AIB Data Centers (AIB) risk factors, FY2025 10-K

Other

1. 01BlockchAIn was originally incorporated in the state of Delaware on April 11, 2025. Prior to the Business combination described below, the Company had nominal operations
2. 02Upon the consummation of the Business Combination, the One Blockchain Securityholders became owners of approximately 88.3% of BlockchAIn, the Signing Day Sports became owners of approximately 8.5% of BlockchAIn, and Maxim Group LLC became owners of approximately 3.2% of BlockchAIn
3. 03Description of the Business Combination
4. 04In connection with the Business Combination, Signing Day Sports Stockholders received 3,198,511 BlockchAIn common shares (subject to further rounding adjustments) and the securityholders of One Blockchain received 33,225,888 BlockchAIn common shares
5. 05Operational Excellence and Profitability
6. 06Scalable Infrastructure and a Growth Pipeline
7. 07Capital Efficient Business Model
8. 08Experienced Management Team
9. 09Expansion at our South Carolina Facility
10. 10We operate and plan to develop data center infrastructure strategically located to access reliable and cost-effective power for hosting workloads, including digital asset mining and, as part of our planned transition and expansion, AI and high-performance computing workloads
11. 11We have entered into several key agreements to secure land, power, and operational capabilities for our South Carolina facility’s data center
12. 12Customer Agreements Related to Our South Carolina Facility
13. 13One Blockchain leverages and plans to adopt a range of technologies to ensure efficient and competitive operations in both digital asset mining and HPC hosting
14. 14The digital asset mining and HPC data center markets are highly competitive. Our competition ranges from large, publicly traded companies to smaller, private operations
15. 15The regulatory landscape surrounding HPC and blockchain hosting services is evolving rapidly, and we anticipate increased scrutiny and potential regulation in the near and long term. Any such developments may significantly impact our business and operations in ways that are difficult to predict

Risks Related to Our Business and Operations

1. 16In summary, our significant customer concentration, particularly with a related party, exposes us to risks that could materially and adversely affect our business, financial condition, results of operations, and prospects
2. 17Our operational results and growth are heavily dependent on securing and maintaining favorable agreements for power and land, and the failure to do so could adversely impact our business and planned expansions
3. 18The availability of electric power may have technical, infrastructure, or regulatory limitations or may be interrupted by power outages that may harm One Blockchain’s ability to attain growth or cause revenues to decline
4. 19The development and construction of new data center facilities are subject to significant risks, including delays and cost overruns
5. 20We operate in highly competitive digital asset mining and HPC markets
6. 21The average selling prices of One Blockchain’s solutions and services may fluctuate from time to time due to technological advancement and One Blockchain may not be able to pass onto its machine suppliers such decreases, which may in turn adversely affect its profitability
7. 22One Blockchain relies on supplies from third-party providers, and any negative incidents caused by actions taken by them that are outside of One Blockchain’s control may adversely impact One Blockchain’s business and results of operations
8. 23Any failure of One Blockchain’s solutions or services to meet the necessary quality standards could adversely affect One Blockchain’s reputation, business and results of operation
9. 24Power outages or shortages, labor disputes and other factors may result in constraints on One Blockchain’s business activities
10. 25Our operations are dependent on the performance and reliability of our data center infrastructure and operational technology
11. 26We are subject to risks associated with our need for significant and reliable electric power, and the complexities of our power agreements, including true-up adjustments and curtailment requirements, could adversely impact our costs and profitability
12. 27One Blockchain may be vulnerable to security breaches, which could disrupt its operations and have a material adverse effect on its business, financial condition and results of operations
13. 28Our business is dependent on our experienced management team and our ability to attract and retain key personnel
14. 29If One Blockchain is unable to maintain or enhance its brand recognition, its business, financial condition and results of operations may be materially and adversely affected
15. 30Any global systemic economic and financial crisis could negatively affect One Blockchain’s business, results of operations, and financial condition
16. 31Concerns about greenhouse gas emissions and global climate change may result in environmental taxes, charges, assessments or penalties and could have a material adverse effect on our business, financial condition and results of operations
17. 32If One Blockchain experiences difficulty in collecting its trade receivables, its liquidity, financial condition and results of operations would be negatively impacted
18. 33Various social and political circumstances in the U.S. and around the world may contribute to increased market volatility and economic uncertainties that could have a material adverse effect on the Company’s business, operations and the financial statements
19. 34Our business is subject to a wide range of laws and regulations, and our failure to comply with those laws and regulations could harm our business

Risks Related to the Digital Infrastructure and HPC Industries

1. 35The price of Bitcoin is highly volatile, and decreases in Bitcoin’s price could adversely affect our business, financial condition, and results of operations
2. 36The development of blockchain technology and cryptocurrency is in its early stage and any adverse development in the cryptocurrency or blockchain market could adversely affect One Blockchain’s business and results of operations
3. 37Bitcoin network mining economics, including halving events and increases in mining difficulty, could indirectly reduce demand for our hosting services
4. 38Technological obsolescence of mining equipment could negatively impact our business
5. 39Regulatory changes or actions may restrict the use of cryptocurrencies, including Bitcoin, or mining activities in a manner that adversely affects our business
6. 40Changes in digital asset consensus protocols could reduce demand for energy-intensive hosting services

Risks Related to Our Financial Condition

1. 41One Blockchain’s limited operating history may make it difficult for One Blockchain to forecast its business and assess the seasonality and volatility in its business
2. 42We will require significant capital to fund our growth strategy, and failure to obtain necessary financing on favorable terms, or at all, could adversely affect our growth and operations
3. 43Our future financial performance is subject to assumptions and projections that may not materialize

Risks Related to Regulatory Compliance and Other Legal Matters

1. 44We are subject to a highly-evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our business, reputation, prospects or operations
2. 45Our interactions with a blockchain may expose us to specially designated nationals (“SDN”) or blocked persons or cause us to violate provisions of law that did not contemplate distributed ledger technology
3. 46We may increasingly become a target for public scrutiny, including complaints to regulatory agencies, negative media coverage, and malicious allegations, all of which could severely damage our reputation and materially and adversely affect our business and prospects
4. 47Our insurance coverage is limited and may not be adequate to cover potential losses and liabilities. A significant uninsured loss or a loss in excess of our insurance coverage could have a material adverse effect on our results of operations and financial condition
5. 48Digital asset mining activities are energy-intensive, which may restrict the geographic locations of data center hosting facilities and have a negative environmental impact
6. 49Our business operation may have an intrinsic need for governmental interactions, and are therefore subject to higher corruption risks
7. 50We may require certain approvals, licenses, permits and certifications to operate. Any failure to obtain or renew any of these approvals, licenses, permits or certifications could materially and adversely affect our business and results of operations
8. 51We may be subject to fines and other administrative penalties resulting from the operation of our business, which could materially and adversely affect our business, financial condition and results of operation
9. 52Regulatory changes or actions may restrict the use of cryptocurrencies or the operation of cryptocurrency networks in a manner that may require us to cease certain or all operations, which could have a material adverse effect on our business, financial condition and results of operations
10. 53Federal or state agencies may impose additional regulatory burdens on our business. Changing laws and regulations and changing enforcement policies and priorities have the potential to cause additional expenditures, restrictions, and delays in connection with our business operations
11. 54Increasing scrutiny and changing expectations from investors, lenders, customers, government regulators and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or expose us to additional risks

Risks Related to BlockchAIn

1. 55After completion of the Business Combination, the holders of One Blockchain’s securities will maintain the ability to control or significantly influence all matters submitted to the Combined Company’s stockholders for approval
2. 56The Combined Company’s stock price is expected to be volatile, and the market price of its common shares may drop following the Business Combination
3. 57Moreover, the stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual companies. These broad market fluctuations may also adversely affect the trading price of BlockchAIn common stock
4. 58The Combined Company will incur costs and demands upon management as a result of complying with the laws and regulations affecting public companies
5. 59BlockchAIn’s management has limited experience with compliance with public company obligations and the Combined Company’s resources may not be sufficient to fulfill its public company obligations
6. 60Anti-takeover provisions in the Combined Company charter documents and under Delaware law could make an acquisition of the Combined Company more difficult and may prevent attempts by the Combined Company stockholders to replace or remove the Combined Company management
7. 61The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price
8. 62The BlockchAIn Amended and Restated Bylaws also provide that we may agree with any stockholders to restrict the sale or other disposal of our stock owned by such stockholders
9. 63The Combined Company may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002 that will be applicable to the Combined Company after the Business Combination
10. 64If existing Signing Day Sports Stockholders and One Blockchain Securityholders sell, or indicate an intention to sell, substantial amounts of BlockchAIn common shares in the public market after the lock-up and other legal restrictions on resale, the trading price of the BlockchAIn common shares could decline
11. 65As an emerging growth company, BlockchAIn cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make BlockchAIn common shares less attractive to investors
12. 66Pursuant to the JOBS Act, BlockchAIn’s independent registered public accounting firm will not be required to attest to the effectiveness of BlockchAIn’s internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act for so long as it is an emerging growth company
13. 67We are a “smaller reporting company” under the U.S. federal securities laws, and the reduced reporting requirements applicable to smaller reporting companies could make our common stock less attractive to investors
14. 68BlockchAIn’s ability to be successful following the Business Combination will depend upon the efforts of its officers, and the loss of such persons could negatively impact the operations and profitability of the post-Business Combination business
15. 69The Business Combination will result in a limitation on Signing Day Sports’ ability to utilize its net operating loss carryforwards
16. 70The Combined Company may become involved in securities class action litigation that could divert management’s attention and harm the Combined Company’s business and insurance coverage may not be sufficient to cover all costs and damages
17. 71The Combined Company may be deemed a “controlled company” within the meaning of the NYSE American rules and the rules of the SEC

Risks Related to Our Securities

1. 72Currently, our shares of common stock are listed on NYSE American. However, there may not be enough liquidity in such market to enable securityholders to sell their securities
2. 73A decline in the price of common stock could affect our ability to raise working capital and adversely impact our ability to continue operations
3. 74If securities analysts do not publish research or reports about the Combined Company’s business or if they publish negative evaluations of the Combined Company’s stock, the price of the Combined Company’s stock could decline
4. 75The Combined Company does not anticipate that it will pay any cash dividends in the foreseeable future
5. 76If our shares become subject to the penny stock rules, it would become more difficult to trade our shares