As filed with the Securities
and Exchange Commission on March 16, 2026
Registration No. 333-283559
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
Post-Effective
Amendment No. 1 to
FORM
S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Signing Day Sports, Inc.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
87-2792157 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
1540 Broadway, Ste 1010
New York, NY 10036
(917) 558-3563
(Address, including zip
code, and telephone number, including area code, of registrant’s principal executive offices)
Jerry Tang
Chief
Executive Officer
1540 Broadway, Ste 1010
New York, NY 10036
(917) 558-3563
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
Copies
to:
Mitchell
S. Nussbaum, Esq.
Tahra
Wright, Esq.
Loeb
& Loeb LLP
345
Park Avenue
New
York, NY 10154
(212)
407-4000
Approximate date of commencement
of proposed sale to the public: Not applicable.
If the only securities
being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
¨
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
check the following box. ☒
If this Form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ |
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Accelerated filer ☐ |
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Non-accelerated filer ☒ |
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Smaller reporting company ☒ |
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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 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this “Post-Effective Amendment”)
relates to the Registration Statement on Form S-3 (File No. 333-283559) (the “Registration Statement”), originally filed by
Signing Day Sports, Inc., a Delaware corporation (the “Registrant”), with the Securities and Exchange Commission (the “SEC”),
on December 2, 2024, and
declared effective by the SEC on December 5, 2024, registering (a) the offering of up to 62,500 shares of the Registrant’s common
stock, par value $0.0001 per share (“common stock”), by the selling stockholder named therein, and (b) the Registrant’s
offering of up to $100.0 million in the aggregate of common stock, preferred stock, par value $0.0001 per share, debt securities, warrants,
subscription rights, and units, and (c) the Registrant’s offering of common stock having up a maximum aggregate offering price of
$2,709,817 under an At The Market Offering Agreement, dated December 2, 2024, by and between the Registrant and H.C. Wainwright &
Co., LLC, as sales agent (the “ATM Agreement”), included in the $100.0 million of securities registered in the aggregate described
above, as supplemented by a prospectus supplement filed with the SEC on January
29, 2025 registering the Registrant’s offering of up to $5,072,010.53 of shares of common stock under the ATM Agreement.
Pursuant to the Business
Combination Agreement, dated as of May 27, 2025, by and among the Registrant, One Blockchain LLC, a Delaware limited liability company
(“One Blockchain”), BlockchAIn Digital Infrastructure, Inc., a Delaware corporation (“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 the Registrant and One Blockchain, as amended by
Amendment No. 2 to the Business Combination Agreement, dated as of December 21, 2025, among the Registrant, One Blockchain, BlockchAIn,
Merger Sub I, and Merger Sub II (as amended, the “Business Combination Agreement”), among other things, Merger Sub I merged
with and into the Registrant, with the Registrant continuing as the surviving corporation and a direct wholly-owned subsidiary of BlockchAIn,
and Merger Sub II merged with and into One Blockchain, with One Blockchain continuing as the surviving limited liability company and
a direct wholly-owned subsidiary of BlockchAIn. As a result of the transactions contemplated by the Business Combination Agreement, the
Registrant has terminated all offerings of its securities pursuant to the Registration Statement and hereby removes and withdraws from
registration all securities registered pursuant to the Registration Statement that remain unsold as of the date hereof. The Registration
Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in New York, New York, on March 16, 2026.
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Signing Day Sports, Inc. |
| |
|
| |
By: |
/s/ Jerry Tang |
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|
Jerry Tang |
| |
|
President |
Pursuant to Rule 478 of
the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.
