v3.26.3
Commitments and Contingencies
6 Months Ended
Jun. 30, 2025
Commitments and Contingencies [Abstract]  
Commitments and Contingencies

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. 

 

Underwriting Agreement

 

The Company granted the underwriters a 45-day option from the date of the prospectus to purchase up to 7,500,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On February 25, 2021, the underwriters fully exercised their over-allotment option.

 

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $11.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $20.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement. On November 2, 2022 and December 14, 2023, Slam received formal letters (the “Waivers”) 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 (as defined below) 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 capital markets advisory fee from Lynk (as defined below). Waiver of the deferred underwriting fees by the underwriters is a condition to the Closing (as defined below) of the Business Combination, and BTIG and Goldman, the representatives of the underwriters for the IPO, have each agreed to waive the deferred underwriting commissions, and only with respect to BTIG, its waiver is subject to the closing of the Business Combination and BTIG’s receipt of a capital markets advisory fee.

 

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.

 

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, (i) the Sponsor, A-Rod, Antara and the Slam Parties will agree to be subject to (a) only with respect to the Sponsor, A-Rod and Antara, a six-month lock-up on all of the Topco Shares issued in exchange for Slam’s Private Placement Warrants in connection with the consummation of the Business Combination, assuming the approval of the conversion of the warrants into Class A ordinary shares in connection with the Business Combination (the “Warrant Conversion”) by Slam’s Public Warrant holders, (b) a twelve-month lock-up on 50% of the Topco Shares issued to each of the Sponsor, Antara, A-Rod and the Slam Parties in exchange for the Slam Class B Shares, in connection with the consummation of the Business Combination and any Topco Shares issued to Antara pursuant to the Backstop Agreement Side Letter (as defined below) and (c) an eighteen-month lock-up on 50% of the Topco Shares issued to each of the Sponsor, Antara, A-Rod and the Slam Parties in exchange for the Slam Class B Shares in connection with the consummation of the Business Combination and any Topco Shares issued to Antara pursuant to the Backstop Agreement Side Letter; (ii) each Lynk Holder will agree to be subject to (a) a six-month lock-up on 30% of the Topco Shares they hold following the consummation of the Business Combination and (b) a twelve-month lock-up on 70% of the Topco Shares they hold following the consummation of the Business Combination; and (iii) each Lynk Series B Preferred Holder (as defined in the Lock-Up Agreement) will agree to be subject to (a) a six-month lock-up on 50% of the Topco Shares they hold following the consummation of the Business Combination and (b) a twelve-month lock-up on 50% of the Topco Shares they hold following the consummation of the Business Combination.

 

As a result of the termination of the Business Combination Agreement as of June 30, 2025, the Lock-Up Agreements were also terminated.

 

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 $0.0001 per share in connection with the Business Combination pursuant to Slam’s Amended and Restated Memorandum and Articles of Association through an investment of up to 2,500,000 Topco Shares, for an aggregate amount of up to $25,000,000 at a purchase price of $10.00 per share. In connection with the execution of the Backstop Agreement, the Investor entered into a side letter with Topco, Lynk and the Sponsor (the “Backstop Agreement Side Letter”), pursuant to which the Sponsor agreed to forfeit 5,000,000 Slam Class B ordinary shares, one business day before the Domestication (as defined in the Business Combination Agreement), and Topco agreed to issue 5,000,000 Topco Shares to the Investor, at the Closing, contingent upon the completion of each element of the Transaction, subject to the conditions set forth in the Backstop Agreement and the Backstop Agreement Side Letter.

 

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 $11.50 per share, on the OTCQX under the symbols “SLAMF”, “SLMUF” and “SLMWF”, respectively.