Fold (FLD) Proxy Filing summary

Executive summary

• Special Meeting called to vote on extending the deadline to complete a business combination from December 20, 2024 to a date in 2025, amending the trust agreement, and potentially adjourning the meeting to solicit more votes if needed.

• The extension is sought to allow time to complete a merger with Fold, Inc., with the combined entity to be renamed Fold Holdings, Inc.

• If the extension is not approved, the company will liquidate and return funds to public shareholders.

• Public shareholders may redeem their shares for cash if the proposals are approved, subject to certain limitations.

• The Sponsor and insiders, holding about 66.8% of shares, intend to vote in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Amend the charter to extend the business combination deadline.

• Proposal 2: Amend the trust agreement to allow liquidation at the new deadline.

• Proposal 3: Adjourn the meeting if more time is needed to solicit votes.

• Both amendment proposals require at least 65% approval of all outstanding shares; the adjournment proposal requires a majority of votes cast.

• Shareholders can redeem shares for cash if both amendment proposals pass and the redemption limitation is not exceeded.

Board of directors and corporate governance

• The board unanimously recommends voting in favor of all proposals.

• The Sponsor, managed by Betsy Z. Cohen, holds a controlling interest and can effectively determine the outcome.

• Board members and officers have interests in the proposals, including ownership of founder shares and indemnification rights.