All In FutureTech Alliance, Inc.
For the period ended Jun 1, 2026. Filed May 21, 2026.
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Jun 1, 2026 · Filed May 21, 2026
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Contents
Appendix A
CERTIFICATE OF AMENDMENT OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
All In FutureTech Alliance, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:
First: The name of this corporation is All In FutureTech Alliance, Inc. (the “Company”).
Second: The date on which the Company’s Certificate of Incorporation was originally filed with the Secretary of State of the State of Delaware is May 9, 2017.
Third: The Board of Directors of the Company, acting in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending its Amended and Restated Certificate of Incorporation, as heretofore amended (the “Certificate of Incorporation”), by adding the following at the end of the first paragraph of Article FOURTH of the Certificate of Incorporation:
“Effective as of the effective time of 5:01 p.m., Eastern time, on , 2026 (the “2026 Reverse Split Effective Time”), 1-for-2 to 1-for-25) shares of the Company’s Common Stock, par value $0.0001 per share, issued and outstanding immediately prior to the 2026 Reverse Split Effective Time shall, automatically and without any action on the part of the Company or the respective holders thereof, be combined into one (1) share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “2026 Reverse Split”); provided, however, no fractional shares of Common Stock shall be issued as a result of the 2026 Reverse Split and, in lieu thereof, any stockholder who would otherwise be entitled to a fractional share of post-2026 Reverse Split Common Stock as a result of the 2026 Reverse Split, following the 2026 Reverse Split Effective Time, shall be entitled to receive one share of Common Stock. Each stock certificate that, immediately prior to the 2026 Reverse Split Effective Time, represented shares of pre-2026 Reverse Split Common Stock shall, from and after the 2026 Reverse Split Effective Time, automatically and without any action on the part of the Company or the respective holders thereof, represent that number of whole shares of post-2026 Reverse Split Common Stock into which the shares of pre-2026 Reverse Split Common Stock represented by such certificate shall have been combined; provided, however, that each holder of record of a certificate that represented shares of pre-2026 Reverse Split Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of whole shares of post-2026 Reverse Split Common Stock into which the shares of pre-2026 Reverse Split Common Stock represented by such certificate shall have been combined pursuant to the 2026 Reverse Split. The 2026 Reverse Split shall be effected on a record holder-by-record holder basis, such that any fractional shares of post-2026 Reverse Split Common Stock resulting from the 2026 Reverse Split and held by a single record holder shall be aggregated.”
Fourth: The foregoing amendment was submitted to the stockholders of the Company for their approval, and was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware and shall be effective as of 5:01 p.m., Eastern time, on , 2026.
In Witness Whereof, All In FutureTech Alliance, Inc. has caused this Certificate of Amendment to be signed by its President and Chief Executive Officer this day of , 2026.
| All In FutureTech Alliance, Inc. | |
| By: | |
| Yangyang Li | |
| Chief Executive Officer |
ALL IN FUTURETECH ALLIANCE, INC. 745 FIFTH AVENUE, SUITE 500 NEW YORK, NY 10151 SCAN TO VIEW MATERIALS &VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 31, 2026. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting- Go towww.virtualshareholdermeeting.com/AGAE2026SM2 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 31, 2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to All In FutureTech Alliance, Inc., 745 Fifth Avenue, Suite 500, New York, NY 10151. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS T00636-S39326 THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY ALL IN FUTURETECH ALLIANCE, INC. 1. To approve an amendment to our Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our Common Stock, at a ratio in the range of 1-for-2 to 1-for-25, with such ratio to be determined in the discretion of our board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by our board of directors in its sole discretion. The Board of Directors recommends you vote FOR Proposal 1. For Against Abstain Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice and Proxy Statement is available at www.proxyvote.com. T00637-S39326 ALL IN FUTURETECH ALLIANCE, INC. SPECIAL MEETING OF STOCKHOLDERS JUNE 1, 2026 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS By signing, dating, and returning this proxy card, the undersigned appoints Yangyang Li and Roy Anderson, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them, or either of them, to represent and to vote, and otherwise act on behalf of the undersigned with all powers that the undersigned would have if personally present thereat, with respect to, all of the shares of common stock of All In FutureTech Alliance, Inc., a Delaware corporation (the “Company” or “AGAE”), that the undersigned is entitled to vote at the Special Meeting of Stockholders (the “Special Meeting”) to be held on June 1, 2026, at 10:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/AGAE2026SM2 and any adjournment, postponement, continuation, or rescheduling thereof. The undersigned hereby revokes any other proxy heretofore given by the undersigned for the Special Meeting, including any proxy previously given by telephone or the Internet, and acknowledges receipt of the Notice of the Special Meeting and Proxy Statement dated May 21, 2026. The proxy holder is authorized to act, in accordance with his or her discretion, upon all matters incident to the conduct of the meeting and upon other matters that properly come before the Special Meeting, subject to compliance with rule 14a-4(c) of the Securities Exchange Act of 1934, as amended. This proxy, when properly executed, will be voted in the manner directed herein. Unless a contrary direction is given, the shares represented by this proxy will be voted “FOR” Proposal 1 listed on the reverse side. YOUR VOTE IS VERY IMPORTANT - PLEASE SUBMIT YOUR PROXY TODAY!
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