Slam (SLAM)
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Slam (SLAM) - 2024 Q1 - Quarterly Report
2024-05-16 21:28
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to SLAM CORP. (Exact name of registrant as specified in its charter) | | | (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS E ...
Slam (SLAM) - 2023 Q4 - Annual Report
2024-04-01 20:05
Investment Strategy - Slam Corp. is focused on investment opportunities in sectors such as sports, media, entertainment, health and wellness, and consumer technology, targeting companies with significant revenue growth and large addressable markets [27]. - The company aims to leverage its network and operational experience to accelerate growth in target businesses [43]. - Slam Corp. has established a proactive sourcing strategy to identify companies that can benefit from its investment capital and expertise [43]. - The company has a focus on market leaders with defensible business models and superior market share [44]. - The target companies should have significant growth prospects in a large addressable market, with proven profitability and attractive unit economics [51]. - The company aims to acquire a multibillion-dollar asset with a leading market position in an attractive industry [47]. Business Combination Details - The Business Combination Agreement with Lynk Global, Inc. includes a merger that will result in Slam transferring to a Delaware corporation and merging with Lynk, with the new entity trading under the ticker symbols "LYNK" and "LYNKW" on Nasdaq [31][33]. - The Business Combination will involve the conversion of each New Slam Share into one share of Topco Series A Common Stock, and warrants will be converted into Topco Warrants [33]. - The Business Combination is subject to shareholder approval and other conditions outlined in the agreements [36][37]. - The company intends to complete its initial business combination with a target business that has an aggregate fair market value of at least 80% of the net assets held in the trust account [50]. - The company may pursue business combinations with affiliated companies, provided an independent valuation opinion is obtained [53]. Financial Position and Funding - As of December 31, 2023, the company had approximately $98,798,296 available for an initial business combination after IPO expenses [68]. - The company intends to complete its initial business combination using cash from IPO proceeds, private placement warrants, or a combination of equity and debt [71]. - The company may need additional financing to complete its initial business combination if the transaction requires more cash than available or if significant public shares are redeemed [73]. - The net proceeds from the IPO and the sale of private placement warrants amounted to approximately $558.1 million, after accounting for $20.1 million in deferred underwriting commissions and estimated IPO expenses [195]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem their Class A ordinary shares at a price equal to the amount in the trust account, subject to certain conditions [92]. - Redemption rights will not apply to warrants upon completion of the initial business combination [92]. - If the cash required for redemptions exceeds available cash, the business combination will not be completed [93]. - The company has established a restriction limiting shareholders' ability to redeem more than 15% of the shares sold in the IPO without prior consent, aimed at preventing large shareholders from blocking business combinations [100]. - Public shareholders must tender their shares to exercise redemption rights, with a nominal fee of approximately $80.00 charged by the transfer agent for the tendering process [104]. - If the initial business combination is not completed by the Termination Date, the company will redeem public shares at a per-share price equal to the aggregate amount in the trust account, estimated to be approximately $10.00 per share [110][114]. Management and Governance - The management team includes experienced professionals from finance, media, and sports industries, with Alex Rodriguez serving as CEO and Himanshu Gulati as Chairman [38]. - The management team seeks to establish a well-rounded executive suite aligned with shareholder interests [51]. - Recent board changes include the resignation of several members to maintain a majority of independent directors [42]. - The company is classified as an "emerging growth company" and will remain so until it meets certain revenue or market value thresholds, including total annual gross revenue of at least $1.235 billion [65]. - The company is also a "smaller reporting company," allowing it to provide reduced disclosure obligations until it meets specific market value or revenue criteria [66]. Risks and Challenges - The lack of business diversification may pose risks, as the company's success may depend entirely on the performance of a single business post-combination [80]. - There is uncertainty regarding whether key personnel will remain in senior management or advisory roles post-combination [82]. - The company may face intense competition from other blank check companies, private equity groups, and public companies, which may limit its ability to acquire larger target businesses [120]. - Geopolitical tensions, including the Ukraine invasion and the Israel-Hamas conflict, could adversely affect market conditions and the ability to complete business combinations [144]. - COVID-19 and future public health crises may negatively impact operations and financial results, complicating strategic planning [146]. Legal and Compliance - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements [123]. - Financial statements of the target business must comply with GAAP or IFRS, which may limit the pool of potential acquisition candidates [124]. - The company is not required to obtain an independent valuation opinion for the business it acquires, relying instead on the judgment of its board of directors [183]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete an acquisition, particularly if the target business is not compliant [187]. Future Outlook - The company has requested a hearing before the Nasdaq Hearings Panel to seek additional time to complete its proposed business combination with Lynk, with the hearing scheduled for April 25, 2024 [214]. - If the company fails to complete a business combination by the Termination Date, it will cease operations and redeem public shares at approximately $10.00 each [147]. - The company may face challenges in completing multiple business combinations simultaneously, which could increase costs and risks [197].
Slam (SLAM) - 2023 Q3 - Quarterly Report
2023-11-10 02:19
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to SLAM CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40094 98-1211848 (State or other jurisdiction of incorporati ...
Slam (SLAM) - 2023 Q2 - Quarterly Report
2023-08-11 20:16
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to SLAM CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40094 98-1211848 (State or other jurisdiction of incorporation o ...
Slam (SLAM) - 2023 Q1 - Quarterly Report
2023-05-15 21:15
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Washington, D.C. 20549 For the quarterly period ended March 31, 2023 FORM 10-Q OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to SLAM CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40094 98-1211848 (State or other jurisdiction of incorporation ...
Slam (SLAM) - 2022 Q4 - Annual Report
2023-03-29 21:22
Investment Focus and Strategy - Slam Corp. is focused on investment opportunities in sectors such as sports, media, entertainment, health and wellness, and consumer technology, aiming for companies with significant revenue growth and defensible business models [19]. - The company aims to acquire a multibillion-dollar asset with a leading market position, emphasizing sustainable growth prospects in large addressable markets [30]. - The acquisition criteria include targeting companies with formidable barriers to entry and proven business models to ensure long-term competitive differentiation [30]. - The company seeks to partner with management teams to create value and leverage its extensive network for strategic introductions [30]. - The company offers target businesses a more expeditious and cost-effective alternative to traditional IPOs through a merger or business combination [45]. Management Team and Experience - The management team includes Alex Rodriguez and Himanshu Gulati, who have extensive experience in finance, media, and investment, contributing to the company's strategic direction [23]. - Antara Capital, led by Mr. Gulati, has a track record of delivering strong investor returns through strategic investments in companies like QuantumScape and Innoviz Technologies [29]. - Mr. Rodriguez has nearly 10 million social media followers, providing significant access to potential business opportunities and enhancing brand visibility [28]. Financial Position and Requirements - As of December 31, 2022, the company had approximately $583.46 million available for an initial business combination after estimated IPO expenses and $20.1 million in deferred underwriting fees [55]. - Following the extraordinary general meeting on February 21, 2023, 32,164,837 Class A ordinary shares were redeemed for an aggregate amount of approximately $328.09 million, leaving approximately $258.43 million in the trust account [55]. - The company may need additional financing to complete its initial business combination if the required cash exceeds the available funds or if a significant number of public shares are redeemed [58]. - The company is not currently engaged in operations and intends to use cash from the IPO proceeds and private placement warrants for the initial business combination [56]. - The net proceeds from the IPO and the sale of private placement warrants amount to up to $558,075,000 for completing the initial business combination, after accounting for $20,125,000 in deferred underwriting commissions and estimated IPO expenses [199]. Shareholder and Redemption Policies - Public shareholders can redeem their shares regardless of their voting decision, and initial shareholders have waived their redemption rights for founder shares [83]. - The company will provide public shareholders the opportunity to redeem shares at a price based on the trust account balance prior to the business combination [78]. - If cash requirements for redemptions exceed available funds, the business combination may not proceed [80]. - The company intends to conduct redemptions in conjunction with a shareholder vote unless otherwise determined [81]. - The redemption offer will remain open for at least 20 business days following the announcement of the initial business combination [85]. Regulatory and Compliance Considerations - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements [50]. - The company is also a "smaller reporting company," which allows for reduced disclosure obligations, including providing only two years of audited financial statements [53]. - The company is subject to the rules and regulations of the Exchange Act after voluntarily registering its securities, with no current intention to suspend reporting obligations [118]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an acquisition, particularly if the target business is not compliant with internal control provisions [189]. - The company must comply with federal proxy rules requiring financial statement disclosures, which may limit the pool of potential target businesses for acquisition [207]. Risks and Challenges - The company may face intense competition from other entities, including blank check companies and private equity groups, which may limit its ability to acquire larger target businesses due to available financial resources [112]. - The ongoing COVID-19 pandemic may adversely affect the company's ability to complete a business combination due to market volatility and travel restrictions [138]. - The company may face challenges in negotiating business combinations as potential targets may leverage the requirement to complete a deal by the Termination Date [136]. - The company may face difficulties in obtaining additional financing for the initial business combination or for funding the operations of the target business, which could lead to restructuring or abandonment of the deal [195]. - The company may incur substantial debt to complete a business combination, which could adversely affect its leverage and financial condition [197]. Governance and Fiduciary Duties - The company may face conflicts of interest as its officers and directors may have fiduciary duties to other entities, but it does not expect these duties to materially affect its ability to complete the initial business combination [40]. - Officers and directors may have fiduciary obligations to present business opportunities to other entities, which could impact the company's ability to pursue certain combinations [62]. - The company has a fiduciary duty to address creditor claims before distributing funds to public shareholders, which may expose it to claims of punitive damages in bankruptcy scenarios [108]. - The provisions of the company's amended and restated memorandum and articles of association allow for easier amendments to facilitate business combinations, requiring only a two-thirds majority approval from shareholders [191]. Target Business Evaluation - The evaluation process for a target business includes extensive due diligence, such as management meetings, document reviews, and financial assessments [63]. - The company has identified general criteria for evaluating prospective target businesses, but may enter into a business combination with a target that does not meet these criteria, potentially affecting the success of the combination [184]. - There is a limited ability to evaluate the target's management team, and future management may lack necessary skills for public company operations [67]. - The time and costs associated with selecting and completing a business combination are uncertain, and unsuccessful evaluations may lead to financial losses [65]. Miscellaneous - The company has received a tax exemption undertaking from the Cayman Islands government for a period of 20 years, exempting it from certain taxes on profits and income [119]. - The company may be deemed a "blank check" company under U.S. securities laws, exempt from certain investor protections, allowing a longer period to complete an initial business combination [167]. - The market for directors and officers liability insurance has become less favorable, potentially increasing costs for the company [175]. - The need for additional "run-off insurance" could add expenses for the post-business combination entity, impacting its ability to negotiate favorable terms [177].
Slam (SLAM) - 2022 Q3 - Quarterly Report
2022-11-14 11:41
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to SLAM CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40094 98-1211848 (State or other jurisdiction of incorporat ...
Slam (SLAM) - 2022 Q2 - Quarterly Report
2022-08-12 20:36
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to SLAM CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40094 98-1211848 (State or other jurisdiction of incorporation or organization) 50 ...
Slam (SLAM) - 2022 Q1 - Quarterly Report
2022-05-13 20:18
FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to SLAM CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40094 98-1211848 (State or other jurisdiction of incorporation ...
Slam (SLAM) - 2021 Q4 - Annual Report
2022-03-29 20:31
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from January 7, 2021 through December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to SLAM CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40094 98-1211848 (State or other jurisdict ...