Subsequent Events |
6 Months Ended |
|---|---|
Jun. 30, 2025 | |
| Subsequent Events [Abstract] | |
| Subsequent Events |
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.
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, 100% of the issued and outstanding equity interests of the Sponsor.
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. |