12/02/2024 | Press release | Distributed by Public on 12/02/2024 16:02
Item 7.01. Regulation FD Disclosure.
On November 25, 2024, Slam Corp. (the "Company" or "Slam") filed a definitive proxy statement, as supplemented (the "Extension Proxy Statement"), for an extraordinary general meeting of the Company (the "Shareholder Meeting") to amend the Company's amended and restated memorandum and articles of association (the "Articles") to (i) extend the date (the "Termination Date") by which Slam has to consummate a Business Combination (as defined below) (the "Articles Extension") 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 (the "Board"), 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 (the "Class A Ordinary Shares") to holders of the Company's Class B ordinary shares (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 Company and Lynk Global Holdings, Inc., a Delaware corporation, ("Topco") intend to enter into non-redemption agreements (the "Non-Redemption Agreements") with certain shareholders of the Company pursuant to which, if such shareholders do not redeem (or validly rescind any redemption requests on) their Class A Ordinary Shares (the "Non-Redeemed Shares") in connection with the Shareholder Meeting, and such shareholders continue to hold such Non-Redeemed Shares through the Shareholder Meeting, Topco will agree to issue to such shareholders, for no additional consideration, shares of Class A common stock, par value $0.0001 per share of Topco immediately following the consummation of the initial business combination among the Company, Lynk Global, Inc. ("Lynk"), 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"), based on a ratio to be negotiated between the parties to the Non-Redemption Agreements.
The Non-Redemption Agreements are not expected to increase the likelihood that the Extension Amendment Proposal or the Founder Share Amendment Proposal are approved by the Company's shareholders but are expected to increase the amount of funds that remain in the Company's trust account following the Shareholder Meeting. The Non-Redemption Agreements will not affect the rights of shareholders party to such agreements to effect a redemption of their Class A Ordinary Shares in connection with the consummation of the Company's initial business combination.
NO ASSURANCES ARE MADE THAT A NON-REDEMPTION INCENTIVE OF ANY KIND WILL BE OFFERED AND THE ACTUAL TERMS OF ANY NON-REDEMPTION INCENTIVE MAY DIFFER MATERIALLY FROM THE TERMS DESCRIBED HEREIN.
The foregoing description of the form of Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed hereto as Exhibit 10.1 and incorporated herein by reference.