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]
Signing Day Sports Shareholder Letter Details AI/HPC Infrastructure Opportunity with BlockchAIn Digital Infrastructure