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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No.
2)
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
Signing Day Sports, Inc., a Delaware corporation (the “Company”
or “Signing Day Sports”), is filing this Amendment No. 2 on Form 8-K/A to amend its Current Report on Form 8-K, filed with
the U.S. Securities and Exchange Commission (the “SEC”) on July 22, 2025 (the “Original Form 8-K”), as amended by
its Amendment No. 1 on Form 8-K/A filed with the SEC on August 29, 2025 (the “Form 8-K/A1”), to amend Item 8.01 and Item 9.01
to the Form 8-K/A1. Other than as disclosed in such amended items, this filing does not update, amend, or modify any information,
statement or disclosure contained in or filed with the Original Form 8-K or Form 8-K/A1.
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 common stock of Signing Day Sports,
$0.0001 par value per share (“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. 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 LLC (“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.
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 (September 23, 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 (September 23, 2025 as to the effects of the restatement discussed in Note 2 to the financial statements relating
thereto). 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 of 1933, as amended (the “Securities Act”).
Cautionary Statement Regarding
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 Securities Exchange Act of 1934, as amended (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. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K/A filed on August 29, 2025) |
| 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 (September 23, 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 (September 23, 2025 as to the effects of the restatement discussed in Note 2 to the financial statements relating thereto) |
| 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: September 25, 2025 |
Signing Day Sports, Inc. |
| |
|
| |
/s/ Daniel Nelson |
| |
Name: |
Daniel Nelson |
| |
Title: |
Chief Executive Officer |
7
