Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 22, 2023, Slam Corp. (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 (the “Articles”) to extend the date (the “Termination Date”) by which the Company has to consummate a business combination (the “Articles Extension”) from December 25, 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 a 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 of directors 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 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 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.
The foregoing description is qualified in its entirety by reference to the Articles Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On December 22, 2023, the Company held the Shareholder Meeting to approve the Extension Amendment Proposal and a proposal to allow the adjournment of the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there were insufficient Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares,” and together with the Public Shares, the “Ordinary Shares”), of the Company represented (either in person or by proxy) to approve the Extension Amendment Proposal or (ii) if the holders of Public Shares elected to redeem an amount of shares in connection with the Extension Amendment Proposal such that the Company would not adhere to the continued listing requirements of The Nasdaq Capital Market, each as more fully described in the definitive proxy statement filed by the Company on December 8, 2023.
As there were sufficient votes to approve the Extension Amendment Proposal and following redemptions in connection with the Extension Amendment Proposal, the Company adheres to the continued listing requirements of The Nasdaq Capital Market, the Adjournment Proposal was not presented to shareholders.
Holders of 34,418,945 Ordinary Shares of the Company held of record as of November 30, 2023, the record date for the Shareholder Meeting, were present in person or by proxy at the meeting, representing approximately 86.68% of the voting power of the Company’s ordinary shares as of the record date for the Shareholder Meeting, and constituting a quorum for the transaction of business.
The voting results for the Extension Amendment Proposal were as follows:
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For |
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Against |
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Abstain |
34,418,945 |
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4,300,693 |
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100 |