Alpha Modus Seeks 10x Stock Authorization Hike at Annual Meeting

Ticker: AMODW · Form: DEF 14A · Filed: Dec 3, 2025 · CIK: 1862463

Sentiment: bearish

Topics: Shareholder Meeting, Stock Authorization, Dilution Risk, Corporate Governance, Executive Compensation, Proxy Statement, Virtual Meeting, Board Election

Related Tickers: AMODW

TL;DR

**AMODW is asking for a massive share authorization increase, which screams dilution risk; vote against it unless they justify the 10x jump!**

AI Summary

Alpha Modus Holdings, Inc. (AMODW) is holding its 2025 Annual Meeting of Stockholders virtually on December 30, 2025, to address several key proposals. The company seeks to elect five directors to its Board of Directors for one-year terms. A significant proposal involves amending and restating its Second Amended and Restated Certificate of Incorporation to increase the number of authorized Class A common stock shares from 200,000,000 to 2,000,000,000, a tenfold increase. Stockholders will also vote on the ratification of MaloneBailey, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and a non-binding advisory vote on named executive officer compensation. As of the November 17, 2025 record date, there were 41,959,958 shares of common stock outstanding and eligible to vote. The Board of Directors unanimously recommends a 'FOR' vote on all proposals, including the substantial increase in authorized shares.

Why It Matters

The proposed tenfold increase in authorized Class A common stock from 200 million to 2 billion shares could significantly dilute existing shareholder value if new shares are issued, impacting per-share earnings and voting power. For investors, this signals potential future capital raises or strategic transactions, which could be either growth-enabling or value-eroding depending on the use of proceeds. Employees and customers might see this as a move to secure long-term funding for expansion, potentially leading to new projects or job creation. In a competitive market, having more authorized shares provides Alpha Modus with greater financial flexibility to pursue M&A or other strategic initiatives, potentially altering its market position.

Risk Assessment

Risk Level: high — The proposal to increase authorized Class A common stock from 200,000,000 shares to 2,000,000,000 shares represents a 900% increase in potential dilution. This substantial increase, without specific stated immediate use, creates significant uncertainty and risk for existing shareholders regarding future equity offerings and potential value erosion.

Analyst Insight

Investors should scrutinize the rationale behind the proposed 900% increase in authorized shares. Demand a clear explanation from Alpha Modus Holdings, Inc. on the specific plans for these shares before voting 'FOR' this proposal, as it carries significant dilution risk.

Key Numbers

Key Players & Entities

FAQ

What is Alpha Modus Holdings, Inc. proposing regarding its Class A common stock?

Alpha Modus Holdings, Inc. is proposing an amendment to its Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of its Class A common stock from 200,000,000 shares to 2,000,000,000 shares, a tenfold increase.

When is the Alpha Modus Holdings, Inc. 2025 Annual Meeting of Stockholders?

The 2025 Annual Meeting of Stockholders for Alpha Modus Holdings, Inc. will be held virtually on December 30, 2025, at 1:00 p.m. (Eastern time).

Who is Alpha Modus Holdings, Inc.'s independent registered public accounting firm?

MaloneBailey, LLP has been appointed as Alpha Modus Holdings, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2025, and stockholders will vote on its ratification.

What is the record date for voting at the Alpha Modus Holdings, Inc. annual meeting?

The record date for stockholders to be eligible to vote at the Alpha Modus Holdings, Inc. 2025 Annual Meeting was November 17, 2025.

How many shares of common stock were outstanding for Alpha Modus Holdings, Inc. on the record date?

On the record date of November 17, 2025, there were 41,959,958 shares of Alpha Modus Holdings, Inc. common stock issued and outstanding, with no shares of preferred stock.

What are the key proposals to be voted on at the Alpha Modus Holdings, Inc. annual meeting?

Key proposals include electing five directors, approving a tenfold increase in authorized Class A common stock, ratifying MaloneBailey, LLP as the accounting firm, and a non-binding advisory vote on executive compensation.

What is the Board of Directors' recommendation for the proposals at Alpha Modus Holdings, Inc.'s meeting?

The Board of Directors of Alpha Modus Holdings, Inc. recommends a 'FOR' vote for each of the five director nominees, the increase in authorized Class A common stock, the ratification of MaloneBailey, LLP, and the non-binding advisory vote on executive compensation.

What is the potential impact of increasing authorized shares for Alpha Modus Holdings, Inc.?

Increasing authorized shares from 200 million to 2 billion could lead to significant shareholder dilution if new shares are issued, potentially impacting earnings per share and voting power, though it also provides capital raising flexibility.

How can Alpha Modus Holdings, Inc. stockholders access proxy materials?

Stockholders can access proxy materials via the Internet at https://www.cstproxy.com/alphamodus/2025 or request a printed set by contacting the company's main office at (704) 252-5050.

Will there be an in-person meeting for Alpha Modus Holdings, Inc. stockholders?

No, the 2025 Annual Meeting of Stockholders for Alpha Modus Holdings, Inc. will be held in a virtual meeting format only, with no in-person attendance option.

Industry Context

Alpha Modus Holdings, Inc. operates within the broader energy sector, potentially focusing on clean energy technologies as suggested by its former name. The industry is characterized by rapid technological advancements, evolving regulatory landscapes, and significant capital requirements for development and scaling. Companies in this space often seek to increase authorized share capital to fund research, development, and expansion, or to pursue strategic acquisitions.

Regulatory Implications

The proposed tenfold increase in authorized Class A common stock (from 200,000,000 to 2,000,000,000 shares) could lead to significant future dilution for existing shareholders if new shares are issued. This action requires careful consideration of its impact on earnings per share and ownership percentages. The company must also ensure compliance with SEC regulations regarding share issuances and proxy solicitations.

What Investors Should Do

  1. Review the proposed amendment to increase authorized Class A common stock to 2,000,000,000 shares.
  2. Vote on the ratification of Malone Bailey, LLP as the independent registered public accounting firm.
  3. Consider the non-binding advisory vote on named executive officer compensation.
  4. Vote in the election of directors.

Key Dates

Glossary

DEF 14A
A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual meeting, including director nominations, executive compensation, and auditor ratification. (This document is the proxy statement for Alpha Modus Holdings, Inc.'s 2025 Annual Meeting, outlining the proposals and providing background information for stockholders' voting decisions.)
Class A common stock
A class of common stock that a company can issue, often with specific voting rights or preferences compared to other classes of stock. (The proposal to increase authorized Class A common stock from 200,000,000 to 2,000,000,000 shares is a central item for stockholder vote, indicating potential future equity financing.)
Certificate of Incorporation
A legal document filed with the state that establishes a corporation and outlines its basic structure, including authorized shares. (The company is seeking to amend and restate its Certificate of Incorporation to facilitate the significant increase in authorized Class A common stock.)
Independent registered public accounting firm
An external audit firm hired by a company to provide an independent opinion on its financial statements. (Stockholders are asked to ratify the appointment of Malone Bailey, LLP as the auditor for the fiscal year ending December 31, 2025.)
Named executive officers
The top executive positions within a company, typically including the CEO, CFO, and other senior leaders, whose compensation is disclosed in proxy statements. (A non-binding advisory vote will be held on the compensation of these officers.)
Record Date
A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (November 17, 2025, is the record date, meaning only stockholders who owned shares on this date are entitled to vote at the December 30, 2025 meeting.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year, such as revenue growth, margin changes, and new risks, is not available in this DEF 14A filing, as it primarily focuses on the upcoming annual meeting and proposals rather than historical financial performance comparisons.

Filing Stats: 4,805 words · 19 min read · ~16 pages · Grade level 12.4 · Accepted 2025-12-03 06:15:04

Filing Documents

DESCRIPTION OF CAPITAL STOCK

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 iv Table of Contents ALPHA MODUS HOLDINGS, INC. 20311 Chartwell Center Dr., #1469, Cornelius, NC 28031 PROXY GENERAL INFORMATION Alpha Modus Holdings, Inc. (" Clean Energy Technologies, " " we ," " us ", " our " or the " Company ") has made these materials available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the Company's solicitation of proxies for use at our 2025 annual meeting of stockholders (the " Annual Meeting " or the " Meeting ") to be held virtually on December 30, 2025, at 1:00 p.m. (Eastern time), at 20311 Chartwell Center Dr., #1469, Cornelius, North Carolina, 28031, and at any postponement(s) or adjournment(s) thereof. These materials were first sent or given to stockholders on December 3, 2025. You are invited to attend the Annual Meeting and are requested to vote on the Proposals described in this Proxy Statement. 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. Registration to attend the Annual Meeting will begin at 12:45 p.m. (15 minutes before the Annual Meeting begins), which can be accomplished using your control number and other information. Once your registration is complete, you can access the Annual Meeting at the link you will receive following registration. After registration is complete and you have entered the Annual Meeting virtually,

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