Orca Capital reports 9.9% stake in Signing Day

Orca Capital AG, a German entity, reported a significant ownership position in Signing Day Sports, Inc..

Accepted by SEC EDGAR 01/16/2026 - 04:35 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Orca Capital AG, a German entity, reported a significant ownership position in Signing Day Sports, Inc.. Orca Capital beneficially owns 1,409,685 shares of common stock, representing 9.9% of the outstanding common shares, with sole voting and dispositive power over all of these shares.

The ownership percentage is based on 13,716,281 shares of common stock outstanding after the company’s registered offering described in a prospectus filed on January 14, 2026. Orca Capital also holds common warrants that could be exercised for an additional 1,127,815 shares, but these are subject to a 9.99% ownership blocker, which prevents warrant exercises that would push its ownership above that level. Orca certifies that the securities are not held for the purpose of changing or influencing control of the company.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Signing Day Sports (SGN) shares does Orca Capital AG own?

Orca Capital AG beneficially owns 1,409,685 shares of Signing Day Sports common stock, with sole voting and dispositive power over these shares.

What percentage of Signing Day Sports (SGN) does Orca Capital AG hold?

Orca Capital AG’s 1,409,685 shares represent 9.9% of Signing Day Sports’ outstanding common stock, based on 13,716,281 shares outstanding after a registered offering.

Does Orca Capital AG have warrants for additional Signing Day Sports (SGN) shares?

Yes. The ownership calculation excludes 1,127,815 Signing Day Sports shares issuable upon exercise of common warrants held by Orca Capital AG.

What is the 9.99% ownership blocker mentioned for Signing Day Sports (SGN)?

Under the common warrants, Orca Capital AG cannot exercise warrants if doing so would cause it to beneficially own more than 9.99% of Signing Day Sports’ outstanding common stock.

Is Orca Capital AG seeking to influence control of Signing Day Sports (SGN)?

No. Orca Capital AG certifies that the securities were not acquired and are not held for the purpose of changing or influencing the control of Signing Day Sports.

Where is Orca Capital AG, the Signing Day Sports (SGN) shareholder, based?

Orca Capital AG is organized in Germany, with its principal office at Sperlring 2, 85276 Hettenshausen, Deutschland.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

Orca Capital AG

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

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,409,685.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,409,685.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,409,685.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: All ownership percentages set forth in this Schedule 13G are calculated based upon an aggregate of 13,716,281 shares of Common Stock outstanding immediately after giving effect to the completion of the Issuer's registered offering as provided in the Issuer's Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on January 14, 2026 and excludes 1,127,815 shares of Common Stock issuable upon the exercise of common warrants, subject to the 9.99% blocker (defined below). Pursuant to the terms of the common warrants, the Reporting Person cannot exercise any of the common warrants to the extent the Reporting Person would beneficially own, after any such exercise, more than 9.99% of the Issuer's outstanding Common Stock (the "9.99% Blocker").

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: Orca Capital AG
(b)	Address or principal business office or, if none, residence: Sperlring 2 85276 Hettenshausen Deutschland
(c)	Citizenship: Germany
(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: 1,409,685
(b)	Percent of class: 9.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,409,685
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,409,685
	(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.

Orca Capital AG

Signature:	/s/ Thomas Konig
Name/Title:	Thomas Konig/Director
Date:	01/16/2026