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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of filing fee (Check the appropriate box): |
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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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of each class of securities to which transactions applies: |
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Aggregate
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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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Proposed
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Total
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Fee
paid previously with preliminary materials. |
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
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Amount
previously paid: |
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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
14, 2025 (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 75.1% of the outstanding shares of
our Common 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:
Exchange
of Series C Preferred Stock for Common Stock
On
August 14, 2025, the Company agreed to, and the Company’s Board of Directors approved, the exchange (the “Exchange”)
of 4,300,000 shares of Series C Preferred Stock of the Company (the “Preferred Shares”) held by an affiliate of the Company’s
CEO, William Alessi (and deemed to be beneficially owned by him), for 40,111,940 shares of Class A Common Stock (“Common Stock”)
of the Company (the “Common Shares”).
Shares
of Series C Preferred Stock have liquidation preferences over the Common Stock, redemption rights, voting rights, and, so long as certain
trigger events have not occurred, are not generally convertible until at least 18 months following the closing of the Company’s
merger with Alpha Modus, Corp., and following that date, they are convertible into shares of Common Stock based on their $10.00 face
value divided by a conversion price equal to the average of the five lowest closing prices of the Common Stock during the ten trading
days prior to the conversion notice. The average of the five lowest closing prices of the Common Stock during the ten trading days prior
to August 14, 2025, was $1.072, so if the Preferred Shares had been convertible, they would have converted into the same 40,111,940 shares
of Common Stock.
The
Company is subject to the NASDAQ Stock Market’s Listing Rules because the Common Stock is currently listed on the NASDAQ Capital
Market (“NASDAQ”). The issuance of the Common Shares in exchange for the Preferred Shares may implicate certain of the NASDAQ
listing standards requiring stockholder approval in order to maintain our listing on NASDAQ.
The
Majority Stockholders, in accordance with NASDAQ Listing Rule 5635(d), approved the Exchange and the issuance of the Common Shares in
exchange for the Preferred Shares.
The
written consents of the Majority Stockholders we have received constitute the only stockholder approval required under the DGCL, NASDAQ
Listing Rule 5635(d), our Second Amended and Restated Certificate of Incorporation, and our Amended and Restated Bylaws, to approve the
issuance of the Common Shares in exchange for the Preferred 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.
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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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August
[__], 2025 |
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)
August
[__], 2025
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 [__], 2025, to the holders of record of the outstanding shares of
our Common Stock on August 14, 2025, which we refer to as the “Record Date.”
Background
The
following actions were approved by the written consent of the Majority Stockholders holding approximately 75.1% of our outstanding voting
stock as of August 14, 2025, in lieu of a special meeting of our stockholders.
Exchange
of Series C Preferred Stock for Common Stock
On
August 14, 2025, the Company agreed to, and the Company’s Board of Directors approved, the exchange (the “Exchange”)
of 4,300,000 shares of Series C Preferred Stock of the Company (the “Preferred Shares”) held by an affiliate of the Company’s
CEO, William Alessi (and deemed to be beneficially owned by him), for 40,111,940 shares of Class A Common Stock (“Common Stock”)
of the Company (the “Common Shares”).
Shares
of Series C Preferred Stock have liquidation preferences over the Common Stock, redemption rights, voting rights, and, so long as certain
trigger events have not occurred, are not generally convertible until at least 18 months following the closing of the Company’s
merger with Alpha Modus, Corp., and following that date, they are convertible into shares of Common Stock based on their $10.00 face
value divided by a conversion price equal to the average of the five lowest closing prices of the Common Stock during the ten trading
days prior to the conversion notice. The average of the five lowest closing prices of the Common Stock during the ten trading days prior
to August 14, 2025, was $1.072, so if the Preferred Shares had been convertible, they would have converted into the same 40,111,940 shares
of Common Stock.
The
Company is subject to the NASDAQ Stock Market’s Listing Rules because the Common Stock is currently listed on the NASDAQ Capital
Market (“NASDAQ”). The issuance of the Common Shares in exchange for the Preferred Shares implicates certain of the NASDAQ
listing standards requiring stockholder approval in order to maintain our listing on NASDAQ.
The
Majority Stockholders, in accordance with NASDAQ Listing Rule 5635(d), approved the Exchange and the issuance of the Common Shares in
exchange for the Preferred Shares.
The
written consents of the Majority Stockholders we have received constitute the only stockholder approval required under the DGCL, NASDAQ
Listing Rule 5635(d), our Second Amended and Restated Certificate of Incorporation, and our Amended and Restated Bylaws, to approve the
issuance of the Common Shares in exchange for the Preferred 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 ISSUANCE OF THE COMMON SHARES IN EXCHANGE FOR THE PREFERRED SHARES, IN ACCORDANCE WITH APPLICABLE NASDAQ LISTING RULES
On
August 14, 2025, the Company agreed to, and the Company’s Board of Directors approved, the Exchange of 4,300,000 shares of Series
C Preferred Stock of the Company (the Preferred Shares) held by an affiliate of the Company’s CEO, William Alessi (held in the
name of The Alessi 2023 Irrevocable Trust, all of which Preferred Shares are deemed to beneficially owned by Mr. Alessi as Mr.
Alessi’s spouse is the trustee of the trust, which is referred to herein as the “Stockholder”), for 40,111,940 shares
of Common Stock (the Common Shares) to be issued to the Stockholder.
Shares
of Series C Preferred Stock have liquidation preferences over the Common Stock, redemption rights, voting rights, and, so long as certain
trigger events have not occurred, are not generally convertible until at least 18 months following the closing of the Company’s
merger with Alpha Modus, Corp. (which closing occurred on December 13, 2024), and following that date (June 13, 2026), they are convertible
into shares of Common Stock based on their $10.00 face value divided by a conversion price equal to the average of the five lowest closing
prices of the Common Stock during the ten trading days prior to the conversion notice. The average of the five lowest closing prices
of the Common Stock during the ten trading days prior to August 14, 2025, was $1.072, so if the Preferred Shares had been convertible,
they would have converted into the same 40,111,940 shares of Common Stock.
On
August 14, 2025, the Stockholder agreed with the Company to lock up the Common Shares such that the Stockholder will not sell or otherwise
transfer the Common Shares (other than to an affiliate) until June 13, 2026 (the date that the Preferred Shares would have become convertible
if no trigger events had occurred).
The
Company agreed to the Exchange as issuing the Common Shares in exchange for and cancellation of the Preferred Shares will (i) eliminate
the liquidation preferences and redemption rights with respect to the Preferred Shares, (ii) fix the number of shares Common Stock to
be issued upon conversion of the Preferred Shares (which would have generally been generally convertible in the future based on the closing
price of the Common Stock as described above), and ensure that future decreases in the trading prices of the Company’s common stock
would not result in more shares of Common Stock being issued upon conversion, and (iii) eliminate mezzanine equity on the Company’s
balance sheet and reduce stockholders’ deficit .
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
implicate certain of the NASDAQ listing standards requiring prior stockholder approval in order to maintain our listing on NASDAQ, as
follows:
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NASDAQ
Listing Rule 5635(d) requires stockholder approval prior to a transaction, other than a public offering, involving the sale, issuance
or potential issuance by the issuer of common stock (or securities convertible into or exercisable for common stock), which alone
or together with sales by officers, directors or substantial stockholders of the issuer, equals 20% or more of the common stock or
20% or more of the voting power outstanding before the issuance at a price that is less than the lower of (i) the closing price immediately
preceding the signing of the binding agreement; or (ii) the average closing price of the common stock for the five trading days immediately
preceding the signing of the binding agreement (such lower price the “Minimum Price”). |
The
Common Shares will constitute more than 20% of the Company’s Common Stock outstanding before the issuance of the Common Shares.
The closing price of the Common Stock immediately prior to the Company’s agreement with and approval of the Exchange was $1.14/share,
the average closing price of the Common Stock for the five trading days immediately preceding the signing the Exchange agreement and
approval was $1.10/share, and the Minimum Price is therefore $1.10/share. The 4,300,000 Preferred Shares to be exchanged have a face
value of $10.00 per share ($43,000,000 in the aggregate), and the 40,111,940 Common Shares will therefore be issued at approximately
$1.072/share, which is less than the Minimum Price. Because the Common Shares will be issued at a price less than the Minimum Price,
the Company secured stockholder approval of the Exchange and issuance of the Common Shares pursuant to NASDAQ Listing Rule 5635(d), which
applies to the Exchange and the issuance of the Common Shares.
The
Majority Stockholders, in accordance with NASDAQ Listing Rule 5635(d), approved the Exchange and the issuance of the Common Shares.
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 Exchange and the issuance of the
Common Shares.
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, 41,959,958 shares of Common 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 30,422,176 shares of Common Stock owned by the Majority Stockholders and 4,300,000 shares of Series C Preferred Stock owned by the
Majority Stockholders consented in favor of the actions to be taken, constituting approximately 75.1% of the total votes 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) 139,784 shares of Common Stock held in the name of The Alessi 2023 Irrevocable Trust, (ii) 6,719,967 shares of Common Stock held
in the name of The WRA 2023 Irrevocable Trust, (iii) 6,719,967 shares of Common Stock held in the name of The Janet Alessi 2023 Irrevocable
Trust, (iv) 6,719,967 shares of Common Stock held in the name of The Isabella Alessi 2023 Irrevocable Trust, (v) 6,719,967 shares of
Common Stock held in the name of The Kim Alessi Richter Irrevocable Trust, (vi) 610,216 shares of Common Stock held in the name of the
Alessi Revocable Trust, (vii) 2,792,308 shares of Common Stock held in the name of Janbella Group, LLC, and (viii) 4,300,000 shares of
Series C Preferred Stock held in the name of The Alessi 2023 Irrevocable Trust. 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 14, 2025, the Majority Stockholders had 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 14, 2025, 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 41,959,958 shares of our Common Stock, and 4,300,000 shares of Series C Preferred Stock, issued
and outstanding as of August 14, 2025. 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 | | |
% | | |
Number of
Shares of
Series C
Preferred
Stock | | |
% | |
| Directors and Executive Officers | |
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| William Alessi | |
| 31,172,176 | (1) | |
| 74.3 | % | |
| 4,300,000 | (2) | |
| 100.0 | % |
| Rodney Sperry | |
| - | | |
| - | | |
| - | | |
| - | |
| Chris Chumas | |
| 81,000 | (3) | |
| 0.2 | % | |
| - | | |
| - | |
| Thomas Gallagher | |
| 92,098 | | |
| 0.2 | % | |
| - | | |
| - | |
| Michael Garel | |
| 59,835 | | |
| 0.1 | % | |
| - | | |
| - | |
| Gregory Richter | |
| 75,435 | (4) | |
| 0.2 | % | |
| - | | |
| - | |
| Scott Wattenberg | |
| 39,435 | | |
| 0.1 | % | |
| - | | |
| - | |
| William Ullman | |
| 742,015 | (5) | |
| 1.7 | % | |
| - | | |
| - | |
| All Directors and Executive Officers as a Group | |
| 32,261,994 | | |
| 76.0 | % | |
| 4,300,000 | | |
| 100.0 | % |
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(1) |
Includes
(i) 139,784 shares of common stock held in the name of The Alessi 2023 Irrevocable Trust, (ii) 6,719,967 shares of common stock held
in the name of The WRA 2023 Irrevocable Trust, (iii) 6,719,967 shares of common stock held in the name of The Janet Alessi 2023 Irrevocable
Trust, (iv) 6,719,967 shares of common stock held in the name of The Isabella Alessi 2023 Irrevocable Trust, (v) 6,719,967 shares
of common stock held in the name of The Kim Alessi Richter Irrevocable Trust, (vi) 610,216 shares of common stock held in the name
of the Alessi Revocable Trust, (vii) 2,792,308 shares of common stock held in the name of Janbella Group, LLC, and (viii) 750,000
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) 4,300,000 shares of Series C Preferred Stock held in the name of The Alessi 2023 Irrevocable Trust. |
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(3) |
Consists
of (i) 75,000 shares of Class A common stock held in the name of Chris Chumas, and (ii) 6,000 shares of Class A common stock held
in the name of Mr. Chumas’s spouse, Amanda Chumas. |
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(4) |
Includes
(i) 59,435 shares of Class A common stock held in the name of Gregory Richter, and (ii) 16,000 shares of Class A common stock held
in the name of Mr. Richter’s spouse, Kim Alessi Richter. |
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(5) |
Includes
(i) 110,980 shares of Class A common stock held in the name of William Ullman, (ii) 159,983 shares of Class A common stock held in
the name of Water Street Opportunities I LLC, (iii) 50,000 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 of the date
of the Closing, and (iii) 421,052 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 of the date of the Closing. 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, 2024, filed on April 15, 2025. |
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(2) |
Quarterly
Report on Form 10-Q for the quarter ended March 31, 2025, filed on May 15, 2025. |
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(3) |
Quarterly
Report on Form 10-Q for the quarter ended June 30, 2025, filed on August 12, 2025. |
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(3) |
Current
Report on Form 8-K filed on August 15, 2025. |
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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|
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William
Alessi |
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Chief
Executive Officer and Director |
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|
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August
[__], 2025 |
