Fold Holdings, Inc DEF 14A, filed Apr 8, 2026

Fold Holdings, Inc. (FLD)

DEF 14A 2026-04-08 For: 2026-04-08

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Added on June 13, 2026

About this DEF 14A

Fold Holdings, Inc filed this DEF 14A on April 8, 2026.

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Date:	Tuesday, May 19, 2026

Time:	12:00 Eastern Time

Place:	Virtually at www.virtualshareholdermeeting.com/FLD2026.

Items of Business:	1. To elect the two (2) Class I directors identified in the accompanying Proxy Statement to serve as directors until the 2029 annual meeting and until their respective successors are elected and qualified (Proposal No. 1);

	2. To ratify the appointment of CBIZ CPAs P.C. as the independent registered public accounting firm of Fold Holdings Inc. for the fiscal year ending December 31, 2026 (Proposal No. 2); and

	3. To transact any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Record Date:	Only stockholders of record of our Common Stock, par value $0.0001 per share (the “Common Stock”), at the close of business on Tuesday, March 24, 2026 are entitled to notice of, and to vote, at the Annual Meeting and any adjournment or postponement thereof.

Proxy Voting:	Your vote is very important. Whether or not you plan to attend the Annual Meeting, PLEASE VOTE YOUR SHARES. As an alternative to voting during the Annual Meeting, you may vote in advance online, by telephone, or, if you have elected to receive a paper proxy card by mail, by mailing the completed proxy card.

	The approximate date on which the attached Proxy Statement, Proxy card and the Company’s Form 10‑K are first being made available to stockholders is April 8, 2026. This Notice is not a form of voting and only presents an overview of the more complete Proxy Materials which have been mailed to you. The Proxy card also includes instructions on how to access our Proxy Materials over the Internet, vote online, by telephone, or by mail. We encourage you to review the Proxy Materials before voting. For specific instructions on how to vote your shares, please refer to the section under the heading “Questions and Answers About the 2026 Annual Meeting and the Proxy Process” and the instructions on the Notice of Internet Availability or the notice you receive from your broker, banker or other intermediary.



	By Order of the Board of Directors,
	Audrey Bartosh
	Audrey Bartosh
	Corporate Secretary
	April 8, 2026


		Page
QUESTIONS AND ANSWERS ABOUT THE MEETING		1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		8
PROPOSAL NO. 1: ELECTION OF DIRECTORS		17
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		20
REPORT OF THE AUDIT COMMITTEE		22
EXECUTIVE OFFICERS		23
EXECUTIVE COMPENSATION TABLES		24
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		32
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		37
DELINQUENT SECTION 16(a) REPORTS		39
ADDITIONAL INFORMATION		40
OTHER MATTERS		41


Q:	What is the purpose of the meeting?
A:	The purpose of this meeting is for stockholders to act upon the proposals described in this Proxy Statement.
Q:	What proposals are scheduled to be voted on at the meeting?
A:	Stockholders will be asked to vote on the following two (2) proposals at the meeting:
	1. to elect the two (2) directors identified in this Proxy Statement to serve for a three-year term or until each such director’s successor is duly elected and qualified or until each such director’s earlier death, resignation, disqualification or removal (Proposal No. 1); 2. to ratify the appointment of CBIZ CPAs P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal No. 2).
Q:	Could matters other than Proposal No. 1 and Proposal No. 2 be decided at the meeting?
A:	Our amended and restated bylaws (“Bylaws”) require that we receive advance notice of any proposal to be brought before the meeting by stockholders of Fold, and we have not received notice of any such proposals. If any other matters were to come before the meeting, Mr. Reeves or Mr. Repass, if appointed as your named proxies in your completed Proxy card, will each individually have the discretion to vote on those matters for you.
Q:	How does the Board of Directors recommend I vote on these proposals?
A:	Our Board of Directors recommends that you vote your shares:
	• “FOR” the nominees to the Board of the Directors (Proposal No. 1); • “FOR” the ratification of the appointment of CBIZ CPAs P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal No. 2).
Q:	Who may vote at the Annual Meeting?
A:	Holders of record of our Common Stock as of the close of business on March 24, 2026 (the “Record Date”), are entitled to receive notice of, to attend and participate, and to vote at the Annual Meeting. At the close of business on the Record Date, there were 50,218,521 shares of our Common Stock outstanding and entitled to vote.
	Stockholder of Record: Shares Registered in Your Name If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares, and these Proxy Materials were sent directly to you. Beneficial Owner of Shares Held in Street Name: Shares Registered in the Name of a Bank, Broker or Nominee If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and these Proxy Materials were forwarded to you by that organization.


Q:	How do I vote?
	You may vote in person by virtual means during the Annual Meeting or by internet, mail or telephone as described in your Proxy card. Your vote is important. Whether or not you plan to participate in the Annual Meeting, we urge you to vote by Proxy to ensure that your vote is counted. The procedures for voting are as follows: Stockholder of Record: Shares Registered in Your Name If you are a stockholder of record, you may vote as follows: • by telephone or via the internet—in order to do so, please follow the instructions shown on your Proxy card; • by mail—simply complete, sign and date the enclosed Proxy card and return it before the meeting in the pre-paid envelope provided; or • vote in person by virtual means at the Annual Meeting—visit www.virtualshareholdermeeting.com/FLD2026 and vote your shares electronically before the polls close during the Annual Meeting. To participate and vote in the Annual Meeting, you will need the control number included on your Proxy card. You must register to vote and may do so by following the instructions on your Proxy card. Submitting your Proxy, whether by telephone, through the internet or by mail will not affect your right to vote in person should you decide to attend and participate in the meeting virtually. Beneficial Owner: Shares Registered in the Name of a Broker or Other Nominee If you hold your shares in street name, please refer to the voting instructions provided by your bank, broker or other nominee to vote your shares. Beneficial owners voting by telephone or internet may submit votes until the polls are closed at the Annual Meeting. If you want to vote in person online at the Annual Meeting, you must obtain your legal Proxy number from your broker, bank or other nominee and use the information provided on the legal Proxy to access the Annual Meeting.
Q:	How do I vote by internet or telephone?
A:	If you wish to vote by telephone or internet, you may do so by following the voting instructions included on your Proxy card. Please have each Proxy card you received in hand when you vote over the internet or by telephone as you will need information specified therein to submit your vote. The giving of such a telephonic or internet Proxy will not affect your right to vote (as detailed above) should you decide to attend and participate in the meeting virtually. The telephone and internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly.
Q:	What shares can I vote?
A:	You may vote all shares of Common Stock owned by you as of the Record Date, including shares held directly in your name as the stockholder of record, and shares of Common Stock held for you as the beneficial owner in street name through a bank, broker or other nominee.

Fold Holdings, Inc DEF 14A, filed Apr 8, 2026

About this DEF 14A

What is the purpose of the meeting?

How do I vote?

How do I vote by internet or telephone?

What shares can I vote?

What is the vote required for each proposal?

Can I change my vote or revoke my Proxy?

How can I attend the Annual Meeting in person?

Is there a list of stockholders entitled to vote at the Annual Meeting?

What if I have questions about my Fold shares or need to change my mailing address?


Q:	How many votes am I entitled to per share?
A:	Each share of Common Stock entitles its holder to one vote on each matter submitted to our stockholders.
Q:	What is the quorum requirement for the meeting?
A:	The holders of a majority of the aggregate voting power of the shares of our Common Stock issued and outstanding and entitled to vote at the Annual Meeting as of the Record Date must be present in person virtually or represented by Proxy at the Annual Meeting in order to hold, and conduct business at, the Annual Meeting. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote in person virtually at the Annual Meeting or if you have properly submitted a Proxy. On the Record Date, there were 50,218,521 shares of Common Stock outstanding and entitled to vote. Thus, the holders of at least 25,109,261 shares of Common Stock must be present virtually or represented by Proxy at the Annual Meeting to have a quorum.
Q:	How are abstentions and broker non-votes treated?
A:	Abstentions (i.e., shares present at the Annual Meeting and marked “abstain”) are deemed to be shares present or represented in person or by Proxy and entitled to vote, and are counted for purposes of determining whether a quorum is present. A broker non-vote occurs when the beneficial owner of shares fails to provide the bank, broker or other nominee that holds the shares with specific instructions on how to vote on any “non-routine” matters brought to a vote at the stockholders meeting. In this situation, the bank, broker or other nominee will not vote on the “non-routine” matters. Broker non-votes are counted for purposes of determining whether a quorum is present. For Proposal No. 1, votes that are withheld from a director’s election and broker non-votes are not treated as votes cast “for” or “against” the proposal and, therefore will have no effect on the outcome of the vote. For Proposal No. 2, abstentions are treated as shares present and entitled to vote for purposes of such proposal and, therefore, will have the same effect as a vote “against” such a proposal. Note that if you are a beneficial holder, banks, brokers and other nominees will be entitled to vote your shares on “routine” matters without instructions from you. The only proposal that would be considered “routine” in such event is the proposal for the ratification of the appointment of CBIZ CPAs P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal No. 2). A bank, broker or other nominee will not be entitled to vote your shares on any “non-routine” matters, absent instructions from you. This year, the “non-routine” matters relate to the election of directors (Proposal No. 1). Accordingly, we encourage you to provide voting instructions to your bank, broker or other nominee whether or not you plan to attend the meeting.
Q:	What is the vote required for each proposal?
A:	The votes required to approve each proposal are as follows: • Proposal No. 1: The election of a director by the stockholders at the Annual Meeting shall be by a plurality of votes cast by the holders of shares entitled to vote in the election. This means that the director nominees receiving the most affirmative votes are elected to the Board of Directors. Any shares not voted (whether by withholding the vote, broker non-vote or otherwise) have no impact in the election of directors. • Proposal No. 2: Approval requires the affirmative vote of a majority of the shares present in person or represented by Proxy at the Annual Meeting and entitled to vote.


Q:	If I submit a Proxy, how will it be voted?
A:	When Proxies are properly dated, executed and returned, the shares represented by such Proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, the shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, the Proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is postponed or adjourned, the Proxy holders can vote your shares on the new meeting date as well, unless you have revoked your Proxy instructions, as described below under “Can I change my vote or revoke my Proxy?”
Q:	What should I do if I get more than one Proxy or voting instruction card?
A:	Stockholders may receive more than one set of voting materials, including multiple copies of the Proxy Materials and multiple Proxy cards or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive separate sets of Proxy Materials for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more than one name will receive more than one set of Proxy Materials.
	You should vote in accordance with all of the Proxy cards and voting instruction cards you receive relating to our Annual Meeting to ensure that all of your shares are voted and counted.
Q:	Can I change my vote or revoke my Proxy?
A:	You may change your vote or revoke your Proxy at any time prior to the polls closing at the Annual Meeting.
	If you are the stockholder of record, you may change your vote by:
	• granting a new Proxy bearing a later date (which automatically revokes the earlier Proxy) using any of the methods described above (and until the applicable deadline for each method); • providing a written notice of revocation to our Corporate Secretary at Fold Holdings, Inc., 2942 North 24th Street, Suite 115, #42035, Phoenix, Arizona 85016, prior to your shares being voted; or • participating in the Annual Meeting and voting electronically online at www.virtualshareholdermeeting.com/FLD2026. Participation alone at the Annual Meeting will not cause your previously granted Proxy to be revoked unless you specifically vote during the meeting.
	Please note, however, that if your shares are held of record by a bank, broker or other nominee and you wish to revoke a Proxy, you must contact that firm to revoke any prior voting instructions.
Q:	How can I attend the Annual Meeting in person?
A:	There is no physical location for the Annual Meeting. You are invited to attend the Annual Meeting by participating virtually if you are a stockholder of record as of the Record Date.


Q:	How can I participate in the Annual Meeting?
A:	The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. To attend, vote and submit questions during the Annual Meeting, stockholders of record must use their control number on their Proxy card to log into www.virtualshareholdermeeting.com/FLD2026. Beneficial stockholders who do not have a control number may gain access to the meeting by logging into their bank, brokerage or other nominee’s website and selecting the stockholder communications mailbox to link through to the Annual Meeting. Instructions should also be provided on the voting instruction card provided by their bank, broker or other nominee.
	The meeting webcast will begin promptly at 12:00 Eastern Time. We encourage you to access the meeting prior to the start time. We plan to have a webcast replay which will be posted as soon as practicable to the Investor Relations section of our website, which is located at https://investor.foldapp.com/.

Q:	Will I be able to ask questions and have these questions answered during the Annual Meeting?
A:	You may ask questions and have questions answered during the Annual Meeting. Stockholders who wish to submit a question in advance may do so by visiting our Annual Meeting website at www.proxyvote.com. Stockholders also may submit questions live during the meeting. We plan to reserve some time for stockholder questions to be read and answered by Company personnel during the Annual Meeting. In submitting questions, please note that we will only address questions that are germane to the matters being voted on at our Annual Meeting, as time permits. Additional information regarding the ability of stockholders to ask questions during the Annual Meeting, relating to rules of conduct, and other materials for the Annual Meeting will be available online and are accessible following the instructions on your Proxy card.
Q:	What if I have technical difficulties or trouble accessing the virtual meeting website?
A:	If you encounter any technical difficulties accessing the virtual meeting during the check-in or meeting time, a phone number will be posted on the website to connect you to technical support.
Q:	Why is the Annual Meeting being held only online?
A:	A virtual Annual Meeting provides expanded access and greater participation from any location around the world, improved communication and cost savings for our stockholders and the Company.
Q:	How can I get electronic access to the Proxy Materials?
A:	The Proxy card will provide you with instructions regarding how to: • view our Proxy Materials for the meeting through the internet; and • instruct us to send our future Proxy Materials to you electronically by email. If you choose to receive future Proxy Materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the Proxy voting site. Your election to receive Proxy Materials by email will remain in effect until you terminate it.


Q:	Is there a list of stockholders entitled to vote at the Annual Meeting?
A:	The list of stockholders of record entitled to vote at the Annual Meeting will be available and may be inspected during normal business hours for a period of at least ten (10) days prior to the Annual Meeting at our offices located at 2942 North 24th Street, Suite 115, #42035, Phoenix, Arizona 85016. The list of stockholders will also be available for your review by accessing the meeting website during the Annual Meeting.
Q:	Who will tabulate the votes?
A:	Our Corporate Secretary, Ms. Audrey Bartosh, will serve as the Inspector of Elections and will tabulate the votes at the Annual Meeting.
Q:	Where can I find the voting results of the Annual Meeting?
A:	We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8‑K that we will file with the U.S. Securities and Exchange Commission (the “SEC”) within four (4) business days after the Annual Meeting.
Q:	I share an address with another stockholder, and we received only one paper copy of the Proxy Materials. How may I obtain an additional copy of the Proxy Materials?
A:	The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process is commonly referred to as “householding.” If you wish to opt out of householding, and would like separate copies of the Proxy Materials mailed to each stockholder sharing your address, or if you are receiving multiple copies and would like to receive a single copy, you can request one from us at Fold Holdings, Inc., Attention: Corporate Secretary, 2942 North 24th Street, Suite 115, #42035, Phoenix, Arizona 85016, or by calling us at (866) 365‑3277. Beneficial owners (street name stockholders) sharing an address who are receiving multiple copies of the Proxy Materials and other stockholder communications and who wish to receive a single copy of such materials in the future will need to contact their bank, broker or other nominee to request that only a single copy of such materials be mailed to all stockholders at the shared address in the future.
Q:	What if I have questions about my Fold shares or need to change my mailing address?
A:	You may contact our transfer agent, Continental Stock Transfer & Trust Company, by telephone at (800) 509‑5586, through its website at https://continentalstock.com/contact-us/or by U.S. mail at 1 State Street, 30th Floor, New York, NY 10004-1561, if you have questions about your Fold shares or need to change your mailing address.
Q:	Who is soliciting my Proxy and paying for the expense of solicitation?
A:	The Proxy for the Annual Meeting is being solicited on behalf of our Board of Directors. We will pay the cost of preparing, assembling, printing, mailing and distributing these Proxy Materials and soliciting votes. We may, on request, reimburse brokerage firms and other nominees for their expenses in forwarding Proxy Materials to beneficial owners. In addition to soliciting proxies by mail, we expect that our directors, officers and employees may solicit proxies in person or by telephone or facsimile. None of these individuals will receive any additional or special compensation for doing this, although we may reimburse these individuals for their reasonable out-of-pocket expenses. If you choose to access the Proxy Materials or vote via the internet or by phone, you are responsible for any internet access or phone charges you may incur.


Q:	What are the requirements to propose actions for consideration to be included in our Proxy Materials for our 2027 Annual Meeting of Stockholders?
	Requirements for stockholder proposals to be considered for inclusion in our Proxy Materials for our 2027 Annual Meeting: Our Bylaws provide that stockholders may present proposals for inclusion in our proxy statement by submitting their proposals in writing to our Corporate Secretary at 2942 North 24th Street, Suite 115, #42035, Phoenix, Arizona 85016. In addition, stockholder proposals must comply with the requirements of Rule 14a‑8 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and related SEC regulations under Rule 14a‑8 regarding the inclusion of stockholder proposals in Company-sponsored proxy materials. To be eligible for inclusion in the proxy statement for our 2027 Annual Meeting of Stockholders, stockholder proposals must be received by our Corporate Secretary no later than December 9, 2026, and must otherwise comply with the requirements of Rule 14a‑8 of the Exchange Act regarding Company-sponsored proxy materials. Requirements for stockholder proposals and director nominations to be presented at our 2027 Annual Meeting, not intended for inclusion in the Company’s proxy materials: Stockholders who wish to nominate persons for election to the Board at the 2027 Annual Meeting of the stockholders or who wish to present a proposal at the 2027 Annual Meeting of the stockholders, but who do not intend for such nomination or proposal to be included in the Company’s proxy materials for such meeting, must deliver written notice of the nomination or proposal to our Corporate Secretary at 2942 North 24th Street, Suite 115, #42035, Phoenix, Arizona 85016. To be timely for our 2027 Annual Meeting, our Corporate Secretary must receive the written notice at the address noted above:
	• not earlier than the close of business on January 19, 2027; and • not later than the close of business on February 18, 2027.
	If we hold our 2027 Annual Meeting of Stockholders more than thirty (30) days before or more than sixty (60) days after May 19, 2027 (the one-year anniversary date of the Annual Meeting), then notice of a stockholder proposal must be received by our Corporate Secretary not more than the hundred twentieth (120th) day prior to such annual meeting and not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first made by the Company. A stockholder’s notice to the Corporate Secretary must set forth as to each matter the stockholder proposes to bring before the annual meeting the information required by our Bylaws. If a stockholder who has notified the Company of such stockholder’s intention to present a proposal at an annual meeting does not appear to present such stockholder’s proposal at such meeting, the Company does not need to present the proposal for vote at such meeting.


Name	Age	Position	Director Since
Will Reeves	37	CEO & Chairman of the Board	February 2025
Lesley Goldwasser(3)	64	Director	February 2025
Kirstin Hill(2)(3)	47	Director	February 2025
Andrew Hohns(1)	47	Director	December 2021
Jonathan Kirkwood	44	Lead Director	February 2025
Erez Simha(3)	63	Director	February 2025
Bracebridge H. Young Jr.(1)(2)	69	Director	February 2025


	Year Ended December 31,
CBIZ CPAs P.C.	2025		2024
Audit Fees(1)	$	595,375		—
Audit-Related Fees		—	—
Tax Fees		—		—
All Other Fees		—	—
Total Fees	$	595,375		—


	Year Ended December 31,
Marcum LLP	2025		2024
Audit Fees(1)		—	$	748,588
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total Fees		—	$	748,588


		Salary		Bonus		Stock Awards		All Other Compensation		Total Compensation
Name and Principal Position	Year	($)		($)(2)		($)(1)(4)		($)(3)		($)
Will Reeves	2025		460,025	80,000			21,500,000		10,500	22,050,525
Principal Executive Officer	2024		200,000		37,500		6,004,479		7,125		6,249,104
Bracebridge H. Young, Jr.	2025		—		—		125,000		—		125,000
Former Principal Executive Officer	2024		—		—		—		—		—
Wolfe Repass	2025		370,863		60,000		1,500,000		—		1,930,863
Chief Financial Officer	2024		195,250		—		803,555		—		998,805
Thomas Dickman	2025		321,260		36,000		1,500,000		10,022		1,867,282
Chief Technology Officer	2024		230,000		—		2,960		6,900		239,860


	Termination Not in connection with a Change in Control		Termination in connection with a Change in Control
Name	Tier	Salary/Benefits	Salary/Benefits	Bonus Percentage
Mr. Reeves	Tier 1	12 months	18 months		150	%
Mr. Repass	Tier 2	9 months	12 months		100	%
Mr. Dickman	Tier 2	9 months	12 months		100	%


			Stock Awards
Name and Principal Position	Grant Date	Vesting Commencement Date	Number of Shares or Units of Stock that have Not Vested (#)	Market Value of Shares or Units of Stock that Have Not Vested ($)(1)
Will Reeves
Principal Executive Officer
	10/20/2022	10/1/2022	10,746(2)		28,047
	8/30/2024	12/1/2022	138,580(2)		361,694
	5/16/2025	2/14/2025	350,000(3)		913,500
	5/16/2025	2/14/2025	1,800,000(3)		4,698,000
Bracebridge H. Young, Jr.
Former Principal Executive Officer
	6/3/2025	2/14/2025	12,500(4)		32,625
Wolfe Repass
Chief Financial Officer
	6/20/2022	5/19/2022	3,474(2)		9,067
	2/28/2023	3/1/2023	39,581(2)		103,306
	1/9/2024	9/1/2023	359(2)		937
	8/30/2024	6/1/2024	46,192(2)		120,561
	5/16/2025	2/14/2025	100,000(3)		261,000
	5/16/2025	2/14/2025	50,000(3)		130,500
Thomas Dickman
Chief Technology Officer
	6/20/2022	5/19/2022	1,073(2)		2,801
	1/9/2024	9/1/2023	359(2)		937
	5/16/2025	2/14/2025	100,000(3)		261,000
	5/16/2025	2/14/2025	50,000(3)		130,500


Plan Category	Number of Securities to be issued upon Exercise of Outstanding Options, Warrants, and Rights(1) (a)		Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights(2) (b)		Number of Securities Remaining Available for Future Issuance Under Equity Incentive Compensation Plans (excluding securities reflected in column (a))(3) (c)
Equity Compensation Plans Approved by Security Holders		3,387,488		—		4,252,698
Equity Compensation Plans Not Approved by Security Holders		—		—		—


	Number of Shares of Common		Percentage of Outstanding
Name and Address of Beneficial Owners(1)	Stock Beneficially Owned		Common Stock
5% Stockholders:
Craft Ventures II, L.P.(2)		3,643,947	7.17	%
Fulgur Frontier Capital LP(3)		13,740,061	27.04	%
Fulgur Ventures I, L.P.(3)		4,360,345	8.58	%
Jonathan Kirkwood(4)		5,004,610	9.85	%
Will Reeves(5)		4,822,775	9.49	%
Directors and Named Executive Officers:
Will Reeves(5)		4,822,775	9.49	%
Wolfe Repass(5)		316,387	*	%
Thomas Dickman(5)		332,983	*	%
Matthew McManus(6)		108,808	*	%
Bracebridge H. Young Jr.(7)	221,387		*	%
Andrew Hohns(8)		165,734	*	%
Jonathan Kirkwood(4)		5,004,610	9.85	%
Erez Sihma		12,500	*	%
Lesley Goldwasser		12,500	*	%
Kirstin Hill		12,500	*	%
All directors and executive officers as a group (10 individuals)		11,729,768	23.08	%


Name	Fees earned or paid in cash ($)(1)		Stock Awards ($)(2) (3)		All Other Compensation		Total ($)
Lesley Goldwasser		43,889		125,000		—		168,889
Kirstin Hill		48,278		125,000		—		173,278
Andrew Hohns		35,111		125,000		—		160,111
Jonathan Kirkwood		63,639		1,125,000		—		1,188,639
Erez Simha		52,667		125,000		—		177,667
Bracebridge H. Young Jr.		57,056		125,000		—		182,056


Name	Shares Underlying Stock Awards
Lesley Goldwasser		12,500
Kirstin Hill		12,500
Andrew Hohns		12,500
Jonathan Kirkwood		112,500
Erez Simha		12,500
Bracebridge H. Young Jr.		12,500