Slam Corp. Issues Amended Consolidated Promissory Note; Director Resigns

What Happened

• Slam Corp. filed an 8-K on October 1, 2026 announcing that it issued an Amended and Restated Consolidated Promissory Note (the “Consolidated Note”) to Slam Sponsor, LLC, consolidating ten prior sponsor loans into a single obligation with a principal of $15,514,982. The Consolidated Note was effective October 1, 2026.
• The company also reported that director Michael Frisch resigned from the board and the audit committee effective September 30, 2026; no successor has been named and the audit committee now consists of Kain Warwick.

Key Details

• Principal amount: $15,514,982 (consolidation of prior loans issued Nov 30, 2021–May 15, 2025); the Consolidated Note does not represent new borrowing.
• Interest & term: interest begins Oct 1, 2026 at the Wall Street Journal prime rate (non‑compounding); matures five years from issuance (Oct 1, 2031); accrued interest payable on same terms as principal.
• Liquidation and repayment: if Slam liquidates without completing an initial business combination, the Consolidated Note will be forgiven (except for funds outside the company’s trust account); the Sponsor waived any claim against the trust account.
• Share-settlement option and dilution limits: Slam may, at its option, repay all or part of the note in Class A ordinary shares (or successor common equity) valued by a 20‑trading‑day VWAP or fair market value; Sponsor has no right to force share settlement. Sponsor also irrevocably terminated its right to convert up to $1.5M of certain prior working capital loans into $1.50-per-warrant instruments.
• Related party and security: the Sponsor is a related party (wholly owned by Digital Investment Strategy, LLC); the Consolidated Note contains customary default provisions and may be pledged or collateral-assigned by the Sponsor.

Why It Matters

• This filing documents a related‑party consolidation of outstanding sponsor loans into a single interest‑bearing obligation, which changes the company’s debt profile by (a) introducing ongoing interest accruals where prior notes bore no interest and (b) setting a five‑year maturity. Investors should note potential future cash interest obligations and the company’s option to settle in equity, which could cause dilution if exercised.
• The forgiveness provision on liquidation (except for funds outside the trust) and the Sponsor’s waiver of trust claims preserve the trust account for public investors in a liquidation scenario, but also means the Sponsor’s debt may not be recoverable if no business combination occurs.
• The director resignation reduces audit committee membership to one member for now, a governance item investors may watch for replacement or further board changes.