Fold (FLD) Proxy Filing summary

Executive summary

• Special Meeting called to vote on three proposals: Charter Amendment, Trust Amendment, and Adjournment Proposal, all related to extending the deadline for a business combination and related trust account provisions.

• The Charter Amendment seeks to extend the deadline to consummate a business combination from December 20, 2024, to a date in 2025, as determined by the Board.

• The Trust Amendment would allow the trust account to be liquidated at the new extended date or earlier, as determined by the Board.

• The Adjournment Proposal allows the meeting to be adjourned to solicit more proxies if needed.

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

Voting matters and shareholder proposals

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

• Proposal 2: Trust Amendment to align trust account liquidation with the new deadline.

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

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

• Both Amendment Proposals are cross-conditioned; neither takes effect unless both are approved.

Board of directors and corporate governance

• The Board has unanimously approved and recommends all proposals.

• The Sponsor holds approximately 66.8% of outstanding shares and intends to vote in favor of all proposals.

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