UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 27, 2023 (
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| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant. |
Extension Meeting Promissory Note
As disclosed in the definitive proxy statement filed by Slam Corp. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on January 31, 2023 (the “Proxy Statement”), relating to the extraordinary general meeting of shareholders of the Company (the “Extension Meeting”), Slam Sponsor, LLC (the “Sponsor”) agreed that if the Extension Amendment Proposal (as defined below) is approved, it or one or more of its affiliates, members or third-party designees (the “Lender”) will contribute to the Company as a loan, within five (5) business days of the date of the Extension Meeting, $2,400,000, to be deposited into the trust account established in connection with the Company’s initial public offering (the “Trust Account”). In addition, in the event the Company does not consummate an initial business combination by the Articles Extension Date (as defined below), the Lender may contribute to the Company $800,000 as a loan to be deposited into the Trust Account for each of nine one-month extensions following the Articles Extension Date.
Accordingly, on February 21, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $10,447,000 (the “Promissory Note”) to the Sponsor. The Sponsor funded the initial principal amount of $3,247,000 on February 23, 2023. The Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. $2,400,000 of the initial principal amount of the Promissory Note has been deposited in the Trust Account.
The foregoing description of the Promissory Note is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 21, 2023, the Company held the Extension Meeting (1) 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 February 25, 2023 (the “Original Termination Date”) to May 25, 2023 (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 nine 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 February 25, 2024, or a total of up to twelve months after the Original Termination Date, unless the closing of the Company’s initial business combination shall have occurred prior to such date (the “Extension Amendment Proposal”) and (2) to amend the Articles to eliminate from the Articles the limitation that the Company may not redeem Class A ordinary shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment Proposal”). The shareholders of the Company approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Extension Meeting and on February 21, 2023, the Company filed the Articles Amendment with the Registrar of Companies of the Cayman Islands.
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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 February 21, 2023, the Company held the Extension Meeting to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal and a proposal to allow the adjournment of the Extension Meeting to a later date or dates, if necessary, (1) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extension Meeting, there were insufficient ordinary shares of the Company represented (either in person or by proxy) to approve the Extension Amendment Proposal or Redemption Limitation Amendment Proposal or (2) if the shareholders of the Company elected to redeem an amount of shares in connection with the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal such that the Company would not adhere to the continued listing requirements of The Nasdaq Stock Market LLC (the “Adjournment Proposal”), each as more fully described in the Proxy Statement.
As there were sufficient votes to approve each of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal and following redemptions in connection with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the Company adheres to the continued listing requirements of The Nasdaq Stock Market LLC, the Adjournment Proposal was not presented to shareholders.
Holders of 54,774,164 ordinary shares of the Company held of record as of January 17, 2023, the record date for the Extension Meeting, were present in person or by proxy at the meeting, representing approximately 76.20% of the voting power of the Company’s ordinary shares as of the record date for the Extension Meeting, and constituting a quorum for the transaction of business.
The voting results for the proposals were as follows:
The Extension Amendment Proposal
| For |
Against |
Abstain | ||
| 50,825,149 | 3,947,876 | 1,139 |
The Redemption Limitation Amendment Proposal
| For |
Against |
Abstain | ||
| 50,825,130 | 3,947,795 | 1,239 |
In connection with the vote to approve the Extension Amendment Proposal, the holders of 32,164,837 Class A ordinary shares, par value $0.0001 per share, of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.20 per share, for an aggregate redemption amount of approximately $328,092,029.60.
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| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | Amendment to Amended and Restated Memorandum and Articles of Association. | |
| 10.1 | Promissory Note, dated February 21, 2023, by and among Slam Corp. and Slam Sponsor, LLC. | |
| 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: February 27, 2023
| Slam Corp. | ||
| By: | /s/ Himanshu Gulati | |
| Name: | Himanshu Gulati | |
| Title: | Chairman | |
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