06/09/2025 | Press release | Distributed by Public on 06/09/2025 15:20
Item 8.01 Other Events.
On June 6, 2025, Slam Corp. ("Slam" or the "Company") filed a definitive proxy statement (the "Proxy Statement") announcing that it will hold an extraordinary general meeting of Slam (the "Shareholder Meeting") to vote on a proposed amendment to the Company's amended and restated memorandum and articles of association to (a) extend the date (the "Termination Date") by which Slam has to consummate a Business Combination (as defined in the Proxy Statement) from June 25, 2025 to December 24, 2025 (the "Articles Extension Date") and to allow the Company, without another shareholder vote, to extend the Termination Date to consummate a Business Combination on a monthly basis for up to five times by an additional one month each time after the Articles Extension Date, by resolution of the board of directors of Slam, if requested by Slam Sponsor, LLC, a Cayman Islands limited liability company (the "Sponsor"), and upon five days' advance notice prior to the applicable Termination Date, until December 25, 2025 or a total of up to five months after the Articles Extension Date, unless the closing of a Business Combination shall have occurred prior thereto (the "Extension Amendment Proposal") and (b) to adjourn the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient class A ordinary shares, par value US$0.0001 per share (the "Class A Ordinary Shares") and class B ordinary shares, par value US$0.0001 per share (the "Class B Ordinary Shares" and together with the Class A Ordinary Shares, the "Ordinary Shares") in the capital of Slam represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve the Extension Amendment Proposal or (ii) where the Board has determined it is otherwise necessary.
Capitalized terms used but not defined herein have the meaning ascribed to them in the Proxy Statement.
Updates to Proxy Statement Disclosure.
The below disclosure in the letter to shareholders, notice of an extraordinary general meeting of Slam Corp. (the "Notice") and page 26 in the Proxy Statement is amended as follows to add the bold and underlined text to such paragraph and to delete the bold and stricken text from such paragraph:
On June 5, 2025, the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $12.2911.86, based on the aggregate amount on deposit in the Trust Account of approximately $23,733,625.11 as of June 5, 2025 (including interest not previously released to Slam to pay its taxes), divided by the total number of then outstanding Public Shares. The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account, and not previously released to Slam to pay its taxes, two business days prior to the initially scheduled date of the Shareholder Meeting. The closing price of the Public Shares on OTCQX® Best Market ("OTCQX") on June 5, 20242025 was $11.75. Accordingly, if the market price of the Public Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.540.11 more per share than if the shares were sold in the open market (based on the per share redemption price as of June 5, 2025). Slam cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Slam believes that such redemption right enables its public shareholders to determine whether to sustain their investments for an additional period if Slam does not complete a Business Combination on or before the Termination Date.
The below disclosure in the Notice in the Proxy Statement is amended as follows to add the bold and underlined text to such paragraph and to delete the bold and stricken text from such paragraph:
Record holders of Ordinary Shares at the close of business on May 27, 2025 (the "Record Date") are entitled to vote or have their votes cast at the Shareholder Meeting. On the Record Date, there were 16,140,267 issued and outstanding Class A Ordinary Shares and 1,930,267165,000 issued and outstanding Class B Ordinary Shares. Slam's warrants do not have voting rights.
The below disclosure on page 13 of the Proxy Statement is amended as follows to add the bold and underlined text to such paragraph and to delete the bold and stricken text from such paragraph:
If we liquidate, our public shareholders may only receive approximately $12.2911.86 per Public Share (based on the redemption price on June 5, 2025 the most recent practicable date prior to the date of this proxy statement), and our warrants will expire worthless.
The below disclosure on page 17 of the Proxy Statement is amended as follows to add the bold and underlined text to such paragraph and to delete the bold and stricken text from such paragraph:
As of June 5, 2025, the most recent practicable date prior to the date of this proxy statement, this would have amounted to approximately $12.2911.86 per Public Share.
The below disclosure on page 21 of the Proxy Statement is amended as follows to add the bold and underlined text to such paragraph and to delete the bold and stricken text from such paragraph:
On the Record Date, there were 16,140,267 issued and outstanding Class A Ordinary Shares, of which 1,930,2672,000,000 Class A Ordinary Shares are held by Slam public shareholders and 14,375,000 Ordinary Shares are held by the Initial Shareholders.
The below disclosure on pages 23 and 28 of the Proxy Statement is amended as follows to add the bold and underlined text to such paragraph and to delete the bold and stricken text from such paragraph:
Pursuant to the Memorandum and Articles of Association, holders of Class A Ordinary Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Extension Amendment Proposal. In connection with the approval of the Extension Amendment Proposal, any shareholder holding Class A Ordinary Shares may demand that Slam redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $12.2911.86 per share as of June 5, 2025, the most recent practicable date prior to the date of this proxy statement), calculated as of two business days prior to the Shareholder Meeting.
The below disclosure on pages 24 and 29 of the Proxy Statement is amended as follows to add the bold and underlined text to such paragraph and to delete the bold and stricken text from such paragraph:
The closing price of the Class A Ordinary Shares on June 5, 2025, the most recent practicable date prior to the date of this proxy statement, was $11.75 per share. The cash held in the Trust Account on such date was approximately $23,733,625.11 (including interest not previously released to Slam to pay its taxes) ($12.2911.86 per Class A Ordinary Share).
Additional Information and Where to Find It
The Extension Proxy Statement was mailed to the Company's shareholders of record on or about June 6, 2025. Investors and security holders of the Company are advised to read the Extension Proxy Statement because it contains important information about the Shareholder Meeting and the Company. Investors and security holders of the Company may also obtain a copy of the Extension Proxy Statement, as well as other relevant documents that the Company has or will file with the SEC, without charge and once available, at the SEC's website at www.sec.gov or by directing a request to: Slam Corp., 55 Hudson Yards, 47th Floor, Suite C, New York, NY 10001.
This Current Report on Form 8-K (this "Report") relates to the business combination involving Lynk, Slam, the Sponsor, Lynk Global Holdings, Inc., a Delaware corporation, ("Topco"), Lynk Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Merger Sub 1") and Lynk Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Merger Sub 2") (the "Business Combination"). In connection with the Business Combination, Slam and Topco filed with the SEC a registration statement on Form S-4 (the "Registration Statement") on February 14, 2024, which includes a preliminary proxy statement/prospectus of Slam and a preliminary prospectus of Topco relating to the shares of common stock of Topco, par value $0.00001 per share, to be issued in connection with the Business Combination. This Report is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus or any other document that Slam or Topco have filed or will file with the SEC or send to its shareholders in connection with the Business Combination. This Report does not contain all the information that should be considered concerning the Business Combination and other matters and is not intended to form the basis for any investment decision or any other decision in respect of such matters.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SLAM'S SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY AMENDMENTS THERETO AND ANY OTHER DOCUMENTS FILED BY SLAM OR TOPCO WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION OR INCORPORATED BY REFERENCE THEREIN IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE BUSINESS COMBINATION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION.
Participants in the Solicitation
The Company and certain of its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company's shareholders in respect of the proposals to be considered and voted on at the Shareholder Meeting. Information concerning the interests of the directors and executive officers of the Company is set forth in the Extension Proxy Statement, which may be obtained free of charge from the sources indicated above.
This Report may be deemed solicitation material in respect of the Business Combination. Slam, the Sponsor, Lynk, Topco, Merger Sub 1, Merger Sub 2 and certain of their respective directors and officers may be deemed participants in the solicitation of proxies from Slam's shareholders in connection with the Business Combination. Slam's shareholders and other interested persons may obtain, without charge, more detailed information regarding the names and interests in the Business Combination of Slam's directors and officers in Slam's filings with the SEC, including Slam's initial public offering prospectus, which was filed with the SEC on February 24, 2021, Slam's subsequent annual reports on Form 10-K and quarterly reports on Form 10-Q. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Slam's shareholders in connection with the Business Combination will be included in the definitive proxy statement/prospectus relating to the Business Combination when it becomes available. You may obtain free copies of these documents, when available, as described in the preceding paragraphs.
No Offer or Solicitation
This Report is for informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Business Combination will be implemented solely pursuant to the Business Combination Agreement, filed as an exhibit to the Current Report on Form 8-K filed by Slam with the SEC on February 5, 2024, as amended, from time to time, which contains the full terms and conditions of the Business Combination. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.