[SCHEDULE 13G] Signing Day Sports, Inc. Passive Investment Disclosure (>5%)
L1 Capital reports 9.99% stake in Signing Day
Signing Day Sports, Inc. received a Schedule 13G from L1 Capital Global Opportunities Master Fund, Ltd., reporting beneficial ownership of 1,409,670 securities tied to its common stock.
Signing Day Sports, Inc. received a Schedule 13G from L1 Capital Global Opportunities Master Fund, Ltd., reporting beneficial ownership of 1,409,670 securities tied to its common stock. This total consists of 1,015,000 shares of common stock and 394,670 warrants to purchase common shares, all subject to a 9.99% beneficial ownership limitation.
The filing states this position represents 9.99% of the common stock class, based on 13,716,281 shares outstanding after a recent offering, as referenced in the company’s prospectus and a subsequent current report. L1 Capital reports sole voting and dispositive power over these securities and certifies they were not acquired with the purpose or effect of changing or influencing control of the company.
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FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake in Signing Day Sports (SGN) does L1 Capital report?
L1 Capital Global Opportunities Master Fund, Ltd. reports beneficial ownership of 1,409,670 securities tied to Signing Day Sports common stock, representing 9.99% of the class.
How is L1 Capital’s 1,409,670 beneficially owned amount in SGN structured?
The 1,409,670 beneficially owned securities comprise 1,015,000 shares of common stock and 394,670 warrants to purchase common stock, subject to a 9.99% beneficial ownership limitation.
What percentage of Signing Day Sports’ common stock does L1 Capital own?
L1 Capital reports owning 9.99% of Signing Day Sports’ common stock, as shown in Row (11) of the cover information.
What share count for Signing Day Sports did L1 Capital use to calculate 9.99%?
The 9.99% figure is based on 13,716,281 shares of common stock outstanding after an offering, as referenced from the company’s prospectus and a current report.
Does L1 Capital have sole voting and dispositive power over its SGN position?
Yes. L1 Capital reports 1,409,670 shares with sole voting power and 1,409,670 shares with sole dispositive power, with no shared voting or dispositive power.
Did L1 Capital acquire its SGN position to influence control of the company?
No. L1 Capital certifies the securities were not acquired and are not held for the purpose or effect of changing or influencing control of Signing Day Sports.
Who signs the Schedule 13G for L1 Capital’s SGN holdings?
The Schedule 13G is signed by David Feldman, identified as a Director of L1 Capital Global Opportunities Master Fund, Ltd.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Signing Day Sports, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 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
L1 Capital Global Opportunities Master Fund, Ltd.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,409,670.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,409,670.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,409,670.00
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)
FI
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:
L1 Capital Global Opportunities Master Fund, Ltd.
(b)
Address or principal business office or, if none, residence:
161A Shedden Road, 1 Artillery Court,
PO Box 10085
Grand Cayman, Cayman Islands KY1-1001
(c)
Citizenship:
Cayman Islands
(d)
Title of class of securities:
Common Stock, par value $0.0001 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:
1,409,670
The amounts in Row (5), (7) and (9) represent 1,015,000 shares of Common Stock and 394,670 Warrants to purchase shares of Common Stock, which are subject to a 9.99% beneficial ownership limitation. The amounts do not include 1,127,830 Warrants to purchase shares of Common Stock, which are subject to a 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 shares of Common Stock outstanding after the offering (assuming the exercise of none of the warrants or the Representative's Warrants included in this offering and assuming no exercise of the option granted to the underwriters to purchase additional securities), based on the Issuer's Prospectus filed under Rule 424(b)(4) filed 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.
David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the issuer's securities described herein. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such securities, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 13 and the rules thereunder.
(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:
1,409,670
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
1,409,670
(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.
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.
