Business Context and Reporting Period
Company: Blockchain Digital Infrastructure, Inc. (Ticker: AIB)
Filing Type: Form 8-K (Current Report)
Date of Report: March 12, 2026 (Earliest event reported)
Event: Completion of a business combination (merger) with Signing Day Sports, Inc. and One Blockchain LLC.
Closing Date: March 16, 2026
On March 16, 2026, the Company consummated a business combination where Signing Day Sports and One Blockchain became wholly-owned subsidiaries. Signing Day Sports stock ceased trading on March 17, 2026, and the Company began trading under the symbol "AIB" on the NYSE American.
Key Financial Metrics and Transaction Details
Note: This filing is a Current Report regarding a corporate transaction and does not contain standard financial statements (Revenue, Profit, Cash Flow, or Margins) for the reporting period. Financial statements for the acquired business are to be filed within 71 days.
- Merger Consideration (Signing Day Sports): Existing shareholders received 3,198,511 BlockchAIn common shares based on an exchange ratio of 0.09334 BlockchAIn shares for each Signing Day Sports share.
- Merger Consideration (One Blockchain): Securityholders received 33,225,888 BlockchAIn common shares.
- Earnout Shares: Up to 3,863,460 additional shares may be issued to One Blockchain securityholders if 2026 EBITDA equals or exceeds $25 million.
- Advisory Shares: 1,204,669 shares issued to Maxim Group LLC (3.5% of transaction enterprise value), with potential for up to 140,126 additional shares upon earnout achievement.
- Executive Compensation (Consulting Fees):
- Daniel Nelson: $887,000 total fee (36-month term).
- Craig Smith: $438,000 total fee (36-month term).
- Jeffry Hecklinski: $438,000 total fee (30-month term).
- Equity Incentive Plan: 7,526,299 shares reserved for the 2026 Equity Incentive Plan.
Material Changes Versus Prior Period
- Corporate Structure: Transitioned from a standalone entity to a combined entity owning Signing Day Sports and One Blockchain as subsidiaries.
- Capitalization: Authorized common shares increased to 1,000,000,000; 100,000,000 shares of preferred stock authorized.
- Trading Status: Former Signing Day Sports stock delisted; new BlockchAIn stock (AIB) began trading on NYSE American.
- Leadership: New Board of Directors and Executive Officers appointed, including Jerry Tang (CEO), Jolienne Halisky (CFO), and Eyal Rozen (COO).
- Auditor: Appointed Carr, Riggs & Ingram, LLC as the new independent registered public accounting firm.
Guidance, Outlook, Risks, and Contingencies
Outlook and Contingencies:
- Earnout Condition: Future issuance of up to 3,863,460 shares is contingent on the combined entity achieving $25 million in EBITDA for the 2026 fiscal year.
- Lock-Up Agreements: Approximately 70.1% of post-closing shares are subject to a 6-month lock-up. A "leakout" provision allows holders to sell up to 25% of restricted shares if the stock trades at or above $9.375 per share for 20 out of 30 consecutive trading days.
Risks and Forward-Looking Statements:
The filing includes standard forward-looking statements regarding integration risks, funding sufficiency, market acceptance, competition, and regulatory compliance. The Company explicitly states that actual results may vary materially from projections due to these uncertainties.
Investor Verification Checklist
- Financial Statements: Verify the upcoming filing (within 71 days) for the financial statements of the acquired businesses and pro forma financial information.
- Earnout Viability: Assess the likelihood of the combined entity achieving the $25 million EBITDA threshold required to trigger the issuance of earnout shares.
- Lock-Up Expiration: Monitor the 6-month lock-up expiration date and the $9.375 price threshold for potential share sales by major holders.
- Executive Retention: Review the terms of the Executive Consulting Agreements for key former Signing Day Sports officers to ensure transition stability.
- Capital Structure: Confirm the final share count and dilution impact following the issuance of advisory and earnout shares.