お知らせ • Mar 17
blockchAIn Digital Infrastructure completed the acquisition of Signing Day Sports, Inc. (NYSEAM:SGN).
blockchAIn Digital Infrastructure signed a non-binding letter of intent to acquire Signing Day Sports, Inc. (NYSEAM:SGN) for approximately $220 million in reverse merger transaction on April 11, 2025. blockchAIn Digital Infrastructure signed a definitive agreement to acquire Signing Day Sports on May 27, 2025. Under the Letter Of Intent, the consideration to be paid at closing to blockchAIn Digital Infrastructure or their securityholders will be comprised of shares of Signing Day Sports common stock with a value of approximately $215 million, subject to an exchange ratio and other certain adjustments, at an implied value per share for Pubco of $10.04. The Earnout Shares will equal 11.628% of the total number of Holdings Shares issued to the members of One Blockchain prior to the One Blockchain Merger, subject to adjustment. The business combination is expected to be effectuated through a structure, whereby blockchAIn Digital Infrastructure will merge with and into a newly formed subsidiary of Signing Day Sports with blockchAIn Digital Infrastructure surviving the merger and becoming a wholly-owned subsidiary of Signing Day Sports. Upon the closing of the business combination, the stockholders of Signing Day Sports are anticipated to collectively own approximately 8.5% of the outstanding common stock of the combined company, and blockchAIn Digital Infrastructure’s equity securityholders are anticipated to collectively own approximately 91.5% of the outstanding common stock of the combined company. The board of directors of Signing Day Sports post-transaction will be comprised of no less than five and no greater than seven directors. At least one director will be designated by the existing directors of Signing Day Sports, and blockchAIn DI will designate the remaining directors. blockchAIn DI will also designate the new Chief Executive Officer and Chairman of the Company. In case of termination Signing Day will pay and receive $0.25 million.
Upon the closing of the business combination Mr. Rozen is expected to serve as Chief Operating Officer of BlockchAIn Inc.
The LOI is non-binding, and the transaction's completion remains subject to customary due diligence, execution of definitive agreements, regulatory and stock exchange approvals, registration statement effectiveness, anti trust approval, termination of the employment agreements, ancillary agreement, execution of support agreement, lock up agreement, the execution of Executive Consulting Agreements, amendment to certificate of incorporation and other standard closing conditions. It is anticipated that any definitive agreements will need to be approved by both of the Board of Directors. The LOI provides that none of the parties will consider any other similar transaction for a period that will continue until the earlier of 45 days from the date of the LOI or the execution of definitive agreements. The transaction is expected to be completed the first quarter of 2026. The transaction has been approved by both board of directors.
As of July 11, 2025, the developer of the Signing Day Sports app announced the confidential submission with the U.S. Securities and Exchange Commission of a draft registration statement on Form S-4 (the “Registration Statement”) by BlockchAIn Digital Infrastructure. As of September 25, 2025, additional closing conditions were established. These includes the approval by the Signing Day Sports Stockholders and the approval by the NYSE American of BlockchAIn’s application for initial listing of its common shares in connection with the merger. As of December 23, 2025, blockchain filed a registration statement. As of January 30, 2026, the registration statement was declared effective by the U.S. Securities and Exchange Commission. As of January 20, 2026, the transaction to take place in February or March 2026. As of March 6, 2026, Signing Day Sports would like to remind its stockholders that it will hold a special meeting of its stockholders to approve the transaction on Friday, March 13, 2026. As per the filing announced on February 12, 2026, the transaction is expected to close in March 2026. As of March 10, 2026, the transaction is expected to close on March 16, 2026. As of March 13, 2026, shareholders of Signing Day Sports, Inc. approved the transaction. As of March 16, 2026, BlockchAIn Inc. common stock is anticipated to begin trading on the NYSE American under the ticker symbol “AIB” on March 17, 2026 at 9:30 a.m. EDT, subject to closing of the business combination.
Maxim Group LLC acted as financial advisor for blockchAIn Digital Infrastructure. Ronelle C. Porter of Loeb & Loeb LLP acted as legal advisor for blockchAIn Digital Infrastructure. Louis A. Bevilacqua of Bevilacqua PLLC acted as legal advisor for Signing Day Sports, Inc. Newbridge Securities Corporation acted as financial advisor and fairness opinion provider to Newbridge Securities Corporation, will receive a fee of $0.12 for opinion rendered. Securities Transfer Corporation acted as transfer agent to Signing Day Sports, Inc and blockchAIn Digital Infrastructure. Advantage Proxy, Inc acted as proxy solicitor to Signing Day Sports, Inc and will receive a fee of $0.005 million.
blockchAIn Digital Infrastructure completed the acquisition of Signing Day Sports, Inc. (NYSEAM:SGN) on March 16, 2026.