Signing Day Sports And One Blockchain Amend Business Combination Agreement, Extend Termination Date To 2026

On December 21, 2025, Signing Day Sports, Inc., a Delaware corporation (the "Company" or "Signing Day Sports"), entered into the Amendment No. 2 to the Business Combination Agreement (the "Amendment") with One Blockchain LLC, a Delaware limited liability company ("One Blockchain"), BlockchAIn Digital Infrastructure, Inc., a Delaware corporation ("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"). The Amendment amended the Business Combination Agreement, dated as of May 27, 2025, among Signing Day Sports, BlockchAIn, One Blockchain, Merger Sub I, and Merger Sub II (the "Original Business Combination Agreement"), as amended by the Amendment No. 1 to the Business Combination Agreement, dated as of November 10, 2025, between Signing Day Sports and One Blockchain (as amended, the "Business Combination Agreement").

 

Pursuant to the Amendment, the date that either Signing Day Sports or One Blockchain may terminate the Business Combination Agreement by written notice to the other if any of the condition to the closing of the transactions contemplated by the Business Combination Agreement (the "Transactions") was extended from December 31, 2025 to February 17, 2026 (the "Outside Date"), and in the event that the Registration Statement on Form S-4, as amended or supplemented (the "Registration Statement"), filed by BlockchAIn in connection with the Transactions pursuant to the Business Combination Agreement is declared effective by the Securities and Exchange Commission (the "SEC") by the Outside Date, such Outside Date shall be extended to April 30, 2026 instead of February 15, 2026. In addition, the Amendment removed a provision from the Original Business Combination Agreement which provided that, at the request of One Blockchain, Signing Day Sports would issue a certain series of super voting preferred shares as of the record date for the special stockholder meeting to be called for the purpose of approving the Transactions.