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]

As filed with the Securities and Exchange Commission on September 25, 2025 Registration No. 333-289965 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 ON FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Signing Day Sports, Inc. (Exact name of registrant as specified in its charter) Delaware 7389 87-2792157 (I.R.S. Employer Identification Number) 8355 East Hartford Rd., Suite 100 Scottsdale, AZ 85255 (480) 220-6814 (Address, in ...

[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)

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)