[SCHEDULE 13G/A] Signing Day Sports, Inc. Amended Passive Investment Disclosure
Evergreen Capital Reports 9.99% Stake in Signing Day
Evergreen Capital Management LLC filed an amended Schedule 13G reporting beneficial ownership of 1,410,795 Signing Day Sports common shares and warrants, equal to 9.99% of the class.
Evergreen Capital Management LLC filed an amended Schedule 13G reporting beneficial ownership of 1,410,795 Signing Day Sports common shares and warrants, equal to 9.99% of the class. This stake consists of 1,005,000 common shares and 405,795 warrants subject to a 9.99% beneficial ownership cap.
The 9.99% figure is based on 13,716,281 common shares outstanding after a recent offering, as referenced in the company’s prospectus and a current report. Evergreen reports sole voting and dispositive power over all 1,410,795 securities and certifies the position is not held to change or influence control of the issuer.
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FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake does Evergreen Capital report in Signing Day Sports (SGN)?
Evergreen Capital reports beneficial ownership of 1,410,795 securities of Signing Day Sports, equal to 9.99% of the common stock. This percentage is calculated using 13,716,281 common shares outstanding after a recent offering, as disclosed in company SEC documents.
How is Evergreen Capital’s 1,410,795 Signing Day Sports position composed?
Evergreen Capital’s reported 1,410,795 securities include 1,005,000 common shares and 405,795 warrants to purchase common stock. These warrants are subject to a 9.99% beneficial ownership limitation, which restricts how many shares can be counted as beneficially owned at any time.
What is the beneficial ownership limitation mentioned for SGN warrants?
The filing states that the reported warrants are subject to a 9.99% beneficial ownership limitation. This cap prevents Evergreen from exercising warrants to the extent such exercise would push its beneficial ownership above 9.99% of Signing Day Sports’ outstanding common stock at the relevant time.
Does Evergreen Capital control voting and disposition of its SGN holdings?
Yes. Evergreen Capital reports sole power to vote and dispose of all 1,410,795 securities it beneficially owns, and zero shared voting or dispositive power. This means all voting and sale decisions for these securities rest with Evergreen, based on the filing’s disclosures.
Is Evergreen Capital’s SGN position intended to influence control of the company?
The certification states the securities were not acquired and are not held to change or influence control of Signing Day Sports. It further notes they are not held in connection with any transaction aimed at such control, other than certain nomination-related activities allowed under SEC rules.
How many SGN shares outstanding were used to calculate Evergreen’s 9.99% stake?
The 9.99% ownership figure is based on 13,716,281 common shares of Signing Day Sports outstanding after an offering. This share count comes from a prospectus filed under Rule 424(b)(4) and a Form 8-K, both referenced directly in Evergreen Capital’s ownership disclosure.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Signing Day Sports, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
82670R305
(CUSIP Number)
01/13/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
82670R305
1
Names of Reporting Persons
Evergreen Capital Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,410,795.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,410,795.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,410,795.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Signing Day Sports, Inc.
(b)
Address of issuer's principal executive offices:
8355 East Hartford Rd., Suite 100, Scottsdale, AZ 85255
Item 2.
(a)
Name of person filing:
Evergreen Capital Management LLC
(b)
Address or principal business office or, if none, residence:
156 W Saddle River Road
Saddle River, New Jersey 07458
(c)
Citizenship:
United States
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
82670R305
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
1,410,795
The amounts in Row (5), (7) and (9) represent 1,005,000 Common Shares and 405,795 Warrants to purchase shares of Common Stock, which are subject to a 9.99% beneficial ownership limitation. The amounts do not include 1,101,705 Warrants to purchase shares of Common Stock, which are subject to 9.99% beneficial ownership limitation. The percentage set forth on Row (11) of the cover page for the reporting person is based on 13,716,281 Common Shares outstanding after the offering (assuming no exercise of the Warrants issued in the offering), based on the Issuer's Prospectus filed under Rule 424(b)(4) with the Securities and Exchange Commission on January 14, 2026 and a Current Report on Form 8-K filed with the Securities and Exchange Commission on January 15, 2026.
Jeffrey Pazdro is the Manager of the Reporting Person. As Such, Mr. Pazdro may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the securities described herein. To the extent Mr. Pazdro is deemed to beneficially own such securities, Mr. Pazdro disclaims beneficial ownership of these securities for all other purposes.
(b)
Percent of class:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
1,410,795
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
1,410,795
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
