Filed by Lynk Global Holdings, Inc.
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities
Exchange Act of 1934
Subject Company: Lynk Global Holdings, Inc.
Slam Corp.
Commission File No. 001-40094
Explanatory Note: The following fact sheet is intended to be distributed
by Lynk Global, Inc. and other parties on or about May 2, 2024.
About Lynk Global, Inc.
Lynk is a patented, proven, and commercially-licensed
satellite-direct-to-standard-mobile-phone system. Today, Lynk allows commercial subscribers to send and receive text messages to and from
space via standard unmodified, mobile devices. Lynk’s service has been tested and proven on all seven continents, has regulatory
approvals in at least 30 countries and is currently being deployed commercially
based on more than 40 MNO commercial service contracts covering approximately 50 countries. Lynk is currently providing cell broadcast
(emergency) alerts, and two-way SMS messaging, and intends to launch voice and mobile broadband services in the
future. By partnering with Lynk, a mobile network operator opens the door to new revenue in untapped markets, gives subscribers peace
of mind with ubiquitous connectivity, and provides a potential pathway to economic prosperity for billions. For more information, visit
www.lynk.world.
About Slam Corp.
Slam (Nasdaq: SLAM) is a special purpose acquisition
company established by baseball legend, investor and Chairman and Chief Executive Officer of A-Rod Corp., Alex Rodriguez, and Founder,
Managing Partner and Chief Investment Officer of Antara Capital LP, Himanshu Gulati. Slam intends to pursue investment opportunities with
companies that have large and growing addressable markets, significant revenue growth, defensible business models and superior market
share.
Additional Information about the Transaction
and Where to Find It
This communication relates to the business combination
involving Lynk, Slam, 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”) (the “Business Combination”). In connection with the Business
Combination, Slam and Topco filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form
S-4 (the “Registration Statement”) on February 14, 2024, which includes a preliminary proxy statement/prospectus
of Slam and a preliminary prospectus of Topco relating to the shares of common stock of Topco, par value $0.00001 per share, to be issued
in connection with the Business Combination. This communication is not a substitute for the Registration Statement, the definitive proxy
statement/final prospectus or any other document that Slam or Topco have filed or will file with the SEC or send to its shareholders in
connection with the Business Combination. This communication does not contain
all the information that should be considered concerning the Business Combination and other matters and is not intended to form the basis
for any investment decision or any other decision in respect of such matters.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SLAM’S
SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT/ PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY AMENDMENTS
THERETO AND ANY OTHER DOCUMENTS FILED BY SLAM OR TOPCO WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION OR INCORPORATED BY REFERENCE
THEREIN IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE BUSINESS COMBINATION BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION.
Lynk.World |
Lynk@icrinc.com |
After the Registration Statement is declared effective,
the definitive proxy statement will be mailed to shareholders of Slam as of a record date to be established for voting on the Business
Combination. Additionally, Slam and Topco will file other relevant materials with the SEC in connection with the Business Combination.
Copies of the Registration Statement, the definitive proxy statement/final prospectus and all other relevant materials for the Business
Combination filed or that will be filed with the SEC may be obtained, when available, free of charge at the SEC’s website at http://www.sec.gov.
In addition, the documents filed by Slam or Topco may be obtained, when available, free of charge from Slam
at http://www.slamcorp.com. Slam’s shareholders may also obtain copies of the definitive proxy statement/ prospectus, when available,
without charge, by directing a request to Slam Corp., 55 Hudson Yards, 47th Floor, Suite C, New York, New York 10001.
No Offer or Solicitation
This communication is for information purposes only
and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or
invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote
or approval in any jurisdiction, pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable law. The Business Combination will be implemented solely pursuant
to the Business Combination Agreement, filed as an exhibit to the Current Report on Form 8-K filed by Slam with the SEC on February 5,
2024, which contains the full terms and conditions of the Business Combination. No offer of securities shall be made except by
means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Participants in the Solicitation of Proxies
This
communication may be deemed solicitation material in respect of the Business Combination. Slam, Lynk, Topco, Merger Sub 1, Merger
Sub 2 and certain of their respective directors and officers may be deemed participants in the solicitation of proxies from
Slam’s shareholders in connection with the Business Combination.
Slam’s shareholders and other interested persons may obtain, without charge, more detailed information regarding the names and
interests in the Business Combination of Slam’s directors and officers in Slam’s filings with the SEC, including
Slam’s initial public offering prospectus, which was filed with the SEC on February 24, 2021, Slam’s subsequent annual
reports on Form 10-K and quarterly reports on Form 10-Q. Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to Slam’s shareholders in connection with the Business Combination will be
included in the definitive proxy statement/prospectus relating to the Business Combination when it becomes available. You may obtain
free copies of these documents, when available, as described in the
preceding paragraphs.
Lynk.World |
Lynk@icrinc.com |
Cautionary Statement Regarding Forward Looking
Statements
Certain statements made in this
communication, and oral statements made from time to time by representatives of Slam, Topco and Lynk are “forward-looking
statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of
1995. Forward-looking statements may generally be identified by the use of words such as “estimate,”
“projects,” “expects,” “anticipates,” “forecasts,” “plans,”
“intends,” “believes,” “seeks,” “may,” “will,” “would,”
“should,” “future,” “propose,” “potential,” “target,”
“goal,” “objective,” “outlook” and variations of these words or similar expressions (or the
negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking
statements include, but are not limited to, statements regarding the benefits of technology, including who or how many people will
benefit from technology, the financial position, business strategy and the plans and objectives of management for future operations
including as they relate to the Business Combination and related transactions, including the anticipated financing, pricing
and market opportunity, the satisfaction of closing conditions to the Business Combination and related transactions, the level of
redemptions by Slam’s public shareholders and the timing of the completion of the Business Combination, including the
anticipated closing date of the Business Combination and the use of the cash proceeds therefrom. These statements are based
on various assumptions, whether or not identified in this communication, and on the current expectations of Slam’s,
Topco’s and Lynk’s management and are not predictions of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as a guarantee,
an assurance, a prediction or a definitive statement of fact or probability. These forward-looking statements are not guarantees of
future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other
important factors, many of which are outside the control of the parties, that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements.
The forward-looking statements involve
significant risk and uncertainties that could cause the actual results to differ materially from the expected results. Factors that
may cause such differences include, among others, the following: (1) the inability of the parties to successfully or timely
consummate the Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are
subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Business
Combination; (2) satisfaction or waiver (if applicable) of the conditions to the Business Combination, including with respect to the
approval of the shareholders of Slam; (3) the ability to maintain the listing of the combined company’s securities on Nasdaq;
(4) the risk that the Business Combination disrupts current plans and
operations of Slam or Lynk as a result of the announcement and consummation of the transactions described herein; (5) the
ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (6) uncertainty of the costs related to the Business Combination; (7) changes
in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary
regulatory approvals required to complete the Business Combination; (8) the possibility that Slam and Lynk may be adversely affected
by other economic, business, and/or competitive factors; (9) the outcome of any legal proceedings that may be instituted against
Slam, Topco or Lynk or any of their respective directors or officers, following the announcement of the Business Combination; (10)
the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated shareholder
redemptions and purchase price and other adjustments; (11) risks related to domestic and international political and macroeconomic
uncertainty, including the Russia-Ukraine conflict and the Israel-Hamas war; (12) the risk that any of the conditions to closing of
the Business Combination are not satisfied in the anticipated manner or on the anticipated timeline or are waived by any of the
parties thereto; (13) risks related to the rollout of Lynk’s business strategy and the timing of expected business milestones;
(14) the amount of redemption requests made by Slam’s public shareholders; (15) the ability of Slam to issue equity, if any,
in connection with the Business Combination or to otherwise obtain financing in the future; (16) risks related to Lynk’s
industry; (17) the inability to complete any private placement financing, the amount of any private placement financing or the
completion of any private placement financing with terms unfavorable to you; and (18) those factors discussed in Slam’s Annual
Report on Form 10-K for the year ended December 31, 2022 and subsequent Quarterly Reports on Form 10-Q, in each case, under the
heading “Risk Factors,” and other documents of Slam, Topco or Lynk to be filed with the SEC, including the proxy
statement/prospectus. If any of these risks materialize or Slam’s or Lynk’s assumptions prove incorrect, actual results
could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither
Slam nor Lynk presently know or that Slam and Lynk currently believe are immaterial that could also cause actual results to differ
from those contained in the forward-looking statements. In addition, forward- looking statements reflect Slam’s, Topco’s
and Lynk’s expectations, plans or forecasts of future events and views as of the date of this communication. Slam, Topco and
Lynk anticipate that subsequent events and developments will cause Slam’s, Topco’s and Lynk’s assessments to
change. However, while Slam, Topco and Lynk may elect to update these forward-looking statements at some point in the future, each
of Slam, Topco and Lynk specifically disclaim any obligation to do so, unless required by applicable law. These forward-looking
statements should not be relied upon as representing Slam’s, Topco’s and Lynk’s assessments as of any date
subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking
statements.
Lynk.World |
Lynk@icrinc.com |
4
Slam (NASDAQ:SLAMW)
過去 株価チャート
から 4 2024 まで 5 2024
Slam (NASDAQ:SLAMW)
過去 株価チャート
から 5 2023 まで 5 2024