Fold Holdings, Inc. Class A Common Stock EGM 2026

Afternoon, and welcome to the 2026 Special Stockholders Meeting of Fold Holdings, Inc. I am Will Reeves, CEO and Chairman of the Board of Fold, and it's my pleasure to welcome you here today for this meeting. We're excited to be hosting our virtual meeting, which allows us to be more inclusive and reach a greater number of our stockholders. We will conduct the business portion of our meeting first, and answer questions at the end of the meeting. It's now 12:00 P.M. Eastern Time on October 22, 2026, and this meeting is officially called to order. Fold's board members are Bracebridge Young Jr. and Dr. Andrew Hohns, both Class One directors who were reelected in May. Additionally, we have Dr. Jonathan Kirkwood. He is a Class Two director, as am I. We also have our Class Three directors, Erez Simha, Lesley Goldwasser, and Kirstin Hill.

I would like to introduce Fold's Corporate Secretary, Audrey Bartosh, who will serve as secretary of the meeting today. I will turn to her with respect to any procedural issue which may arise. Audrey is also serving as our Inspector of Election, and she has taken the oath of Inspector of Election. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. The board of directors fixed September 4, 2026 as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that the records for this meeting were mailed on or about September 4, 2026 to all stockholders as for the record date and will be incorporated into the minutes of this meeting.

The stockholder list shows that as of record date, there were 54,741,392 shares of common stock outstanding and entitled to vote at this meeting. We are informed by the Inspector of Election that they are represented in person or by proxy shares of common stock representing at least 50% of the voting power on the record date. Therefore, a quorum is present for purposes of transacting business.

Audrey, over to you. Now, I will present the matters to be voted upon.

Proposal one is to consider and approve a proposed amendment to our certificate of incorporation, as amended, to effect a reverse stock split of our issued and outstanding shares of common stock at a ratio between 1 for 20 and 1 for 50, with the final decision of whether to proceed with a reverse stock split and the exact ratio and timing thereof to be determined by our board in its discretion following stockholder approval. Proposal two is to consider and approve a proposal to adjourn this special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies or votes if there are not sufficient votes in favor of the reverse stock split proposal.

All right. It is now 12:03 P.M. Eastern Time on October 22nd, and the polls are now open. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. We will pause for voting. We will give 10 seconds more. 10, 9, 8, 7, 6, 5, 4, 3, 2, 1. Thank you, everyone. Now that everyone has had an opportunity to vote, I now declare the polls for the 2026 Special Stockholders Meeting closed. Over to you, Audrey. Thank you.

The preliminary vote report shows that both proposals have been approved. We will be reporting the final results in a form 8-K to be filed within 4 days. With that, I will return the meeting back over to Will.

Thanks, Audrey. Thanks to everyone here. I will open the floor for any open questions. Okay. Straightforward. No questions have been submitted. No further business is to come before the meeting today. The 2026 Special Meeting of Stockholders of Fold Holdings, Inc. is now adjourned. This concludes our meeting, and we thank you for your attendance today and continued support. Thanks, everyone, and hope you all have a great day.