by Slam to the Lender. In addition, if the Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that Slam has not consummated a Business Combination
by May 25, 2023, without approval of Slams public shareholders, Slam may, by resolution of the Board, if requested by the Sponsor, and upon five days advance notice prior to the applicable Termination Date, extend the Termination
Date up to nine times, each by one additional month (for a total of up to nine additional months to complete a Business Combination), provided that the Lender will deposit $800,000 into the Trust Account for each such monthly extension, for an
aggregate deposit of up to $7,200,000 (if all nine additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by Slam to the Lender. If Slam
completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note or convert a portion or all of the amounts loaned under such promissory note into warrants, which warrants will be identical
to the Private Placement Warrants. If Slam does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or
otherwise forgiven.
If the Extension Amendment Proposal is Not Approved
If the Extension Amendment Proposal is not approved or the Articles Amendment is not implemented, and a Business Combination is not completed
on or before the Termination Date, Slam will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Slam (less taxes
payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to
receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Slams remaining shareholders and the Board, liquidate and dissolve, subject in each
case to Slams obligations under Cayman Islands law to provide for claims of creditors and to requirements of other applicable law. There will be no distribution from the Trust Account with respect to Slams warrants, which will expire
worthless in the event Slam dissolves and liquidates the Trust Account.
The Initial Shareholders have waived their rights to participate
in any liquidation distribution with respect to the 14,375,000 Class B Ordinary Shares held by them.
If the Extension Amendment Proposal is
Approved
If the Extension Amendment Proposal is approved, Slam shall procure that all filings required to be made with the Registrar
of Companies of the Cayman Islands in connection with the Extension Amendment Proposal to extend the time it has to complete a Business Combination until the Articles Extension Date are made. Slam will then continue to attempt to consummate a
Business Combination until the Articles Extension Date. Slam will remain a reporting company under the Exchange Act and its Class A Ordinary Shares will remain publicly traded during this time.
In addition, Slam will not proceed with the Articles Extension unless (i) the Redemption Limitation Amendment Proposal is approved or
(ii) Slam will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemptions.
Interests of the Sponsor and Slams Directors and Officers
When you consider the recommendation of the Board, Slam shareholders should be aware that aside from their interests as shareholders, the
Sponsor and certain members of the Board and officers of Slam have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered these interests, among other matters, in
recommending to Slam shareholders that they approve the
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