BlockchAIn Digital Infrastructure, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number:001-43194

(Exact name of Registrant as specified in its charter)

1540 Broadway, Ste. 1010, New York, NY 10036

(Address of principal executive offices) (Zip Code)

(646) 493-2993

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Common Stock, $0.0001 par value

(Title of Class)

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 31(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

As of June 30, 2025 (the last business day of our most recently completed second fiscal quarter), based upon the last reported trade on that date, the aggregate market value of the voting and non-voting common equity held by non-affiliates (for this purpose, all outstanding and issued common stock minus shares held by the officers, directors and known holders of 10% or more of the Company’s common stock) was $0.

As of March 30, 2026, the registrant had 37,629,068 outstanding shares of common stock, $0.0001 par value and no shares of preferred stock, $0.0001 par value, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 2026 definitive Proxy Statement are incorporated by reference into Part III of this Form 10-K.

INDEX TO ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2025

Table of Contents

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CERTAIN TERMS

When used throughout this annual report on Form 10-K, references to:

“2026 EBITDA” means net income plus interest, taxes, depreciation and amortization of BlockchAIn for the fiscal year ending December 31, 2026, adjusted to eliminate (without duplication) (x) the effects of the Transactions, including fees and expenses, taxes incurred, paid or recognized, any gain or loss on disposition, and any one-time accounting charges, adjustments or write-downs, in each case directly attributable to the Transactions, and (y) any revenue, net income, or component of EBITDA of Signing Day Sports consolidated into the financial statements of BlockchAIn.

“Advisory Agreement” means the M&A Advisory Agreement between One Blockchain LLC c/o VCV Digital and Maxim Group LLC dated January 29, 2025.

“AI” means “artificial intelligence,” which refers to the simulation of human intelligence processes by machines, enabling capabilities like learning, reasoning, and problem-solving.

“Bitcoin” means the currency and unit of account based on the first system, protocol and network of decentralized digital money as initially introduced in a white paper titledBitcoin: A Peer-to-Peer Electronic Cash System by Satoshi Nakamoto.

“Block” means a file containing information on transactions completed during a given time period. Blocks are the constituent parts of a blockchain.

“Blockchain” means a distributed ledger system that is a sequence of blocks stored consecutively in a public database.

“BlockchAIn,” the “Company,” “we,” “us,” “our,” or the “Combined Company” means BlockchAIn Digital Infrastructure, Inc., a Delaware corporation, and its subsidiaries.

“BlockchAIn Amended and Restated Bylaws” means the Amended and Restated Bylaws of BlockchAIn.

“BlockchAIn Amended and Restated Certificate of Incorporation” means the Amended and Restated Certificate of Incorporation of BlockchAIn.

“BlockchAIn Board” means the board of directors of BlockchAIn following the Business Combination.

“BlockchAIn common shares” or “BlockchAIn common stock” means the common stock, $0.0001 par value per share, of BlockchAIn.

“Blue Ridge Digital Mining” means Blue Ridge Digital Mining, LLC, a Delaware limited liability company.

“Business Combination” means, collectively, the Signing Day Sports Merger and the One Blockchain Merger.

“Business Combination Agreement” means the Business Combination Agreement, dated as of May 27, 2025, by and among Signing Day Sports, BlockchAIn, Merger Sub I, Merger Sub II, and One Blockchain, as amended by that certain Amendment No. 1 to the Business Combination Agreement, dated as of November 10, 2025, between Signing Day Sports and One Blockchain, as amended by that certain Amendment No. 2 to the Business Combination Agreement, dated as of December 21, 2025, among Signing Day Sports, BlockchAIn, One Blockchain, Merger Sub I, and Merger Sub II, as it may be subsequently amended.

“CFTC” means the U.S. Commodity Futures Trading Commission.

“Closing” means the closing of the Business Combination, which occurred on March 16, 2026.

“Code” means the Internal Revenue Code of 1986, as amended.

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“Cryptocurrency” or “virtual currency” means a digital representation of value that functions as a medium of exchange, a unit of account and/or a store of value that is built using blockchain technology. Its creation and transfer is based on an open-source cryptographic protocol and is not backed by any central bank or government.

“DGCL” means the Delaware General Corporation Law, as amended.

“Digital asset” means any asset that is built using blockchain technology, including a cryptocurrency like Bitcoin.

“Distributed Ledger” means a ledger in which data is stored across a network of decentralized nodes. A distributed ledger is a system for recording the transaction of assets in a decentralized manner. Unlike centralized solutions, such as databases, distributed ledgers do not have a central repository for storing recorded data. Nodes process and verify transactions.

“DTC” means the Depository Trust Company.

“Earnout Shares” means additional BlockchAIn common shares equal to 11.628% of the total number of BlockchAIn common shares that will be issued to the One Blockchain Securityholders, subject to adjustment, upon the fulfillment of certain performance targets by BlockchAIn.

“EBITDA” means earnings before interest, taxes, depreciation and amortization.

“ERCOT” means Electric Reliability Council of Texas, the organization responsible for managing the Texas power grid.

“ERCOT-polled settlement” or “EPS” meters are meters that are directly polled by ERCOT for use in the financial settlement of the Texas electricity market.

“ETH” means Ether, the native cryptocurrency of the Ethereum platform, which is a decentralized blockchain that enables smart contracts and decentralized applications.

“ETF” means exchange-traded fund, a type of pooled investment security that operates like a mutual fund,

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means the fraction of a BlockchAIn common share that each share of Signing Day Sports is entitled to be converted into. The final Exchange Ratio was determined to be 0.09334, except that where the Exchange Ratio would otherwise result in a fractional BlockchAIn common share, the Exchange Ratio was rounded up to one (1) with respect to that BlockchAIn common share.

“FinCEN” means the U.S. Financial Crimes Enforcement Network.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“GW” means gigawatt; “GWh” means gigawatt-hour; and “GWh/day” means gigawatt-hours per day.

“Hash” means the computation run by mining hardware in support of the blockchain; therefore, a miner’s “hash rate” refers to the rate at which it is capable of solving such computations.

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“Hash rate” means the speed at which a computer or computer network can take any set of information and use an algorithm to reduce that information into a string of letters and numbers of a certain length, known as a “hash.”

“HPC” means high-performance computing.

“InfiniBand” means a computer networking communications standard used in high-performance computing that features very high throughput and very low latency.

“Investment Company Act” means the U.S. Investment Company Act of 1940.

“IRS” means the U.S. Internal Revenue Service.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“kWh” means kilowatt-hours.

“kW” means kilowatt.

“Lock-Up Agreements” means the Lock-Up/Leakout Agreements entered into between BlockchAIn and each principal and officer and director of Signing Day Sports and certain One Blockchain Securityholders at the Closing pursuant to the Business Combination Agreement.

“Maxim Group” means Maxim Group LLC.

“Maxim Partners” means Maxim Partners LLC.

“Merger Sub I” means BCDI Merger Sub I Inc., a Delaware corporation and a wholly-owned subsidiary of BlockchAIn.

“Merger Sub II” means BCDI Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of BlockchAIn.

“Mergers” means the One Blockchain Merger and the Signing Day Sports Merger.

“Mining” means the process by which new blocks are created, and thus new transactions are added to the blockchain, in a blockchain that uses a mining-based protocol such as PoW.

“ML” means “machine learning,” which refers to a branch of artificial intelligence (AI) focused on enabling computers and machines to imitate the way that humans learn, to perform tasks autonomously, and to improve their performance and accuracy through experience and exposure to more data.

“MW” means megawatt; “MWh” means megawatt-hour.

“NYSE American” means the NYSE American LLC.

“NYSE American Company Guide” means the NYSE American LLC Company Guide.

“Node” means the most basic unit and critical part of a blockchain infrastructure, storing its data and allowing all communication (transaction) to pass through it. It can be run by any personal computing device or server. Nodes are interconnected, and hence, can readily pass data amongst each other. It is essential for them to be always up-to-date in order to function properly.

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“OFAC” means the U.S. Office of Foreign Assets Control.

“One Blockchain” means One Blockchain LLC (formerly known as BV Power Alpha LLC), a Delaware limited liability company.

“SEC” means the U.S. Securities and Exchange Commission.

“SEC Reports” means documents required to be filed or furnished by Signing Day Sports with the SEC under the Securities Act and the Exchange Act since January 1, 2022.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Signing Day Sports,” means Signing Day Sports, Inc., a Delaware corporation.

“Signing Day Sports Board” means the board of directors of Signing Day Sports.

“Signing Day Sports common stock” means the common stock, par value $0.0001 per share, of Signing Day Sports.

“Sarbanes-Oxley Act” means the U.S. Sarbanes-Oxley Act of 2002, as amended.

“Tiger Cloud” means Tiger Cloud LLC, a Delaware limited liability company, assumed to be the owner of 45.4% of the One Blockchain membership interests immediately prior to the Closing (subject to adjustment).

“Transactions” means collectively the Business Combination and the other transactions contemplated by the Business Combination Agreement.

“W” means watt.

“U.S. GAAP” means generally accepted accounting principles as in effect in the United States of America.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, that relate to future events or to our future operations or financial performance. Any forward-looking statement involves known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statement.

These forward-looking statements include, but are not limited to, statements concerning the following:

In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A “Risk Factors” and elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

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