Signing Day Sports Announces Filing of Registration Statement on Form S-4 for Proposed Business Combination with One Blockchain LLC
Rhea-AI Summary
Signing Day Sports (NYSE American: SGN) announced that BlockchAIn Digital Infrastructure filed a Registration Statement on Form S-4 with the SEC for the proposed business combination with One Blockchain LLC and the planned listing of BlockchAIn common shares on NYSE American under the ticker AIB.
One Blockchain operates a 40 MW South Carolina data center that generated approximately $22.9 million in revenue and $5.7 million in net income in 2024. The Registration Statement is preliminary and has not been declared effective; additional proxy/prospectus materials will follow.
Positive
- Registration Statement on Form S-4 filed with the SEC
- One Blockchain 2024 revenue of $22.9 million
- One Blockchain 2024 net income of $5.7 million
- Planned NYSE American listing under ticker AIB
Negative
- Registration Statement not yet declared effective by the SEC
- Completion contingent on shareholder approvals and NYSE clearance
- Transaction faces integration and operational execution risks
News Market Reaction 22 Alerts
On the day this news was published, SGN declined 17.97%, reflecting a significant negative market reaction. Argus tracked a peak move of +29.1% during that session. Argus tracked a trough of -28.1% from its starting point during tracking. Our momentum scanner triggered 22 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $1M from the company's valuation, bringing the market cap to $5M at that time. Trading volume was exceptionally heavy at 32.2x the daily average, suggesting significant selling pressure.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus 2 Up
SGN fell 3.01% while key peers showed mixed moves (e.g., ELWS +8.18%, FTFT -4.24%, MASK -7.8%). Momentum scanner flagged VS and QH both up ~4–5%, suggesting today’s weakness in SGN was more stock-specific than sector-wide.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Dec 05 | Shareholder letter | Positive | -4.8% | Detailed AI/HPC opportunity and deal terms for BlockchAIn combination. |
| Dec 01 | Deal progress update | Positive | -18.0% | Announced Form S-4 filing and planned AIB listing for combined company. |
| Nov 12 | Earnings and update | Negative | -9.2% | Q3 revenue decline, ongoing net loss and limited cash despite cost cuts. |
| Oct 09 | Product expansion | Positive | -1.7% | Launched basketball recruiting technology and first basketball combine event. |
| Oct 08 | Deal progress update | Positive | -2.8% | Outlined business combination progress and One Blockchain data center plans. |
Recent news, including positive business combination updates and product expansions, has consistently been followed by negative 1-day price reactions, with only the weak-earnings release aligning negatively.
Over the last few months, Signing Day Sports has focused on its proposed business combination with One Blockchain and BlockchAIn and incremental product expansion. Multiple updates in October–December 2025 highlighted the 40 MW South Carolina data center, 2024 revenue of $22.9M and net income of $5.7M, and a planned 150 MW Texas facility, yet each was followed by single‑day share declines. The Q3 2025 update on Dec 5, 2025 showed lower revenue but narrower losses and also drew a negative reaction. Against this backdrop, the S‑4 filing announcement continued a pattern of selling into ostensibly constructive news.
Regulatory & Risk Context
An effective S-3 shelf filed on Aug 29, 2025 registered up to 1,297,322 shares with modeled gross proceeds between $1.62M and $2.59M at various offering prices, alongside existing warrants and options. While the shelf had not been used as of the latest data, it provides the company flexibility to raise capital via registered offerings, subject to market conditions and board decisions.
Market Pulse Summary
The stock dropped -18.0% in the session following this news. A negative reaction despite constructive language around the S‑4 filing and business combination would have fit a recent pattern, where four of the last five news events with generally positive framing led to 1‑day declines of up to -17.97%. The market has repeatedly discounted updates on the BlockchAIn transaction and product expansions, possibly reflecting focus on the company’s modest scale and prior operating losses. Existing S‑3 shelf capacity and potential future equity issuance could also have weighed on sentiment.
Key Terms
registration statement on form s-4 regulatory
proxy statement/prospectus regulatory
high-performance computing technical
bitcoin mining technical
AI-generated analysis. Not financial advice.
SCOTTSDALE, AZ, Dec. 01, 2025 (GLOBE NEWSWIRE) -- Signing Day Sports, Inc. (“Signing Day Sports” or the “Company”) (NYSE American: SGN), the developer of the Signing Day Sports app and platform dedicated to improving the recruiting process for high school athletes and college coaches, today announced the public filing of a Registration Statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”) by BlockchAIn Digital Infrastructure, Inc. (“BlockchAIn”), a newly formed Delaware corporation created for the purpose of consummating the Company’s previously announced business combination with One Blockchain LLC (“One Blockchain”). The filing follows the Company’s confidential submissions of drafts of the Registration Statement with the SEC on July 8, 2025, August 28, 2025, and September 24, 2025.
As previously disclosed, on May 27, 2025, Signing Day Sports entered into a Business Combination Agreement with BlockchAIn, One Blockchain, and certain other parties, as amended on November 10, 2025. The Registration Statement provides information on the proposed business combination and listing of BlockchAIn common shares on the NYSE American LLC (“NYSE American”) under the ticker symbol “AIB.”
“Today marks an important milestone in our progress toward completing the business combination with One Blockchain and launching BlockchAIn as a publicly traded company,” said Daniel Nelson, Chief Executive Officer and Chairman of Signing Day Sports. “Filing the Registration Statement reflects the coordinated effort, preparation, and discipline shown by both organizations throughout this process. From the beginning, it has been clear that this combination is a strategic alignment of vision and long-term objectives. Our teams have worked together with a shared sense of purpose, ensuring that each step has been executed thoroughly and on schedule.”
“Looking ahead, we believe the combined company will be well-positioned to leverage Signing Day Sports’ technology-driven recruitment platform alongside One Blockchain’s digital infrastructure and high-performance computing resources. This structure will provide greater financial flexibility and broader technical capabilities. It also gives us the ability to pursue scalable growth initiatives that were previously out of reach.”
“The transaction further enables us to accelerate innovation across our platform and enhance the tools we offer to student-athletes and coaches. It creates opportunities to expand into new markets and partnerships. With our anticipated improved operational capacity and access to the public markets, we are confident in our ability to advance key initiatives, strengthen our competitive position, and create long-term value for shareholders.”
“I am incredibly proud of the diligence and collaboration that have brought us to this point, and we remain focused on completing this transformative transaction and executing on the opportunities that lie ahead,” concluded Nelson.
Signing Day Sports, Inc.
Signing Day Sports' mission is to help student-athletes achieve their goal of playing college sports. Signing Day Sports' app allows student-athletes to build their Signing Day Sports recruitment profile, which includes information college coaches need to evaluate and verify them through video technology. For more information on Signing Day Sports, go to https://bit.ly/SigningDaySports.
One Blockchain LLC
One Blockchain is a developer and operator of digital infrastructure focused on Bitcoin mining and high-performance computing (HPC) hosting. One Blockchain’s operations are centered around its existing 40 MW data center facility in South Carolina, which is one of the largest single mining sites in the state. In 2024, this facility generated approximately
Additional Information and Where to Find It
In connection with the proposed business combination, BlockchAIn has filed the Registration Statement with the SEC, which includes a preliminary proxy statement of Signing Day Sports and a preliminary prospectus relating to the registration of shares of BlockchAIn. The Registration Statement has not yet been declared effective by the SEC. Following, and subject to, the Registration Statement being declared effective, the definitive proxy statement/prospectus will be mailed or otherwise disseminated to the stockholders of Signing Day Sports.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF SIGNING DAY SPORTS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS, AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, because they will contain important information about Signing Day Sports, One Blockchain, BlockchAIn, the proposed business combination, and related matters.
The proxy statement/prospectus and other relevant documents (when available), as well as any other filings made by BlockchAIn or Signing Day Sports with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of filings made with the SEC by Signing Day Sports by directing a written request to:
Signing Day Sports, Inc.
8355 East Hartford Rd., Suite 100
Scottsdale, AZ 85255
Investors and security holders are urged to read the proxy statement/prospectus and all other materials filed with the SEC when they become available before making any voting or investment decision regarding the proposed business combination.
Participants in the Solicitation
Signing Day Sports, and its directors, executive officers and certain other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from the stockholders of Signing Day Sports with respect to the proposed business combination and related matters. Information about the directors and executive officers of Signing Day Sports, including their ownership of shares of Signing Day Sports common stock, is included in Signing Day Sports’ Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on April 11, 2025 and amended on August 6, 2025. Additional information regarding the persons or entities who may be deemed participants in the solicitation of proxies from Signing Day Sports stockholders, including a description of their interests in the proposed business combination by security holdings or otherwise, will be included in the proxy statement/prospectus and other relevant documents to be publicly filed with the SEC when they become available. The managers and officers of One Blockchain do not currently hold any interests, by security holdings or otherwise, in Signing Day Sports.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction. No offering of securities in connection with the proposed business combination shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
This press release may contain "forward-looking statements" that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words 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, including without limitation, the parties’ ability to complete the transaction, the parties’ ability to integrate their respective businesses into a combined publicly listed company post-merger, the ability of the parties to obtain all necessary consents and approvals in connection with the transaction, obtain NYSE American clearance of a listing application in connection with the transaction, the parties’ ability to obtain their respective equity securityholders’ approval, obtain sufficient funding to maintain operations and develop additional services and offerings, market acceptance of the parties’ current products and services and planned offerings, competition from existing or new offerings that may emerge, impacts from strategic changes to the parties’ business on net sales, revenues, income from continuing operations, or other results of operations, the parties’ ability to attract new users and customers, the parties’ ability to retain or obtain intellectual property rights, the parties’ ability to adequately support future growth, the parties’ ability to comply with user data privacy laws and other current or anticipated legal requirements, and the parties’ ability to attract and retain key personnel to manage their business effectively. These risks, uncertainties and other factors are described more fully in the section titled “Risk Factors” of the Registration Statement and are expected to be further described in a proxy statement/prospectus to be publicly filed with the Securities and Exchange Commission relating to this transaction. See also the section titled “Risk Factors” in the Company’s periodic reports which are filed with the SEC. These risks, uncertainties and other factors are, in some cases, beyond the parties’ control and could materially affect results. If one or more of these risks, uncertainties or other factors become applicable, or if these 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. All subsequent written and oral forward-looking statements concerning Signing Day Sports, One Blockchain, or any of their affiliates, or other matters and attributable to Signing Day Sports, One Blockchain, any of their affiliates, or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
Investor Contacts:
Crescendo Communications, LLC
212-671-1020
SGN@crescendo-ir.com
FAQ
What did Signing Day Sports (SGN) file with the SEC on December 1, 2025?
What ticker will the combined company use if the merger completes?
How much revenue did One Blockchain's South Carolina facility generate in 2024?
Did the SEC declare the Registration Statement effective for SGN/BlockchAIn?
What approvals are still required to complete the SGN and One Blockchain transaction?
Where can SGN investors find the proxy statement and prospectus when available?
