Signing Day Sports Files 8-K Amendment

TL;DR

Signing Day Sports filed an 8-K amendment on July 21, 2025, related to material agreements and equity sales.

AI Summary

Signing Day Sports, Inc. filed an amendment (8-K/A) on August 29, 2025, to a previous report dated July 21, 2025. This amendment pertains to a material definitive agreement, unregistered sales of equity securities, and other events. The company is incorporated in Delaware and its principal executive offices are located in Scottsdale, AZ.

Why It Matters

This filing provides updated information regarding material agreements and equity sales, which could impact investors' understanding of the company's financial and operational status.

Risk Assessment

Risk Level: low — This is an amendment to a previous filing, providing updated information rather than introducing new material events.

Key Players & Entities

• Signing Day Sports, Inc. (company) — Registrant
• July 21, 2025 (date) — Earliest event date reported
• August 29, 2025 (date) — Filing date of amendment
• Delaware (jurisdiction) — State of incorporation
• Scottsdale, AZ (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share SGN NYSE American LLC I
• $10 million — ion, to direct Helena to purchase up to $10 million (the "Helena Commitment Amount") in sha
• $5,000,000 — ceding a Helena Advance Notice, or (ii) $5,000,000, subject to modification by the parties
• $97,000 — ggregate value, as of July 21, 2025, of $97,000, within one business day of the date of
• $25,000 — e Company will be responsible for up to $25,000 of Helena's customary due diligence and
• $50,000 — an amount not to exceed an aggregate of $50,000, provided that such limit shall be $25,
• $25 million — 2026 ("2026 EBITDA") equals or exceeds $25 million. The Earnout Shares will equal 11.628%
• $5.06 — n share is expected to be approximately $5.06 (subject to adjustment). The value of t
• $19,975,772 — losing are expected to be approximately $19,975,772 and $207,510,145 (subject to adjustment
• $207,510,145 — ted to be approximately $19,975,772 and $207,510,145 (subject to adjustment), respectively.
• $103,755,073 — losing are expected to be approximately $103,755,073 and $103,755,073 (subject to adjustment
• $142,974,489 — igital, is expected to be approximately $142,974,489 (subject to adjustment). The aggregate
• $7,523,164 — Closing is expected to be approximately $7,523,164 (subject to adjustment). The Business

Filing Documents

• ea0255147-8ka1425_signing.htm (8-K/A) — 80KB
• ea025514701ex10-3_signing.htm (EX-10.3) — 16KB
• ea025514701ex23-1_signing.htm (EX-23.1) — 3KB
• ea025514701ex99-1_signing.htm (EX-99.1) — 498KB
• ea025514701ex99-2_signing.htm (EX-99.2) — 207KB
• ea025514701ex99-3_signing.htm (EX-99.3) — 227KB
• ea025514701ex99-4_signing.htm (EX-99.4) — 136KB
• ea025514701ex99-5_signing.htm (EX-99.5) — 197KB
• ex99-2_001.jpg (GRAPHIC) — 37KB
• ex99-2_002.jpg (GRAPHIC) — 19KB
• ex99-3_001.jpg (GRAPHIC) — 37KB
• ex99-3_002.jpg (GRAPHIC) — 19KB
• 0001213900-25-082626.txt ( ) — 1947KB
• sgn-20250721.xsd (EX-101.SCH) — 3KB
• sgn-20250721_lab.xml (EX-101.LAB) — 33KB
• sgn-20250721_pre.xml (EX-101.PRE) — 22KB
• ea0255147-8ka1425_signing_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On July 21, 2025, Signing Day Sports entered into a Purchase Agreement, dated as of July 21, 2025 (the "Helena Purchase Agreement"), between Signing Day Sports and Helena Global Investment Opportunities 1 Ltd. ("Helena"). Under the Helena Purchase Agreement, the Company has the right, but not the obligation, to direct Helena to purchase up to $10 million (the "Helena Commitment Amount") in shares of common stock of Signing Day Sports, $0.0001 par value per share ("Signing Day Sports common stock"), subject to the terms and conditions contained in the Helena Purchase Agreement ("Helena Purchase Shares"). Pursuant to the Helena Purchase Agreement, the Company will be required to file a registration statement with the SEC registering the resale of Signing Day Sports common stock and any securities issued or issuable to Helena from time to time under the Helena Purchase Agreement (the "Helena Registrable Securities") within 30 calendar days of the date of the Helena Purchase Agreement, and to have such registration statement be declared effective by the SEC within 90 calendar days of the date of the Helena Purchase Agreement. Under a Limited Waiver Agreement, dated as of August 18, 2025, between the Company and Helena (the "Limited Waiver Agreement"), Helena waived the filing deadline of such registration registration statements for the resale of the Helena Registrable Securities if necessary. During the term of the Helena Purchase Agreement, the Company may direct Helena to purchase a certain portion of the Helena Commitment Amount ("Helena Advance") by delivering a notice ("Helena Advance Notice") to Helena. The Company shall, in its sole discretion, select the amount of the Helena Advance requested by the Company in each Helena Advance Notice. However, each requested Helen

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K/A is incorporated hereby reference. The securities that may be issued by the Company to Helena under the Helena Purchase Agreement are being offered and sold by the Company to Helena in a transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. In the Helena Purchase Agreement, Helena represented to the Company, among other things, that it is an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). Accordingly, the offer and sale by the Company of the securities that may be issued and sold to Helena under the Helena Purchase Agreement have not been and will not be registered under the Securities Act or any applicable state securities or "Blue Sky" laws and, therefore, such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities or "Blue Sky" laws. 3 This Current Report on Form 8-K/A shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of any securities of the Company in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

01 Other Events

Item 8.01 Other Events. As previously reported in the Current Report on Form 8-K filed by Signing Day Sports with the SEC on May 28, 2025 (the "Prior Form 8-K"), on May 27, 2025, the Company entered into a Business Combination Agreement (the "Business Combination Agreement") with BlockchAIn Digital Infrastructure, Inc., a Delaware corporation ("BlockchAIn" or the "Combined Company"), One Blockchain LLC, a Delaware limited liability company ("One Blockchain"), BCDI Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of BlockchAIn ("Merger Sub I"), and BCDI Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of BlockchAIn ("Merger Sub II"). The Business Combination Agreement provides that, upon the terms and subject to the conditions set forth therein, the parties will effect a business combination transaction in which: (a) Merger Sub I will merge with and into Signing Day Sports (the "First Merger"), with Signing Day Sports surviving the First Merger as a direct wholly owned subsidiary of BlockchAIn; and (b) Merger Sub II will merge with and into One Blockchain (the "Second Merger" and, together with the First Merger, the "Business Combination," and, together with the other transactions contemplated by the Business Combination Agreement, the "Transactions"), with One Blockchain surviving the Second Merger as a direct wholly owned subsidiary of BlockchAIn. At the effective time of the First Merger, each outstanding share of Signing Day Sports common stock will be automatically canceled and converted into the right to receive a common share, $0.0001 par value per share, of BlockchAIn (collectively, "BlockchAIn common shares" or "BlockchAIn common stock"). Each outstanding Signing Day Sports option and warrant will be assumed by BlockchAIn and converted into options and warrants, respectively, to acquire BlockchAIn common shares, with the same terms and conditions, including exercise price, and each assumed option

Forward-Looking Statements

Forward-Looking Statements This report may include "forward-looking involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this report or any of the documents attached to this report, including statements regarding future financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "anticipate," "believe," "continue," "could," "design," "estimate," "expect," "intend," "may," "plan," "potentially," "predict," "seek," "should," "will" or the negative of these terms or other similar expressions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. For example, forward-looking statements include any statements of the plans, strategies and objectives of management for future operations, including the execution of integration and restructuring plans and the anticipated timing of filings; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; statements of belief and any statement of assumptions underlying any of the foregoing. Forward-looking of the Business Combination and other matters related to the consummation of the Business Combination. 6 For a discussion of some of the factors that may cause Signing Day Sports, One Blockchain or BlockchAIn's actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied in such forward-looking statements, or for a discu

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