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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 16, 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 16, 2026, the Company, BlockchAIn and
One Blockchain jointly issued a press release announcing an update regarding their expected ticker symbol transition and common stock
trading schedule in connection with the Business Combination. 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.
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. Such statements include, without limitation, statements regarding the Business Combination, the
expected listing of the combined company’s common stock on the NYSE American LLC (the “NYSE American”) under the ticker
symbol “AIB,” and the anticipated benefits of the Business Combination. 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 transaction and integrate their respective businesses into a combined publicly listed company post-merger, the
occurrence of any event, change or other circumstances that could prevent the common stock of BlockchAIn from commencing trading on the
NYSE American at 9:30 a.m. EDT on March 17, 2026 or, subsequently, of continuing to trade on such market or of qualifying to trade on
any securities trading market, 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 on Form S-4 filed by BlockchAIn with the SEC in connection with
the proposed Business Combination on December 1, 2025, as amended on December 23, 2025, January 21, 2026, January 22, 2026, January 30,
2026, and February 17, 2026, which was declared effective by the SEC on January 30, 2026, 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 16, 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 16, 2026 |
SIGNING DAY SPORTS, INC. |
| |
|
| |
/s/ Daniel Nelson |
| |
Name: |
Daniel Nelson |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Signing Day Sports and BlockchAIn Provide
Update on Expected Ticker Symbol Transition and Common Stock Trading Schedule
Signing Day Sports Common Stock Expected to
Continue Trading on NYSE American Under “SGN” Through March 16, 2026
BlockchAIn Inc. Common Stock Expected to Begin
Trading Under “AIB” on March 17, 2026 at 9:30 a.m. EDT
SCOTTSDALE, AZ and NEW YORK, NY – March
16, 2026 (GLOBE NEWSWIRE) – Signing Day Sports, Inc. (“Signing Day Sports” or the “Company”) (NYSE American:
SGN) and BlockchAIn Digital Infrastructure, Inc. (“BlockchAIn Inc.”), together with One Blockchain LLC (“BlockchAIn
LLC” and, together with BlockchAIn Inc., “BlockchAIn”), today provided an update regarding their expected ticker symbol
transition and common stock trading schedule in connection with their previously announced business combination, which was approved by
the Company’s stockholders on March 13, 2026.
Upon the closing of the previously announced
business combination, expected to occur later today, Signing Day Sports and BlockchAIn LLC will become operating subsidiaries of BlockchAIn
Inc. Signing Day Sports common stock is expected to continue trading on the NYSE American under the ticker symbol “SGN” through
the close of market on March 16, 2026.
BlockchAIn Inc. common stock is anticipated
to begin trading on the NYSE American under the ticker symbol “AIB” on March 17, 2026 at 9:30 a.m. EDT, subject to closing
of the business combination. The new CUSIP number for BlockchAIn Inc.’s common stock will be 093919108.
Daniel Nelson, Chief Executive Officer of Signing
Day Sports, stated, “As we approach the expected closing of the business combination, we wanted to provide stockholders with a clear
update on the anticipated trading schedule. Signing Day Sports will continue trading under the ticker symbol “SGN” through
today’s market close. We appreciate the support our stockholders have shown throughout this process.”
Jerry Tang, Chief Executive Officer of BlockchAIn,
added, “We are excited to be moving toward the expected closing of the transaction to commence trading under the ticker symbol “AIB”
tomorrow, subject to closing. We believe the combined company is well-positioned to capitalize on the growing demand for AI and high-performance
computing (HPC) infrastructure.”
For further information about the proposed transaction,
investors should review the Registration Statement on Form S-4, as amended, and the proxy statement/prospectus that were publicly filed
by BlockchAIn Inc. with the U.S. Securities and Exchange Commission (the “SEC”) relating to this transaction.
Advisors
Maxim Group LLC is serving as financial advisor
to BlockchAIn in connection with the transaction. Bevilacqua PLLC is serving as legal counsel to Signing Day Sports, and Loeb & Loeb
LLP is serving as legal counsel to BlockchAIn.
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).
Investor Contacts:
Signing Day Sports, Inc.:
Crescendo Communications, LLC
212-671-1020
SGN@crescendo-ir.com
BlockchAIn Digital Infrastructure, Inc. and One Blockchain LLC:
Chris Tyson
Executive Vice President
MZ Group - MZ North America
Phone: (949) 491-8235
GWH@mzgroup.us
www.mzgroup.us
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 BlockchAIn Inc’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 and integrate
their respective businesses into a combined publicly listed company post-merger, the occurrence of any event, change or other circumstances
that could prevent the common stock of BlockchAIn Inc. from commencing trading on the NYSE American LLC at 9:30 a.m. EDT on March 17,
2026 or, subsequently, of continuing to trade on such market or of qualifying to trade on any securities trading market, 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 on Form S-4 filed by BlockchAIn with the SEC on December 1, 2025, as amended on December 23, 2025, January
21, 2026, January 22, 2026, January 30, 2026, and February 17, 2026, which was declared effective by the SEC on January 30, 2026, and
the proxy statement/prospectus that was filed by BlockchAIn Inc. with the SEC on February 17, 2026, 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.
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