NEW YORK - January 29, 2025 (NEWMEDIAWIRE) - Dear Cashmere Holding Company (OTC: DRCR) also known as Swifty Global (Swifty), is a cutting-edge technology firm focused on creating ground-breaking solutions in the sports betting sector. Signing Day Sports Inc. (NYSE American: SGN) announced today that it has signed a Stock Purchase Agreement (SPA) to acquire 99.13% of the issued and outstanding capital stock of Dear Cashmere Group Holding Company (OTC: DRCR) from its controlling shareholders.
Swifty Global is a global online sports and casino technologies company with a track record of revenue growth and profitability.
Swifty Global's strengths and growth strategies are expected to contribute significantly to the Company's growth potential, including:
Strong Financial Performance: Swifty Global achieved revenues of over $128 million and a net profit of approximately $2.44 million for the fiscal year ended December 31, 2023, despite significant investments of nearly $3.1 million in software development and licensing.
Global Expansion Targeting High Growth Markets: Swifty Global continues to expand its international gambling operations with significant growth opportunities on the horizon. This strategy aligns with the shared vision of both companies to target high-growth markets as a core component of our long-term strategy.
Daniel Nelson, CEO of Signing Day Sports, commented, "We are thrilled to announce the signing of the SPA with Swifty Global, which reflects the shared vision and collaboration between our organizations. I extend my sincere appreciation to James Gibbons and Nick Link for their exceptional efforts throughout this process. We see the SPA as a significant step toward accelerated expansion, enabling us to leverage Swifty Global's cutting-edge SaaS technology to enhance operational efficiency, reduce costs by over 50%, and accelerate product development. Together, we expect to increase user growth, retention, and new revenue opportunities while expanding into emerging markets across Europe, Africa, and the Middle East. Together, we are confident in our ability to build a stronger company, committed to innovation, positioned for global expansion, and powered by cutting-edge technology - delivering exceptional value to our shareholders and clients.
"Following the closing of the SPA, Swifty Global will operate as a subsidiary of Signing Day Sports, with its financial results fully integrated into our operations. Signing Day Sports' pre-closing business will likewise operate within a subsidiary of Signing Day Sports."
James Gibbons, CEO of Swifty Global, commented, "The Swifty Global team has worked extremely hard, demonstrating exceptional diligence and discipline in building an outstanding business with a solid foundation. We are excited about the future and look forward to working together to achieve great things."
Terms of the Transaction
At the closing of the acquisition under the SPA, Signing Day Sports will acquire from James Gibbons and Nicolas Link (the "Sellers) the common stock and preferred stock of Swifty Global held by them constituting 99.13% of the issued and outstanding capital stock of Swifty Global. Additional sellers holding Swifty Global common stock or preferred stock may enter into substantially identical agreements with Signing Day Sports and also sell their Swifty Global capital stock to Signing Day Sports, which would increase the aggregate percentage of Swifty Global acquired by Signing Day Sports.
At the closing, the Sellers will receive a number of shares of Signing Day Sports common stock that is equal to 19.99% of the issued and outstanding common stock of Signing Day Sports as of the date of the SPA. The balance of the shares that Signing Day Sports must issue to the sellers will be in the form of convertible preferred stock that will have no voting or dividend rights until shareholder approval of conversion and the clearance of an initial listing application with The Nasdaq Stock Market LLC ("Nasdaq"). Signing Day Sports legacy shareholders are expected to retain approximately 8.24% of the post-transaction company's shares, with the remaining approximately 91.76% being issued to the sellers and the other stockholders of DRCR, based on the number of shares of Signing Day Sports common stock outstanding as of the date of the SPA, subject to adjustment as described below.
At the closing, James Gibbons will become the Chief Executive Officer of Signing Day Sports and remain the Chief Executive Officer of Swifty Global. Signing Day Sports management will remain the management of the Signing Day Sports subsidiary that will be established in connection with the acquisition. One Signing Day Sports executive director will resign, and Mr. Gibbons will be elected to the Signing Day Sports board.
After the closing, Signing Day Sports will consolidate Swifty Global's financial statements and operate Swifty Global as a subsidiary. Signing Day Sports' existing assets will be contributed into a newly formed subsidiary.
After the closing, Signing Day Sports will hold a shareholder meeting to, among other things, approve the conversion of the preferred stock issued to the Sellers into common stock, and elect a new board of directors of Signing Day Sports. If the stockholders approve the proposals, the Signing Day Sports preferred stock will convert into 18,316,086 shares of Signing Day Sports common stock. In addition, the board will continue to consist of five members, consisting of one board member nominated by Signing Day Sports, two independent directors and one executive director nominated by Swifty Global's pre-closing board, and one independent director jointly nominated by both Signing Day Sports and Swifty Global jointly.
Signing Day Sports and Swifty Global will also seek all necessary stockholder, regulatory, and stock exchange consents or approvals, in order for Signing Day Sports to acquire the remaining outstanding equity ownership of Swifty Global not acquired from the Sellers under the SPA or additional stock purchase agreements through a merger of Swifty Global into Signing Day Sports or a wholly-owned subsidiary of Signing Day Sports (the "Merger"). Signing Day Sports will file a registration statement on Form S-4 relating to, among other things, the registration of the offer and sale of the shares of Signing Day Sports common stock to be issued to the stockholders of Swifty Global in the Merger.
Both Signing Day Sports and Swifty Global will collectively seek to raise at least $2.0 million in financing as soon as possible, with the proceeds split equally. These funds will be used for the operations of each of Signing Day Sports and Swifty Global, and the payment of outstanding liabilities of Signing Day Sports, such that there will be no material liabilities of Signing Day Sports remaining at the time of the conversion of the preferred stock. If, at the effective time of the Merger, Signing Day Sports has any indebtedness for borrowed money or liabilities in excess of $150,000 relating to the period prior to the closing, then Signing Day Sports will issue to the legacy stockholders of Swifty Global, including the Sellers, as soon as practicable following the closing of the Merger, a number of shares of Signing Day Sports common stock equal to the aggregate Signing Day Sports liabilities divided by the Applicable Price Per Share (as defined in the SPA).
Both Signing Day Sports and Swifty Global will complete due diligence before the closing under the SPA. The closing is subject to the satisfaction or waiver of closing conditions, including, without limitation, conditional approval from Nasdaq of an initial listing application that has been filed with such exchange, and no assurance can be given that the closing will occur, or that post-closing requirements for the acquisition will be met. From and after the closing, Signing Day Sports is expected to commence trading on the Nasdaq.
The sellers and the officers and directors of Signing Day Sports will be subject to a three-month lock-up period following the closing.
The SPA contains provisions for termination, representations, warranties, covenants, and mutual indemnification provisions.
Advisors to the transaction include Maxim Group LLC, which is serving as exclusive financial advisor to Swifty Global. Lucosky Brookman LLP is serving as counsel to Swifty Global. Bevilacqua PLLC is serving as counsel to Signing Day Sports.
A copy of the SPA will be filed as an exhibit to a current report on Form 8-K to be filed by Signing Day Sports with the U.S. Securities and Exchange Commission ("SEC") on or about the date of this press release.
Signing Day Sports
Signing Day Sports' mission is to help student-athletes achieve their goal of playing college sports. Signing Day Sports' app allows student-athletes to build their Signing Day Sports' recruitment profile, which includes information college coaches need to evaluate and verify them through video technology. The Signing Day Sports app includes a platform to upload a comprehensive data set including video-verified measurables (such as height, weight, 40-yard dash, wingspan, and hand size), academic information (such as official transcripts and SAT/ACT scores), and technical skill videos (such as drills and mechanics that exemplify player mechanics, coordination, and development). For more information about Signing Day Sports, go to https://bit.ly/SigningDaySports.
Swifty Global
Swifty Global is a technology company operating out of London, New York and Dubai developing ground-breaking technology solutions in the gambling and betting sector. Swifty Global aims to drive shareholder value through accelerated innovation and enhanced usability of the products it develops. With licenses spanning several jurisdictions, Swifty Global has successfully brought to market a suite of offerings. This includes the company's proprietary swipe betting sports prediction application, as well as its traditional sportsbook and casino gaming platform. For more information about Swifty Global, go to https://www.otcmarkets.com/stock/DRCR/profile.
For regular Swifty Global (DRCR) updates, you are invited you to view the company's website and/or to follow the company's X (Twitter) and LinkedIn accounts:
Certain information set forth in this press release contains "forward-looking information", including "future-oriented financial information" and "financial outlook", under applicable securities laws (collectively referred to herein as forward-looking statements). Except for statements of historical fact, the information contained herein constitutes forward-looking statements and includes, but is not limited to, the (i) projected financial performance of the Company; (ii) completion of, and the use of proceeds from, the sale of the shares being offered hereunder; (iii) the expected development of the Company's business, projects, and joint ventures; (iv) execution of the Company's vision and growth strategy, including with respect to future M&A activity and global growth; (v) sources and availability of third-party financing for the Company's projects; (vi) completion of the Company's projects that are currently underway, in development or otherwise under consideration; (vi) renewal of the Company's current customer, supplier and other material agreements; and (vii) future liquidity, working capital, and capital requirements. Forward-looking statements are provided to allow potential investors the opportunity to understand management's beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements. Although forward-looking statements contained in this presentation are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements. The Securities and Exchange Commission ("SEC") has provided guidance to issuers regarding the use of social media to disclose material non-public information. In this regard, investors and others should note that we announce material financial information via official Press Releases, in addition to SEC filings, press releases, Questions & Answers sessions, public conference calls and webcasts also may take time from time to time. We use these channels as well as social media to communicate with the public about our company, our services, and other issues. It is possible that the information we post on social media could be deemed to be material information. Therefore, in light of the SEC's guidance, we encourage investors, the media, and others interested in our company to review the information we post on the following social & media channels: Website: https://swifty.global, Twitter: https://x.com/SwiftyGlobal
