Signing Day Sports Inc美股招股说明书(2026-01-14版)

9,483,500 Shares of Common StockandWarrants to Purchase up to 14,225,250 Shares of Common Stock,Representative’s Warrants to Purchase up to 474,175 Shares of Common Stock,andUp to 14,699,425 Shares of Common Stock Issuable Upon Exercise of the Warrants and Representative’s Warrants This is an underwritten public offering of Signing Day Sports, Inc., a Delaware corporation (“we,” “us,” “our,” the “Company,” or“Signing Day Sports”), of 9,483,500 shares of common stock, par value $0.0001 per share (“common stock” or “Signing Day Sportscommon stock”), and warrants (“warrants”) initially exercisable to purchase up to 14,225,250 shares of common stock or 14,225,250shares upon exercise of a zero cash exercise option. Each warrant will be exercisable at an initial exercise price of $0.7086 per share(120% of the combined public offering price per share and warrant). The warrants will be exercisable upon issuance and will terminateon the earlier of full exercise, five years from the initial exercise date and the date of the Business Combination Closing (as defined in“Prospectus Summary – Business Combination”). See “Description of Securities – Warrants”. We are offering each share and warrantat a combined public offering price of $0.5905 per share and accompanying warrant. The warrants will be automatically exercised on a “zero cash exercise” basis at 9:00 a.m. (New York City time) on January 20, 2026for the lesser of the total amount of shares of common stock that the warrants may be exercised for at the time of such exercise and theBeneficial Ownership Limitation (as defined in the warrants). At any time thereafter until 4:30 p.m. (New York City time) on January23, 2026, the warrants may be exercised for the unexercised portion of the warrants on a zero cash exercise basis, subject to theBeneficial Ownership Limitation. At the time of each such zero cash exercise, subject to the Beneficial Ownership Limitation, eachwarrant shall be exercised, without payment of any additional cash or other consideration to the Company, for a number of shares ofcommon stock determined by multiplying the total number of warrant shares with respect to which the warrant is then being exercisedby the Black Scholes Value (as defined in the warrants) divided by the lower of the two closing bid prices of the common stock in thetwo trading days prior to the time of such exercise, but in any event not less than the floor price as set forth in the warrants (the “FloorPrice”). Accordingly, we believe it is highly unlikely that a holder of the warrants would pay an exercise price in cash to receive sharesof common stock. As a result, we will likely not receive any additional funds and do not expect to receive any additional funds uponthe exercise of the warrants. This prospectus also relates to the shares of common stock that are issuable from time to time uponexercise of each of the warrants. See “Description of Securities – Warrants”. The common stock and the accompanying warrants can only be purchased together in this offering but will be issued separately andwill be immediately separable upon issuance. Pursuant to the registration statement related to this prospectus, we are also registeringthe shares of common stock issuable upon exercise of the warrants offered hereby. We collectively refer to the shares of common stock and warrants offered hereby, including the shares of common stock underlying thewarrants as the “securities”. Our shares of common stock are listed on the NYSE American LLC (the “NYSE American”) under the symbol “SGN”. On January12, 2026, the last reported sale price of our common stock on the NYSE American was $0.591 per share. There is no establishedtrading market for the warrants, and we do not expect a market to develop. We do not intend to apply for a listing of the warrants onany securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of such securitieswill be limited. Per ShareandAccompanyingWarrantTotal(4)Public offering price(1)$0.5905$5,600,006.75Underwriting discounts and commissions(1)(2)$0.0413$ 392,000.47 Proceeds to us (before expenses)(3) (1)The public offering price and underwriting discount corresponds to the combined public offering price per share of common stockand accompanying warrant of $0.5905 ($0.5492net of the underwriting discount). (2)We have agreed to pay the underwriters a discount equal to 7% of the gross proceeds of the offering. In addition, we have agreedto sell to Maxim Group LLC (the “Representative” or “Maxim Group”), or its permitted assigns, on the applicable closing date ofthis offering, warrants in an amount equal to 5% of the aggregate number of shares of common stock sold by us in this offering(the “Representative’s Warrants”), including any shares sold pursuant to exercise of the underwriters’ over-allotment option. See“Underwriting” for additional information regarding underwriting compensation and “Description