Snail, Inc.

DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Snail, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

SNAIL, INC.

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 19, 2025

April 25, 2025

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of the Stockholders (the “2025 Annual Meeting” or the “Annual Meeting”) of Snail, Inc., a Delaware corporation (“we,” “us,” “Snail” or the “Company”). The Annual Meeting will be held virtually on June 19, 2025 at 10:00 a.m. (Pacific Time). The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via a live audio webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visitingwww.virtualshareholdermeeting.com/SNAL2025. We believe a virtual meeting provides expanded access, improves communication, enables increased stockholder attendance and participation, allows our employee stockholders around the world to attend the Annual Meeting, and provides cost savings for our stockholders and Snail.

At our Annual Meeting you will be asked to:

1. To elect the following eight (8) nominees for director named in the accompanying proxy statement to our Board of Directors (the “Board of Directors”) to hold office until our next annual meeting of stockholders and until their successors are duly elected and qualified: Hai Shi, Jim Tsai, Heidy K. Chow, Peter Kang, Ying Zhou, Neil Foster, Sandra Pundmann and Ryan Jamieson;

2. To ratify the selection of BDO USA, P.C. as the independent registered public accounting firm for Snail for the fiscal year ending December 31, 2025; and

3. To conduct any other business properly brought before the Annual Meeting.

These items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of Stockholders (the “Proxy Statement”). We expect that this Proxy Statement and the other proxy materials will be available to stockholders on or about April 28, 2025.

The record date for the Annual Meeting is April 22, 2025 (the “Record Date”). Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting or any adjournment thereof. A complete list of such stockholders will be available electronically by request toinvestors@snail.com for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting. To access the list during the Annual Meeting, please register to attend atwww.proxyvote.comand enter the 16-digit control number provided on your proxy card or voting instruction form.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting

to be held on June 19, 2025 at 10:00 a.m. (Pacific Time)

via the internet atwww.virtualshareholdermeeting.com/SNAL2025

The Proxy Statement and annual report to stockholders are available at:www.proxyvote.com.

In the event of an adjournment, postponement or emergency that may change the Annual Meeting’s time or date, Snail will make an announcement, issue a press release or post information atinvestor.snail.com to notify stockholders, as appropriate. If you have any questions or need assistance in voting your shares, please write to Snail Investor Relations at 12049 Jefferson Blvd, Culver City, California 90230 or by email atinvestors@snail.com.

By Order of the Board of Directors

/s/ Heidy K. Chow

Heidy K. Chow

Chief Financial Officer, Secretary and Director

Culver City, California

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO VIRTUALLY ATTEND THE ANNUAL MEETING. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE PROXY CARD, OR VOTE OVER THE TELEPHONE OR INTERNET AS INSTRUCTED IN THESE MATERIALS, AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE IF YOU ATTEND THE ANNUAL MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE ANNUAL MEETING, YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM THAT RECORD HOLDER IN ORDER TO BE ENTITLED TO VOTE AT THE ANNUAL MEETING.

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Snail, Inc.

12049 Jefferson Blvd

Culver City, California 90230

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS