AIB · BlockchAIn Digital Infrastructure, Inc.

This filing reflects the completion of a reverse acquisition business combination between BlockchAIn Digital Infrastructure, Inc. and Signing Day Sports, Inc., with One Blockchain LLC also integrated into the pro forma presentation. The transaction closed on March 16, 2026, following stockholder approval and NYSE American listing clearance. As a reverse acquisition under ASC 805, BlockchAIn is the accounting acquirer, and Signing Day Sports’ financials are treated as those of the acquiree — hence the inclusion of its audited 2025 and 2024 financials (Exhibit 99.1), which show deteriorating operational performance: revenue declined 50% year-over-year to $0.31M while net loss narrowed slightly to $4.23M — though still accompanied by a qualified going-concern opinion due to sustained losses, negative operating cash flow ($4.64M used), and an accumulated deficit exceeding $29.9M. In contrast, One Blockchain (Exhibit 99.2) generated $18.52M in 2025 revenue but posted a $0.81M net loss — a sharp reversal from its $5.51M net income in the 2024 successor period — reflecting higher costs and operating expenses, including $3.52M in SG&A and $0.86M in depreciation/amortization. Its consolidated balance sheet shows $17.30M in total assets, anchored by $4.85M in goodwill and $8.87M in property and equipment, but also $8.73M in current liabilities. The unaudited pro forma combined financials (Exhibit 99.3) illustrate the scale impact: combined 2025 revenue reaches $18.82M, yet pro forma net loss balloons to $6.44M due to consolidation of Signing Day Sports’ losses and $1.38M in transaction-related expenses. With 37.65M pro forma diluted shares outstanding, the implied loss per share drops to $0.17 — signaling dilution-driven EPS improvement despite underlying operational weakness. Critically, the purchase price allocation remains preliminary, and final fair value assessments — especially for intangible assets and contract liabilities — may materially alter goodwill and future amortization expense.