Signing Day Sports agrees to reverse merger with BlockchAIn Digital; existing owners to hold 8.5% of combined entity

Signing Day Sports, Inc.

SGN shares converted into right to receive Holdings shares; SGN holders will own at least 8.5% of fully diluted Holdings post-close.
One Blockchain membership interests converted into formula-based Holdings shares; earnout shares (11.628%) if Holdings 2026 EBITDA >= $25M.
Closing requires stockholder approval, NYSE American listing, and termination of current CEO, COO, President with 24-month consulting deals.
Voting and Support Agreement with holders of at least 1.4% of SGN shares; breach fee up to $250,000.
SGN may continue ATM offering up to $4M for legacy business; all remaining cash at closing goes to legacy liabilities.

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