Signing Day Sports Provides Transaction Update on Proposed Business Combination with BlockchAIn Digital Infrastructure

Rhea-AI Summary

Signing Day Sports (NYSE American: SGN) provided an update on its proposed business combination with BlockchAIn Digital Infrastructure, confirming a Registration Statement on Form S-4 was filed on Dec 1, 2025 and amended on Dec 23, 2025. The company said the transaction is planned to close in February or March 2026, subject to closing conditions including shareholder approval and NYSE American listing approval. The deal is expected to make Signing Day Sports a wholly owned subsidiary of BlockchAIn and give the company access to scalable digital infrastructure aimed at supporting AI, HPC, and data‑intensive applications while preserving its mission and brand.

Positive

• Registration Statement on Form S-4 filed Dec 1, 2025 and amended Dec 23, 2025
• Planned closing window of February or March 2026
• Access to scalable digital infrastructure for AI and HPC workloads

Negative

• Transaction closing is subject to shareholder approval
• Closing also contingent on NYSE American listing approval
• Transaction will result in Signing Day Sports becoming a wholly owned subsidiary

Key Figures

Expected closing window February or March 2026 Planned closing of BlockchAIn business combination, subject to conditions

Business Combination Agreement date May 27, 2025 Original execution date of agreement with BlockchAIn and affiliates

Amendment dates November 10, 2025 and December 21, 2025 Amendments to Business Combination Agreement

Form S-4 filing date December 1, 2025 Initial public filing of Registration Statement on Form S-4

Form S-4 amendment date December 23, 2025 Amendment to Registration Statement on Form S-4

Market Reality Check

$0.4802 Last Close

Volume Volume 1,135,902 is 4.89x the 20-day average of 232,492, indicating elevated interest ahead of the combination timeline update. high

Technical Shares at $0.498 are trading below the 200-day MA of $1.28, despite today’s 7.79% gain.

Peers on Argus 2 Up

SGN gained 7.79% with strong volume while peers were mixed: MASK and SOPA rose sharply (about 25% each), while ELWS and FTFT declined. Scanner flags this as stock-specific rather than a broad sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 05	Deal shareholder letter	Positive	-4.8%	Detailed AI/HPC infrastructure opportunity and economics of BlockchAIn deal.
Dec 01	S-4 filing news	Positive	-18.0%	Announcement of Form S-4 filing and planned AIB listing for combination.
Nov 12	Earnings update	Negative	-9.2%	Lower revenue, ongoing net loss and limited scale despite cost reductions.
Oct 09	Product expansion	Positive	-1.7%	Launch of college basketball recruitment technology and inaugural combine.
Oct 08	Deal progress	Positive	-2.8%	Progress update on business combination and AI/Bitcoin infrastructure plans.

Pattern Detected

Recent history shows SGN often traded lower on positive strategic and deal updates, with only one of the last five news events showing price action aligned with news tone.

Recent Company History

Over the past few months, Signing Day Sports has repeatedly highlighted its planned combination with BlockchAIn/One Blockchain and incremental product progress. On Oct 8, 2025 and Dec 1, 2025, the company detailed business combination structures and the Form S-4 filing, yet shares fell after both updates. Product expansion into basketball on Oct 9, 2025 and an AI/HPC-focused shareholder letter on Dec 5, 2025 also followed with negative reactions. Today’s transaction-timing update contrasts with that pattern, coming alongside a pre-news price move of +7.79% and heavy volume.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-08-29

$1.62M, $1.99M, $2.27M and $2.59M modeled gross proceeds scenarios from the S-3 shelf. registered capacity

An effective S-3 shelf filed on Aug 29, 2025 registers up to 1,297,322 shares with several modeled gross proceeds scenarios and references existing warrants and options. With 0 recorded usages and the shelf not yet effective, it still represents additional authorized capacity that could be drawn on alongside the separate S-1 offering filed on Jan 05, 2026.

Market Pulse Summary

The stock dropped -10.0% in the session following this news. A negative reaction despite constructive deal progress would have fit a recent pattern where SGN often traded lower on positive updates about the BlockchAIn transaction. Past announcements in October and December 2025 describing S-4 progress and AI/HPC infrastructure opportunities were followed by declines. With shares still trading below the 200-day MA of $1.28 and additional registered equity capacity available, investors could have focused on long-term dilution and execution risks rather than the announced closing timeline.

Key Terms

registration statement on form s-4 regulatory

"filing by BlockchAIn Inc. of a Registration Statement on Form S-4 with the U.S."

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

nyse american regulatory

"including shareholder approval and NYSE American listing approval."

NYSE American is a stock exchange where companies can list their shares to be bought and sold by investors. It functions like a marketplace, helping businesses raise money and providing investors with opportunities to buy ownership in these companies. Its role is important because it facilitates the trading of smaller or emerging companies, offering investors access to a broader range of investment options.

artificial intelligence (ai) technical

"infrastructure designed to support artificial intelligence (AI), high-performance"

Artificial intelligence (AI) is the development of computer systems that can perform tasks typically requiring human intelligence, such as understanding language, recognizing patterns, and making decisions. For investors, AI can enhance how businesses analyze data, automate processes, and innovate, potentially leading to increased efficiency and new opportunities in the market.

high-performance computing (hpc) technical

"support artificial intelligence (AI), high-performance computing (HPC), and other"

High-performance computing (HPC) involves using powerful computers to process complex data and run large-scale calculations much faster than regular computers. It helps organizations solve challenging problems, such as predicting market trends or analyzing scientific data, enabling quicker decision-making. For investors, HPC can highlight advancements in technology and innovation that may impact various industries and market opportunities.

business combination agreement financial

"Signing Day Sports entered into a Business Combination Agreement with BlockchAIn"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

AI-generated analysis. Not financial advice.

Progress of Transaction ; Closing Anticipated in February or March 2026

SCOTTSDALE, AZ, Jan. 07, 2026 (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 provided an update on its previously announced proposed business combination with BlockchAIn Digital Infrastructure, Inc. (“BlockchAIn Inc.”) and its affiliate, One Blockchain LLC (collectively, “BlockchAIn”).

As previously disclosed, Signing Day Sports entered into a Business Combination Agreement with BlockchAIn and certain affiliates of BlockchAIn on May 27, 2025, as amended on November 10, 2025 and December 21, 2025. The transaction has progressed with the public filing by BlockchAIn Inc. of a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”) on December 1, 2025, as amended on December 23, 2025 (as amended from time to time, the “Registration Statement”). The Company is planning for the closing of the transaction to take place in February or March 2026, subject to certain closing conditions, including shareholder approval and NYSE American listing approval.

The proposed transaction is expected to result in Signing Day Sports becoming a wholly owned subsidiary of BlockchAIn Inc., providing the Company with access to scalable, high-performance digital infrastructure designed to support artificial intelligence (AI), high-performance computing (HPC), and other data-intensive applications, while preserving Signing Day Sports’ mission, brand, and core operations.

“As we enter the new year, we are committed to the completion of the transaction with BlockchAIn, which is expected to close in February or March 2026, subject to certain closing conditions,” said Daniel Nelson, Chief Executive Officer and Chairman of Signing Day Sports. “Strategically, we view this transaction as an opportunity to broaden the capabilities that support our platform. By pairing our technology-driven recruiting ecosystem with scalable digital infrastructure, we believe we can enhance performance, expand flexibility, and support future innovation.”

“The combination is expected to provide access to infrastructure resources that support the continued evolution of our platform, improve operational efficiency, and create additional flexibility as we evaluate future initiatives aligned with our long-term growth strategy. At the same time, we remain focused on delivering value today by continuing to scale our combine footprint, strengthening the tools available to student-athletes and coaches, and positioning the Company for sustainable long-term growth.”

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.

Forward-Looking Statements

This press release contains "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 stock exchange clearance of a listing application in connection with the transaction, the parties’ ability to obtain their respective equity securityholders’ approval, and 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 SEC 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, BlockchAIn, or any of their affiliates, or other matters and attributable to Signing Day Sports, 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

When is the Signing Day Sports (SGN) business combination with BlockchAIn expected to close?

The company expects the transaction to close in February or March 2026, subject to closing conditions.

Has BlockchAIn filed the required SEC registration for the SGN transaction?

Yes; a Registration Statement on Form S-4 was filed on Dec 1, 2025 and amended on Dec 23, 2025.

What approvals does the SGN–BlockchAIn deal still require before closing?

The transaction requires shareholder approval and NYSE American listing approval, among other closing conditions.

How will the BlockchAIn combination affect Signing Day Sports’ business operations?

The combination is expected to provide access to scalable digital infrastructure to support AI, HPC, and data‑intensive applications while preserving the company's mission and brand.

Will Signing Day Sports remain a public company after the BlockchAIn transaction?

The company is expected to become a wholly owned subsidiary of BlockchAIn, which would change its current standalone public status.