SIGNING DAY SPORTS INC SEC Filings

Signing Day Sports, Inc. reported that it has issued a press release updating investors on a proposed business combination with BlockchAIn Digital Infrastructure, Inc. and One Blockchain LLC under their existing Business Combination Agreement, as amended. The update relates to the overall structure of the business combination and related transactions.

The companies are pursuing the transaction through a Registration Statement on Form S-4 filed by BlockchAIn with the SEC, which currently includes a preliminary proxy statement for Signing Day Sports stockholders and a preliminary prospectus for BlockchAIn shares, but has not yet been declared effective. Once effective, a definitive proxy statement/prospectus is expected to be sent to Signing Day Sports stockholders, who are urged to read it carefully because it will contain important information about the companies and the proposed transaction.

The disclosure also highlights that directors and officers of Signing Day Sports may be deemed participants in the proxy solicitation, and it emphasizes that the communication is not an offer to sell or buy securities. Extensive forward-looking statement language outlines that completing the transactions, obtaining approvals and funding, integrating the businesses, and achieving growth remain subject to significant risks and uncertainties.

Signing Day Sports, Inc. reported that it issued a press release updating the status of its proposed business combination with BlockchAIn Digital Infrastructure, Inc. and One Blockchain LLC under an existing Business Combination Agreement. The update relates to the overall business combination and related transactions described in that agreement and its amendments.

BlockchAIn has filed a registration statement with the SEC that includes a preliminary proxy statement for Signing Day Sports stockholders and a preliminary prospectus for BlockchAIn shares, but that registration statement has not yet been declared effective. Once it becomes effective, definitive proxy and prospectus materials are expected to be sent to Signing Day Sports stockholders, who are urged to read them carefully because they will contain important information about the companies, the proposed merger, and related matters.

The disclosure also explains how investors can obtain these SEC materials free of charge, clarifies that the communication is not an offer to sell or solicit the purchase of securities, and highlights that the press release and related statements contain forward-looking statements subject to significant risks and uncertainties described in the registration statement and the company’s SEC reports.

Signing Day Sports, Inc. is registering 6,034,482 shares of common stock, related pre-funded warrants, and up to 30,951,543 shares of common stock issuable upon the exercise of pre-funded warrants, investor warrants and representative’s warrants in an underwritten public offering. Each share (or pre-funded warrant) is sold with a warrant, with an assumed combined price of $1.16 and a warrant exercise price of $1.39.

The warrants include a short-dated “zero cash exercise” feature in January 2026 that could result in up to 24,113,286 shares being issued without the company receiving further cash, and representative’s warrants that could add up to 803,775 shares on the same basis. Net cash proceeds from the offering are estimated at about $6.25 million, with roughly $4.37 million earmarked for Signing Day Sports’ working capital and $1.88 million reserved for One Blockchain’s working capital.

The company reports recurring losses, a large accumulated deficit and very limited cash, and management has expressed substantial doubt about its ability to continue as a going concern without new funding. The offering occurs alongside a planned business combination with BlockchAIn Digital Infrastructure, after which current stockholders are expected to hold about 8.5% of the combined company.

Signing Day Sports, Inc. entered into a second amendment to its Business Combination Agreement with One Blockchain LLC, BlockchAIn Digital Infrastructure, Inc., and related merger subsidiaries. The amendment mainly adjusts timing and governance for the proposed business combination. The date on which either Signing Day Sports or One Blockchain may terminate the agreement if closing conditions are not met is extended from December 31, 2025 to February 17, 2026, with a further extension to April 30, 2026 if BlockchAIn’s Form S-4 registration statement is declared effective by that Outside Date. The amendment also removes a prior provision that would have allowed One Blockchain to request issuance of a series of super voting preferred shares to Signing Day Sports stockholders as of the record date for the special meeting to approve the transaction. Investors are directed to the pending S-4 registration statement and future proxy materials for detailed information on the proposed merger.

Signing Day Sports, Inc. reported that it entered into Amendment No. 2 to its Business Combination Agreement with One Blockchain LLC and related entities. The amendment extends the date on which either party may terminate the agreement if closing conditions are not met from December 31, 2025 to February 17, 2026, with a further extension to April 30, 2026 if the Registration Statement on Form S-4 is declared effective by the SEC by the new outside date. The amendment also removes a prior provision that would have allowed One Blockchain to request issuance of a series of super voting preferred shares to Signing Day Sports stockholders as of the record date for the special meeting to approve the transaction. BlockchAIn has filed the Registration Statement, which is not yet effective, and a definitive proxy statement/prospectus will be sent to stockholders after it becomes effective.

Signing Day Sports, Inc. filed a Form S-8 to register 906,250 additional shares of its common stock for issuance under its Amended and Restated 2022 Equity Incentive Plan, as amended. This follows stockholder approval of Amendment No. 1 to the plan at the November 17, 2025 annual meeting, which increased the number of shares reserved for issuance under the plan by 906,250 shares, bringing the plan reserve from 93,750 to 1,000,000 shares. These newly registered shares are the same class of common stock as shares previously registered on earlier Form S-8 registration statements for this plan.

Signing Day Sports, Inc. reported that it issued a press release with a letter to stockholders about its proposed business combination with BlockchAIn Digital Infrastructure, Inc. and One Blockchain LLC under a Business Combination Agreement originally dated May 27, 2025 and amended November 10, 2025. The letter relates to the planned merger and related transactions.

The companies note that BlockchAIn has filed a registration statement with the SEC containing a preliminary proxy statement for Signing Day Sports stockholders and a preliminary prospectus for BlockchAIn shares, which has not yet been declared effective. Stockholders are urged to read the definitive proxy statement/prospectus when available before voting. The filing also explains that directors and officers of Signing Day Sports may be deemed participants in the proxy solicitation and includes extensive forward-looking statement warnings highlighting risks such as completing the transactions, obtaining regulatory and shareholder approvals, securing funding, executing data facility expansion plans, competing in the market, complying with data privacy laws, and retaining key personnel.

Signing Day Sports, Inc. announced that BlockchAIn Digital Infrastructure, Inc. has publicly filed a Registration Statement on Form S-4 with the SEC for a proposed business combination between the two companies and related transactions under their amended Business Combination Agreement. The S-4 includes a preliminary proxy statement for Signing Day Sports stockholders and a preliminary prospectus for BlockchAIn shares, and has not yet been declared effective. Once effective, a definitive proxy statement/prospectus would be sent to stockholders, who are urged to read it carefully before voting. The companies highlight numerous risks that could affect completion and performance of the combined business, including securing required approvals, financing expansion plans, funding ongoing operations, market acceptance of products, competition, regulatory compliance and the ability to attract and retain key personnel.

Signing Day Sports, Inc. (SGN) reported results of its 2025 annual stockholder meeting. Stockholders approved an amendment to the company’s Amended and Restated 2022 Equity Incentive Plan, increasing the maximum aggregate number of shares of common stock available for awards under the plan from 93,750 shares to 1,000,000 shares, significantly expanding the equity pool for employees and directors.

All five director nominees were elected and BARTON CPA PLLC was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2025. Stockholders also approved the issuance of 20% or more of the company’s issued and outstanding common stock as of July 21, 2025 under a Purchase Agreement with Helena Global Investment Opportunities 1 Ltd. In addition, they approved a proposal allowing adjournment of the meeting if needed to solicit additional proxies.