Slam Corp. Files 8-K with Material Agreements

TL;DR

Slam Corp. just dropped an 8-K: material agreement signed, bylaws amended, and shareholder votes incoming. Big moves!

AI Summary

On December 18, 2024, Slam Corp. entered into a material definitive agreement. The company also filed amendments to its articles of incorporation or bylaws and submitted matters to a vote of security holders. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Slam Corp., including new agreements and potential changes to its governance or capital structure.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and amendments, which can introduce new risks or opportunities for the company and its investors.

Key Players & Entities

• Slam Corp. (company) — Registrant
• December 18, 2024 (date) — Date of earliest event reported
• 0001838162 (company) — Central Index Key
• 500 FIFTH AVENUE (address) — Business and Mail Address
• NEW YORK (location) — City
• NY (location) — State
• 10110 (zip_code) — Zip Code
• 650-888-8066 (phone_number) — Business Phone

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A Ordinary Share, $0.0001 par value, and one-fourth of one redeem
• $11.50 — Ordinary Share at an exercise price of $11.50 SLMWF OTCQX Best Market Indicate
• $11.39 — at a redemption price of approximately $11.39 per share, for an aggregate redemption
• $80,684,883.36 — gate redemption amount of approximately $80,684,883.36. After the satisfaction of such redempt
• $22,798,912.34 — the Trust Account will be approximately $22,798,912.34. As of December 18 , 2024, there are 2,
• $0.00001 — res of common stock of Topco, par value $0.00001 per share, to be issued in connection w

Filing Documents

• ea0225851-8k425_slam.htm (8-K) — 60KB
• ea022585101ex2-1_slam.htm (EX-2.1) — 20KB
• ea022585101ex3-1_slam.htm (EX-3.1) — 448KB
• ex3-1_001.jpg (GRAPHIC) — 12KB
• 0001213900-24-112133.txt ( ) — 844KB
• slmwf-20241218.xsd (EX-101.SCH) — 4KB
• slmwf-20241218_def.xml (EX-101.DEF) — 27KB
• slmwf-20241218_lab.xml (EX-101.LAB) — 37KB
• slmwf-20241218_pre.xml (EX-101.PRE) — 25KB
• ea0225851-8k425_slam_htm.xml (XML) — 7KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement As previously disclosed, on February 4, 2024, Slam Corp., a Cayman Islands exempted company (" Slam " or the " Company "), Lynk Global, Inc., a Delaware corporation (" Lynk "), Slam Sponsor, LLC, a Cayman Islands limited liability company (the " Sponsor " or " Lender "), Lynk Global Holdings, Inc., a Delaware corporation (" Topco "), Lynk Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of Topco (" Merger Sub 1 ") and Lynk Merger Sub 2, LLC, a Delaware limited liability and wholly owned subsidiary of Topco (" Merger Sub 2 " and, together with Slam and Lynk, collectively, the " Parties " and each a " Party ") entered into a definitive business combination agreement, as may be amended, modified or supplemented from time to time (the " BCA "). As previously disclosed, the BCA was further amended on June 10, 2024, August 26, 2024 and September 28, 2024. Business Combination Agreement Amendment On December 23, 2024, the Parties entered into an amendment to the BCA (the " BCA Amendment ") pursuant to which the parties agreed to (i) extend the termination date to June 30, 2025, (ii) Amend Section 10.6 relating to fees and expenses and (iii) delete paragraph 3 of Annex 6.8. All capitalized terms used in this paragraph and not otherwise defined herein have the same meanings ascribed to them in the BCA Amendment. The foregoing descriptions of the BCA Amendment are not complete and are subject to and qualified in their entirety by reference to the BCA Amendment. A copy of the BCA Amendment is filed with this Current Report on Form 8-K as Exhibit 2.1, and the terms of which are incorporated by reference herein.

03 Amendments

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 18, 2024, Slam held the Shareholder Meeting to amend the Company's amended and restated memorandum and articles of association (the " Articles ") to extend the date (the " Termination Date ") by which the Company has to consummate a business combination (the " Articles Extension ") from December 25, 2024 to March 25, 2025 (the " Articles Extension Date ") and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to three times by an additional one month each time after the Articles Extension Date, by resolution of the Company's board of directors if requested by the Sponsor and upon five days' advance notice prior to the applicable Termination Date, until June 25, 2025, or a total of up to three months after the Articles Extension Date, unless the closing of a business combination shall have occurred prior to such date (the " Extension Amendment Proposal "). Additionally, the company also proposed to amend the Company's Articles to permit the issuance of Class A ordinary shares, par value of US$0.0001 (the " Class A Ordinary Shares ") to holders of the Company's Class B ordinary shares, par value of US$0.0001 (the " Class B Ordinary Shares "), upon the exercise of the right of a holder of the Class B Ordinary Shares to convert such holder's Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder (the " Founder Share Amendment Proposal "). The shareholders of the Company approved the Extension Amendment Proposal and the Founder Share Amendment Proposal at the Shareholder Meeting and on December 18, 2024, the Company filed an amendment to the Articles (the " Articles Amendment ") with the Registrar of Companies of the Cayman Isl

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On December 18, 2024, the Company held the Shareholder Meeting to approve the Extension Amendment Proposal, the Founder Share Amendment Proposal and a proposal 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 were insufficient Class A Ordinary Shares (the " Public Share s"), and Class B Ordinary Shares (together with the Public Shares, the " Ordinary Shares "), in the capital of the Company 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 the Founder Share Amendment Proposal or (ii) where the Board has determined it is otherwise necessary (the " Adjournment Proposal "), each as more fully described in the definitive proxy statement filed by the Company on November 25, 2024. As there were sufficient votes to approve the Extension Amendment Proposal and the Founder Share Amendment Proposal, the Adjournment Proposal was not presented to shareholders. H olders of 20,864,128 Ordinary Shares of the Company held of record as of November 20, 2024, the record date for the Shareholder Meeting, were present in person or by proxy at the meeting, representing approximately 88.96% of the voting power of the Ordinary Shares as of the record date for the Shareholder Meeting, and constituting a quorum for the transaction of business. The voting results for the Extension Amendment Proposal were as follows: For Against Abstain 19,193,193 1,670,819 116 The voting results for the Founder Share Amendment Proposal were as follows: For Against Abstain 19,939,999 923,810 319 In connection with the vote to approve the Extension Amendment Proposal and the Founder Share Amendment Proposal, the holders of 7,077,959 Public

Forward Looking Statements

Forward Looking Statements Certain

Forward-looking statements may generally be identified by the use of words such as "estimate," "projects," "expects,"

Forward-looking statements may generally be identified by the use of words such as "estimate," "projects," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "would," "should," "future," "propose," "potential," "target," "goal," "objective," "outlook" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the financial position, business strategy and the plans and objectives of management for future operations including as they relate to the Business Combination and related transactions, including the anticipated financing, pricing and market opportunity, the satisfaction of closing conditions to the Business Combination and related transactions, the level of redemptions by Slam's public shareholders and the timing of the completion of the Business Combination, including the anticipated closing date of the Business Combination and the use of the cash proceeds therefrom. These statements are based on various assumptions, whether or not identified in this Report, and on the current expectations of Slam's, Topco's and Lynk's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. 3 The forward-looking statements involv

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 2.1 Fourth Amendment to the Business Combination Agreement, dated as of December 23, 2024, by and among Slam Corp., Slam Sponsor, LLC, Lynk Global Holdings, Inc., Lynk Global Inc., Lynk Merger Sub 1, LLC and Lynk Merger Sub 2, LLC. 3.1 Amended and Restated Memorandum and Articles of Association. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 23, 2024 Slam Corp. By: /s/ Himanshu Gulati Name: Himanshu Gulati Title: Chairman 5

View Full Filing

View this 8-K filing on SEC EDGAR