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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 9, 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, 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.
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”), in connection with certain transactions contemplated
by the Business Combination Agreement (the “Business Combination”).
On March 9, 2026, the Company issued a press release
containing certain details regarding One Blockchain and BlockchAIn’s infrastructure development strategy. 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 Business Combination, and has filed a definitive proxy
statement of the Company and a prospectus of BlockchAIn (the “Proxy Statement/Prospectus”). The Registration Statement has
been declared effective by the SEC. The Proxy Statement/Prospectus has been sent to the stockholders of Signing Day Sports (the
“Signing Day Sports Stockholders”) to seek their approval of the 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, including, without limitation, statements regarding the Business Combination, the expected listing
of the combined company’s common stock on the NYSE American LLC under the ticker symbol “AIB” and the anticipated benefits
of the transaction, or 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 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 March 9, 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: March 9, 2026 |
SIGNING DAY SPORTS, INC. |
| |
|
| |
/s/ Daniel Nelson |
| |
Name: |
Daniel Nelson |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Signing Day Sports Highlights BlockchAIn’s
Modular AI Data Center Strategy and Strategic Electrical Infrastructure Collaboration with PDM
Designed to
Reduce Build Times, Lower Capital Costs, and Accelerate Revenue Generation
Scottsdale, AZ, March 9, 2026 (GLOBE NEWSWIRE)
— Signing Day Sports, Inc. (“Signing Day Sports” or the “Company”) (NYSE American: SGN), in connection with
the Company’s previously announced proposed business combination with One Blockchain LLC (“BlockchAIn LLC”), BlockchAIn
Digital Infrastructure, Inc. (“BlockchAIn Inc.” and together with BlockchAIn LLC, “BlockchAIn”), and certain affiliates
of BlockchAIn, today provided additional detail regarding BlockchAIn’s infrastructure development strategy as it prepares to scale
a U.S.-based platform designed to support the rapidly expanding demand for artificial intelligence (“AI”) and high-performance
computing (“HPC”) infrastructure.
The proposed business combination is expected
to close in March 2026, subject to certain closing conditions, including stockholder approval and applicable regulatory and listing approvals.
Upon consummation of the transaction, the shares of BlockchAIn Inc. are expected to trade on the NYSE American under the ticker symbol
“AIB.”
Modular Data Center Strategy Designed to Accelerate
AI Infrastructure Deployment
BlockchAIn’s development strategy focuses
on converting strategically located power resources into AI and high-performance computing infrastructure through a modular deployment
architecture. By combining access to low-cost, reliable power with standardized prefabricated data center modules and secured electrical
infrastructure supply, the platform is designed to rapidly convert power capacity into revenue-generating digital infrastructure assets.
BlockchAIn’s management believes this power-to-AI
infrastructure model allows BlockchAIn to accelerate development timelines, reduce capital intensity, and scale capacity across multiple
sites in response to growing enterprise and cloud demand for AI compute.
Strategic Electrical Infrastructure Collaboration
Believed to Support a Potentially Multi-Gigawatt Development Pipeline
To support the long-term scale of its platform,
on March 5, 2026, BlockchAIn entered into a strategic collaboration with Power and Data Management LLC (“PDM”), a manufacturer
of heavy electrical infrastructure equipment serving data centers, utilities, and other mission-critical industries.
PDM designs and manufactures utility-grade
electrical infrastructure including pad mount, dry-type, and substation transformers, as well as high-voltage circuit breakers
and gas-insulated switchgear, which form the backbone of power distribution systems for large-scale digital infrastructure. Through
this collaboration, BlockchAIn expects PDM to support its infrastructure rollout by providing electrical systems—including transformers,
switchgear, and power distribution equipment—which BlockchAIn believes will support a potential development pipeline of approximately
5–6 gigawatts (GWs) of planned data center capacity across multiple sites.
PDM’s design and manufacturing capabilities
allow the company to deliver built-to-spec transformers with significantly shorter lead times than typical industry supply chains,
helping developers accelerate project timelines and mitigate supply-chain constraints that have slowed large data center deployments
globally. Their exclusive global partnerships with manufacturers enable them to deliver built-to-spec transformers in as little as 9 weeks,
power substations in 5-10 months, circuit breakers in 5-8 months and gas-insulated switchgear in 8 months. PDM leverages long-term relationships
and leadership experience from careers at GE and Emerson Electric to deliver efficient, reliable power distribution solutions. In addition,
BlockchAIn’s management believes that PDM’s U.S.-based operations in Salt Lake City strengthen BlockchAIn’s ability
to meet requirements for “Made in USA with imported and domestic parts” which enhance supply-chain reliability and economic
impact at home.
Power Advantage in Strategic U.S. Markets
A core component of the BlockchAIn platform is
its access to low-cost, reliable power in U.S. jurisdictions that support digital infrastructure development through favorable regulatory
frameworks, energy markets, and business environments.
By combining strategic power access with modular
infrastructure deployment and reliable electrical equipment supply, BlockchAIn aims to convert power and land into revenue-generating
AI infrastructure with greater speed and capital efficiency than traditional data center development models.
BlockchAIn’s management believes this integrated
approach positions the platform to support the accelerating demand for AI compute capacity while maintaining capital discipline and operational
flexibility as the company scales.
BlockchAIn Management Commentary
“Modular deployment materially improves
both the economics and execution profile of data center development,” said Jerry Tang, Chief Executive Officer of BlockchAIn LLC.
“This approach is particularly well suited for high-density AI and HPC workloads, where speed of deployment, power efficiency,
and scalability are increasingly critical. Our access to low-cost, reliable power in strategic U.S. markets, combined with our collaboration
with PDM to provide critical electrical infrastructure that we believe will support a development pipeline of approximately 5–6
GWs of power capacity, positions our platform to scale efficiently and respond to accelerating demand for AI infrastructure.”
“Access to critical electrical infrastructure
is one of the most important factors in scaling large-scale data center capacity today,” said Eyal Rozen, Chief Operating Officer
of BlockchAIn LLC. “We anticipate that our collaboration with PDM will strengthen our supply chain for transformers and other key
electrical equipment, helping us reduce development risk and accelerate deployment across multiple sites. Combined with our modular architecture
strategy, this collaboration may enable us to bring capacity online faster and convert power and land into revenue-generating infrastructure
as demand for AI compute continues to grow.”
***
As previously disclosed, Signing Day Sports
entered into a Business Combination Agreement with BlockchAIn and certain affiliates of BlockchAIn on May 27, 2025, as amended on
November 10, 2025 and December 21, 2025 (and as may be amended from time to time, the “Business Combination Agreement”).
Pursuant to the Business Combination Agreement, Signing Day Sports and BlockchAIn LLC will become wholly-owned subsidiaries of
BlockchAIn Inc. The Company expects the closing of the transaction will take place in March 2026, subject to certain closing
conditions, including stockholder approval and NYSE American listing approval. BlockchAIn Inc. filed the Registration Statement in
connection with the proposed transaction on December 1, 2025, as amended on December 23, 2025, January 21, 2026, January 22, 2026,
and January 30, 2026 (as amended from time to time, the “Registration Statement”), which was declared effective by the
U.S. Securities and Exchange Commission (the “SEC”) on January 30, 2026.
About One Blockchain LLC
BlockchAIn LLC is a developer and operator of
digital infrastructure focused on HPC and AI hosting. BlockchAIn LLC has planned AI data center expansions with favorable economics for
activation in 2026 and 2027. BlockchAIn LLC operations are currently centered around its existing 40 MW data center facility in South
Carolina. In 2024, this facility generated approximately $22.9 million in revenue and approximately $5.7 million in net income. BlockchAIn
LLC’s mission is to become a leader in creating and operating scalable sustainable power and data infrastructure purpose-built for
AI hosting, AI workloads, HPC, and accelerated compute applications.
About Signing Day Sports, Inc.
Signing Day Sports' mission is to help student-athletes
achieve their goal of playing college sports. Signing Day Sports' app allows student-athletes to build their Signing Day Sports' recruitment
profile, which includes information college coaches need to evaluate and verify them through video technology. The Signing Day Sports
app includes a platform to upload a comprehensive data set including video-verified measurables (such as height, weight, 40-yard dash,
wingspan, and hand size), academic information (such as official transcripts and SAT/ACT scores), and technical skill videos (such as
drills and mechanics that exemplify player mechanics, coordination, and development). For more information on Signing Day Sports, go to
https://bit.ly/SigningDaySports.
Investor Contacts:
Crescendo Communications, LLC
212-671-1020
SGN@crescendo-ir.com
Forward-Looking Statements
This press release contains
"forward-looking statements" that are subject to substantial risks and uncertainties. All statements, other than
statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained
in this press release may be identified by the use of words such as "may," "could," "will,"
"should," "would," "expect," "plan," "intend," "anticipate,"
"believe," "estimate," "predict," "potential," "project" or "continue"
or the negative of these terms or other comparable terminology and include, but are not limited to, statements regarding the
proposed business combination, the expected listing of the combined company’s common stock on NYSE American under the ticker
symbol “AIB” and the anticipated benefits of the transaction. These statements are only predictions. You should not
place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors,
including without limitation, the parties’ ability to complete the transaction, 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 transaction, obtain stock exchange clearance of a listing application in connection
with the transaction, 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 in the Proxy Statement/Prospectus (as defined below)
that was publicly filed with the SEC relating to this transaction. 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 Signing Day Sports, BlockchAIn, or any of their
affiliates, or other matters and attributable to Signing Day Sports, BlockchAIn, any of their affiliates, or any person acting on
their behalf are expressly qualified in their entirety by the cautionary statements above. Forward-looking statements contained in
this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under
applicable law.
Additional Information and Where to Find It
In connection with the Business Combination, BlockchAIn
Inc. has filed relevant materials with the SEC, including the Registration Statement to register the common shares of BlockchAIn Inc.
to be issued in connection with the Business Combination, and has filed a definitive proxy statement of the Company and a prospectus of
BlockchAIn Inc. (the “Proxy Statement/Prospectus”). The Registration Statement has been declared effective by the SEC.
The Proxy Statement/Prospectus has been sent to the stockholders of Signing Day Sports to seek their approval of the Business Combination.
Each of BlockchAIn Inc., BlockchAIn LLC, 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 BLOCKCHAIN, SIGNING DAY SPORTS, THE
BUSINESS COMBINATION, AND RELATED MATTERS. The Registration Statement, the Proxy Statement/Prospectus, and any other documents filed by
BlockchAIn Inc., BlockchAIn LLC, 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, Inc. 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 shareholders of Signing Day Sports 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 common stock, 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. Additional information regarding the persons who may be deemed participants will be included in the definitive proxy statement/prospectus
and other relevant documents filed with the SEC. The directors, managers, and officers of 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 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, or pursuant to an exemption
from, or in a transaction not subject to, such registration requirements.
