TLDR
- Signing Day Sports (SGN) has set the exchange ratio for its merger with BlockchAIn Digital Infrastructure.
- SGN stockholders will receive BlockchAIn common shares, with the ratio based on SGN’s last trading price before closing divided by 7.5.
- Post-merger, SGN stockholders will hold at least 8.5% of BlockchAIn’s outstanding common shares on a fully diluted basis.
- The SEC has declared the Form S-4 registration statement effective, and proxy materials have been sent to SGN stockholders.
- SGN stock surged over 107% in the past week, trading at $0.52 with a market cap of around $5.69 million.
Signing Day Sports (SGN) has set the exchange ratio for its three-way merger with BlockchAIn Digital Infrastructure and One Blockchain LLC, moving the deal one step closer to completion.
The merger structure will see SGN become a wholly owned subsidiary of BlockchAIn. At the same time, One Blockchain LLC will also merge into BlockchAIn through a separate subsidiary.
SGN stockholders will receive registered common shares of BlockchAIn as part of the deal. The exchange ratio is calculated by dividing SGN’s last reported sale price on the final trading day before closing by 7.5.
If that calculation produces a fractional share, it gets rounded up to one full share for that holder. It’s a small but practical detail that protects smaller investors from being left with nothing.
The agreement guarantees that SGN stockholders will hold at least 8.5% of BlockchAIn’s outstanding common shares on a fully diluted basis after the deal closes. That figure excludes any out-of-the-money options and warrants.
The exchange ratio adjustment is also designed to help BlockchAIn meet NYSE American listing requirements. Getting that listing is clearly a key goal for the combined company.
The SEC declared the Form S-4 registration statement effective, clearing a major regulatory hurdle. Proxy materials have already been sent to SGN stockholders seeking approval for the combination.
Merger Timeline
The business combination agreement was originally signed on May 27, 2025. It has since been amended twice — on November 10 and again on December 21, 2025.
A second amendment extended the termination deadline from December 31, 2025, to February 17, 2026. If the S-4 was declared effective by that date, the termination window would extend further to April 30, 2026.
Stock Performance
SGN stock has been moving fast. The stock surged more than 107% over the past week, trading at $0.52 at the time of the announcement.
The market cap sits at roughly $5.69 million — tiny by most standards. The stock’s beta of 9.25 reflects just how volatile this one can get.
The most recent analyst rating on SGN is a Hold, with a price target of $0.21. That’s well below where the stock has been trading since the merger news picked up steam.
Technical signals are also leaning bearish. The stock is trading below its major moving averages, and the MACD is negative.
The average daily trading volume has climbed to over 33 million, showing the level of retail interest this merger has generated.
The SEC’s declaration of effectiveness on the Form S-4 registration statement remains the most recent key development in the transaction process.
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