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 24, 2025
SLAM CORP.
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
001-40094 |
|
98-1211848 |
(State or other jurisdiction of
incorporation or organization) |
|
(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
8.01 Other Events
On February 4, 2024,
Slam Corp. (“Slam”), Lynk Global, Inc. (“Lynk”), Lynk Global Holdings, Inc. (“TopCo”), Lynk Merger
Sub 1, LLC, and Lynk Merger Sub 2, LLC, entered into a business combination agreement (the “BCA”).
On June 19, 2025, Slam
filed a civil complaint against Lynk and TopCo (“Defendants”) in the Court of Chancery of the State of Delaware (the “Court”).
See Slam Corp. v. Lynk Global, Inc. et al., C.A. No. 2025-0693-JTL. Count One of the complaint seeks a declaration that any termination
of the BCA by Defendants would be ineffective; that Lynk is precluded from terminating the BCA; and that Lynk has breached its obligations
under the BCA. Count Two of the complaint alleges that Defendants have breached the BCA and seeks an order requiring Defendants to specifically
perform their obligations under the BCA, including to consummate the transactions contemplated under the BCA when all closing conditions
are satisfied. Count Three of the complaint alleges that Defendants breached the implied covenants of good faith and fair dealing in the
BCA and seeks an order requiring Defendants to specifically perform their obligations under the BCA, including to consummate the transactions
contemplated under the BCA when all closing conditions are satisfied.
On June 20, 2025, the
Court issued an order, granting Slam’s request for expedited treatment of the litigation.
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, Topco,
Merger Sub 1 and Merger Sub 2. 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.
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) whether we will be able to successfully
enter into any Non-Redemption Agreements; (2) the approval of the Extension Amendment Proposal at the Shareholder Meeting; (3) the amount
remaining in the Company’s trust account following any shareholder redemptions in connection with the Shareholder Meeting; (4) 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; (5) satisfaction or waiver (if applicable) of the conditions to the Business Combination,
including with respect to the approval of the shareholders of Slam; (6) the ability to obtain approval to list the combined company’s
securities on an approved stock exchange; (7) 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; (8) 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; (9)
uncertainty of the costs related to the Business Combination; (10) 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;
(11) the possibility that Slam and Lynk may be adversely affected by other economic, business, and/or competitive factors; (12) 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; (13) the failure to realize anticipated pro forma results and underlying assumptions, including
with respect to estimated shareholder redemptions and purchase price and other adjustments; (14) risks related to domestic and international
political and macroeconomic uncertainty, including the Russia-Ukraine conflict and the Israel-Hamas war; (15) 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; (16) risks related to the rollout of Lynk’s business strategy and the timing of expected business
milestones; (17) the amount of redemption requests made by Slam’s public shareholders; (18) the ability of Slam to issue equity,
if any, in connection with the Business Combination or to otherwise obtain financing in the future; (19) risks related to Lynk’s
industry; (20) 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 (21) 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.
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: June 24, 2025 |
SLAM CORP. |
| |
|
|
| |
By: |
/s/ Ryan Bright |
| |
Name: |
Ryan Bright |
| |
Title: |
Chief
Financial Officer |
