M&A - Signing Day Sports, Inc.

Form Type: 425

Filing Date: 2025-05-28

Corporate Action: Merger

Type: New

Accession Number: 000121390025048025

Filing Summary: On May 27, 2025, Signing Day Sports, Inc. entered into a Business Combination Agreement with BlockchAIn Digital Infrastructure, Inc. and its subsidiaries. This agreement outlines the terms for merging Signing Day Sports into a direct wholly owned subsidiary of BlockchAIn. The agreement also stipulates that each share of Signing Day Sports will be converted into a share of BlockchAIn, along with provisions for options and warrants. The transaction is contingent upon certain conditions, including stockholder approvals and regulatory consent, with the potential for additional shares to be issued based on the financial performance of BlockchAIn. A press release on May 28, 2025, confirmed this agreement and the subsequent filings are planned with the SEC.

Form Type: 8-K

Filing Date: 2025-05-28

Corporate Action: Merger

Type: New

Accession Number: 000121390025048022

Filing Summary: On May 27, 2025, Signing Day Sports, Inc. entered into a Business Combination Agreement with BlockchAIn Digital Infrastructure, Inc. and related entities. The agreement outlines a plan for a two-step merger, where Merger Sub I will merge into Signing Day Sports, making it a wholly owned subsidiary of Holdings, and Merger Sub II will subsequently merge into One Blockchain. As a result, each outstanding share of Signing Day Sports will be converted into common shares of Holdings. Certain conditions must be satisfied before completion, including stockholder approval and regulatory clearances. The agreement also includes provisions for 'Earnout Shares' contingent on performance metrics, and outlines the issuance of shares connected to the transaction's enterprise value. Restrictions prevent any solicitation for alternative transactions during the interim period leading to the merger. The agreement is subject to customary closing conditions, and both companies plan further communications to stockholders regarding the transaction.

Form Type: 8-K

Filing Date: 2025-02-21

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025015835

Filing Summary: On February 21, 2025, Signing Day Sports, Inc. announced through a press release the filing of audited financial statements of Dear Cashmere Group Holding Company (DRCR) for the fiscal years ended December 31, 2023 and 2022, as well as unaudited financial statements for the nine months ended September 30, 2024 and 2023. This announcement relates to the company's entry into a Stock Purchase Agreement dated January 28, 2025, involving Signing Day Sports, Inc., DRCR, James Gibbons, and Nicolas Link. The press release is attached as Exhibit 99.1 to the Current Report on Form 8-K, which was filed with the SEC on February 20, 2025. The document also discusses forward-looking statements regarding the future performance of the company and the risks associated with the acquisition of DRCR.

Form Type: 8-K

Filing Date: 2025-02-20

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025015701

Filing Summary: On February 20, 2025, Signing Day Sports, Inc. entered into a Stock Purchase Agreement with Dear Cashmere Group Holding Company, which involves the purchase of shares that will result in DRCR becoming a subsidiary of Signing Day Sports. Under the agreement, Signing Day Sports will issue shares constituting 19.99% of its outstanding shares to the Sellers and will acquire 99.13% of DRCR's capital stock. The agreement allows Signing Day Sports to purchase additional shares from other DRCR shareholders and plans for a merger after the acquisition completion, subject to stockholder and regulatory approvals. The financial transactions involved include issuance of shares and consolidation of financial results with DRCR once the acquisition is finalized. A financial advisor has opined on the fairness of the transaction, and various risk factors have been highlighted in relation to this transaction.

Form Type: 8-K

Filing Date: 2025-01-29

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025007699

Filing Summary: On January 28, 2025, Signing Day Sports, Inc. entered into a Stock Purchase Agreement with Dear Cashmere Group Holding Company, James Gibbons, and Nicolas Link. The agreement allows Signing Day Sports to purchase 99.13% of DRCR's outstanding capital stock. As part of the transaction, the Company will issue shares of common stock and convertible preferred stock that together will amount to 19.99% of the Company’s outstanding shares. The preferred stock will convert to common stock, subject to stockholder approval and Nasdaq clearance. The acquisition will result in DRCR operating as a subsidiary of Signing Day Sports, with plans to merge DRCR into Signing Day Sports following the closing of the transaction. The agreement outlines various conditions that must be met before the closing, including financial approvals and management changes. Notably, the transaction involves a significant restructuring of management and operations, with Gibbons set to become the new CEO.