SLAM Slam Corp. - 8-K

Item 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On
December 24, 2025, Slam Corp. (“ Slam ” or the “ Company ”) held the Shareholder Meeting to amend the
Company’s amended and restated memorandum and articles of association (the “ Articles ”) to extend the date (the
“ Termination Date ”) by which the Company has to consummate a business combination (the “ Articles Extension ”)
from December 25, 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.

The
foregoing description is qualified in its entirety by reference to the Articles Amendment, a copy of which is attached as Exhibit 3.1
hereto and is incorporated by reference herein.

Item 5.07 Submission of Matters
to a Vote of Security Holders.

On
December 24, 2025, the Company held the Shareholder Meeting to approve the Extension Amendment Proposal and a proposal to adjourn the
Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the
tabulated vote at the time of the Shareholder Meeting, there were insufficient Class A Ordinary Shares (the “ Public Share s”),
and Class B Ordinary Shares (together with the Public Shares, the “ Ordinary Shares ”), in the capital of the Company
represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve
the Extension Amendment Proposal or (ii) where the Board has determined it is otherwise necessary (the “ Adjournment Proposal ”),
each as more fully described in the definitive proxy statement filed by the Company on December 17, 2025.

As
there were sufficient votes to approve the Extension Amendment Proposal, the Adjournment Proposal was not presented to shareholders.

Holders
of 14,225,163 Ordinary Shares of the Company held of record as of December 2, 2025, the record date for the Shareholder Meeting, were
present in person or by proxy at the meeting, representing approximately 98.18% of the voting power of the Ordinary Shares as of the record
date for the Shareholder Meeting, and constituting a quorum for the transaction of business.

The
voting results for the Extension Amendment Proposal were as follows:

For

Against

Abstain

14,223,948

915

300

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 cash.

1

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

3.1

Third Amendment to the Amended and Restated Memorandum and Articles of Association.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

2