Slam Corp (SLMUF) wins shareholder approval to extend SPAC deal deadline

Rhea-AI Filing Summary

Slam Corp. reported that shareholders approved an amendment to its memorandum and articles of association to extend the deadline to complete a business combination. The termination date was moved from December 25, 2025 to December 25, 2026, and the board may further extend it, on a monthly basis and without another shareholder vote, for up to five additional months to as late as May 25, 2027 if requested by the sponsor and upon five days’ advance notice.

At the December 24, 2025 shareholder meeting, holders of 14,225,163 ordinary shares were present, representing approximately 98.18% of the voting power, and the extension proposal passed with 14,223,948 votes for, 915 against, and 300 abstaining. In connection with this vote, holders of 39,729 public shares elected to redeem their shares for cash.

Insights

SPAC and corporate actions analyst

Slam Corp. gained more time to complete a business combination.

Slam Corp. obtained shareholder approval to push back its deadline to complete a business combination from December 25, 2025 to December 25, 2026, with the option for the board to add up to five one‑month extensions to as late as May 25, 2027 if requested by the sponsor. This keeps the SPAC structure in place longer and avoids an immediate need to liquidate.

Shareholder support was very strong, with 14,223,948 votes in favor versus 915 against and 300 abstaining, out of 14,225,163 ordinary shares represented, or about 98.18% of the voting power. Only 39,729 public shares were redeemed for cash in connection with the extension, so the redemption level tied to this event appears limited in the disclosed figures.

The practical impact will depend on whether Slam Corp. signs and completes a business combination before the new outside date of May 25, 2027. Future company filings would be expected to detail any proposed transaction and related shareholder votes.

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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): December 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)		(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: N/A

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		N/A (OTC Expert Market)
Class A Ordinary Shares included as part of the units		SLAMF		N/A (OTC Expert 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		N/A (OTC Expert 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 December 24, 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 December 25, 2025 to December 25, 2026 (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 May 25, 2027, 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 December 24, 2025, the Company filed an amendment to the Articles (the “Articles Amendment”) with the Registrar of Companies of the Cayman Islands, effective December 24, 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 December 24, 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 December 17, 2025.

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

Holders of 14,225,163 Ordinary Shares of the Company held of record as of December 2, 2025, the record date for the Shareholder Meeting, were present in person or by proxy at the meeting, representing approximately 98.18% 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
14,223,948		915		300

In connection with the vote to approve the Extension Amendment Proposal, the holders of 39,729 Public Shares properly exercised their right to redeem their shares for cash.

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Item 9.01. Financial Statements and Exhibits

(d) Exhibits

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

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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 31, 2025	Slam Corp.
	By:	/s/ Ryan Bright
	Name:	Ryan Bright
	Title:	Chief Financial Officer

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FAQ

What corporate change did Slam Corp. (SLMUF) report in this 8-K?

Slam Corp. reported that shareholders approved an amendment to its memorandum and articles of association to extend the deadline to complete a business combination from December 25, 2025 to December 25, 2026, with the possibility of up to five additional one-month extensions to as late as May 25, 2027.

How far can Slam Corp. extend its SPAC business combination deadline?

The company’s termination date was moved to December 25, 2026, and its board may, if requested by the sponsor and with five days’ advance notice, extend it on a monthly basis up to five times, allowing a final deadline as late as May 25, 2027 if a business combination has not closed earlier.

What were the shareholder voting results for Slam Corp.’s extension proposal?

For the Extension Amendment Proposal, shareholders cast 14,223,948 votes in favor, 915 votes against, and 300 abstentions. A total of 14,225,163 ordinary shares were represented, accounting for approximately 98.18% of the voting power as of the record date.

Did Slam Corp. shareholders redeem shares in connection with the extension?

Yes. In connection with approval of the Extension Amendment Proposal, holders of 39,729 public shares properly exercised their right to redeem their shares for cash.

Why was an adjournment proposal mentioned in Slam Corp.’s meeting agenda?

An adjournment proposal was included to allow the meeting to be postponed if there were insufficient ordinary shares present to achieve a quorum or approve the extension, or if the board otherwise deemed it necessary. Because there were sufficient votes to approve the extension, the adjournment proposal was not presented to shareholders.

What legal document did Slam Corp. file after the shareholder approval?

Following shareholder approval on December 24, 2025, Slam Corp. filed a Third Amendment to its Amended and Restated Memorandum and Articles of Association with the Registrar of Companies of the Cayman Islands, making the extension changes effective that same day.