[8-K] Slam Corp. Unit Reports Material Event

Rhea-AI Filing Summary

Amendment No. 2 to Schedule 13D filed on July 1, 2025 discloses that A/NPP Diversified Holdings LLC, Advance/Newhouse Partnership, Advance Publications, Inc. and Newhouse Broadcasting Corp. (collectively, the “Reporting Persons”) have sold 100,000,000 shares of Warner Bros. Discovery, Inc. (WBD) Series A common stock in a block trade executed on June 30, 2025 at a net price of $10.97 per share. The disposition comprised 14,158,459 shares held by Advance/Newhouse Partnership and 85,841,541 shares held by A/NPP Diversified.

Following the transaction, the Reporting Persons now beneficially own 98,181,749 shares, all held by A/NPP Diversified, representing 3.97 % of WBD’s 2,474,075,003 outstanding Series A shares (as of April 25, 2025). Because their ownership has fallen below the 5 % threshold, they have ceased to be “5 % beneficial owners” under SEC rules.

The sale is described as providing “financial flexibility to support ongoing estate planning, the investment program, and other general corporate purposes.” The Reporting Persons retain sole voting and dispositive power over their remaining stake; no shared powers are reported. An internal reorganisation on December 30, 2024 transferred 184,023,290 shares to A/NPP Diversified, consolidating ownership prior to the sale.

No criminal or civil proceedings involving the Reporting Persons are disclosed, and a Joint Filing Agreement (Exhibit 99.1) accompanies the filing.

Positive

• None.

Negative

• 100 million-share block sale by a long-time major holder signals reduced commitment and may create near-term selling pressure.
• Ownership falls to 3.97 %, eliminating ≥5 % beneficial-owner status and reducing potential alignment between the company and the Advance/Newhouse group.

Insights

Equity Research Analyst

TL;DR – Large holder cuts WBD stake by ~50 %, dropping below 5 %; potential negative sentiment due to sizable sell-down.

The amendment confirms that the Advance/Newhouse entities have monetised 100 million WBD shares at $10.97 each, roughly halving their exposure. Their ownership now stands at 3.97 %, removing them from the list of ≥5 % beneficial owners. While the filing cites estate-planning and liquidity objectives, the scale and timing of the sale may be interpreted by the market as reduced conviction in WBD’s upside. The block trade increases free float and could add short-term supply pressure. The remaining 98 million shares still represent a meaningful position, but voting influence is materially diminished. No operational or strategic changes at WBD are mentioned; impact is therefore limited to shareholder-base dynamics.

Corporate Governance Specialist

TL;DR – Governance impact low; ownership drop lessens related-party influence on WBD board matters.

Advance Publications’ move below the 5 % threshold reduces its ability to influence shareholder proposals and lowers disclosure obligations. The filing affirms sole voting/dispositive power rests with A/NPP Diversified, simplifying the ownership chain after last year’s internal reorganisation. No new board agreements, standstills or proxy arrangements are disclosed, and Item 6 lists no additional contracts beyond the sale itself. From a governance perspective, decreased concentration may be viewed positively for minority investors, but the filing otherwise signals no change in WBD’s control structure.

false --12-31 0001838162 0001838162 2025-06-25 2025-06-25 0001838162 SLAMF:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOnefourthOfOneRedeemableWarrantMember 2025-06-25 2025-06-25 0001838162 SLAMF:ClassOrdinarySharesIncludedAsPartOfUnitsMember 2025-06-25 2025-06-25 0001838162 SLAMF:RedeemableWarrantsIncludedAsPartOfUnitsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50Member 2025-06-25 2025-06-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 25, 2025

SLAM CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40094		98-1211848
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

55 Hudson Yards, 47th Floor, Suite C New York, NY		10001
(Address of principal executive offices)		(Zip Code)

(646) 762-8580

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fourth of one redeemable warrant		SLMUF		OTCQX® Best Market
Class A Ordinary Shares included as part of the units		SLAMF		OTCQX® Best Market
Redeemable Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50		SLMWF		OTCQX® Best Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 25, 2025, Slam Corp. (“Slam” or the “Company”) 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 June 25, 2025 to July 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 five 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 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 to such date (the “Extension Amendment Proposal”).

The shareholders of the Company approved the Extension Amendment Proposal at the Shareholder Meeting and on June 18, 2025, the Company filed an amendment to the Articles (the “Articles Amendment”) with the Registrar of Companies of the Cayman Islands, effective June 18, 2025.

The foregoing description is qualified in its entirety by reference to the Articles Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 18, 2025, the Company held the Shareholder Meeting to approve the Extension 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 Shares”), 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 (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 June 6, 2025.

As there were sufficient votes to approve the Extension Amendment Proposal, the Adjournment Proposal was not presented to shareholders.

Holders of 16,305,267 Ordinary Shares of the Company held of record as of May 27, 2025, the record date for the Shareholder Meeting, were present in person or by proxy at the meeting, representing approximately 97.08% 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
14,229,170		1,666,672		126

In connection with the vote to approve the Extension Amendment Proposal, the holders of 1,885,947 Public Shares properly exercised their right to redeem their shares for cash. The Company’s board of directors is extending the opportunity to reverse redemption requests, within its sole discretion, until 8:00 a.m. Eastern Time on July 11, 2025.

1

Additional Information and Where to Find It

This Current Report on Form 8-K (this “Report”) relates to the business combination involving Lynk, Slam, the Sponsor, Topco, Merger Sub 1 and 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.

2

Forward Looking Statements

Certain statements made in this Report, and oral statements made from time to time by representatives of Slam, Topco and Lynk are “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. 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.

The forward-looking statements involve significant risk and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, among others, the following: (1) the amount remaining in the Company’s trust account following any shareholder redemptions in connection with the Shareholder Meeting; (2) the inability of the parties to successfully or timely consummate the Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Business Combination; (3) satisfaction or waiver (if applicable) of the conditions to the Business Combination, including with respect to the approval of the shareholders of Slam; (4) the ability to obtain approval to list the combined company’s securities on an approved stock exchange; (5) the risk that the Business Combination disrupts current plans and operations of Slam or Lynk as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (7) uncertainty of the costs related to the Business Combination; (8) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the Business Combination; (9) the possibility that Slam and Lynk may be adversely affected by other economic, business, and/or competitive factors; (10) the outcome of any legal proceedings that may be instituted against Slam, Topco or Lynk or any of their respective directors or officers, following the announcement of the Business Combination; (11) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions and purchase price and other adjustments; (12) risks related to domestic and international political and macroeconomic uncertainty, including the Russia-Ukraine conflict and the Israel-Hamas war; (13) the risk that any of the conditions to closing of the Business Combination are not satisfied in the anticipated manner or on the anticipated timeline or are waived by any of the parties thereto; (14) risks related to the rollout of Lynk’s business strategy and the timing of expected business milestones; (15) the amount of redemption requests made by Slam’s public shareholders; (16) the ability of Slam to issue equity, if any, in connection with the Business Combination or to otherwise obtain financing in the future; (17) risks related to Lynk’s industry; (18) the inability to complete any private placement financing, the amount of any private placement financing or the completion of any private placement financing with terms unfavorable to you; and (19) those factors discussed in the definitive proxy statement filed by the Company with the SEC on June 6, 2025, the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent Quarterly Reports on Form 10-Q, in each case, under the heading “Risk Factors,” and other documents of Slam, Topco or Lynk to be filed with the SEC, including the proxy statement/prospectus. If any of these risks materialize or Slam’s or Lynk’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Slam nor Lynk presently know or that Slam and Lynk currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Slam’s, Topco’s and Lynk’s expectations, plans or forecasts of future events and views as of the date of this Report. Slam, Topco and Lynk anticipate that subsequent events and developments will cause Slam’s, Topco’s and Lynk’s assessments to change. However, while Slam, Topco and Lynk may elect to update these forward-looking statements at some point in the future, each of Slam, Topco and Lynk specifically disclaim any obligation to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing Slam’s, Topco’s and Lynk’s assessments as of any date subsequent to the date of this Report. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
3.1		Amended and Restated Memorandum and Articles of Association.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

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: July 1, 2025	Slam Corp.
	By:	/s/ Himanshu Gulati
	Name:	Himanshu Gulati
	Title:	Chairman

4

FAQ

How many Warner Bros. Discovery (WBD) shares did Advance Publications sell?

The Reporting Persons sold 100,000,000 Series A common shares on 30 Jun 2025.

At what price were the WBD shares sold?

The block trade was completed at a net price of $10.97 per share.

What is Advance Publications’ new ownership percentage in WBD?

Post-sale, the group owns 3.97 % of outstanding Series A shares.

How many WBD shares do the Reporting Persons still hold?

They retain 98,181,749 shares, all held by A/NPP Diversified Holdings LLC.

Why was the sale conducted?

The filing cites the need for financial flexibility, estate planning, and general corporate purposes.

When did the transaction that triggered this Schedule 13D/A occur?

The share sale was executed on June 30, 2025 and reported on July 1, 2025.

Do the Reporting Persons remain a 5 % beneficial owner of WBD?

No. After the sale, their stake is below 5 %, so they no longer meet that threshold.