SCHEDULE 13D/A: Signing Day Sports Enters Business Combination Agreement, Key Shareholders Pledge Support for Merger

Signing Day Sports, Inc. has entered into a Business Combination Agreement with BlockchAIn Digital Infrastructure, Inc. and One Blockchain LLC, with key shareholders, including Daniel D. Nelson, committing to support the merger.

Summary

• This document is Amendment No. 1 to the Schedule 13D originally filed on October 21, 2024, providing updated information.
• All share and per share information has been adjusted to reflect a 1-for-5 reverse stock split effective April 14, 2023, and a 1-for-48 reverse stock split effective November 16, 2024.
• Daniel D. Nelson and Jodi B. Nelson are beneficial owners of a total of 35,103 shares of common stock, representing 0.9% of the outstanding shares of Signing Day Sports, Inc.
• The beneficial ownership is based on 3,897,781 shares of common stock outstanding as of May 27, 2025.
• The 35,103 shares consist of 1,042 shares held directly by Daniel D. Nelson, 31,247 shares held by the Nelson Trust, and 2,814 shares issuable upon the exercise of options held by Daniel D. Nelson.
• Daniel D. Nelson and Jodi B. Nelson, as co-trustees of the Nelson Trust, have shared voting and dispositive power over the trust's shares and Mr. Nelson's stock options.
• On April 8, 2025, Daniel D. Nelson transferred 30,830 shares of common stock to the Nelson Trust for no consideration.
• On May 27, 2025, Signing Day Sports, Inc. entered into a Business Combination Agreement with BlockchAIn Digital Infrastructure, Inc. ("Holdings"), One Blockchain LLC, BCDI Merger Sub I Inc., and BCDI Merger Sub II LLC.
• The Business Combination Agreement outlines a transaction where Merger Sub I will merge into Signing Day Sports, and Merger Sub II will merge into One Blockchain, with both surviving entities becoming wholly-owned subsidiaries of Holdings.
• Concurrently with the Business Combination Agreement, Daniel D. Nelson and certain other stockholders, collectively owning approximately 1.4% of the outstanding common stock, entered into a Voting and Support Agreement.
• Under the Voting and Support Agreement, these stockholders agreed to vote their shares in favor of the Transactions, not to vote for any Alternative Transaction, and to restrict the transfer of their shares, subject to certain exceptions.

Sentiment

Score: 7

Explanation: The document reports a significant corporate transaction (merger) with shareholder support, which is generally a positive strategic development. The ownership details and reverse stock splits are factual updates without explicit negative framing, though reverse splits can sometimes be viewed cautiously depending on context not provided here.

Positives

• The execution of a Business Combination Agreement indicates a strategic move for Signing Day Sports, potentially leading to growth and synergies by merging with BlockchAIn Digital Infrastructure, Inc. and One Blockchain LLC.
• The Voting and Support Agreement signed by key stockholders, including Daniel D. Nelson, demonstrates significant internal support for the proposed merger, which can facilitate its approval and completion.

Negatives

• The document does not explicitly state any negatives regarding the company's performance or outlook. The reverse stock splits, while factual, are presented without context that would indicate a negative operational performance.

Risks

• The completion of the business combination is subject to various terms and conditions outlined in the Business Combination Agreement, implying a risk that the merger may not close.
• Stockholders who are party to the Voting and Support Agreement are restricted from transferring their shares, which limits their liquidity until the earlier of the closing of the Mergers or the termination of the Business Combination Agreement.

Future Outlook

The document outlines a definitive plan for a business combination transaction where Signing Day Sports, Inc. will merge into a subsidiary of BlockchAIn Digital Infrastructure, Inc., and One Blockchain LLC will also merge into another subsidiary of BlockchAIn Digital Infrastructure, Inc. This indicates a clear strategic direction towards integration and consolidation under a new parent entity, with the closing of these mergers being the primary future event.

Industry Context

This filing suggests a strategic consolidation or expansion within the digital infrastructure and potentially sports technology sectors. The merger of Signing Day Sports (likely a sports-related entity) with BlockchAIn Digital Infrastructure and One Blockchain indicates a trend towards integrating advanced digital and blockchain technologies into specialized industry verticals, aiming for broader market reach or enhanced service offerings.

Corporate Governance

Related Party Transactions

• On April 8, 2025, Daniel D. Nelson transferred 30,830 shares of common stock to the Nelson Trust for no consideration. Daniel D. Nelson and Jodi B. Nelson, the reporting persons, are co-trustees of the Nelson Trust, making this an intra-family transfer related to beneficial ownership.

Stakeholder Impact

• Shareholders: Shareholders will be directly impacted by the proposed merger, as their shares in Signing Day Sports, Inc. will be exchanged for shares in Holdings. Certain key shareholders are also subject to restrictions on transferring their shares until the merger closes or the agreement terminates.
• Employees/Management: While not explicitly detailed, a business combination typically leads to integration efforts that may affect organizational structure, roles, and employment for employees and management of both merging entities.

Next Steps

• The closing of the Mergers (the "Closing") as contemplated by the Business Combination Agreement.
• The termination of the Voting and Support Agreement upon the earlier of the Closing or the termination of the Business Combination Agreement.
• A potential meeting of the Issuer's stockholders to approve the Transactions and related proposals, as implied by the Voting and Support Agreement.

Key Dates

Keywords

SEC filing, Schedule 13D, beneficial ownership, Signing Day Sports Inc., BlockchAIn Digital Infrastructure Inc., One Blockchain LLC, merger, business combination, reverse stock split, voting agreement, stock options, corporate transaction, shareholder support