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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):
March 13, 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 8.01 Other Events.
As previously disclosed under Item 1.01 of the
Current Reports on Form 8-K filed by Signing Day Sports, Inc., a Delaware corporation (the “Company” or “Signing Day
Sports”), with the U.S. Securities and Exchange Commission (the “SEC”) on May
28, 2025, November
12, 2025, and December
22, 2025, the information of which is incorporated by reference herein, 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, BCDI Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary
of BlockchAIn, and BCDI Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of BlockchAIn (as amended
on November 10, 2025 and December 21, 2025, and as it may be subsequently amended, the “Business Combination Agreement”).
The Business Combination Agreement provides for
each stockholder of Signing Day Sports the right to receive a certain fraction, subject to adjustment (the “Exchange Ratio”),
of a registered common share, $0.0001 par value per share, of BlockchAIn (“BlockchAIn common shares”), in exchange for each
outstanding share of Signing Day Sports common stock at the closing of the transactions contemplated by the Business Combination Agreement
(the “Closing”).
As previously disclosed in a Current Report on
Form 8-K filed by Signing Day Sports with the SEC on February 20, 2026, BlockchAIn determined that the Exchange Ratio would be equal
to the fraction obtained by dividing (i) the number that was equal to the last reported sale price of the Signing Day Sports common stock
on the last trading day of the Signing Day Sports common stock prior to the Closing, by (ii) 7.5, except that if the Exchange Ratio would
have otherwise resulted in a fractional BlockchAIn common share, the Exchange Ratio was rounded up to one (1) with respect to that BlockchAIn
common share.
As previously announced in a press release issued
by the Company on March 10, 2026, it is anticipated that the date of the Closing will be March 16, 2026. Based on the last reported sale
price of the Signing Day Sports common stock on March 13, 2026 as reported by the NYSE American LLC (the “NYSE American”),
or $0.70, the final Exchange Ratio has been determined to be 0.09334. Therefore, it is anticipated that each share of Signing Day Sports
common stock will be entitled to be converted into 0.09334 of a BlockchAIn common share, except that if the Exchange Ratio would otherwise
result in a fractional BlockchAIn common share, the Exchange Ratio will be rounded up to one (1) with respect to that BlockchAIn common
share.
The Closing remains subject to final listing approval
of the BlockchAIn common shares by the NYSE American, and satisfaction or waiver of all other closing conditions.
Forward-Looking Statements
The statements contained herein 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,
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, 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.
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: March 13, 2026 |
SIGNING DAY SPORTS, INC. |
| |
|
| |
/s/ Daniel Nelson |
| |
Name: |
Daniel Nelson |
| |
Title: |
Chief Executive Officer |
