Business Combination Prospectus (Form 425)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2025

SIGNING DAY SPORTS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41863		87-2792157
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8355 East Hartford Rd., Suite 100, Scottsdale, AZ		85255
(Address of principal executive offices)		(Zip Code)

(480) 220-6814

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		SGN		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On November 10, 2025, Signing Day Sports, Inc., a Delaware corporation (the "Company" or "Signing Day Sports"), entered into the Amendment No. 1 to the Business Combination Agreement (the "Amendment") with One Blockchain LLC, a Delaware limited liability company ("One Blockchain"). The Amendment amended the Business Combination Agreement, dated as of May 27, 2025 (the "Original Business Combination Agreement"), among Signing Day Sports, BlockchAIn Digital Infrastructure, Inc., a Delaware corporation ("BlockchAIn"), One Blockchain, BCDI Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of BlockchAIn, and BCDI Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of BlockchAIn (as amended, the "Business Combination Agreement").

Pursuant to the Amendment, the Company will use the proceeds from certain Permitted Capital Raises (as defined in the Amendment) for (i) direct expenses associated with the Permitted Capital Raises, (ii) up to an aggregate amount of $1,500,000 for (a) certain liabilities under existing obligations of the Company and (b) certain liabilities of the Company that may become due under each of the Executive Consulting Agreements provided for under the Original Business Combination Agreement (the "Pending Deductions"), and (iii) the costs and expenses of One Blockchain incurred in connection with the transactions contemplated by the Business Combination Agreement (the "Transactions") up to an aggregate amount of $1,500,000 (collectively, the "Permitted Capital Raises Deductions"). Any residual cash amount remaining at the closing of the Transactions (the "Residual Amount") shall be allocated as follows: 70% of the Residual Amount and 100% of the Pending Deductions shall be retained by the Company for payment of liabilities under the Executive Consulting Agreements and the Company's working capital purposes, and 30% of the Residual Amount shall be distributed to BlockchAIn for working capital purposes. Any liabilities of the Company remaining at the Closing will be the sole responsibility of the Company.

In addition, the Amendment provides that BlockchAIn will adopt a new equity incentive plan no later than the Closing with an initial share reserve equal to 20% of the fully diluted shares of BlockchAIn following the Closing and an evergreen provision equal to 2% of the fully diluted shares of BlockchAIn following the Closing. It also provides that BlockchAIn will consult in good faith with Signing Day Sports on the material terms of the plan to ensure continuity and retention for Signing Day Sports service providers, and that no term of the plan will adversely affect the treatment of assumed Signing Day Sports options or other Signing Day Sports awards under the Business Combination Agreement.

The Amendment is filed as Exhibit 2.1 to this Current Report on Form 8-K, and the description above is qualified in its entirety by reference to the full text of such exhibit.

Additional Information and Where to Find It

Pursuant to the Business Combination Agreement, BlockchAIn plans to file or cause to be filed relevant materials with the Securities and Exchange Commission (the "SEC"), including a Registration Statement on Form S-4 (the "Registration Statement"), which will contain a proxy statement of Signing Day Sports and a prospectus for registration of shares of BlockchAIn. The Registration Statement has not been filed with or declared effective by the SEC. Following and subject to the Registration Statement being declared effective by the SEC, its definitive proxy statement/prospectus would be mailed or otherwise disseminated to Signing Day Sports stockholders. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF SIGNING DAY SPORTS ARE URGED TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ONE BLOCKCHAIN, SIGNING DAY SPORTS, THE PROPOSED BUSINESS COMBINATION, AND RELATED MATTERS. The proxy statement/prospectus and other relevant materials (when they become available), and any other documents filed by BlockchAIn and Signing Day Sports with the SEC, may be obtained free of charge at the SEC website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Signing Day Sports by directing a written request to: Signing Day Sports, Inc., 8355 East Hartford Rd., Suite 100, Scottsdale, AZ 85255. Investors and security holders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed business combination.

Participants in the Solicitation

Signing Day Sports, and its directors, executive officers and certain other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from the stockholders of Signing Day Sports with respect to the Transactions and related matters. Information about the directors and executive officers of Signing Day Sports, including their ownership of shares of Signing Day Sports, is included in Signing Day Sports' Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on April 11, 2025, and Signing Day Sports' Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, which will be filed with the SEC on or around November 12, 2025. Additional information regarding the persons or entities who may be deemed participants in the solicitation of proxies from Signing Day Sports stockholders, including a description of their interests in the Transactions by security holdings or otherwise, will be included in the proxy statement/prospectus and other relevant documents to be filed with the SEC when they become available. The managers and officers of One Blockchain do not currently hold any interests, by security holdings or otherwise, in Signing Day Sports.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction. No offering of securities in connection with the proposed business combination shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the "Securities Act").

Forward-Looking Statements

The press release attached as Exhibit 99.1 hereto and the statements contained therein include "forward-looking" statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company's future financial or operating performance. In some cases, you can identify these statements because they contain words such as "may," "will," "believes," "expects," "anticipates," "estimates," "projects," "intends," "should," "seeks," "future," "continue," "plan," "target," "predict," "potential," or the negative of such terms, or other comparable terminology that concern the Company's expectations, strategy, plans, or intentions. Forward-looking statements relating to expectations about future results or events are based upon information available to the Company as of today's date and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed. The Company's expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, including, without limitation, the parties' ability to integrate their respective businesses into a combined publicly listed company post-merger, the ability of the parties to obtain all necessary consents and approvals in connection with the Transactions, including, but not limited to, NYSE American LLC clearance of a listing application in connection with the Transactions, the Company's ability to obtain stockholder approval of the Transactions, the parties' ability to obtain sufficient funding to maintain operations and develop additional services and offerings, 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, the parties' ability to attract new users and customers, the parties' ability to retain or obtain intellectual property rights, the parties' ability to adequately support future growth, the parties' ability to comply with user data privacy laws and other current or anticipated legal requirements, and the parties' ability to attract and retain key personnel to manage their business effectively. These risks, uncertainties and other factors are expected to be further described in the Registration Statement to be filed with the SEC relating to the Transactions. See also the document titled "Risk Factors" attached as Exhibit 99.1 to the Company's Current Report on Form 8-K/A filed with the SEC on September 25, 2025. These risks, uncertainties and other factors are, in some cases, beyond the parties' control and could materially affect results. If one or more of these risks, uncertainties or other factors become applicable, or if these underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. All subsequent written and oral forward-looking statements concerning the Company, One Blockchain, or any of their affiliates, or other matters and attributable to the Company, One Blockchain, any of their affiliates, or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
2.1		Amendment No. 1 to the Business Combination Agreement, dated as of November 10, 2025, between Signing Day Sports, Inc. and One Blockchain LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 12, 2025	SIGNING DAY SPORTS, INC.
	/s/ Daniel Nelson
	Name:	Daniel Nelson
	Title:	Chief Executive Officer

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