Core Viewpoint - Signing Day Sports is advancing a business combination with BlockchAIn Digital Infrastructure, which is expected to create significant long-term value for shareholders [2][6][15] Business Combination Details - The business combination agreement was initially signed on May 27, 2025, and amended on November 10, 2025 [2] - Upon closing, Signing Day Sports shareholders will receive approximately 8.5% of the combined company's common stock, valued at about $20 million, while BlockchAIn LLC's securityholders will receive approximately 91.5%, valued at around $215 million [3] - An earnout of 11.628% of total shares will be available to BlockchAIn LLC's securityholders if BlockchAIn Inc. achieves an EBITDA of $25 million for the fiscal year ending December 31, 2026 [3] Transaction Timeline - The transaction is anticipated to close in the first quarter of 2026, pending shareholder approval and NYSE American listing approval [5] Valuation Insights - The Signing Day Sports Board received two fairness opinions, with the latest indicating an enterprise value range for BlockchAIn of $515.3 million to $776.7 million, with a midpoint of $646 million [7] - The initial fairness opinion estimated an enterprise value range of $280 million to $378.7 million, with a midpoint of $329.3 million [8] Strategic Benefits - The combination is expected to enhance Signing Day Sports' platform features and create new revenue streams through third-party data hosting services in sports technology and education markets [14] - Signing Day Sports will remain a wholly owned subsidiary, preserving its mission and brand while benefiting from the combined entity's infrastructure and cash flow [14] Market Positioning - BlockchAIn aims to expand its portfolio of high-density compute assets for AI applications, bitcoin mining, and high-performance computing [11] - The digital infrastructure market is rapidly evolving, with increasing demand for energy-efficient processing power, positioning BlockchAIn to capitalize on various compute-intensive applications [12] Infrastructure Assets - Key assets include a 40 MW data center in South Carolina and a planned 150 MW data center campus in Texas, which will support both crypto mining and AI/HPC activities [13][18] - The Texas facility is designed for modular construction, providing flexibility for different revenue mixes [13]

Core Viewpoint - Signing Day Sports, Inc. is progressing towards a business combination with BlockchAIn Digital Infrastructure, Inc. and One Blockchain LLC, aiming to enhance its recruitment platform for high school athletes and college coaches through this strategic alignment [1][2]. Company Overview - Signing Day Sports is focused on improving the recruiting process for student-athletes, providing a platform that allows them to create recruitment profiles with necessary information for college coaches [3]. - One Blockchain LLC specializes in digital infrastructure, particularly in Bitcoin mining and high-performance computing, operating a significant data center in South Carolina that generated approximately $22.9 million in revenue and $5.7 million in net income in 2024 [4]. Business Combination Details - The Registration Statement on Form S-4 has been filed with the SEC, detailing the proposed business combination and the listing of BlockchAIn common shares on NYSE American under the ticker symbol "AIB" [1][2]. - The business combination agreement was initially entered into on May 27, 2025, and amended on November 10, 2025, marking a significant milestone for both companies [2]. Strategic Benefits - The combined entity is expected to leverage Signing Day Sports' technology-driven recruitment platform alongside One Blockchain's digital infrastructure, enhancing financial flexibility and technical capabilities [2]. - This merger is anticipated to accelerate innovation, expand market opportunities, and strengthen the competitive position of the combined company, ultimately creating long-term value for shareholders [2].

Financial Performance - For the nine months ended September 30, 2025, the net loss was approximately $2.8 million, compared to a net loss of approximately $5.4 million for the same period in 2024, indicating a reduction in losses by approximately 48.5%[157] - As of September 30, 2025, the accumulated deficit was approximately $28.5 million, up from approximately $25.7 million as of December 31, 2024[157] - Revenues for the three months ended September 30, 2025, were approximately $30,581, a decrease of approximately $24,782 or 44.8% compared to $55,363 in the same period of 2024[165] - Net revenues for the nine months ended September 30, 2025, were approximately $0.246 million, a decrease of $0.249 million or 50.3% compared to $0.495 million in 2024[174] - The net loss from operations improved to approximately $868,561 for the three months ended September 30, 2025, compared to a net loss of approximately $1,437,345 for the same period in 2024, a reduction of approximately 39.6%[165] - Net loss for the nine months ended September 30, 2025, was approximately $2.776 million, a reduction of $2.637 million or 48.7% compared to a net loss of $5.413 million in 2024[173] User Metrics - The total number of users with subscriptions decreased from 1,936 in September 2024 to 1,254 in September 2025, reflecting a decline of approximately 35.2%[168] - The number of users with subscriptions decreased to 4,755 for the nine months ended September 30, 2025, down from 6,762 in 2024, representing a decline of 14.9%[176] Expenses and Cost Management - General and administrative expenses decreased by approximately $576,862 or 39.4%, from approximately $1.464 million in September 2024 to approximately $0.887 million in September 2025[170] - The cost of revenues for the three months ended September 30, 2025, was approximately $8,642, a decrease of approximately $21,617 or 71.4% compared to $30,259 in the same period of 2024[165] - Total operating expenses for the nine months ended September 30, 2025, were approximately $3.506 million, down $1.361 million or 28.0% from $4.867 million in 2024[173] Cash Flow and Financing - Cash and cash equivalents as of September 30, 2025, were $215,539, compared to $1,408 at the end of the previous period[191] - Net cash used in operating activities was approximately $4.150 million for the nine months ended September 30, 2025, compared to $3.489 million in 2024, reflecting an increase in cash outflow[191] - The company is actively seeking funding to pay off existing indebtedness and accounts payable, primarily to avoid loan defaults and bankruptcy[158] - The company is actively seeking additional financing to meet anticipated cash needs until at least September 30, 2026, due to insufficient current cash levels[185] Agreements and Partnerships - The Company has entered into a Purchase Agreement with Helena Global Investment Opportunities 1 Ltd. allowing for the purchase of up to $10,000,000 in common stock[196] - The Business Combination Agreement with BlockchAIn Digital Infrastructure, Inc. involves a merger where the Company will become a wholly owned subsidiary of BlockchAIn[206] - The Company entered into a Sponsorship Agreement with Goat Farm Sports, LLC, granting exclusive National Recruiting Partner rights for events in 2024 and 2025[218][219] Compensation and Employment Agreements - The Company approved cash bonuses totaling $140,000 for the CEO and $50,000 for the CFO, among others, on April 17, 2025[216][217] - The Amended and Restated CEO Employment Agreement reduced the CEO's annual base salary from $425,000 to $200,000 effective March 1, 2024[250] - The Company will pay Damon Rich $120 per hour for up to 160 hours per month under the new Executive Employment Agreement[255] Debt and Credit Facilities - The Company established a $350,000 secured revolving line of credit with Southwest Heritage Bank, maturing on April 6, 2024[272] - The Company entered into a $2,000,000 secured revolving line of credit with SHB, incurring interest at a fixed rate of 7.21% per annum[273] - The Company fully repaid the Second SHB Promissory Note on July 26, 2024, incurring an early withdrawal penalty of $54,747[275] Accounting and Revenue Recognition - Revenue is recognized under ASC Topic 606, focusing on the transfer of control and entitlement to payment[293] - The Company accounts for contract modifications under ASC 606, recognizing revenue prospectively if new performance obligations are created[295] - The Company capitalizes costs related to internally developed software, amortizing these costs over an estimated useful life of five years[290]

Financial Results - Signing Day Sports, Inc. reported selected financial results for the fiscal quarter ended September 30, 2025[5]. - The press release detailing financial results was issued on November 12, 2025[5]. - The company has not yet provided specific numerical data regarding revenue or earnings in the available documents[5]. - The report includes a press release as Exhibit 99.1, which may contain further financial details[8]. Company Classification and Obligations - The company is classified as an emerging growth company under the Securities Act[4]. - The company has not undertaken any obligation to publicly update forward-looking statements except as required by law[7]. Risks and Uncertainties - Forward-looking statements indicate potential risks and uncertainties affecting future performance[7]. Company Information - The company is headquartered in Scottsdale, AZ, with a contact number of (480) 220-6814[3]. - The common stock of Signing Day Sports, Inc. is traded under the symbol SGN on NYSE American LLC[3]. - The company’s IRS Employer Identification Number is 87-2792157[3].

Core Insights - Signing Day Sports, Inc. reported selected financial results for the quarter ended September 30, 2025, highlighting a focus on improving operational efficiency and reducing expenses despite lower revenues compared to the previous year [1][4]. Financial Highlights - Total assets as of September 30, 2025, were approximately $1.0 million, with accounts payable decreasing by 64.9% from December 31, 2024 [3]. - Cash and cash equivalents increased to approximately $216 thousand, up from approximately $181 thousand at the end of 2024 [3]. - Revenue for the quarter totaled approximately $31 thousand, down from $55 thousand in Q3 2024, attributed to lower event fee payments [8]. - Cost of revenues was approximately $9 thousand, a decrease from $30 thousand in the prior-year period, mainly due to reduced product and apparel-related costs [8]. - General and administrative expenses were approximately $887 thousand, down 39% from $1.46 million in Q3 2024, resulting from lower legal fees, stock-based compensation, insurance, and travel expenses [8]. - Net loss for the quarter was approximately $566 thousand, significantly reduced from approximately $1.6 million in the prior year, due to lower costs [8]. Business Update - The CEO expressed confidence in the proposed business combination with One Blockchain LLC, viewing it as a transformational opportunity to enhance the company's technology-driven sports recruitment platform [4]. - The successful launch of basketball recruitment in Q3 and the upcoming national football combine in Q4 are expected to drive growth and innovation [4].

Core Insights - Signing Day Sports, Inc. is expanding its platform to support college basketball recruitment for student-athletes and coaches [1][3] - The company hosted its first basketball combine in collaboration with former NBA player Thurl Bailey, emphasizing youth development and mentorship [2][4] - The initiative aims to provide basketball players with verified exposure and data-driven recruiting tools similar to those offered for football athletes [3][4] Company Overview - Signing Day Sports' mission is to assist student-athletes in achieving their goals of playing college sports through a comprehensive recruitment profile [5] - The app allows athletes to upload video-verified measurables, academic information, and technical skill videos, facilitating evaluation by college coaches [5] Future Plans - The company plans to roll out additional basketball combines and recruitment technology features in the coming months [4]

Core Insights - Signing Day Sports, Inc. is entering a Business Combination Agreement with One Blockchain LLC, which will result in both companies becoming subsidiaries of BlockchAIn Digital Infrastructure, Inc. [2][4] - The combined entity will continue One Blockchain's operations, which include a 40 MW Bitcoin mining facility in South Carolina and plans for a 150 MW facility in Texas by 2027 [2][6] - One Blockchain reported approximately $22.9 million in revenue and $5.7 million in net income for 2024 [2][6] Company Overview - Signing Day Sports aims to assist high school athletes in the recruitment process through its app, which allows athletes to create recruitment profiles with video-verified metrics and academic information [5] - One Blockchain focuses on developing and operating digital infrastructure for Bitcoin mining and high-performance computing [6] Business Combination Details - The closing of the business combination is anticipated in late Q4 2025 or early Q1 2026, contingent upon various conditions including SEC approval and stockholder consent [4] - A registration statement on Form S-4 has been submitted to the SEC, with revisions made in response to SEC comments [3]

[Report Overview](index=1&type=section&id=Report%20Overview) Provides essential identification details for Signing Day Sports, Inc., including its incorporation, stock ticker, and emerging growth company status [Registrant Information](index=1&type=section&id=Registrant%20Information) Identifies Signing Day Sports, Inc. as a Delaware corporation, lists its NYSE American ticker SGN, and confirms emerging growth company status - Company Name: **Signing Day Sports, Inc.**[2](index=2&type=chunk) Company Identification Details | Detail | Information | | :--- | :--- | | **State of Incorporation** | Delaware | | **Commission File Number** | 001-41863 | | **IRS Employer ID No.** | 87-2792157 | | **Stock Ticker** | SGN | | **Exchange** | NYSE American LLC | - The registrant is classified as an **Emerging Growth Company**[4](index=4&type=chunk) [Key Events and Disclosures](index=2&type=section&id=Key%20Events%20and%20Disclosures) Details the announcement of Q2 2025 financial results, includes forward-looking statements, and lists associated exhibits [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) Details the August 12, 2025 press release announcing Q2 2025 financial results and business update, furnished as Exhibit 99.1 - The company issued a press release on **August 12, 2025**, announcing financial results for the quarter ended **June 30, 2025**, and providing a business update[5](index=5&type=chunk) - The press release is furnished as **Exhibit 99.1** to the report[5](index=5&type=chunk) - Information furnished under this item, including Exhibit 99.1, is not deemed "filed" for Section 18 of the Securities Exchange Act of 1934 liability purposes[6](index=6&type=chunk) [Forward-Looking Statements](index=2&type=section&id=Forward-Looking%20Statements) Provides a safe harbor statement for forward-looking information in Exhibit 99.1, noting inherent risks and no obligation to update - The press release (Exhibit 99.1) contains forward-looking statements as defined by Section 27A of the Securities Act and Section 21E of the Exchange Act[7](index=7&type=chunk) - These statements are not guarantees of future performance, with actual results potentially differing materially due to risks and uncertainties[7](index=7&type=chunk) - The company does not undertake any obligation to publicly update forward-looking statements, except as required by law[7](index=7&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) Lists exhibits filed with the Form 8-K, primarily Exhibit 99.1, the August 12, 2025 press release Exhibits Filed | Exhibit No. | Description of Exhibit | | :--- | :--- | | 99.1 | Press Release dated August 12, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [Signatures](index=3&type=section&id=Signatures) Confirms the official signing and authorization of the report by the Chief Executive Officer [Authorization](index=3&type=section&id=Authorization) Confirms the report's authorization and signature by Daniel Nelson, Chief Executive Officer, on August 12, 2025 - The report was signed on behalf of the registrant on **August 12, 2025**[11](index=11&type=chunk)[12](index=12&type=chunk) - The signatory is **Daniel Nelson**, serving as the **Chief Executive Officer**[12](index=12&type=chunk)

Core Viewpoint - Signing Day Sports, Inc. has made significant progress in strengthening its financial position, with a focus on reducing liabilities and improving cash reserves, despite a consistent net loss year-over-year [3][4]. Financial Performance - As of June 30, 2025, total assets were approximately $1.4 million, exceeding total liabilities of approximately $1.1 million [2]. - Accounts payable decreased by 69.8% compared to December 31, 2024, and the company has fully repaid its outstanding loans [2]. - Cash and cash equivalents increased to approximately $657 thousand from approximately $181 thousand at December 31, 2024 [2]. - Revenue for the quarter ended June 30, 2025, was approximately $67 thousand, down from approximately $205 thousand in the same period of 2024, attributed to a decrease in event fee payments [4]. - Cost of revenues was approximately $5 thousand for the quarter, a decrease from approximately $62 thousand in the prior-year period, mainly due to reduced development labor costs [4]. - General and administrative expenses rose to approximately $1.6 million for the quarter, compared to approximately $1.3 million in the second quarter of 2024, driven by increased non-legal professional fees and salaries [5]. - The net loss for the quarter was $1.4 million, slightly higher than the net loss of approximately $1.3 million for the same period in 2024 [5]. Business Strategy - The company's primary goal for 2025 was to strengthen its financial foundation by reducing accounts payable and preserving cash, which has been successfully achieved [3]. - Streamlined operations and disciplined cost management are central to the company's strategy as it aims to improve long-term financial performance [3]. Company Overview - Signing Day Sports, Inc. focuses on aiding high school athletes in the recruitment process through its app, which allows athletes to create recruitment profiles with essential information for college coaches [7].

PART I FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited financial statements for June 30, 2025, and December 31, 2024, covering balance sheets, operations, equity, and cash flows, with detailed accounting notes [Unaudited Balance Sheets](index=5&type=section&id=Unaudited%20Balance%20Sheets) Presents the company's financial position, including assets, liabilities, and equity, as of June 30, 2025, and December 31, 2024 | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------- | :-------------- | :------------------ | | Cash and cash equivalents | $656,707 | $181,271 | | Accounts receivable | $23,217 | $75,168 | | Total current assets | $729,924 | $279,993 | | Total assets | $1,424,870 | $1,114,683 | | Accounts payable | $679,508 | $2,251,307 | | Total current liabilities | $1,055,717 | $3,265,680 | | Total liabilities | $1,063,759 | $3,320,557 | | Total stockholders' equity (deficit) | $361,111 | $(2,205,874) | [Unaudited Statements of Operations](index=6&type=section&id=Unaudited%20Statements%20of%20Operations) Details the company's revenues, costs, and net loss for the three and six months ended June 30, 2025, and 2024 Statements of Operations (Three Months Ended June 30) | Metric | 2025 | 2024 | | :-------------------------- | :------------ | :------------ | | Revenues, net | $66,806 | $204,962 | | Cost of revenues | $5,358 | $62,160 | | Gross profit | $61,448 | $142,802 | | Total operating expenses | $1,644,885 | $1,268,836 | | Net loss | $(1,366,684) | $(1,312,842) | | Net loss per common share | $(0.39) | $(4.25) | Statements of Operations (Six Months Ended June 30) | Metric | 2025 | 2024 | | :-------------------------- | :------------ | :------------ | | Revenues, net | $215,164 | $439,589 | | Cost of revenues | $19,659 | $131,194 | | Gross profit | $195,505 | $308,395 | | Total operating expenses | $2,615,290 | $3,404,530 | | Net loss | $(2,209,678) | $(3,810,727) | | Net loss per common share | $(0.84) | $(12.59) | [Unaudited Statements of Stockholders' Equity (Deficit)](index=7&type=section&id=Unaudited%20Statements%20of%20Stockholders'%20Equity%20(Deficit)) Outlines changes in stockholders' equity or deficit, including net loss and capital transactions, for the six months ended June 30, 2025 Changes in Stockholders' Equity (Deficit) for Six Months Ended June 30, 2025 | Metric | Amount ($) | | :-------------------------- | :--------- | | Balance at December 31, 2024 | (2,205,874) | | ATM Agreement Issuance | 4,591,848 | | FirstFire Warrants Exercised | 47,734 | | Stock-based compensation expense | 137,081 | | Net loss | (2,209,678) | | Balance at June 30, 2025 | 361,111 | [Unaudited Statements of Cash Flows](index=9&type=section&id=Unaudited%20Statements%20of%20Cash%20Flows) Summarizes cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2025, and 2024 Cash Flows (Six Months Ended June 30) | Activity | 2025 | 2024 | | :-------------------------- | :------------ | :------------ | | Net cash used in operating activities | $(3,708,690) | $(2,973,530) | | Net cash used in investing activities | $0 | $(6,972) | | Net cash provided by financing activities | $4,184,126 | $1,892,915 | | Net increase (decrease) in cash and cash equivalents | $475,436 | $(1,087,587) | | Cash and cash equivalents, end of period | $656,707 | $35,943 | [Notes to Unaudited Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Financial%20Statements) Provides critical context to financial statements, detailing business activities, accounting policies, going concern status, debt, and subsequent events - The company's financial statements are prepared on a going concern basis, but **significant losses**, **negative cash flows** from operations, and an **accumulated deficit** raise **substantial doubt** about its ability to continue as a going concern[30](index=30&type=chunk)[32](index=32&type=chunk) - Management is actively seeking additional debt and equity financing[32](index=32&type=chunk) Revenue Disaggregation (Three Months Ended June 30) | Revenue Type | 2025 | 2024 | | :------------- | :-------- | :-------- | | Over time | $66,806 | $5,525 | | At a point in time | $0 | $199,437 | | Total Revenue | $66,806 | $204,962 | Revenue Disaggregation (Six Months Ended June 30) | Revenue Type | 2025 | 2024 | | :------------- | :-------- | :-------- | | Over time | $215,164 | $9,755 | | At a point in time | $0 | $429,834 | | Total Revenue | $215,164 | $439,589 | - The company terminated a Stock Purchase Agreement with Dear Cashmere Group Holding Company (DRCR) on **March 4, 2025**, due to the inability to satisfy the **Nasdaq Listing Requirement**[215](index=215&type=chunk)[218](index=218&type=chunk)[222](index=222&type=chunk) - On **May 27, 2025**, the Company entered into a **Business Combination Agreement** with BlockchAIn Digital Infrastructure, Inc. for a **reverse merger**, where Signing Day Sports will become a wholly-owned subsidiary of Holdings[132](index=132&type=chunk)[133](index=133&type=chunk) - Existing shares will convert into Holdings Shares, and outstanding options/warrants will be assumed[133](index=133&type=chunk) - On **July 21, 2025**, the Company entered into a Purchase Agreement with Helena Global Investment Opportunities 1 Ltd., granting the right to direct Helena to purchase up to **$10 million** in common stock[138](index=138&type=chunk) - The company **fully repaid several promissory notes**, including Daniel Nelson Promissory Notes (April 2024, September 2024, September 2023), the October 2024 Note, and the Second CBAZ Promissory Note, during the six months ended June 30, 2025, or shortly thereafter[89](index=89&type=chunk)[105](index=105&type=chunk)[252](index=252&type=chunk)[256](index=256&type=chunk)[258](index=258&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's perspective on financial performance, condition, liquidity, capital resources, critical accounting estimates, and recent corporate developments - The company operates a **digital ecosystem**, Signing Day Sports, to connect high school athletes with college coaches for recruitment, supporting football, baseball, softball, and men's and women's soccer[149](index=149&type=chunk) - The company has incurred **recurring losses** and **negative cash flows**, with a **net loss of approximately $2.2 million** and **net cash used in operating activities of $3.7 million** for the six months ended June 30, 2025, leading to **substantial doubt** about its ability to continue as a going concern[152](index=152&type=chunk)[183](index=183&type=chunk) [Overview](index=33&type=section&id=Overview) Introduces Signing Day Sports as a technology company connecting high school athletes with college coaches, highlighting its platform and financial status - Signing Day Sports is a technology company providing a digital ecosystem for high school athletes to be discovered and recruited by college coaches, supporting multiple sports and aiming to expand[149](index=149&type=chunk) - For the first six months of 2025, **3,501** aspiring high school athletes and groups subscribed to the platform, which has been utilized by NCAA Division I, II, III, and NAIA colleges[150](index=150&type=chunk) - The company has a significant accumulated deficit of approximately **$27.9 million** as of June 30, 2025, and is actively seeking funds to address existing indebtedness and avoid financial distress[152](index=152&type=chunk)[153](index=153&type=chunk) [Emerging Growth Company and Smaller Reporting Company](index=35&type=section&id=Emerging%20Growth%20Company%20and%20Smaller%20Reporting%20Company) Explains the company's status as an emerging growth and smaller reporting company, allowing exemptions from certain disclosure requirements - The company qualifies as an 'emerging growth company' and 'smaller reporting company,' allowing it to rely on exemptions from certain disclosure requirements, including delayed adoption of new accounting standards[154](index=154&type=chunk)[156](index=156&type=chunk) [Principal Factors Affecting Our Financial Performance](index=36&type=section&id=Principal%20Factors%20Affecting%20Our%20Financial%20Performance) Identifies key internal and external factors influencing the company's financial performance and operational success - Key factors influencing financial performance include the ability to obtain sufficient funding, acquire and retain customers, offer competitive pricing, broaden product offerings, leverage technology, attract and retain talent, and adapt to industry demand and market conditions[160](index=160&type=chunk) [Results of Operations](index=36&type=section&id=Results%20of%20Operations) Analyzes the company's financial performance, noting significant decreases in net revenues and gross profit, and mixed trends in operating expenses for the periods ended June 30, 2025 [Comparison of Three Months Ended June 30, 2025 and 2024](index=36&type=section&id=Comparison%20of%20Three%20Months%20Ended%20June%2030%2C%202025%20and%202024) Compares financial results for the three months ended June 30, 2025, and 2024, highlighting changes in revenue, costs, and expenses Financial Performance (Three Months Ended June 30) | Metric | 2025 | 2024 | $ Change | % Change | | :-------------------------- | :------------ | :------------ | :------------ | :------- | | Revenues, net | $66,806 | $204,962 | $(138,156) | -67.4% | | Cost of revenues | $5,358 | $62,160 | $(56,802) | -91.4% | | Gross profit | $61,448 | $142,802 | $(81,354) | -57.0% | | Total operating expenses | $1,644,885 | $1,268,836 | $376,049 | 29.6% | | Net loss | $(1,366,684) | $(1,312,842) | $(53,842) | 4.1% | - Revenue decreased by **67.4%** primarily due to a decrease in event fee payments[159](index=159&type=chunk) - Cost of revenues decreased by **91.4%** due to lower development labor costs[163](index=163&type=chunk) - General and administrative expenses increased by **29.7%** due to higher non-legal professional fees and salaries, partially offset by reduced legal expenses[164](index=164&type=chunk) Users with Subscriptions (Three Months Ended June 30) | Subscription Type | 2025 | 2024 | | :---------------- | :---- | :---- | | Monthly | 1,717 | 2,653 | | Annual | 13 | 26 | | Total | 1,730 | 2,679 | [Comparison of Six Months Ended June 30, 2025 and 2024](index=38&type=section&id=Comparison%20of%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) Compares financial results for the six months ended June 30, 2025, and 2024, detailing changes in revenue, costs, and operating expenses Financial Performance (Six Months Ended June 30) | Metric | 2025 | 2024 | $ Change | % Change | | :-------------------------- | :------------ | :------------ | :------------ | :------- | | Revenues, net | $215,164 | $439,589 | $(224,425) | -51.1% | | Cost of revenues | $19,659 | $131,194 | $(111,535) | -85.0% | | Gross profit | $195,505 | $308,395 | $(112,890) | -36.6% | | Total operating expenses | $2,615,290 | $3,404,530 | $(789,240) | -23.2% | | Net loss | $(2,209,678) | $(3,810,727) | $1,601,049 | -42.0% | - Revenue decreased by **51.1%** due to a decline in event fee payments and subscription revenue[170](index=170&type=chunk) - Cost of revenues decreased by **85.0%** primarily from reduced development labor costs[173](index=173&type=chunk) - Advertising and marketing expenses decreased by **98.8%** due to a shift to more cost-effective social media campaigns[174](index=174&type=chunk) - General and administrative expenses decreased by **21.0%** due to lower event/travel, legal, insurance, stock-based compensation, salaries, and recruiting expenses, partially offset by increased non-legal professional fees[175](index=175&type=chunk) Users with Subscriptions (Six Months Ended June 30) | Subscription Type | 2025 | 2024 | | :---------------- | :---- | :---- | | Monthly | 3,477 | 4,780 | | Annual | 24 | 46 | | Total | 3,501 | 4,826 | [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) Examines the company's liquidity, cash levels, and capital needs, addressing the going concern status and ongoing efforts to secure additional financing - As of June 30, 2025, the company had **$656,707** in cash and cash equivalents and total current liabilities of **$1,055,717**, indicating a need for additional financing[181](index=181&type=chunk)[182](index=182&type=chunk) [Going Concern](index=40&type=section&id=Going%20Concern) Discusses management's assessment of the company's ability to continue operations given recurring losses and negative cash flows - Management believes there is **substantial doubt** about the company's ability to continue as a going concern due to recurring losses, negative working capital, and cash outflows from operations[183](index=183&type=chunk) - The company is actively seeking funds to pay off existing debt and accounts payable, aiming to fund operations and growth until June 30, 2026, and beyond, but there is no assurance of success[184](index=184&type=chunk) [Summary of Cash Flow](index=41&type=section&id=Summary%20of%20Cash%20Flow) Provides a summary of cash flow activities, including operating, investing, and financing, for the six months ended June 30, 2025, and 2024 Net Cash Flow (Six Months Ended June 30) | Activity | 2025 | 2024 | | :-------------------------- | :------------ | :------------ | | Net cash used in operating activities | $(3,708,690) | $(2,973,530) | | Net cash used in investing activities | $0 | $(6,972) | | Net cash provided by financing activities | $4,184,126 | $1,892,915 | | Net change in cash and cash equivalents | $475,436 | $(1,087,587) | | Cash and cash equivalents, end of period | $656,707 | $35,943 | - Net cash used in operating activities **increased by approximately $0.74 million**, primarily due to a decrease in accounts payable liabilities, partially offset by a reduced net loss[188](index=188&type=chunk) - Net cash provided by financing activities **increased by approximately $2.29 million**, driven by proceeds from common stock issuance and warrant exercises, and the non-recurrence of revolving line of credit proceeds from the prior year[190](index=190&type=chunk) [Contractual Obligations](index=43&type=section&id=Contractual%20Obligations) Details the company's future financial commitments, including operating lease obligations, as of June 30, 2025 Future Contractual Financial Obligations (as of June 30, 2025) | Obligation | Total | Short-Term | Long-Term | | :-------------------- | :-------- | :--------- | :-------- | | Operating lease obligations | $100,446 | $92,404 | $8,042 | | Loans payable | $0 | $0 | $0 | | Total contractual obligations | $100,446 | $92,404 | $8,042 | [Business Combination Agreement](index=43&type=section&id=Business%20Combination%20Agreement) Outlines the reverse merger agreement with BlockchAIn Digital Infrastructure, Inc., and its key terms and closing conditions - On May 27, 2025, the company entered into a Business Combination Agreement with BlockchAIn Digital Infrastructure, Inc. for a reverse merger, where Signing Day Sports will become a wholly-owned subsidiary of Holdings[192](index=192&type=chunk)[193](index=193&type=chunk) - The agreement includes the issuance of Earnout Shares to One Blockchain members if Holdings' net income plus interest, taxes, depreciation, and amortization for FY2026 equals or exceeds **$25 million**[194](index=194&type=chunk) - Closing conditions include stockholder approval, SEC effectiveness of the Form S-4 Registration Statement, NYSE American listing approval for Holdings Shares, and termination of employment agreements for key executives[196](index=196&type=chunk) [Director Compensation](index=45&type=section&id=Director%20Compensation) Reports on cash bonuses approved for the company's directors on April 17, 2025 - On **April 17, 2025**, the board approved cash bonuses for directors: Peter Borish (**$45,000**), Greg Economou (**$22,500**), and Roger Mason (**$22,500**)[201](index=201&type=chunk) [Executive Compensation](index=45&type=section&id=Executive%20Compensation) Details discretionary cash bonuses approved for key executives on April 17, 2025 - On **April 17, 2025**, discretionary cash bonuses were approved for executives: Daniel Nelson (CEO, **$140,000**), Damon Rich (CFO, **$50,000**), Jeffry Hecklinski (President, **$95,000**), and Craig Smith (COO, **$105,000**)[202](index=202&type=chunk) [Sponsorship Agreement](index=46&type=section&id=Sponsorship%20Agreement) Describes the amended sponsorship agreement with Goat Farm Sports, outlining exclusive partnership terms and financial commitments - The Amended and Restated Sponsorship Agreement with Goat Farm Sports (GFS) designates the company as the exclusive National Recruiting Partner for Bowl Events in 2024 and 2025[204](index=204&type=chunk) - The company will provide athlete testing at the National Combine, receive a **$60** stipend per athlete, and engage in a **50/50** revenue-sharing arrangement for co-branded consumer products[207](index=207&type=chunk) - Payments to GFS total **$300,000**, with **$150,000** already paid, **$50,000** due by September 1, 2025, and **$100,000** due by December 21, 2025, subject to reduction by earned but unpaid athlete stipends[208](index=208&type=chunk) [Stock Purchase Agreement with Dear Cashmere Group Holding Company; Termination](index=47&type=section&id=Stock%20Purchase%20Agreement%20with%20Dear%20Cashmere%20Group%20Holding%20Company%3B%20Termination) Reports the termination of the Stock Purchase Agreement with DRCR due to unmet Nasdaq Listing Requirements - On **March 4, 2025**, the company terminated the Stock Purchase Agreement with DRCR and its sellers, citing the inability to satisfy the **Nasdaq Listing Requirement** within the foreseeable future[222](index=222&type=chunk) [Termination Agreement with Boustead Securities, LLC](index=49&type=section&id=Termination%20Agreement%20with%20Boustead%20Securities%2C%20LLC) Details the termination of the engagement letter with Boustead Securities, LLC, and the associated settlement terms - On September 18, 2024, the company entered into a Termination Agreement with Boustead Securities, LLC, ending their engagement letter and right of first refusal in exchange for the issuance of Termination Shares[223](index=223&type=chunk)[224](index=224&type=chunk) - The company issued **62,500** Initial Termination Shares to Boustead on **October 17, 2024**, and made a cash payment of **$168,467.43** on **February 6, 2025**, as per the agreement[231](index=231&type=chunk)[232](index=232&type=chunk) [Management Employment Agreements](index=51&type=section&id=Management%20Employment%20Agreements) Outlines amendments to executive employment agreements, including severance provisions and salary adjustments - Amendments to employment agreements for Daniel Nelson (CEO), Jeffry Hecklinski (President), and Craig Smith (COO) were made on July 9, 2024, revising severance provisions, particularly in the event of a Change of Control[237](index=237&type=chunk)[240](index=240&type=chunk)[242](index=242&type=chunk) - Daniel Nelson's annual base salary was **reduced from $425,000 to $200,000** effective March 1, 2024[234](index=234&type=chunk) [Management Indemnification Agreements and Insurance](index=52&type=section&id=Management%20Indemnification%20Agreements%20and%20Insurance) Describes indemnification agreements with directors and officers, along with the company's directors and officers liability insurance coverage - The company has indemnification agreements with each director and executive officer, providing for indemnification to the fullest extent permitted by law for expenses, judgments, penalties, and fines incurred in legal proceedings[243](index=243&type=chunk) - The company maintains standard directors and officers liability insurance to cover directors and officers against losses from claims and to reimburse the company for indemnification payments[245](index=245&type=chunk) [Debt](index=54&type=section&id=Debt) Details the repayment of various promissory notes and the remaining accrued interest as of June 30, 2025 - The company made **full payments** on several promissory notes: October 2024 Note (**$171,310** on **March 4, 2025**), September 2024 Note (**$197,745** on **January 8, 2025**), April 2024 Note (**$239,662** on **January 10 and 13, 2025**), and September 2023 Loan (**$3,530** on **March 7, 2025**)[247](index=247&type=chunk)[249](index=249&type=chunk)[252](index=252&type=chunk)[258](index=258&type=chunk) - The Second CBAZ Promissory Note was **fully repaid on July 26, 2024**, leading to the closure of the underlying certificate of deposit account and termination of related agreements[256](index=256&type=chunk) - As of June 30, 2025, **$101,468** of accrued interest remained due under the **8%** nonconvertible unsecured promissory notes, which had their principal repaid upon the company's IPO[257](index=257&type=chunk) [Leases](index=56&type=section&id=Leases) Describes the company's corporate office lease agreement, including its term and extension options - The company leases its corporate offices under an Office Lease extended for a 39-month term from May 4, 2023, to August 3, 2026, with escalating monthly rent and an option to extend for an additional three years[259](index=259&type=chunk) [At The Market Offering Agreement](index=57&type=section&id=At%20The%20Market%20Offering%20Agreement) Reports on shares sold and proceeds generated under the ATM Agreement with H.C. Wainwright & Co., LLC - Under the ATM Agreement with H.C. Wainwright & Co., LLC, the company sold **1,909,205 shares** during the three months ended June 30, 2025, generating gross proceeds of **$2,102,516** and net proceeds of **$2,032,159**[266](index=266&type=chunk) - As of June 30, 2025, **$8,719** of the maximum aggregate offering amount of **$5,072,010** under the ATM Agreement had not been sold[266](index=266&type=chunk) [Critical Accounting Estimates](index=57&type=section&id=Critical%20Accounting%20Estimates) Outlines critical accounting policies requiring significant management judgment, including income taxes, software development, revenue recognition, fair value, and stock-based compensation [Income Taxes](index=58&type=section&id=Income%20Taxes) Discusses the company's income tax accounting, including valuation allowances and net operating loss carryforwards - The company maintains a valuation allowance against most of its net deferred tax assets due to uncertainty of realization, given its operating loss history[114](index=114&type=chunk) - As of June 30, 2025, the company had approximately **$20.05 million** in federal net operating loss carryforwards and **$59,000** in federal and state research and development credits[115](index=115&type=chunk) [Internally Developed Software](index=58&type=section&id=Internally%20Developed%20Software) Explains the accounting treatment for internally developed software costs, including capitalization and amortization policies - Costs incurred during the application development stage for software are capitalized and amortized over an estimated useful life of five years, while maintenance costs are expensed[271](index=271&type=chunk)[273](index=273&type=chunk) - The company's platform remained in the application development stage for soccer, baseball, softball recruitment, and additional feature enhancements for football recruitment during the three and six months ended June 30, 2025 and 2024[273](index=273&type=chunk) [Revenue Recognition](index=59&type=section&id=Revenue%20Recognition) Details the company's revenue recognition policies under ASC 606, distinguishing between point-in-time and over-time performance obligations - Revenue is recognized following a five-step model under ASC 606, distinguishing between performance obligations satisfied at a point in time (one-month subscriptions) and over time (multi-month subscription agreements)[274](index=274&type=chunk)[275](index=275&type=chunk) [Fair Value Measurements](index=59&type=section&id=Fair%20Value%20Measurements) Describes the company's approach to fair value measurements, utilizing a hierarchy for financial asset and liability valuations - The company uses a fair value hierarchy (Level 1, 2, 3) to categorize inputs for financial asset and liability valuations, with short-term instruments approximating their carrying values[277](index=277&type=chunk)[281](index=281&type=chunk) [Stock-Based Compensation](index=61&type=section&id=Stock-Based%20Compensation) Explains the methodology for measuring stock-based compensation expense, including the Black-Scholes model and key assumptions - Stock-based compensation expense is measured at the grant date fair value using the Black-Scholes option-pricing model, considering expected term, volatility, risk-free interest rate, and a zero dividend yield[284](index=284&type=chunk)[285](index=285&type=chunk)[288](index=288&type=chunk) - Volatility is derived from historical volatilities of peer companies and the company's own trading history post-listing, while the fair value of common stock is based on daily closing prices after November 14, 2023[287](index=287&type=chunk)[289](index=289&type=chunk) [Recent Accounting Pronouncements](index=62&type=section&id=Recent%20Accounting%20Pronouncements) Identifies recently issued accounting pronouncements and the company's evaluation of their potential impact - The company is evaluating the impact of recently issued accounting pronouncements, including ASU 2023-09 (Income Tax Disclosures), ASU 2024-02 (Codification Improvements), and ASU 2024-03 (Expense Disaggregation Disclosures), and plans to adopt them as applicable[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=62&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) States that no quantitative or qualitative disclosures about market risk are applicable for the reported period [Item 4. Controls and Procedures](index=62&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective due to material weaknesses, with ongoing remediation efforts including external consultants and policy development [Evaluation of Disclosure Controls and Procedures](index=62&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Presents management's conclusion on the effectiveness of disclosure controls and procedures, identifying material weaknesses - Management concluded that disclosure controls and procedures were not effective at a reasonable assurance level as of June 30, 2025[293](index=293&type=chunk) - Material weaknesses identified include insufficient resources for adequate supervision and segregation of duties, and the absence of a comprehensive, formalized accounting and financial reporting policies and procedures manual[297](index=297&type=chunk) [Changes in Internal Control over Financial Reporting](index=62&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) Outlines remediation actions taken to address identified material weaknesses in internal control over financial reporting - Remediation actions include engaging qualified external consultants to assist with financial reporting processes and review controls, and initiating the development of a comprehensive accounting and financial reporting policies and procedures manual[297](index=297&type=chunk) - These material weaknesses will not be considered fully remediated until controls operate effectively for a sufficient period and are tested as effective[294](index=294&type=chunk) [Inherent Limitation on the Effectiveness of Internal Control](index=62&type=section&id=Inherent%20Limitation%20on%20the%20Effectiveness%20of%20Internal%20Control) Acknowledges the inherent limitations of any internal control system, providing only reasonable assurance of effectiveness - The effectiveness of any internal control system is subject to inherent limitations, including judgment in design and operation, and the inability to eliminate misconduct completely, providing only reasonable, not absolute, assurances[296](index=296&type=chunk) PART II OTHER INFORMATION [Item 1. Legal Proceedings](index=64&type=section&id=Item%201.%20Legal%20Proceedings) Reports no material pending legal proceedings or significant developments for the three months ended June 30, 2025 - No material pending legal proceedings or material developments in pending legal proceedings were reported for the three months ended June 30, 2025[300](index=300&type=chunk) [Item 1A. Risk Factors](index=64&type=section&id=Item%201A.%20Risk%20Factors) States no material changes to risk factors previously disclosed in the company's 2024 Annual Report - There are no material changes from the risk factors previously disclosed in Item 1A 'Risk Factors' of the 2024 Annual Report[301](index=301&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=64&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Reports no unregistered sales of equity securities or common stock repurchases during the three months ended June 30, 2025 - No unregistered sales of equity securities occurred during the three months ended June 30, 2025[302](index=302&type=chunk) - No repurchases of common stock were made during the three months ended June 30, 2025[303](index=303&type=chunk) [Item 3. Defaults Upon Senior Securities](index=64&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Confirms no defaults upon senior securities occurred during the reporting period - There were no defaults upon senior securities during the reporting period[304](index=304&type=chunk) [Item 4. Mine Safety Disclosures](index=64&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) States that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable to the company[305](index=305&type=chunk) [Item 5. Other Information](index=64&type=section&id=Item%205.%20Other%20Information) Reports no adoption or termination of Rule 10b5-1 trading plans by directors or officers during the fiscal quarter - No directors or officers adopted or terminated a Rule 10b5-1 trading plan or arrangement, or a non-Rule 10b5-1 trading plan or arrangement, during the fiscal quarter ended June 30, 2025[306](index=306&type=chunk) [Item 6. Exhibits](index=65&type=section&id=Item%206.%20Exhibits) Lists all exhibits filed with the Form 10-Q, including the Business Combination Agreement and corporate governance documents - Key exhibits include the Business Combination Agreement (Exhibit 2.1), Second Amended and Restated Certificate of Incorporation (Exhibit 3.1), and Certifications of Principal Executive and Financial Officers (Exhibits 31.1, 31.2, 32.1, 32.2)[307](index=307&type=chunk) [Signatures](index=66&type=section&id=Signatures) Contains required signatures of the CEO and CFO, certifying the accuracy and completeness of the quarterly report - The report is signed by Daniel Nelson, Chief Executive Officer, and Damon Rich, Chief Financial Officer, on August 12, 2025[311](index=311&type=chunk)