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].