As
filed with the Securities and Exchange Commission on February 17, 2026
Registration No. 333-291856
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BlockchAIn
Digital Infrastructure, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
7374 |
|
39-2631241 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Primary
Standard Industrial
Classification Code Number) |
|
(I.R.S.
Employer
Identification Number) |
1540
Broadway, Ste 1010
New
York, NY 10036
(917)
558-3563
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jerry
Tang
Chief
Executive Officer
1540
Broadway, Ste 1010
New
York, NY 10036
(917)
558-3563
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Louis A. Bevilacqua, Esq. Bevilacqua PLLC 1050 Connecticut Avenue, NW Suite 500 Washington, DC 20036 (202) 869-0888 |
|
Mitchell S. Nussbaum, Esq. Andrei Sirabionian, Esq. Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 (212) 407-4000 |
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective
and all other conditions to the Business Combination Agreement described in the enclosed proxy statement/prospectus have been satisfied
or waived.
If
the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-291856
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or 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.
| |
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
| |
Non-accelerated
filer ☒ |
Smaller
reporting company ☒ |
| |
|
Emerging
growth company ☒ |
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 7(a)(2)(B) of Securities Act. ☐
If
applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange
Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange
Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐
EXPLANATORY
NOTE
This
Post-Effective Amendment No. 1 to Form S-4 amends the Registration Statement on Form S-4 of BlockchAIn Digital Infrastructure, Inc. (the
“Registrant”) (Registration No. 333-291856), as amended prior to the date hereto (the “Registration Statement”),
which was declared effective by the U.S. Securities and Exchange Commission on January 30, 2026.
This
Post-Effective Amendment No. 1 is being filed for the purposes of replacing Exhibit 5.1: Opinion of Loeb & Loeb LLP and including
Exhibit 23.3: Consent of Loeb & Loeb LLP (included in Exhibit 5.1). The Registration Statement is hereby amended, as appropriate,
to reflect the replacement of such exhibits.
Item
21. Exhibits and Financial Statement Schedules
(a)
Exhibits
| Exhibit No. |
|
Description |
| 2.1 |
|
Business Combination Agreement, dated May 27, 2025, by and among Signing Day Sports, Inc., One Blockchain LLC, BlockchAIn Digital Infrastructure, Inc., BCDI Merger Sub I Inc., and BCDI Merger Sub II LLC* (included as Annex A-1 to the proxy statement/prospectus that forms part of this registration statement) |
| 2.2 |
|
Amendment No. 1 to the Business Combination Agreement, dated as of November 10, 2025, between Signing Day Sports, Inc. and One Blockchain LLC (included as Annex A-2 to the proxy statement/prospectus that forms part of this registration statement) |
| 2.3 |
|
Amendment No. 2 to the Business Combination Agreement, dated as of December 21, 2025, among Signing Day Sports, Inc., One Blockchain LLC, BlockchAIn Digital Infrastructure, Inc., BCDI Merger Sub I Inc., and BCDI Merger Sub II LLC (included as Annex A-3 to the proxy statement/prospectus that forms part of this registration statement) |
| 3.1 |
|
Certificate of Incorporation of BlockchAIn Digital Infrastructure, Inc. (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-4 filed on December 1, 2025) |
| 3.2 |
|
Bylaws of BlockchAIn Digital Infrastructure, Inc. (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-4 filed on December 1, 2025) |
| 3.3 |
|
Form of Amended and Restated Certificate of Incorporation of BlockchAIn Digital Infrastructure, Inc. (included as Annex B to the proxy statement/prospectus that forms part of this registration statement) |
| 3.4 |
|
Form of Amended and Restated Bylaws of BlockchAIn Digital Infrastructure, Inc. (incorporated by reference to Exhibit 3.4 to Registration Statement on Form S-4/A filed on January 21, 2026) |
| 5.1 |
|
Opinion of Loeb & Loeb LLP |
| 8.1 |
|
Opinion of Loeb & Loeb LLP regarding certain federal income tax matters (incorporated by reference to Exhibit 8.1 to Registration Statement on Form S-4/A filed on January 21, 2026) |
| 10.1 |
|
Voting and Support Agreement, dated as of May 27, 2025, among Signing Day Sports, Inc., BlockchAIn Digital Infrastructure, Inc., One Blockchain LLC, BCDI Merger Sub I Inc., and BCDI Merger Sub II LLC* (included as Annex D to the proxy statement/prospectus that forms part of this registration statement) |
| 10.2 |
|
Form of Lock-up/Leakout Agreement (included as Annex E to the proxy statement/prospectus that forms part of this registration statement) |
| 10.3** |
|
Electric Service Agreement, dated as of October 15, 2021, between Lockhart Power Company and One Blockchain LLC (formerly known as BPV Power Alpha LLC) (incorporated by reference to Exhibit 10.3 to Registration Statement on Form S-4 filed on December 1, 2025) |
| 10.4** |
|
Ground Lease Agreement, dated as of October 19, 2021, between Pacolet Milliken, LLC and One Blockchain LLC (formerly known as BPV Power Alpha LLC) (incorporated by reference to Exhibit 10.4 to Registration Statement on Form S-4 filed on December 1, 2025) |
| 10.5 |
|
Digital Asset Miner Co-Location License, dated as of September 27, 2022, between One Blockchain LLC (formerly known as BV Power Alpha LLC) and Blue Ridge Digital Mining, LLC (incorporated by reference to Exhibit 10.5 to Registration Statement on Form S-4 filed on December 1, 2025) |
| 10.6 |
|
Master Services Agreement, dated as of July 12, 2023, between One Blockchain LLC (formerly known as BV Power Alpha LLC) and Code Green Apparel Corp. (incorporated by reference to Exhibit 10.6 to Registration Statement on Form S-4 filed on December 1, 2025) |
| 10.7 |
|
Management Fee Agreement, dated as of February 8, 2024, between One Blockchain LLC (formerly known as BV Power Alpha LLC) and Tiger Cloud LLC (incorporated by reference to Exhibit 10.7 to Registration Statement on Form S-4 filed on December 1, 2025) |
| 10.8 |
|
Master Services Agreement, dated as of March 19, 2024, between One Blockchain LLC (formerly known as BV Power Alpha LLC) and New York Crypto Capital Inc. (incorporated by reference to Exhibit 10.8 to Registration Statement on Form S-4 filed on December 1, 2025) |
| 10.9 |
|
Intercompany Loan Agreement, dated as of April 1, 2024, between One Blockchain LLC and VCV Infrastructure Holdings LLC (incorporated by reference to Exhibit 10.9 to Registration Statement on Form S-4 filed on December 1, 2025) |
| 10.10 |
|
Surety Bond, dated as of April 19, 2024, among One Blockchain LLC (formerly known as BV Power Alpha LLC), HARCO National Insurance Company, and Lockhart Power Company (incorporated by reference to Exhibit 10.10 to Registration Statement on Form S-4 filed on December 1, 2025) |
| 10.11 |
|
Mutual
Settlement and Release Agreement, dated as of December 11, 2024, among KM JS Advisors, LLC, VCV Digital Group, LLC, Tiger Cloud LLC
(formerly known as VCV Digital Infrastructure Alpha, LLC), One Blockchain LLC (formerly known as BPV Power Alpha, LLC and BV Power
Alpha, LLC), and Jerry Tang (incorporated by reference to Exhibit 10.11 to Registration Statement on Form S-4 filed on December 1,
2025) |
| 10.12 |
|
Mining
Services Agreement, dated as of January 7, 2025, between BlockMetrix, LLC and One Blockchain LLC (formerly known as BV Power Alpha
LLC) (incorporated by reference to Exhibit 10.12 to Registration Statement on Form S-4 filed on December 1, 2025) |
| 10.13 |
|
Standstill
Agreement, dated as of January 27, 2025, between Blue Ridge Digital Mining, LLC, Merkle Standard LLC and One Blockchain LLC (formerly
known as BV Power Alpha LLC) (incorporated by reference to Exhibit 10.13 to Registration Statement on Form S-4 filed on December
1, 2025) |
| 10.14 |
|
Standstill
Agreement, dated as of February 28, 2025, between Blue Ridge Digital Mining, LLC, Merkle Standard LLC and One Blockchain LLC (formerly
known as BV Power Alpha LLC) (incorporated by reference to Exhibit 10.14 to Registration Statement on Form S-4 filed on December
1, 2025) |
| 10.15 |
|
Standstill
Agreement, dated as of April 25, 2025, between Blue Ridge Digital Mining, LLC, Merkle Standard LLC and One Blockchain LLC (formerly
known as BV Power Alpha LLC) (incorporated by reference to Exhibit 10.15 to Registration Statement on Form S-4 filed on December
1, 2025) |
| 10.16 |
|
Amendment
No. 1 to the Digital Asset Miner Co-Location License, dated as of May 15, 2025, between One Blockchain LLC (formerly known as BV
Power Alpha LLC) and Blue Ridge Digital Mining, LLC (incorporated by reference to Exhibit 10.16 to Registration Statement on Form
S-4 filed on December 1, 2025) |
| 10.17 |
|
Related
Party Revenue Transfer Agreement, dated as of May 15, 2025, between Blue Ridge Digital Mining LLC and One Blockchain LLC (formerly
known known as BV Power Alpha LLC) (incorporated by reference to Exhibit 10.17 to Registration Statement on Form S-4 filed on December
1, 2025) |
| 10.18 |
|
Purchase
and Sale Agreement, dated as of May 15, 2025, between Blue Ridge Digital Mining, LLC and One Blockchain LLC (formerly known as BV
Power Alpha LLC) (incorporated by reference to Exhibit 10.18 to Registration Statement on Form S-4 filed on December 1, 2025) |
| 10.19 |
|
Guaranty,
dated as of May 15, 2025, by One Blockchain LLC (formerly known as BV Power Alpha LLC) in favor of Merkle Standard LLC (incorporated
by reference to Exhibit 10.19 to Registration Statement on Form S-4 filed on December 1, 2025) |
| 10.20 |
|
Security
Agreement, dated as of May 15, 2025, among VCV Digital Infrastructure Holdings, LLC, One Blockchain LLC (formerly known as BV Power
Alpha LLC), and Merkle Standard LLC (incorporated by reference to Exhibit 10.20 to Registration Statement on Form S-4 filed on December
1, 2025) |
| 10.21 |
|
Confidential
Settlement Agreement, Mutual Release, and Separation Agreement, dated as of May 20, 2025, among Blue Ridge Digital Mining, LLC, Merkle
Standard LLC, One Blockchain LLC (formerly known as BV Power Alpha LLC), VCV Digital Infrastructure Holdings, LLC, and Tiger Cloud
LLC (formerly known as VCV Digital Infrastructure Alpha, LLC) (incorporated by reference to Exhibit 10.21 to Registration Statement
on Form S-4 filed on December 1, 2025) |
| 10.22** |
|
Hosting
Services Agreement, effective as of June 27, 2025, between Northstar Lending LLC and One Blockchain LLC (incorporated by reference
to Exhibit 10.22 to Registration Statement on Form S-4 filed on December 1, 2025) |
| 10.23** |
|
Tripartite
Supplemental Agreement, dated as of July 1, 2025, by and among Northstar Lending LLC, Green Volt Innovations AA1 LLC and One Blockchain
LLC (incorporated by reference to Exhibit 10.23 to Registration Statement on Form S-4 filed on December 1, 2025) |
| 10.24** |
|
Supplemental
Agreement to Tripartite Supplemental Agreement, dated as of October 1, 2025, by and between Green Volt Innovations AA1 LLC and One
Blockchain LLC (incorporated by reference to Exhibit 10.24 to Registration Statement on Form S-4 filed on December 1, 2025) |
| 10.25† |
|
Form
of Executive Consulting Agreement between BlockchAIn Digital Infrastructure, Inc. and Daniel Nelson (incorporated by reference to
Exhibit 10.25 to Registration Statement on Form S-4 filed on December 1, 2025) |
| 10.26† |
|
Form
of Executive Consulting Agreement between BlockchAIn Digital Infrastructure, Inc. and Jeffry Hecklinski (incorporated by reference
to Exhibit 10.26 to Registration Statement on Form S-4 filed on December 1, 2025) |
| 10.27† |
|
Form
of Executive Consulting Agreement between BlockchAIn Digital Infrastructure, Inc. and Craig Smith (incorporated by reference to Exhibit
10.27 to Registration Statement on Form S-4 filed on December 1, 2025) |
| 10.28 |
|
Purchase
Agreement, dated as of July 21, 2025, between Signing Day Sports, Inc. and Helena Global Investment Opportunities 1 Ltd. (incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Signing Day Sports, Inc. on July 22, 2025) |
| 10.29 |
|
Placement
Agency Agreement, dated as of July 21, 2025, between Signing Day Sports, Inc. and Maxim Group LLC (incorporated by reference to Exhibit
10.2 to the Current Report on Form 8-K filed by Signing Day Sports, Inc. on July 22, 2025) |
| 10.30 |
|
Termination Agreement, dated September 18, 2024, between Signing Day Sports, Inc. and Boustead Securities, LLC (included as Annex F-1 to the proxy statement/prospectus that forms part of this registration statement) |
| 10.31 |
|
Letter Agreement, dated as of October 15, 2024, between Signing Day Sports, Inc. and Boustead Securities, LLC (included as Annex F-2 to the proxy statement/prospectus that forms part of this registration statement) |
| 15.1 |
|
Awareness
Letter of Berkowitz Pollack Brant Advisors + CPAs (incorporated by reference to Exhibit 15.1 to Registration Statement on Form S-4/A
filed on January 22, 2026) |
| 21.1 |
|
Subsidiaries
of BlockchAIn Digital Infrastructure, Inc. (incorporated by reference to Exhibit 21.1 to Registration Statement on Form S-4 filed
on December 1, 2025) |
| 23.1 |
|
Consent
of BARTON CPA PLLC (incorporated by reference to Exhibit 23.1 to Registration Statement on Form S-4/A filed on January 21, 2026) |
| 23.2 |
|
Consent
of Berkowitz Pollack Brant Advisors + CPAs (incorporated by reference to Exhibit 23.2 to Registration Statement on Form S-4/A filed
on January 22, 2026) |
| 23.3 |
|
Consent of Loeb & Loeb LLP (included in Exhibit 5.1) |
| 23.4 |
|
Consent
of Newbridge Securities Corporation (incorporated by reference to Exhibit 23.4 to Registration Statement on Form S-4 filed on December
1, 2025) |
| 24.1 |
|
Power
of Attorney (included on the signature page to previously filed registration statement) |
| 99.1 |
|
Fairness Opinion of Newbridge Securities Corporation dated May 27, 2025 (included as Annex C-1 to the proxy statement/prospectus that forms part of this registration statement) |
| 99.2 |
|
Fairness Opinion of Newbridge Securities Corporation dated November 10, 2025 (included as Annex C-2 to the proxy statement/prospectus that forms part of this registration statement) |
| 99.3 |
|
Consent
of Hongfei Zhang to be named as a director (incorporated by reference to Exhibit 99.3 to Registration Statement on Form S-4 filed
on December 1, 2025) |
| 99.4 |
|
Consent
of Mohammad Hasham to be named as a director (incorporated by reference to Exhibit 99.4 to Registration Statement on Form S-4 filed
on December 1, 2025) |
| 99.5 |
|
Consent
of George Chuang to be named as a director (incorporated by reference to Exhibit 99.5 to Registration Statement on Form S-4 filed
on December 1, 2025) |
| 99.6 |
|
Consent
of Daniel Nelson to be named as a director (incorporated by reference to Exhibit 99.6 to Registration Statement on Form S-4/A filed
on January 21, 2026) |
| 99.7 |
|
Form
of Proxy Card for Signing Day Sports, Inc. Stockholder Meeting (incorporated by reference to Exhibit 99.7 to Registration Statement
on Form S-4/A filed on January 21, 2026) |
| 107 |
|
Filing
fee table (incorporated by reference to Exhibit 107 to Registration Statement on Form S-4/A filed on January 21, 2026) |
| * | Annexes,
schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
registrant hereby undertakes to furnish supplemental copies of any of the omitted annexes,
schedules and exhibits upon request by the SEC. |
| ** | Portions
of this exhibit have been omitted in compliance with Regulation S-K Item 601(b)(10)(iv) because
the registrant has determined that the information is not material and is the type that the
registrant treats as private or confidential. |
| † | Executive
compensation plan or agreement. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in New York, New York, on February 17, 2026.
| |
BlockchAIn Digital Infrastructure, Inc. |
| |
|
| |
By: |
/s/ Jerry Tang |
| |
|
Jerry Tang |
| |
|
Chairman, President and Chief Executive Officer |
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
| SIGNATURE |
|
TITLE |
|
DATE |
| |
|
|
|
|
| /s/
Jerry Tang |
|
Chief Executive
Officer (principal executive officer), |
|
February 17,
2026 |
| Jerry Tang |
|
President, Chairman, and Director |
|
|
| |
|
|
|
|
| * |
|
Chief Financial Officer
(principal financial and accounting officer) |
|
February 17, 2026 |
| Jolienne Halisky |
|
|
|
|
| * By: |
/s/
Jerry Tang |
|
| |
Jerry Tang |
|
| |
Attorney-In-Fact |
|
II-4