UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
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the appropriate box: |
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Preliminary
Information statement |
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Confidential,
For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
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Definitive
Information Statement |
ALPHA
MODUS HOLDINGS, INC.
(Name
of Registrant as Specified in Its Charter)
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No
Fee Required |
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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Fee
paid previously with preliminary materials. |
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fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
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Form,
Schedule or Registration Statement No.: |
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ALPHA
MODUS HOLDINGS, INC.
20311
Chartwell Center Dr., #1469
Cornelius,
NC 28031
(704)
252-5050
INFORMATION
STATEMENT
To
the Holders of Common Stock of Alpha Modus Holdings, Inc.,
This
Information Statement is being circulated to the stockholders of record of the outstanding Class A common stock, $0.0001 par value per
share (the “Common Stock”), of Alpha Modus Holdings, Inc. (the “Company”), as of the close of business on August 25, 2026 (the “Record Date”), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). The purpose of this Information Statement is to inform our stockholders of actions taken by written consent
of the holders of a majority of the outstanding voting stock of the Company, holding approximately 69.7% of the outstanding shares of
our voting stock (the “Majority Stockholders”). This Information Statement shall be considered the notice required under
the Delaware General Corporation Law (the “DGCL”).
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
The
following actions were authorized by written consent of the Majority Stockholders:
Entry
into Securities Purchase Agreement and Issuance of Common Shares
On August 26, 2026, the Company entered into a securities
purchase agreement (the “SPA”) with the non-U.S. investors named therein (the “Investors”), pursuant to which
the Company agreed to issue and sell to the Investors, and the Investors agreed to purchase from the Company, an aggregate of (i) 51,621,560
shares of Class A Common Stock (the “Shares”), and (ii) warrants (the “Warrants”) to purchase an additional 51,621,560
shares (the “Warrant Shares”) for a $4.36/share exercise price, for an aggregate purchase price consisting of 3,170 bitcoin
(such transaction the “PIPE Financing”).
The
Company is subject to the NASDAQ Stock Market’s Listing Rules because
the Company’s Class A common stock (“Common Shares”) is currently listed on the NASDAQ Capital Market (“NASDAQ”).
The issuance of the Shares and Warrant Shares pursuant to the SPA may implicate certain of the NASDAQ listing standards requiring stockholder
approval in order to maintain the Company’s listing on NASDAQ.
The
Majority Stockholders, in accordance with NASDAQ Listing Rule 5635(b), approved the SPA and the issuance of Common Shares under the SPA.
The
written consents of the Majority Stockholders we have received constitute the only stockholder approval required under the DGCL, NASDAQ
Listing Rule 5635(b), our Second Amended and Restated Certificate of Incorporation, and our Amended and Restated Bylaws, to approve the
SPA and the issuance of Common Shares under the SPA. Our Board of Directors is not soliciting your consent or your proxy in connection
with this action, and neither consents nor proxies are being requested from stockholders.
The
actions taken by written consent of the Majority Stockholders will not become effective until the date that is twenty (20) calendar days
after this Information Statement is first mailed or otherwise delivered to holders of our Common Stock as of the Record Date.
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By
order of the Board of Directors |
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William
Alessi |
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Chief
Executive Officer and Director |
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September
[__], 2026 |
THIS
INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY THE BOARD OF
DIRECTORS
OF THE COMPANY. WE ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
INFORMATION
STATEMENT
(Preliminary)
September
[__], 2026
GENERAL
INFORMATION
Alpha
Modus Holdings, Inc., a Nevada corporation, with its principal executive offices located at 20311 Chartwell Center Dr., #1469, Cornelius,
NC, 28031, is sending you this Notice and Information Statement to notify you of an action that the Majority Stockholders has taken by
written consent in lieu of a special meeting of stockholders. References in this Information Statement to the “Company, “we,”
“our,” “us,” and “Alpha Modus” are to Alpha Modus Holdings, Inc., and, to the extent applicable,
its subsidiaries. The entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses,
nominees, custodians, fiduciaries and other like parties to forward the Information Statement to beneficial owners of the Common Stock
held of record by them.
Copies
of this Information Statement are being mailed on or about September [__], 2026, to the holders of record of the outstanding shares of our
Common Stock on August 25, 2026, which we refer to as the “Record Date.”
Background
The
following actions were approved by the written consent of the Majority Stockholders holding approximately 69.7% of our outstanding voting
stock as of August 25, 2026, in lieu of a special meeting of our stockholders.
Entry
into Securities Purchase Agreement and Issuance of Common Shares
On
August 26, 2026, the Company entered into a securities purchase agreement (the “SPA”) with the non-U.S. investors named therein
(the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors, and the Investors agreed to purchase
from the Company, an aggregate of (i) 51,621,560 shares of Class A Common Stock (the “Shares”), and (ii) warrants (the “Warrants”)
to purchase an additional 51,621,560 shares (the “Warrant Shares”) for a $4.36/share exercise price, for an aggregate purchase
price consisting of 3,170 bitcoin (such transaction the “PIPE Financing”).
The
SPA requires the Company to file within 15 days of closing the PIPE Financing a registration statement (the “Registration Statement”)
with the Securities and Exchange Commission (the “Commission”) registering the Shares for resale by the Investors. In connection
with the SPA, on August 26, 2026, the Company also entered into a registration rights agreement with the Investors (the “RRA”),
which requires the Company to file the Registration Statement within 15 days of closing the PIPE Financing, requires the Company to include
the Warrant Shares in the Registration Statement, and requires the Company to use commercially reasonable efforts to have the Registration
Statement declared effective by the Commission as soon as practicable.
The
SPA includes customary representations, warranties and covenants by the Company, representations by the Investors that they are not U.S.
persons, and customary closing conditions. The SPA prohibits, prior to the earlier of 30 days following effectiveness of the Registration
Statement or December 31, 2026, the issuance of any equity securities or securities convertible into equity without the prior written
consent of the majority of the Investors, except for (i) the Shares, the Warrants, and the Warrant Shares, (ii) shares issuable to Company
directors and officers as required by the Company’s agreements with those directors and officers for the third fiscal quarter of
2026, (iii) up to 519,917 shares upon conversion of existing convertible notes or similar securities, and (iv) up to 176,890 shares upon
exercise of outstanding warrants.
The
Warrants have an exercise term of two years following the issuance date, are not exercisable on a cashless basis, and include a beneficial
ownership limitation of 19.99% (prohibiting a holder from exercising to the Warrants to the extent the exercise would result in the holder
beneficially owning in excess of 19.99% of the Company’s common stock).
The
Company is subject to the NASDAQ Stock Market’s Listing Rules because the Company’s Common Shares are currently listed on
the NASDAQ Capital Market (“NASDAQ”). The issuance of the Common Shares pursuant to the SPA (the issuance of the Shares and
the Warrant Shares) may implicate certain of the NASDAQ listing standards requiring stockholder approval in order to maintain the Company’s
listing on NASDAQ.
The
Majority Stockholders, in accordance with NASDAQ Listing Rule 5635(b), approved the SPA and the issuance of Common Shares under the SPA.
The
written consents of the Majority Stockholders we have received constitute the only stockholder approval required under the DGCL, NASDAQ
Listing Rule 5635(b), our Second Amended and Restated Certificate of Incorporation, and our Amended and Restated Bylaws, to approve the
SPA and the issuance of Common Shares under the SPA (the issuance of the Shares and the Warrant Shares). Our Board of Directors is not
soliciting your consent or your proxy in connection with this action, and neither consents nor proxies are being requested from stockholders.
The
actions taken by written consent of the Majority Stockholders will not become effective until the date that is twenty (20) calendar days
after this Information Statement is first mailed or otherwise delivered to holders of our Common Stock as of the Record Date.
WE
ARE NOT ASKING YOU FOR A PROXY, AND
YOU
ARE REQUESTED NOT TO SEND A PROXY.
ACTION
TAKEN
This
Information Statement contains a brief summary of the material aspects of the action approved by the members of the Board of Directors
of the Company and the Majority Stockholders.
APPROVAL
OF THE SPA AND THE ISSUANCE OF THE COMMON SHARES IN ACCORDANCE WITH APPLICABLE NASDAQ LISTING RULES
On
August 26, 2026, the Company entered into the SPA with the Investors, pursuant to which the Company agreed to issue and sell to the Investors,
and the Investors agreed to purchase from the Company, the Shares and Warrants, for an aggregate purchase price consisting of 3,170 bitcoin.
Stockholders
Entitled to Receive Notice of Action by Written Consent
Under
Section 228 of the DGCL, any action that can be taken at an annual or special meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if the holders of outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present, consent to such
action in writing. Prompt notice of any action so taken by written consent must be provided to all holders of our Common Stock as of
the Record Date.
NASDAQ
Listing Requirements and the Necessity of Stockholder Approval
The
Company is subject to the NASDAQ Listing Rules because our Common Stock is currently listed on NASDAQ. The issuance of the Common Shares
under the SPA implicates certain of the NASDAQ listing standards requiring prior stockholder approval in order to maintain the Company’s
listing on NASDAQ, as follows:
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NASDAQ
Listing Rule 5635(b) requires stockholder approval prior to the issuance of securities when the issuance or potential issuance will
result in a change of control of the Company. |
The
issuance of the Shares to be sold to the Investors under the SPA, and the issuance of the Warrant Shares issuable under the Warrants
to be sold to the Investors under the SPA, could constitute a change of control of the Company since William Alessi, the Company’s
Chief Executive Officer, beneficially owned approximately 71.4% of the Company’s common stock as of August 25, 2026, prior to giving
effect to the issuance of the Shares and Warrant Shares, but following the issuance of the Shares and Warrant Shares, Mr. Alessi would
only own approximately 3.3% of the Company’s common stock while the Investors would own approximately 95.4% of the Company’s
common stock (based on the number of shares outstanding as August 25, 2026, and assuming all of the Shares and Warrant Shares are issued
to and held by the Investors).
Because
the issuance of the Shares and the Warrant Shares could constitute a change of control of the Company, the Company secured stockholder
approval of the SPA and issuance of the Common Shares under the SPA (the issuance of the Shares and the Warrant Shares) pursuant to NASDAQ
Listing Rule 5635(b).
The
Majority Stockholders, in accordance with NASDAQ Listing Rule 5635(b), approved the SPA and the issuance of Common Shares under the SPA,
including the issuance of the Shares and the Warrant Shares to the Investors.
Effective
Date of Action by Written Consent
Pursuant
to Rule 14c-2 promulgated under the Exchange Act, the earliest date that the corporate action being taken pursuant to the written consent
can become effective is 20 calendar days after the first mailing or other delivery of this Information Statement to holders of our Common
Stock as of the Record Date. On the 20th calendar day after the first mailing or other delivery of this Information Statement,
the action taken by written consent of the Majority Stockholders described above will become effective, and the Common Shares will be
issued. We recommend that you read this Information Statement in its entirety for a full description of the action approved by the holders
of a majority of our outstanding Common Stock.
Dissenter’s
Rights of Appraisal
Stockholders
do not have any dissenter’s rights or appraisal rights in connection with the approval of the SPA and the issuance of Common Shares
under the SPA.
OUTSTANDING
VOTING SECURITIES
Each
share of our Common Stock entitles its holder to one vote on each matter submitted to stockholders, and each share of Series C Preferred
Stock entitles its holder to one vote on each matter submitted to stockholders. As of the Record Date, 4,929,766 shares of Common Stock,
and no shares of Series C Preferred Stock, were issued and outstanding and entitled to take action by written consent and to receive
notice of the action taken by written consent, and 3,438,150 shares of Common Stock owned by the Majority Stockholders consented in favor
of the actions to be taken, constituting approximately 69.7% of the total votes of the Company’s voting capital stock outstanding
as of the Record Date. Such stock voted in favor the actions to be taken consists of the following: (i) 2,739,707 shares of Common Stock
held in the name of The Alessi 2023 Irrevocable Trust, (ii) 163,000 shares of Common Stock held in the name of The WRA 2023 Irrevocable
Trust, (iii) 163,000 shares of Common Stock held in the name of The Janet Alessi 2023 Irrevocable Trust, (iv) 163,000 shares of Common
Stock held in the name of The Isabella Alessi 2023 Irrevocable Trust, and (v) 163,000 shares of Common Stock held in the name of The
Kim Alessi Richter Irrevocable Trust, and (vii) 46,443 shares of Common Stock held in the name of Janbella Group, LLC. Such numbers do
not include Common Shares beneficially owned by Mr. Alessi and held in brokerage accounts of the named shareholders above. William Alessi’s
spouse, Sonia Alessi, is the trustee of each of the preceding trusts, and Mr. Alessi is deemed to be the beneficial owner of shares held
in the name of each of the trusts. Mr. Alessi has voting and investment discretion with respect to shares held by Janbella Group, LLC,
and is deemed to be the beneficial owner of shares held in the name of Janbella Group, LLC.
As
of August 25, 2026, the Majority Stockholders executed and delivered to the Company written consents approving the action set forth herein.
Since the action has been approved by the Majority Stockholders, no proxies are being solicited with this Information Statement.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information with respect to the beneficial ownership of our common stock as of August 25, 2026,
for (i) each of our named executive officers and directors; (ii) all of our named executive officers and directors as a group; and
(iii) each other shareholder known by us to be the beneficial owner of more than 5% of our outstanding common stock.
Beneficial
ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For
purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock
that such person or any member of such group has the right to acquire within sixty (60) days thereafter. For purposes of computing the
percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person
or persons has the right to acquire within sixty (60) days are deemed to be outstanding for such person, but not deemed to be outstanding
for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially
owned does not constitute an admission of beneficial ownership by any person.
The
percentages below are calculated based on 4,929,766 shares of our Common Stock, and no shares of Series C Preferred Stock, issued and
outstanding as of August 25, 2026. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o our
company, Alpha Modus Holdings, Inc., 20311 Chartwell Center Dr., #1469, Cornelius, NC, 28031.
Name and Address
of Beneficial
Owner | |
Number of
Shares of
Class A
Common Stock | | |
% | |
| Directors and Executive Officers | |
| | | |
| | |
| William Alessi | |
| 3,519,014 | (1) | |
| 71.4 | % |
| Rodney Sperry | |
| 2,581 | | |
| 0.1 | % |
| Chris Chumas | |
| 306,437 | (2) | |
| 6.2 | % |
| Michael Garel | |
| 4,884 | | |
| 0.1 | % |
| Gregory Richter | |
| 5,274 | (3) | |
| 0.1 | % |
| Scott Wattenberg | |
| 4,374 | | |
| 0.1 | % |
| William Ullman | |
| 21,939 | (4) | |
| 0.4 | % |
| All Directors and Executive Officers as a Group | |
| 3,864,503 | | |
| 78.2 | % |
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(1) |
Includes
(i) 2,743,201 shares of common stock held in the name of The Alessi 2023 Irrevocable Trust, (ii) 168,000 shares of common
stock held in the name of The WRA 2023 Irrevocable Trust, (iii) 168,000 shares of common stock held in the name of The Janet Alessi
2023 Irrevocable Trust, (iv) 168,000 shares of common stock held in the name of The Isabella Alessi 2023 Irrevocable Trust, (v) 168,000
shares of common stock held in the name of The Kim Alessi Richter Irrevocable Trust, (vi) 15,255 shares of common stock held
in the name of the Alessi Revocable Trust, (vii) 69,808 shares of common stock held in the name of Janbella Group, LLC, and
(viii) 18,750 shares of common stock held in the name of Insight Acquisition Sponsor LLC, which has granted an irrevocable proxy
to vote such shares to William Alessi. William Alessi’s spouse, Sonia Alessi, is the trustee of each of the preceding trusts,
and Mr. Alessi is deemed to be the beneficial owner of shares held in the name of each of the trusts. Mr. Alessi has voting and investment
discretion with respect to shares held by Janbella Group, LLC, and is deemed to be the beneficial owner of shares held in the name
of Janbella Group, LLC. |
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(2) |
Consists
of (i) 154,081 shares of Class A common stock held in the name of Chris Chumas, (ii) 150 shares of Class A common stock held in the
name of Mr. Chumas’s spouse, Amanda Chumas, and (iii) 152,206 shares of Class A common stock held in the name of Mr. Chumas’s
IRA. |
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(3) |
Includes
(i) 4,874 shares of Class A common stock held in the name of Gregory Richter, and (ii) 400 shares of Class A common stock held in
the name of Mr. Richter’s spouse, Kim Alessi Richter. |
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(4) |
Includes
(i) 6,162 shares of Class A common stock held in the name of William Ullman, (ii) 4,000 shares of Class A common stock held in the
name of Water Street Opportunities I LLC, (iii) 1,250 shares of common stock issuable under the Private Placement Warrants held by
Mr. Ullman, which are deemed to be beneficially owned by Mr. Ullman since the warrants are exercisable within 60 days, and (iii)
10,527 shares of common stock issuable under the Private Placement Warrants held by Water Street Opportunities I LLC, which are deemed
to be beneficially owned by Water Street Opportunities I LLC since the warrants are exercisable within 60 days. Mr. Ullman has voting
and investment discretion with respect to securities held by Water Street Opportunities I LLC, and is deemed to be the beneficial
owner of securities held in the name of Water Street Opportunities I LLC. |
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Information Statement contains forward-looking statements in addition to historical information. When used in this Information Statement,
the words “can,” “will,” “intends,” “expects,” “believes,” similar expressions
and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. All statements
that address activities, events or developments that the Company intends, expects or believes may occur in the future are forward-looking
statements. Any forward-looking statements made by the Company in this Information Statement speak only as of the date hereof. Factors
or events that affect the transactions or could cause the Company’s actual results to differ may emerge from time to time, and
it is not possible for the Company to predict all of them. The Company does not undertake any obligation to update or revise any forward-looking
statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities
laws.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to incorporate by reference information into this Information Statement, which means that we can disclose important information
to you by referring you to another document that we have filed separately with the SEC. The information incorporated by reference is
deemed to be part of this Information Statement.
The
following documents, as filed with the SEC by the Company, are incorporated herein by reference:
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(1) |
Annual
Report on Form 10-K for the year ended December 31, 2025, filed on March 31, 2026. |
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(2) |
Quarterly
Report on Form
10-Q for the three months ended March 31, 2026, filed on May 14, 2026. |
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(3) |
Quarterly Report on Form 10-Q for the three months ended June 30, 2026,
filed on August 14, 2026. |
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(4) |
Current
Report on Form 8-K filed on July 2, 2026. |
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(5) |
Current
Report on Form 8-K filed on August 27, 2026. |
Copies
of documents incorporated by reference, excluding exhibits except to the extent such exhibits are specifically incorporated by reference,
are available from us without charge, upon oral or written request to:
ALPHA
MODUS HOLDINGS, INC.
20311
Chartwell Center Dr., #1469
Cornelius,
NC 28031
(704)
252-5050
Attn:
Secretary
ADDITIONAL
INFORMATION
We
file reports with the SEC. These reports include annual and quarterly reports, as well as other information the Company is required to
file pursuant to the Exchange Act. You may read and copy materials we file with the SEC at the SEC’s Public Reference Room at 100
F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC at http://www.sec.gov.
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By
order of the Board of Directors |
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William
Alessi |
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Chief
Executive Officer and Director |
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|
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September
[__], 2026 |
