On March 16, 2026 (the “Closing Date”), the Company consummated the business combination (the “Business Combination”) pursuant to the BCA.

Upon closing of the Business Combination, Signing Day Sports and One Blockchain became wholly owned subsidiaries of the Company, and the Company’s common stock commenced trading on the NYSE American under the ticker symbol “AIB” on March 17, 2026.

Merger Consideration

As a result of the One Blockchain Merger, the membership interests of One Blockchain (“One Blockchain membership interests”) outstanding prior to the One Blockchain Merger were automatically cancelled, in exchange for the right of the holders thereof to receive the number of shares of common stock of the Company (“AIB common shares”) equal to (a) the product of (i) the number of fully-diluted shares of Signing Day Sports common stock outstanding immediately prior to the effective time of the Business Combination, not including certain out-of-the-money derivative securities (“SGN Outstanding Shares”), multiplied by (ii) 1/0.085, and multiplied by (iii) the Exchange Ratio, minus (b) the product of (i) the SGN Outstanding Shares multiplied by (ii) the Exchange Ratio (the “One Blockchain Merger Consideration”).

In connection with the Business Combination, Signing Day Sports stockholders received 3,215,576 AIB common shares and the securityholders of One Blockchain received 33,225,888 AIB common shares.

Earnout Shares

The BCA provides for the issuance of earnout shares (the “Earnout Shares”) to the members, as of immediately prior to the Closing, of One Blockchain (collectively, the “One Blockchain Securityholders”), consisting of AIB common shares, if the 2026 EBITDA equals or exceeds $25 million. The Earnout Shares will equal 11.628% of the One Blockchain Merger Consideration. One Blockchain Securityholders may receive up to 3,863,460 additional AIB common shares if the Earnout Shares are issued. If the conditions for the issuance of the Earnout Shares are met, the Earnout Shares will be issued within ten calendar days following the date on which AIB files its annual report for its 2026 fiscal year with the SEC. Earnout shares were excluded from purchase consideration since the likelihood of meeting earnout was deemed remote at the measurement date.

Advisory Shares

AIB issued to Maxim Group LLC (“Maxim Group”), as the financial advisor to One Blockchain (as the agreed consideration for advisory services provided to One Blockchain) and the designee of Maxim Partners LLC (“Maxim Partners”), at the Closing 1,204,669 AIB common shares equal to 3.5% of the total transaction enterprise value, in accordance with the obligations of One Blockchain under the Advisory Agreement. This is reflected in selling, general, and administrative expenses in the amount of $650,642 for the current period. At such time the Earnout Shares, if any, are issued, a number of AIB common shares equal to 3.5% of the Earnout Shares will be issued at such time. Maxim Group may receive up to 140,126 additional AIB common shares if the Earnout Shares are issued. The number of AIB common shares issued to Maxim Group at the Closing, and if applicable, in connection with the Earnout Shares, will reduce only the equity ownership otherwise allocable to the holders of One Blockchain membership interests.

Consulting agreements

Included in the purchase consideration is $1,763,000 as compensation for services related to Executive Consulting Agreements, dated March 12, 2026 with certain former executive officers of Signing Day Sports. Of this amount, $100,000 was reserved and was in an interest-bearing escrow account to pay Outstanding Liabilities (as defined in the Executive Consulting Agreements) of Signing Day Sports, with any remaining portion to be paid back within 90 days, subject to any clawback or repayment obligation as set forth in the agreements. During the three months ending June 30, 2026, $20,000 was allocated towards additional issuance costs and the remaining $80,000 in the escrow account was paid as compensation for services in accordance with the Executive Consulting Agreements. As of June 30, 2026, there is no balance outstanding in accounts payable and accrued expenses related to the $100,000 in the accompanying condensed consolidated balance sheets.

Signing Day Sports advance of funds

As a closing condition of the Business Combination, Signing Day Sports agreed to send AIB $1,330,000 in advance of the close to reimburse transaction expenses that AIB incurred (inclusive of the $100,000 escrow from the consultant agreements noted above). Under ASC 805, an advance of funds from the accounting acquiree (Signing Day Sports) to the accounting acquirer (AIB) to reimburse transaction costs, where repayment is not expected, is viewed as a separate transaction from the business combination. Accordingly, the $1,330,000 effectively reduces the purchase consideration transferred and is excluded from the net identifiable assets acquired, rather than being recognized as an acquired asset of AIB at closing. This $1,330,000 was reflected as a credit to professional fees in selling, general, and administrative expenses in the accompanying condensed consolidated statement of operations.

Accounting treatment

The Business Combination was accounted for as a reverse merger in accordance with GAAP. Under this accounting treatment, One Blockchain was determined to be the accounting predecessor and accounting acquirer, and Signing Day Sports was treated as the acquired entity for accounting purposes.

The Company performed an assessment, as defined under ASC 805, Business Combinations, and concluded that the acquisition of Signing Day Sports is an acquisition of a business. The Company has determined the purchase price allocation and as such has presented the excess of the consideration transferred over the net of the acquisition-date fair value of the identifiable assets acquired and the liabilities assumed as goodwill. Since the allocation is still in progress, the intangible amount has not been amortized.

Management concluded that the Company has a single operating segment and a single reporting unit following the Business Combination. Although Signing Day Sports remains a legal subsidiary, its historical operations are incidental to and not significant relative to the Company’s data center operations conducted through One Blockchain and are not separately reviewed by the chief operating decision maker for purposes of evaluating performance or allocating resources. Accordingly, the Company manages and evaluates the combined enterprise as a single integrated business and goodwill recognized in the Business Combination is assigned to the Company’s single reporting unit.

During the three months ended June 30, 2026, the Company recorded adjustments to its preliminary accounting for the Business Combination based on additional information obtained related to facts and circumstances that existed as of the acquisition date.

Specifically, the Company identified approximately $65,000 of additional issuance costs incurred prior to the closing date that had not been included in the preliminary accounting recorded as of March 31, 2026. In addition, the Company and certain consultants agreed to reduce the value of consulting arrangements assumed in the transaction by approximately $20,000, which reduced the preliminary purchase consideration.

As a result of these adjustments, goodwill increased by approximately $45,000 during the three months ended June 30, 2026. The purchase price allocation remains preliminary and may be adjusted as additional information becomes available during the measurement period. The Company expects to finalize the purchase price allocation during the measurement period, which may result in additional adjustments to identifiable assets acquired, liabilities assumed and goodwill.

The preliminary purchase price allocation for Signing Day Sports, as adjusted, is as follows:

When accounting for a reverse merger, the consideration transferred is measured using the most reliably measured fair value. As a publicly traded company on the NYSE American, Signing Day Sports shares are more reliably measurable than AIB common shares or One Blockchain membership interests. On March 16, 2026, the date of the transaction, the sale price of the Signing Day Sports common stock on the NYSE American was $0.5401 per share. Accordingly, a stock price of $0.5401 per share was used in accounting for the acquisition.

The following table summarizes the total consideration exchanged for Signing Day Sports and the allocation of purchase price to the estimated fair value of the assets acquired and liabilities, as adjusted, assumed at the acquisition date:

Preliminary fair value of the net liabilities assumed was determined in the three-month period ended March 31, 2026 and adjusted during the three-month period ended June 30, 2026, as discussed above. Any measurement period adjustments will be recorded, if any, during future periods.

The following table presents the adjusted preliminary purchase price allocation for the acquisition. Any future measurement period adjustments will be based upon information obtained about facts and circumstances that existed at the acquisition date.

The equity recapitalization resulting from the Business Combination is reflected as of the Closing Date, including the issuance of shares of the Company’s common stock in exchange for the outstanding equity interests of One Blockchain and Signing Day Sports. The results of operations of Signing Day Sports are included in the condensed consolidated financial statements of the Company from the Closing Date forward.

As of June 30, 2026 and December 31, 2025, there was goodwill of $4,851,136 reflected in the condensed consolidated balance sheets for goodwill recognized as the excess of the purchase price over the fair value of net identifiable assets per an agreement dated February 7, 2024, in which One Blockchain underwent a change in control following a step acquisition by VCV Digital Solutions LLC (“VCV Digital Solutions”), effective as of February 8, 2024.

As a result of the Business Combination dated March 16, 2026, an additional $19,023,190 was recognized as the excess of the purchase price over the fair value of net identifiable assets reflected as such in the condensed consolidated balance sheets as of June 30, 2026 resulting in a total goodwill balance of $23,874,326.

As of June 30, 2026, management concluded that no goodwill impairment existed and no impairment charges were recognized during the three or six months ended June 30, 2026.