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]