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): January 7, 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. |
On January
7, 2026, Signing Day Sports, Inc., a Delaware corporation (“Signing Day Sports” or the “Company”), issued a press
release providing an update relating to a proposed business combination (“Business Combination”) and certain related transactions
(collectively, “Transactions”) contemplated under the 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”). A copy of the press release is furnished 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 a Registration Statement on Form S-4 (as amended from time to time, the “Registration
Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), which contains a preliminary proxy statement
of Signing Day Sports and a preliminary prospectus for registration of shares of BlockchAIn. The Registration Statement has not been
declared effective by the SEC. Following and subject to the Registration Statement being declared effective by the SEC, its definitive
proxy statement/prospectus would be mailed or otherwise disseminated to Signing Day Sports stockholders. BEFORE MAKING ANY VOTING DECISION,
INVESTORS AND SECURITY HOLDERS OF SIGNING DAY SPORTS ARE URGED TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ONE BLOCKCHAIN, SIGNING DAY SPORTS, THE PROPOSED BUSINESS COMBINATION,
AND RELATED MATTERS. The proxy statement/prospectus and other relevant materials (when they become available), and any other documents
filed by 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. Investors and security holders are urged
to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment
decision with respect to 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 Transactions 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 Transactions
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.
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 Transactions, 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 Transactions, obtain stock exchange clearance of a listing application in connection
with the Transactions, 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 the Transactions.
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,
or any of their affiliates, or other matters and attributable to the Company, 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 January 7, 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: January
7, 2026 |
SIGNING DAY SPORTS, INC. |
| |
|
| |
/s/ Daniel Nelson |
| |
Name: |
Daniel Nelson |
| |
Title: |
Chief Executive Officer |
