AIB Data Centers Inc 8-K/A, filed May 14, 2026
AIB Data Centers Inc. (AIB)
About this 8-K/A
AIB Data Centers Inc filed this 8-K/A on May 14, 2026, reporting on events of March 12, 2026.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging Growth Company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY NOTE
On March 18, 2026, the Company filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting, among other items,
the consummation of the Business Combination.
This Amendment No 1 on Form 8-K amends the Original Form 8-K to provide the audited financial statements of Signing Day Sports and proforma
financial information required by Items 9.01(b) of Form 8-K, respectively. Other than as disclosed, this filing does not update,
amend, or modify any information, statement or disclosure contained in or filed with the Original Form 8-K. Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Original Form 8-K.
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Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements required by Item 9.01(a) are attached hereto as Exhibit 99.1 and are incorporated herein by reference.
(b) Pro Forma Financial Information
Certain unaudited pro forma condensed combined financial information is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
(d) Exhibits
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 14, 2026 | BLOCKCHAIN DIGITAL INFRASTRUCTURE, INC. | |
| /s/ Jerry Tang | ||
| Name: | Jerry Tang | |
| Title: | Chief Executive Officer and President | |
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Exhibit 23.1
Certified Public Accountants and Advisors
A PCAOB Registered Firm
713-489-5635 bartoncpafirm.com Cypress, Texas
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference of our report in this Current Report on Form 8-K/A, of our report dated May 13, 2026, with respect to our audits of the financial statements of Signing Day Sports, Inc. as of December 31, 2025 and 2024, and for the years then ended, which includes an explanatory paragraph regarding substantial doubt about its ability to continue as a going concern. We also consent to the reference to us under the heading “Experts” in such Current Report.
Very truly yours,
Cypress, Texas
May 14, 2026
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We hereby consent to the inclusion of our report dated March 31, 2026, relating to the consolidated financial statements of One Blockchain, LLC, as of December 31, 2025, which appear in this Current Report on Form 8-K/A of BlockchAIn Digital Infrastructure, Inc.
Very truly yours,
/s/ Carr, Riggs & Ingram, L.L.C.
Carr, Riggs & Ingram, L.L.C
PCAOB ID Number: 213
Palm Beach Gardens, FL
May 14, 2026
Exhibit 99.1
Signing Day Sports, Inc.
As of December 31, 2025 (Successor) and December 31, 2024
(Predecessor) and Years Ended December 31, 2025 and 2024
(Predecessor)
TABLE OF CONTENTS
i
Report of Independent Registered Public Accounting Firm
Certified Public Accountants and Advisors
A PCAOB Registered Firm
713-489-5635 bartoncpafirm.com Cypress, Texas
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of Signing Day Sports, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Signing Day Sports, Inc. (the Company) as of December 31, 2025 and 2024, and the related statements of operations, stockholders’ deficit, and cash flows for each of the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has sustained significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. Management’s plans in that regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
1
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Going Concern
As described in Note 1 to the financial statements, the Company has sustained significant losses and negative cash flows from operations and is dependent on debt and equity financing to fund operations. If the Company is unable to improve operational performance or is unable to raise sufficient funding, it may not be able to meet its current and future obligations.
Accordingly, the company has determined that these factors raise substantial doubt as to the Company’s ability to continue as a going concern for a period of one year from the date these financial statements are issued.
Management’s plans to identify adequate sources of funding to provide operating capital for continued growth. Auditing the Company’s assessment and related disclosures regarding its ability to continue as a going concern required significant auditor judgment due to the high level of uncertainty surrounding the projections and assumptions related to the timing and likelihood of future cash flows, including external funding which cannot be assumed. Assessing whether the Company’s disclosures adequately reflect the uncertainty and risks associated with its going concern status also demanded considerable auditor judgement and effort.
We have served as the Company’s auditor since 2024.
Cypress, Texas
May 13, 2026
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Balance Sheets
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 57,196 | $ | 181,271 | ||||
| Accounts receivable | 25,152 | 75,168 | ||||||
| Prepaid expense | 12,120 | 23,554 | ||||||
| Total current assets | 94,468 | 279,993 | ||||||
| Property and equipment, net | 8,422 | 12,708 | ||||||
| Internally developed software, net | 452,655 | 660,485 | ||||||
| Operating lease right of use asset, net | 48,881 | 130,164 | ||||||
| Intangible assets, net | - | 7,333 | ||||||
| Deferred offering costs | - | - | ||||||
| Other assets | 34,232 | 24,000 | ||||||
| Total assets | $ | 638,658 | $ | 1,114,683 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 1,151,036 | $ | 2,251,307 | ||||
| Accrued liabilities | 680,446 | 456,290 | ||||||
| Deferred revenue | 1,427 | 2,416 | ||||||
| Current operating lease right of use liability | 54,878 | 89,447 | ||||||
| Warrant liability | - | 35,190 | ||||||
| Loans payable | - | 431,030 | ||||||
| Total current liabilities | 1,887,787 | 3,265,680 | ||||||
| Non-current liabilities | ||||||||
| Noncurrent operating lease liability | - | 54,877 | ||||||
| Total liabilities | $ | 1,887,787 | $ | 3,320,557 | ||||
| Stockholders’ equity (deficit) | ||||||||
| Common stock: par value $0.0001 per share; 150,000,000 authorized shares, 4,232,781 and 909,232 shares issued and outstanding as of December 31, 2025 and 2024, respectively | 425 | 92 | ||||||
| Preferred Stock: 150,000,000 authorized shares, 0 shares issued and outstanding as of December 31, 2025 and 2024, respectively. | - | - | ||||||
| Additional paid-in capital | 28,663,831 | 23,478,933 | ||||||
| Subscription receivable | (11 | ) | (11 | ) | ||||
| Accumulated deficit | (29,913,374 | ) | (25,684,888 | ) | ||||
| Total stockholders’ equity (deficit) | (1,249,129 | ) | (2,205,874 | ) | ||||
| Total liabilities and stockholders’ equity | $ | 638,658 | $ | 1,114,683 | ||||
The accompanying notes are an integral part of these financial statements.
3
Statements of Operations
| For the Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues, net | $ | 307,991 | $ | 615,551 | ||||
| Cost of revenues | 37,036 | 200,802 | ||||||
| Gross profit | 270,955 | 414,749 | ||||||
| Operating cost and expenses | ||||||||
| Advertising and marketing | 6,808 | 94,814 | ||||||
| General and administrative | 5,005,153 | 7,813,759 | ||||||
| Total operating expenses | 5,011,961 | 7,908,573 | ||||||
| Net loss from operations | (4,741,006 | ) | (7,493,824 | ) | ||||
| Other income (expense) | ||||||||
| Interest expense | (7,329 | ) | (774,399 | ) | ||||
| Deferred tax income, net | - | (65,000 | ) | |||||
| Change in fair value of derivative and gain on warrant exercise | 10,764 | 332,325 | ||||||
| Other income (expense), net | 509,085 | (725,054 | ) | |||||
| Total other income (expense) | 512,520 | (1,232,128 | ) | |||||
| Net loss | $ | (4,228,486 | ) | $ | (8,725,952 | ) | ||
| Weighted Average Common shares outstanding - basic and diluted | 3,326,345 | 426,931 | ||||||
| Net loss per common share - basic and diluted | $ | (1.27 | ) | $ | (20.44 | ) | ||
The accompanying notes are an integral part of these financial statements.
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Statements of Stockholders’ Equity (Deficit)
| Additional | Total Stockholders’ | |||||||||||||||||||||||
| Common Stock | Paid-in | Subscription | Accumulated | Equity | ||||||||||||||||||||
| Shares | Amount | Capital | Receivable | Deficit | (Deficit) | |||||||||||||||||||
| Balance at December 31, 2023 | 276,013 | $ | 29 | $ | 18,703,049 | $ | (11 | ) | $ | (16,958,936 | ) | $ | 1,744,131 | |||||||||||
| Stock-based compensation expense | 87,667 | 10 | 1,397,792 | - | - | 1,397,802 | ||||||||||||||||||
| Issuance of commitment fee pursuant to equity line of credit | 14,798 | 1 | 505,359 | - | - | 505,360 | ||||||||||||||||||
| Issuance of common stock pursuant to equity line of credit | 2,385 | 1 | 50,625 | - | - | 50,626 | ||||||||||||||||||
| Stock-based compensation canceled / returned | (17,241 | ) | (4 | ) | (181,256 | ) | - | - | (181,260 | ) | ||||||||||||||
| Issuance of commitment fee Firstfire Prom Note | 5,787 | 1 | 81,110 | - | - | 81,111 | ||||||||||||||||||
| Boustead Issuance on Firstfire Transaction | 273 | 1 | 3,832 | - | - | 3,833 | ||||||||||||||||||
| FirstFire Convertible Note and Interest Converted | 42,744 | 4 | 615,503 | - | - | 615,507 | ||||||||||||||||||
| Bevilacqua PLLC Warrants Exercised | 52,083 | 5 | 24,995 | - | - | 25,000 | ||||||||||||||||||
| Bevilacqua PLLC Warrants Issued for letter of credit extension | - | - | 625,000 | - | - | 625,000 | ||||||||||||||||||
| Clayton Adams Warrants Converted | 6,944 | 1 | 103,332 | - | - | 103,333 | ||||||||||||||||||
| Common stock issued for consulting services | 13,934 | 1 | 127,213 | - | - | 127,214 | ||||||||||||||||||
| Boustead Termination Agreement | 62,500 | 6 | 736,875 | - | - | 736,881 | ||||||||||||||||||
| Firstfire Warrants Exercised | 23,792 | 2 | 214,132 | - | - | 214,134 | ||||||||||||||||||
| Stock Split Round Up Shares | 197,041 | 20 | (20 | ) | - | - | - | |||||||||||||||||
| ATM Agreement Issuance | 140,512 | 14 | 471,393 | - | - | 471,407 | ||||||||||||||||||
| Net loss | - | - | - | - | (8,725,952 | ) | (8,725,952 | ) | ||||||||||||||||
| Balance at December 31, 2024 | 909,232 | $ | 92 | $ | 23,478,933 | $ | (11 | ) | $ | (25,684,888 | ) | $ | (2,205,874 | ) | ||||||||||
| Stock-based compensation expense | - | - | 214,520 | - | - | 214,520 | ||||||||||||||||||
| ATM Agreement Issuance | 2,969,903 | 297 | 4,591,551 | - | - | 4,591,848 | ||||||||||||||||||
| FirstFire Warrants Exercised | 18,646 | 2 | 47,732 | - | - | 47,734 | ||||||||||||||||||
| Equity Line of Credit commitment fee | 50,000 | 5 | (5 | ) | - | - | - | |||||||||||||||||
| Equity Line of Credit issuance | 285,000 | 29 | 331,100 | - | - | 331,129 | ||||||||||||||||||
| Net loss | - | - | - | - | (4,228,486 | ) | (4,228,486 | ) | ||||||||||||||||
| Balance at December 31, 2025 | 4,232,781 | $ | 425 | $ | 28,663,831 | $ | (11 | ) | $ | (29,913,374 | ) | $ | (1,249,129 | ) | ||||||||||
The accompanying notes are an integral part of these financial statements.
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Statements of Cash Flows
| For the Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (4,228,486 | ) | $ | (8,725,952 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 219,449 | 232,399 | ||||||
| Amortization of debt discount | - | 673,426 | ||||||
| Commitment shares issued for common stock | - | 509,193 | ||||||
| Pre-funded warrants for legal letter of credit | - | 625,000 | ||||||
| Common stock issued for consulting services | - | 127,214 | ||||||
| Common stock issued in connection with Boustead warrants | - | 736,881 | ||||||
| Gain on change in fair value of warrants | (10,764 | ) | (332,325 | ) | ||||
| Stock-based compensation | 214,520 | 1,216,542 | ||||||
| (Increase) decrease in assets: | ||||||||
| Accounts receivable | 50,016 | (16,393 | ) | |||||
| Prepaid and other assets | 1,202 | 170,787 | ||||||
| Operating lease right of use asset | 81,283 | 78,279 | ||||||
| Deferred offering costs | - | - | ||||||
| Deferred tax asset | - | 65,000 | ||||||
| Increase (decrease) in liabilities: | ||||||||
| Accounts payable | (1,100,271 | ) | 1,521,772 | |||||
| Accrued liabilities | 224,156 | 137,453 | ||||||
| Deferred revenue | (989 | ) | (1,866 | ) | ||||
| Lease liabilities | (89,446 | ) | (83,737 | ) | ||||
| Net cash used in operating activities | (4,639,330 | ) | (3,066,327 | ) | ||||
| Cash flows from investing activities | ||||||||
| Proceeds from investments | - | 2,109,011 | ||||||
| Development of internal software | - | 24,376 | ||||||
| Purchase of property and equipment | - | (15,789 | ) | |||||
| Net cash provided by investing activities | - | 2,117,598 | ||||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of convertible notes | - | 416,000 | ||||||
| Proceeds from loans payable | - | 887,376 | ||||||
| Payments on loans payable | (431,030 | ) | - | |||||
| Repayment of revolving line of credit | - | (2,000,000 | ) | |||||
| Payments on convertible notes | - | (56,715 | ) | |||||
| Proceeds from issuance of common stock pursuant to ATM Agreement | 4,591,848 | 212,778 | ||||||
| Proceeds from issuance of common stock pursuant to equity line of credit | 351,129 | 50,626 | ||||||
| Payment of equity issuance costs | (20,000 | ) | - | |||||
| Proceeds from exercise of warrants | 23,308 | 25,000 | ||||||
| Distribution to member | - | 471,407 | ||||||
| Net cash provided by financing activities | 4,515,255 | 6,472 | ||||||
| Net increase (decrease) in cash and cash equivalents | (124,075 | ) | (942,257 | ) | ||||
| Cash and cash equivalents, beginning of period | 181,271 | 1,123,528 | ||||||
| Cash and cash equivalents, end of period | $ | 57,196 | $ | 181,271 | ||||
| Supplemental cash flow information | ||||||||
| Cash paid for interest expense | $ | 7,329 | $ | - | ||||
| Supplemental disclosure of non-cash financing activities: | ||||||||
| Issuance of common stock in accordance with exercise of warrants | $ | 24,426 | $ | - | ||||
| Helena equity line-of-credit commitment fee shares | $ | - | $ | - | ||||
| Amortization of deferred equity issuance costs | $ | - | $ | - | ||||
The accompanying notes are an integral part of these financial statements.
6
Notes to Financial Statements
Note 1 - Principal Business Activity and Significant Accounting Policies
Principal Business Activity
Signing Day Sports, Inc. (formerly known as Signing Day Sports, LLC) (“Company”) was formed and began operations in January 2019 and provides a digital ecosystem to help high school athletes get discovered and recruited by college coaches across the United States of America.
The Company’s website and mobile phone application provides an opportunity for athletes to create a personal profile by uploading measurables, videos of key drills, testing stats, academics, and demographic information. Coaches can evaluate a prospect’s video, watch two separate prospects side by side simultaneously, and perform other actions with the video to visually evaluate talent. Intangible assets consist of development software, customer lists, trademarks, software IP, and customer data in the form of verifiable video uploads, player statistics, and academic records.
Segment Disclosure
The Company determined that there is one reportable segment, with activities related to digital products. The website and mobile phone application have similar economic characteristics and nature of services. Refer to Note 14 Segment Information for further details.
Going Concern Considerations
Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We sustained significant losses and negative cash flows from operations and are dependent on debt and equity financing to fund operations. We incurred a net loss of approximately $4.2 million and $8.7 million for the years ended December 31, 2025 and 2024, respectively. We had cash used in operating activities of approximately $4.7 million and $3.1 million for the years ended December 31, 2025 and 2024, respectively, and have an accumulated deficit of approximately $29.9 million and $25.7 million as of December 31, 2025 and 2024, respectively. These conditions raise substantial doubt about our ability to continue as a going concern.
Failure to successfully continue to grow operational revenues could harm our profitability and adversely affect our financial condition and results of operations. We face all of the risks inherent in a new business, including the need for significant additional capital, management’s potential underestimation of initial and ongoing costs, and potential delays and other problems in connection with establishing sales channels.
We are continuing our plan to further grow and expand operations and seek sources of capital to pay our contractual obligations as they come due. The accompanying financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Basis of Presentation
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).
Estimates
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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Cash and Cash Equivalents
The Company considers all short-term, highly liquid investments, including certificates of deposit (“CDs”) purchased with an original maturity of three months or less at the date of purchase, to be cash equivalents. Cash deposits are held with financial institutions with investment-grade ratings in the United States of America, or U.S. Cash deposits may exceed federally insured limits. As of December 31, 2025 and 2024, cash and cash equivalents consisted of cash on deposit with banks denominated in U.S. dollars and investments in money market funds.
Accounts Receivable and Allowance for Credit Losses
Accounts Receivable are recorded at the invoiced amount. The Company may maintain an allowance for credit losses which represents the portion of accounts receivable that is not expected to be collected over the duration of its contractual life. Credit losses are recorded if the Company believes a customer may not be able to meet their financial obligations. A considerable amount of judgment is required in determining expected credit losses. Relevant factors include prior collection history of the customer, the related aging of past due balances, projections of credit losses based on past events or historical trends, and the consideration of forecasts of future economic conditions. Allowance for credit losses are based on facts available and are re-evaluated and adjusted on a regular basis. There were $25,152 and $75,168 of open receivables at December 31, 2025 and 2024, respectively. At December 31, 2025 and 2024 the Company believes the accounts receivable are fully collectable and thus there was no allowance for credit losses established.
Property and Equipment
Property and equipment is recorded at cost. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are charged to expense. When equipment is retired or sold, the cost and related accumulated depreciation are eliminated and the resultant gain or loss is reflected on the statement of operations.
Depreciation is provided using the straight-line method, based on useful lives of the assets which range from three to five years.
The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Based on this assessment there was no impairment at December 31, 2025 and 2024.
Internally Developed Software
Software consists of an internally developed information system for use by the Company in matching athletes with qualified coaches. The Company has capitalized costs incurred with development and upgrades of the information system in accordance with applicable accounting standards. Costs incurred up to and including the feasibility stage of development as well as maintenance costs are expensed as incurred. The Company amortizes these capitalized costs on a straight-line basis over the estimated useful life of the asset of five years.
The Company periodically performs reviews of the recoverability of such capitalized technology costs. At the time a determination is made that capitalized amounts are not recoverable based on estimated cash flows to be generated from technology; any remaining capitalized amounts are written off. During the years ended December 31, 2025 and 2024 the Company did not have an impairment charge.
8
Intangible Assets
Intangible assets consist of customer lists, trademarks, software IP, and customer data in the form of verifiable video uploads, player statistics, and academic records. Intangible assets are stated at cost less accumulated amortization. For intangible assets that have finite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets. For intangible assets with indefinite lives, the assets are tested periodically for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.
Stock Subscription Receivable
The Company records stock issuances at the effective date. If the subscription is not funded upon issuance, the Company records a stock subscription receivable as an asset on the balance sheet. When stock subscription receivables are not received prior to the issuance of financial statements at a reporting date in satisfaction of the requirements under Accounting Standards Codification (“ASC”), 505-10-45-2, the stock subscription receivable is reclassified as a contra account to stockholder’s equity (deficit) on the balance sheet.
Concentrations of Credit Risk
Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. Total cash balances exceeded insured balances by the Federal Deposit Insurance Corporation during the years ended December 31, 2025 and 2024. The Company has cash equivalents that are invested in highly rated money market funds invested only in obligations of the U.S. government and its agencies.
Warrant Liability
Warrants for shares that are not deemed to be indexed to the Company’s shares are classified as liabilities in the consolidated balance sheets. At initial recognition, the Company classified these warrants as liabilities on the balance sheets at their estimated fair value. The liability classified warrants are subject to remeasurement at each balance sheet date, with changes in fair value recognized in gain or loss on fair value adjustment of stock warrant liabilities in the consolidated statements of operations.
Fair Value Measurements
The Company uses the fair value framework that prioritizes the inputs to valuation techniques for recognizing financial assets and liabilities measured on a recurring basis and for non-financial assets and liabilities when these items are re-measured. Fair value is considered to be the exchange price in an orderly transaction between market participants, to sell an asset or transfer a liability at the measurement date. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. The Company categorizes each of its fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety.
These levels are:
Level 1 – This level consists of valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured.
Level 2 – This level consists of valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques.
Level 3 – This level consists of valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect assumptions about inputs that market participants would use in pricing an asset or liability.
The Company’s financial instruments also include accounts receivable, accounts payable, and accrued liabilities. Due to the short-term nature of these instruments, their fair values approximate their carrying values on the balance sheet.
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ASC 825, Financial Instruments (“ASC 825”), allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date.
The Company identified certain warrant instruments that are required to be presented on the balance sheets at fair value in accordance with ASC 820, Fair Value Measurement (“ASC 820”). The balance of the related warrant liability was $0 and $35,190 as of December 31, 2025 and 2024, respectively.
Due to the short-term nature of all other financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet dates.
Income Taxes
Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of internally developed software and net operating loss and research and development tax credit carry forwards for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The Company evaluates its tax positions that have been taken or are expected to be taken on income tax returns to determine if an accrual is necessary for uncertain tax positions. As of December 31, 2025 and 2024, there were no unrecognized tax benefits. The Company will recognize future accrued interest and penalties related to unrecognized tax benefits in income tax expense if incurred. As of December 31, 2025, the 2021 through 2025 tax years generally remain subject to examination by federal and state authorities.
Deferred Revenue
Deferred revenues are contract liabilities for collections on subscription agreements in excess of revenue recognized.
Revenue Recognition
The Company accounts for revenue under the guidance of ASC 606, Revenue from Contracts from Customers (“ASC 606”).
ASC 606 prescribes a five-step model that focuses on transfer of control and entitlement to payment when determining the amount of revenue to be recognized. The five steps are as follows: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.
Revenue from performance obligations satisfied at a point in time consist of sales to individuals representing a one-month subscription and are recognized at the end of the subscription.
Revenue from performance obligations satisfied over time consists of the sale of subscription agreements to individual organizations or customers that are more than one month in duration and are recognized on a monthly basis over the life of the subscription agreement.
Subscription Terms
Users may access the Company’s website and application on either a free-trial or paid basis. Users that are not eligible or no longer eligible for free-trial access are required to have subscriptions by making payment to the Company prior to access to the Company’s website and application. If a required payment is not made, access to the Company’s website and application is suspended until the required payment is received.
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Advertising Costs
Advertising and marketing costs are expensed as incurred. Such costs amounted to $6,808 and $94,814 for the years ended December 31, 2025 and 2024, respectively. Advertising costs are included in advertising and marketing expenses in the Statements of Operations.
Contract Costs
Incremental costs of obtaining a contract are expensed as incurred as the amortization period of the asset that otherwise would have been recognized is estimated to be one year or less.
Stock-Based Compensation
The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense at the fair value of stock-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all stock-based awards granted to employees, officers, and directors based on the grant date fair value. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services.
Basic and Diluted Net Loss per Common Share
Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As the Company generated net losses for the periods presented, diluted net loss per share is the same as basic loss per share as the effect of the issuance of restricted stock awards, stock options, and warrants would be anti-dilutive.
The following potentially dilutive shares were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive:
| Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Stock options | 6,024 | 6,024 | ||||||
| Warrants | 20,306 | 38,952 | ||||||
Leases
At the inception or modification of a contract, the Company determines whether a lease exists and classifies its leases as an operating or finance lease at commencement. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent their obligation to make lease payments arising from the lease.
As most of the Company’s leases generally do not provide an implicit interest rate, the lease liability is calculated at lease commencement as the present value of unpaid lease payments using the Company’s estimated incremental borrowing rate. The incremental borrowing rate represents the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease.
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The right-of-use asset also reflects any prepaid rent, initial direct costs incurred, and lease incentives received. The Company’s lease terms may include optional extension periods when it is reasonably certain that those options will be exercised.
Leases with an initial expected term of 12 months or less are not recorded in the Balance Sheet and the related lease expense is recognized on a straight-line basis over the lease term. For certain classes of underlying assets, the Company has elected to not separate fixed lease components from the fixed non-lease components.
New Accounting Pronouncements
The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it which are listed below:
On November 4, 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” that improves financial reporting by requiring public companies to disclose additional information about certain expenses in the notes to the financial statements. The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2023-07 and intends to adopt and report on this topic as required by this ASU.
Note 2 - Revenue
The following table disaggregates the Company’s revenue based on the timing of satisfaction of performance obligations as of:
| For the Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue recognized over time | $ | 4,117 | $ | 615,551 | ||||
| Revenue recognized at a point in time | 303,874 | - | ||||||
| Total revenue from contracts with customers | $ | 307,991 | $ | 615,551 | ||||
The following table presents our contract liabilities (deferred revenue) and certain information related to these balances as of:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Contract liabilities (deferred revenue) | $ | 1,427 | $ | 2,416 | ||||
| For the Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue recognized in the period from: | ||||||||
| Amounts included in contract liabilities at the beginning of the period | $ | 1,431 | $ | 4,282 | ||||
The Company recognized the December 31, 2024 balance fully in the year ended December 31, 2025. The Company expects to recognize the December 31, 2025 balance fully in the year ended December 31, 2026.
Revenue Concentration
Apple
For the year ended December 31, 2025, 5,759 Apple units sold accounted for approximately 41% of the annual revenue recorded. For the year ended December 31, 2024, 8,281 Apple units sold accounted for approximately 30% of the annual revenue recorded.
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Shopify
For the year ended December 31, 2025, 1,302 Shopify units sold accounted for approximately 45% of the annual revenue recorded. For the year ended December 31, 2024, 3,142 Shopify units sold accounted for approximately 55% of the annual revenue recorded.
Note 3 - Property and Equipment, net
The Company’s property and equipment include the following:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Office Furniture | $ | 21,430 | $ | 21,430 | ||||
| Less: accumulated depreciation | (13,008 | ) | (8,722 | ) | ||||
| Property and equipment, net | $ | 8,422 | $ | 12,708 | ||||
Depreciation expense of property and equipment was $4,286 and $8,158 for the years ended December 31, 2025 and 2024, respectively.
Note 4 - Internally Developed Software
Internally developed software asset consists of the following:
| Accumulated | ||||||||||||||||
| Cost Basis | Amortization | Impairment | Net | |||||||||||||
| December 31, 2025 | ||||||||||||||||
| Internally developed software | $ | 1,039,151 | $ | (586,496 | ) | $ | - | $ | 452,655 | |||||||
| December 31, 2024 | ||||||||||||||||
| Internally developed software | $ | 1,039,151 | $ | (378,666 | ) | $ | - | $ | 660,485 | |||||||
Amortization expense for the years ended December 31, 2025 and 2024, was $207,830 and $210,674, respectively.
Note 5 - Intangible Assets
The Company’s intangible assets include the following:
| Accumulated | ||||||||||||
| Cost Basis | Amortization | Net | ||||||||||
| December 31, 2025 | ||||||||||||
| Intellectual property | $ | 22,000 | $ | (22,000 | ) | $ | - | |||||
| Proprietary technology | 18,700 | (18,700 | ) | - | ||||||||
| Total | $ | 40,700 | $ | (40,700 | ) | $ | - | |||||
| December 31, 2024 | ||||||||||||
| Intellectual property | $ | 22,000 | $ | (14,667 | ) | $ | 7,333 | |||||
| Proprietary technology | 18,700 | (18,700 | ) | - | ||||||||
| Total | $ | 40,700 | $ | (33,367 | ) | $ | 7,333 | |||||
Amortization expense for the years ended December 31, 2025 and 2024 was $7,333 and $13,567, respectively. As of December 31, 2025, the Company’s intangible assets are fully depreciated, and no additional amortization expense will be recognized in future periods.
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Note 6 - Accrued Liabilities
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Accrued Expenses | $ | 89,310 | $ | 14,583 | ||||
| Accrued Payroll | 118,701 | 179,940 | ||||||
| Accrued Interest | 472,435 | 261,767 | ||||||
| Total Accrued Expenses | $ | 680,446 | $ | 456,290 | ||||
8% Nonconvertible Unsecured Promissory Notes
During the year ended December 31, 2023, the Company entered into 11 unsecured nonconvertible notes payable for $2,350,000 bearing interest at 8%, with no monthly payments, with warrants that are automatically exercised upon an IPO or other “Liquidity Event” as defined in such notes.
In connection with the closing of the Company’s initial public offering on November 14, 2023, warrants to purchase a total of 19,584 shares of common stock at an exercise price of $120 per share were automatically exercised. The proceeds were automatically used to repay the outstanding principal underlying 8% nonconvertible promissory notes consisting of $2,350,000. On the same date, a total of $113,304 in accrued interest under the promissory notes became due upon the request of the noteholders. Subsequent to November 14, 2023, the Company has paid $11,836 of the interest under these promissory notes at the request of one noteholder, and the remaining accrued interest balance was $101,468 as of December 31, 2025.
Note 7 - Notes Payable
The Company’s notes payable consists of the following:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Daniel Nelson Promissory Notes | $ | - | $ | 281,030 | ||||
| October 2024 Note | - | 150,000 | ||||||
| $ | - | $ | 431,030 | |||||
| Less unamortized debt issuance costs | - | - | ||||||
| Debt, less unamortized debt issuance costs | $ | - | $ | 431,030 | ||||
Daniel Nelson Promissory Note
On April 11, 2024, Daniel Nelson advanced $100,000 to the Company, without repayment terms. On April 25, 2024, the Company issued a promissory note to Mr. Nelson, dated April 25, 2024, in the base principal amount of $100,000 (the “April 2024 Note”). The April 2024 Note permits Mr. Nelson to make advances under the April 2024 Note of up to $100,000 in addition to the $100,000 base principal amount. On May 1, 2024, Mr. Nelson, advanced $75,000 subject to the terms of the April 2024 Note. On June 14, 2024, Mr. Nelson advanced $2,500 subject to the terms of the April 2024 Note. The base principal and all advances under the April 2024 Note will accrue interest at a monthly rate of 3.5%, compounded monthly, while such funds are outstanding, from the 30th day following the date of issuance of the April 2024 Note to the 150th day following the date of issuance of the April 2024 Note, assuming that it is not prepaid.
On September 16, 2024, the Company issued a promissory note to Mr. Nelson, dated September 16, 2024, in the principal amount of $100,000 (the “September 2024 Note,” and together with the April 2024 Note, the “2024 Daniel Nelson Promissory Notes”). The September 2024 Note permits Mr. Nelson to make additional advances under the September 2024 Note of up to $100,000. The principal and any advances under the September 2024 Note will accrue interest at a monthly rate of 20%, compounded monthly, from the 30th day following the date of issuance of the September 2024 Note to the 150th day following the date of issuance of the September 2024 Note.
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The outstanding balance as of December 31, 2024 was $281,030 plus interest of $148,073 for a total of $429,103. In January 2025, the Company made full payment of the balance of all principal and accrued interest in the amount of $437,406 under the 2024 Daniel Nelson Promissory Notes. The outstanding balance of the 2024 Daniel Nelson Promissory Notes as of December 31, 2025 was $0.
October 2024 Note
On October 7, 2024, the Company issued a Convertible Promissory Note to DRCR, dated October 7, 2024, in the principal amount of $150,000 (the “October 2024 Note”). The principal accrued interest at an annual rate of 35%. The principal and accrued interest will become payable on the date of written demand any time after the closing of the Company’s next financing transaction (the “Payment Date”). The Company is required to make full payment of the balance of all principal and accrued interest on the Payment Date. The Company may prepay the principal and any interest then due without penalty. If any amount is not paid when due, such overdue amount will accrue default interest at a rate of 37%. The October 2024 Note contains customary representations, warranties, and events of default provisions.
The outstanding balance at December 31, 2024 was $150,000 plus interest of $12,226 for a total of $162,226. On March 4, 2025, the Company made full payment of the balance of all principal and accrued interest under the October 2024 Note. The outstanding balance at December 31, 2025 is $0.
Note 8 - Fair Value of Financial Instruments
The determination of fair value measurements is based on the assumptions that market participants would use in pricing the asset or liability.
The carrying amount of the Company’s First May 2024 Warrants and First June 2024 Warrants approximates fair value as the warrants are remeasured each reporting period. The Company used a Black Scholes model to value the Company’s warrants. The significant unobservable input used in the fair value measurement of the Company’s Level 3 liabilities is the volatility, which was developed using historical data of the Company or of peer companies when there is limited availability of market data. A significant increase (decrease) in these inputs could result in a significantly higher (lower) fair value measurement.
There were no transfers between levels during the years ended December 31, 2025 and 2024.
The following table provides the fair value of the Company’s financial liabilities carried at fair value and measured on a recurring basis:
| As of December 31, | ||||||||||||
| Level | 2025 | 2024 | ||||||||||
| Warrant liability | 3 | - | $ | 35,190 | ||||||||
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The following table provides the fair value of the Company’s financial liabilities carried at fair value and measured on a recurring basis:
| Derivative Liability | ||||
| Balance at December 31, 2024 | $ | 35,190 | ||
| Extinguishment of warrant liability upon exercise | (24,426 | ) | ||
| Gain on change in fair value of warrant liability | (10,764 | ) | ||
| Balance at December 31, 2025 | $ | - | ||
Note 9 - Leases
In November 2022, the company signed a 6-month short-term lease for office space which expired on April 30, 2023. Rent for the first month was $6,742 and was $7,491 plus rental tax for each subsequent month through April 2023. The Company amended and renewed this office space lease under a long-term operating lease which commenced on May 4, 2023 and ends on August 3, 2026. Monthly rent ranged from $7,359 to $8,042 per month plus tax. The lease contains escalating rental payments and one option to renew for up to three years. The exercise of the lease renewal option is at the Company’s sole discretion. The lease agreement does not include any material residual value guarantees or material restrictive covenants. Lease expense for each of the years ended December 31, 2025 and 2024 was $84,619.
For certain classes of underlying assets, the Company has elected to not separate fixed lease components from the fixed non-lease components. As of December 31, 2025 and 2024, there were no leases with an expected term greater than 12 months. The weighted average remaining lease term (in years) is 0.58 and the weighted average discount rate is 3.47%.
Total lease assets and liabilities were as follows:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Operating lease right of use asset | $ | 259,121 | $ | 259,121 | ||||
| Less: operating asset lease accumulated depreciation | (210,240 | ) | (128,957 | ) | ||||
| Net operating lease right of use asset | $ | 48,881 | 130,164 | |||||
| Current operating lease liability | $ | 54,878 | $ | 89,447 | ||||
| Noncurrent operating lease liability | - | 54,877 | ||||||
| Total operating lease liability | $ | 54,878 | $ | 144,324 | ||||
Future minimum lease payments under non-cancelable leases as of December 31, 2025 were as follows:
| Years ending December 31, | Amount | |||
| 2026 | 55,358 | |||
| Total future minimum lease payments | $ | 55,358 | ||
| Less: interest | 480 | |||
| Total lease liability | $ | 54,878 | ||
Note 10 - Income Taxes
There was no deferred tax income and no current expense for the years ended December 31, 2025 and 2024. Deferred tax income was zero and $(65,000) as of December 31, 2025 and 2024, respectively.
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Deferred tax assets consist of the following components as of December 31, 2025 and 2024:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Deferred Tax Asset | ||||||||
| Net operating loss carryforwards | $ | 6,538,356 | $ | 4,680,000 | ||||
| Internally developed software / Intangibles | 497,504 | 810,000 | ||||||
| Furniture and fixtures | (1,052 | ) | 4,000 | |||||
| Charitable Contribution Carryforward | 778 | 3,000 | ||||||
| R&D Tax Credit Carryforwards | 59,143 | 59,000 | ||||||
| AZ Refundable R&D Tax Credit | - | - | ||||||
| Net deferred tax assets before valuation allowance | $ | 7,094,729 | $ | 5,556,000 | ||||
| Less valuation allowance | (7,094,729 | ) | (5,556,000 | ) | ||||
| Net deferred tax assets | $ | - | $ | - | ||||
The Company has a valuation allowance against most of the amount of its net deferred tax assets due to the uncertainty of realization of the deferred tax assets due to the operating loss history of the Company. The Company currently provides a valuation allowance against deferred taxes when it is more likely than not that some portion, or all of its deferred tax assets will not be realized. The valuation allowance could be reduced or eliminated based on future earnings and future estimates of taxable income.
As of December 31, 2025 and 2024, the Company had approximately $26,289,077 and $18,060,708, respectively, of federal net operating loss carryforwards available to offset future taxable income. Under current tax law, the federal net operating losses generated do not expire and may be carried forward indefinitely. As of December 31, 2025 and 2024, the Company has approximately $59,143 and $59,000, respectively, of federal and state research and development credits. The remaining federal research and development credit from 2023 will expire in 2043, 2022 will expire in 2042, and the 2021 credits expire in 2041.
Note 11 - Stockholder’s Equity (Deficit)
Equity Incentive Plan
In August 2022, the Board of Directors adopted the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), effective as of August 31, 2022. Awards that may be granted under the 2022 Plan include: (a) Incentive Stock Options, (b) Non-qualified Stock Options, (c) Stock Appreciation Rights, (d) Restricted Awards, (e) Performance Share Awards, and (f) Performance Compensation Awards. The persons eligible to receive Awards are the Employees, Consultants and Directors of the Company and its Affiliates and such other individuals designated by the Committee who are reasonably expected to become Employees, Consultants and Directors after the receipt of Awards. The purpose of the 2022 Plan is to attract and retain the types of Employees, Consultants and Directors who will contribute to the Company’s long-term success; (b) provide incentives that align the interests of Employees, Consultants and Directors with those of the stockholders of the Company; and (c) promote the success of the Company’s business. The 2022 Plan shall be administered by the Committee or, in the Board’s sole discretion, by the Board. Subject to the terms of the Plan and the provisions of Section 409A of the Code (if applicable), the Committee’s charter and Applicable Laws, and in addition to other express powers and authorization conferred by the Plan. The Board initially reserved 750,000 shares of common stock issuable upon the grant of awards. Stock options comprise all of the awards granted since the 2022 Plan’s inception. On February 27, 2024, the stockholders of the Company and the board approved an amendment to the Plan to increase the number of authorized shares of common stock available for issuance under the Plan from 750,000 shares of common stock to 2,250,000 shares of common stock. On September 18, 2024, the stockholders of the Company approved the Signing Day Sports, Inc. Amended and Restated 2022 Equity Incentive Plan, which further increased the number of shares of common stock reserved for issuance under the Plan to 93,750 shares of common stock.
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On November 17, 2025, the stockholders of the Company approved Amendment No. 1 to the Plan, which further increased the number of shares of common stock reserved for issuance under the Plan to 1,000,000 shares of common stock.
As of December 31, 2025, there were 921,658 shares available for grant under the 2022 Plan and the Company had granted 72,318 restricted stock awards and stock options to purchase 6,024 shares of common stock outstanding. The stock options generally vest based on one to four years of continuous service and have ten-year contractual terms. The restricted stock generally vests based on one to two years of continuous service.
As of December 31, 2024, there were 15,408 shares available for grant under the 2022 Plan and the Company had granted 72,318 restricted stock awards and stock options to purchase 6,024 shares of common stock outstanding. The stock options generally vest based on one to four years of continuous service and have ten-year contractual terms. The restricted stock generally vests based on one to two years of continuous service.
Common Stock
The Company is authorized to issue 150,000,000 shares of $0.0001 par value common stock as of December 31, 2025 and 2024. The Company has 4,232,781 and 909,232 shares issued and outstanding as of December 31, 2025 and 2024, respectively.
Preferred Stock
The Company’s board of directors is authorized to designate the terms and conditions of any preferred stock the Company may issue without further action by the stockholders of the Company.
At The Market Offering Agreement
On December 2, 2024, the Company entered into the At The Market Offering Agreement, dated December 2, 2024 (the “ATM Agreement”), by and between the Company and H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”). Pursuant to the ATM Agreement, the Company may offer and sell, from time to time, shares of common stock, through or to Wainwright as the Company’s sales agent or as principal, subject to the terms and conditions set forth in the ATM Agreement. As of December 31, 2025, the Company has registered the sale, at its discretion, of shares of common stock in an aggregate offering amount up to $5,072,010 under the ATM Agreement. Wainwright will use commercially reasonable efforts consistent with its normal trading and sales practices to sell shares of common stock from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Upon delivery of a placement notice, and subject to the Company’s instructions in that notice, and the terms and conditions of the ATM Agreement generally, Wainwright may sell shares of common stock by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the Securities Act.
The offer and sale of shares of common stock under the ATM Agreement is registered and being conducted pursuant to the Company’s shelf registration statement on Form S-3, which was filed with the SEC on December 2, 2024 (File No. 333-283559) (the “Shelf Registration Statement”), and the related prospectus, as supplemented by prospectus supplements pursuant to Rule 424(b) under the Securities Act. The Shelf Registration Statement was declared effective by the SEC on December 5, 2024. The Company is not obligated to make any sales of shares of common stock under the ATM Agreement and no assurance can be given that the Company will sell any shares of common stock under the ATM Agreement, or, if the Company does, as to the price or amount of shares of common stock that the Company will sell, or the dates on which any such sales will take place.
The Company or Wainwright, under certain circumstances and upon notice to the other, may suspend the offering of shares of common stock under the ATM Agreement. As of December 31, 2025, the offering of shares of common stock pursuant to the ATM Agreement will terminate upon the sale of shares of common stock in an aggregate offering amount equal to $5,072,010, or sooner if either the Company or Wainwright terminates the ATM Agreement.
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The Company will pay Wainwright a cash commission equal to 3.0% of the gross proceeds from each sale of shares of common stock sold pursuant to the ATM Agreement, and will reimburse Wainwright for certain specified expenses, including the documented fees and costs of its legal counsel reasonably incurred in connection with entering into the transactions contemplated by the ATM Agreement in an amount up to $50,000 and up to $2,500 per due diligence update session.
The Company made certain customary representations, warranties and covenants in the ATM Agreement concerning the Company and the Shelf Registration Statement, prospectus, prospectus supplement and other documents and filings relating to the offering of the shares of common stock. In addition, the Company has agreed to indemnify Wainwright against certain liabilities, including liabilities under the Securities Act.
During the year ended December 31, 2025, 4,591,848 shares were sold through Wainwright under the ATM Agreement. As of December 31, 2025, $8,719 of the maximum aggregate offering amount of $5,072,010 under the ATM Agreement had not been sold.
Share-Based Payment Valuation
The grant date fair value of stock options granted containing service-based vesting conditions and generally vesting in certain increments over time is determined using the Black-Scholes option-pricing model. The grant-date fair value of the underlying common stock is calculated utilizing the closing price on the date of grant as reported by NYSE American LLC.
No stock options or restricted stock awards were granted or exercised during the year ended December 31, 2025 and thus, only continued
vesting of awards granted in the prior year.
The total grant-date fair value of the restricted stock granted during the year ended December 31, 2024 was $1,449,888. Stock-based compensation expense during the year ended December 31, 2025 and 2024 is $214,520 and $1,396,483, respectively. Total unrecognized compensation cost related to non-vested stock option awards amounted to $50,612 as of December 31, 2025.
Helena Equity Line of Credit
On July 21, 2025, the Company entered into a purchase agreement, dated as of July 21, 2025 (the “Helena Purchase Agreement”), between Signing Day Sports and Helena Global Investment Opportunities 1 Ltd. (“Helena”). Under the Helena Purchase Agreement, the Company has the right, but not the obligation, to direct Helena to purchase up to $10 million (the “Helena Commitment Amount”) in shares of common stock of the Company ($0.0001 par value per share), subject to the terms and conditions contained in the Helena Purchase Agreement. The Helena Purchase Agreement began on July 21, 2025 and will terminate on the earliest of the first day of the month following the 36-month anniversary of the start date (August 1, 2028) or the date on which Helena shall have made purchases of common stock equal to the Commitment Amount (the “Commitment Period”).
Pursuant to the Helena Purchase Agreement, the Company may direct Helena to purchase a certain portion of the Helena Commitment Amount (“Helena Advance”) by delivering a notice (“Helena Advance Notice”) to Helena. The Company shall, in its sole discretion, select the amount of the Helena Advance requested by the Company in each Helena Advance Notice.
In consideration for Helena’s execution of the Helena Purchase Agreement, the Company agreed to issue 50,000 shares of Signing Day Sports common stock to Helena (the “Commitment Fee Shares”), having an aggregate value of $97,000 as of July 21, 2025, within one day of the date of authorization of such issuance of common stock by the NYSE American LLC. The Commitment Fee Shares were deemed to be fully earned on the date of the Helena Purchase Agreement. In addition, the Company is responsible for up to $25,000, payable in cash of Helena’s customary due diligence and legal fees in connection with the Helena Purchase Agreement.
During the year ended December 31, 2025, the Company issued 285,000 shares pursuant to the Helena Purchase Agreement with an aggregate gross value of $351,100. The Company incurred issuance costs of $20,000 in connection with the offering, which were recorded as a reduction to additional paid-in capital, resulting in net proceeds of $331,100 as presented in the accompanying statement of shareholders’ equity (deficit).
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Note 12 - Commitments and Contingencies
Legal
The Company may be a party to various legal actions arising from the normal course of business. In management’s opinion, the Company has adequate legal defenses and/or insurance coverage and does not believe the outcome of such legal actions will materially affect the Company’s operation and/or financial position.
Collaborative Arrangements
The company has entered into collaborative arrangements with various parties for the cross promotion of technologies and services within certain geographical areas. These arrangements do not commit the Company or the counterpart to any financial obligation. If these arrangements result in a formal project, the Company and the counterparties will receive certain equity consideration in the project or be given first right of refusal to provide their products or services to the projects, as defined by the respective agreements. To date, these arrangements have not resulted in any formal projects.
Business Combinations
On May 27, 2025, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with BlockchAIn Digital Infrastructure, Inc., a Delaware corporation (“Holdings”), One Blockchain LLC, a Delaware limited liability company (“One Blockchain”), BCDI Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of Holdings (“Merger Sub I”), and BCDI Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (“Merger Sub II”), dated as of May 27, 2025 (the “Business Combination Agreement”).
The Business Combination Agreement provides that, upon the terms and subject to the conditions set forth therein, the parties will effect a business combination transaction in which: (a) Merger Sub I will merge with and into Signing Day Sports (the “First Merger”), with Signing Day Sports surviving the First Merger as a direct wholly owned subsidiary of Holdings; and (b) Merger Sub II will merge with and into One Blockchain (the “Second Merger” and, together with the First Merger, the “Mergers,” and, together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”), with One Blockchain surviving the Second Merger as a direct wholly owned subsidiary of Holdings. At the effective time of the First Merger, each outstanding share of common stock of Signing Day Sports, $0.0001 par value per share (collectively, “SGN Shares”), will be automatically canceled and converted into the right to receive a registered common share, $0.0001 par value per share, of Holdings (collectively, “Holdings Shares”). Each outstanding Signing Day Sports option and warrant will be assumed by Holdings and converted into options and warrants, respectively, to acquire Holdings Shares, with the same terms and conditions, including exercise price, and each assumed option will immediately become fully vested. At the effective time of the Second Merger, the outstanding membership interests of One Blockchain (collectively, “One Blockchain Membership Interests”) will be canceled and converted into the right to receive a number of Holdings Shares equal to the quotient of the total number of SGN Shares outstanding immediately prior to the First Merger on a fully diluted and as-converted basis, not including certain out-of-the-money derivative securities, divided by 0.085, less the total number of Holdings Shares that the SGN Shares will be converted into the right to receive at the effective time of the First Merger, subject to certain adjustments.
The Business Combination Agreement provides for the issuance of additional Holdings Shares (the “Earnout Shares”) to the members of One Blockchain as of immediately prior to the closing of the Mergers (the “Closing”) if the net income plus interest, taxes, depreciation and amortization of Holdings for the fiscal year ending December 31, 2026 equals or exceeds $25 million. The Earnout Shares will equal 11.628% of the total number of Holdings Shares issued to the members of One Blockchain prior to the One Blockchain Merger, subject to adjustment.
20
In addition, the Business Combination Agreement provides that Holdings will issue to Maxim Partners LLC (“Maxim”) (or its designees) a number of Holdings Shares equal to 3.5% of the total transaction enterprise value at the Closing, and, if applicable, 3.5% of the Earnout Shares, in accordance with the M&A Advisory Agreement between Blockchain One c/o VCV Digital and Maxim Group LLC dated January 29, 2025. The number of Holdings Shares issued to Maxim (or its designees) will reduce only the equity ownership otherwise allocable to the holders of One Blockchain Membership Interests. The Business Combination Agreement provides that Holdings may adjust the number of Holdings Shares into which the SGN Shares and the One Blockchain Membership Interests may be converted so long as the aggregate number of Holdings Shares that the stockholders of Signing Day Sports are entitled to receive pursuant to the terms of the Business Combination Agreement will be at least 8.5% of the Holdings Shares that are outstanding on a fully diluted basis immediately after the Closing (excluding any out-of-the-money options and warrants) and (ii) such adjustment does not have a negative impact on the qualification of the Holdings Shares to become listed on the NYSE American LLC (the “NYSE American”).
The Closing is subject to the satisfaction or, to the extent permissible, the waiver, of certain conditions, including: (i) the expiration or termination of applicable antitrust waiting periods and any required antitrust consents having been obtained; (ii) approval of the Business Combination Agreement, the Mergers and the other contemplated Transactions by the requisite vote of Signing Day Sports stockholders; (iii) the Registration Statement (as defined below) having become effective in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and not being subject to any stop order or proceeding seeking a stop order or having been withdrawn; (iv) the approval for listing of the Holdings Shares to be issued pursuant to the Business Combination Agreement on the NYSE American (or another national securities exchange); (v) the absence of any law or order prohibiting the Transactions; (vi) the accuracy of the parties’ representations and warranties and compliance with their covenants, subject to specified materiality standards; (vii) the termination of the employment agreements of each of Craig Smith, the Chief Operating Officer and Secretary of Signing Day Sports, Daniel Nelson, the Chairman and Chief Executive Officer of Signing Day Sports, and Jeffry Hecklinski, the President of Signing Day Sports without any continuing liability to Signing Day Sports, Holdings, or One Blockchain; (viii) the execution of Executive Consulting Agreements with Holdings or one of its subsidiaries that provide that each of Mr. Smith, Mr. Nelson, and Mr. Hecklinski will be engaged as a consultant for a 24-month term and certain severance compensation; and (ix) other customary closing conditions.
Note 13 - Related Party Transactions
Daniel Nelson Promissory Notes
During the years ended December 31, 2025 and 2024, the Company entered into various promissory notes with Daniel Nelson, the Chief Executive Officer, Chairman, and a director of the Company. Refer to Note 7 for a discussion of the Daniel Nelson Promissory Notes.
Note 14 - Segment Information
The Company has one reportable segment. The Company’s chief operating decision maker (“CODM”) is the executive team, including the chief executive officer, chief financial officer, chief operating officer, and president. The Company’s CODM reviews gross profit and net cash used in operating activities to evaluate profitability and make strategic decisions. These financial metrics are used by the CODM to make key operating decisions, such as the allocation of budget between advertising and marketing and general and administrative expenses.
Note 15 - Subsequent Events
The Company has evaluated events and transactions occurring subsequent to December 31, 2025 through [April 23, 2026], the date these financial statements were available to be issued. The following material subsequent events were identified that require disclosure:
As described in Note 12 – Commitments and Contingencies, on March 13, 2026, the stockholders of the Company approved the Business Combination Agreement and the transactions contemplated thereby. On March 16, 2026 (the “Closing Date”), the Closing of the Business Combination occurred. On the Closing Date, (i) the First Merger was consummated, with the Company surviving as a direct, wholly-owned subsidiary of Holdings, and (ii) the Second Merger was consummated, with One Blockchain surviving as a direct, wholly-owned subsidiary of Holdings.
21
Exchange Ratio and Holdings Shares Issued
Pursuant to the Business Combination Agreement, the Exchange Ratio was determined by dividing (i) the last reported sale price of the Company’s common stock on the last trading day prior to Closing, which was $0.70 per share as reported on March 13, 2026, by (ii) 7.5, subject to rounding up of fractional Holdings Shares to one (1) whole share. The final Exchange Ratio was established at 0.09334. On the Closing Date, Holdings Shares were issued as follows:
| ● | 3,198,511 Holdings Shares to the former holders of SGN Shares (representing approximately 8.5% of the combined entity), subject to rounding adjustments; |
| ● | 33,225,888 Holdings Shares to the former members of One Blockchain (representing approximately 88.3% of the combined entity); and |
| ● | 1,204,669 Holdings Shares to Maxim Group LLC, as designee of Maxim, as advisory consideration in accordance with the M&A Advisory Agreement described in Note 12 (representing approximately 3.2% of the combined entity). |
In addition, each outstanding option and warrant to purchase SGN Shares that remained unexercised as of the Closing Date was converted in accordance with the terms described in Note 12, applying an Exchange Ratio of 0.09334. All converted options became fully vested immediately upon Closing.
Accounting Acquirer
Because the former members of One Blockchain received approximately 88.3% of the outstanding Holdings Shares at Closing, One Blockchain is expected to be treated as the accounting acquirer in the Business Combination under ASC Topic 805, Business Combinations. The financial statements of the combined entity will reflect Holdings as the continuing reporting entity going forward, and the Company’s historical standalone financial statements will not be presented after the Closing.
NYSE American Listing
On March 17, 2026, the Company’s common stock ceased trading on the NYSE American LLC under the symbol “SGN,” and Holdings Shares commenced trading on the NYSE American LLC under the symbol “AIB.”
Also on March 13, 2026, the Compensation Committee approved immediately-vesting restricted stock grants totaling 471,000 shares to three executive officers under the Plan, which will be recognized as stock-based compensation expense in the first quarter of fiscal 2026. On the same date, the Company issued 3,172,704 Additional Termination Shares to Boustead pursuant to the Amended Termination Agreement, following receipt of NYSE American authorization and stockholder approval under Section 713 of the NYSE American Company Guide, and delivered written notice of termination of the Helena Purchase Agreement, which became effective March 20, 2026. On March 16, 2026, concurrent with the Closing, all of the Company’s executive officers and directors resigned; none of the resignations were the result of any disagreement with the Company. The events described in this note represent non-recognized subsequent events under ASC 855-10-25, as the underlying conditions did not exist as of December 31, 2025, and accordingly no adjustments have been made to the accompanying financial statements.
22
Exhibit 99.2
One Blockchain LLC
| Consolidated Financial Statements | ||
| Consolidated Balance Sheets as of December 31, 2025 (Successor) and December 31, 2024 (Successor) (Restated) | ||
| Consolidated Statements of Operations, Consolidated Statements of Changes in Members’ Equity (Deficit) and Consolidated Statements of Cash flows for the year ended December 31, 2025 (Successor) and the period from February 8, 2024 to December 31, 2024 (Successor) (Restated), and the period from January 1, 2024 to February 7, 2024 (Predecessor) (Restated) | ||
| Reports of Independent Registered Public Accounting Firms (PCAOB IDs 213 & 52) |
| ONE BLOCKCHAIN LLC | |
| TABLE OF CONTENTS | |
| Page | |
| Reports of Independent Registered Public Accounting Firms (PCAOB IDs 213 & 52) | 1 |
| Consolidated Financial Statements | |
| Consolidated Balance Sheets | 5 |
| Consolidated Statements of Operations | 6 |
| Consolidated Statements of Changes in Members’ Equity (Deficit) | 7 |
| Consolidated Statements of Cash Flows | 8 |
| Notes to Consolidated Financial Statements | 9 |
i
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Members of One Blockchain LLC
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of One Blockchain LLC (the” Company”) as of December 31, 2025, and the related consolidated statements of operations, members’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
The financial statements of the Company as of and for the year ended December 31, 2024, were audited by other auditors whose report dated September 23, 2025, expressed an unqualified opinion on those statements.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to those charged with governance and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
1
We identified the Company’s annual true-up adjustment of utility costs from its third-party energy provider, which is billed after year-end and described in Note 2, as a critical audit matter. This determination was driven by the significant measurement uncertainty associated with estimating the utility true-up adjustment. Management exercised considerable judgment in determining the appropriate inputs and assumptions used in the calculation, which in turn resulted in a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating those significant inputs and assumptions. The primary procedures we performed to address this critical matter included:
| ● | Verifying the mathematical accuracy of the Company’s estimate calculation and the key inputs used to determine such estimate |
| ● | Assessing the reasonableness of assumptions and inputs used to determine such estimate |
We identified the transaction related to the Purchase and Sale Agreement with a related entity under common control to acquire Antbox containers, as described in Note 3 as a critical audit matter. The principal considerations for our determination was the significant and unusual nature of the transaction. Management involved a third-party valuation expert to assess the fair value of the acquired Antbox containers. All of this in turn led to a high degree of auditor judgment, subjectivity, and effort with respect to both the appropriate accounting treatment and the determination of the fair value of the acquired assets. The primary procedures we performed to address this critical matter included:
| ● | Obtaining the Purchase and Sale Agreement to understand the nature of the transaction and acquired assets |
| ● | Reviewing the third-party valuation of acquired assets and performing procedures under AS 2501 to assess appropriateness of valuation |
/s/ Carr, Riggs & Ingram, L.L.C.
PCAOB ID 213
We have served as the Company’s auditor since 2026.
Palm Beach Gardens, FL
March 31, 2026
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Members of BV Power Alpha, LLC
Opinion on the Financial Statements
We have audited the accompanying balance sheets of BV Power Alpha, LLC (the” Company”) as of December 31, 2024 (Successor) and 2023 (Predecessor), and the related statements of income, members equity and cash flows for the successor period from February 8, 2024 to December 31, 2024, the Predecessor period from January 1, 2024 to February 7, 2024 and the year ended December 31, 2023 (Predecessor), and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the periods from February 8, 2024 through December 31, 2024 (Successor), January 1, 2024 through February 7, 2024 (Predecessor), and the years ended December 31, 2023 (Predecessor), in conformity with accounting principles generally accepted in the United States of America.
Restatement of the Financial Statements
As discussed in Note 2 to the financial statements, the accompanying financial statements have been restated to correct for misstatements.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
3
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
As described in Note 5, the Company underwent a change in control that resulted in pushdown accounting and required the Company to assess the fair value of the assets and liabilities of the Company and resulting goodwill on the date of the change in control transaction.
The primary procedures we performed to address this critical matter included:
| ● | Obtaining the accounting memorandum for such transaction and concluding on the accounting treatment and relevant assets and liabilities subject to fair value |
| ● | Verifying the reasonableness of the fair value of the Company on the date of the acquisition as well as the fair value of the assets and liabilities to determine goodwill recognized with the transaction |
| ● | Assessing the reasonableness of the valuation performed on the Company’s property and equipment, as well as the skills, knowledge and expertise the third-party valuation expert who prepared such valuation |
As described in Note 3, the Company has a complex estimate related to an annual true-up adjustment of utility costs from the Company’s third-party utility provider that is billed well after year-end.
The primary procedures we performed to address this critical matter included:
| ● | Verifying the mathematical accuracy of the Company’s estimate calculation and the key inputs used to determine such estimate |
| ● | Assessing the reasonableness of assumptions and inputs used to determine such estimate |
/s/ Berkowitz Pollack Brant, Advisors + CPAs
PCAOB ID 52
We have served as the Company’s auditor since 2025.
West Palm Beach, FL
May 27, 2025 (September 24, 2025 as to the effects of the restatement discussed in Note 2)
4
Consolidated Balance Sheets
| Successor | Successor | |||||||
| December 31, 2025 | December 31, 2024 | |||||||
| (Restated) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | 15,265 | $ | 131,107 | ||||
| Accounts receivable | 7,720 | 359,361 | ||||||
| Accounts receivable - related party | 2,173,634 | 370,405 | ||||||
| Loan receivable - related party | 1,083,460 | 1,045,315 | ||||||
| Assets held for sale | - | 64,286 | ||||||
| Other current assets | 218,698 | 60,071 | ||||||
| Total current assets | 3,498,777 | 2,030,545 | ||||||
| Property and equipment, net | 8,865,019 | 7,356,397 | ||||||
| Goodwill | 4,851,136 | 4,851,136 | ||||||
| Operating lease right-of-use asset | 81,712 | 188,936 | ||||||
| Total assets | $ | 17,296,644 | $ | 14,427,014 | ||||
| Liabilities and members’ equity: | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 3,304,012 | $ | 1,855,889 | ||||
| Contract liabilities | 2,330,584 | 1,666,580 | ||||||
| Loans payable - related party | - | 18,750 | ||||||
| Consideration payable, current portion | 1,166,001 | - | ||||||
| Operating lease liability, current portion | 81,712 | 107,409 | ||||||
| Other current liabilities | 1,845,760 | - | ||||||
| Total current liabilities | 8,728,069 | 3,648,628 | ||||||
| Consideration payable, net of current portion | 680,166 | - | ||||||
| Operating lease liability, net of current portion | - | 81,528 | ||||||
| Total liabilities | 9,408,235 | 3,730,156 | ||||||
| Commitments and contingencies (see Note 8) | ||||||||
| Members’ (deficit) equity | (915,752 | ) | 1,086,394 | |||||
| Retained earnings | 8,804,161 | 9,610,464 | ||||||
| Total members’ equity | 7,888,409 | 10,696,858 | ||||||
| Total liabilities and members’ equity | $ | 17,296,644 | $ | 14,427,014 | ||||
See accompanying notes to the consolidated financial statements
5
Consolidated Statements of Operations
| Successor | Predecessor | |||||||||||
| Year ended December 31, 2025 | Period from February 8, 2024 to December 31, 2024 | Period from January 1, 2024 to February 7, 2024 | ||||||||||
| (Restated) | (Restated) | |||||||||||
| Revenues | $ | 18,516,612 | $ | 20,820,003 | $ | 2,084,320 | ||||||
| Costs and operating expenses: | ||||||||||||
| Cost of revenues | 15,001,351 | 13,152,550 | 1,567,058 | |||||||||
| Depreciation and amortization | 862,305 | 589,516 | 239,330 | |||||||||
| Selling, general and administrative expenses | 3,521,614 | 1,571,753 | 134,525 | |||||||||
| Total costs and operating expenses | 19,385,270 | 15,313,819 | 1,940,913 | |||||||||
| (Loss) income from operations | (868,658 | ) | 5,506,184 | 143,407 | ||||||||
| Other income (expense) | ||||||||||||
| Gain on disposal of assets held for sale | 67,714 | - | - | |||||||||
| Other (expense) income | (5,359 | ) | 720 | - | ||||||||
| Total other income | 62,355 | 720 | - | |||||||||
| Net (loss) income | $ | (806,303 | ) | $ | 5,506,904 | $ | 143,407 | |||||
See accompanying notes to the consolidated financial statements.
6
Consolidated Statements of Changes in Members’ Equity (Deficit)
| Predecessor | ||||||||||||
| Members’ Equity | Retained Earnings | Total | ||||||||||
| Balance at January 1, 2024 | $ | 6,021,243 | $ | 3,960,153 | $ | 9,981,396 | ||||||
| Net income | - | 143,407 | 143,407 | |||||||||
| Member contributions | 3,024,242 | - | 3,024,242 | |||||||||
| Member distributions | (6,686,808 | ) | - | (6,686,808 | ) | |||||||
| Balance at February 7, 2024 | $ | 2,358,677 | $ | 4,103,560 | $ | 6,462,237 | ||||||
| Successor | ||||||||||||
| Members’ Equity (Deficit) | Retained Earnings | Total | ||||||||||
| Balance at February 8, 2024 | $ | 2,358,677 | $ | 4,103,560 | $ | 6,462,237 | ||||||
| Net income | - | 5,506,904 | 5,506,904 | |||||||||
| Member contributions | 81,452 | - | 81,452 | |||||||||
| Impact of push down accounting - Goodwill | 4,851,136 | - | 4,851,136 | |||||||||
| Impact of push down accounting - PPE | 1,810,558 | - | 1,810,558 | |||||||||
| Member distributions | (8,015,429 | ) | - | (8,015,429 | ) | |||||||
| Balance at December 31, 2024 | $ | 1,086,394 | $ | 9,610,464 | $ | 10,696,858 | ||||||
| Net loss | - | (806,303 | ) | (806,303 | ) | |||||||
| Member contributions | 3,889,834 | - | 3,889,834 | |||||||||
| Member distributions | (5,891,980 | ) | - | (5,891,980 | ) | |||||||
| Balance at December 31, 2025 | $ | (915,752 | ) | $ | 8,804,161 | $ | 7,888,409 | |||||
See accompanying notes to the consolidated financial statements
7
Consolidated Statements of Cash Flows
| Successor | Predecessor | |||||||||||
| Year Ended December 31, 2025 | Period from February 8, 2024 to December 31, 2024 | Period from January 1, 2024 to February 7, 2024 | ||||||||||
| (Restated) | (Restated) | |||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net (loss) income | $ | (806,303 | ) | $ | 5,506,904 | $ | 143,407 | |||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | 862,305 | 589,516 | 239,330 | |||||||||
| Gain on disposal of assets held for sale | (67,714 | ) | - | - | ||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | (1,451,588 | ) | 2,275,486 | (1,230,416 | ) | |||||||
| Other current assets | (158,627 | ) | 1,344,752 | (1,382,772 | ) | |||||||
| Accounts payable and accrued expenses | 1,448,123 | (264,003 | ) | 645,683 | ||||||||
| Contract liabilities | 664,004 | (289,820 | ) | 567,400 | ||||||||
| Other current liabilities | 1,845,759 | (80,000 | ) | 15,000 | ||||||||
| Net cash provided by (used in) operating activities | 2,335,959 | 9,082,835 | (1,002,368 | ) | ||||||||
| Cash flows from investing activities: | ||||||||||||
| Proceeds from sale of assets held for sale | 132,000 | 100,000 | - | |||||||||
| Purchase of property, plant and equipment | (38,927 | ) | (91,216 | ) | (57,940 | ) | ||||||
| Investment in loan receivable - related party | (38,145 | ) | (1,045,315 | ) | - | |||||||
| Net cash provided by (used in) investing activities | 54,928 | (1,036,531 | ) | (57,940 | ) | |||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from (repayment of) a related party loan | (18,750 | ) | 18,750 | - | ||||||||
| Contributions from members | 3,889,834 | 81,452 | 3,024,242 | |||||||||
| Distributions to members | (5,891,980 | ) | (8,015,429 | ) | (6,686,808 | ) | ||||||
| Repayments of consideration payable | (485,833 | ) | - | - | ||||||||
| Net cash used in financing activities | (2,506,729 | ) | (7,915,227 | ) | (3,662,566 | ) | ||||||
| Net (decrease) increase in cash and cash equivalents | (115,842 | ) | 131,077 | (4,722,874 | ) | |||||||
| Cash and cash equivalents, beginning of period | 131,107 | 30 | 4,722,904 | |||||||||
| Cash and cash equivalents, end of period | $ | 15,265 | $ | 131,107 | $ | 30 | ||||||
| Supplemental disclosure of cash flow information: | ||||||||||||
| Goodwill recognized due to change in control transaction | $ | - | $ | 4,851,136 | $ | - | ||||||
| Property, plant, and equipment revaluation due to change in control transaction | $ | - | $ | 1,810,558 | $ | - | ||||||
| Acquisition of property and equipment through consideration payable | $ | 2,332,000 | $ | - | $ | - | ||||||
See accompanying notes to the consolidated financial statements.
8
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 1. | ORGANIZATION AND DESCRIPTION OF BUSINESS |
One Blockchain LLC (the “Company,” “OBC,” or “One Blockchain”) is a limited liability company engaged in data center operations and digital asset infrastructure services. The Company primarily operates a high-performance computing facility in Spartanburg County, South Carolina, providing power infrastructure, hosting services, and equipment leasing to customers engaged in blockchain computing, artificial intelligence (“AI”), and high-performance data processing.
The Company’s core operations include hosting services, and leasing space, power capacity, and equipment within its data center facility to customers requiring computing power.
Effective May 19, 2025, the Company legally changed its name from BV Power Alpha LLC to One Blockchain LLC. This change was made to reflect the Company’s evolving strategic focus and branding. The name change is administrative in nature and does not have a material impact on the Company’s financial position, results of operations, or cash flows.
On July 11, 2025, the Company announced that One Blockchain had confidentially submitted a draft registration statement on Form S-4 (the “Registration Statement”) to the U.S. Securities and Exchange Commission (“SEC”).
On September 5, 2025, the Company formed a wholly owned subsidiary, One Blockchain Nolan LLC, to support the expansion of its operations into the Texas market. The subsidiary is expected to facilitate the development of new data center infrastructure.
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the SEC.
Restatement of Audited Financial Information
During the prior year, the Company revised its financial statement presentation to reflect both predecessor and successor periods, providing a clearer view of financial performance following a significant structural change. This change was driven by the Company’s election to apply pushdown accounting in accordance with Accounting Standards Codification (“ASC”) 805-50-25-4 through 25-7, resulting in a new basis of accounting and the creation of a new reporting entity as of February 7, 2024. Accordingly, the predecessor period (January 1, 2024 - February 7, 2024) is presented under the historical cost basis and the successor period as of February 8, 2024 is presented under the fair value basis.
Additionally, the Company reassessed the presentation of certain customer-related credits and price concessions in accordance with ASC 606, Revenue from Contracts with Customers. Historically, these amounts were recorded separately as part of the provision for credit losses under the CECL model. Upon further evaluation, management determined that such concessions represent a form of variable consideration under ASC 606 and should be reflected as a reduction in revenue when the Company expects to accept less than the stated contract price.
As a result, the Consolidated Statements of Operations have been restated to present these amounts as a direct reduction of revenue, thereby more accurately reflecting the economic substance of the transactions. This change in presentation did not impact net income for any of the periods presented. Additionally, the Consolidated Statements of Cash Flows were updated to remove the provision for credit losses, with a corresponding offset reducing the change in accounts receivable. This change did not impact cash provided by operating activities. These changes were made to ensure the consolidated financial statements more accurately represent the Company’s financial position and results of operations.
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For additional details regarding the acquisition and the fair value measurements, refer to “Note 4. Business Combinations.”
All intercompany transactions with consolidated entities have been eliminated in consolidation.
Emerging Growth Company
The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933 (“Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to public companies not considered emerging growth companies. These exemptions include, but are not limited to, (i) not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-OxleyAct of 2002, (ii) reduced disclosure requirements regarding executive compensation in its periodic reports and proxy statements, and (iii) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such option is irrevocable. The Company has decided against opting out of such an extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with those of another public company that is neither an emerging growth company, nor an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.
Significant items subject to such estimates include (i) useful lives assigned to property and equipment, (ii) the discount rate used for operating leases, (iii) estimates used to assess goodwill impairment, (iv) estimates of value of acquired intangible assets, (v) estimates of value to assess impairment of long-lived assets, (vi) the initial measurement of lease liabilities, and (vii) estimated energy costs used for the utility true-up adjustment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and adjusts its estimates when facts and circumstances dictate. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could materially differ from those estimates.
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Segment Information
Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker in assessing performance and allocating resources. The Company, through its Chief Executive Officer in his role as chief operating decision-maker, views Company operations and manages the business as one operating segment.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606. The Company’s sole revenue stream is hosting services.
Hosting Services
The Company generates revenue through revenue from contracts with customers for hosting services, enabling customers to engage in blockchain computing, AI and high-performance data processing. Hosting services include providing its customers with secure rack space, power capacity, security, and equipment within its data center facility. The Company has a stand-ready obligation to provide continues access to power and cooling capacity. Under most of the Company’s contracts, this service is provided for an agreed upon period of time and for a set price. The Company recognizes the related revenue ratably over the contract period as it satisfies its performance obligations. This revenue does not include amounts collected on behalf of third parties, including sales and indirect taxes.
The Company has certain hosting service contracts for which revenue is recognized as services are performed on a variable basis. The Company recognizes revenue for services that are performed on a consumption basis, such as the amount of electricity used in a period, based on the customer’s use of such resources. The Company recognizes variable consumption usage hosting revenue each month as the uncertainty related to the consideration is resolved, collection is probable, hosting services are provided to our customers, and our customers utilize the hosting services (the customer simultaneously receives and consumes the benefits of the Company’s satisfaction of the performance obligation). The Company generally bills its customers monthly, in advance of services provided, based on the terms and consideration under the contract.
Additionally, the Company’s hosting service agreements may include provisions for variable consideration in the form of service level credits, performance bonuses, retroactive price adjustments (“true-ups”) or price concessions agreed upon with customers. These concessions may take the form of reductions in contractual amounts, curtailment credits, or other price adjustments. Adjustments are generally related to guaranteed uptime availability, power usage effectiveness targets, or curtailment events. The Company estimates the amount of variable consideration at the inception of the contract and updates the estimate at the end of each reporting period. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Credits due to customers for true-ups that will be applied against future invoices are recorded as a refund liability (included within other current liabilities) on the consolidated balance sheet.
The Company recognizes revenue based on actual consumption in the period and invoices adjustments in subsequent periods or retains credits toward future consumption. The term between invoicing and when payment is due typically does not exceed 30 days. Billings are typically collected within 30 days. The timing of revenue recognition, billings, and cash collections results in deferred revenue in the accompanying consolidated balance sheets. Certain customers are billed in advance and true-ups are billed in arrears of services provided, in accordance with the agreed-upon contractual terms. The Company requires a security deposit that is subject to increases based upon the customer’s energy usage.
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Contract Balances and Accounts Receivable
The timing of revenue recognition, invoicing and cash collections results in accounts receivables, contract assets and contract liabilities (deferred revenue) on the consolidated balance sheets.
The Company estimates an allowance for credit losses based on a lifetime loss methodology in accordance with ASC 326, Measurement of Credit Losses on Financial Instruments (“ASC 326”). This allowance reflects the Company’s estimate of the net amount expected to be collected from its customers. The Company analyzes current economic conditions, customer creditworthiness, historical loss rates, and specific customer concentrations. A specific reserve is established for individual accounts where collection is deemed doubtful due to the customer’s financial condition or insolvency. Account balances are written off against the allowance after all means of collection have been exhausted and management determines the potential for recovery is remote. To mitigate credit risk, the Company generally requires security deposits for power consumption and, in certain cases, retains a security interest in the customer’s compute equipment located within the Company’s data center facilities until payment obligations are met. As of December 31, 2025 (Successor) and 2024 (Successor), there was no allowance for credit losses.
Distinct from the allowance for expected credit losses, the Company records a provision for estimated service level agreement credits, billing disputes, and price concessions. These provisions are based on an analysis of historical credit issuance and known service events. These amounts are recorded as a reduction of revenue and a corresponding reduction of accounts receivable (or as a refund liability), rather than as bad debt expense.
Deferred revenue represents the Company’s obligation to transfer services to a customer for which it has received consideration from the customer. This primarily consists of prepaid hosting fees. Revenue is recognized as the related performance obligations are satisfied over the contract term. Deferred revenue is included in other current liabilities in the consolidated balance sheets.
Concentration of Credit Risk
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash, accounts receivable, and loan receivable – related party. The carrying value of all these financial instruments approximates fair value. The Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk on its cash.
The Company’s accounts receivable are derived from revenue earned from customers located in the United States. Approximately 93% of the Company’s revenues for the year ended December 31, 2025 (Successor) were derived from three customers, 97% of the Company’s revenues for the period from February 8, 2024 to December 31, 2024 (Successor), and 97% for the period from January 1, 2024 to February 7, 2024 (Predecessor), respectively, were derived from a single customer, Blue Ridge. Blue Ridge provides services to multiple subtenants, resulting in indirect diversification of the revenue stream. Approximately 50% of this revenue concentration is derived from a subcontract between Blue Ridge and a separate unrelated customer.
Approximately 99% of the Company’s cost of services for the year ended December 31, 2025 (Successor), 100% of the Company’s cost of services for the period from February 8, 2024 to December 31, 2024 (Successor), and 99% for the period from January 1, 2024 to February 7, 2024 (Predecessor), respectively, were from one energy provider. Approximately 57% and 69% of the Company’s accounts payable and accrued expenses as of December 31, 2025 (Successor) and 2024 (Successor), respectively, were due to this energy provider.
As of December 31, 2025 (Successor) and 2024 (Successor), the Company had a loan receivable of $1,083,460 and $1,045,315, respectively, from member VCV Digital (a related party of the Company), which the Company believes is fully collectible. This balance is presented in loan receivable – related party on the Company’s consolidated balance sheets. See Note 9 – Related Party Transactions for additional information.
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The Company has no significant off-balance sheet concentrations of credit risk such as foreign exchange contracts, options contracts, or other foreign hedging arrangements.
Cost of Revenues
The Company includes energy costs in cost of revenues. Included in the energy costs is an accrual updated quarterly which estimates the annual true up credit or charge anticipated to be received in July of the following year. The true up estimated cost accrual was $471,329 for the year ended December 31, 2025 (Successor) whereas the actual true up credit adjustment for the year ended December 31, 2024 (Successor) was $128,587. Other costs included in cost of revenues include fees for network services and water fees.
Cash
Cash consists of cash on hand and demand deposits maintained with high-credit-quality financial institutions. The Company does not currently hold money market funds, commercial paper, or other cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company monitors the financial health of these institutions and believes it is not exposed to significant credit risk.
Accounts Receivables
Accounts receivable are recorded at the invoiced amount and do not bear interest. A receivable is recognized in the period when the Company has transferred services to its customers and its right to consideration is unconditional. Payment terms and conditions vary by contract type but generally require payment within 30 days of the invoice date.
Property and Equipment
Property and equipment are stated at original cost or initial fair value for property and equipment acquired through business combinations or asset acquisition, net of depreciation. Depreciation for compute equipment, infrastructure equipment, transformers, and leasehold improvements commences once they are ready for their intended use. Major improvements that enhance the functionality or extend the asset’s useful life are capitalized, while routine maintenance and repairs are expensed as incurred. Leasehold improvements and integral equipment at leased locations are amortized over the shorter of the lease term or the estimated useful life of the asset or improvement. Upon disposal or retirement, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the consolidated statement of operations.
During the year ended December 31, 2025 (Successor), the Company acquired Antbox containers for total consideration of $2,332,000. See Note 3 – Property and Equipment, Net for additional information. These assets are classified as infrastructure equipment within Property and Equipment. The Antbox containers are capitalized at acquisition cost, which approximates their fair value, and are assigned a useful life of approximately 7 years.
Depreciation is calculated on a straight-line basis over the estimated useful lives of asset as follows:
| Property and equipment | Useful life (years) | |
| Compute equipment | 3 | |
| Infrastructure equipment | 7-10 | |
| Transformers | 13 | |
| Leasehold improvements | Shorter of lease term or useful life |
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The Company reviews its property and equipment for impairment, together with lease right-of-use assets, at the asset group level; the lowest level at which the asset group generates identifiable cash flows. We reassess whether a change to an asset group is necessary when we experience a significant change in our operations or in the way we utilize long-lived assets that causes a change to the interdependency of cash flows. We review an asset group for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable, such as a significant decrease in market price of an asset, a significant adverse change in the extent or manner in which an asset or an asset group is being used or its physical condition, a significant adverse change in legal factors or business climate that could affect the value of an asset or an asset group, or a continuous deterioration of our financial condition. Recoverability of asset groups to be held and used is assessed by comparing the carrying amount of an asset group to estimated undiscounted future net cash flows expected to be generated by the asset group. If the carrying amount of the asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized in the amount by which its carrying amount exceeds its fair value. No impairment charges were recorded during the year ended December 31, 2025 (Successor), the period from February 8, 2024 to December 31, 2024 (Successor), and the period from January 1, 2024 to February 7, 2024 (Predecessor).
Assets Held for Sale
Assets and liabilities to be disposed of that meet all of the criteria to be classified as held for sale are reported at the lower of their carrying amounts or fair values less costs to sell. The Company classifies long-lived assets as held for sale when management has approved and committed to a formal plan to sell the asset, the asset is available for immediate sale in its present condition, an active program to locate a buyer has been initiated, the sale is probable and expected to be completed within one year, the asset is being actively marketed at a price that is reasonable in relation to its fair value, and it is unlikely that significant changes to the plan will be made or withdrawn. Upon classification as held for sale, the asset is measured at the lower of its carrying amount or fair value less costs to sell, and depreciation ceases. If the carrying amount exceeds fair value less costs to sell, an impairment loss is recognized in the period the held for sale criteria are met, while gains on sale are recognized only upon completion of the transaction. The Company assesses the fair value of assets held for sale at each reporting period until the asset is sold or reclassified as an operating asset if it no longer meets the held-for-sale criteria.
The Company had nine mining containers classified as held for sale as of December 31, 2024 (Successor). These containers were sold during the year ended December 31, 2025 (Successor), and there were no assets held for sale as of December 31, 2025 (Successor). The containers were not deemed impaired while held for sale, and no impairment charges were recorded during the Predecessor or Successor periods in 2024.
Goodwill
Goodwill represents the excess purchase consideration of an acquired business over the fair value of its net tangible and identifiable intangible assets. Goodwill is not amortized and is tested for impairment at least annually or more often if and when circumstances indicate that goodwill is not recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate, or a significant decrease in expected cash flows. No impairment charges were recorded with respect to goodwill for the year ended December 31, 2025 (Successor), the period from February 8, 2024 to December 31, 2024 (Successor), and the period from January 1, 2024 to February 7, 2024 (Predecessor).
Leases
The Company enters into lease arrangements primarily for land, data center spaces, and equipment. In accordance with ASC 842, Leases, the Company assesses whether an arrangement contains a lease at contract inception. When an arrangement contains a lease, the Company categorizes leases with contractual terms longer than twelve months as either operating or finance.
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The Company records right-of-use (“ROU”) assets and lease liabilities on the consolidated balance sheet for all leases with a term for longer than 12 months, including renewal options that the Company is reasonably certain to exercise. ROU assets represent our right to use an underlying asset for the lease term. Lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are classified and recognized at the lease commencement date. When there is a lease modification or a change in lease term triggered by a reassessment event, we reassess its classification and remeasure the ROU asset and lease liability.
Lease liabilities are initially measured based on the present value of fixed lease payments over the term of the lease. As the rate implicit in the Company’s lease is not easily determinable, the Company’s applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments.
The majority of our lease arrangements include options to extend the lease. If we are reasonably certain to exercise such options, the periods covered by the options are included in the lease term. The depreciable lives of leasehold improvements are limited by the expected lease term and the Company performs an assessment annually to determine if renewal options in leases are certain to be exercised. For leases with a term of 12 months or less, the Company has elected not to recognize any ROU asset or lease liability on the consolidated balance sheet. Where there are lease agreements with lease and non-lease components, the Company has elected to account for the lease and non-lease components as a single lease component for all classes of underlying assets that are identified as lease arrangements.
As described above, we perform a review at least annually of all long-lived assets, including ROU assets, at the asset group level for impairment by assessing events or changes in circumstances that indicate the carrying amount of an asset group may not be recoverable. Recoverability of asset groups to be held and used is assessed by comparing the carrying amount of an asset group to estimated undiscounted future net cash flows expected to be generated by the asset group. If the carrying amount of the asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which its carrying amount exceeds its fair value. No impairment charges were recorded during the year ended December 31, 2025 (Successor), the period from February 8, 2024 to December 31, 2024 (Successor), and the period from January 1, 2024 to February 7, 2024 (Predecessor). See Note 6 – Leases for additional information.
Fair Value of Financial Instruments
The carrying values of cash represents fair value. The carrying values of accounts receivable, accrued revenues, accounts payable, and accrued expenses approximate their fair values primarily due to the short-term maturity of the related instruments. The fair value of loan receivable is estimated by discounting the contractual cash flows, using indicative pricing from third parties for similar instruments and asset-specific yield adjustments for elements such as credit risk.
Members’ Equity
The Company’s ownership is comprised of two members with membership interest of 50% each as of December 31, 2025 (Successor) and 2024 (Successor).
Income Taxes
The Company is a limited liability company and is not subject to income taxes. The members include the Company’s taxable income or loss in their personal income tax returns. As a result, no income tax provision is included in the accompanying consolidated financial statements. Transactions for which tax deductibility or the timing of deductibility is uncertain are reviewed based on their technical merits in determining distribution of the Company’s income. Penalties and interest assessed by income taxing authorities are included in selling, general, and administrative expenses. No interest or penalties were recognized for the year ended December 31, 2025 (Successor), the period from February 8, 2024 to December 31, 2024 (Successor), and the period from January 1, 2024 to February 7, 2024 (Predecessor).
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Recent Accounting Pronouncements
Accounting Standards Not Yet Adopted
Accounting Standards Update (“ASU”) No. 2024-03, Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. Under the standard, the accounting guidance improves the disclosures about a public business entity’s expenses and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions. ASU No. 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Management is still evaluating the impact on the Company’s consolidated financial statements.
Accounting Standards Recently Adopted
The Company was not subject to, nor did it adopt, any new accounting pronouncements during the year ended December 31, 2025 (Successor), the period from February 8, 2024 to December 31, 2024 (Successor), and the period from January 1, 2024 to February 7, 2024 (Predecessor), that had a material impact on its financial condition, results of operations, or cash flows.
| 3. | PROPERTY AND EQUIPMENT, NET |
Property and equipment consisted of the following:
| Successor | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Compute equipment | 172,589 | 164,751 | ||||||
| Infrastructure Equipment | 5,787,460 | 3,424,371 | ||||||
| Leasehold improvements | 2,846,345 | 2,846,345 | ||||||
| Transformers | 1,554,533 | 1,554,533 | ||||||
| 10,360,927 | 7,990,000 | |||||||
| Less: Accumulated depreciation | (1,495,908 | ) | (633,603 | ) | ||||
| Total | 8,865,019 | 7,356,397 | ||||||
Depreciation expense was $862,305 for the year ended December 31, 2025 (Successor), $589,516 for the period from February 8, 2024 to December 31, 2024 (Successor), and $239,330 for the period from January 1, 2024 to February 7, 2024 (Predecessor).
Asset acquisition
On May 15, 2025, the Company entered into a Purchase and Sale Agreement with Blue Ridge Digital Mining, LLC to acquire 60 Antbox containers for a total contractual consideration of $2,332,000, payable in 24 equal monthly installments of $97,167, beginning August 15, 2025 and ending July 15, 2027.
This transaction has been accounted for as an asset acquisition under common control in accordance with ASC 805-50, as both the Company and the seller are ultimately controlled by VCV Digital Infrastructure Holdings LLC. The Antboxes were delivered and accepted during the second quarter of 2025 and have been capitalized under equipment within property and equipment.
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Future minimum payments as of December 31, 2025 (Successor) related to this asset acquisition are as follows:
| Future Minimum Payments | ||||
| 2026 | $ | 1,166,001 | ||
| 2027 | 680,166 | |||
| Total future minimum payments | $ | 1,846,167 | ||
As of December 31, 2025 (Successor), five installment payments of $97,167 each have been made.
The total remaining consideration payable of $1,846,167 as of December 31, 2025 (Successor) is classified as follows in the consolidated balance sheets:
| December 31, 2025 | ||||
| Current liabilities | $ | 1,166,001 | ||
| Non-current liabilities | 680,166 | |||
| Total undiscounted cash flows | $ | 1,846,167 | ||
Asset held for sale
As of December 31, 2024 (Successor), the Company had nine mining containers classified as held for sale. These containers were measured at the lower of their carrying amount or fair value less costs to sell, in accordance with ASC 360-10, Property, Plant and Equipment – Overall.
During the first quarter of 2025, the Company sold the remaining nine mining containers for total proceeds of $132,000, resulting in a gain of $67,714 recorded in other income in the accompanying consolidated statements of operations. As of December 31, 2025 (Successor), the Company had no mining containers classified as held for sale.
During the period from February 8, 2024 to December 31, 2024 (Successor), the Company sold 14 mining containers, generating total proceeds of $100,000. No gain or loss was recognized on these sales.
| 4. | BUSINESS COMBINATION AND CONTROL OBTAINED BY A RELATED PARTY |
Per an agreement dated February 7, 2024, the Company underwent a change in control following a step acquisition by VCV Digital Solutions LLC (“VCV Digital Solutions”), which was effective as of February 8, 2024. VCV Digital Solutions acquired 50% of the issued and outstanding membership interests of the Company from an unrelated third-party seller that previously held a 50% ownership interest, adding to its existing 45% indirect interest held through its subsidiary, Tiger Cloud LLC. As a result, VCV Digital Solutions, through Tiger Cloud LLC, obtained full control of the Company.
Although the transaction involved entities in which VCV Digital Solutions previously held significant influence, the Company evaluated the nature of the transaction and determined that it does not meet the criteria for a common control transaction under ASC 805. Prior to the acquisition, the seller was not under common control with VCV Digital Solutions and therefore was not considered a related party under ASC 850, Related Party Disclosures. The acquisition of the remaining 50% interest resulted in a substantive change in control and governance. Accordingly, this transaction is not considered a common control transaction.
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The Company elected to apply pushdown accounting in accordance with ASC 805, resulting in a new basis of accounting and the creation of a new reporting entity as of February 8, 2024. The Company has revised its financial statement presentation to separately reflect the predecessor and successor periods in accordance with ASC 805. The period from January 1, 2024 to February 7, 2024 (Predecessor) is presented under the historical cost basis, and the period from February 8, 2024 to December 31, 2024 (Successor) is presented under the new fair value basis resulting from the application of pushdown accounting.
The total purchase consideration for the additional 50% interest was $7,684,150. As a result of the step acquisition, the assets and liabilities of the Company were revalued at fair value. The following adjustments were made:
| ● | Property and equipment, net: increased by $1,810,558 to reflect fair value. |
| ● | Goodwill: Recognized at $4,851,136 as the excess of the purchase price over the fair value of net identifiable assets. |
The impact of these adjustments is reflected in the accompanying consolidated balance sheets as of December 31, 2024 (Successor).
| 5. | REVENUE |
Deferred Revenue (Contract Liabilities)
Deferred revenue consists of consideration received in advance of performance and recognizes them as revenue when the performance obligation is satisfied.
The following table summarizes the deferred revenue activity during the years ended December 31, 2025 (Successor) and 2024 (Successor):
| Successor | ||||||||
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||||
| Balance at the beginning of the year | $ | 1,666,580 | $ | 1,389,000 | ||||
| Add: revenue deferred during the year | 2,330,584 | 1,956,400 | ||||||
| Less: Revenue recognized during the year | (1,666,580 | ) | (1,678,820 | ) | ||||
| Balance at the end of the year | $ | 2,330,584 | $ | 1,666,580 | ||||
| Current | $ | 2,330,584 | $ | 1,666,580 | ||||
| Non-current | $ | - | $ | - | ||||
As of December 31, 2025 (Successor), the Company expects to realize substantially all the deferred revenue within 12 months and accordingly, these amounts are classified as current liabilities. There were no significant changes to contract terms, refund policies, or performance obligations during the periods presented. The Company did not have contract assets as of December 31, 2025 (Successor) and 2024 (Successor).
| 6. | LEASES |
The Company leases land under a ground lease agreement to support its data center facility. Lease payments are made in cash in accordance with the lease terms. The balance of the related ROU asset was $81,712 and $188,936 as of December 31, 2025 (Successor) and December 31, 2024 (Successor), respectively.
As of December 31, 2025 (Successor) and December 31, 2024 (Successor), the weighted-average remaining lease term for operating leases was 0.75 years and 1.75 years, respectively. As of December 31, 2025 (Successor) and December 31, 2024 (Successor), the weighted-average discount rate for operating leases was 1.37% for both years.
The lease agreement includes extension options, which may extend the lease beyond the original period. The Company has not included the potential impact of any additional extension options in the calculation of the lease term or related lease liability.
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During the year ended December 31, 2025 (Successor), the period from February 8, 2024 to December 31, 2024 (Successor), and the period from January 1, 2024 to February 7, 2024 (Predecessor), the Company made cash payments to reduce its operating lease liability of approximately $109,200, $97,652, and $11,348, respectively.
Future minimum non-cancelable lease commitments under this lease are as follows:
| Future Minimum Payments | ||||
| 2026 | $ | 81,900 | ||
| 2027 | - | |||
| 2028 | - | |||
| 2029 | - | |||
| 2030 | - | |||
| Thereafter | - | |||
| Total undiscounted cash flows | 81,900 | |||
| Less: Present value discount | (188 | ) | ||
| Total lease obligations | $ | 81,712 | ||
| 7. | FAIR VALUE MEASUREMENTS |
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly, hypothetical transaction between market participants at the measurement date, or exit price. ASC 820, Fair Value Measurement , which establishes three levels of inputs that are used to measure fair value:
| ● | Level 1: quoted prices in active markets for identical assets or liabilities. |
| ● | Level 2: observable inputs other than quoted market prices included within Level 1 that are observable, either directly or indirectly, for the assets or liabilities. |
| ● | Level 3: unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities, including indicative pricing from third parties for similar instruments and asset-specific yield adjustments for elements such as credit risk. |
Assets and liabilities not measured and recorded at fair value
The Company’s consolidated financial instruments are not measured at fair value on a recurring basis, as the carrying values of the instruments approximate their fair values due to their liquid or short-term natures.
| 8. | COMMITMENTS AND CONTINGENCIES |
Business Combination with Signing Day Sports, Inc.
On May 27, 2025, the Company entered into a Business Combination Agreement (“BCA”) with Signing Day Sports, Inc. (“SGN”), as amended on November 10, 2025, and as further amended on December 22, 2025. Effective March 16, 2026, BlockchAIn Digital Infrastructure Inc. (“BlockchAIn”) and SGN announced the successful completion of the business combination under the previously announced BCA. BlockchAIn, a newly formed Delaware holding company, is now the parent entity of both SGN and One Blockchain. BlockchAIn commenced trading on NYSE American on March 17, 2026, under the ticker symbol “AIB”.
As of March 16, 2026, BlockchAIn was authorized to issue 1,100,000,000 shares consisting of: (i) 1,000,000,000 shares of common stock, par value $0.0001 per share; and (ii) 100,000,000 shares of preferred stock, par value $0.0001 per share. As of March 26, 2026, the registrant had 37,629,068 outstanding shares of common stock, $0.0001 par value and no shares of preferred stock, $0.0001 par value, issued and outstanding.
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Management has evaluated the BCA and amendments and determined that no adjustments to the financial statements are required as of the reporting date. The financial impact of the transaction will be reflected in future periods.
Energy Contract
The Company has an energy services contract with a third party, which expires in October 2026. Under the terms of the agreement, the Company is committed to pay a minimum of $256,000 monthly for energy used in the previous month. Usage in excess of $256,000 is invoiced to the Company in arrears on a monthly basis. The Company may terminate this agreement prior to its expiration date for an early termination fee of $400,000. The energy services contract does not qualify as a lease under ASC 842 and therefore follows ASC 340-40 “take or pay” type contract.
Letter of Credit
During 2022, a related party of the Company entered into a stand-by letter of credit (“LOC”) arrangement with its financial institution on behalf of the Company to provide $3,000,000 in funding for the benefit of the third party that the Company has its energy services contract with. In 2025, the LOC was reduced to $2,060,000. The financial effects of the completed transaction will be reflected in the period in which the closing occurred. The LOC is automatically renewed annually and is secured by a certificate of deposit (“CD”), which also supports the Company’s surety bond obligations. As of the issuance date of these consolidated financial statements, the LOC remains in effect. Subsequent to December 31, 2025, but prior to the issuance of these financial statements, the transaction was completed. As a recognized subsequent event under ASC 855, management has evaluated the closing and determined that no adjustment to the consolidated financial statements as of December 31, 2025 is required.
Other litigations
The Company is involved, from time to time, in litigation, other legal claims, and proceedings involving matters associated with or incidental to its business, including, among other things, matters involving credit card fraud, trademarks and other intellectual property, licensing, taxation, and employee relations. The Company believes at present that the resolution of currently pending matters will not, individually or in aggregate, have a material adverse effect on its consolidated financial statements. However, the Company’s assessment of any current litigation or other legal claims could potentially change in light of the discovery of facts not presently known or determinations by judges, juries, or other finders of fact that are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.
In the normal course of business, the Company may enter into certain guarantees or other agreements that provide general indemnifications. The Company has not made any significant indemnification payments under such agreements in the past and does not currently anticipate incurring any material indemnification payments.
Consultant Agreement
The Company had a 5% profit share agreement with an unrelated third-party consultant. As part of this agreement, upon sale of the Company the consultant is also entitled to a payout based on the Company’s cash flows and a reasonable market multiple, as defined by the agreement. During the period from February 8, 2024 to December 31, 2024 (Successor), the Company fully settled its claims with the consultant for $300,000, resolving all outstanding obligations under the agreement and terminating the agreement. There are no liabilities or commitments related to this consultant agreement as of December 31, 2025 (Successor) and December 31, 2024 (Successor).
20
| 9. | RELATED PARTY TRANSACTIONS |
The Company reimbursed one of its members $523,000 in related party expenses with Tiger Cloud LLC for the year ended December 31, 2025, and $286,000 during the period from February 8, 2024 to December 31, 2024 (Successor) and $33,000 during the period from January 1, 2024 to February 7, 2024 (Predecessor) for selling, general, and administrative expenses made on behalf of the Company. For the year ended December 31, 2025, this included $284,000 in management fees and $239,000 of labour allocation expense. During the periods from February 8, 2024 to December 31, 2024 (Successor) and January 1, 2024 to February 7, 2024 (Predecessor) the entire expense was for management fees and none attributable to labour allocation expense.
As of December 31, 2025 (Successor), no amounts were due to the member. As of December 31, 2024 (Successor), $334,000 was due to a member and included in accounts payable.
As of December 31, 2025 (Successor) and 2024 (Successor), the Company had a loan receivable of $1,083,460 and $1,045,315, respectively, which relates to funds loaned to VCV Digital Infrastructure Holdings to support its surety bond requirements. Specifically, One Blockchain LLC provided funds for a commercial deposit (“CD”) in VCV Digital Solutions and to increase the LOC and surety bond. The loan is non-interest-bearing and is expected to be repaid based on contractual agreements between the parties. The Company considers the credit risk to be mitigated by the collateral value of the CD and the increased surety bond securing the loan. The Company evaluates the recoverability of loan receivables on an ongoing basis, considering factors such as the financial condition of the borrower and collateral value. As of December 31, 2025 (Successor) and 2024 (Successor), no allowance for credit losses has been recorded, as management believes the loan is fully recoverable.
As of December 31, 2024 (Successor), the Company had a related party loan payable with a balance of $18,750. This loan was repaid during the year ended December 31, 2025 (Successor), and the balance of related party loans payable was zero as of December 31, 2025 (Successor).
As of December 31, 2025 (Successor), the Company had accounts receivable from related parties totaling $2,173,634, arising from operational activities. These amounts are expected to be settled in the normal course of business. These related party receivables include $29,128 due from Blockchain Digital Infrastructure Inc., $1,640,171 due from Tiger Cloud LLC, and $504,335 due from VCV Digital Solutions. These balances reflect transactions related to the Company’s ongoing business operations and financial arrangements with related entities. As of December 31, 2024 (Successor), the Company had accounts receivable from related parties totaling $370,405. These related party receivables include $35,500 due from Atlas Cloud AI LLC, $39,558 due from Tiger AIDC LLC, $26,315 due from Tiger Cloud LLC, and $269,033 due from VCV Digital Solutions.
| 10. | SUBSEQUENT EVENTS |
The Company has evaluated subsequent events and transactions that occurred up to the date the financial statements were issued. Based upon this review, except for as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
Business Combination with Signing Day Sports, Inc.
As discussed in Note 8, on May 27, 2025, the Company entered into a BCA with SGN, as amended on November 10, 2025, and as further amended on December 22, 2025. Effective March 16, 2026, BlockchAIn and SGN announced the successful completion of the business combination under the previously announced BCA. BlockchAIn, a newly formed Delaware holding company, is now the parent entity of both SGN and One Blockchain. BlockchAIn commenced trading on NYSE American on March 17, 2026, under the ticker symbol “AIB”.
21
Exhibit 99.3
Pro forma financial information.
F-1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Pro Forma Accounting
The unaudited pro forma condensed combined financial information has been prepared to give effect to the following:
| ● | Business Combination Accounting: The Business Combination Agreement of Signing Day Sports and BlockchAIn Digital Infrastructure, Inc. (the “Company” or “BlockchAIn”) will be evaluated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The Business Combination will be accounted for as a reverse acquisition with BlockchAIn being deemed the accounting acquirer and Signing Day Sports being deemed the accounting acquiree for accounting purposes. Under ASC 805, BlockchAIn, as the accounting acquirer, will record the assets acquired and liabilities assumed of Signing Day Sports in the transaction at their fair values as of the acquisition date; |
| ● | Share Distribution: The issuance of BlockchAIn common shares to legacy Signing Day Sports stockholders, Maxim Partners (or its designees), and the legacy One Blockchain Securityholders, resulting in post-transaction shareholdings of approximately 8.5% of the outstanding shares (on a fully-diluted basis excluding any out-of-the-money options and warrants) by legacy Signing Day Sports stockholders, 3.2% of the total transaction enterprise value by Maxim Partners (or its designees), and the remaining percentage of outstanding shares by the legacy One Blockchain Securityholders; |
| ● | Transaction Costs: The incorporation of certain transaction costs related to the Transactions; and |
| ● | Earnout Shares: The initial fair value of the Earnout Shares that may be issued to the One Blockchain Securityholders and Maxim Partners (or its designees) if the specified threshold is met will be classified within equity in accordance with the provisions of FASB ASC Topic 815-40 since the Earnout Shares will be indexed to BlockchAIn common stock and BlockchAIn controls the ability to settle these instruments in shares. The estimated fair value of the Earnout Shares that may be issued to Tiger Cloud and VCV Digital will be recognized within expenses since the Earnout Shares will not be issued pro rata to all the BlockchAIn shareholders and the offsetting entry will increase shareholders’ equity. The estimated fair value of the Earnout Shares that may be issued to Maxim Partners (or its designees) will also be recognized within expenses and the offsetting entry will increase shareholders’ equity. The initial fair value of the Earnout Shares that may be issued to Tiger Cloud and VCV Digital and to Maxim Partners (or its designees) has been reflected as a transaction accounting adjustment in the pro forma combined financial statements and has increased expenses and equity by the amount of the initial fair value. Assuming that the performance conditions relating to the issuance of the Earnout Shares will be satisfied, and that no adjustments are made to the number of BlockchAIn common shares issued to VCV Digital and Tiger Cloud, the weighted average number of shares would increase by 4,003,586 shares. |
The accompanying unaudited pro forma condensed combined balance sheet as of December 31, 2025 were prepared as if the Business Combination had occurred on December 31, 2025, and the unaudited pro forma condensed combined statement of operations for the twelve months ended December 31, 2025 were prepared as if the Business Combination had occurred on January 1, 2025. The unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with the following:
| ● | The audited financial statements of Signing Day Sports for the years ended December 31, 2025 and 2024 included elsewhere in this Form 8-K/A. |
| ● | The audited consolidated financial statements of One Blockchain for the year ended December 31, 2024 included elsewhere in this Form 8-K/A, which present predecessor and successor activity in the statements of operations for that period. |
| ● | The audited consolidated financial statements of One Blockchain for the year ended December 31, 2025 included elsewhere in this Form 8-K/A. |
The unaudited pro forma condensed combined financial information is provided for illustrative purposes only. It is not necessarily, and should not be assumed to be, indicative of the actual results that would have been achieved had the business combination been completed as of the dates indicated or that may be achieved in the future. In addition, the pro forma combined financial information does not consider potential effects of changes in market conditions, anticipated synergies, operating efficiencies, tax benefits, or other factors. The preliminary allocation of the pro forma purchase price is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon the consummation of the transaction.
F-2
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS
| Signing Day Sports, Inc. | One Blockchain LLC | BlockchAIn Digital Infrastructure, Inc. | Transaction Accounting Adjustments | Note 3 | BlockchAIn Digital Infrastructure, Inc. | |||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||
| Assets | ||||||||||||||||||||||
| Cash and cash equivalents | $ | 57,196 | $ | 15,265 | $ | - | $ | 476,339 | D | |||||||||||||
| 4,945,874 | G | |||||||||||||||||||||
| (1,663,000 | ) | I | $ | 3,831,674 | ||||||||||||||||||
| Accounts Receivable | 25,152 | 7,720 | - | - | 32,872 | |||||||||||||||||
| Accounts Receivable - related party | - | 2,173,634 | - | (29,128 | ) | H | 2,144,506 | |||||||||||||||
| Loan receivable - related party | - | 1,083,460 | - | - | 1,083,460 | |||||||||||||||||
| Prepaid expenses | 12,120 | - | - | - | 12,120 | |||||||||||||||||
| Other current assets | - | 218,698 | - | - | 218,698 | |||||||||||||||||
| Total current assets | 94,468 | 3,498,777 | - | 3,730,085 | 7,323,330 | |||||||||||||||||
| Property, plant and equipment, net | 8,422 | 8,865,019 | - | - | 8,873,441 | |||||||||||||||||
| Internally developed software, net | 452,655 | - | - | (452,655 | ) | F | - | |||||||||||||||
| Operating lease right of use asset, net | 48,881 | 81,712 | - | - | 130,593 | |||||||||||||||||
| Intangible assets, net | - | 4,851,136 | - | 20,642,300 | A | 25,493,436 | ||||||||||||||||
| Other non-current assets | 34,232 | - | - | - | 34,232 | |||||||||||||||||
| Total assets | $ | 638,658 | $ | 17,296,644 | $ | - | $ | 23,919,730 | $ | 41,855,032 | ||||||||||||
| Liabilities and Stockholders’ Equity | ||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||
| Accounts payable/accrued expenses | $ | 1,831,482 | $ | 3,304,012 | - | $ | 630,119 | E | ||||||||||||||
| 100,000 | I | $ | 5,865,613 | |||||||||||||||||||
| Deferred revenue/contract liabilities | 1,427 | 2,330,584 | - | - | 2,332,011 | |||||||||||||||||
| Accounts payable- related party | - | - | 29,128 | (29,128 | ) | H | - | |||||||||||||||
| Current operating lease right of use liability | 54,878 | 81,712 | - | - | 136,590 | |||||||||||||||||
| Current portion of consideration payable | - | 1,166,001 | - | - | 1,166,001 | |||||||||||||||||
| Other current liabilities | - | 1,845,760 | - | - | 1,845,760 | |||||||||||||||||
| Total current liabilities | 1,887,787 | 8,728,069 | 29,128 | 700,991 | 11,345,975 | |||||||||||||||||
| Consideration payable, net of current portion | - | 680,166 | - | - | 680,166 | |||||||||||||||||
| Total liabilities | 1,887,787 | 9,408,235 | 29,128 | 700,991 | 12,026,141 | |||||||||||||||||
| Stockholders’ equity: | ||||||||||||||||||||||
| Common stock | 425 | - | - | (425 | ) | A | - | |||||||||||||||
| 3,323 | B | |||||||||||||||||||||
| 322 | B | |||||||||||||||||||||
| 120 | B | |||||||||||||||||||||
| 96 | D | |||||||||||||||||||||
| 560 | G | 4,421 | ||||||||||||||||||||
| Additional paid-in capital | 28,663,831 | - | - | (9,727,080 | ) | A | ||||||||||||||||
| 7,888,409 | A | |||||||||||||||||||||
| (1,663,000 | ) | I | ||||||||||||||||||||
| 650,641 | C | |||||||||||||||||||||
| 493,520 | D | |||||||||||||||||||||
| (17,277 | ) | D | ||||||||||||||||||||
| 5,599,447 | G | |||||||||||||||||||||
| (654,133 | ) | G | 31,234,358 | |||||||||||||||||||
| Subscription receivable | (11 | ) | - | - | 11 | A | - | |||||||||||||||
| Retained earnings (accumulated deficit) | (29,913,374 | ) | - | (29,128 | ) | 29,913,374 | A | |||||||||||||||
| (630,119 | ) | E | ||||||||||||||||||||
| (650,641 | ) | C | ||||||||||||||||||||
| (100,000 | ) | I | (1,409,888 | ) | ||||||||||||||||||
| Members equity and retained earnings | - | 7,888,409 | - | (7,888,409 | ) | A | - | |||||||||||||||
| Other comprehensive income | - | - | - | - | - | |||||||||||||||||
| Total stockholders’ equity | (1,249,129 | ) | 7,888,409 | (29,128 | ) | 23,218,739 | 29,828,891 | |||||||||||||||
| Total liabilities and stockholder’s equity | $ | 638,658 | $ | 17,296,644 | $ | - | $ | 23,919,730 | $ | 41,855,032 | ||||||||||||
F-3
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
| Signing Day Sports, Inc. | One Blockchain LLC | BlockchAIn Digital Infrastructure, Inc. | Transaction Accounting Adjustments | Note 3 | BlockchAIn Digital Infrastructure, Inc. | |||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||
| Revenues, net | $ | 307,991 | $ | 18,516,612 | $ | - | $ | - | $ | 18,824,603 | ||||||||||||
| Cost of services | 37,036 | 15,001,351 | - | - | 15,038,387 | |||||||||||||||||
| Gross profit | 270,955 | 3,515,261 | - | - | 3,786,216 | |||||||||||||||||
| Operating costs and expenses: | ||||||||||||||||||||||
| Advertising and marketing | 6,808 | - | - | - | 6,808 | |||||||||||||||||
| General and administrative | 5,005,153 | 3,521,614 | 29,128 | 100,000 | I | |||||||||||||||||
| 630,119 | K | |||||||||||||||||||||
| 650,641 | L | 9,936,655 | ||||||||||||||||||||
| Depreciation and amortization | - | 862,305 | - | - | 862,305 | |||||||||||||||||
| Total operating expenses | 5,011,961 | 4,383,919 | 29,128 | 1,380,760 | 10,805,768 | |||||||||||||||||
| Operating income (loss) | (4,741,006 | ) | (868,658 | ) | (29,128 | ) | (1,380,760 | ) | (7,019,552 | ) | ||||||||||||
| Other income (expense) | ||||||||||||||||||||||
| Interest expense | (7,329 | ) | (5,359 | ) | - | - | (12,688 | ) | ||||||||||||||
| Change in fair value of derivative and gain on warrant exercise | 10,764 | - | - | - | 10,764 | |||||||||||||||||
| Other income (expense), net | 509,085 | 67,714 | - | - | 576,799 | |||||||||||||||||
| Total other income (expense) | 512,520 | 62,355 | - | - | 574,875 | |||||||||||||||||
| Income (loss) before taxes | (4,228,486 | ) | (806,303 | ) | (29,128 | ) | (1,380,760 | ) | (6,444,677 | ) | ||||||||||||
| Income tax benefit (provision) | - | - | - | - | - | |||||||||||||||||
| Net loss | $ | (4,228,486 | ) | $ | (806,303 | ) | $ | (29,128 | ) | $ | (1,380,760 | ) | $ | (6,444,677 | ) | |||||||
| Weighted Average Common shares outstanding - basic | 3,326,345 | - | - | 34,319,788 | J | 37,646,133 | ||||||||||||||||
| Weighted Average Common shares outstanding - diluted | 3,326,345 | - | - | 34,319,788 | J | 37,646,133 | ||||||||||||||||
| Net loss per common share - basic | $ | (1.27 | ) | - | - | - | $ | (0.17 | ) | |||||||||||||
| Net loss per common share - diluted | $ | (1.27 | ) | - | - | - | $ | (0.17 | ) | |||||||||||||
F-4
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
NOTE 1. BASIS OF PRO FORMA PRESENTATION
The unaudited pro forma condensed combined balance sheets as of December 31, 2025 were prepared as if the Business Combination had occurred on December 31, 2025, and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 were prepared as if the Business Combination had occurred as of January 1, 2025. These unaudited pro forma condensed combined financial statements do not include adjustments for potential synergies, restructuring activities, or other anticipated cost savings.
The Closing occurred on March 16, 2026, upon the satisfaction or (where permissible) waiver of certain conditions, including the receipt of stockholder approval at the special meeting of Signing Day Sports stockholders held on March 13, 2026, and the approval of the initial listing application by NYSE American. Additionally, the purchase consideration and the fair value of the net assets acquired have not been fully determined. The amounts reflected in the pro forma financial statements for the purchase consideration and fair value of net assets acquired are preliminary and subject to adjustment upon the completion of the fair value measurement process. The final determination of fair value may result in significant changes to goodwill, depreciation expense and amortization expense for the periods presented. Any impacts from deferred taxes included in the pro forma financial information are preliminary and subject to adjustment. The final determination of the deferred taxes may result in significant changes to goodwill and income tax expense for the periods presented, as the measurement of deferred tax assets and liabilities is dependent on further evaluation of the tax basis of assets acquired and liabilities assumed, as well as applicable tax rates and laws in effect as of the Closing Date. The following table summarizes the shares of Signing Day Sports common stock outstanding immediately prior to the consummation of the Business Combination:
| Common Shares | ||||
| Signing Day Sports, Inc. stockholders | 34,266,832 | |||
The following table summarizes the pro forma BlockchAIn common shares outstanding immediately after the Closing of the Business Combination, excluding the potential dilutive effects of the Earnout Shares and outstanding options and warrants. As discussed above, the 34.3 million outstanding shares of Signing Day Sports common stock immediately prior to the consummation of the Business Combination are converted into approximately 3.2 million BlockchAIn common shares based on an assumed Exchange Ratio of 0.09334. Under the Business Combination Agreement, the Exchange Ratio was adjusted so long as Signing Day Sports stockholders receive at least 8.5% of the fully diluted BlockchAIn common shares outstanding immediately after Closing (excluding out-of-the-money awards) and the adjustment does not adversely affect NYSE American listing eligibility:
| Common Shares | ||||
| Signing Day Sports Stockholders | 3,215,576 | |||
| One Blockchain Securityholders | 33,225,888 | |||
| Maxim Partners (or its designees) | 1,204,669 | |||
| Total | 37,646,133 | |||
NOTE 2. PURCHASE PRICE ALLOCATION
The preliminary purchase price for Signing Day Sports is as follows:
| December 31, 2025 | ||||
| Number of shares outstanding owned by Signing Day Sports stockholders | 34,266,832 | |||
| Multiplied by the price per share of Signing Day Sports common stock | $ | 0.5401 | ||
| Preliminary purchase consideration based on Signing Day Sports shares outstanding | $ | 18,507,516 | ||
| Compensation paid in connection with Consulting Agreements | 1,763,000 | |||
| Intercompany advance of funds | (1,330,000 | ) | ||
| Preliminary purchase price | $ | 18,940,516 | ||
F-5
When accounting for a reverse acquisition, the consideration transferred is measured using the most reliably measured fair value. As a publicly traded company on the NYSE American, Signing Day Sports shares are more reliably measurable than BlockchAIn common shares or One Blockchain membership interests. On March 16, 2026, the date of the transaction, the sale price of the Signing Day Sports common stock on the NYSE American was $0.5401 per share. Accordingly, a stock price of $0.5401 per share was used in accounting for the acquisition.
As of the date of these unaudited pro forma condensed combined financial statements, BlockchAIn has not completed the detailed valuation study necessary to arrive at the required final estimates of the fair value of the Signing Day Sports’ assets to be acquired and liabilities to be assumed. A final determination of the fair value of Signing Day Sports’ assets and liabilities will be based on the information and assumptions that exist as of the date of the Closing. Certain valuations and assessments, including valuations of property, plant and equipment, intangible assets, other assets and contract liabilities are in process. As a result, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma financial information. Any increases or decreases in the fair value of assets acquired and liabilities assumed upon completion of the final valuations will be reflected in actual future reporting by BlockchAIn. The final purchase price allocation may be materially different than that reflected in the pro forma allocation presented below.
The preliminary fair values of the assets acquired, and liabilities assumed as of the applicable assumed acquisition date are as follows:
| Preliminary allocation of purchase consideration | December 31, 2025 | |||
| Cash and cash equivalents | $ | 57,196 | ||
| Accounts Receivable | 25,152 | |||
| Prepaid expenses | 12,120 | |||
| Property, plant and equipment, net | 8,422 | |||
| Operating lease right of use asset, net | 48,881 | |||
| Other non-current assets | 34,232 | |||
| Total assets acquired | 186,003 | |||
| Accounts payable/accrued expenses | 1,831,482 | |||
| Deferred revenue/contract liabilities | 1,427 | |||
| Lease liability | 54,878 | |||
| Total liabilities assumed | 1,887,787 | |||
| Net liabilities assumed | (1,701,784 | ) | ||
| Intangible Assets acquired (to be allocated) | 20,642,300 | |||
| Preliminary purchase price | $ | 18,940,516 | ||
NOTE 3. PRO FORMA ADJUSTMENTS
The pro forma adjustments included in the unaudited pro forma condensed combined financial statements reflect the following:
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Balance Sheet
| A- | Adjustments to recognize the excess consideration to net liabilities assumed and to reflect the issuance of BlockchAIn common shares as a new entity and the elimination of Signing Day Sports’ and One Blockchain’s historical equity balances. |
F-6
| B- | Reflects the par value of BlockchAIn common shares issued to the One Blockchain Securityholders, the Signing Day Sports Stockholders, and Maxim Partners (or its designees). |
| C- | Reflects the increase in additional paid-in capital with the estimated fair value of the 1,204,669 BlockchAIn common shares issued at the Closing of the Business Combination to Maxim Partners (or its designees) as compensation under the Advisory Agreement with One Blockchain amounting to $650,641. |
| D- | Between January 1, 2026 and March 16, 2026, pursuant to the Helena Purchase Agreement, Signing Day Sports sold a total of 962,322 shares of Signing Day Sports common stock to Helena. These share sales are included as a transaction adjustment in the pro forma combined balance sheet for total gross proceeds of $493,520. Placement fees paid to Maxim Group for the shares issued were $17,277. For purposes of the unaudited pro forma condensed combined balance sheet, this issuance of shares is reflected as an increase to cash, net of placement agent fees, and a corresponding increase to Stockholders’ Equity (Common Stock and Additional Paid-In Capital). The shares are considered fully earned upon execution of the Helena Purchase Agreement and are assumed to have been issued as of the pro forma balance sheet date. On March 13, 2026, Signing Day Sports gave notice of termination of the Helena Purchase Agreement (the ELOC facility), effective March 20, 2026. |
| E- | Non-recurring BlockchAIn expenses incurred related to transaction costs of approximately $481,000 for legal, audit and other professional service provider expenses and $149,000 for miscellaneous costs to be paid by BlockchAIn that were not accrued as of December 31, 2025. |
| F- | Reclassification from capitalized software to intangible assets to reflect fair value. |
| G- | Reflects the net proceeds from the Company’s underwritten offering, in which 9,483,500 shares of common stock, Common Warrant, and Representative’s Warrants were issued. Gross proceeds totaled $5,600,007, offset by offering costs of $654,133, resulting in net proceeds of approximately $4,945,874. All Common Warrants and Representative’s Warrants issued in the offering were fully exercised prior to the pro forma balance sheet date on a zero-cash exercise basis. The adjustment increases cash for the net proceeds and increases common stock and additional paid-in capital consistent with the equity issued in the offering. |
| H- | Elimination entries upon consolidation. |
| I- | Represents prepaid amount of $1,663,000 as compensation for services related to Executive Consulting Agreements, dated March 12, 2026 with certain former executive officers of Signing Day Sports. An additional $100,000 was reserved to be placed in an interest-bearing escrow account to pay Outstanding Liabilities (as defined in the Executive Consulting Agreements) of Signing Day Sports, with any remaining portion to be paid back within 90 days, subject to any clawback or repayment obligation as set forth in the agreements. Since $1,663,000 represents consideration, this amount has been included as part of the purchase price. |
F-7
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
J- | The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statement of operations are based upon the number of BlockchAIn common shares outstanding, assuming that the Business Combination occurred on January 1, 2025, and that no adjustments are made to the number of BlockchAIn common shares issued to the Signing Day Sports Stockholders, the One Blockchain Securityholders, and Maxim Partners (or its designees). Because the Earnout Shares are contingently issuable based upon BlockchAIn reaching specified thresholds that have not yet been achieved, the Earnout Shares have been excluded from basic and diluted pro forma net profit per share. |
| Signing Day Sports shares at the time of the business combination | 34,266,832 | |||
| In Connection with the Business Combination: | ||||
| Elimination of Signing Day Sports shares | (34,266,832 | ) | ||
| Issuance of BlockchAIn common shares to Signing Day Sports Stockholders | 3,215,576 | |||
| Issuance of BlockchAIn common shares to One Blockchain Securityholders | 33,225,888 | |||
| Issuance of BlockchAIn common shares to Maxim Partners (or its designees) | 1,204,669 | |||
| BlockchAIn common shares outstanding at closing | 37,646,133 |
| K- | Non-recurring BlockchAIn expenses incurred related to transaction costs of approximately $481,000 for legal, audit and other professional service provider expenses and $149,000 for miscellaneous costs to be paid by BlockchAIn that were not accrued as of December 31, 2025. |
L- | Reflects the increase in additional paid-in capital with the estimated fair value of the 1,204,669 BlockchAIn common shares expected to be issued at the time of the Business Combination to Maxim Partners (or its designees) as compensation under the Advisory Agreement with One Blockchain amounting to $650,641 (also refer to adjustment C). |
NOTE 4. ACCOUNTING POLICIES
Management has performed a preliminary review of the accounting policies of Signing Day Sports and BlockchAIn and has determined that no material adjustments are necessary at this time. However, finalization of the purchase accounting may result in certain adjustments upon further analysis and these adjustments may be material.
F-8
NOTE 5. TAX ADJUSTMENT
As of December 31, 2025, based on the pro forma condensed combined financial statements reflected herein, federal net operating loss carryforwards were approximately $32.8 million. The federal net operating loss carryforward can be carried forward indefinitely. The utilization of loss carryforwards in future years is subject to limitations due to the transaction and that limitation has not yet been determined. Management believes that based on certain factors, the available evidence creates sufficient uncertainty regarding the realizability of the deferred tax assets such that a full valuation allowance has been recorded.
ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of evidence, it is more than likely than not that some portion or all of the deferred tax assets will not be recognized. After consideration of all the evidence, both positive and negative, management has determined that a $7.5 million valuation allowance at December 31, 2025 is necessary to reduce the deferred tax assets to the amount that will more likely than not be realized. The Company will continue to assess the realizability of the deferred tax assets based on actual and forecasted operating results.
The deferred tax assets and liabilities consist of the following significant components at December 31, 2025:
| December 31, 2025 | ||||
| Deferred Tax Assets: | ||||
| Net Operating Loss carryforward | $ | 8,168,077 | ||
| Internally Developed Software | 497,504 | |||
| Credit carryforward | 59,143 | |||
| Charitable contribution carryforward | 778 | |||
| ROU Liability | 20,387 | |||
| Total Deferred Tax Assets | $ | 8,745,889 | ||
| Deferred Tax Liabilities: | ||||
| Intangibles | $ | (233,390 | ) | |
| ROU Asset | (20,387 | ) | ||
| Property and Equipment | (943,728 | ) | ||
| Total Deferred Tax Liabilities | $ | (1,197,505 | ) | |
| Less: Valuation Allowance | $ | (7,548,384 | ) | |
| Deferred Tax Asset/Liability, net | $ | - | ||
Federal and state income tax expense/(benefit) for the period ended December 31, 2025, consists of the following:
| December 31, 2025 | ||||
| Federal | - | |||
| State | - | |||
| Total Current Tax Expense | - | |||
| Federal | - | |||
| State | - | |||
| Total Deferred Tax Expense | - | |||
| Total Income Tax Expense/Benefit | - |
Effective tax rate reconciliation:
| December 31, 2025 | ||||
| Federal statutory rate | 21.00 | % | ||
| State income taxes | 3.50 | % | ||
| Permanent differences | 1.87 | % | ||
| Valuation allowances | (30.95 | )% | ||
| Return to provision- permanent differences | 9.51 | % | ||
| Purchase Accounting – One Blockchain | (1.54 | )% | ||
| Deferred Rate Change | (3.39 | )% | ||
| Effective Tax Rate | 0.00 | % | ||
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