ALPHA MODUS HOLDINGS, INC.
For the period ended Dec 3, 2025. Filed Dec 3, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 3, 2025 · Filed Dec 3, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule14a-12 |
ALPHA MODUS HOLDINGS, 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 the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
ALPHA MODUS HOLDINGS, INC.
20311 Chartwell Center Dr., #1469
Cornelius, NC 28031
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held December 30, 2025
Dear Stockholders:
Alpha Modus Holdings, Inc. (“we”, “us” or the “Company”) cordially invites you to attend our 2025 annual meeting of stockholders. The meeting will be held virtually on December 30, 2025, at 1:00 p.m. (Eastern time), following registration athttps://viavid.webcasts.com/starthere.jsp?ei=1745881&tp_key=7ee7480aea, and hosted at 20311 Chartwell Center Dr., #1469, Cornelius, North Carolina, 28031.
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Company will be held in a virtual meeting format only. The virtual meeting may be accessed following registration athttps://viavid.webcasts.com/starthere.jsp?ei=1745881&tp_key=7ee7480aea. There is no in-person meeting for you to attend. Once your registration is complete, you can access the Annual Meeting at the links that will be provided following registration. After registration is complete and you have entered the Annual Meeting virtually, the Company will provide you an opportunity to ask questions that are confined to matters properly before the Annual Meeting and of general Company concern. All answers to proper questions received at the meeting will be posted to the Investor Relations page of our website upon conclusion of the meeting. The meeting will begin promptly at 1:00 p.m. (Eastern time). We encourage you to access the virtual meeting prior to the start time. Online access will open approximately at 12:45 p.m. (Eastern time), and you should allow ample time to log in to the meeting and test your computer audio system. We recommend that you carefully review the procedures needed to gain admission in advance. There will be technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support number that will be posted on the virtual stockholder meeting login page. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials for the Annual Meeting.
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At the meeting we will be considering and voting on the following matters:
| 1. | Electing five directors to the Company’s Board of Directors (the “Board of Directors”), each to serve a term of one year; |
| 2. | Approval of an Amendment and Restatement to our Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s Class A common stock from 200,000,000 shares to 2,000,000,000 shares; |
| 3. | Ratification of the appointment of MaloneBailey, LLP (“MaloneBailey”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and |
| 4. | To consider a non-binding advisory vote on compensation of our named executive officers. |
Stockholders who owned our common stock at the close of business on November 17, 2025 (the “Record Date”), may attend and vote at the meeting. A stockholders list will be available at our offices at 20311 Chartwell Center Dr., #1469, Cornelius, North Carolina, 28031, for a period of ten days prior to the meeting. We hope that you will be able to virtually attend the meeting.
Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), the Company uses the Internet as the primary means of furnishing proxy materials to stockholders. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to the Company’s stockholders. All stockholders will have the ability to access the proxy materials (including the Company’s Annual Report to the stockholders, the Proxy Statement or the form of proxy) via the Internet athttps://www.cstproxy.com/alphamodus/2025or request a printed set of the proxy materials by contacting our main office at (704) 252-5050. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. The Notice contains a control number that you will need to vote your shares. Please keep the Notice for your reference through the meeting date. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings.
Whether or not you plan to attend the meeting, please vote electronically via the Internet, or, if you requested paper copies of the proxy materials, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope. See “How do I cast my vote?” in the Proxy Statement for more details.
We look forward to seeing you at the meeting.
By order of the Board of Directors,
/s/ William Alessi
William Alessi
Chief Executive Officer
Cornelius, North Carolina
December 3, 2025
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TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION | 1 |
| DEFINITIONS | 2 |
| INFORMATION CONCERNING SOLICITATION AND VOTING | 2 |
| QUESTIONS AND ANSWERS | 3 |
| PROPOSAL 1 ELECTION OF DIRECTORS | 7 |
| PROPOSAL 2 AUTHORIZED SHARES AMENDMENT | 15 |
| PROPOSAL 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 17 |
| PROPOSAL 4 NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION | 19 |
| OTHER INFORMATION | 21 |
| PRINCIPAL STOCKHOLDERS | 21 |
| EXECUTIVE OFFICERS | 22 |
| NAMED EXECUTIVE OFFICER COMPENSATION | 23 |
| EMPLOYMENT AGREEMENTS | 23 |
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END | 26 |
| DESCRIPTION OF CAPITAL STOCK | 26 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 28 |
| DIRECTOR INDEPENDENCE | 31 |
| SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 32 |
| CODE OF ETHICS | 32 |
| DISSENTERS’ RIGHTS | 32 |
| OTHER MATTERS | 33 |
| SHAREHOLDER PROPOSALS | 33 |
| NOMINATIONS FOR DIRECTORS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS | 34 |
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ALPHA MODUS HOLDINGS, INC.
20311 Chartwell Center Dr., #1469,
Cornelius, NC 28031
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.