NEW YORK, NY -- January 29, 2025 -- InvestorsHub NewsWire --
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:
Website: https://swifty.global
X (Twitter): https://x.com/SwiftyGlobal
LinkedIn: https://www.linkedin.com/company/swifty-global
Email: hello@swifty.global
Related links:
OTC Markets Profile: https://www.otcmarkets.com/stock/DRCR/profile
Source: DRCR
Forward-Looking Statement
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.
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