UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): February
17, 2026
| SIGNING DAY SPORTS, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
|
001-41863 |
|
87-2792157 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 8355 East Hartford Rd., Suite 100, Scottsdale, AZ |
|
85255 |
| (Address of principal executive offices) |
|
(Zip Code) |
| (480) 220-6814 |
| (Registrant’s telephone number, including area code) |
| |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share |
|
SGN |
|
NYSE American LLC |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
As previously disclosed in its Current Reports on
Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 28, 2025, November 12, 2025, and December
22, 2025, Signing Day Sports, Inc., a Delaware corporation (“Signing Day Sports” or the “Company”), is party to
a Business Combination Agreement, dated as of May 27, 2025, among the Company, BlockchAIn Digital Infrastructure, Inc., a Delaware corporation
(“BlockchAIn”), One Blockchain LLC, a Delaware limited liability company (“One Blockchain”), BCDI Merger Sub I
Inc., a Delaware corporation and a wholly owned subsidiary of BlockchAIn (“Merger Sub I”), and BCDI Merger Sub II LLC, a Delaware
limited liability company and a wholly owned subsidiary of BlockchAIn (“Merger Sub II”), as amended by Amendment No. 1 to
the Business Combination Agreement, dated as of November 10, 2025, between Signing Day Sports and One Blockchain, as amended by Amendment
No. 2 to the Business Combination Agreement, dated as of December 21, 2025, by and among the Company, BlockchAIn, One Blockchain, Merger
Sub I, and Merger Sub II (as amended, the “Business Combination Agreement”).
On February 17, 2026, the Company issued a press release
announcing that the SEC had declared the registration statement on Form S-4 (the “Registration Statement”) that was filed
in connection with the transactions contemplated by the Business Combination Agreement (the “Business Combination”) effective
as of January 30, 2026, and that a special meeting of stockholders of record as of January 20, 2026 will be held on March 13, 2026 (the
“Special Meeting”), in order to consider and vote on proposals relating to the Business Combination. A copy of the press release
is attached hereto as Exhibit 99.1.
The information furnished pursuant to this Item 7.01
(including Exhibit 99.1 hereto), shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except
as expressly set forth by specific reference in such a filing.
Additional Information and Where to Find It
Pursuant to the Business Combination Agreement, BlockchAIn
has filed relevant materials with the SEC, including a Registration Statement on Form S-4 (the “Registration Statement”) to
register the common shares of BlockchAIn to be issued in connection with the proposed Business Combination, and is expected to file a
definitive proxy statement of the Company and a prospectus of BlockchAIn (the “Proxy Statement/Prospectus”) on or about February
17, 2026. The Registration Statement has been declared effective by the SEC. The Proxy Statement/Prospectus is expected to be sent
to the Signing Day Sports Stockholders to seek their approval of the proposed Business Combination. Each of BlockchAIn, One Blockchain,
and Signing Day Sports may file with the SEC other relevant documents concerning the proposed transaction. 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 ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ONE BLOCKCHAIN, SIGNING DAY SPORTS, THE PROPOSED BUSINESS COMBINATION, AND RELATED
MATTERS. The Registration Statement, the Proxy Statement/Prospectus, and any other documents filed by BlockchAIn, One Blockchain, and
Signing Day Sports with the SEC, may be obtained free of charge at the SEC website at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed 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.
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 Signing Day Sports Stockholders with respect to the 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, 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, as 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 Business Combination by security holdings or otherwise, is
included in the Proxy Statement/Prospectus and other relevant documents that are or will be publicly filed with the SEC when they become
available. The directors, managers and officers of One Blockchain and 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, or pursuant to an exemption from,
or in a transaction not subject to, such registration requirements.
Forward-Looking Statements
The press release attached as Exhibit 99.1 hereto
and the statements contained therein include “forward-looking” statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act, which statements involve substantial risks and uncertainties. Forward-looking statements generally
relate to future events or the Company’s future financial or operating performance. In some cases, you can identify these statements
because they contain words such as “may,” “will,” “believes,” “expects,” “anticipates,”
“estimates,” “projects,” “intends,” “should,” “seeks,” “future,”
“continue,” “plan,” “target,” “predict,” “potential,” or the negative of such
terms, or other comparable terminology that concern the Company’s expectations, strategy, plans, or intentions. Forward-looking
statements relating to expectations about future results or events are based upon information available to the Company as of today’s
date and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations
discussed. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods
are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, including,
without limitation, the parties’ ability to complete the Business Combination, 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 Business Combination, obtain stock exchange clearance of a listing application in connection with the Business
Combination, 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 further
described in the Proxy Statement/Prospectus. 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
the Company, BlockchAIn, One Blockchain, or any of their affiliates, or other matters and attributable to the Company, BlockchAIn, One
Blockchain, any of their affiliates, or any person acting on their behalf are expressly qualified in their entirety by the cautionary
statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements to reflect
events or circumstances that may arise after the date hereof, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description of Exhibit |
| 99.1 |
|
Press Release dated February 17, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: February 17, 2026 |
SIGNING DAY SPORTS, INC. |
| |
|
| |
/s/ Daniel Nelson |
| |
Name: |
Daniel Nelson |
| |
Title: |
Chief Executive Officer |
