true
0001898474
0001898474
2025-07-21
2025-07-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No.
1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported) July 21, 2025
| 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) |
Registrant’s telephone number, including area code (480)
220-6814
| |
| (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, par value $0.0001 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.
EXPLANATORY NOTE
On July 22, 2025, Signing Day Sports, Inc., a
Delaware corporation (the “Company” or “Signing Day Sports”), filed a Current Report on Form 8-K (the “Original
Form 8-K”) with the U.S. Securities and Exchange Commission (the “SEC”). This Amendment No. 1 to Current Report on
Form 8-K/A amends, updates and restates the Original Form 8-K in its entirety.
Item 1.01 Entry into a Material Definitive Agreement.
On July 21, 2025, Signing Day Sports entered
into a Purchase Agreement, dated as of July 21, 2025 (the “Helena Purchase Agreement”), between Signing Day Sports and Helena
Global Investment Opportunities 1 Ltd. (“Helena”). Under the Helena Purchase Agreement, the Company has the right, but not
the obligation, to direct Helena to purchase up to $10 million (the “Helena Commitment Amount”) in shares of common stock
of Signing Day Sports, $0.0001 par value per share (“Signing Day Sports common stock”), subject to the terms and conditions
contained in the Helena Purchase Agreement (“Helena Purchase Shares”).
Pursuant to the Helena Purchase Agreement, the
Company will be required to file a registration statement with the SEC registering the resale of Signing Day Sports common stock and
any securities issued or issuable to Helena from time to time under the Helena Purchase Agreement (the “Helena Registrable Securities”)
within 30 calendar days of the date of the Helena Purchase Agreement, and to have such registration statement be declared effective by
the SEC within 90 calendar days of the date of the Helena Purchase Agreement. Under a Limited Waiver Agreement, dated as of August 18,
2025, between the Company and Helena (the “Limited Waiver Agreement”), Helena waived the filing deadline of such registration
statement, provided that such registration statement has been filed by September 3, 2025. The Company must also file one or more additional
registration statements for the resale of the Helena Registrable Securities if necessary.
During the term of the Helena Purchase Agreement,
the Company may direct Helena to purchase a certain portion of the Helena Commitment Amount (“Helena Advance”) by delivering
a notice (“Helena Advance Notice”) to Helena. The Company shall, in its sole discretion, select the amount of the Helena
Advance requested by the Company in each Helena Advance Notice. However, each requested Helena Advance may not exceed the lesser of (i)
100% of the average of the Daily Value Traded (as defined in the Helena Purchase Agreement) of the Signing Day Sports common stock over
the ten trading days immediately preceding a Helena Advance Notice, or (ii) $5,000,000, subject to modification by the parties’
mutual prior written consent.
If no Helena Advance Notice is pending settlement
at the time that the Company issues a Helena Advance Notice, then the purchase price to be paid by Helena for the Helena Purchase Shares
will be 98% of the lowest daily VWAP (as defined in the Helena Purchase Agreement) of the Signing Day Sports common stock during the
three trading days commencing on the date of Helena’s receipt of the Helena Purchase Shares relating to such Helena Advance Notice.
If a Helena Advance Notice is pending settlement at the time that the Company issues a Helena Advance Notice, then the purchase price
to be paid by Helena for the Helena Purchase Shares will be 95% of the VWAP of the Signing Day Sports common stock on the same trading
day that the Helena Advance Notice is received by Helena, or the next trading day in the event the Helena Advance Notice is received
after 8:30 a.m. Eastern Time subject to the mutual written consent of the Company and the Investor.
Each Helena Advance is subject to the following
limitations: (1) The Company may not conduct a sale under the Helena Purchase Agreement to the extent that the effect would be the purchase
and sale of an aggregate number of shares of Signing Day Sports common stock that would exceed 19.99% of the outstanding shares of Signing
Day Sports common stock as of the date of the Helena Purchase Agreement (the “Helena Exchange Cap”), until the Company obtains
the requisite stockholder approval for issuances in excess of the Helena Exchange Cap; (2) no Helena Advance may cause the aggregate
number of shares of Signing Day Sports common stock beneficially owned (as calculated pursuant to Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)), by Helena and its affiliates as a result of previous issuances and sales of
shares of Signing Day Sports common stock to Helena under the Helena Purchase Agreement to exceed 4.99% of the then issued and outstanding
shares of Signing Day Sports common stock; and (3) no Helena Advance may be in excess of the Helena Registrable Securities covered by
an effective registration statement.
In consideration for Helena’s execution
and delivery of the Helena Purchase Agreement, the Company issued 50,000 shares of Signing Day Sports common stock to Helena (the “Commitment
Fee Shares”), having an aggregate value, as of July 21, 2025, of $97,000, within one business day of the date of the authorization
of such issuance by the NYSE American LLC (“NYSE American”). The Commitment Fee Shares were deemed fully earned on the date
of the Helena Purchase Agreement. In addition, the Company will be responsible for up to $25,000 of Helena’s customary due diligence
and legal fees in connection with the Helena Purchase Agreement.
The Company will be prohibited from
conducting any Variable Rate Transaction (as defined in the Helena Purchase Agreement) from the date of the Helena Purchase
Agreement to the earlier of the date that is (i) 12 months after the effective date of the initial registration statement covering
the resale of the Helena Registrable Securities or (ii) two months after any termination of the Helena Purchase Agreement, subject
to certain limited exceptions.
The term of the Helena Purchase Agreement began
on the date of execution and ends on the earlier of (i) the first day of the month following the 36-month anniversary of the date of
the Helena Purchase Agreement, (ii) the date on which Helena shall have made payment for Helena Advances equal to the Helena Commitment
Amount, (iii) by the Company upon five trading days’ prior written notice to Helena, provided that there are no outstanding Helena
Advance Notices, the Company has paid all amounts owed to Helena pursuant to the Helena Purchase Agreement, including the Commitment
Fee Shares, or (iv) by mutual written consent.
The Helena Purchase Agreement contains customary
representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants
contained in such agreements were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the
parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
Pursuant to a Placement Agency Agreement,
dated as of July 21, 2025 (the “Placement Agency Agreement”), between the Company and Maxim Group LLC (“Maxim
Group”), Maxim Group is serving as the exclusive placement agent for the Company in connection with the transactions contemplated
by the Helena Purchase Agreement. Pursuant to the Placement Agency Agreement, the Company will pay Maxim Group a cash fee equal
to 3.5% of the gross proceeds received by the Company pursuant to the Helena Purchase Agreement. In addition, the Company shall reimburse
Maxim Group for all travel and other out-of-pocket expenses incurred, including the reasonable fees, costs and disbursements of its legal
counsel, in an amount not to exceed an aggregate of $50,000, provided that such limit shall be $25,000 in aggregate in the event that
the Placement Agency Agreement is terminated prior to consummation of the transactions contemplated by the Helena Purchase Agreement.
The Helena Purchase Agreement, the Limited Waiver
Agreement, and the Placement Agency Agreement are filed as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3 to this Current Report on Form
8-K/A, and the description above of the material terms of the Helena Purchase Agreement, the Limited Waiver Agreement, and the Placement
Agency Agreement is qualified in its entirety by reference to each such exhibit.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of
this Current Report on Form 8-K/A is incorporated hereby reference.
The securities that may be issued by the Company
to Helena under the Helena Purchase Agreement are being offered and sold by the Company to Helena in a transaction that is exempt from
the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2)
of the Securities Act and Rule 506(b) of Regulation D thereunder. In the Helena Purchase Agreement, Helena represented to the Company,
among other things, that it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the
Securities Act). Accordingly, the offer and sale by the Company of the securities that may be issued and sold to Helena under the Helena
Purchase Agreement have not been and will not be registered under the Securities Act or any applicable state securities or “Blue
Sky” laws and, therefore, such securities may not be offered or sold in the United States absent registration or an exemption from
registration under the Securities Act and any applicable state securities or “Blue Sky” laws.
This Current Report on Form 8-K/A shall not constitute
an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of any securities of
the Company in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other jurisdiction.
Item 8.01 Other Events.
As previously reported in the Current Report
on Form 8-K filed by Signing Day Sports with the SEC on May 28, 2025 (the “Prior Form 8-K”), on May 27, 2025, the Company
entered into a Business Combination Agreement (the “Business Combination Agreement”) with BlockchAIn Digital Infrastructure,
Inc., a Delaware corporation (“BlockchAIn” or the “Combined Company”), 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”).
The Business Combination Agreement provides that,
upon the terms and subject to the conditions set forth therein, the parties will effect a business combination transaction in which:
(a) Merger Sub I will merge with and into Signing Day Sports (the “First Merger”), with Signing Day Sports surviving the
First Merger as a direct wholly owned subsidiary of BlockchAIn; and (b) Merger Sub II will merge with and into One Blockchain (the “Second
Merger” and, together with the First Merger, the “Business Combination,” and, together with the other transactions
contemplated by the Business Combination Agreement, the “Transactions”), with One Blockchain surviving the Second Merger
as a direct wholly owned subsidiary of BlockchAIn. At the effective time of the First Merger, each outstanding share of Signing Day Sports
common stock will be automatically canceled and converted into the right to receive a common share, $0.0001 par value per share, of BlockchAIn
(collectively, “BlockchAIn common shares” or “BlockchAIn common stock”). Each outstanding Signing Day Sports
option and warrant will be assumed by BlockchAIn and converted into options and warrants, respectively, to acquire BlockchAIn common
shares, with the same terms and conditions, including exercise price, and each assumed option will immediately become fully vested. At
the effective time of the Second Merger, the outstanding membership interests of One Blockchain (collectively, “One Blockchain
membership interests”) will be canceled and converted into the right to receive a number of BlockchAIn common shares equal to the
quotient of the total number of shares of Signing Day Sports common stock outstanding immediately prior to the First Merger on a fully
diluted and as-converted basis, not including certain out-of-the-money derivative securities, divided by 0.085, less the total number
of BlockchAIn common shares that the shares of Signing Day Sports common stock will be converted into the right to receive at the effective
time of the First Merger, subject to certain adjustments.
The Business Combination Agreement provides for
the issuance of additional BlockchAIn common shares (the “Earnout Shares”) to Tiger Cloud LLC, a Delaware limited liability
company (“Tiger Cloud”), and VCV Digital Solutions LLC, a Delaware limited liability company (“VCV Digital” and
together with Tiger Cloud, the “One Blockchain Securityholders”), who hold One Blockchain membership interests immediately
prior to the closing of the Business Combination (the “Closing”) (which is expected to occur in the fourth quarter of 2025)
if the net income plus interest, taxes, depreciation and amortization of BlockchAIn for the fiscal year ending December 31, 2026 (“2026
EBITDA”) equals or exceeds $25 million. The Earnout Shares will equal 11.628% of the total number of BlockchAIn common shares issued
to the One Blockchain Securityholders at the Closing, subject to adjustment. Tiger Cloud and VCV Digital may receive up to 2,384,282
and 2,384,282 additional BlockchAIn common shares, respectively, if the Earnout Shares are issued (subject to adjustment). If the conditions
for the issuance of the Earnout Shares are met, the Earnout Shares will be issued within ten calendar days following the date on which
BlockchAIn files its annual report for its 2026 fiscal year with the SEC.
In addition, the Business Combination Agreement
provides that BlockchAIn will issue to Maxim Partners LLC (“Maxim Partners”) (or its designees) a number of BlockchAIn common
shares equal to 3.5% of the total transaction enterprise value at the Closing, and, if applicable, 3.5% of the Earnout Shares, in accordance
with the M&A Advisory Agreement between One Blockchain c/o VCV Digital and Maxim Group dated January 29, 2025 (the “Advisory
Agreement”). The number of BlockchAIn common shares issued to Maxim Partners (or its designees) will reduce only the equity ownership
otherwise allocable to the holders of One Blockchain membership interests. Maxim Group, as the designee of Maxim Partners, may receive
up to 172,953 additional BlockchAIn common shares if the Earnout Shares are issued (subject to adjustment).
The number of BlockchAIn common shares offered
in connection with the Closing is expected to be 46,444,482 (subject to adjustment) and the price per BlockchAIn common share is expected
to be approximately $5.06 (subject to adjustment). The value of the consideration that the Signing Day Sports Stockholders and the One
BlockchAIn Securityholders will receive at the Closing are expected to be approximately $19,975,772 and $207,510,145 (subject to adjustment),
respectively. The value of the consideration that Tiger Cloud and VCV Digital will receive at the Closing are expected to be approximately
$103,755,073 and $103,755,073 (subject to adjustment), respectively. The value of the consideration that Jerry Tang will receive at the
Closing, through his control of the shares to be issued to Tiger Cloud and VCV Digital, is expected to be approximately $142,974,489
(subject to adjustment). The aggregate value of the consideration that Maxim Group will receive at the Closing is expected to be approximately
$7,523,164 (subject to adjustment).
The Business Combination Agreement provides that
BlockchAIn may adjust the number of BlockchAIn common shares into which the shares of Signing Day Sports common stock and the One Blockchain
membership interests may be converted so long as the aggregate number of BlockchAIn common shares that the Signing Day Sports stockholders
(the “Signing Day Sports Stockholders”) are entitled to receive pursuant to the terms of the Business Combination Agreement
will be at least 8.5% of the BlockchAIn common shares that are outstanding on a fully diluted basis immediately after the Closing (excluding
any out-of-the-money options and warrants) and (ii) such adjustment does not have a negative impact on the qualification of the BlockchAIn
common shares to become listed on the NYSE American LLC (the “NYSE American”).
For a description of certain additional terms
and conditions that are contained in the Business Combination Agreement, see the Prior Form 8-K, which is incorporated by reference herein.
Attached hereto as Exhibit 99.1 is a
document describing certain risk factors related to Signing Day Sports, One Blockchain, BlockchAIn, and the Business Combination.
Attached hereto as Exhibit 99.2 are the audited financial statements of One Blockchain (formerly known as BV Power Alpha LLC) as of
December 31, 2024 (successor) and 2023 (predecessor), the related consolidated statements of income, statements of members’
equity, and statements of cash flows for the successor period from February 8, 2024 to December 31, 2024, the predecessor period
from January 1, 2024 to February 7, 2024, and the year ended December 31, 2023 (predecessor), the notes related thereto, and the
Report of Independent Registered Public Accounting Firm Berkowitz Pollack Brant Advisors + CPAs, dated May 27, 2025 (August 28, 2025
as to the effects of the restatement discussed in Note 2 to the financial statements relating thereto). Attached hereto as Exhibit
99.3 are the unaudited financial statements of One Blockchain as of June 30, 2025 (successor) and December 31, 2024 (successor), and
for the three months ended June 30, 2025 and 2024 (successor) and six months ended June 30, 2025 (successor), and period from
February 8, 2024 to June 30, 2024 (successor), and period from January 1, 2024 to February 7, 2024 (predecessor), the notes related
thereto, and the Review Report of Independent Registered Public Accounting Firm Berkowitz Pollack Brant Advisors + CPAs, dated
August 28, 2025. Attached hereto as Exhibit 99.4 is a document entitled “Management’s Discussion and Analysis of
Financial Condition and Results of Operations of One Blockchain LLC”, which relates to the periods covered by the
financial statements contained in Exhibit 99.2 and Exhibit 99.3 hereto. Attached hereto as Exhibit 99.5 is pro forma financial
information of Signing Day Sports and One Blockchain as of June 30, 2025 and for the six months ended June 30, 2025 and the fiscal
year ended December 31, 2024, and the notes related thereto, giving effect to the Transactions.
Additional Information and Where to Find It
Pursuant to the Business Combination Agreement,
BlockchAIn plans to publicly file or cause to be publicly filed relevant materials with the SEC, including a registration statement on
Form S-4 (the “Registration Statement”), which will contain a proxy statement of Signing Day Sports and a prospectus for
registration of shares of BlockchAIn. The Registration Statement has not been publicly filed with or 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 filed
with the SEC and 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, filed with the SEC on April 11, 2025, as amended by the Annual Report on Form 10-K/A filed with the SEC 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 and mailed or otherwise disseminated to Signing Day Sports Stockholders. 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
This report may include “forward-looking
statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements
involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this report or any
of the documents attached to this report, including statements regarding future financial condition, business strategy and plans and
objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements
by terminology such as “anticipate,” “believe,” “continue,” “could,” “design,”
“estimate,” “expect,” “intend,” “may,” “plan,” “potentially,”
“predict,” “seek,” “should,” “will” or the negative of these terms or other similar expressions.
All statements other than statements of historical
fact are statements that could be deemed forward-looking statements. For example, forward-looking statements include any statements of
the plans, strategies and objectives of management for future operations, including the execution of integration and restructuring plans
and the anticipated timing of filings; any statements concerning proposed new products, services or developments; any statements regarding
future economic conditions or performance; statements of belief and any statement of assumptions underlying any of the foregoing. Forward-looking
statements may also include any statements of the plans, strategies and objectives of management with respect to the approval and consummation
of the Business Combination and other matters related to the consummation of the Business Combination.
For a discussion of some of the factors that
may cause Signing Day Sports, One Blockchain or BlockchAIn’s actual results, performance or achievements to differ materially from
any future results, performance or achievements expressed or implied in such forward-looking statements, or for a discussion of risk
associated with the ability of Signing Day Sports and One Blockchain to complete the Business Combination and the effect of the Business
Combination on the business of Signing Day Sports, One Blockchain and BlockchAIn, see the document entitled “Risk Factors”
attached as Exhibit 99.1 to this Form 8-K/A. However, such discussion is only based upon information available as of the date of this
report, and investors and security holders are urged to read the proxy statement/prospectus and the other relevant materials relating
to the proposed Business Combination when they become available before making any voting or investment decision with respect to the proposed
Business Combination. See “Additional Information and Where to Find It” below. In addition, actual results could differ
materially from those contained in any forward-looking statement as a result of these or other factors. Accordingly, such descriptions
of factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction
with statements that are included herein and elsewhere. If any of these risks or uncertainties materializes or any of these assumptions
proves incorrect, the results of Signing Day Sports, One Blockchain or BlockchAIn could differ materially from the forward-looking statements.
These forward-looking statements include, but
are not limited to, statements concerning the following:
| ● | the expected benefits of and potential
value created by the Business Combination for the Signing Day Sports Stockholders and the
One Blockchain Securityholders; |
| ● | likelihood of the satisfaction of
certain conditions to the completion of the Business Combination and whether and when the
Business Combination will be consummated; |
| ● | the ability to obtain and/or maintain
the listing of BlockchAIn’s securities on the NYSE American following the Business
Combination; |
| ● | Signing Day Sports’ ability
to control and correctly estimate its operating expenses and its expenses associated with
the Business Combination; |
| ● | anticipated favorable impacts from
strategic changes to Signing Day Sports’ business on Signing Day Sports’ net
sales, revenues, income from continuing operations, or other results of operations; |
| ● | Signing Day Sports’ expected
ability to comply with user data privacy laws and other legal requirements; |
| ● | anticipated legal and regulatory
requirements and Signing Day Sports’ ability to comply with such requirements; |
| ● | Signing Day Sports’ expected
ability to attract and retain key personnel to manage its business effectively; |
| ● | the price and volatility of Bitcoin
and other cryptocurrencies; |
| ● | One Blockchain’s ability to
begin or complete any project that is “in the pipeline,” contracted or negotiated
but not yet under active construction; |
| ● | One Blockchain’s ability to
make effective judgments regarding pricing strategy and resource allocation; |
| ● | One Blockchain’s ability to
control electricity costs; |
| ● | the risk that one or more of One
Blockchain’s customers may experience financial distress or bankruptcy, which could
result in reduced revenue, uncollectible accounts receivable, or disruptions to One Blockchain’s
operations; |
| ● | regulatory changes or actions that
may restrict the use of cryptocurrencies or the operation of cryptocurrency networks in a
manner that may require One Blockchain’s to cease certain or all operations; |
| ● | the risks to One Blockchain’s
business of earthquakes, fires, floods, and other natural catastrophic events and interruptions
by man-made issues such as strikes and terrorist attacks; |
| ● | unexpected costs or expenses to
One Blockchain’s business; |
| ● | One Blockchain’s expectations
regarding its cash runway or use of its cash; and |
| ● | general economic and business conditions
in One Blockchain’s market. |
You should not rely upon forward-looking statements
as predictions of future events. Signing Day Sports, One Blockchain and BlockchAIn cannot assure you that the events and circumstances
reflected in the forward-looking statements will be achieved or occur. In addition, statements that “we believe” and similar
statements reflect the beliefs and opinions on the relevant subject of Signing Day Sports, One Blockchain or BlockchAIn, as applicable.
These statements are based upon information available as of the date of this report, and while Signing Day Sports, One Blockchain or
BlockchAIn, as applicable, believes such information forms a reasonable basis for such statements, such information may be limited or
incomplete.
All forward-looking statements in, or contained
in any of the documents attached to, this report are current only as of the date on which the statements were made. Signing Day Sports,
One Blockchain, and BlockchAIn do not undertake any obligation to publicly update any forward-looking statement to reflect events or
circumstances after the date on which any statement is made or to reflect the occurrence of unanticipated events, except as otherwise
required by the federal securities laws.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Purchase Agreement, dated as of July 21, 2025,
between Signing Day Sports, Inc. and Helena Global Investment Opportunities 1 Ltd. (incorporated by reference to Exhibit 10.1 to
the Current Report on Form 8-K filed on July 22, 2025) |
| 10.2 |
|
Placement Agency Agreement, dated as of July
21, 2025, between Signing Day Sports, Inc. and Maxim Group LLC (incorporated by reference to Exhibit 10.2 to the Current Report on
Form 8-K filed on July 22, 2025) |
| 10.3 |
|
Limited Waiver Agreement, dated as of August
18, 2025, between Signing Day Sports, Inc. and Helena Global Investment Opportunities 1 Ltd. |
| 23.1 |
|
Consent of Berkowitz Pollack Brant Advisors
+ CPAs |
| 99.1 |
|
Risk Factors |
| 99.2 |
|
Audited financial statements of One Blockchain
(formerly known as BV Power Alpha LLC) as of December 31, 2024 (successor) and 2023 (predecessor), the related consolidated statements
of income, statements of members’ equity, and statements of cash flows for the successor period from February 8, 2024 to December
31, 2024, the predecessor period from January 1, 2024 to February 7, 2024, and the year ended December 31, 2023 (predecessor), the
notes related thereto, and the Report of Independent Registered Public Accounting Firm Berkowitz Pollack Brant Advisors + CPAs, dated
May 27, 2025 (August 28, 2025 as to the effects of the restatement
discussed in Note 2 to the financial statements relating thereto) |
| 99.3 |
|
Unaudited financial statements of One Blockchain
as of June 30, 2025 (successor) and December 31, 2024 (successor), and for the three months ended June 30, 2025 and 2024 (successor)
and six months ended June 30, 2025 (successor), and period from February 8, 2024 to June 30, 2024 (successor), and period from January
1, 2024 to February 7, 2024 (predecessor), the notes related thereto, and the Review Report of Independent Registered Public Accounting
Firm Berkowitz Pollack Brant Advisors + CPAs, dated August 28, 2025 |
| 99.4 |
|
Management’s Discussion and Analysis
of Financial Condition and Results of Operations of One Blockchain LLC |
| 99.5 |
|
Unaudited pro forma combined condensed financial
statements of Signing Day Sports, Inc. and One Blockchain LLC as of June 30, 2025 and for the six months ended June 30, 2025 and
the fiscal year ended December 31, 2024, and the notes related thereto |
| 104 |
|
Cover Page Interactive Data File (embedded
with 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: August 29, 2025 |
Signing Day Sports, Inc. |
| |
|
| |
/s/ Daniel Nelson |
| |
Name: |
Daniel Nelson |
| |
Title: |
Chief Executive Officer |
9
