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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):
December 5, 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) |
| |
(480) 220-6814 |
|
| |
(Registrant’s telephone number, including area code) |
|
| |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share |
|
SGN |
|
NYSE American LLC |
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities
Exchange Act of 1934.
Emerging Growth Company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item
7.01 Regulation FD Disclosure.
On December 5, 2025, Signing Day Sports,
Inc., a Delaware corporation (“Signing Day Sports” or the “Company”), issued a press release providing a letter
to the stockholders of the Company relating to a proposed business combination (“Business Combination”) and certain related
transactions (collectively, “Transactions”) contemplated under the Business Combination Agreement, dated as of May 27, 2025,
among the Company, BlockchAIn Digital Infrastructure, Inc., a Delaware corporation (“BlockchAIn”), One Blockchain LLC, a Delaware
limited liability company (“One Blockchain”), BCDI Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary
of BlockchAIn, and BCDI Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of BlockchAIn, as amended
by the Amendment No. 1 to the Business Combination Agreement, dated as of November 10, 2025, between Signing Day Sports and One Blockchain
(as amended, the “Business Combination Agreement”). A copy of the press release is furnished hereto as Exhibit 99.1.
The information furnished pursuant to this Item
7.01 (including Exhibit 99.1 hereto), shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities
Act”), except as expressly set forth by specific reference in such a filing.
Additional Information and Where to Find It
Pursuant to the Business Combination Agreement,
BlockchAIn has filed the Registration Statement with the SEC, which contains a preliminary proxy statement of Signing Day Sports and a
preliminary prospectus for registration of shares of BlockchAIn. The Registration Statement has not been declared effective by the SEC.
Following and subject to the Registration Statement being declared effective by the SEC, its definitive proxy statement/prospectus would
be mailed or otherwise disseminated to Signing Day Sports stockholders. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS
OF SIGNING DAY SPORTS ARE URGED TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT ONE BLOCKCHAIN, SIGNING DAY SPORTS, THE PROPOSED BUSINESS COMBINATION, AND RELATED MATTERS. The proxy statement/prospectus
and other relevant materials (when they become available), and any other documents filed by BlockchAIn and Signing Day Sports with the
SEC, may be obtained free of charge at the SEC website at www.sec.gov. In addition, investors and security holders may obtain free copies
of the documents filed with the SEC by Signing Day Sports by directing a written request to: Signing Day Sports, Inc., 8355 East Hartford
Rd., Suite 100, Scottsdale, AZ 85255. Investors and security holders are urged to read the proxy statement/prospectus and the other relevant
materials when they become available before making any voting or investment decision with respect to the proposed Business Combination.
Participants in the Solicitation
Signing Day Sports, and its directors, executive
officers and certain other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation
of proxies from the stockholders of Signing Day Sports with respect to the Transactions and related matters. Information about the directors
and executive officers of Signing Day Sports, including their ownership of shares of Signing Day Sports, is included in Signing Day Sports’
Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on April 11, 2025, as amended on August
6, 2025. Additional information regarding the persons or entities who may be deemed participants in the solicitation of proxies from Signing
Day Sports stockholders, including a description of their interests in the Transactions by security holdings or otherwise, will be included
in the proxy statement/prospectus and other relevant documents to be publicly filed with the SEC when they become available. The managers
and officers of One Blockchain do not currently hold any interests, by security holdings or otherwise, in Signing Day Sports.
No Offer or Solicitation
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of
any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of such other jurisdiction. No offering of securities in connection with the proposed business combination shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Forward-Looking Statements
The press release attached as Exhibit 99.1 hereto
and the statements contained therein include “forward-looking” statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act, which statements involve substantial risks and uncertainties. Forward-looking statements generally
relate to future events or the Company’s future financial or operating performance. In some cases, you can identify these statements
because they contain words such as “may,” “will,” “believes,” “expects,” “anticipates,”
“estimates,” “projects,” “intends,” “should,” “seeks,” “future,”
“continue,” “plan,” “target,” “predict,” “potential,” or the negative of such
terms, or other comparable terminology that concern the Company’s expectations, strategy, plans, or intentions. Forward-looking
statements relating to expectations about future results or events are based upon information available to the Company as of today’s
date and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations
discussed. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods
are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, including,
without limitation, the parties’ ability to complete the Transactions, the parties’ ability to integrate their respective
businesses into a combined publicly listed company post-merger, the ability of the parties to obtain all necessary consents and approvals
in connection with the Transactions, obtain NYSE American LLC clearance of a listing application in connection with the Transactions,
the parties’ ability to obtain their respective equity securityholders’ approval, One Blockchain’s ability to finance
and implement its data facility expansion plans and generate sufficient revenues and cash flows from any such expanded facilities, the
parties’ ability to obtain sufficient funding to maintain operations and develop additional services and offerings, market acceptance
of the parties’ current products and services and planned offerings, competition from existing or new offerings that may emerge,
impacts from strategic changes to the parties’ business on net sales, revenues, income from continuing operations, or other results
of operations, the parties’ ability to attract new users and customers, the parties’ ability to retain or obtain intellectual
property rights, the parties’ ability to adequately support future growth, the parties’ ability to comply with user data privacy
laws and other current or anticipated legal requirements, and the parties’ ability to attract and retain key personnel to manage
their business effectively. These risks, uncertainties and other factors are described more fully in the section titled “Risk Factors”
of the Registration Statement and are expected to be further described in a proxy statement/prospectus to be publicly filed with the SEC
relating to the Transactions. See also the section titled “Risk Factors” in the Company’s periodic reports which are
filed with the SEC. These risks, uncertainties and other factors are, in some cases, beyond the parties’ control and could materially
affect results. If one or more of these risks, uncertainties or other factors become applicable, or if these underlying assumptions prove
to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No
forward-looking statement is a guarantee of future performance. All subsequent written and oral forward-looking statements concerning
the Company, One Blockchain, or any of their affiliates, or other matters and attributable to the Company, 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 December 5, 2025 |
| 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: December 5, 2025 |
SIGNING DAY SPORTS, INC. |
| |
|
| |
/s/ Daniel Nelson |
| |
Name: |
Daniel Nelson |
| |
Title: |
Chief Executive Officer |
