8-K: Signing Day Sports Amends Merger Terms, Boosts Capital Flexibility

Signing Day Sports, Inc. amended its business combination agreement with One Blockchain LLC, detailing capital raise proceeds allocation and an equity incentive plan for the combined entity.

Summary

• The Business Combination Agreement, originally dated May 27, 2025, was amended on November 10, 2025, between Signing Day Sports, Inc. (SGN), BlockchAIn Digital Infrastructure, Inc. (Holdings), One Blockchain LLC, and two merger subsidiaries.
• The amendment clarifies the use of proceeds from Permitted Capital Raises, allocating funds for direct expenses associated with the raises, up to an aggregate of $1,500,000 for SGN's existing liabilities and Executive Consulting Agreements, and up to an aggregate of $1,500,000 for One Blockchain's transaction costs.
• Any residual cash amount remaining after these deductions will be allocated as follows: 70% of the Residual Amount and 100% of the Pending Deductions will be retained by SGN for working capital and Executive Consulting Agreements, while 30% of the Residual Amount will be distributed to BlockchAIn for working capital purposes.
• BlockchAIn will adopt a new equity incentive plan no later than the Closing, with an initial share reserve equal to 20% of its fully diluted shares post-Closing and an evergreen provision equal to 2% of fully diluted shares post-Closing.
• The definition of 'Permitted Capital Raise' was expanded to include an at-the-market offering up to $4,000,000 via a Form S-3 registration statement, and a purchase agreement (ELOC) up to $10,000,000 and/or an Alternative Offering up to $10,000,000, both via a Form S-1 registration statement.

Sentiment

Score: 6

Explanation: The amendment provides necessary clarity and flexibility for the ongoing business combination, particularly regarding capital allocation and employee retention. While it addresses operational aspects, it doesn't introduce significant new positive or negative financial performance indicators, but rather procedural adjustments to an existing merger plan. The potential for significant capital raises is a positive, but the responsibility for legacy liabilities remains with SGN.

Positives

• Clarification of capital raise proceeds allocation provides a structured approach to funding pre-merger liabilities and transaction costs, enhancing financial transparency.
• The new equity incentive plan for BlockchAIn, with a 20% initial reserve and 2% evergreen provision, aims to ensure continuity and retention for Signing Day Sports service providers, which is crucial for post-merger stability.
• The expanded definition of Permitted Capital Raises provides Signing Day Sports with increased flexibility and potential avenues to raise up to $24,000,000 in capital prior to closing.
• The explicit agreement that neither Holdings nor One Blockchain will withhold, condition, or delay consent for any Permitted Capital Raise removes potential hurdles for SGN's fundraising efforts.

Negatives

• Signing Day Sports remains solely responsible for any of its liabilities outstanding at the Closing that are not satisfied by the allocated capital raise proceeds, which could pose a financial burden.
• The allocation of 30% of the residual cash to BlockchAIn for working capital purposes means less immediate cash for Signing Day Sports' own working capital needs from the residual amount.
• The necessity for an amendment suggests potential complexities or areas of disagreement in the original business combination agreement that required further negotiation and clarification on critical financial terms.

Risks

• Inability of the parties to integrate their respective businesses into a combined publicly listed company post-merger.
• Failure to obtain all necessary consents and approvals in connection with the transactions, including NYSE American LLC clearance of a listing application.
• Inability to obtain stockholder approval of the transactions.
• Failure to obtain sufficient funding to maintain operations and develop additional services and offerings.
• Lack of 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.
• Inability to attract new users and customers.
• Inability to retain or obtain intellectual property rights.
• Inability to adequately support future growth.
• Inability to comply with user data privacy laws and other current or anticipated legal requirements.
• Inability to attract and retain key personnel to manage their business effectively.

Future Outlook

The combined entity, BlockchAIn Digital Infrastructure, Inc., plans to adopt a new equity incentive plan to ensure continuity and retention for Signing Day Sports service providers. The completion of the business combination is subject to various conditions, including regulatory approvals, stockholder approval, and securing sufficient funding. The parties anticipate integrating their businesses post-merger and developing additional services and offerings, contingent on market acceptance and the ability to attract new users and retain key personnel.

Management Comments

• Holdings shall consult in good faith with SGN regarding the material terms of the Holdings Equity Incentive Plan to ensure continuity and retention for SGN service providers.
• No term of the Holdings Equity Incentive Plan shall adversely affect the treatment of Assumed Options or other SGN awards as provided under this Agreement.
• SGN acknowledges and agrees that any SGN Liabilities outstanding at Closing shall be the sole responsibility of the Legacy Business.

Industry Context

This amendment reflects ongoing efforts in the digital infrastructure and sports technology sectors to consolidate and optimize financial structures ahead of significant corporate transactions. The focus on capital raises and equity incentive plans is typical for companies undergoing mergers, aiming to secure operational funding and align management incentives in a competitive market. The emphasis on retaining service providers highlights the importance of human capital in technology-driven industries.

Comparison to Industry Standards

• NA

Corporate Governance

Stakeholder Impact

• **Shareholders (Signing Day Sports)**: Will be required to make a voting decision on the business combination after the Registration Statement on Form S-4 is declared effective. Their ownership in the combined entity will be affected by the new equity incentive plan and the allocation of residual cash. The potential capital raises could lead to dilution but also provide necessary funding for the combined entity.
• **Employees/Service Providers (Signing Day Sports)**: The new equity incentive plan for BlockchAIn is specifically designed to ensure continuity and retention for SGN service providers, which is a positive for their future employment and compensation structure within the combined company.
• **Creditors (Signing Day Sports)**: The allocation of capital raise proceeds to cover existing liabilities, including 'litigation settlement amounts and other ordinary course payables,' could improve the likelihood of these obligations being met, potentially reducing credit risk.

Next Steps

• BlockchAIn plans to file a Registration Statement on Form S-4 with the SEC, which will contain a proxy statement of Signing Day Sports and a prospectus for registration of shares of BlockchAIn.
• The Registration Statement must be declared effective by the SEC.
• Following effectiveness, the definitive proxy statement/prospectus would be mailed or otherwise disseminated to Signing Day Sports stockholders.
• Signing Day Sports stockholders are urged to read these materials carefully before making any voting decision on the proposed business combination.
• BlockchAIn will adopt a new equity incentive plan no later than the Closing of the Transactions.
• Signing Day Sports will make a good faith effort to provide One Blockchain with a schedule detailing the amounts raised in the Permitted Capital Raises, the Permitted Capital Raises Deductions, and the Residual Amount prior to the Closing.
• Any disputes regarding such amounts shall be resolved post-Closing pursuant to Section 11.6 of the Business Combination Agreement and applicable Law without delaying the Closing.

Key Dates

Recommendation

The filing details procedural amendments to an existing business combination agreement, clarifying capital allocation and an equity incentive plan. While the potential for significant capital raises (up to $24 million) is a positive for funding the combined entity and addressing pre-merger liabilities, the core strategic direction (the merger itself) remains unchanged. The risks associated with integration, approvals, and market acceptance are still present. Investors should hold pending the completion of the merger, further financial disclosures, and a clearer picture of the combined entity's operational strategy and market performance. The amendment primarily provides operational clarity rather than a fundamental shift in value proposition.

Keywords

Signing Day Sports, One Blockchain, BlockchAIn Digital Infrastructure, Business Combination Agreement, Merger, SEC Filing, Form 8-K, Capital Raise, Equity Incentive Plan, Corporate Governance, M&A, NYSE American