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 at https://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 at https://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.

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 at https://www.cstproxy.com/alphamodus/2025 or 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

iii

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

	●	“Code” means the Internal Revenue Code of 1986, as amended from time to time;
	●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
	●	“SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and
	●	“Securities Act” refers to the Securities Act of 1933, as amended.

Q:	Who can vote at the meeting?

A:	The Board of Directors set November 17, 2025, as the record date for the meeting. You can attend and vote at the meeting if you were a holder of our common stock at the close of business on the record date. On the record date, there were 41,959,958 shares of common stock issued and outstanding, and no shares of preferred stock issued and outstanding, voting in aggregate 41,959,958 total voting shares at the meeting.

Q:	What Proposals will be voted on at the meeting?

A:	Three Proposals are scheduled to be voted upon at the meeting:

	●	The election of directors.

	●	To approve 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.

	●	To ratify the appointment of MaloneBailey, LLP (“MaloneBailey”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

	●	To consider a non-binding advisory vote on compensation of our named executive officers.

Q:	Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

A:	Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, on or about December 3, 2025, we are sending the Notice to our stockholders of record and beneficial owners. All stockholders will have the ability, beginning on or about December 3, 2025, to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis, provided, however, that only one annual report or proxy statement will be delivered to multiple security holders sharing an address.

Q:	Can I vote my shares by filling out and returning the Notice?

A:	No. The Notice identifies the items to be voted on at the meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote via the Internet, or by requesting and returning a paper proxy card, or by submitting a ballot in person at the meeting.

Q:	How can I get electronic access to the proxy materials?

A:	The Notice will provide you with instructions regarding how to:

	●	View our proxy materials for the meeting on the Internet; and

	●	Instruct us to send future proxy materials to you electronically by email.

Q:	How do I cast my vote?

A:	Stockholders whose shares are registered in their own names may vote at the virtual meeting or by proxy. If you would like to vote at the virtual meeting, please follow the instructions that will be available on the online meeting platform during the meeting. Proxies may be submitted over the Internet or by mail.

	●	Go to https://www.cstproxyvote.com/ to vote over the Internet; or

	●	If you received a paper copy of your proxy materials, please MARK, SIGN, DATE AND RETURN your proxy card in the postage-paid envelope. If you are voting by the Internet, have the control number from your proxy card ready, and please do not mail your proxy card.

Q:	Can I revoke or change my proxy?

A:	Yes. You may revoke or change a previously delivered proxy at any time before the meeting by delivering another proxy with a later date, by voting again via the Internet, or by delivering written notice of revocation of your proxy to our Secretary (the “Secretary”) at our principal executive offices before the beginning of the meeting. You may also revoke your proxy by attending the meeting and voting in person, although attendance at the meeting will not, in and of itself, revoke a valid proxy that was previously delivered. If you hold shares through a broker, bank or other nominee, you must contact that nominee to revoke any prior voting instructions. You also may revoke any prior voting instructions by voting in person at the meeting if you obtain a legal proxy as described above.

Q:	How does the Board of Directors recommend I vote on the Proposals?

A:	The Board of Directors recommends you vote “FOR” each of the nominees to our Board of Directors; “FOR” the 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; “FOR” the ratification of the appointment of MaloneBailey as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and “FOR” approval of the compensation of our named executive officers.

Q:	Who will count the vote?

A:	The inspector of election will count the vote.

Q:	What is a “quorum?”

A:	A quorum is the number of shares that must be present to hold the meeting. The quorum requirement for the meeting is a majority of the outstanding voting shares as of the record date, present in person or represented by proxy. Your shares will be counted for purposes of determining if there is a quorum if you are present and vote in person at the meeting, or have voted on the Internet, or by properly submitting a proxy card or voting instruction card by mail. Abstentions and broker non-votes also count toward the quorum. An abstention will have the same practical effect as a vote against the 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, the ratification of the appointment of our independent registered public accounting firm, and the approval of the compensation of our named executive officers (which is non-binding). “Broker non-votes” occur when brokers, banks or other nominees that hold shares on behalf of beneficial owners do not receive voting instructions from the beneficial owners prior to the meeting and do not have discretionary voting authority to vote those shares.

Q:	What vote is required to approve each item?

A:	The following table sets forth the voting requirement with respect to each of the Proposals:

Name	Age	Position
William Alessi	54	Chief Executive Officer, Director
William Ullman	62	Director^(1),(2),(3)
Greg Richter	62	Director
Michael Garel	48	Director^(1),(2),(3)
Scott Wattenberg	55	Director^(1),(2),(3)

Proposal 1 - Election of directors.		The five nominees for election as directors at the Annual Meeting who receive the greatest number of “FOR” votes cast by the stockholders, a plurality, will be elected as our directors.

Proposal 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.		To be approved by stockholders, this Proposal must receive the affirmative “FOR” vote of the holders of a majority of the shares represented at the meeting, in person or by proxy, and entitled to vote.

Proposal 3 - Ratification of appointment of independent registered public accounting firm.		To be approved by stockholders, this Proposal must receive the affirmative “FOR” vote of the holders of a majority of the shares represented at the meeting, in person or by proxy, and entitled to vote.

Proposal 4 - Non-binding advisory vote to approve and ratify the compensation of our named executive officers.		To be approved by stockholders, this Proposal must receive the affirmative “FOR” vote of the holders of a majority of the shares represented at the meeting, in person or by proxy, and entitled to vote, provided that this Proposal is non-binding.

Q:	What does it mean if I get more than one Notice ?

A:	Your shares are probably registered in more than one account. Please provide voting instructions for all Notices, proxy and voting instruction cards you receive.

Q:	How many votes can I cast?

A:	Holders of our common stock receive one vote for each share of common stock which they hold as of the Record Date.

Q:	Where can I find the voting results of the meeting?

A:	The preliminary voting results will be announced at the meeting. The final results will be published in a current report on Form 8-K to be filed by us with the SEC within four business days of the meeting.

	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
William Alessi
Greg Richter
William Ullman	M	M	C
Scott Wattenberg	C	M	M
Michael Garel	M	C	M

C - Chairperson of Committee.
M - Member.

Name	Fiscal Year		Fees Earned or Paid in Cash ($)*		Option Awards ($)		All Other Compensation		Total
William Ullman (1)		2024	$	-	$	-	$	-	$	-
		2023	$	-	$	-	$	-	$	-

Scott Wattenberg (1)		2024	$	-	$	-	$	-	$	-
		2023	$	-	$	-	$	-	$	-

Michael Garel (1)		2024	$	-	$	-	$	-	$	-
		2023	$	-	$	-	$	-	$	-

	●	Competition Among Peers. The Compensation Committee believes that our compensation program should reflect the competitive recruiting and retention conditions in the Company’s industry, so that we can attract, motivate and retain top industry talent.
	●	Accountability for Our Performance. The Compensation Committee also believes that our compensation program should be tied in part to our financial and operational performance, so that our executive officers are held accountable through their compensation for the performance of the Company based on our achievement of certain pre-determined financial and operational goals.
	●	Accountability for Individual Performance. In addition, the Compensation Committee believes that our compensation program should be tied in part to the executive officer’s achievement of pre-determined individual performance goals, to encourage and promote individual contributions to the Company’s overall performance.

	●	each stockholder known by us to be the beneficial owner of more than five percent of our outstanding shares of common stock,
	●	each director,
	●	each executive officer named in the Named Executive Officer Compensation table herein, and
	●	all directors and executive officers as a group.

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
William Alessi		31,172,176	⁽¹⁾		74.3	%		3,870,000	⁽²⁾		90.0	%
Rodney Sperry		-			-			-			-
Chris Chumas		81,000	⁽³⁾		0.2	%		430,000	⁽⁴⁾		10	%
Thomas Gallagher		92,098			0.2	%		-			-
Michael Garel		59,835			0.1	%		-			-
Gregory Richter		75,435	⁽⁵⁾		0.2	%		-			-
Scott Wattenberg		39,435			0.1	%		-			-
William Ullman		742,015	⁽⁶⁾		1.7	%		-			-
All Directors and Executive Officers as a Group		32,261,994			76.0	%		4,300,000			100.0	%

	(2)	Consists of 3,870,000 shares of Series C Preferred Stock held in the name of The Alessi 2023 Irrevocable Trust.

	(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.

	(4)	Consists of (i) 215,000 shares of Series C Preferred Stock held in the name of Chris Chumas, and (ii) 215,000 shares of Series C Preferred Stock held in the name of Mainstar Trust Cust Fbo Chris P Chumas Roth IRA.

	(5)	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.

	(6)	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.

Name	Age	Position
Executive Officers
William Alessi	54	Chief Executive Officer, Director
Rodney Sperry	57	Chief Financial Officer
Chris Chumas	40	Chief Strategy Officer
Thomas Gallagher	65	Chief Revenue Officer

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)⁽²⁾		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
William Alessi	2024		—	$	26,027		—		—		—		—		—	$	26,027
Chief Executive Officer	2023		—		—		—		—		—		—		—		—
Chris Chumas	2024		—		—		—		—		—		—		—		—
Chief Strategy Officer	2023		—		—		—		—		—		—		—		—
Rodney Sperry	2024	$	36,000		—		—		—		—		—		—	$	36,000
Chief Financial Officer	2023	$	3,000		—		—		—		—		—		—	$	3,000
Thomas Gallagher	2024		—		—		—		—		—		—		—		—
Chief Revenue Officer	2023		—		—		—		—		—		—		—		—

		(1)(2)		(1)(3)		(1)(2)		(1)(3)
	CEO ⁽¹⁾				Other NEOs ⁽¹⁾
Year	NEO Compensation Table Total for CEO ⁽²⁾		Compensation Actually Paid to CEO ⁽³⁾		Average NEO Compensation Table Total for Non-CEO NEOs⁽²⁾		Average Compensation Actually Paid to Non-CEO NEOs ⁽³⁾		Value of Initial Fixed $100 Investment Based on TSR ⁽⁴⁾		Net Income (Loss) ⁽⁵⁾
2024	$	26,027	$	26,027	$	36,000	$	36,000	$	27.80	$	4,103,067

(1)	Our principal executive officer for 2024 was our CEO, William Alessi. Our named executive officer other than our CEO (“Other NEOs”) was Rodney Sperry (CFO).

(2)	Reflects, for our CEO, the total compensation reported in the Named Executive Officer Compensation Table and for the Other NEOs, the average total compensation reported in the Named Executive Officer Compensation Table in the fiscal year indicated.

(3)	The Named Executive Officer Compensation Table totals did not require equity award adjustments to arrive at the “Compensation Actually Paid to the CEO” and “Average Compensation Actually Paid to Non-CEO NEOs” in the year. During the measurement period, none of the NEOs were granted equity awards or otherwise had equity awards outstanding. Named Executive Officer Compensation Table totals for the year consist solely of salary and/or consulting fees paid to the NEOs each year.

(4)	For each fiscal year, represents the cumulative total stockholder return on an initial fixed $100 investment in our common stock from December 31, 2023, through December 31, 2024, for the 2024 fiscal year.

(5)	Represents the amount of net income attributable to the Company reflected in our consolidated financial statements for the covered fiscal year.

	(i)	Ranking. The Series C Preferred Stock will rank senior to the Company common stock and other classes of Company preferred stock with respect to rights upon liquidation, winding up or dissolution.

	(ii)	Voting. Each share of Series C Preferred Stock shall entitle the holder to one vote on all matters submitted to the vote of the Company’s shareholders;

	(iii)	Dividends. The Series C Preferred Stock shall be treated pari passu with the Company common stock except that the dividends per share payable on the Series C Preferred Stock shall equal the dividend per share declared on each share of Company common stock multiplied by $10.00 (the “Face Value”) and divided by the applicable Conversion Price (as defined below). “Conversion Price” means a price per share equal to the lesser of either the Face Value, or (a) if no Trigger Event (as defined below) has occurred, 100% of the average of the 5 lowest closing bid prices of the Company common stock during the 10 days preceding the conversion notice date (the “Measurement Period”), not to exceed 100% of the lowest sales price on the last day of the Measurement Period, or (b) following any Trigger Event, 50.0% of the average of the lowest closing bid prices of the common stock during the Measurement Period, not to exceed 50.0% of the lowest sales price on the last day of such Measurement Period. “Trigger Event” generally means (a) a failure of a holder of Series C Preferred Stock to receive conversion shares when required; (b) the Company’s violation of or failure to timely perform any covenant in the designation of the Series C Preferred Stock or any agreement between the Company and the Series C Preferred Stockholder that is either (x) related to the payment of cash or delivery of conversion shares, or (y) curable, has not occurred before, and is not cured within 5 trading days of notice; (c) the Company’s suspension from trading or delisting from its principal trading exchange or market; (d) notification of an intention for the Company or its transfer agent not to comply with a conversion notice; (e) the Company’s bankruptcy, insolvency, reorganization, liquidation or similar proceedings; (f) the appointment of a custodian, receiver or similar official for the Company; (g) the entry of judgments against the Company in excess of $500,000 which are not stayed or satisfied within 30 days of entry; (h) the Company’s failure to comply with reporting requirements of Securities Exchange Act; (i) the initiation of any regulatory, administrative or enforcement proceeding against the Company; or (j) any material provision of the designation of the Series C Preferred Stock ceases to be valid or is contested.

	(iv)	Liquidation. Upon any liquidation, dissolution or winding up of the Company, holders of Series C Preferred Stock shall be paid the Face Value per share, plus any accrued but unpaid dividends (the “Liquidation Value”).

	(v)	Redemption. The Company shall be obligated to pay holders the Liquidation Value to redeem the Series C Preferred Stock upon the occurrence of a Deemed Liquidation Event (as defined below) or Trigger Event (as defined below). “Deemed Liquidation Event” generally means (a) a merger or consolidation where the Company or a subsidiary is a party to the merger and the Company issues shares of stock (except for domicile mergers and mergers not constituting a change of control); (b) the Company issues convertible or equity securities that senior to the Series C Preferred Stock in any respect; (c) a holder does not receive conversion shares upon conversion of the Series C Preferred Stock within 5 trading days due to the occurrence of an event that is solely within the control of the Company; (d) trading of the common stock is halted or suspended for 10 or more consecutive trading days due to the occurrence of an event that is solely within the control of the Company; or (e) a sale or other disposition of substantially all the assets of the Company that is not approved by the holders of the Series C Preferred Stock.

	(vi)	Conversion. Shares of Series C Preferred Stock are not convertible until 18 months following Closing of the Business Combination so long as a Trigger Event has not occurred. Beginning 18 months following Closing of the Business Combination, or following the occurrence of a Trigger Event, shares of Series C Preferred Stock are convertible at election of the holder at the then-applicable Conversion Price.

	Sincerely,

	/s/ William Alessi
	William Alessi
	Chief Executive Officer

Cornelius, North Carolina
December 3, 2025

SEC Form DEF 14A filed by Alpha Modus Holdings Inc.