BlockchAIn Completes Tri-Party Merger, One Blockchain Dominates Ownership

Ticker: AIB · Form: 10-K · Filed: Mar 31, 2026 · CIK: 0002070542

Sentiment: mixed

Topics: Blockchain, Mergers and Acquisitions, Digital Infrastructure, Cryptocurrency, Earnout, SEC Filing, Emerging Growth Company

Related Tickers: AIB

TL;DR

**AIB's merger is a high-stakes bet on One Blockchain's future performance, with a massive earnout dangling for 2026 EBITDA.**

AI Summary

BlockchAIn Digital Infrastructure, Inc. (AIB) completed a significant Business Combination on March 16, 2026, merging with Signing Day Sports and One Blockchain. This transaction resulted in One Blockchain Securityholders owning approximately 88.3% of BlockchAIn, Signing Day Sports stockholders owning 8.5%, and Maxim Group LLC owning 3.2%. Prior to this, BlockchAIn had nominal operations, being incorporated on April 11, 2025. The Business Combination involved the exchange of Signing Day Sports common stock at an Exchange Ratio of 0.09334 and the cancellation of One Blockchain membership interests in exchange for 33,225,888 BlockchAIn common shares. Signing Day Sports stockholders received 3,198,511 BlockchAIn common shares. An earnout provision allows One Blockchain Securityholders to receive up to 3,863,460 additional BlockchAIn common shares if 2026 EBITDA equals or exceeds $25 million. Maxim Group also received 1,204,669 BlockchAIn common shares for advisory services. The company's market value of voting and non-voting common equity held by non-affiliates was $0 as of June 30, 2025, with 37,629,068 shares outstanding as of March 30, 2026.

Why It Matters

This complex tri-party merger fundamentally reshapes BlockchAIn Digital Infrastructure, Inc. (AIB), transforming it from a shell company into a significant player in the blockchain and digital infrastructure space, heavily influenced by One Blockchain's former securityholders. For investors, the $0 market value for non-affiliate common equity as of June 30, 2025, signals a pre-merger blank slate, making the post-merger valuation and the potential $25 million 2026 EBITDA target critical for future share price performance. The substantial ownership stake of One Blockchain Securityholders (88.3%) and the earnout structure align their interests with BlockchAIn's future profitability, but also concentrate control. The competitive landscape in digital infrastructure is intense, and AIB's ability to achieve its EBITDA targets will determine its standing against established players.

Risk Assessment

Risk Level: high — The company had nominal operations prior to the March 16, 2026 Business Combination, indicating a lack of historical operating performance for investors to evaluate. The aggregate market value of voting and non-voting common equity held by non-affiliates was $0 as of June 30, 2025, suggesting extreme illiquidity and uncertainty before the merger. Furthermore, the significant earnout provision tied to a $25 million 2026 EBITDA target introduces substantial performance risk, as failure to meet this target could impact investor confidence and future share value.

Analyst Insight

Investors should closely monitor BlockchAIn's Q1 2026 earnings and subsequent reports for progress towards the $25 million 2026 EBITDA target, as this is a key driver for the earnout shares and future valuation. Given the high ownership concentration by One Blockchain Securityholders, understanding their strategic direction and management's execution capabilities will be paramount.

Key Numbers

Key Players & Entities

FAQ

What was the primary business activity of BlockchAIn Digital Infrastructure, Inc. before the merger?

Prior to the Business Combination on March 16, 2026, BlockchAIn Digital Infrastructure, Inc. had nominal operations, having been incorporated on April 11, 2025.

Who are the main owners of BlockchAIn Digital Infrastructure, Inc. after the Business Combination?

After the Business Combination, One Blockchain Securityholders own approximately 88.3% of BlockchAIn, Signing Day Sports stockholders own approximately 8.5%, and Maxim Group LLC owns approximately 3.2%.

What is the significance of the $25 million 2026 EBITDA target for BlockchAIn?

The $25 million 2026 EBITDA target is a critical performance milestone. If met, One Blockchain Securityholders will receive up to 3,863,460 additional BlockchAIn common shares as part of an earnout provision.

How many shares of BlockchAIn common stock were outstanding as of March 30, 2026?

As of March 30, 2026, BlockchAIn Digital Infrastructure, Inc. had 37,629,068 outstanding shares of common stock, with a par value of $0.0001 per share.

What was the market value of BlockchAIn's common equity held by non-affiliates before the merger?

As of June 30, 2025, the aggregate market value of the voting and non-voting common equity held by non-affiliates of BlockchAIn Digital Infrastructure, Inc. was $0.

What was the Exchange Ratio for Signing Day Sports common stock in the merger?

The final Exchange Ratio for each share of Signing Day Sports common stock to be converted into BlockchAIn common shares was determined to be 0.09334, with fractional shares rounded up to one.

When did BlockchAIn Digital Infrastructure, Inc. complete its Business Combination?

BlockchAIn Digital Infrastructure, Inc. completed its Business Combination on March 16, 2026, merging with Signing Day Sports and One Blockchain.

What role did Maxim Group LLC play in the BlockchAIn Business Combination?

Maxim Group LLC served as the financial advisor to One Blockchain and, as consideration for these advisory services, received 1,204,669 BlockchAIn common shares at the closing of the Business Combination.

What are the potential risks associated with BlockchAIn's post-merger operations?

Key risks include the ability to achieve the $25 million 2026 EBITDA target for earnout shares, potential volatility of Bitcoin and other cryptocurrencies, and the ability to control electricity costs for its digital infrastructure operations.

Will BlockchAIn Digital Infrastructure, Inc. issue additional shares in the future?

Yes, BlockchAIn may issue up to 3,863,460 additional BlockchAIn common shares to One Blockchain Securityholders if the 2026 EBITDA equals or exceeds $25 million, with issuance expected within ten calendar days of the 2026 annual report filing.

Industry Context

BlockchAIn Digital Infrastructure, Inc. operates in the digital infrastructure sector, with a focus amplified by its recent business combination involving entities related to blockchain technology and sports media. The company's formation and immediate consolidation suggest a strategy to leverage emerging technologies and market niches. The competitive landscape likely includes established players in cloud computing, data management, and specialized blockchain solutions, alongside emerging startups.

Regulatory Implications

As a newly consolidated entity with a focus on blockchain, BlockchAIn Digital Infrastructure, Inc. may face evolving regulatory scrutiny related to digital assets, data privacy, and cybersecurity. Compliance with financial reporting standards for a combined entity, especially post-merger, is critical. The company's operations could also be subject to regulations specific to the sports technology and digital media sectors it serves.

What Investors Should Do

  1. Monitor 2026 EBITDA performance
  2. Analyze post-combination revenue streams
  3. Evaluate the impact of Maxim Group's ownership

Key Dates

Glossary

Business Combination
The merger of BlockchAIn Digital Infrastructure, Inc. with Signing Day Sports and One Blockchain. (This is the core transaction that defines the current structure and ownership of the company.)
2026 EBITDA
Net income plus interest, taxes, depreciation, and amortization for the fiscal year ending December 31, 2026, with specific adjustments for transaction-related costs and Signing Day Sports' consolidated EBITDA. (Key metric for determining the earnout payment to One Blockchain Securityholders.)
Exchange Ratio
The ratio of 0.09334 used to convert Signing Day Sports common stock into BlockchAIn common shares during the Business Combination. (Determines the number of BlockchAIn shares received by Signing Day Sports stockholders.)
Advisory Agreement
The M&A Advisory Agreement between One Blockchain LLC and Maxim Group LLC dated January 29, 2025. (Governs the advisory services provided by Maxim Group LLC, for which they received BlockchAIn common shares.)

Year-Over-Year Comparison

As BlockchAIn Digital Infrastructure, Inc. was incorporated on April 11, 2025, and the Business Combination closed on March 16, 2026, this 10-K filing represents the initial reporting period for the combined entity. Therefore, direct year-over-year comparisons of financial metrics like revenue, net income, or margins are not applicable. The prior period would reflect only nominal operations of the shell company, making the current filing a baseline for future performance analysis.

Filing Stats: 4,455 words · 18 min read · ~15 pages · Grade level 12.3 · Accepted 2026-03-31 06:45:06

Key Financial Figures

Filing Documents

BUSINESS

BUSINESS 1 ITEM IB. UNRESOLVED STAFF COMMENTS. 34 ITEM 1C. CYBERSECURITY. 34 ITEM 2. PROPERTIES. 35 ITEM 3.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 36 ITEM 4. MINE SAFETY DISCLOSURES 36 PART II 37 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 37 ITEM 6. [RESERVED] 37 ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 37 ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 48 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. 48 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. 48 ITEM 9A.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES. 48 ITEM 9B. OTHER INFORMATION. 49 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. 49 PART III 50 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. 50 ITEM 11.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION. 50 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 50 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. 50 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. 50 PART IV 51 ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES. 51 Item 16. Form 10-K Summary 55 i CERTAIN TERMS When used throughout this annual report on Form 10-K, references to: "2026 EBITDA" means net income plus interest, taxes, depreciation and amortization of BlockchAIn for the fiscal year ending December 31, 2026, adjusted to eliminate (without duplication) (x) the effects of the Transactions, including fees and expenses, taxes incurred, paid or recognized, any gain or loss on disposition, and any one-time accounting charges, adjustments or write-downs, in each case directly attributable to the Transactions, and (y) any revenue, net income, or component of EBITDA of Signing Day Sports consolidated into the financial statements of BlockchAIn. "Advisory Agreement" means the M&A Advisory Agreement between One Blockchain LLC c/o VCV Digital and Maxim Group LLC dated January 29, 2025. "AI" means "artificial intelligence," which refers to the simulation of human intelligence processes by machines, enabling capabilities like learning, reasoning, and problem-solving. "Bitcoin" means the currency and unit of account based on the first system, protocol and network of decentralized digital money as initially introduced in a white paper titled Bitcoin: A Peer-to-Peer Electronic Cash System by Satoshi Nakamoto . "Block" means a file containing information on transactions completed during a given time period. Blocks are the constituent parts of a blockchain. "Blockchain" means a distributed ledger system that is a sequence of blocks stored consecutively in a public database. "BlockchAIn," the "Company," "we," "us," "our," or the "Combined Company" means BlockchAIn Digital Infrastructure, Inc., a Delaw

BUSINESS

ITEM 1. BUSINESS Our Corporate Overview BlockchAIn was originally incorporated in the state of Delaware on April 11, 2025. Prior to the Business combination described below, the Company had nominal operations. On March 16, 2026, BlockchAIn completed the Business Combination with Signing Day Sports, pursuant to the Business Combination Agreement providing for (1) the merger of Merger Sub I with and into Signing Day Sports, with Signing Day Sports surviving as a wholly-owned subsidiary of BlockchAIn (the "Signing Day Sports Merger") and (2) the merger of Merger Sub II with and into One Blockchain, with One Blockchain surviving as a wholly-owned subsidiary of BlockchAIn (the "One Blockchain Merger"). In connection with the Business Combination, the stockholders of Signing Day Sports and securityholders of One Blockchain received BlockchAIn common shares as part of the Business Combination. Upon the consummation of the Business Combination, the One Blockchain Securityholders became owners of approximately 88.3% of BlockchAIn, the Signing Day Sports became owners of approximately 8.5% of BlockchAIn, and Maxim Group LLC became owners of approximately 3.2% of BlockchAIn. This Annual Report on Form 10-K reports our business and financial results on a consolidated basis and therefore, the use of the words "we," "our," the "Company" and "Blockchain Digital Infrastructure" means BlockchAIn Digital Infrastructure, Inc. and its subsidiaries. Where necessary for clarification purposes, Blockchain Digital Infrastructure, Signing Day Sports or One Blockchain may be used independently. Description of the Business Combination On May 27, 2025, the Company entered into the Business Combination Agreement with Signing Day Sports, Merger Sub I, Merger Sub II, and One Blockchain, providing for a business combination. Upon the consummation of the Business Combination, Merger Sub I merged with and into Signing Day Sports, with Signing Day Sports surviving as a wholly-owned subsidiar

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