DEF 14A of Fold Holdings, Inc.
Filed Dec 28, 20230001213900-23-099251
What interests do the Company’s Sponsor, directors and officers have in the approval of the Proposals?
What interests do the Company’s Sponsor, directors and officers have in the approval of the Proposals? The Company’s Sponsor, directors and officers have interests in the Proposals that may be different from, or in addition to, your interests as a stockholder. In the case of the Sponsor, these interests include ownership of shares of Class A Common Stock as a result of the Class B Conversion, ownership of private placement shares and private placement warrants. In the case of our directors and officers, these interests include arrangements related to indemnification and expense reimbursement. See the section entitled “Proposal No. 1 — The Charter Amendment Proposal — Interests of the Sponsor and the Company’s Directors and Officers” for more information.
Interests of the Sponsor and the Company’s Directors and Officers
Interests of the Sponsor and the Company’s Directors and Officers When you consider the recommendation of our Board, you should keep in mind that the Sponsor and the Company’s officers and directors have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things: • If (x) the Charter Amendment Proposal is approved, the Charter Amendment is effected and we do not consummate an initial business combination by the Extended Termination Date or (y) the Charter Amendment Proposal is not approved, or the Charter Amendment is approved but the Redemption Limitation is exceeded, and we do not consummate an initial business combination by the Initial Termination Date, all shares of Class A Common Stock held by the Sponsor as a result of the Class B Conversion will be worthless (as the Sponsor has waived liquidation rights with respect to such shares), as will the private placement shares and private placement warrants held by the Sponsor; • In connection with the IPO, the Sponsor agreed that it will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of any third party for services rendered or products sold to the Company or prospective target businesses with which the Company has entered into certain agreements; • All rights specified in the Charter relating to the right of officers and directors to be indemnified by the Company, and of the Company’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after an initial business combination and, if (x) the Charter Amendment Proposal is approved, the Charter Amendment is effected and we do not consummate an initial Business Combination by the Extended Termination Date or (y) the Charter Amendment Proposal is not approved and we do not consummate an initial business combination by the Initial Termination Date, so that the Company liquidates, the Company will not be able to perform its obligations to its officers and directors under those provisions; and • The Sponsor and the Company’s officers and directors and their respective affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating, negotiating and completing an initial business combination and, if (x) the Charter Amendment Proposal is approved, the Charter Amendment is effected and we do not consummate an initial business combination by the Extended Termination Date or (y) the Charter Amendment Proposal is not approved and we do not consummate an initial business combination by the Initial Termination Date, they will not have any claim against the Trust Account for reimbursement so that the Company will most likely be unable to reimburse such expenses. Approval of the Charter Amendment Proposal requires the affirmative vote of the holders of at least sixty-five percent (65%) of all then outstanding shares of Common Stock, voting together as a single class. Abstentions will be counted in connection with the determination of whether a valid quorum is established. Abstentions will have the effect of a vote “AGAINST” the Charter Amendment Proposal. We believe each of the Proposals constitutes a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the Special Meeting. YOUR VOTE IS IMPORTANT. It is important that your shares be represented at the Special Meeting, regardless of the number of shares that you hold. You are, therefore, urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.