Signing Day Sports, Inc. 8-K

What Happened

• Signing Day Sports, Inc. filed an 8-K on Feb 20, 2026 announcing progress on a proposed Business Combination under a Business Combination Agreement first dated May 27, 2025 (amended Nov 10, 2025 and Dec 21, 2025). The deal calls for (1) Merger Sub I to merge into Signing Day Sports (Signing Day to become a wholly owned subsidiary of BlockchAIn) and (2) Merger Sub II to merge into One Blockchain (One Blockchain to become a wholly owned subsidiary of BlockchAIn). BlockchAIn has filed a Registration Statement on Form S-4 (declared effective) and has sent the definitive Proxy Statement/Prospectus to Signing Day Sports stockholders seeking approval of the Business Combination.

Key Details

• Exchange Ratio: BlockchAIn set the Exchange Ratio equal to (last reported sale price of Signing Day Sports common stock on the last trading day prior to Closing) ÷ 7.5; fractional BlockchAIn shares will be rounded up to 1 share for that fraction.
• Minimum stake protection: After any permitted Exchange Ratio adjustments, Signing Day Sports stockholders must receive at least 8.5% of BlockchAIn common shares outstanding on a fully diluted basis (excluding out-of-the-money options/warrants).
• Transaction mechanics: BlockchAIn common shares to be issued are registered ($0.0001 par value); the S-4 is effective and the proxy/prospectus has been distributed to stockholders for a vote.
• Procedural notes: Directors/managers of One Blockchain and BlockchAIn currently hold no interests in Signing Day Sports; the filing includes standard forward-looking statement cautions.

Why It Matters

• This filing confirms the companies are advancing the merger process (S-4 effective and proxy distributed), and Signing Day stockholders will vote on the transaction. The Exchange Ratio ties the conversion of Signing Day shares into BlockchAIn shares to Signing Day’s market price (price ÷ 7.5), so the ultimate share allocation and post-closing ownership stakes will depend on the closing-period market price and any permitted adjustments. Investors should read the Registration Statement and Proxy Statement/Prospectus for full terms, risks, and voting details before making decisions.