Signing Day Sports Advances Business Combination with One Blockchain LLC; Confidential Draft Registration Statement on Form S‑4 Submitted
DENVER, Colo., Jul 11, 2025 (247marketnews.com)- Signing Day Sports (NYSE:SGN) announced the confidential submission of a Form S‑4 draft registration statement with the U.S. Securities and Exchange Commission (SEC) by BlockchAIn Digital Infrastructure, a newly formed Delaware corporation.
Signing Day Sports previously announced entering into a definitive Business Combination Agreement (BCA) with One Blockchain LLC, the operating affiliate of BlockchAIn DI, which operates crypto‑mining, AI, and high‑performance computing infrastructure. Signing Day Sports and One Blockchain will become subsidiaries of BlockchAIn DI, the newly formed public holding company expected to trade on the NYSE American following closing.
Key Terms and Conditionality
- The business combination is structured as an all‑stock merger, with no cash paid by Signing Day Sports. One Blockchain securityholders will receive equity in the new public company valued at approximately $215 million, roughly 91.5% ownership at closing; legacy SGN shareholders will own about 8.5% on a fully diluted basis.
- The agreement includes a performance earnout provision granting additional shares (≈11.628%) to One Blockchain securityholders if the combined company achieves at least $25 million in EBITDA for fiscal year 2026.
- Closing is anticipated in late 2025, subject to shareholder approval, listing approval by NYSE American, and other customary closing conditions.
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