TLDR
- The exchange ratio has been finalized for SGN’s three-way merger involving BlockchAIn Digital Infrastructure and One Blockchain LLC.
- Common shares of BlockchAIn will be issued to stockholders based on a ratio calculated using SGN’s closing price before the deal finalizes, divided by 7.5.
- A minimum ownership stake of 8.5% in BlockchAIn’s outstanding common stock is guaranteed for SGN stockholders following the merger.
- The Form S-4 has received SEC effectiveness; proxy documents are now in the hands of stockholders awaiting their vote.
- Weekly gains exceeded 107% for SGN, which traded at $0.52 with approximately $5.69 million in market capitalization.
The exchange ratio for Signing Day Sports (SGN) and its upcoming merger with BlockchAIn Digital Infrastructure has been finalized, pushing the three-party transaction closer to completion.
One Blockchain LLC is the third participant in this merger arrangement. Upon deal completion, both SGN and One Blockchain will operate as wholly owned subsidiaries under BlockchAIn.
BlockchAIn’s registered common shares will be distributed to SGN stockholders. The conversion formula divides SGN’s final reported trading price on the last business day before closing by 7.5. Any fractional share amounts will be rounded up to a complete share.
The terms ensure SGN stockholders will own no less than 8.5% of BlockchAIn’s total outstanding common stock after the merger concludes, calculated on a fully diluted basis — with out-of-the-money options and warrants excluded from the calculation.
This ratio structure also facilitates BlockchAIn’s objective of securing a listing on NYSE American, which represents a strategic priority for the merged entity.
SEC Clears Key Hurdle
A significant regulatory checkpoint was passed after the SEC granted effectiveness to the Form S-4 registration statement. Proxy documentation has been distributed to SGN stockholders, who are now being asked to cast their votes on the proposed transaction.
The initial business combination agreement was executed on May 27, 2025, followed by two subsequent amendments in November and December 2025.
The second amendment moved the termination date from December 31, 2025 to February 17, 2026. Following the S-4 effectiveness declaration, this deadline has been further extended to April 30, 2026.
SGN Stock Surges on Merger News
Trading activity for SGN has been particularly intense over the past week. Share prices climbed more than 107%, reaching $0.52 when the announcement was made, while market capitalization stood at approximately $5.69 million.
With a beta of 9.25, the stock demonstrates extreme volatility characteristics.
Current analyst consensus shows a Hold rating with a $0.21 price target — significantly under recent market prices.
Daily trading volume has averaged over 33 million shares, indicating substantial retail trader participation following the merger developments.
The most significant recent development remains the SEC’s effectiveness declaration for the Form S-4 filing.
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