Signing Day Sports (SGN) has announced a definitive business combination agreement to acquire 100% of the membership interest in One Blockchain, a company focused on crypto mining, AI, and HPC data hosting, with plans to develop 200MW of power capacity across facilities in South Carolina and Texas. This transaction, initially revealed on April 14, 2025, follows a previously signed non-binding letter of intent. The acquisition will be structured through a holding company, BlockchAIn Digital Infrastructure (BlockchAIn DI), making both Signing Day Sports and One Blockchain subsidiaries. Post-transaction, the combined company is expected to list on the NYSE American. Signing Day Sports will not make cash payments to One Blockchain or its securityholders; instead, the consideration will consist of PubCo common shares valued at approximately $215 million at closing, subject to adjustments and an implied diluted share value of $5. 12. The business combination involves merger transactions where Signing Day Sports and One Blockchain become subsidiaries under PubCo. Following the closing, current Signing Day Sports shareholders’ stock will convert to about 8. 5% ownership of the combined entity, while One Blockchain’s equity holders will receive approximately 91. 5%, prior to third-party fees. Management of One Blockchain will remain under BlockchAIn DI’s leadership, headed by Chairman and CEO Jerry Tang.

In 2024, BlockchAIn DI reported audited revenues near $26. 8 million and net income around $5. 7 million. The combined company’s board will consist of five to seven directors, with at least one designated by Signing Day Sports and the remainder by One Blockchain. Additionally, the agreement includes an earnout provision, issuing extra PubCo shares equal to 11. 628% of the shares allocated to One Blockchain’s securityholders at closing if PubCo attains net income plus interest, taxes, depreciation, and amortization (EBITDA) of $25 million or more for the fiscal year ending December 31, 2026. Both companies’ boards have unanimously approved the agreement, which is targeted to close in the late second half of 2025, pending customary closing conditions, including shareholder approvals and listing on the NYSE American. The Business Combination Agreement outlines standard representations, warranties, covenants—including efforts to complete the transaction, shareholder approvals, indemnification of directors and officers, and operational conduct until closing—and termination rights for both parties. Signing Day Sports’ board recommends shareholders approve the agreement and transaction. Moreover, Signing Day Sports received a fairness opinion regarding the deal.