Fold Holdings, Inc.

General

The Board has unanimously adopted resolutions approving, and recommends that our stockholders approve, an amendment to our Certificate of Incorporation, as amended, in substantially the form attached hereto as Appendix A (the “Certificate of Amendment”), to effect the Reverse Stock Split at a ratio of between 1-for-2 and 1-for-50, with the exact ratio of the Reverse Stock Split to be determined by our Board, in its discretion, subject to our Board’s authority to determine when to file the amendment and to abandon the amendment notwithstanding prior stockholder approval of the same. If the stockholders approve the Reverse Stock Split Proposal, and the Board decides to implement it, the Reverse Stock Split will become effective upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”).

The Reverse Stock Split, should the Board determine to pursue it, will be realized simultaneously for all outstanding shares of Common Stock. The Reverse Stock Split will affect all holders of Common Stock uniformly and no stockholder’s interest in the Company will be diluted as each stockholder will hold the same percentage of Common Stock outstanding immediately following the Reverse Stock Split as that stockholder held immediately prior to the Reverse Stock Split, except for immaterial adjustments that may result from the treatment of fractional shares as described below. The Certificate of Amendment will not reduce the number of authorized shares of Common Stock (which will remain at 600,000,000) and will not change the par value of the Common Stock (which will remain at $0.0001 per share).