UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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As of September 23, 2026,
SLAM CORP.
Form 10-Q
For the Quarter Ended June 30, 2025
Table of Contents
i
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
SLAM CORP.
CONDENSED BALANCE SHEETS
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| Assets: | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Cash held in Trust Account | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Due to Continental | ||||||||
| Accrued expenses | ||||||||
| Total current liabilities | ||||||||
| Promissory Notes—related party | ||||||||
| Backstop agreement liability | ||||||||
| Advances from related party | ||||||||
| Working Capital Loans—related party | ||||||||
| Due to redeeming shareholders | ||||||||
| Derivative warrant liabilities | ||||||||
| Deferred underwriting commissions | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Class A ordinary shares subject
to possible redemption, $ |
||||||||
| Shareholders’ Deficit: | ||||||||
| Preference shares, $ |
||||||||
| Class A ordinary shares, $ |
||||||||
| Class B ordinary shares, $ |
||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Total shareholders’ deficit | ( |
) | ( |
) | ||||
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
1
SLAM CORP.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For
the Three Months Ended June 30, |
For
the Six Months Ended June 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| General and administrative expenses | $ | $ | $ | $ | ||||||||||||
| General and administrative expenses—related party | ||||||||||||||||
| Total operating expenses | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other loss: | ||||||||||||||||
| Change in fair value of derivative warrant liabilities | ( |
) | ( |
) | ||||||||||||
| Change in fair value of backstop agreement | ( |
) | ( |
) | ||||||||||||
| Gain from extinguishment of backstop agreement | ||||||||||||||||
| Issuance of backstop agreement | ( |
) | ||||||||||||||
| Income from cash held in Trust Account | ||||||||||||||||
| Net loss | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||
| Weighted average shares outstanding of Class A ordinary redeemable shares, basic and diluted | ||||||||||||||||
| Basic and diluted net loss per share, Class A ordinary redeemable shares | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||
| Weighted average shares outstanding of Class B ordinary non-redeemable shares, basic and diluted | ||||||||||||||||
| Basic and diluted net loss per share, Class B ordinary non-redeemable shares | $ | ( |
) | ( |
) | |||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
2
SLAM CORP.
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
| Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||
| Class A | Class B | Paid-In | Accumulated | Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance—December 31, 2024 | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
| Conversion of Class B ordinary shares to Class A ordinary shares | ( |
) | ( |
) | ||||||||||||||||||||||||
| Increase in redemption value of Class A ordinary shares subject to possible redemption | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
| Net loss | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
| Balance—March 31, 2025 (unaudited) | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
| Increase in redemption value of Class A ordinary shares subject to possible redemption | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
| Net loss | — | — | ||||||||||||||||||||||||||
| Balance—June 30, 2025 (unaudited) | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024
| Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||
| Class A | Class B | Paid-In | Accumulated | Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance—December 31, 2023 | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
| Increase in redemption value of Class A ordinary shares subject to possible redemption | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
| Net loss | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
| Balance—March 31, 2024 (unaudited) | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
| Increase in redemption value of Class A ordinary shares subject to possible redemption | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
| Net loss | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
| Balance—June 30, 2024 (unaudited) | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
3
SLAM CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For
the Six Months Ended June 30, |
||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | $ | ( |
) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Change in fair value of derivative warrant liabilities | ( |
) | ||||||
| Change in fair value of Backstop agreement | ||||||||
| Gain from extinguishment of Backstop agreement | ( |
) | ||||||
| Issuance of Backstop agreement | ||||||||
| Income from cash held in Trust Account | ( |
) | ( |
) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Due to Continental | ( |
) | ||||||
| Prepaid expenses | ||||||||
| Accounts payable | ||||||||
| Accrued expenses | ( |
) | ||||||
| Net cash used in operating activities | ( |
) | ( |
) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Erroneous deposit by Continental | ||||||||
| Cash deposited in Trust Account | ( |
) | ( |
) | ||||
| Net cash used in investing activities | ( |
) | ( |
) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds received from promissory note - related party | ||||||||
| Repayment of advances from related party | ( |
) | ||||||
| Advances from related party | ||||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash | ( |
) | ||||||
| Cash—beginning of the period | ||||||||
| Cash—end of the period | $ | $ | ||||||
| Supplemental Disclosure of Noncash Financing Activities | ||||||||
| Vendor payment made by related party | $ | $ | ||||||
| Increase in redemption value of Class A ordinary shares subject to possible redemption in connection with Trust Account receivable | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
4
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 1—Description of Organization and Business Operations
Slam Corp. (the “Company”) is a
blank check company incorporated as a Cayman Islands exempted company on
As of June 30, 2025, the Company had not yet commenced operations. All activity for the period from December 18, 2020 (inception) through June 30, 2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and after the Initial Public Offering, the search for an initial business combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The Company’s sponsor is Slam Sponsor,
LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial
Public Offering was declared effective on February 22, 2021. On February 25, 2021, the Company consummated its Initial Public Offering
of
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the private placement (the “Private Placement”) of
Upon the closing of the Initial Public Offering
and the Private Placement, $
5
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Company’s management team (“Management”)
has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of the Private
Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating an initial
business combination. The Company’s initial business combination must be with one or more operating businesses or assets with a
fair market value equal to at least
The Company will provide its holders of the
Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the
completion of an initial business combination either (i) in connection with a general meeting called to approve the initial business combination
or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of
an initial business combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem
their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $
6
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Notwithstanding the foregoing, the Company’s
Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more
than an aggregate of
The Company’s Sponsor, officers, directors
and special advisor agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association
(A) to modify the substance or timing of the Company’s obligation to allow the redemption of its Public Shares in connection with
an initial business combination or to redeem
If the Company is unable to complete an initial business combination by June 25, 2025 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Board, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
On February 21, 2023, the Company held an extraordinary
general meeting of shareholders (the “Extension Meeting”) to (i) amend the Company’s Amended and Restated Memorandum
and Articles of Association (the “Articles Amendment”) to extend the date by which the Company has to consummate an initial
business combination from February 25, 2023 to May 25, 2023 (such proposal, the “Extension Amendment Proposal”) and (ii) remove
the limitation that the Company may not redeem public 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) the Exchange Act of less than $
Accordingly, on February 21, 2023, the Company
issued an unsecured promissory note in the total principal amount of up to $
In connection with the vote to approve the Extension
Amendment Proposal, the holders of
In connection with the redemption of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes (less taxes payable).
7
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
On December 18, 2023, the Company and Lynk Global,
Inc., a Delaware corporation (“Lynk”), issued a joint press release announcing a non-binding letter of intent (“LOI”)
for a potential business combination. Under the terms of the LOI, the Company and Lynk would become a combined entity, with Lynk’s
existing equity holders rolling
On December 22, 2023, the Company held an Extraordinary General Meeting of Shareholders (the “Shareholder Meeting”) to amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date (the “Termination Date”) by which the Company has to consummate an initial business combination (the “Articles Extension”) from December 25, 2023 (the “Amended Termination Date”) to January 25, 2024 (the “Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate an initial 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 Company’s Board if requested by Slam Sponsor, LLC, and upon five days’ advance notice prior to the applicable Termination Date, until December 25, 2024, or a total of up to twelve months after the Amended Termination Date, unless the closing of an initial 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 27, 2023, the Company filed the Second Amendment to the Amended and Restated Memorandum and Articles of Association (the “Articles Amendment”) with the Registrar of Companies of the Cayman Islands, effective December 22, 2023.
In connection with the vote to approve the Extension
Amendment Proposal, the holders of
On January 22, 2024, February 21, 2024, March
20, 2024, April 22, 2024, May 20, 2024, June 25, 2024, July 25, 2024, August 22, 2024 and September 19, 2024, the Board approved draws
of an aggregate of $
On August 23, 2024, the Company and Sponsor
amended the New Note to increase the aggregate principal amount from $
On October 28, 2024, Continental Stock Transfer
& Trust Company (“Continental”), the trustee with respect to the Trust Account, erroneously deposited $
On December 18, 2024, we held an extraordinary general meeting of shareholders (the “Third Extension Meeting”) to, in part, amend our amended and restated memorandum and articles of association to extend the date by which we have to consummate a business combination from December 25, 2024 to March 25, 2025 and to allow the Company, without another shareholder vote, to elect to extend the termination date on a monthly basis for up to three times by an additional one month each time until June 25, 2025 (the “Monthly Extensions”).
In connection with that vote, the holders of
8
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
In connection with the extension to June 25,
2025, Sponsor contributed $
Accordingly, on December 27, 2024, the Company
issued an unsecured promissory note in the total principal amount of up to $
On January 16, 2025, the Sponsor converted an
aggregate of
On May 15, 2025, the Company issued an unsecured
promissory note in the total principal amount of up to $
On June 6, 2025, the Company filed a definitive
proxy statement (the “Proxy Statement”) announcing that it will hold an extraordinary general meeting of the Company (the
“June 2025 Shareholder Meeting”) to vote on a proposed amendment to the Company’s amended and restated memorandum and
articles of association to (a) extend the date (the “Termination Date”) by which the Company has to consummate a Business
Combination (as defined in the Proxy Statement) from June 25, 2025 to December 24, 2025 (the “Articles Extension Date”) and
to allow the Company, without another shareholder vote, 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 board of directors
of the Company, if requested by 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 thereto (the “Extension Amendment Proposal”) and (b) to adjourn the June 2025 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 June
2025 Shareholder Meeting, there are insufficient class A ordinary shares, par value $
9
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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.
In connection with the vote to approve the Extension
Amendment Proposal, the holders of
On December 24, 2025, the Company held a shareholder meeting to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a business combination (the “Articles Extension”) from December 25, 2025 to December 25, 2026 (the “2026 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 2026 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 2026 Articles Extension Date, unless the closing of a business combination shall have occurred prior to such date (the “2026 Extension Amendment Proposal”).
The shareholders of the Company approved the 2026 Extension Amendment Proposal at the shareholder meeting and on December 24, 2025, the Company filed an amendment to the Articles (the “December 2025 Articles Amendment”) with the Registrar of Companies of the Cayman Islands, effective December 24, 2025.
In connection with the vote to approve the 2026
Extension Amendment Proposal, the holders of
The Initial Shareholders agreed to waive their
liquidation rights with respect to the Founder Shares if the Company fails to complete an initial business combination within the Combination
Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled
to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete an initial business
combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see
Note 5) held in the Trust Account in the event the Company does not complete an initial business combination within the Combination Period,
and in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption
of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets
remaining available for distribution in the Trust Account will be less than the $
10
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Risks and Uncertainties
In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. In October 2023, Israel and Hamas began an armed conflict in the Gaza Strip and surrounding areas. The impact of these ongoing conflicts, and related sanctions, on the world economy is not determinable as of the date of these financial statements, and the specific impact on the Company’s financial position, results of its operations, and/or search for a target company is also not determinable as of the date of these financial statements.
Liquidity and Going Concern Considerations
As of June 30, 2025, the Company had $
The Company’s liquidity needs through
June 30, 2025 were satisfied through a contribution of $
On February 21, 2023, the Company issued the
New Note to the Sponsor. The Sponsor funded the initial principal amount of $
11
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
On May 26, 2023, the Company issued an unsecured
promissory note in the principal amount of $
On August 18, 2023, the Company issued an unsecured
promissory note in the principal amount of $
On December 27, 2024, the Company issued an
unsecured promissory note in the total principal amount of up to $
On May 15, 2025, the Company issued an unsecured
promissory note in the total principal amount of up to $
As of June 30, 2025 and December 31, 2024, Antara
Capital Master Fund LP (“Antara”) paid and funded $
In connection with the Company’s assessment
of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40 “Presentation of
Financial Statements - Going Concern,” management has determined that the liquidity condition, the date of mandatory liquidation
and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have
been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after
12
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 2—Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of Management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected through December 31, 2025, or any future period.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on April 15, 2025, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2024, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on April 15, 2025.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
13
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Use of Estimates
The preparation of condensed financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates and the reported amounts of income and expenses during the reporting period. Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. On November 2, 2022 and December 14, 2023, Slam received formal letters from each of Goldman and BTIG, respectively, that each bank has agreed to waive its right to the deferred underwriting commission provided, however, BTIG’s waiver is conditioned upon the consummation of the Business Combination and its receipt of a capital markets advisory fee from Lynk. Goldman and BTIG did not receive any payment from Slam in connection with the fee waiver; provided, however, BTIG’s waiver is conditioned upon the consummation of the Business Combination and its receipt of the aforementioned capital markets advisory fee from Lynk.
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal
Deposit Insurance Corporation coverage limit of $
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash equivalents as of June 30, 2025 and December 31, 2024.
14
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Cash Held in the Trust Account
On February 17, 2023, the Company liquidated
the U.S. government treasury obligations and money market funds held in the Trust Account. The funds in the Trust Account will be maintained
in cash in an interest-bearing demand deposit account at a bank until the earlier of consummation of the Company’s initial business
combination or liquidation. Prior to February 17, 2023, the Company’s portfolio of investments held in the Trust Account were comprised
of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of
Due to Continental
On October 28, 2024, Continental erroneously
deposited $
Trust Account Receivable
On October 28, 2024, Continental erroneously
deposited a total of approximately $
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, except for the derivative warrant liabilities (see Note 9).
15
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritize the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; | |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Warrant Liabilities
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 and FASB ASC Topic 815, “Derivatives and Hedging.” The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
16
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with FASB ASC Topic 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available, and accordingly, the actual results could differ significantly. The estimated fair value of the Public Warrants, at issuance, was measured at fair value using a Black-Scholes option pricing model and is subsequently valued using the observable listed prices for such warrants. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The fair value of the Warrants as of June 30, 2025 and December 31, 2024, is based on observable listed prices for such warrants.
Backstop Agreement
The Company evaluated the backstop agreement
under FASB ASC 815 in which it was concluded that the settlement terms listed within the Backstop Agreement are not considered an input
into a fixed-for-fixed contract as required under step 2 of FASB ASC 815-40-15 because they are neither specifically mentioned in FASB
ASC 815-40-15 nor is it an input into a fixed-for-fixed contract. As a result, the Backstop Agreement is required to be classified as
a liability and measured at fair value with subsequent changes in fair value recorded in earnings. Accordingly, the Company recognized
the Backstop Agreement as a liability at its fair value and will adjust the instrument to its fair value at each reporting period. The
liability will be subject to re-measurement at each balance sheet date until exercised. The fair value of the Backstop Agreement assumes
Antara Capital Master Fund LP, a Cayman Islands exempted limited partnership (“Antara”) will fund the maximum number of shares
and considers the probability of the backstop commitment consisting only of an amount equal to the difference between (x) the Minimum
Cash Condition and (y) the sum of the Private Placement Net Financing Amount (as defined in the Backstop Agreement) and the Trust Amount
(as defined in the Backstop Agreement), in no event will the backstop commitment exceed $
Offering Costs Associated with the Initial Public Offering
Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
17
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Class A Ordinary Shares Subject to Possible Redemption
The
Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480,
“Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified
as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary
shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of
uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary
shares are classified as shareholders’ equity (deficit). The Company’s Class A ordinary shares feature certain redemption
rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly,
as of June 30, 2025 and December 31, 2024,
At
the June 2025 Special Meeting, stockholders redeemed
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Income Taxes
The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes.” FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2025 and December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
There is currently taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Loss per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes an initial business combination as the most likely outcome. Net loss per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period.
The
calculation of diluted net loss does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering
(including the consummation of the over-allotment) and the Private Placement Warrants to purchase an aggregate of
18
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares:
| For the Three Months Ended June 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Class A Redeemable |
Class A and Class B Non- Redeemable |
Class A | Class B | |||||||||||||
| Basic and diluted net loss per ordinary share: | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net loss, basic and diluted | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average ordinary shares outstanding | ||||||||||||||||
| Basic and diluted net loss per ordinary share | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||
| For the Six Months Ended June 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Class A Redeemable |
Class A and Class B Non- Redeemable |
Class A | Class B | |||||||||||||
| Basic and diluted net loss per ordinary share: | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net loss, basic and diluted | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average ordinary shares outstanding | ||||||||||||||||
| Basic and diluted net loss per ordinary share | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||
Recent Accounting Pronouncements
The Company’s Management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying condensed financial statements.
Note 3—Initial Public Offering
On
February 25, 2021, the Company consummated its Initial Public Offering of
Note 4—Related Party Transactions
Founder Shares
On
December 31, 2020, the Sponsor paid an aggregate of $
19
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
On
January 16, 2025, the Sponsor converted an aggregate of
The
Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after
the completion of the initial business combination or earlier if, subsequent to the initial business combination, the closing price of
Class A ordinary share equals or exceeds $
On
February 2, 2023, the Sponsor repurchased
On
April 25, 2023, the Sponsor repurchased
On
October 13, 2023, the Sponsor sold
On
December 14, 2023, the Sponsor sold
The sale of Founder Shares to an independent director, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founder Shares were effectively transferred subject to a performance condition (i.e., the occurrence of an initial business combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. An initial business combination is not probable until it is completed. Share-based compensation would be recognized at the date an initial business combination is considered probable in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the price initially received for the purchase of the Founder Shares. As of June 30, 2025, the Company determined that an initial business combination is not considered probable, and, therefore, no share-based compensation expense has been recognized.
Private Placement Warrants
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the Private Placement of
Each
whole Private Placement Warrant is exercisable for
20
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The
Sponsor, subject to limited exceptions, has agreed not to transfer, assign or sell any of their Private Placement Warrants until
Promissory Notes – Related Party
On
December 31, 2020, the Sponsor agreed to loan the Company up to $
On
February 21, 2023, the Company issued the New Note in the total principal amount of up to $
On
August 23, 2024, the Company and Sponsor amended the New Note to increase the aggregate principal amount from $
As
of June 30, 2025 and December 31, 2024, there were amounts of $
On
May 26, 2023, the Company issued the May 2023 Note in the principal amount of $
On
August 18, 2023, the Company issued an unsecured promissory note in the principal amount of $
On
December 27, 2024, the Company issued an unsecured promissory note in the total principal amount of up to $
On
May 15, 2025, the Company issued an unsecured promissory note in the total principal amount of up to $
21
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Working Capital Loans
In
addition, in order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination,
the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan
the Company funds as may be required (“Working Capital Loans”). If the Company completes an initial business combination,
the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working
Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that an initial business combination does not
close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation
of an initial business combination, without interest, or, at the lenders’ discretion, up to $
On
November 30, 2021, April 6, 2022, May 31, 2022, August 31, 2022, and December 28, 2022, the Sponsor agreed to loan the Company $
Administrative Support Agreement
Commencing
on the date that the Company’s securities were first listed on Nasdaq through the earlier of the Company’s consummation of
an initial business combination and its liquidation, the Company agreed to pay the Sponsor or an affiliate of the Sponsor $
In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the Trust Account.
Due to Related Party
As
of June 30, 2025 and December 31, 2024, the Sponsor paid $
Advances from Related Party
As
of June 30, 2025 and December 31, 2024, Antara paid and funded $
Note 5—Commitments and Contingencies
Registration and Shareholder Rights
The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
22
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Underwriting Agreement
The
Company granted the underwriters a
The
underwriters were entitled to an underwriting discount of $
Business Combination Agreement
On February 4, 2024, the Company (“Slam”), Lynk Global, Inc., a Delaware corporation (“Lynk”), the Sponsor, Lynk Global Holdings, Inc., a Delaware corporation (“Topco”), Lynk Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of Topco (“Merger Sub 1”), and Lynk Merger Sub 2, LLC, a Delaware limited liability and wholly owned subsidiary of Topco (“Merger Sub 2” and, together with the Company, and Lynk, collectively, the “Parties” and each a “Party”), entered into a business combination agreement (the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”).
On June 10, 2024, the Parties entered into an amendment to the Business Combination Agreement (the “First BCA Amendment”) pursuant to which the Parties agreed (i) to provide for the consummation of the redemption of Slam Class A Shares promptly following the Closing, (ii) to remove the termination provisions regarding the Series B Financing Deadline and the Private Placement Financing Deadline and (iii) effective on, and contingent upon the occurrence of, the First Effective Time, Lynk assigned all of its rights and obligations, under certain executive employment agreements between Lynk and certain executives, to Topco, which assumed such agreements.
On August 26, 2024, the Parties entered into an amendment to the Business Combination Agreement (the “Second BCA Amendment”) pursuant to which the parties agreed to extend the Termination Date from August 31, 2024 to December 25, 2024.
On September 28, 2024, the Parties entered into an amendment to the Business Combination Agreement (the “Third BCA Amendment” and together with the First BCA Amendment and the Second BCA Amendment, the “BCA Amendments”) pursuant to which the parties agreed to (i) remove reference to Founder Shares and Super Voting Shares, (ii) amend the process for the designation of directors on the Topco Board immediately after the First Effective Time, (iii) amend and restate the form of New Slam Certificate of Incorporation and (iv) amend the effective date of the termination of the Business Combination Agreement to June 30, 2025. All capitalized terms used in the forgoing paragraphs regarding the BCA Amendments and not otherwise defined herein have the same meanings ascribed to them in the Business Combination Agreement.
On June 19, 2025, the Company filed a civil complaint against Lynk and TopCo (“Defendants”) in the Court of Chancery of the State of Delaware (the “Court”). 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 the Company’s request for expedited treatment of the litigation.
Although the Company disputed the counterparty’s asserted right to terminate the Business Combination Agreement at the time, pursuant to the Third BCA Agreement, the Business Combination Agreement has been terminated as of June 30, 2025 and is no longer in effect.
23
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Sponsor Letter Agreement
Concurrently with the execution of the Business Combination Agreement, the Sponsor, Reginald Hudlin (“Hudlin”), Alexandre Zyngier (“Zyngier”), Lisa Harrington (“Harrington”) and Julian Nemirovsky (“Nemirovsky” together with Hudlin, Zyngier and Harrington, the “Independent Directors”) and Alex Rodriguez (“Rodriguez”), Chetan Bansal (“Bansal”), Himanshu Gulati (“Gulati”), Kelly Laferriere (“Laferriere”), Marc Lore (“Lore”), Desiree Gruber (“Gruber”), Ann Berry (“Berry”) and Ryan Bright (“Bright”, and together with Rodriguez, Bansal, Gulati, Laferriere, Lore, Gruber and Berry, the “Other Class B Shareholders” and together with Sponsor and the Independent Directors, the “Slam Parties” and each, a “Slam Party”), Slam, Lynk, Topco, Merger Sub 1 and Merger Sub 2 entered into a Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which the Slam Parties have agreed to take, or not take, certain actions during the period between the execution of the Sponsor Letter Agreement and the consummation of the Merger, including (i) to vote any ordinary shares of Slam owned by such Slam Party (all such shares, the “Covered Shares”) in favor of the Merger and other related proposals at Slam’s shareholder meeting, and any other special meeting of Slam’s shareholders called for the purpose of soliciting shareholder approval in connection with the consummation of the Merger, (ii) to vote any warrants of Slam owned by such Slam Party (all such warrants, the “Covered Warrants”) in favor of the Warrant Conversion and other related proposals at Slam’s warrant holder meeting, and any other special meeting of Slam’s warrant holders called for the purpose of soliciting warrant holder approval in connection with the consummation of the Warrant Conversion, (iii) to waive the anti-dilution rights or similar protections with respect to Slam Class B ordinary shares (the “Class B Shares”) owned by such party as set forth in the governing documents of Slam, or otherwise, and (iv) not to redeem any Covered Shares owned by such Slam Party.
As a result of the termination of the Business Combination Agreement as of June 30, 2025, the Sponsor Letter Agreement was also terminated.
Registration Rights Agreement
At the closing of the Business Combination, Topco, the Slam Parties, Antara, A-Rod Slam LLC, a Delaware limited liability company (“A-Rod”), and the other parties thereto will enter into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which, among other things, the Company will agree to undertake certain shelf registration obligations in accordance with the Securities Act, and certain subsequent related transactions and obligations, including, among other things, undertaking certain registration obligations and the preparation and filing of required documents.
As a result of the termination of the Business Combination Agreement as of June 30, 2025, the Registration Rights Agreement was also terminated.
Lock-Up Agreements
Prior
to the closing of the Business Combination, Topco will enter into a customary lock-up agreement (the “Lock-up Agreement”),
with Antara, A-Rod, the Slam Parties, the Lynk Holders party thereto (each, a “Lynk Holder”) and the Lynk Series B Preferred
Holders party thereto (each “Lynk Series B Preferred Holder”), pursuant to which, among other things, certain Topco Shares,
held by such shareholders will be locked-up and subject to certain transfer restrictions, subject to certain exceptions. Pursuant to the
Lock-up Agreement,
As a result of the termination of the Business Combination Agreement as of June 30, 2025, the Lock-Up Agreements were also terminated.
24
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Backstop Agreement
Concurrently
with the parties entering into the Business Combination Agreement, Slam and Topco entered into a Backstop Agreement (the “Backstop
Agreement”) with Antara (in such capacity, the “Investor”) pursuant to which, in the event that the Minimum Cash Condition
(as defined in the Backstop Agreement) is not met, the Investor has agreed, subject to the other terms and conditions included therein,
concurrently with the closing of the Business Combination (the “Closing”), to offset any redemptions made by holders of Slam’s
Class A ordinary shares, par value $
As a result of the termination of the Business Combination Agreement as of June 30, 2025, the Backstop Agreement was also terminated.
Nasdaq Delisting
On August 23, 2024, the Company received a notice (the “Delisting Notice”) from Nasdaq stating that Nasdaq has determined to delist the Company’s securities on The Nasdaq Capital Market effective at the open of business on August 27, 2024. Nasdaq reached its decision pursuant to Nasdaq IM-5101-2 because the Company did not complete one or more business combination within 36 months of the effectiveness of its IPO registration statement. Nasdaq completed the delisting by filing a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities and Exchange Act of 1934, as amended, on Form 25 on January 29, 2025 with the SEC.
On
September 19, 2024, the Company began trading its Class A ordinary shares, Units, each consisting of one Class A ordinary share and one-fourth
of one redeemable Public Warrant, and Public Warrants, each one whole Public Warrant exercisable for one Class A ordinary share at a price
of $
Note 6—Class A Ordinary Shares Subject to Possible Redemption
The
Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control
and subject to the occurrence of future events. The Company is authorized to issue
The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets are reconciled on the following table:
| Class A ordinary shares subject to possible redemption at December 31, 2023 | $ | |||
| Redemption of Public Shares | ( |
) | ||
| Deposit in connection with Extension Amendment Proposal | ||||
| Increase in redemption value of Class A ordinary shares subject to possible redemption | ||||
| Class A ordinary shares subject to possible redemption at December 31, 2024 | $ | |||
| Increase in connection with Trust Account receivable (see Note 2) | ||||
| Deposit in connection with Extension Amendment Proposal | ||||
| Increase in redemption value of Class A ordinary shares subject to possible redemption | ||||
| Class A ordinary shares subject to possible redemption at March 31, 2025 | $ | |||
| Due to redeeming shareholders | ( |
) | ||
| Deposit in connection with Extension Amendment Proposal | ||||
| Increase in redemption value of Class A ordinary shares subject to possible redemption | ||||
| Class A ordinary shares subject to possible redemption at June 30, 2025 | $ |
25
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 7—Shareholders’ Deficit
Preference
Shares—The Company is authorized to issue
Class
A Ordinary Shares—The Company is authorized to issue
Class
B Ordinary Shares—The Company is authorized to issue
Class B Ordinary Share Conversion
On
January 16, 2025, the Sponsor converted
The
Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the consummation of the initial business
combination on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations
and the like, and subject to further adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued
or deemed issued in connection with the initial business combination, the number of Class A ordinary shares issuable upon conversion of
all Founder Shares will equal, in the aggregate, on an as-converted basis,
26
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 8—Derivative Warrant Liabilities
As
of June 30, 2025 and December 31, 2024, the Company had
Public
Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units
and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a)
The
warrants have an exercise price of $
The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i) that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an initial business combination, subject to certain limited exceptions, (ii) except as described below, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees and (iii) the Sponsor or its permitted transferees will have the option to exercise the Private Placement Warrants on a cashless basis and have certain registration rights. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.
27
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00:
Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants):
| ● | in whole and not in part; | |
| ● | at
a price of $ | |
| ● | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and | |
| ● | if,
and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $ |
The
Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance
of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those
Class A ordinary shares is available throughout the
Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00:
Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants):
| ● | in whole and not in part; | |
| ● | at
$ |
| ● | if,
and only if, the closing price of Class A ordinary shares equals or exceeds $ | |
| ● | if
the closing price of the Class A ordinary shares for any |
The
“fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of
Class A ordinary shares during the
If the Company is unable to complete an initial business combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
28
SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 9—Fair Value Measurements
The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024, and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:
| June 30, 2025 | ||||||||||||
| Description | Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
| Liabilities: | ||||||||||||
| Derivative warrant liabilities—Public warrants | $ | $ | $ | |||||||||
| Derivative warrant liabilities—Private placement warrants | $ | $ | $ | |||||||||
| Backstop agreement liability | $ | $ | $ | |||||||||
| December 31, 2024 | ||||||||||||
| Description | Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
| Liabilities: | ||||||||||||
| Derivative warrant liabilities—Public warrants | $ | $ | $ | |||||||||
| Derivative warrant liabilities—Private placement warrants | $ | $ | $ | |||||||||
| Backstop agreement liability | $ | $ | $ | |||||||||
Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement when the Public Warrants were separately listed and traded in April 2021. Accordingly, the estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 because the fair value of the Private Placement Warrants was equivalent to the Public Warrants, based on the terms of the Private Warrant agreement, and as such their value is principally derived by the value of the Public Warrants. During the three and six months ended June 30, 2025, the estimated fair value of the Public Warrants was transferred from Level 1 fair value measurement to Level 2 due to insufficient trading volume.
For periods where no observable traded price is available, the fair value of the Public and Private Placement Warrants has been estimated using a Black-Scholes option pricing model. For periods subsequent to the detachment of the Public Warrants from the Units, the fair value of the Public Warrants is based on the observable listed price for such warrants. As of June 30, 2025 and December 31, 2024, the fair value of the Private Placement Warrants was the equivalent to that of the Public Warrants as they had substantially the same terms and qualified as a similar security; however, they are not actively traded, as such were listed as a Level 2 in the hierarchy table above.
For
the three and six months ended June 30, 2025, the Company recognized a loss of approximately ($
For
the three and six months ended June 30, 2025, the Company recognized a loss of approximately $
As
a result of the termination of the Business Combination Agreement as of June 30, 2025, the Backstop Agreement was also terminated. Accordingly,
the Company derecognized the related backstop liability and recognized a gain on extinguishment of the Backstop Agreement of $
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SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 10 — Segment Information
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
The
CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported
on the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheets as total assets.
| June 30, 2025 |
December 31, 2024 |
|||||||
| Cash held in Trust Account | $ | $ | ||||||
| Cash | $ | $ | ||||||
| For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| General and administrative costs | $ | $ | $ | $ | ||||||||||||
| Interest earned on investments held in Trust Account | $ | $ | $ | $ | ||||||||||||
The CODM reviews interest earned on investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.
General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included in net income or loss are reported on the statements of operations and described within their respective disclosures.
Note 11—Subsequent Events
The Company has evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review, besides the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.
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SLAM CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
On July 18, 2025, (i) Lynk Global, Inc. (“LGI”); Lynk Global Partners (together with LGI, “Lynk”), Lynk Merger Sub 1, LLC (“Lynk Merger Sub 1”), and Lynk Merger Sub 2, LLC (together with Lynk and Lynk Merger Sub 1, the “Lynk Parties”), and (ii) Slam Corp. (“Slam”), Slam Sponsor, LLC (“Slam Sponsor”), Antara Capital Master Fund, LP (“Antara”), A-Rod Corp., and A-Rod Slam LLC (together with A-Rod Corp., “ARC”), and certain members of the board of directors of Slam (collectively with SLAM, SLAM Sponsor, ARC, and Antara, being the “SLAM Parties”) mutually agreed to terminate the previously announced Business Combination Agreement (the “BCA”) among such parties, originally entered into on February 3, 2025. Although the Business Combination Agreement was terminated effective June 30, 2025 pursuant to the Third BCA Amendment, the parties subsequently agreed to the termination on mutually acceptable terms as part of the settlement and dismissal of the related litigation pending before the Delaware Court of Chancery, which was commenced on June 19, 2025. Pursuant to the settlement agreement, the Lynk Parties and the SLAM Parties agreed to terminate the BCA and release claims made. In addition, the settlement agreement provides that Lynk will make a deferred payment to Slam within the next two years that is significantly less than Slam’s current liabilities.
On December 24, 2025, the Company held a shareholder meeting to amend the Company’s amended and restated memorandum and articles of association (the “Articles”) to extend the 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.
On
January 27, 2026, the Sponsor, entered into a securities purchase agreement (the “SPA”) with certain members of the Sponsor
(the “Sellers”), Digital Investment Strategy, LLC, a Delaware limited partnership (the “Acquiror”), and the Company,
solely with respect to certain provisions of the SPA, pursuant to which the Sellers agreed to sell to the Acquiror, and the Acquiror agreed
to purchase from the Sellers,
On March 2, 2026, the Sponsor purchase was completed pursuant to the terms of the SPA (the “Closing”), the appointments and resignations of directors of the Company described in the Schedule 14F became effective, and the Sellers ceased to control the Sponsor. Following the Closing, the Acquiror owns all of the equity interests of the Sponsor held by the Sellers, representing an indirect interest in all of the Company’s Class A ordinary shares, Class B ordinary shares, and Private Placement Warrants of the Company then-held by the Sponsor, has the power to appoint all members of the board of directors of the Company (the “Board”), and may therefore be deemed to control the Company.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
References to the “Company,” “Slam Corp.,” “Slam,” “our,” “us” or “we” refer to Slam Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.
Overview
We are a blank check company incorporated on December 18, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We intend to effectuate our initial business combination using cash from the proceeds of our Initial Public Offering (the “IPO”) and the placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to any forward purchase agreements or backstop agreements we may enter into), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing or other sources.
The issuance of additional shares in an initial business combination:
| ● | may significantly dilute the equity interest of investors in our IPO, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; |
| ● | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
| ● | could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
| ● | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
| ● | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
| ● | may not result in adjustment to the exercise price of our warrants. |
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Similarly, if we issue debt or otherwise incur significant debt, it could result in:
| ● | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
| ● | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
| ● | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
| ● | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
| ● | our inability to pay dividends on our Class A ordinary shares; |
| ● | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
| ● | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
| ● | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
| ● | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
As indicated in the accompanying financial statements, as of June 30, 2025, we had approximately $8,773 in our operating bank account. Further, we expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.
Results of Operations and Known Trends or Future Events
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for our IPO. Following the IPO, we will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after our IPO. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After our IPO, we have incurred increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended June 30, 2025, we had net loss of approximately $3.0 million, which consisted of approximately $2.9 million in non-operating loss resulting from the change in fair value of derivative warrant liabilities, approximately $497,000 in general and administrative expenses, offset by approximately $191,000 of interest from cash held in Trust Account and approximately $233,000 in gain from extinguishment of backstop liability.
For the three months ended June 30, 2024, we had net loss of approximately $1.6 million, which consisted of approximately $755,000 in general and administrative expenses and approximately $1.8 million in non-operating loss resulting from the change in fair value of derivative warrant liabilities offset by approximately $13,000 in non-operating gain resulting from the change in fair value of backstop agreement liability, and approximately $944,000 of income from investments.
For the six months ended June 30, 2025, we had net loss of approximately $3.7 million, which consisted of approximately $3.4 million in non-operating loss resulting from the change in fair value of derivative warrant liabilities, approximately $842,000 in general and administrative expenses and approximately $39,000 in non-operating loss resulting from the change in fair value of backstop agreement liability, offset by approximately $374,000 of interest from cash held in Trust Account and approximately $233,000 in gain from extinguishment of backstop liability.
For the six months ended June 30, 2024, we had net loss of approximately $2.5 million, which consisted of approximately $2.6 million in general and administrative expenses, approximately $284,000 in issuance of Backstop Agreement, approximately $32,000 in non-operating loss resulting from the change in fair value of backstop agreement liability and approximately $1.5 million in non-operating gain resulting from the change in fair value of derivative warrant liabilities, offset by approximately $1.9 million of income from investments.
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Liquidity and Going Concern Considerations
As of June 30, 2025, we had $8,773 in our operating bank account and a working capital deficit of approximately $3.2 million.
The Company’s liquidity needs through June 30, 2025 were satisfied through a contribution of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4), the loan of approximately $196,000 from the Sponsor under the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on February 25, 2021. In addition, in order to finance transaction costs in connection with an initial business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of June 30, 2025 and December 31, 2024, there was $1,474,000 outstanding under the Working Capital Loans.
On February 21, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $10,447,000 (the “New Note”) to the Sponsor. The Sponsor funded the initial principal amount of $3,247,000 on February 23, 2023. The Sponsor funded an additional amount of $800,000 on May 23, 2023, June 22, 2023, July 21, 2023, August 22, 2023, September 21, 2023, October 21, 2023 and November 21, 2023. Additionally, the Sponsor funded an additional amount of $335,000 for working capital. The New Note does not bear interest and matures upon closing of the Company’s initial business combination.
On August 23, 2024, the Company and Sponsor amended the New Note to increase the aggregate principal amount from $10,447,000 to $10,947,000. All other material terms of the Amended Note remain in full force and effect.
As of June 30, 2025 and December 31, 2024, there were $10,947,000 outstanding under the New Note.
On May 26, 2023, the Company issued an unsecured promissory note in the principal amount of $700,000 (the “May 2023 Note”). The May 2023 Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination. As of June 30, 2025 and December 31, 2024, there was $700,000 outstanding under the May 2023 Note.
On August 18, 2023, the Company issued an unsecured promissory note in the principal amount of $800,000 (the “August 2023 Note”). The August 2023 Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination. As of June 30, 2025 and December 31, 2024, there was $800,000 outstanding under the August 2023 Note.
On December 27, 2024, the Company issued an unsecured promissory note in the total principal amount of up to $600,000 (the “December 2024 Note”) to Sponsor. 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. As of June 30, 2025 and December 31, 2024, there was $600,000 and $270,746 outstanding balance under the December 2024 Note, respectively.
On May 15, 2025, the Company issued an unsecured promissory note in the total principal amount of up to $1,500,000 (the “May 2025 Note”) to the Sponsor. The May 2025 Note does not bear interest and matures upon closing of the Company’s initial business combination. As of June 30, 2025 and December 31, 2024, there was $993,982 and $0 outstanding balance under the May 2025 Note, respectively.
As of June 30, 2025 and December 31, 2024, Antara Capital Master Fund LP (“Antara”) paid and funded $1,798,426 and $1,259,772, respectively, on behalf of the Company to pay for legal fees and D&O insurance, amounts of which are recorded in advances from related party in the accompanying balance sheets.
In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40 “Presentation of Financial Statements - Going Concern,” management has determined that the liquidity condition, the date for mandatory liquidation and dissolution raise substantial doubt about our ability to continue as a going concern through December 25, 2026, our scheduled liquidation date if we do not complete the initial business combination prior to such date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 25, 2026.
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Off-balance Sheet Arrangements
As of June 30, 2025 and December 31, 2024, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
Critical Accounting Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. As of June 30, 2025, we have not identified any critical accounting estimates.
JOBS Act
The Jumpstart Our Businesses Act (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the principal executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer has concluded that during the period covered by this report, our disclosure controls and procedures were not effective as of June 30, 2025 due to the Company’s inability to timely file this Quarterly Report on Form 10-Q.
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2025 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II-OTHER INFORMATION
Item 1. Legal Proceedings
On June 19, 2025, the Company filed a civil complaint against Lynk and TopCo (“Defendants”) in the Court of Chancery of the State of Delaware (the “Court”). 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 the Company’s request for expedited treatment of the litigation.
Although the Company disputed the counterparty’s asserted right to terminate the Business Combination Agreement at the time, the Business Combination Agreement has been terminated as of June 30, 2025 and is no longer in effect.
Item 1A. Risk Factors
For risk factors relating to our business, please refer to the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024. Any of these factors could result in a significant or material adverse effect on the results of our operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities.
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
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Item 6. Exhibits.
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
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: September 25, 2026 | SLAM CORP. | |
| By: | /s/ Joseph Buttram | |
| Name: | Joseph Buttram | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| By: | /s/ Raoul Scott | |
| Name: | Raoul Scott | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
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