSE American listing clearance, with closing anticipated in late 2025. Both companies’ boards have unanimously approved the agreement. Signing Day Sports received a fairness opinion to support the transaction. Maxim Group LLC serves as financial advisor and Loeb & Loeb LLP as counsel to blockchAIn DI, while Bevilacqua PLLC advises Signing Day Sports. Signing Day Sports offers a recruitment platform to help student-athletes connect with college coaches through video-enabled profiles. More information is available at https://bit. ly/SigningDaySports. Following the filing of the registration statement (Form S-4) with the SEC and its effectiveness, detailed proxy and prospectus materials will be distributed to shareholders. Investors and security holders are urged to review all transaction materials carefully upon availability at www. sec. gov. Signing Day Sports’ directors, officers, and employees may participate in solicitation of proxies related to the business combination. Additional information on participants will be included in forthcoming SEC filings. One Blockchain’s management currently holds no Signing Day Sports securities. This announcement is not an offer to sell or solicitation to buy securities. The completion of the transaction depends on satisfying customary conditions and regulatory approvals. Forward-looking statements contained herein involve risks including, but not limited to, transaction completion, regulatory approvals, market acceptance, competition, operational risks, and other factors detailed in SEC filings. Actual results may differ materially from projections. Signing Day Sports and One Blockchain disclaim any obligation to update forward-looking statements except as required by law. Investor contact: Crescendo Communications, LLC 212-671-1020 SGN@crescendo-ir. com


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