[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_96":97},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":-5,"_23":24,"_25":26,"_27":28,"_29":30,"_31":30,"_32":33,"_34":35,"_36":37,"_38":39,"_40":41,"_42":43,"_44":45,"_46":-5,"_47":48,"_49":-5,"_50":-5,"_51":52,"_53":54,"_55":56,"_57":41,"_58":41,"_59":60,"_61":41,"_62":63},"id","xx6x542catae205o9pf4nr06f","revision",2,"title","Slam Corp.提交截至2025年9月30日的10-Q，披露持续经营重大疑虑","originalTitle","10-Q - Slam Corp. (0001838162) (Filer)","summary","Slam Corp.在截至2025年9月30日的10-Q中披露，公司尚未开始运营，也未完成初始业务合并；运营账户现金为8,608美元，营运资金赤字约60万美元，管理层称其流动性状况及强制清算日期使持续经营能力存在重大疑虑。九个月净利润为497.1万美元，其中包括负债终止、出售付款权及认股权证负债公允价值变动等收益。若未能在2026年12月25日前完成合并，公司须停止运营并进入清算程序。","reason","source",{"_12":87,"_88":89,"_9":90,"_91":41,"_92":93,"_94":95},"links",{"_84":85,"_77":86},"publishedAt","2026-10-28T20:06:13.000Z","discoveredAt","2026-10-29T02:03:19.436Z","timelineAt","category","ai-products","tags",[82,83],"stockSymbols",[],"score",32,"selected",true,"channel","news","story",{"_72":73,"_16":74},"x","readingMode","full","author","language","body",{"_63":76,"_77":-5,"_78":79,"_80":81},"outline",[],"relatedStories",[75],"indexable","markdownAvailable","group",{"_64":65,"_44":66,"_67":68,"_69":70,"_71":70},"hasTranslation","bodyLanguage","zh","factId","fIJodxQR9oq8",{"_72":73,"_16":74},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","d6799f4a-29e1-4562-9598-072b40a2c4a9","Slam披露持续经营重大疑虑及清算期限",{"_72":73,"_16":74},"

美国

证券交易委员会

华盛顿特区 20549

10-Q 表

☒ 根据《1934 年证券交易法》第 13 或 15(d) 条提交的季度报告

截至 2025 年 9 月 30 日的季度

或

☐ 根据《1934 年证券交易法》第 13 或 15(d) 条提交的过渡期报告

过渡期自至

SLAM CORP.

（注册人章程中载明的准确名称）

\n\n\n\n\n

开曼群岛		001-40094		98-1211848
（州或其他注册或组织司法管辖区）		（委员会档案编号）		（美国国税局雇主识别号）

\n\n\n

55 Hudson Yards, 47th Floor, Suite C 纽约，纽约		10001
（主要执行办公室地址）		（邮政编码）

注册人电话号码（含区号）：(646) 762-8580

不适用

（如自报告以来有所变更，则为原名称或原地址）

根据该法案第 12(b) 条注册的证券：无

请勾选说明注册人是否 (1) 已在过去 12 个月内（或注册人须提交此类报告的较短期间内）提交《1934 年证券交易法》第 13 或 15(d) 条要求提交的所有报告，且 (2) 在过去 90 天内一直受此类提交要求约束。是 ☐ 否 ☒

请勾选说明注册人是否已在过去 12 个月内（或注册人须提交此类文件的较短期间内）以电子方式提交根据 S-T 条例第 405 条（本章第 232.405 条）要求提交的所有交互式数据文件。是 ☐ 否 ☒

请勾选说明注册人是否为大型加速申报公司、加速申报公司、非加速申报公司、较小申报公司或新兴成长型公司。参见《交易法》规则 12b-2 中“大型加速申报公司”“加速申报公司”“较小申报公司”和“新兴成长型公司”的定义。

\n\n\n\n

大型加速申报公司	☐	加速申报公司	☐
非加速申报公司	☒	较小申报公司	☒
		新兴成长型公司	☒

如果注册人为新兴成长型公司，请勾选说明其是否选择不采用《交易法》第 13(a) 条规定的、遵守任何新订或修订财务会计准则的延长过渡期。 ☐

请勾选说明注册人是否为空壳公司（定义见《交易法》规则 12b-2）。是 ☒ 否 ☐

截至 2026 年 10 月 23 日，已发行在外的 A 类普通股（每股面值 $0.0001，以下简称“A 类普通股”）为 14,284,324 股，B 类普通股（每股面值 $0.0001，以下简称“B 类普通股”）为 165,000 股。

SLAM CORP.

10-Q 表

截至2025年9月30日的季度

		页码
第一部分：财务信息

第1项	简明财务报表	1
	截至2025年9月30日（未经审计）和2024年12月31日的简明资产负债表	1
	截至2025年和2024年9月30日止三个月和九个月的简明经营报表（未经审计）	2
	截至2025年和2024年9月30日止三个月和九个月的股东亏损变动简明报表（未经审计）	3
	截至2025年和2024年9月30日止九个月的简明现金流量表（未经审计）	4
	未经审计简明财务报表附注	5
第2项	管理层对财务状况和经营业绩的讨论与分析	33
第3项	有关市场风险的定量和定性披露	36
第4项	控制与程序	36

第二部分：其他信息

第1项	法律诉讼	37
第1A项	风险因素	37
第2项	未注册股权证券的销售及注册证券所得款项的使用	37
第3项	优先证券违约	37
第4项	矿山安全披露	37
第5项	其他信息	37
第6项	附件	38
第7项	签名	39

第一部分：财务信息

第1项简明财务报表

SLAM CORP.

简明资产负债表

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	9月30日，			12月31日，
	2025			2024
	（未经审计）
资产：
流动资产：
现金	$	8,608			$	518
预付费用		7,163				259,601
流动资产总额		15,771				260,119
信托账户持有的现金		1,373,652				22,852,136
资产总额	$	1,389,423			$	23,112,255

负债、可能需要赎回的A类普通股及股东亏损
流动负债：
应付账款	$	475,295			$	669,205
应付Continental款项		—				172,500
应计费用		136,671				3,248,577
流动负债总额		611,966				4,090,282
关联方本票		14,040,982				12,717,746
后备协议负债		—				194,240
关联方垫款		1,315,426				1,259,772
关联方营运资金贷款		1,474,000				1,474,000
衍生权证负债		128,545				3,110,705
递延承销佣金		20,125,000				20,125,000
负债总额		37,695,919				42,971,745
承诺与或有事项
可能需要赎回的A类普通股，面值$0.0001；截至2025年9月30日和2024年12月31日，分别有114,053股和2,000,000股，赎回价值分别约为每股$12.04和$11.29		1,373,652				22,579,636
股东亏损：
优先股，面值$0.0001；授权5,000,000股；截至2025年9月30日和2024年12月31日均未发行或流通		—				—
A类普通股，面值$0.0001；授权500,000,000股；截至2025年9月30日和2024年12月31日，已发行并流通的不可赎回股份分别为14,210,000股和0股		1,421				—
B类普通股，面值$0.0001；授权50,000,000股；截至2025年9月30日和2024年12月31日，已发行并流通股份分别为165,000股和14,375,000股		17				1,438
额外实收资本		861,527				—
累计赤字		(38,543,113	)			(42,440,564	)
股东赤字总额		(37,680,148	)			(42,439,126	)
负债总额、可能赎回的 A 类普通股及股东赤字	$	1,389,423			$	23,112,255

随附附注是这些未经审计简明财务报表不可分割的一部分。

SLAM CORP.

简明经营报表

（未经审计）

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	截至9月 30日的三个月			截至9月 30日的九个月
	2025			2024			2025		2024

一般及行政费用	$	1,749,054			$	708,433		$	2,530,706		$	3,211,228
一般及行政费用——关联方		30,000				30,000			90,000			90,000
营业费用总额		(1,779,054	)			(738,433	)		(2,620,706	)		(3,301,228	)

其他收入（费用）：
衍生权证负债公允价值变动		524,450				2,539,980			2,982,160			1,028,330
后备协议公允价值变动		—				(2,484	)		(39,110	)		(34,486	)
终止后备协议收益		—				—			233,350			—
终止负债收益		1,045,747				—			1,045,747			—
出售支付权收益		2,925,000				—			2,925,000			—
签订后备协议		—				—			—			(283,739	)
信托账户所持现金收入		71,011				964,354			444,831			2,841,789
净收入	$	2,787,154			$	2,763,417		$	4,971,272		$	250,666

A 类可赎回普通股基本及稀释加权平均流通股数		114,053				9,077,959			1,274,636			9,077,959
A 类可赎回普通股基本及稀释每股净收入	$	0.19			$	0.12		$	0.32		$	0.01

B 类不可赎回普通股基本及稀释加权平均流通股数		14,375,000				14,375,000			14,375,000			14,375,000
B 类不可赎回普通股基本及稀释每股净收入	$	0.19				0.12			0.32			0.01

随附附注是这些未经审计简明财务报表不可分割的一部分。

SLAM CORP.

股东赤字变动简明报表

（未经审计）

截至2025年9月30日的三个月及九个月

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	普通股		额外				总计
	A 类		B 类			实收	累计		股东
	股份		金额			股份	金额		资本			赤字			赤字
余额—2024年12月31日		—		$	—		14,375,000		$	1,438			$	—		$	(42,440,564	)	$	(42,439,126	)
B 类普通股转换为 A 类普通股		14,210,000			1,421		(14,210,000	)		(1,421	)			—			—			—
可能赎回的 A 类普通股赎回价值增加		—			—		—			—				—			(682,944	)		(682,944	)
净亏损		—			—		—			—				—			(692,220	)		(692,220	)
余额—2025年3月31日（未经审计）		14,210,000		$	1,421		165,000		$	17			$	—		$	(43,815,728	)	$	(43,814,290	)
可能赎回的 A 类普通股赎回价值增加		—			—		—			—				—			(390,877	)		(390,877	)
净收入		—			—		—			—				—			2,876,338			2,876,338
余额—2025年6月30日（未经审计）		14,210,000		$	1,421		165,000		$	17			$	—		$	(41,330,267	)	$	(41,328,829	)
资本投入		—			—		—			—				932,538			—			932,538
可能赎回的 A 类普通股赎回价值增加		—			—		—			—				(71,011	)		—			(71,011	)
净收入		—			—		—			—				—			2,787,154			2,787,154
余额—2025年9月30日（未经审计）		14,210,000		$	1,421		165,000		$	17			$	861,527		$	(38,543,113	)	$	(37,680,148	)

截至2024年9月30日的三个月及九个月

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	普通股		额外				总计
	A 类		B 类			实收	累计	股东
	股份		金额			股份	金额	资本		赤字			赤字
余额—2023年12月31日		—		$	—		14,375,000	$	1,438		$	—		$	(39,703,002	)	$	(39,701,564	)
可能赎回的 A 类普通股赎回价值增加		—			—		—		—			—			(1,173,227	)		(1,173,227	)
净亏损		—			—		—		—			—			(946,627	)		(946,627	)
余额—2024年3月31日（未经审计）		—		$	—		14,375,000	$	1,438		$	—		$	(41,822,856	)	$	(41,821,418	)
可能赎回的 A 类普通股赎回价值增加		—			—		—		—			—			(1,184,208	)		(1,184,208	)
净亏损		—			—		—		—			—			(1,566,124	)		(1,566,124	)
余额—2024年6月30日（未经审计）		—		$	—		14,375,000	$	1,438		$	—		$	(44,573,188	)	$	(44,571,750	)
可能赎回的 A 类普通股赎回价值增加		—			—		—		—			—			(1,204,354	)		(1,204,354	)
净收入		—			—		—		—			—			2,763,417			2,763,417
余额—2024年9月30日（未经审计）		—		$	—		14,375,000	$	1,438		$	—		$	(43,014,125	)	$	(43,012,687	)

随附附注是这些未经审计简明财务报表不可分割的一部分。

SLAM CORP.

简明现金流量表

（未经审计）

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	截至9月30日的九个月
	2025			2024
经营活动现金流量：
净收入	$	4,971,272			$	250,666
将净收入调节为经营活动所用净现金：
衍生权证负债公允价值变动		(2,982,160	)			(1,028,330	)
后备协议公允价值变动		39,110				34,486
终止后备协议收益		(233,350	)			—
终止负债收益		(1,045,747	)			—
出售支付权收益		(2,925,000	)			—
签订后备协议		—				283,739
信托账户所持现金收入		(444,831	)			(2,841,789	)
由关联方支付的一般及行政费用		709,338				—
经营资产和负债的变动：
预付费用		252,437				242,762
应付账款		202,038				181,423
应计费用		(2,212,107	)			1,583,886
经营活动所用现金净额		(3,669,000	)			(1,293,157	)

投资活动产生的现金流：
存入信托账户的现金		(600,000	)			(720,000	)
从信托账户提取用于赎回的现金		22,485,938				—
出售付款权所得款项		2,925,000				—
投资活动提供（使用）的现金净额		24,810,938				(720,000	)

融资活动产生的现金流：
关联方本票所得款项		1,323,236				1,533,000
偿还关联方垫款		(536,146	)			—
关联方垫款		565,000				438,566
赎回普通股		(22,485,938	)			—
融资活动（使用）提供的现金净额		(21,133,848	)			1,971,566

现金净变动		8,090				(41,591	)
期初现金		518				75,550
期末现金	$	8,608			$	33,959

非现金融资活动补充披露
关联方支付的供应商款项	$	250,000			$	—
与信托账户应收款相关的可能赎回的A类普通股赎回价值增加	$	135,122			$	—
关联方通过承担法律费用及免除垫款作出的资本投入	$	932,538			$	—

随附附注是这些未经审计简明财务报表不可分割的一部分。

SLAM CORP.

未经审计简明财务报表附注

附注1—组织及业务运作说明

Slam Corp.（“本公司”）是一家于2020年12月18日在开曼群岛注册成立的豁免公司。本公司成立的目的是与一家或多家企业进行合并、股份交换、资产收购、股份购买、重组或类似业务合并（“初始业务合并”）。

截至2025年9月30日，本公司尚未开始运营。自2020年12月18日（成立日）至2025年9月30日期间的所有活动均与本公司的组建及下文所述首次公开募股（“首次公开募股”）有关；首次公开募股后，活动则与寻找初始业务合并有关。本公司最早要到完成初始业务合并后才会产生任何营业收入。本公司以首次公开募股所得款项产生的利息收入形式获得非营业收入。

本公司的发起人为 Slam Sponsor, LLC，一家开曼群岛有限责任公司（“发起人”）。本公司首次公开募股的注册声明于2021年2月22日宣布生效。2021年2月25日，本公司完成首次公开募股，发行57,500,000个单位（“单位”；就所发行单位中包含的A类普通股而言，称为“公众股份”），其中包括为满足超额配售而额外发行的7,500,000个单位（“超额配售单位”），每单位价格为$10.00，募集总额为$575.0 million，并产生约$32.5 million发行成本，其中约$20.1 million为递延承销佣金（见附注5）。

在首次公开募股结束的同时，本公司与发起人完成私募（“私募”），以每份$1.50的价格发行11,333,333份认股权证（每份称为“私募认股权证”，统称“私募认股权证”），募集总额为$17.0 million（见附注4）。

首次公开募股和私募配售结束后，首次公开募股净收益中的 575.0 million 美元（每单位 10.00 美元）以及私募配售的部分收益存入信托账户（“信托账户”），由 Continental Stock Transfer & Trust Company 担任受托人；这些资金将投资于《1940 年投资公司法》（经修订，以下简称“投资公司法”）第 2(a)(16) 条所定义的、到期日不超过 185 天的美国“政府证券”，或投资于符合投资公司法项下 Rule 2a-7 某些条件且仅投资于美国政府直接国债的货币市场基金，具体由公司决定；资金将一直持有至以下较早发生者：(i) 完成初始业务合并；(ii) 按下文所述分配信托账户资金。2023 年 2 月 17 日，公司清算了信托账户持有的美国政府国债或货币市场基金。信托账户中的资金将以现金形式存放在银行的计息活期存款账户中，直至初始业务合并完成或清算（以较早者为准）。该存款账户目前的年利率约为 3.5 - 4.0%，但利率浮动，公司无法保证利率不会大幅下降或上升。

SLAM CORP.

未经审计的简明财务报表附注

公司的管理团队（“管理层”）对首次公开募股净收益及出售私募认股权证所得款项的具体用途拥有广泛酌情权，但拟将几乎全部净收益一般用于完成初始业务合并。公司的初始业务合并必须涉及一家或多家经营性企业或资产，其公允市场价值至少相当于公司就初始业务合并签署最终协议时信托账户所持净资产的 80%（不包括递延承销佣金以及信托账户收入应缴税款）。但是，只有在业务合并后的公司拥有或收购目标企业 50% 或以上的已发行有表决权证券，或以其他方式取得目标企业的控股权益，且该权益足以使其无需根据《投资公司法》注册为投资公司时，公司才会完成初始业务合并。

公司将为公众股份持有人（“公众股东”）提供机会，在完成初始业务合并时赎回其全部或部分公众股份，方式为：(i) 召开股东大会以批准初始业务合并，或 (ii) 通过要约收购而不进行股东投票。公司将决定是寻求股东批准初始业务合并，还是进行要约收购。公众股东有权按比例赎回其公众股份，获得当时信托账户中金额的相应份额（最初预计为每股 $10.00，另加信托账户所持资金赚取且此前未向公司发放以支付纳税义务的任何按比例利息）。向赎回公众股份的公众股东分配的每股金额不会因公司将支付给承销商的递延承销佣金而减少（见附注 5）。根据财务会计准则委员会（“FASB”）《会计准则汇编》（“ASC”）第 480 主题“区分负债与权益”，这些公众股份将在首次公开募股完成后按赎回价值入账，并分类为临时权益。在这种情况下，如果投票股份中的多数投票赞成初始业务合并，公司将推进该初始业务合并。如果适用法律或证券交易所上市要求不要求进行股东投票，且公司因业务或其他原因决定不举行股东投票，公司将根据公司在首次公开募股完成时通过的经修订及重述的组织章程大纲及细则（“经修订及重述的组织章程大纲及细则”），按照美国证券交易委员会（“SEC”）的要约收购规则进行赎回，并在完成初始业务合并前向 SEC 提交要约收购文件。但是，如果适用法律或证券交易所上市要求要求对该交易进行股东批准，或者公司因业务或其他原因决定寻求股东批准，公司将根据代理征集规则而非要约收购规则，结合代理征集向股东提供股份赎回机会。此外，每位公众股东均可选择赎回其公众股份，无论其是否投票赞成或反对拟议交易，也无论其在为批准拟议交易而举行的股东大会记录日是否为公众股东。如果公司就初始业务合并寻求股东批准，首次公开募股前创始人股份的持有人（“初始股东”）同意投票支持初始业务合并，包括其创始人股份（定义见附注 4）以及其在首次公开募股期间或之后购买的任何公众股份。此外，初始股东同意，在完成初始业务合并时放弃其对创始人股份及公众股份的赎回权。此外，公司同意，未经保荐人事先同意，不就初始业务合并签订最终协议。

SLAM CORP.

未经审计的简明财务报表附注

尽管有上述规定，公司的经修订及重述组织章程大纲及细则规定，公众股东及其任何关联方，或该公众股东与之一致行动或组成“集团”（定义见经修订的《1934年证券交易法》（“《交易法》”）第13条）的任何其他人士，未经公司事先同意，不得赎回超过首次公开发行中售出的A类普通股总数15%或以上的股份。

公司的发起人、高管、董事及特别顾问同意，不提议修订公司的经修订及重述组织章程大纲及细则，以便：(A) 修改公司在初始业务合并时允许赎回公众股份的义务的实质内容或时间安排，或在公司未能于合并期限（定义如下）内完成初始业务合并时赎回100%的公众股份；或(B) 修改与股东权利有关的任何其他条款；但公司须向公众股东提供机会，使其可在任何此类修订时赎回其A类普通股。

如果公司未能在2026年12月25日（“合并期限”）前完成初始业务合并，公司将：(i) 除为清算目的外停止所有运营；(ii) 在此后合理可行的最短时间内、但不超过十个工作日，按每股现金价格赎回公众股份，该价格等于届时存入信托账户的总金额除以届时已发行在外的公众股份数量；此项赎回将彻底消灭公众股东作为股东的权利（包括获得进一步清算分配（如有）的权利）；及(iii) 在此类赎回后合理可行的最短时间内，在剩余股东及董事会批准的前提下进行清算并解散；就第(ii)和(iii)项而言，须遵守公司根据开曼群岛法律为债权人债权作出安排的义务，且所有情况下均须遵守适用法律的其他要求。

2023年2月21日，公司召开股东特别大会（“延期会议”），以：(i) 修订公司的经修订及重述组织章程大纲及细则（“章程修订”），将公司完成初始业务合并的截止日期从2023年2月25日延长至2023年5月25日（该提案称为“延期修订提案”）；及(ii) 删除一项限制，即如果赎回将导致公司净有形资产（根据《交易法》规则3a51-1(g)(1)确定）低于$5,000,001，则公司不得赎回公众股份（“赎回限制修订提案”）。公司股东在延期会议上批准了延期修订提案和赎回限制修订提案；2023年2月21日，公司向开曼群岛公司注册处提交了章程修订。

因此，2023年2月21日，公司向保荐人发行了一张无担保本票，本金总额最高为$10,447,000（“新票据”）。保荐人于2023年2月23日为初始本金$3,247,000提供了资金。新票据不计息，并于公司完成首次业务合并时到期。如果公司未能完成首次业务合并，新票据将仅以信托账户之外的剩余金额（如有）偿还。

在就延期修正提案进行表决时，公司面值为每股$0.0001的A类普通股中，有32,164,837股的持有人适当行使了以现金赎回其股份的权利，赎回价格约为每股$10.20，赎回总额约为$328,092,030。

在赎回公司已发行的公众股份并支付信托账户中所持部分资金时，每位持有人将按比例获得当时信托账户金额的全部份额，以及信托账户资金所赚取且此前未发放给公司用于缴纳公司税款的任何按比例利息（扣除应付税款）。

SLAM CORP.

未经审计简明财务报表附注

2023年12月18日，公司与特拉华州公司Lynk Global, Inc.（“Lynk”）联合发布新闻稿，宣布就潜在业务合并签署了一份不具约束力的意向书（“LOI”）。根据LOI条款，公司与Lynk将合并为一家实体，Lynk现有股权持有人将其100%的股权转入合并后的上市公司。

2023年12月22日，公司召开股东特别大会（“股东大会”），以修订公司经修订及重述的组织章程大纲及细则，将公司必须完成首次业务合并的日期（“终止日期”）（“章程延期”）从2023年12月25日（“经修订终止日期”）延至2024年1月25日（“章程延期日期”）；并允许公司无需再次进行股东表决，即可在章程延期日期之后按月选择将终止日期延长最多十一次，每次额外延长一个月，直至2024年12月25日（即经修订终止日期之后最多共十二个月），但须由Slam Sponsor, LLC提出请求、经公司董事会决议通过，并在适用终止日期前至少五天发出通知；若首次业务合并在该日期之前完成，则不在此限（“延期修正提案”）。公司股东在股东大会上批准了延期修正提案；2023年12月27日，公司向开曼群岛公司注册处提交了经修订及重述的组织章程大纲及细则第二次修正案（“章程修正案”），该修正案自2023年12月22日起生效。

关于批准延期修正提案的投票，16,257,204 股公众股份的持有人适当行使了股份赎回权，以每股约 $10.85 的赎回价格赎回股份，赎回总金额为 $176,359,122。截至 2023 年 12 月 31 日，公众股份流通在外数量为 9,077,959 股。

2024 年 1 月 22 日、2 月 21 日、3 月 20 日、4 月 22 日、5 月 20 日、6 月 25 日、7 月 25 日、8 月 22 日和 9 月 19 日，董事会批准根据新票据提取总计 $720,000（“延期资金”），公司将该延期资金存入信托账户，供公众股东受益。这些存款使公司能够将完成首次业务合并的截止日期分别从 2024 年 1 月 25 日延至 2 月 25 日、从 2 月 25 日延至 3 月 25 日、从 3 月 25 日延至 4 月 25 日、从 4 月 25 日延至 5 月 25 日、从 5 月 25 日延至 6 月 25 日、从 6 月 25 日延至 7 月 25 日、从 7 月 25 日延至 8 月 25 日、从 8 月 25 日延至 9 月 25 日，以及从 9 月 25 日延至 10 月 25 日。

2024 年 8 月 23 日，公司与保荐人修订了新票据，将本金总额从 $10,447,000 增至 $10,947,000。经修订票据的所有其他重要条款仍完全有效。截至 2025 年 9 月 30 日和 2024 年 12 月 31 日，新票据项下未偿还金额为 $10,947,000。

2024 年 10 月 28 日，信托账户的受托人 Continental Stock Transfer & Trust Company（“Continental”）误将 $172,500 存入信托账户。该笔错误存款及其所产生的利息合计约 $174,540，随后于 2025 年 3 月 4 日偿还给 Continental。关于第三次延期会议（定义见下文），Continental 向适当赎回股份的公司股东支付的金额，比未发生该错误存款时应付金额多出 $135,122。因此，Continental 于 2025 年 4 月 14 日将 $135,122 返还至公司的信托账户。

2024 年 12 月 18 日，我们召开了股东特别大会（“第三次延期会议”），部分议程是修订经修订及重述的组织章程大纲及细则，将完成业务合并的截止日期从 2024 年 12 月 25 日延至 2025 年 3 月 25 日，并允许公司无需再次进行股东投票，即可选择按月延长终止日期，最多三次，每次延长一个月，直至 2025 年 6 月 25 日（“按月延期”）。

关于该项投票，7,077,959 股公司 A 类普通股的持有人适当行使了股份赎回权，赎回总金额为 $80,684,883。

SLAM CORP.

未经审计简明财务报表附注

关于将期限延长至 2025 年 6 月 25 日，保荐人于 2025 年 1 月 28 日、2 月 25 日和 3 月 25 日根据 2024 年 12 月票据向公司提供了每次 $100,000 的资金。

因此，2024 年 12 月 27 日，公司向 Sponsor 发行了一张无担保本票，本金总额最高为 $600,000（以下简称“2024 年 12 月本票”）。2024 年 12 月本票不计利息，并于公司完成首次业务合并时到期。如果公司未能完成业务合并，2024 年 12 月本票仅从信托账户以外的剩余款项（如有）中偿还。截至 2025 年 9 月 30 日和 2024 年 12 月 31 日，2024 年 12 月本票项下的未偿金额分别为 $600,000 和 $270,746。

2025 年 1 月 16 日，Sponsor 按一比一比例将总计 14,210,000 股 B 类普通股转换为 A 类普通股。Sponsor 已同意放弃就转换后取得的公众股份从公司信托账户收取资金的任何权利，并将确认，此类股份受原 B 类普通股适用的所有限制约束；这些限制载于一份日期为 2021 年 2 月 22 日、由公司与其初始股东、董事和高管签订的函件协议，以及一份日期为 2024 年 2 月 4 日、由公司、Lynk、公司董事和高管、Sponsor 及该协议其他各方签订的函件协议。

2025 年 5 月 15 日，公司向 Sponsor 发行了一张无担保本票，本金总额最高为 $1,500,000（以下简称“2025 年 5 月本票”）。2025 年 5 月本票不计利息，并于公司完成首次业务合并时到期。截至 2025 年 9 月 30 日和 2024 年 12 月 31 日，2025 年 5 月本票项下的未偿余额分别为 $993,982 和 $0。

2025年6月6日，公司提交了最终委托书（“委托书”），宣布将召开公司特别股东大会（“2025年6月股东大会”），就拟议修订公司经修订及重述的组织章程大纲和细则进行表决：(a) 将公司必须完成业务合并（定义见委托书）的日期（“终止日期”）从2025年6月25日延长至2025年12月24日（“章程延期日期”）；并允许公司无需再次获得股东表决，即可在章程延期日期之后按月将终止日期延长最多五次，每次延长一个月，直至2025年12月25日或章程延期日期之后最多五个月（以较早者为准），除非在此之前已完成业务合并。每次延长须由公司董事会决议批准、应发起人要求提出，并在适用终止日期前至少五天发出通知（“延期修订提案”）；以及(b) 如有必要，将2025年6月股东大会延期至较晚日期：(i) 根据2025年6月股东大会召开时的计票结果，如出席（亲自或委托代理人）并代表的公司股本中面值为每股0.0001美元的A类普通股（“A类普通股”）及面值为每股0.0001美元的B类普通股（“B类普通股”，与A类普通股合称“普通股”）数量不足以构成召开2025年6月股东大会所需的法定人数，或不足以批准延期修订提案，则可进一步征集委托书并进行表决；或(ii) 董事会认定有其他必要情形时。

SLAM CORP.

未经审计简明财务报表附注

公司股东在股东大会上批准了延期修订提案。2025年6月18日，公司向开曼群岛公司注册处提交了对组织章程细则的修订（“章程修订”），该修订于2025年6月18日生效。

在批准延期修订提案的表决中，1,885,947股公众股份的持有人适当行使了赎回权，赎回总金额为22,485,938美元。截至2025年9月30日和2024年12月31日，流通在外的公众股份分别为114,053股和2,000,000股。

2025年12月24日，公司召开股东大会，修订公司经修订及重述的组织章程大纲及细则，将公司完成业务合并的期限（“章程延期”）从2025年12月25日延长至2026年12月25日（“2026年章程延期日”），并允许公司无需再次进行股东投票，即可在2026年章程延期日之后，由公司董事会应发起人要求并在适用终止日期前至少五天发出通知，通过决议选择按月延长完成业务合并的终止日期，最多延长五次，每次额外延长一个月，直至2027年5月25日，即在2026年章程延期日后最多延长五个月；但如果业务合并在该日期之前完成，则不在此限（“2026年延期修正案提案”）。

公司股东在股东大会上批准了2026年延期修正案提案。2025年12月24日，公司向开曼群岛公司注册处提交了章程修正案（“2025年12月章程修正案”），该修正案于2025年12月24日生效。

在批准2026年延期修正案提案的投票中，39,729股公众股份的持有人适当行使了赎回股份的权利，赎回总额为$481,692。

初始股东同意，如果公司未能在业务合并期限内完成初始业务合并，则放弃其对创始人股份的清算权。但是，如果初始股东在首次公开募股中或之后取得公众股份，则在公司未能于业务合并期限内完成初始业务合并时，其有权就该等公众股份从信托账户获得清算分配。承销商同意，如果公司未能在业务合并期限内完成初始业务合并，则放弃其在信托账户中持有的递延承销佣金权利（见附注5）；在此情况下，该等金额将计入信托账户持有的资金，可用于赎回公司的公众股份。发生此类分配时，信托账户中剩余可供分配资产的每股价值可能低于最初存入信托账户的每股10.00美元。为保护信托账户中持有的金额，保荐人同意，若第三方就向公司提供的服务或出售给公司的产品，或就与公司已签署书面意向书、保密协议或其他类似协议或业务合并协议的潜在目标企业提出的索赔，导致信托账户资金低于以下两者中的较低者，则保荐人将对此向公司承担责任：(i) 每股公众股份10.00美元；以及 (ii) 信托账户清算日信托账户中每股公众股份的实际金额（若因信托资产价值下降而低于每股10.00美元，则扣除应缴税款）。但第三方或潜在目标企业已签署放弃对信托账户中所持资金的一切权利的豁免（无论该豁免是否可执行）的任何索赔，不适用该责任；公司就首次公开募股承销商的某些责任（包括经修订的《1933年证券法》（“《证券法》”）项下的责任）向其作出的赔偿所涉及的索赔，也不适用该责任。如果已签署的豁免被认定为对第三方不可执行，则保荐人不承担该等第三方索赔所产生的任何责任。公司将努力要求供应商、服务提供商（公司的独立注册会计师事务所除外）、潜在目标企业或与公司有业务往来的其他实体与公司签署协议，放弃对信托账户所持资金的任何权利、所有权、权益或任何种类的索赔，以降低保荐人因债权人索赔而须赔偿信托账户的可能性。无法保证公司能够从目标供应商和服务提供商处成功取得此类豁免。

SLAM CORP.

未经审计的简明财务报表附注

风险与不确定性

2022年2月，俄罗斯联邦和白俄罗斯对乌克兰展开军事行动。由于这一行动，包括美国在内的多个国家对俄罗斯联邦和白俄罗斯实施了经济制裁。2023年10月，以色列和哈马斯在加沙地带及周边地区爆发武装冲突。截至这些财务报表日期，这些持续冲突及相关制裁对世界经济的影响尚无法确定，对公司财务状况、经营业绩和/或寻找目标公司的具体影响也尚无法确定。

流动性和持续经营考量

截至2025年9月30日，公司运营银行账户中有8,608美元，营运资金缺口约为0.6百万美元。

截至2025年9月30日，公司的流动性需求通过以下方式得到满足：发起人出资25,000美元购买创始人股份（定义见附注4）、发起人根据票据（定义见附注4）提供约196,000美元贷款，以及完成非公开配售所得且未存入信托账户的款项。公司于2021年2月25日全额偿还了该票据。此外，为支付与初始业务合并相关的交易成本，发起人或其关联方，或公司的某些高管和董事可以但无义务向公司提供营运资金贷款（定义见附注4）。截至2025年9月30日和2024年12月31日，营运资金贷款项下未偿还金额为1,474,000美元。

2023年2月21日，公司向发起人发行了新票据。发起人于2023年2月23日提供了3,247,000美元的初始本金。发起人于2023年5月23日、2023年6月22日、2023年7月21日、2023年8月22日、2023年9月21日、2023年10月21日和2023年11月21日另行提供了800,000美元。此外，发起人另行提供了335,000美元用于营运资金。新票据不计息，并于公司初始业务合并完成时到期。2024年8月23日，公司与发起人修订了新票据，将本金总额从10,447,000美元增加至10,947,000美元。经修订票据的所有其他重大条款仍完全有效。截至2025年9月30日和2024年12月31日，新票据项下未偿还金额为10,947,000美元。

SLAM CORP.

未经审计简明财务报表附注

2023年5月26日，公司发行了一张本金为700,000美元的无担保本票（“2023年5月票据”）。2023年5月票据不计息，并须在公司初始业务合并完成时全额偿还。截至2025年9月30日和2024年12月31日，2023年5月票据项下未偿还金额为700,000美元。

2023年8月18日，公司发行了一张本金为800,000美元的无担保本票（“2023年8月票据”）。2023年8月票据不计息，并须在公司初始业务合并完成时全额偿还。截至2025年9月30日和2024年12月31日，2023年8月票据项下未偿还金额为800,000美元。

2024年12月27日，公司向发起人发行了一张无担保本票，本金总额最高为$600,000（“2024年12月本票”）。该本票不计息，并于公司完成首次业务合并时到期。如果公司未能完成业务合并，该本票仅以信托账户以外剩余的款项（如有）偿还。截至2025年9月30日和2024年12月31日，2024年12月本票项下未偿还金额分别为$600,000和$270,746。

2025年5月15日，公司向发起人发行了一张无担保本票，本金总额最高为$1,500,000（“2025年5月本票”）。该本票不计息，并于公司完成首次业务合并时到期。截至2025年9月30日和2024年12月31日，2025年5月本票项下未偿还余额分别为$993,982和$0。

截至2025年9月30日和2024年12月31日，Antara Capital Master Fund LP（“Antara”）分别代表公司垫付了$1,315,426和$1,259,772，主要用于支付法律费用和董事及高级职员（D&O）保险费；这些款项记入随附资产负债表中的关联方垫款。

根据《会计准则汇编》（“ASC”）205-40“财务报表列报——持续经营”对持续经营相关事项的评估，管理层认定，流动性状况、强制清算日期及后续解散使公司持续经营能力存在重大疑虑。如果公司被要求在2026年12月25日之后清算，资产或负债的账面金额均未作调整。如果公司无法持续经营，财务报表未包含可能需要作出的任何调整。管理层计划在强制清算日期之前完成首次业务合并。

SLAM CORP.

未经审计的简明财务报表附注

附注2——列报基础及重要会计政策摘要

列报基础

随附未经审计的简明财务报表以美元列报，符合美国公认会计原则（“GAAP”）关于中期财务信息的规定、10-Q表格说明及S-X条例第8条，并遵循美国证券交易委员会（SEC）的规则和规定。因此，这些报表未包含GAAP要求的所有信息和脚注。管理层认为，未经审计的简明财务报表反映了为公允列报所列期间的余额和业绩而作出的所有调整，这些调整仅包括正常的经常性调整。截至2025年9月30日止三个月和九个月的经营业绩不一定代表截至2025年12月31日或任何未来期间的预期业绩。

随附的未经审计简明财务报表应与公司截至2024年12月31日止年度的Form 10-K年度报告一并阅读。该报告于2025年4月15日向SEC提交，其中包含经审计的财务报表及其附注。截至2024年12月31日的财务信息摘自公司截至2024年12月31日止年度的Form 10-K年度报告中列示的经审计财务报表，该报告于2025年4月15日向SEC提交。

新兴成长型公司

公司是《证券法》第2(a)节所定义的“新兴成长型公司”（经2012年《促进创业企业融资法》（“JOBS法案”）修订），可享受适用于其他非新兴成长型上市公司的若干报告要求豁免，包括但不限于，无需遵守《萨班斯-奥克斯利法案》第404节关于独立注册会计师事务所鉴证的要求、在定期报告和委托书中减少高管薪酬披露义务，以及豁免举行关于高管薪酬的非约束性咨询投票和就此前未经批准的任何金色降落伞付款取得股东批准的要求。

此外，JOBS法案第102(b)(1)节规定，新兴成长型公司无需遵守新的或修订后的财务会计准则，直至私人公司（即尚未有《证券法》注册声明获准生效，或没有根据《证券交易法》注册的证券类别）必须遵守该等新准则或修订后的财务会计准则。JOBS法案规定，新兴成长型公司可以选择退出延长的过渡期，并遵守适用于非新兴成长型公司的要求，但该选择不可撤销。公司已选择不退出该延长的过渡期，这意味着，当某项准则发布或修订后，对上市公司和私人公司的适用日期不同，公司作为新兴成长型公司，可以在私人公司采用该新准则或修订后的准则时采用该准则。由于所采用的会计准则可能存在差异，这可能使公司财务报表与既非新兴成长型公司、也非选择退出延长过渡期的新兴成长型公司的财务报表难以或无法比较。

SLAM CORP.

未经审计简明财务报表附注

估计的使用

按照 GAAP 编制简明财务报表，要求管理层作出估计和假设，这些估计和假设会影响财务报表日资产和负债的报告金额，以及或有资产和或有负债的披露。实际结果可能与这些估计不同，也可能导致报告期内收入和费用的报告金额不同。作出估计需要管理层运用重大判断。管理层在制定估计时考虑了财务报表日存在的某种状况、情形或一系列情况，其影响估计可能在近期因一个或多个未来确认事件而发生变化，这种情况至少是合理可能的。因此，实际结果可能与这些估计存在重大差异。

信用风险集中

可能使公司面临信用风险集中的金融工具包括存放在金融机构的现金账户，该账户余额有时可能超过联邦存款保险公司（FDIC）250,000 美元的承保限额。任何损失或无法动用这些资金的情况，都可能对公司的财务状况、经营业绩和现金流产生重大不利影响。

现金及现金等价物

公司将购买时原始期限为三个月或更短的所有短期投资视为现金等价物。截至2025年9月30日和2024年12月31日，公司均没有现金等价物。

SLAM CORP.

未经审计简明财务报表附注

信托账户持有的现金

2023年2月17日，公司清算了信托账户中持有的美国政府国债和货币市场基金。信托账户中的资金将以现金形式存放在银行的计息活期存款账户中，直至公司首次业务合并完成或公司清算（以较早者为准）。2023年2月17日之前，公司在信托账户中持有的投资组合由符合《投资公司法》第2(a)(16)条定义、期限为185天或更短的美国政府证券，或投资于美国政府证券且通常具有可轻易确定公允价值的货币市场基金，或两者组合构成。当公司在信托账户中持有的投资由美国政府证券构成时，这些投资被归类为交易性证券；当其持有的投资由货币市场基金构成时，则按公允价值确认。交易性证券和货币市场基金投资在每个报告期末均按公允价值列示于资产负债表。此类证券公允价值变动产生的收益和损失计入随附经营报表中的信托账户现金收入。信托账户所持投资的估计公允价值根据可获得的市场信息确定。

应付 Continental 款项

2024年10月28日，Continental 误将 172,500 美元存入信托账户。这笔错误存款加上所赚取的利息，共计约 174,540 美元，随后于 2025年3月4日偿还给 Continental Stock Transfer & Trust Company。

信托账户应收款

2024年10月28日，Continental 误存入了总计约 174,540 美元。由于这一错误，在第三次延期会议召开时，信托账户中的资金比原本应有的多出 174,540 美元。在第三次延期会议期间，Continental 向 Slam 的股东支付的款项中，向正确赎回股份的股东多支付了 135,122 美元。因此，Continental 于 2025年4月14日向本公司的信托账户退还了 135,122 美元。

金融工具的公允价值

本公司的资产和负债符合 FASB ASC 820《公允价值计量与披露》中金融工具的定义，其公允价值与资产负债表所列账面金额接近，但衍生认股权证负债除外（见附注9）。

SLAM CORP.

未经审计的简明财务报表附注

公允价值计量

公允价值是指在计量日，市场参与者之间有序交易中出售资产可收取的价格或转移负债需支付的价格。GAAP 建立了三级公允价值层级，按优先顺序排列计量公允价值所用的输入值。该层级优先级最高的是活跃市场中相同资产或负债未经调整的报价（第1级计量），优先级最低的是不可观察输入值（第3级计量）。这三个层级包括：

	●	第1级，指活跃市场中相同工具的报价（未经调整）等可观察输入值；

	●	第2级，指活跃市场中的报价以外的输入值，这些输入值可直接或间接观察，例如活跃市场中类似工具的报价，或非活跃市场中相同或类似工具的报价；以及

	●	第3级，指市场数据很少或不存在的不可观察输入值，因此需要主体自行制定假设，例如通过估值技术得出的估值，其中一个或多个重大输入值或重大价值驱动因素不可观察。

在某些情况下，用于计量公允价值的输入值可能属于公允价值层级中的不同级别。在这种情况下，公允价值计量整体上归入公允价值层级中对该计量具有重要意义的最低级别输入值所属的级别。

衍生认股权证负债

公司不使用衍生工具来对冲现金流、市场或外币风险敞口。公司会根据 FASB ASC Topic 480 和 FASB ASC Topic 815《衍生工具与套期保值》，评估其所有金融工具（包括已发行的股票购买权证），以确定这些工具是否属于衍生工具，或是否包含符合嵌入式衍生工具条件的特征。每个报告期末，公司都会重新评估衍生工具的分类，包括这些工具应记录为负债还是权益。

SLAM CORP.

未经审计的简明财务报表附注

根据 FASB ASC Topic 815，公开认股权证和私募配售认股权证被确认为衍生负债。因此，公司按公允价值将认股权证工具确认为负债，并在每个报告期将其调整至公允价值。直至行权前，这些负债均须在每个资产负债表日重新计量，公允价值的任何变动均在公司的经营报表中确认。随着更多最新信息的获取，认股权证负债的公允价值估计可能发生变化，因此实际结果可能存在重大差异。发行时，公开认股权证的估计公允价值采用 Black-Scholes 期权定价模型计量，之后则根据此类认股权证的可观察上市价格进行估值。由于将私募配售认股权证转让给任何非许可受让人会导致其条款与公开认股权证基本相同，公司认定每份私募配售认股权证的公允价值等同于每份公开认股权证的公允价值。截至 2025 年 9 月 30 日和 2024 年 12 月 31 日，认股权证的公允价值基于此类认股权证的可观察上市价格。

后备协议

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 $25,000,000, and Antara will not be obligated to make the backstop commitment if the Minimum Cash Condition is satisfied. The backstop agreement was terminated as of June 30, 2025 (see Note 5).

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.

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 September 30, 2025 and December 31, 2024, 114,053 and 2,000,000 Class A ordinary shares subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

At the June 2025 Shareholder Meeting, shareholders redeemed 1,885,947 Class A ordinary shares of the Company for an aggregate redemption amount of $22,485,938. The redeeming shareholders had not been paid as of June 30, 2025, and the Company reported that amount as due to redeeming shareholders. The redemption amount was paid in full from the Trust Account on July 29, 2025 and, accordingly, no amount was due to redeeming shareholders as of September 30, 2025.

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 no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 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 no 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 Income 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 income 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 income 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 25,708,333 Class A ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the three and nine months ended September 30, 2025 and 2024. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

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 income per share for each class of ordinary shares:

	For the Three Months Ended September 30,
	2025		2024
	Class A Redeemable		Class A and Class B Non-Redeemable			Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income, basic and diluted	$	21,940		$	2,765,214		$	1,069,638	$	1,693,779
Denominator:
Basic and diluted weighted average ordinary shares outstanding		114,053			14,375,000			9,077,959		14,375,000
Basic and diluted net income per ordinary share	$	0.19		$	0.19		$	0.12	$	0.12

	For the Nine Months Ended September 30,
	2025		2024
	Class A Redeemable		Class A and Class B Non-Redeemable			Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income, basic and diluted	$	404,902		$	4,566,370		$	97,026	$	153,640
Denominator:
Basic and diluted weighted average ordinary shares outstanding		1,274,636			14,375,000			9,077,959		14,375,000
Basic and diluted net income per ordinary share	$	0.32		$	0.32		$	0.01	$	0.01

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 57,500,000 Units, including 7,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $575.0 million, and incurring offering costs of approximately $32.5 million, of which approximately $20.1 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one-fourth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8).

Note 4—Related Party Transactions

Founder Shares

On December 31, 2020, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 14,375,000 Class B ordinary shares (the “Founder Shares”). In January 2021, the Sponsor transferred an aggregate of 120,000 Founder Shares to the independent directors, 30,000 Founder Shares to an officer of the Company and 30,000 Founder Shares to the Company’s special advisor. The Sponsor agreed to forfeit up to an aggregate of 1,875,000 Founder Shares to the extent that the option to purchase additional Units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On February 25, 2021, the underwriters fully exercised their over-allotment option; thus, these 1,875,000 Founder Shares were no longer subject to forfeiture.

SLAM CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

On January 16, 2025, the Sponsor converted an aggregate of 14,210,000 Class B ordinary shares into Class A ordinary shares on a one-for-one basis. The Sponsor has agreed to waive any right to receive funds from the Company’s Trust Account with respect to the Public Shares received upon such conversion and acknowledged that such shares will be subject to all of the restrictions applicable to the original Class B Ordinary Shares under the terms of that certain letter agreement, dated as of February 22, 2021, by and among the Company and its initial shareholders, directors and officers, and that certain letter agreement, dated as of February 4, 2024, by and among, the Company, Lynk, the Company’s directors and officers, the Sponsor and other parties thereto.

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 $12.00 per share (as adjusted for share subdivisions, capitalization of shares, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination, and (B) the date following the completion of the initial business combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

On February 2, 2023, the Sponsor repurchased 21,000 Founder Shares, at a price of $0.002, which were previously sold to Barbara Byrne pursuant to Section 1 of that certain Securities Assignment Agreement dated January 31, 2021, among the Sponsor and Barbara Byrne, which provided the Sponsor with an option to repurchase Founder Shares upon Barbara Byrne’s resignation from the Board prior to vesting, at the original purchase price (approximately $0.002 per share) paid by Barbara Byrne. The Sponsor subsequently sold 10,000 Founder Shares, at a price of $1.00 per share, or $10,000, to Alex Zyngier in connection with Mr. Zyngier’s appointment to the Board.

On April 25, 2023, the Sponsor repurchased 5,000 Founder Shares, at a price of $1.00, which were previously sold to Ann Berry pursuant to Section 1 of that certain Securities Assignment Agreement dated March 11, 2022, among the Sponsor and Ann Berry, which provided the Sponsor with an option to repurchase Founder Shares upon Ann Berry’s resignation from the Board prior to vesting, at the original purchase price (approximately $1.00 per share) paid by Ann Berry. The Sponsor subsequently sold 10,000 Founder Shares, at a price of $1.00 per share, or $10,000, to Lisa Harrington in connection with Mrs. Harrington’s appointment to the Board.

On October 13, 2023, the Sponsor sold 5,000 Founder Shares, at a price of $1.00, or $5,000, to Ryan Bright pursuant to Section 1 of that certain Securities Assignment Agreement dated October 13, 2023, among the Sponsor and Ryan Bright in connection with Mr. Bright’s appointment as Chief Financial Officer.

On December 14, 2023, the Sponsor sold 5,000 Founder Shares, at a price of $1.00, or $5,000, to Julian Nemirovsky pursuant to Section 1 of that certain Securities Assignment Agreement dated December 14, 2023, among the Sponsor and Julian Nemirovsky in connection with Mr. Nemirovsky’s appointment to the Board.

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 September 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 11,333,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $17.0 million.

Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete an initial business combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable except as described below in Note 8 and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

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 30 days after the completion of the initial business combination.

Promissory Notes – Related Party

On December 31, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. The Company borrowed approximately $196,000 under the Note and repaid the Note in full on February 25, 2021. Subsequent to the repayment, the facility was no longer available to the Company.

On February 21, 2023, the Company issued the New Note in the total principal amount of up to $10,447,000 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 into the Trust Account. The extension on November 21, 2023 was the seventh of nine one-month extensions permitted under the Company’s Amended and Restated Memorandum and Articles of Association. 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. In the event that the Company does not consummate an initial business combination, the New Note will be repaid only from amounts remaining outside of the Trust Account, if any. The New Note was issued in connection with advances the payee has made, and may make in the future, to the Company for expenses incurred by the Company and reasonably related to working capital purposes. The New Note bears no interest and is due and payable upon the consummation of the Company’s initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses. In the event that the Company does not consummate an initial business combination, the New Note will be repaid only from amounts, if any, remaining outside of the Trust Account established in connection with the initial public offering of the Company’s securities.

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 September 30, 2025 and December 31, 2024, there were amounts of $10,947,000 outstanding under the New Note.

On May 26, 2023, the Company issued the May 2023 Note in the principal amount of $700,000. The May 2023 Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination. If the Company does not complete an initial business combination, the May 2023 Note shall not be repaid and all amounts owed under it will be forgiven. The May 2023 Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the May 2023 Note and all other sums payable with regard to the May 2023 Note becoming immediately due and payable. As of September 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 September 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 September 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 and ratified drawdowns in the total amount of $501,646 in connection with the Sponsor Advances. The May 2025 Note does not bear interest and matures upon closing of the Company’s initial business combination. As of September 30, 2025 and December 31, 2024, there was $993,982 and $0 outstanding balance under the May 2025 Note, respectively.

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 $1.5 million of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

On November 30, 2021, April 6, 2022, May 31, 2022, August 31, 2022, and December 28, 2022, the Sponsor agreed to loan the Company $400,000, $150,000, $120,000, $150,000 and $654,000, respectively, in Working Capital Loans. As of September 30, 2025 and December 31, 2024, the Company had borrowed $1,474,000 under the Working Capital Loans.

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 $10,000 per month for office space, utilities, secretarial, administrative and shared personnel support services provided to members of Management, pursuant to an administrative support agreement. For the three and nine months ended September 30, 2025 and 2024, the Company incurred expenses of $30,000 and $90,000 under this agreement. As of September 30, 2025 and December 31, 2024, the Company had a $360,000 and $270,000 balance outstanding for services in connection with such agreement recorded under accounts payable on the accompanying balance sheets, respectively.

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 September 30, 2025 and December 31, 2024, the Sponsor paid $12,500 on behalf of the Company to pay for operating costs which is recorded in accounts payable in the accompanying balance sheets.

Advances from Related Party

As of September 30, 2025 and December 31, 2024, Antara had funded $1,315,426 and $1,259,772, respectively, on behalf of the Company, primarily to cover legal fees and D&O insurance premiums, amounts of which are recorded in advances from related party in the accompanying balance sheets.

During the three and nine months ended September 30, 2025, Antara made capital contributions to the Company totaling $932,538, consisting of $709,338 of legal expenses paid directly on the Company’s behalf and $223,200 of previously outstanding advances that were forgiven and recorded as capital contribution. The capital contributions were recorded as an increase to additional paid-in capital in the accompanying unaudited condensed statements of changes in shareholders’ deficit.

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.

SLAM CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL 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.

Subsequent to September 30, 2025, on March 2, 2026, BTIG waived its deferred underwriting commission in exchange for 20,000 Class A ordinary shares issuable upon consummation of an initial business combination (see Note 11).

Terminated 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.

On July 18, 2025, (i) Lynk Global, Inc., Lynk Global Partners, Lynk Merger Sub 1, LLC and Lynk Merger Sub 2, LLC and (ii) the Company, the Sponsor, Antara, A-Rod Corp. and A-Rod Slam LLC, and certain members of the Company’s board of directors, mutually agreed to terminate the Business Combination Agreement as part of the settlement and dismissal of the litigation pending before the Court. 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 parties agreed to terminate the Business Combination Agreement and release the claims made, and Lynk agreed to make a deferred payment to the Company within two years that is significantly less than the Company’s current liabilities (the “Deferred Payment”).

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, (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.

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 $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.

Purchase Agreement

On July 22, 2025, the Company entered into a purchase agreement (the “Purchase Agreement”) with Corbin ERISA Opportunity Fund, Ltd. (the “Purchaser”), pursuant to which the Company sold all of its rights, title and interest in the entire Deferred Payment to the Purchaser for an aggregate purchase price of $2,925,000, payable in cash within one business day of the date of the Purchase Agreement. The Company received the purchase price and assigned the Deferred Payment to the Purchaser during the three months ended September 30, 2025, and retained no residual interest in the Deferred Payment. Because the Deferred Payment had not been recognized as an asset, the full amount of the proceeds is presented as gain on sale of payment rights in the accompanying unaudited condensed statements of operations. Under the Purchase Agreement, the Company agreed to use the purchase price to promptly satisfy the claims of its creditors, and each of the Company’s creditors is an express third-party beneficiary with the right to enforce the terms of the Purchase Agreement.

During the three and nine months ended September 30, 2025, the Company settled certain outstanding obligations with vendors for amounts less than the related recorded liabilities and recognized a gain from extinguishment of liabilities of $1,045,747, consisting of $145,948 of accounts payable and $899,799 of accrued expenses.

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 a 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 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. On October 6, 2025, the Company’s Class A ordinary shares and Units were moved from the OTCQX Best Market to the Pink Limited market and, on October 16, 2025, to the OTC Expert Market, where they are currently quoted.

SLAM CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2025 and December 31, 2024, there were 114,053 and 2,000,000 Class A ordinary shares subject to possible redemption, respectively, which are classified outside of permanent equity in the balance sheets.

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	$	98,698,296
Redemption of Public Shares		(80,684,883	)
Deposit in connection with Extension Amendment Proposal		880,000
Increase in redemption value of Class A ordinary shares subject to possible redemption		3,686,223
Class A ordinary shares subject to possible redemption at December 31, 2024	$	22,579,636
Increase in connection with Trust Account receivable (see Note 2)		135,122
Deposit in connection with Extension Amendment Proposal		400,000
Increase in redemption value of Class A ordinary shares subject to possible redemption		282,944
Class A ordinary shares subject to possible redemption at March 31, 2025	$	23,397,702
Due to redeeming shareholders		(22,485,938	)
Deposit in connection with Extension Amendment Proposal		200,000
Increase in redemption value of Class A ordinary shares subject to possible redemption		190,877
Class A ordinary shares subject to possible redemption at June 30, 2025	$	1,302,641
Increase in redemption value of Class A ordinary shares subject to possible redemption		71,011
Class A ordinary shares subject to possible redemption at September 30, 2025	$	1,373,652

SLAM CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 7—Shareholders’ Deficit

Preference Shares—The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. As of September 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

Class A Ordinary Shares—The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2025 and December 31, 2024, there were 14,324,053 and 2,000,000 Class A ordinary shares issued and outstanding, respectively. Of the 14,324,053 Class A ordinary shares outstanding as of September 30, 2025, 114,053 were subject to possible redemption and classified as temporary equity. As of December 31, 2024, all Class A ordinary shares were subject to possible redemption and were therefore classified as temporary equity (see Note 6).

Class B Ordinary Shares—The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of September 30, 2025 and December 31, 2024, there were 165,000 and 14,375,000 shares of Class B ordinary shares issued and outstanding (see Note 4), respectively. Holders of Class B ordinary shares of record are entitled to one vote for each share held on all matters to be voted on by shareholders and holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law; provided that only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of the initial Business Combination.

Class B Ordinary Share Conversion

On January 16, 2025, the Sponsor converted 14,210,000 Class B ordinary shares into Class A ordinary shares on a one-for-one basis following the Third Extension Meeting. The Sponsor has agreed to waive any right to receive funds from the Company’s Trust Account with respect to the Class A ordinary shares received upon such conversion and will acknowledge that such shares will be subject to all of the restrictions applicable to the original Class B ordinary shares under the terms of that certain letter agreement, dated as of February 22, 2021, by and among the Company and its initial shareholders, directors and officers, and that certain letter agreement, dated as of February 4, 2024, by and among, the Company, Lynk Global, Inc. (“Lynk”), the Company’s directors and officers, the Sponsor and other parties thereto.

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, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any Private Placement Warrants issued upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

SLAM CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 8—Derivative Warrant Liabilities

As of September 30, 2025 and December 31, 2024, the Company had 14,375,000 Public Warrants and 11,333,333 Private Placement Warrants outstanding.

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) 30 days after the completion of an initial business combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial business combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of an initial business combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. See “- Redemption of warrants when the price per class A ordinary share equals or exceeds $18.00” and “- Redemption of warrants when the price per class A ordinary share equals or exceeds $10.00” as described below).

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.

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 $0.01 per warrant;

	●	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 $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

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 30-day redemption period.

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 $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares;

	●	if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

	●	if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

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 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

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.

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 September 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:

September 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	$	—		$	71,875		$	—
Derivative warrant liabilities—Private placement warrants	$	—		$	56,670		$	—

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	$	1,739,375		$	—		$	—
Derivative warrant liabilities—Private placement warrants	$	—		$	1,371,330		$	—
Backstop agreement liability	$	—		$	—		$	194,240

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 nine months ended September 30, 2025, the estimated fair value of the Public Warrants was transferred from a Level 1 fair value measurement to a Level 2 measurement 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 September 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 nine months ended September 30, 2025, the Company recognized a gain of approximately $0.5 million and $3.0 million presented as change in fair value of derivative warrant liabilities in the accompanying unaudited condensed statements of operations, respectively. For the three and nine months ended September 30, 2024, the Company recognized a gain of approximately $2.5 million and $1.0 million, respectively, presented as change in fair value of derivative warrant liabilities in the accompanying unaudited condensed statements of operations.

For the three and nine months ended September 30, 2025, the Company recognized $0 and a loss of approximately $39,000 presented as a change in fair value of backstop agreement in the accompanying unaudited condensed statements of operations, respectively. For the three and nine months ended September 30, 2024, the Company recognized a loss of approximately $2,000 and $34,000, respectively, presented as change in fair value of backstop agreement in the accompanying unaudited condensed statements of operations.

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 $233,350.

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 Company’s chief operating decision maker has been identified as the Chief Financial Officer (“CODM”), who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.

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. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

	September 30, 2025		December 31, 2024
Cash held in Trust Account	$	1,373,652		$	22,852,136
Cash	$	8,608		$	518

	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
	2025		2024			2025		2024
General and administrative costs	$	1,779,054		$	738,433		$	2,620,706	$	3,301,228
Interest earned on investments held in Trust Account	$	71,011		$	964,354		$	444,831	$	2,841,789

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.

SLAM CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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.

In connection with the vote to approve the Extension Amendment Proposal, the holders of 39,729 Public Shares properly exercised their right to redeem their shares for an aggregate redemption amount of $481,692.

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.

On March 2, 2026, BTIG, an underwriter in the Initial Public Offering, waived its deferred underwriting commission in exchange for 20,000 Class A ordinary shares issuable upon consummation of an initial business combination.

On October 1, 2026, the Company consolidated its outstanding Sponsor notes, including the Working Capital Loans, into a single $15,514,982 promissory note. The note bears simple interest at the prime rate, matures October 1, 2031, may be settled in Class A ordinary shares at the Company’s option, and will be forgiven, except to the extent of funds held outside the Trust Account, if the Company liquidates without completing an initial business combination. The Sponsor also terminated its right to convert Working Capital Loans into warrants.

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.

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;

●

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 September 30, 2025, we had approximately $8,608 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. 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 September 30, 2025, we had net income of approximately $2.8 million, which consisted of approximately $2.9 million in gain on sale of payment rights, approximately $1.0 million in gain from extinguishment of liabilities, approximately $524,000 in non-operating income resulting from the change in fair value of derivative warrant liabilities and approximately $71,000 of interest from cash held in Trust Account, offset by approximately $1.8 million in general and administrative expenses.

For the three months ended September 30, 2024, we had net income of approximately $2.8 million, which consisted of approximately $2.5 million in non-operating income resulting from the change in fair value of derivative warrant liabilities and approximately $964,000 of income from investments, offset by approximately $738,000 in general and administrative expenses and approximately $2,000 in non-operating loss resulting from the change in fair value of backstop agreement liability.

For the nine months ended September 30, 2025, we had net income of approximately $5.0 million, which consisted of approximately $3.0 million in non-operating income resulting from the change in fair value of derivative warrant liabilities, approximately $2.9 million in gain on sale of payment rights, approximately $1.0 million in gain from extinguishment of liabilities, approximately $233,000 in gain from extinguishment of backstop liability and approximately $445,000 of interest from cash held in Trust Account, offset by approximately $2.6 million in general and administrative expenses and approximately $39,000 in non-operating loss resulting from the change in fair value of backstop agreement liability.

For the nine months ended September 30, 2024, we had net income of approximately $251,000, which consisted of approximately $1.0 million in non-operating income resulting from the change in fair value of derivative warrant liabilities and approximately $2.8 million of income from investments, offset by approximately $3.3 million in general and administrative expenses, approximately $284,000 in issuance of Backstop Agreement and approximately $34,000 in non-operating loss resulting from the change in fair value of backstop agreement liability.

Liquidity and Going Concern Considerations

As of September 30, 2025, we had $8,608 in our operating bank account and a working capital deficit of approximately $0.6 million.

The Company’s liquidity needs through September 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 September 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.

As of September 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 September 30, 2025 and December 31, 2024, there was $700,000 outstanding under the May 2023 Note.

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 September 30, 2025 and December 31, 2024, there was $993,982 and $0 outstanding balance under the May 2025 Note, respectively.

As of September 30, 2025 and December 31, 2024, Antara Capital Master Fund LP (“Antara”) had funded $1,315,426 and $1,259,772, respectively, on behalf of the Company, primarily to cover legal fees and D&O insurance premiums, 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.

Off-balance Sheet Arrangements

As of September 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 September 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 September 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 have concluded that during the period covered by this report, our disclosure controls and procedures were not effective as of September 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 September 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.

PART II-OTHER INFORMATION

Item 1. Legal Proceedings

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. On July 18, 2025, the parties entered into a settlement agreement pursuant to which the parties agreed to terminate the Business Combination Agreement and release the claims made, and the litigation pending before the Court was dismissed.

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.

On July 22, 2025, the Company entered into a purchase agreement with Corbin ERISA Opportunity Fund, Ltd., pursuant to which the Company sold all of its rights in a deferred payment receivable for an aggregate purchase price of $2,925,000. The Company agreed to use the proceeds to satisfy the claims of its creditors. See Note 5 to the unaudited condensed financial statements.

Item 6. Exhibits.

Exhibit Number		Description
31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*	Filed herewith.
**	Furnished herewith.

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: October 28, 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)

","original","zhKind","translation","complete",false,"公司与财报","财报","aihot","/items/xx6x542catae205o9pf4nr06f","https://www.sec.gov/Archives/edgar/data/1838162/000121390026113303/0001213900-26-113303-index.htm","rss-sec-xbrl","name","SEC · EDGAR 财务披露","rss","firstParty","iconUrl","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar&exp=1793664000&sig=2a69d6ab08599a1a","iconSrcSet","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-48&exp=1793664000&sig=c72c622a1dc90100 48w, /api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-96&exp=1793664000&sig=c831626a2a361459 96w","changelogVersion","2026-10-01T08:00"]