AI Financial (AIFC) Proxy filing summary

Executive summary

• Special Meeting scheduled for October 3, 2025, to address key proposals impacting capital structure and governance.

• Proposals include approval of share issuance, board appointment, increase in authorized shares, and potential adjournment.

• Board recommends voting in favor of all proposals; record date for voting is August 12, 2025.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for issuing 119,000,000 shares upon exercise of warrants and appointing Zachary Folkman as director, both tied to a private placement.

• Proposal 2 requests an amendment to increase authorized common stock from 200,000,000 to 2,000,000,000 shares.

• Proposal 3 allows adjournment or postponement of the meeting if necessary to secure votes or quorum.

• All proposals are considered non-routine, requiring explicit shareholder instructions for broker votes.

Board of directors and corporate governance

• Zachary Witkoff serves as Chairman, with Zachary Folkman nominated for board appointment by the lead investor.

• Lead investor has rights to nominate two directors and appoint board observers.

• Board unanimously recommends approval of all proposals.