Fold (FLD) Proxy Filing summary

Executive summary

• Special Meeting scheduled for December 17, 2024, to vote on three key proposals: Charter Amendment, Trust Amendment, and Adjournment Proposal.

• The Charter Amendment seeks to extend the deadline to complete a business combination from December 20, 2024, to December 20, 2025, or an earlier date set by the Board.

• The Trust Amendment aligns the trust account liquidation date with the extended deadline.

• The Board unanimously recommends voting in favor of all proposals, citing the need for more time to complete the pending business combination with Fold, Inc.

• Public stockholders may elect to redeem their shares for cash if the amendments are approved, subject to certain limitations.

Voting matters and shareholder proposals

• Proposal 1: Charter Amendment to extend the business combination deadline.

• Proposal 2: Trust Amendment to allow trust account liquidation at the new deadline.

• Proposal 3: Adjournment Proposal to allow meeting adjournment for additional proxy solicitation if needed.

• Approval of Proposals 1 and 2 requires at least 65% of outstanding shares; Proposal 3 requires a majority of votes cast.

• The Sponsor, holding 66.8% of shares, intends to vote in favor of all proposals.

Board of directors and corporate governance

• The Board has unanimously approved and recommends all proposals.

• The Sponsor and Board members have interests in the proposals, including significant shareholdings and indemnification arrangements.

• The Board may abandon the amendments at any time before filing if conditions are not met.