Signing Day Sports, Inc. 8-K Summary: Business Combination Agreement

Event Description (what happened)

A significant transformation is underway for Signing Day Sports, Inc. (SDS). The company has entered a merger agreement with BlockchAIn Digital Infrastructure, Inc. and One Blockchain LLC. This agreement outlines SDS's plan to combine with BlockchAIn Digital Infrastructure, Inc., a technology firm specializing in blockchain solutions across various industries.

Once the deal closes, SDS will no longer operate as an independent, publicly traded company. Instead, SDS shareholders will receive 0.5 shares of BlockchAIn Digital Infrastructure, Inc. common stock for each SDS common share they own. The combined entity will operate under the BlockchAIn Digital Infrastructure, Inc. name and trade on the NYSE American under the new ticker symbol "AIB."

This strategic combination aims to leverage SDS's sports recruitment network and user base with BlockchAIn's secure digital infrastructure. The goal is to create a more robust platform, enhance user experience, and generate new revenue streams within the sports and education sectors.

Event Date/Timeline

• May 27, 2023: SDS signed the original Business Combination Agreement.
• November and December 2023: The companies updated the agreement to refine its terms and conditions.
• February 28, 2024: The U.S. Securities and Exchange Commission (SEC) declared the Registration Statement on Form S-4 effective. This statement detailed the merger and cleared a major regulatory hurdle.
• March 8, 2024: Signing Day Sports, Inc. shareholders approved the merger at a special meeting.
• March 10, 2024: The company announced the anticipated closing date for the transaction.
• On or about March 15, 2024: The transaction is expected to officially close. SDS shares will then convert into BlockchAIn shares, and the combined company will begin trading under the ticker "AIB."

Impact Assessment (who/what is affected)

This merger marks a significant strategic shift for Signing Day Sports, Inc.

• For Signing Day Sports, Inc. (SDS): SDS will no longer operate as an independent, publicly traded company. BlockchAIn Digital Infrastructure, Inc. will integrate SDS's operations, technology, and strategic direction into its overall vision, focusing on digital infrastructure within the sports sector.
• For SDS Shareholders: Your existing SDS common stock will convert into 0.5 shares of BlockchAIn Digital Infrastructure, Inc. common stock for each SDS share you hold. The value of your investment will then depend on BlockchAIn's stock performance.
• For BlockchAIn Digital Infrastructure, Inc. Shareholders: BlockchAIn will expand its operations by integrating SDS's assets, technology, and user base. While BlockchAIn will issue new shares, causing some dilution for existing shareholders, the deal is expected to boost BlockchAIn's revenue and potentially earnings per share within the first year post-closing. This growth is driven by anticipated synergies and expanded market reach.
• For Employees: BlockchAIn expects to integrate key SDS talent, particularly within the sports tech division. While some roles may become redundant due to integration, new opportunities may arise within the larger combined entity.
• For Customers (Athletes, Coaches): SDS's application and services will continue and could benefit from BlockchAIn's technological expertise. This could lead to new features, enhanced security, and improved performance. Integration efforts aim for a seamless transition.
• For the Market: This transaction signifies a strategic consolidation at the intersection of sports technology and digital infrastructure, potentially signaling a trend toward more secure and integrated platforms in athlete management and recruitment.
• Leadership: The filing notes that One Blockchain and BlockchAIn's directors, managers, and officers do not currently own any SDS shares. BlockchAIn's current leadership is expected to primarily form the combined company's board and executive team, with potential for key SDS executives to join the management team.

Financial Impact (if applicable)

SDS shareholders will receive 0.5 shares of BlockchAIn Digital Infrastructure, Inc. common stock for each SDS share in a stock-for-stock exchange. The filing did not disclose the specific total transaction value.

For BlockchAIn, the company anticipates the acquisition will boost its revenue and potentially earnings per share within the first year post-closing, driven by expected synergies and an expanded market presence. However, issuing new shares to SDS shareholders will dilute existing BlockchAIn shareholders.

Key Takeaways for Investors

• Share Conversion: If you own Signing Day Sports, Inc. (SDS) stock, your shares will automatically convert into 0.5 shares of BlockchAIn Digital Infrastructure, Inc. (AIB) for each SDS share you hold when the transaction closes, expected on or about March 15, 2024.
• New Ticker Symbol: The combined company will trade on the NYSE American under the new ticker symbol "AIB." Your investment will then reflect the performance of this combined entity.
• Deal Status: The merger is in its final stages, having received SEC approval and shareholder approval. The anticipated closing is imminent.
• Investment Decision: If you hold SDS shares, consider whether to hold them through the conversion or sell them before the closing date. The SDS stock price will likely reflect the value of the BlockchAIn shares you will receive.
• Risks: While the deal is nearly complete, be aware of potential integration risks. These include challenges in combining technologies, retaining key talent, and achieving anticipated synergies. Market risks related to the combined entity's future performance and the broader economic environment also persist.
• Future Monitoring: Monitor official announcements regarding the transaction's definitive closing and the start of trading under the new ticker "AIB."