Core Points - Scorpio Gold Corporation has agreed to sell its Mineral Ridge project for a total cash price of US$7.5 million, which includes a non-refundable deposit of US$700,000 and additional payments upon closing [1][2][3] - The transaction is expected to close by August 25, 2025, and will allow Scorpio Gold to focus on its Manhattan District project, which is believed to have significant resource potential [2][3][4] Financial Details - The total cash purchase price for the Mineral Ridge project is US$7,500,000, with US$4,300,000 due at closing and US$1,500,000 held in escrow for indemnification [2] - An additional US$1,000,000 will be paid on the 12-month anniversary of the closing date [2] Strategic Implications - The divestment of the Mineral Ridge project will eliminate significant annual carrying costs for the company, allowing it to allocate resources towards the Manhattan District project [3][4] - The incoming funds from the transaction will be used to expand resource estimates, test property-scale targets, and conduct de-risking work [4] Regulatory Aspects - The completion of the transaction is subject to customary closing conditions, including regulatory approvals from the TSX Venture Exchange [5] - The transaction is classified as an Arm's Length Transaction under TSXV policies and will be considered a "Reviewable Transaction" [5]

Company Overview - Signing Day Sports, Inc. is focused on enhancing the recruiting process for high school athletes and college coaches through its app and platform [1][3] - The company has entered into a Business Combination Agreement with BlockchAIn Digital Infrastructure, Inc. and One Blockchain LLC, which specializes in digital infrastructure for Bitcoin mining and high-performance computing [2] Financial Performance - One Blockchain's data center in South Carolina generated approximately $26.8 million in revenue and about $5.7 million in net income in 2024 [4] Business Combination Details - The proposed business combination is subject to conditions including stockholder approval and NYSE American listing approval for BlockchAIn's registered common shares [2] - A draft registration statement on Form S-4 has been submitted to the SEC for the business combination [1][5] Future Steps - BlockchAIn plans to file relevant materials with the SEC, including a proxy statement and prospectus for the registration of shares [5] - Investors are encouraged to read the forthcoming proxy statement/prospectus for important information regarding the business combination [5]

Group 1 - Class Action Attorney Juan Monteverde's firm, Monteverde & Associates PC, has recovered millions for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report [1] - The firm is investigating Signing Day Sports, Inc. (NYSE: SGN) in relation to its merger with One Blockchain LLC, with Signing Day shareholders expected to own approximately 8.5% of the combined company post-transaction [1] Group 2 - Monteverde & Associates PC is a national class action securities firm with a successful track record in trial and appellate courts, including the U.S. Supreme Court [2] - The firm operates from the Empire State Building in New York City [2]

Core Viewpoint - The proposed business combination between Signing Day Sports and One Blockchain aims to create a public company focused on crypto mining, artificial intelligence (AI), and high-performance computing (HPC) data hosting markets, with significant revenue and growth potential [1][4][6]. Company Overview - Signing Day Sports is a developer of an app designed to assist high school athletes in the recruitment process [2][17]. - One Blockchain operates BlockchAIn Digital Infrastructure, which generated audited revenue of approximately $26.8 million and net income of approximately $5.7 million in 2024 [3][8]. Transaction Details - The transaction will be structured as a holding company, with Signing Day Sports and One Blockchain becoming subsidiaries of BlockchAIn Digital Infrastructure, Inc. (PubCo) [2][9]. - No cash payment will be required from Signing Day Sports to One Blockchain or its securityholders [2]. - The total consideration for One Blockchain's securityholders will be approximately $215 million in PubCo common shares, with an implied diluted value per share of $5.12 [9]. Financial Projections and Earnout - An earnout provision is included, where additional shares will be issued if PubCo achieves or exceeds EBITDA of $25 million for the fiscal year ending December 31, 2026 [10]. - Upon closing, Signing Day Sports shareholders will receive approximately 8.5% of the combined company's outstanding common stock, while One Blockchain's securityholders will receive approximately 91.5% [9]. Market Position and Growth Strategy - The digital infrastructure market, including crypto mining, HPC, and AI-related computing, is rapidly evolving, with increasing demand for energy-efficient processing power [4]. - BlockchAIn Digital Infrastructure plans to expand its operations, including a 40 MW crypto mining facility in South Carolina and a new 150 MW facility in Texas, to support growing demand for hosting services [5][8]. Leadership Statements - The CEOs of both companies expressed optimism about the transaction, highlighting the potential for substantial value creation and the strategic positioning of the combined company to capitalize on the fast-growing HPC hosting market [7][8].

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents unaudited consolidated financial statements for Q1 2025, showing a reduced net loss but a continued stockholders' deficit and a significant 'going concern' issue [Balance Sheets](index=5&type=section&id=Balance%20Sheets) As of March 31, 2025, total assets increased while liabilities decreased, resulting in a reduced but still present stockholders' deficit Balance Sheet Summary (Unaudited) | Balance Sheet Items | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$1,398,522** | **$1,114,683** | | Cash and cash equivalents | $487,384 | $181,271 | | **Total Liabilities** | **$1,910,324** | **$3,320,557** | | Total current liabilities | $1,878,529 | $3,265,680 | | Loans payable | $0 | $431,030 | | **Total stockholders' equity (deficit)** | **($511,802)** | **($2,205,874)** | [Statements of Operations](index=6&type=section&id=Statements%20of%20Operations) For Q1 2025, the company reported a significantly improved net loss of $843 thousand despite a 36.8% decrease in revenue, driven by lower operating expenses Statement of Operations Summary (Unaudited) | Metric | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Revenues, net | $148,358 | $234,627 | | Gross profit | $134,057 | $165,593 | | Total operating expenses | $970,405 | $2,135,694 | | Net loss from operations | ($836,348) | ($1,970,101) | | **Net loss** | **($842,994)** | **($2,497,886)** | | Net loss per share - basic | ($0.45) | ($7.79) | [Statements of Cash Flows](index=8&type=section&id=Statements%20of%20Cash%20Flows) In Q1 2025, cash from financing activities offset cash used in operations, resulting in a net increase in cash to $487 thousand Cash Flow Summary (Unaudited) | Cash Flow Activity | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($1,775,497) | ($1,847,276) | | Net cash used in investing activities | $0 | ($32,349) | | Net cash provided by financing activities | $2,081,610 | $1,015,861 | | **Net increase (decrease) in cash** | **$306,113** | **($863,764)** | - Financing activities in Q1 2025 were primarily driven by **$2.49 million in proceeds from the ATM agreement**, offset by **$0.43 million in debt repayments**[20](index=20&type=chunk) [Notes to Financial Statements](index=9&type=section&id=Notes%20to%20Financial%20Statements) The notes disclose a 'going concern' warning, revenue concentration, debt repayments, and a significant subsequent event involving a potential acquisition - The company's financial statements are prepared on a going concern basis, but recurring net losses and an accumulated deficit raise **substantial doubt about its ability to continue**[29](index=29&type=chunk) - In Q1 2025, revenue was concentrated with sales through **Apple (26% of total revenue)** and **Shopify (74% of total revenue)**[83](index=83&type=chunk)[84](index=84&type=chunk) - During Q1 2025, the company **fully repaid several promissory notes**, including the 2024 Daniel Nelson Promissory Notes ($437,406) and the DRCR Convertible Promissory Note ($171,310)[97](index=97&type=chunk)[259](index=259&type=chunk)[269](index=269&type=chunk) - On April 14, 2025, the company signed a non-binding letter of intent (LOI) to acquire 100% of **blockchAIn Digital Infrastructure** in an all-equity transaction[173](index=173&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a Q1 revenue decrease but a significant net loss reduction, while reiterating the 'going concern' issue and key corporate developments [Results of Operations](index=42&type=section&id=Results%20of%20Operations) Comparing Q1 2025 to Q1 2024, a 36.8% revenue drop was offset by a 54.6% reduction in operating expenses, significantly improving the net loss Comparison of Three Months Ended March 31, 2025 and 2024 | Metric | 2025 | 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenues, net | $148,358 | $234,627 | ($86,269) | (36.8)% | | Gross profit | $134,057 | $165,593 | ($31,536) | (19.0)% | | Advertising and marketing | $536 | $92,725 | ($92,189) | (99.4)% | | General and administrative | $969,869 | $2,042,969 | ($1,073,100) | (52.5)% | | Net loss | ($842,994) | ($2,497,886) | $1,654,892 | (66.3)% | - The number of users with subscriptions **decreased from 2,157 in Q1 2024 to 1,771 in Q1 2025**[199](index=199&type=chunk) [Liquidity and Capital Resources](index=43&type=section&id=Liquidity%20and%20Capital%20Resources) The company's critical financial condition, with low cash relative to current liabilities, reinforces the 'going concern' issue despite raising funds via an ATM offering - The company had **cash of $487,384** and **current liabilities of $1,878,529** as of March 31, 2025[208](index=208&type=chunk) - During Q1 2025, the company sold 1,060,698 shares through its ATM Agreement for **net proceeds of $2,406,650**[148](index=148&type=chunk)[278](index=278&type=chunk) - The company's auditor has expressed **substantial doubt about its ability to continue as a going concern** due to recurring losses and negative working capital[210](index=210&type=chunk) - On March 4, 2025, the company **terminated the Stock Purchase Agreement with Dear Cashmere Group Holding Company (DRCR)** because the parties were unable to satisfy the Nasdaq listing requirement[234](index=234&type=chunk) [Critical Accounting Estimates](index=59&type=section&id=Critical%20Accounting%20Estimates) Management identifies key accounting policies requiring significant judgment, including income taxes, software capitalization, revenue recognition, and fair value measurements - Key accounting estimates involve **income taxes, capitalization of internally developed software, revenue recognition, fair value of warrant liabilities, and stock-based compensation**[284](index=284&type=chunk) - The company maintains a **full valuation allowance against its net deferred tax assets** due to its history of operating losses[284](index=284&type=chunk) - For stock options granted before its IPO, the company used a **PWERM model** to determine fair value; post-IPO, it uses the **closing stock price**[307](index=307&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=63&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not applicable as the company, a smaller reporting entity, lacks significant exposure to market risks - This section is **not applicable** to the company[312](index=312&type=chunk) [Item 4. Controls and Procedures](index=63&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2025, with no material changes during the quarter - Management concluded that as of March 31, 2025, the company's **disclosure controls and procedures were effective** at a reasonable assurance level[313](index=313&type=chunk) - **No material changes** to internal control over financial reporting occurred during the quarter ended March 31, 2025[314](index=314&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=64&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no material pending legal proceedings outside of ordinary business litigation during the quarter - There were **no material pending legal proceedings** during the quarter[317](index=317&type=chunk) [Item 1A. Risk Factors](index=64&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the 2024 Annual Report on Form 10-K - **No material changes** from the risk factors disclosed in the 2024 Annual Report[318](index=318&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) The company conducted no unregistered sales of equity securities or stock repurchases during the first quarter of 2025 - The company did not have any **unregistered sales of equity securities** in Q1 2025[319](index=319&type=chunk) - **No stock repurchases** were made during Q1 2025[320](index=320&type=chunk) [Item 3. Defaults Upon Senior Securities](index=64&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon its senior securities during the period - **None**[321](index=321&type=chunk) [Item 4. Mine Safety Disclosures](index=64&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business operations - **Not applicable**[322](index=322&type=chunk) [Item 5. Other Information](index=64&type=section&id=Item%205.%20Other%20Information) No previously unreported Form 8-K information or new director/officer trading plans were noted for the quarter - No directors or officers adopted or terminated a **Rule 10b5-1 trading plan** or a non-Rule 10b5-1 trading arrangement during the quarter[323](index=323&type=chunk) [Item 6. Exhibits](index=64&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including officer certifications and various corporate agreements - Exhibits filed include **CEO and CFO certifications** (31.1, 31.2, 32.1, 32.2) and various corporate documents and agreements incorporated by reference[324](index=324&type=chunk)

Core Insights - Signing Day Sports achieved a 66% year-over-year reduction in net loss, reflecting improved operating efficiency [2][8] - The company is focused on driving higher-margin, subscription-based revenues through enhanced digital platforms and strategic partnerships [2][3] Financial Performance - Revenue for the quarter ended March 31, 2025, was approximately $0.15 million, down from approximately $0.23 million in the same period of 2024 [8] - General and administrative expenses decreased to approximately $0.97 million from approximately $2.04 million year-over-year [8] - Net loss for the quarter was approximately $0.84 million, compared to a net loss of approximately $2.50 million in the same period in 2024 [8] Business Strategy - The company hosted five U.S. Army Bowl Regional Combines, attracting nearly 1,000 high school athletes, indicating strong demand for verified performance data [2][3] - Signing Day Sports expanded its digital footprint with weekly recruiting webinars to enhance engagement with college coaches and promote top student-athletes [3] - The renewal of the partnership with the U.S. Army Bowl through 2026 allows the company to maintain exclusive rights to national and regional combines, generating revenue from athlete registrations [3]

Core Insights - Signing Day Sports has successfully hosted five combines in various cities, attracting nearly 1,000 high school football athletes, indicating strong demand for recruiting exposure and development opportunities [2][4] - The company emphasizes the effectiveness of its platform through success stories of student-athletes who gained scholarship offers after participating in combines, showcasing the impact of its technology and outreach [3][4] - The company plans to expand its national footprint with additional combines scheduled in Dallas, Dayton, and Denver, aiming to enhance services and support for student-athletes [4][5] Company Activities - The combines have taken place in Atlanta, Orlando, Chicago, Phoenix, and Jackson, with a focus on providing recruiting exposure [2] - Weekly X Spaces Recruiting Webinars have been hosted as part of the company's digital engagement strategy, aimed at increasing visibility for student-athletes [3] - The company highlights the journeys of Amiri Acker and Cooper Crosby, who gained significant attention from college programs after their performances at the combines [3][6] Future Plans - Signing Day Sports is committed to supporting student-athletes by expanding its services and enhancing visibility through its digital platform [4] - The company aims to connect student-athletes directly with college football programs, promoting top performers from each combine [5][7] - The National Combine is scheduled for December 2025, further emphasizing the company's commitment to providing opportunities for aspiring college athletes [5]

Company Overview - blockchAIn Digital Infrastructure generated unaudited revenue of $26.8 million and net income of $4.0 million in 2024 [2] - The company focuses on crypto mining, artificial intelligence (AI), and high-performance computing (HPC) data hosting markets [1][3] Transaction Details - Signing Day Sports has signed a non-binding letter of intent to acquire 100% of blockchAIn Digital Infrastructure through an all-equity exchange [1][5] - The transaction is expected to be structured such that blockchAIn Digital Infrastructure will merge with a newly formed subsidiary of Signing Day Sports, becoming a wholly-owned subsidiary [6][9] - The consideration for the transaction is approximately $215.0 million in shares of Signing Day Sports common stock, with blockchAIn Digital Infrastructure's equity securityholders anticipated to own about 91.5% of the combined company post-transaction [9][10] Market Position and Expansion - The digital infrastructure market, including crypto mining, HPC, and AI-related computing, is rapidly evolving due to increasing demand for energy-efficient processing power [3] - blockchAIn Digital Infrastructure currently operates a 40 MW crypto mining facility in South Carolina, with plans to expand to 50 MW, and is commissioning a new 150 MW facility in Texas [4] - The Texas facility is designed to be modular, allowing flexibility for crypto mining and/or AI and HPC data hosting activities, with an initial focus on internally owned crypto mining operations [4] Strategic Rationale - Signing Day Sports views the acquisition as a strategic entry into the digital infrastructure space, enhancing its platform with a technology-driven business that has strong fundamentals and scalable infrastructure [5][7] - The combined company is expected to leverage blockchAIn Digital Infrastructure's existing operations and roadmap towards AI workload enablement [7]

Financial Results - Signing Day Sports, Inc. reported selected financial results for the year ended December 31, 2024, in a press release issued on April 11, 2025[5]. - The Annual Report on Form 10-K for the fiscal year ended December 31, 2024 contains an audit opinion with a going concern emphasis or qualification[8]. Company Classification - The company is classified as an emerging growth company under the Securities Act of 1933[4]. Forward-Looking Statements - The press release includes forward-looking statements that involve substantial risks and uncertainties regarding the company's future performance[7]. - The company has not undertaken any obligation to publicly update forward-looking statements except as required by law[7]. Business Updates - The press release dated April 11, 2025, is furnished as Exhibit 99.1 and contains important business updates[10]. Company Information - The company’s principal executive offices are located at 8355 East Hartford Rd., Suite 100, Scottsdale, AZ 85255[3]. - The company’s telephone number for inquiries is (480) 220-6814[3]. Regulatory Filings - The filing is intended to satisfy the obligations under the Securities Exchange Act of 1934[2]. - The company has not elected to use the extended transition period for complying with new financial accounting standards[4].

Core Viewpoint - Signing Day Sports, Inc. reported a 100% revenue growth for the year ended December 31, 2024, reaching approximately $0.6 million compared to $0.3 million in 2023, indicating strong demand for its recruitment platform [2][6]. Financial Performance - Revenue for 2024 was approximately $0.6 million, a 100% increase from approximately $0.3 million in 2023 [2][6]. - Gross profit rose to approximately $0.4 million in 2024 from approximately $0.3 million in 2023 [2]. - Cost of revenues totaled approximately $0.2 million in 2024, compared to approximately $0.04 million in 2023 [6]. - Advertising and marketing expenses were approximately $0.09 million in 2024, down from approximately $0.4 million in 2023 [6]. - General and administrative expenses increased to approximately $7.8 million in 2024 from approximately $4.6 million in 2023 [6]. - The net loss for 2024 was approximately $8.7 million, with a diluted loss per share of $19.86, compared to a net loss of approximately $5.5 million and a diluted loss per share of $19.85 in 2023 [6]. Strategic Initiatives - The company is focused on empowering student-athletes with innovative tools and resources for the recruitment process [2]. - Continued collaboration with the U.S. Army Bowl is part of the strategy to solidify leadership in the recruiting space [2]. - Future initiatives include recruiting webinars, an expanded coaches' contact list, and potential strategic transactions to unlock new opportunities [2].