Alpha Modus Holdings (AMOD) Proxy filing summary

Executive summary

• Special Meeting scheduled for December 6, 2024, to vote on extending the deadline for a business combination from December 7, 2024, to March 7, 2025, and to allow adjournment if needed.

• The extension is sought to provide more time to close the merger with Alpha Modus, which was approved by stockholders on October 29, 2024, but may not close by the current deadline.

• If the extension is not approved or the business combination is not completed by the new deadline, the company will liquidate and redeem all public shares.

• Stockholders can redeem their shares for cash regardless of how they vote, and redemption will reduce the trust account balance.

• The company is facing potential Nasdaq delisting due to not completing a business combination within 36 months of its IPO, with an appeal pending.

Voting matters and shareholder proposals

• Proposal 1: Amend the charter to extend the business combination deadline to March 7, 2025.

• Proposal 2: Authorize adjournment of the Special Meeting if more time is needed to solicit votes.

• Approval of Proposal 1 requires at least 65% of outstanding shares; Proposal 2 requires a majority of votes cast.

• Board unanimously recommends voting in favor of both proposals.

Board of directors and corporate governance

• The board has unanimously approved the extension and the merger with Alpha Modus.

• Sponsor, officers, and directors collectively control a significant voting block and are expected to vote in favor of the proposals.

• Sponsor and insiders have interests that may differ from public stockholders, as they risk losing their investment if no business combination occurs.