UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
17, 2026
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
| ( |
| (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)) |
| 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 | ||
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 7.01 Regulation FD Disclosure.
As previously disclosed in its Current Reports on
Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 28, 2025, November 12, 2025, and December
22, 2025, Signing Day Sports, Inc., a Delaware corporation (“Signing Day Sports” or the “Company”), is party to
a Business Combination Agreement, dated as of May 27, 2025, among the Company, BlockchAIn Digital Infrastructure, Inc., a Delaware corporation
(“BlockchAIn”), 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”), as amended by Amendment No. 1 to
the Business Combination Agreement, dated as of November 10, 2025, between Signing Day Sports and One Blockchain, as amended by Amendment
No. 2 to the Business Combination Agreement, dated as of December 21, 2025, by and among the Company, BlockchAIn, One Blockchain, Merger
Sub I, and Merger Sub II (as amended, the “Business Combination Agreement”).
On February 17, 2026, the Company issued a press release
announcing that the SEC had declared the registration statement on Form S-4 (the “Registration Statement”) that was filed
in connection with the transactions contemplated by the Business Combination Agreement (the “Business Combination”) effective
as of January 30, 2026, and that a special meeting of stockholders of record as of January 20, 2026 will be held on March 13, 2026 (the
“Special Meeting”), in order to consider and vote on proposals relating to the Business Combination. A copy of the press release
is attached hereto as Exhibit 99.1.
The information furnished pursuant to this Item 7.01
(including Exhibit 99.1 hereto), shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except
as expressly set forth by specific reference in such a filing.
Additional Information and Where to Find It
Pursuant to the Business Combination Agreement, BlockchAIn
has filed relevant materials with the SEC, including a Registration Statement on Form S-4 (the “Registration Statement”) to
register the common shares of BlockchAIn to be issued in connection with the proposed Business Combination, and is expected to file a
definitive proxy statement of the Company and a prospectus of BlockchAIn (the “Proxy Statement/Prospectus”) on or about February
17, 2026. The Registration Statement has been declared effective by the SEC. The Proxy Statement/Prospectus is expected to be sent
to the Signing Day Sports Stockholders to seek their approval of the proposed Business Combination. Each of BlockchAIn, One Blockchain,
and Signing Day Sports may file with the SEC other relevant documents concerning the proposed transaction. BEFORE MAKING ANY VOTING
DECISION, INVESTORS AND SECURITY HOLDERS OF SIGNING DAY SPORTS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ONE BLOCKCHAIN, SIGNING DAY SPORTS, THE PROPOSED BUSINESS COMBINATION, AND RELATED
MATTERS. The Registration Statement, the Proxy Statement/Prospectus, and any other documents filed by BlockchAIn, One 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.
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 Signing Day Sports Stockholders with respect to the Business Combination 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, as amended on August
6, 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 Business Combination by security holdings or otherwise, is
included in the Proxy Statement/Prospectus and other relevant documents that are or will be publicly filed with the SEC when they become
available. The directors, managers and officers of One Blockchain and 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, or pursuant to an exemption from,
or in a transaction not subject to, such registration requirements.
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 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 complete the Business Combination, 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 Business Combination, obtain stock exchange clearance of a listing application in connection with the Business
Combination, the parties’ ability to obtain their respective equity securityholders’ approval, and 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 described more fully in the section titled “Risk Factors” of the Registration Statement and are further
described in the Proxy Statement/Prospectus. See also the section titled “Risk Factors” in the Company’s periodic reports
which are filed with the SEC. 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, BlockchAIn, One Blockchain, or any of their affiliates, or other matters and attributable to the Company, BlockchAIn, 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 | |
| 99.1 | Press Release dated February 17, 2026 | |
| 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: February 17, 2026 | SIGNING DAY SPORTS, INC. | |
| /s/ Daniel Nelson | ||
| Name: | Daniel Nelson | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Signing Day Sports Announces Effectiveness of
Form S-4 Registration Statement and March 13, 2026 Special Stockholder Meeting to Approve Business Combination with BlockchAIn
BlockchAIn Digital Infrastructure, Inc. Expected
to Trade on NYSE American Under Ticker Symbol “AIB” Following Completion of Business Combination
SCOTTSDALE, AZ / GLOBE NEWSWIRE / February
17, 2026 / – Signing Day Sports, Inc. (“Signing Day Sports” or the “Company”) (NYSE American: SGN),
today announced that the Registration Statement on Form S-4 (the “Registration Statement”) filed by BlockchAIn Digital Infrastructure,
Inc. (“BlockchAIn Inc.”) in connection with the Company’s previously announced proposed business combination with BlockchAIn
Inc., One Blockchain LLC (“BlockchAIn LLC” and together with BlockchAIn Inc., “BlockchAIn”), and certain affiliates
of BlockchAIn (the “Business Combination”), was declared effective by the U.S. Securities and Exchange Commission (“SEC”)
on January 30, 2026.
Signing Day Sports also announced that it will
hold a special meeting of its stockholders (the “Special Meeting”) on March 13, 2026, at which stockholders will be asked
to consider and vote on the approval of the Business Combination.
A definitive proxy statement of Signing Day Sports
and a prospectus of BlockchAIn Inc. relating to the Business Combination (the “Proxy Statement/Prospectus”) is expected to
be mailed or otherwise distributed on or about February 18, 2026 to the stockholders of record of Signing Day Sports as of the close of
business on January 20, 2026. Only stockholders of record as of the close of business on such date will be entitled to notice of, and
to vote at, the Special Meeting.
As previously disclosed, Signing Day Sports entered
into a Business Combination Agreement with BlockchAIn and certain affiliates of BlockchAIn on May 27, 2025, as amended on November 10,
2025, and December 21, 2025. The Business Combination is expected to be completed following the Special Meeting, subject to stockholder
approval and the satisfaction or waiver of certain closing conditions, including applicable regulatory and stock exchange approvals. Upon
consummation of the Business Combination, Signing Day Sports and BlockchAIn LLC are expected to become wholly-owned subsidiaries of BlockchAIn
Inc., and the shares of BlockchAIn Inc. are expected to trade on the NYSE American under the ticker symbol “AIB.”
Daniel Nelson, Chief Executive Officer of Signing
Day Sports, commented, “The effectiveness of the Form S-4 marks an important step toward completing what we believe is a transformational
transaction for our stockholders. We look forward to the upcoming Special Meeting and the opportunity to bring this combination to a vote.
We believe BlockchAIn’s operating digital infrastructure platform, disciplined execution, and focus on AI and high-performance computing
position the combined company to pursue long-term value creation.”
Jerry Tang, Chief Executive Officer of BlockchAIn,
added, “This is an important milestone as we move closer to becoming a publicly listed company. With an established operating facility
generating meaningful revenue and cash flow, and a scalable expansion roadmap ahead, we believe access to the public markets will enhance
our ability to accelerate growth and capitalize on the increasing demand for AI-ready infrastructure. We appreciate the continued collaboration
with Signing Day Sports and look forward to completing this transaction.”
About One Blockchain LLC
BlockchAIn LLC is a developer and operator of
digital infrastructure focused on HPC and AI hosting. BlockchAIn LLC has planned AI data center expansions with favorable economics for
activation in 2026 and 2027. BlockchAIn operations are currently centered around its existing 40 MW data center facility in South Carolina.
In 2024, this facility generated approximately $22.9 million in revenue and approximately $5.7 million in net income. BlockchAIn LLC’s
mission is to become a leader in creating and operating scalable sustainable power and data infrastructure purpose-built for AI hosting,
AI workloads, HPC, and accelerated compute applications.
About Signing Day Sports, Inc.
Signing Day Sports’ mission is to help student-athletes
achieve their goal of playing college sports. Signing Day Sports’ app allows student-athletes to build their Signing Day Sports recruitment
profile, which includes information college coaches need to evaluate and verify them through video technology. The Signing Day Sports
app includes a platform to upload a comprehensive data set including video-verified measurables (such as height, weight, 40-yard dash,
wingspan, and hand size), academic information (such as official transcripts and SAT/ACT scores), and technical skill videos (such as
drills and mechanics that exemplify player mechanics, coordination, and development). For more information on Signing Day Sports, go to
https://bit.ly/SigningDaySports.
Investor Contacts:
Crescendo Communications, LLC
212-671-1020
SGN@crescendo-ir.com
Forward-Looking Statements
This press release and the statements contained
herein include “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, 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 complete the Business
Combination, 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 Business Combination, obtain stock exchange
clearance of a listing application in connection with the Business Combination, the parties’ ability to obtain their respective
equity securityholders’ approval, and 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 described more fully in the section
titled “Risk Factors” of the Registration Statement and are further described in the Proxy Statement/Prospectus. See also
the section titled “Risk Factors” in the Company’s periodic reports which are filed with the SEC. 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, BlockchAIn, or any of their affiliates,
or other matters and attributable to the Company, 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.
Additional Information and Where to Find It
Pursuant to the Business Combination Agreement,
BlockchAIn Inc. has filed relevant materials with the SEC, including the Registration Statement to register the BlockchAIn Inc. common
shares to be issued in connection with the proposed Business Combination, and is expected to file the Proxy Statement/Prospectus on or
about February 17, 2026. The Registration Statement has been declared effective by the SEC. The Proxy Statement/Prospectus will
be sent to the Signing Day Sports stockholders of record to seek their approval of the proposed Business Combination. Each of BlockchAIn
Inc., BlockchAIn LLC, and Signing Day Sports may file with the SEC other relevant documents concerning the proposed transaction.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF SIGNING DAY SPORTS ARE URGED TO READ THE REGISTRATION STATEMENT,
THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT BLOCKCHAIN, SIGNING DAY SPORTS, THE PROPOSED
BUSINESS COMBINATION, AND RELATED MATTERS. The Registration Statement, the Proxy Statement/Prospectus, and any other documents filed by
BlockchAIn Inc., BlockchAIn LLC, 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.
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 Signing Day Sports stockholders of record with respect to the Business Combination 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, as amended on August 6, 2025. Additional information regarding the persons or entities who may be deemed participants in the solicitation
of proxies from Signing Day Sports stockholders of record, including a description of their interests in the Business Combination by security
holdings or otherwise, is included in the Proxy Statement/Prospectus and other relevant documents that are or will be publicly filed with
the SEC when they become available. The directors, managers and officers of BlockchAIn LLC and BlockchAIn Inc. 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, or pursuant to an exemption from,
or in a transaction not subject to, such registration requirements.
