Material Event - Form 425

Item 8.01 Other Events.

As previously disclosed on December 9, 2024, Slam Corp. ("Slam" or the "Company") convened and then adjourned until December 16, 2024, at 10:00 a.m., Eastern Time, without conducting any other business, an extraordinary general meeting of Slam (the "Shareholder Meeting") relating to its previously announced proposed amendment to the Company's amended and restated memorandum and articles of association to (i) extend the date (the "Termination Date") by which Slam has to consummate a Business Combination (as defined below) from December 25, 2024 to January 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 eleven 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 eleven additional months after the Articles Extension Date, unless the closing of a Business Combination shall have occurred prior thereto (the "Extension Amendment Proposal"), (ii) to permit for the issuance of Class A ordinary shares, par value $0.0001 per share, (the "Class A Ordinary Shares" or the "Public Shares") to holders of the Company's Class B ordinary shares, par value $0.0001 per share, (the "Class B Ordinary Shares," and together with the Class A Ordinary Shares, the "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 Company filed a definitive proxy statement, with the Securities and Exchange Commission (the "SEC") on November 25, 2024 as supplemented by the additional definitive proxy materials filed on December 2, 2024 and December 9, 2024 (the "Proxy Statement").

Redemption Withdrawals.

The Company plans to convene and then adjourn the Shareholder Meeting, without conducting any other business scheduled to be held on December 16, 2024 at 10:00 a.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022 and via a virtual meeting. At the Shareholder Meeting, the Company plans to inform its shareholders that the Shareholder Meeting will be adjourned to 10:00 a.m., Eastern Time, on December 18, 2024. In connection with the adjournment of the Shareholder Meeting, Slam is reopening and extending the deadline for its shareholders to withdraw any previously delivered demand for redemption of their Public Shares, to 9:00 a.m., Eastern Time, on December 18, 2024. The number of Public Shares currently tendered for redemption is 8,942,713. If a shareholder has previously submitted a request to redeem its Public Shares in connection with the Shareholder Meeting and would like to reverse such request, such shareholder may contact Slam's transfer agent, Continental Stock Transfer & Trust Company at [email protected].

Trust Account Waiver.

In connection with the Shareholder Meeting, the Company will waive its right to the funds in Slam's trust account established to hold a portion of the proceeds from Slam's initial public offering and the concurrent sale of the private placement warrants (the "Trust Account"), including any interest thereon, and Slam will not now or in the future, use funds from the Trust Account to pay for any dissolution expenses in connection with the liquidation of the Trust Account.

Conversion of Class B Ordinary Shares.

The Sponsor has informed the Company that it expects to convert an aggregate of 14,374,000 Class B Ordinary Shares into Public Shares on a one-for-one basis the next business day following the Shareholder Meeting. The Sponsor has agreed to waive any right to receive funds from the Company's Trust Account with respect to the Public Shares received upon such conversion and will acknowledge that such shares will be subject to all of the restrictions applicable to the original Class B Ordinary Shares under the terms of that certain letter agreement, dated as of February 22, 2021, by and among the Company and its initial shareholders, directors and officers, and that certain letter agreement, dated as of February 4, 2024, by and among, the Company, Lynk Global, Inc. ("Lynk"), the Company's directors and officers, the Sponsor and other parties thereto.

Updates to Proxy Statement Disclosure.

Slam has announced that the Sponsor (or one or more of its affiliates, members or third-party designees) will make contributions to Slam's Trust Account following the approval and implementation of Proposals 1 and 2 as described in the Proxy Statement. In addition, the Company has announced that it is now seeking a shorter three-month extension of the date by which the Company has to complete a Business Combination, with the ability to extend such Termination Date on a monthly basis for an additional three months without approval of the Company's shareholders. Further details are provided in the updates to the disclosure below, with the aim to retain at least 2,000,000 Public Shares.

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