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1、2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htm1/175 As filed with the Securities and Exchange Commission on May 19,2025 Registration No.333-287110 UNITED STATESSECURITIES AND EXCHANGE CO

2、MMISSIONWashington,D.C.20549 FORM S-1/A(Amendment No.1)REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 ALPHA MODUS HOLDINGS,INC.(Exact name of registrant as specified in its charter)Delaware 6770 27-2447291(State or other jurisdiction ofincorporation or organization)(Primary Standard Industria

3、lClassification Code Number)(I.R.S.EmployerIdentification No.)20311 Chartwell Center Dr.,#1469Cornelius,NC 28031(704)252-5050(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)William AlessiAlpha Modus Holdings,Inc.20311 Chartwell Center D

4、r.,#1469Cornelius,NC 28031(704)252-5050(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Lance Brunson,Esq.Callie Tempest Jones,Esq.Brunson Chandler&Jones,PLLCWalker Center,14th Floor175 S.Main Street,Suite 1410Salt Lake City,Utah 84111(801)303-

5、5737 Approximate date of commencement of proposed sale to the public:From time to time after this registration statementbecomes effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415under the Securities Act of 1933 che

6、ck the following box:2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htm2/175If this form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securitie

7、s Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.If this form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box andlist the Securities

8、Act registration statement number of the earlier effective registration statement for the same offering.If this form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box andlist the Securities Act registration statement number of the earlier eff

9、ective registration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,smallerreporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smal

10、lerreporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extende

11、d transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay itseffective date until the registrant shal

12、l file a further amendment which specifically states that this registration statementshall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until thisregistration statement shall become effective on such date as the Securities and Exchange Commis

13、sion,acting pursuant tosaid Section 8(a),may determine.2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htm3/175 The information in this prospectus is not complete and may be changed.We may no

14、t sell these securities until theregistration statement filed with the Securities and Exchange Commission is effective.This prospectus is not an offer to sellthese securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is notpermitted.SUBJECT

15、 TO COMPLETION,DATED MAY 19,2025 PRELIMINARY PROSPECTUS ALPHA MODUS HOLDINGS,INC.4,250,000 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the Selling Securityholder(as hereinafter defined)of up to4,250,000 shares of Alpha Modus Holdings,Inc.(“Alpha Modus”or

16、 the“Company”)Class A common stock,par value$0.0001per share(“common stock”),consisting of:(i)up to 3,000,000 shares of Class A common stock issuable to Streeterville Capital,LLC,a Utah limited liability company(the“Selling Securityholder”or the“Investor”)upon the conversion of the SecuredConvertibl

17、e Promissory Note that was originally issued to the Selling Securityholder on or about December 16,2024,assubsequently amended(the“Convertible Note,”and such shares issuable conversion of the Convertible Note the“ConvertibleNote Shares”),and(ii)1,250,000 shares of common stock that constitute pre-de

18、livery shares(the“Pre-Delivery Shares”)issuedto the Selling Securityholder.We are registering the offer and sale of these securities to satisfy registration rights we have granted to the SellingSecurityholder.The Selling Securityholder may offer,sell or distribute all or a portion of the securities

19、hereby registered publicly orthrough private transactions at prevailing market prices or at negotiated prices.We will not receive any of the proceeds from suchsales of the shares of our common stock.We will bear all costs,expenses and fees in connection with the registration of thesesecurities,inclu

20、ding with regard to compliance with state securities or“blue sky”laws.The Selling Securityholder will bear allcommissions and discounts,if any,attributable to their sale of shares of our common stock.See section entitled“Plan ofDistribution”beginning on page 58 of this prospectus.The Selling Securit

21、yholder and any underwriters,broker-dealers or agentsthat participate in the sale of our common stock may be“underwriters”within the meaning of Section 2(a)(11)of the Securities Actof 1933,as amended(the“Securities Act”).The resale of shares of our common stock pursuant to this prospectus could have

22、 a significant negative impact on the tradingprice of our common stock.This impact may be heightened by the fact that,as described above,certain of the SellingSecurityholder acquired shares of our common stock at prices that are well below the current trading price of our common stock.The 4,250,000

23、shares that may be resold and/or issued into the public markets pursuant to this prospectus represent approximately25.3%of the shares of our common stock outstanding as of May 15,2025,after giving effect to the issuance of the ConvertibleNote Shares.Our common stock and public warrants are listed on

24、 the Nasdaq Global Market under the symbols“AMOD”and“AMODW,”respectively.As of May 15,2025,the closing price of our common stock and warrants was$1.34 and$0.07,respectively.We are an“emerging growth company”under applicable federal securities laws and will be subject to reduced publiccompany reporti

25、ng requirements.INVESTING IN OUR SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN THE“RISK FACTORS”SECTION BEGINNING ON PAGE 7 OF THIS PROSPECTUS.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthe securities to be issued under this pro

26、spectus or determined if this prospectus is truthful or complete.Any representationto the contrary is a criminal offense.The date of this prospectus is ,2025.2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/0001641172250

27、11553/forms-1a.htm4/175 TABLE OF CONTENTS PageINTRODUCTORY NOTE AND FREQUENTLY USED TERMS 1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 3SUMMARY OF THE PROSPECTUS 4THE OFFERING 6RISK FACTORS 7USE OF PROCEEDS 20MARKET PRICE AND DIVIDEND INFORMATION 20UNAUDITED PRO FORMA CONDENSED COMBINED FIN

28、ANCIAL INFORMATION AND OTHER DATA 21MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 31BUSINESS 36MANAGEMENT 39EXECUTIVE COMPENSATION 43CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 46DESCRIPTION OF SECURITIES 48SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNE

29、RS AND MANAGEMENT 53SELLING SECURITYHOLDER 55U.S.FEDERAL INCOME TAX CONSIDERATIONS 56PLAN OF DISTRIBUTION 58LEGAL MATTERS 59EXPERTS 59WHERE YOU CAN FIND MORE INFORMATION 60INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus.No one has been authorize

30、d to provide you withinformation that is different from that contained in this prospectus.This prospectus is dated as of the date set forth on thecover hereof.You should not assume that the information contained in this prospectus is accurate as of any date other thanthat date.For investors outside

31、the United States:We have not done anything that would permit this offering or possession ordistribution of this prospectus in any jurisdiction where action for that purpose is required,other than in the United States.You arerequired to inform yourselves about and to observe any restrictions relatin

32、g to this offering and the distribution of this prospectus.i2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htm5/175Table of Contents INTRODUCTORY NOTE AND FREQUENTLY USED TERMS On December 1

33、3,2024(the“Closing”and such date the“Closing Date”),the Company,which was then named InsightAcquisition Corp.,a Delaware corporation(“IAC”),Alpha Modus,Corp.,a Florida corporation(“Legacy Alpha Modus”),andIAC Merger Sub Inc.,a Florida corporation and newly formed wholly-owned subsidiary of IAC(“Merg

34、er Sub”),consummatedthe Business Combination pursuant to the terms of the Business Combination Agreement.On the Closing Date,(i)IAC changed its name to“Alpha Modus Holdings,Inc.”(“Alpha Modus”or the“Company”),(ii)Merger Sub merged with and into Legacy Alpha Modus(the“Merger”),with Legacy Alpha Modus

35、 surviving the Merger as thewholly-owned subsidiary of the Company,(iii)the Company issued 5,295,000 shares of common stock and 7,500,000 shares of theCompanys Series C Preferred Stock to Legacy Alpha Moduss shareholders as Merger consideration in the Business Combination,(iv)the Company issued 1,81

36、7,308 shares of common stock to various parties as required by the Business Combination Agreement,and(v)the parties to the Business Combination Agreement consummated the other transactions contemplated thereby.Unless the context otherwise requires,references in this prospectus to“Alpha Modus,”the“Co

37、mpany,”“us,”“we,”“our”andany related terms prior to the closing of the Business Combination are intended to mean Insight Acquisition Corp.,a Delawarecorporation,and after the closing of the Business Combination,Alpha Modus Holdings,Inc.and its consolidated subsidiaries.“Amended and Restated Charter”

38、means the second amended and restated certificate of incorporation of Alpha Modus,ineffect as of the date of this prospectus.“Business Combination”means the Merger and the other transactions contemplated by the Business Combination Agreement.“Business Combination Agreement”means the Business Combina

39、tion Agreement,dated October 13,2023,as amended bythe First Amendment to the Business Combination Agreement,dated as of June 21,2024,by and among IAC,Merger Sub andLegacy Alpha Modus.“Alpha Modus”means Alpha Modus Holdings,Inc.,a Delaware corporation.“Alpha Modus Board”means the board of directors o

40、f Alpha Modus.“Closing”means the closing of the Business Combination.“common stock”means the common stock,par value$0.0001 per share,of Alpha Modus Holdings,Inc.“DGCL”means the General Corporation Law of the State of Delaware,as amended.“Earnout Shares”means the up to 2,200,000 shares of common stoc

41、k that may be issued to Legacy Alpha Modussecurityholders if certain share prices of common stock are achieved and other conditions are satisfied.“Founder Shares”means IAC common stock initially purchased and provided.“IAC”means Insight Acquisition Corp.,a Delaware corporation,which was renamed“Alph

42、a Modus Holdings,Inc.”inconnection with the Closing.“IAC Board”means the board of directors of IAC prior to the Business Combination.“IAC Charter”means IACs amended and restated certificate of incorporation as filed with the Secretary of State of the Stateof Delaware on December 13,2024.“IAC Class A

43、 common stock”means the Class A common stock,par value$0.0001,of IAC.“IAC Class B common stock”means the Class B common stock,par value$0.0001,of IAC.“IAC IPO”means IACs initial public offering that was consummated by IAC on September 8,2021.“Legacy Alpha Modus”means Alpha Modus,Corp.,a Florida corp

44、oration,and includes the surviving corporation after theMerger.References herein to Alpha Modus will include its subsidiaries,including Legacy Alpha Modus,to the extent reasonablyapplicable 1 2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archive

45、s/edgar/data/1862463/000164117225011553/forms-1a.htm6/175Table of Contents “Legacy Alpha Modus Board”means the board of directors of Legacy Alpha Modus.“Legacy Alpha Modus Series C Preferred Stock”means shares of Series C Redeemable Convertible Preferred Stock,parvalue$0.0001 per share,of Alpha Modu

46、s of Legacy Alpha Modus.“Merger”means the merger of Merger Sub with and into Legacy Alpha Modus,with Legacy Alpha Modus continuing as thesurviving corporation and as a wholly-owned subsidiary of Alpha Modus,in accordance with the terms of the BusinessCombination Agreement.“Merger Sub”means IAC Merge

47、r Sub Inc.,a Florida corporation.“Private Placement”means the private placement consummated simultaneously with the IAC IPO in which IAC issued to theSponsor the Private Placement Warrants.“Private Placement Warrants”means 8,700,000 warrants to purchase shares of IAC Class A common stock issued to t

48、heSponsor and the IAC IPO underwriters in the Private Placement(including the additional warrants purchased after the IAC IPO inconnection with the overallotment securities issued by IACs underwriters).Each Private Placement Warrant entitles the holderthereof to purchase one share of IAC Class A com

49、mon stock for$11.50 per share.“Public Shares”means IAC Class A commonstock underlying the Units sold in the IAC IPO,including any overallotment securities acquired by IACs underwriters.“Public Warrants”means warrants underlying the Units issued in the IAC IPO.Each Public Warrant entitles the holdert

50、hereof to purchase one share of IAC Class A common stock for$11.50 per share.“Sponsor”means Insight Acquisition Sponsor LLC,a Delaware limited liability company,which is an affiliate of MichaelSinger,IACs Executive Chairman and Chief Executive Officer prior to the Closing.“Trust Account”means the tr

51、ust account of IAC,which holds the net proceeds of the IAC IPO,including from overallotmentsecurities sold by IACs underwriters,and the sale of the Private Placement Warrants,together with interest earned thereon,lessamounts released to pay franchise and income tax obligations and up to$100,000 for

52、dissolution expenses,and amounts paidpursuant to redemptions.“Units”means Units issued in the IAC IPO,including any overallotment securities acquired by IACs underwriters,consistingof one share of IAC Class A common stock and one-half of one Public Warrant.“Warrants”means any of the Private Placemen

53、t Warrants and the Public Warrants.2 2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htm7/175Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements containe

54、d in this prospectus may constitute“forward-looking statements”within the meaning of the“safeharbor”provisions of the United States Private Securities Litigation Reform Act of 1995.In addition,any statements that refer toprojections,forecasts or other characterizations of future events or circumstan

55、ces,including any underlying assumptions,areforward-looking statements.Forward-looking statements may be identified by the use of words such as“estimate,”“plan,”“project,”“forecast,”“intend,”“will,”“expect,”“anticipate,”“believe,”“seek,”“target,”“designed to”or other similar expressionsthat predict

56、or indicate future events or trends or that are not statements of historical matters.We caution readers of this prospectusthat these forward-looking statements are subject to risks and uncertainties,most of which are difficult to predict and many ofwhich are beyond our control,that could cause the a

57、ctual results to differ materially from the expected results.These forward-looking statements include,but are not limited to,statements regarding estimates and forecasts of financial and performancemetrics,projections of market opportunity and market share,potential benefits and the commercial attra

58、ctiveness to our customersof our products and services,the potential success of our marketing and expansion strategies,the potential for us to achieve designawards and potential benefits of the Business Combination(including with respect to shareholder value).These statements arebased on various ass

59、umptions,whether or not identified in this prospectus,and on the current expectations of our management andare not predictions of actual performance.These forward-looking statements are provided for illustrative purposes only and are notintended to serve as,and must not be relied on by any investor

60、as,a guarantee,an assurance,a prediction or a definitive statementof fact or probability.Actual events and circumstances are difficult or impossible to predict and will differ from assumptions.Theseforward-looking statements are subject to a number of risks and uncertainties,including:Alpha Modus in

61、ability to achieve or sustain profitability;the viability of Alpha Modus intellectual property;changes in applicable laws or regulations;the possibility that Alpha Modus business or the combined company may be adversely affected by other economicbusiness,changing technology,evolving industry standar

62、ds,and/or competitive factors;the ability of Alpha Modus to obtain,maintain,and protect its intellectual property,and other risks related to enforcementof Alpha Modus intellectual property rights;failure to realize the anticipated benefits of the proposed business combination;risks related to future

63、 market adoption of Alpha Modus technology;risks related to Alpha Modus marketing and growth strategies;the effects of competition on Alpha Modus future business;the ability of Alpha Modus to meet the continued listing standards of The Nasdaq Stock Market;Alpha Modus ability to raise funding on reas

64、onable terms as necessary to develop its products in the timeframecontemplated by its business plan;Alpha Modus ability to execute its business plans and strategy;the outcome of any legal proceedings that may be instituted against us related to the Business Combination;and other risks and uncertaint

65、ies described in this prospectus,including those under the section entitled“Risk Factors.”If any of these risks materialize or any of our assumptions prove incorrect,actual results could differ materially from theresults implied by these forward-looking statements.There may be additional risks that

66、we presently do not know or that wecurrently believe are immaterial that could also cause actual results to differ from those contained in the forward-lookingstatements.In addition,forward-looking statements reflect our expectations,plans or forecasts of future events and views as of thedate of this

67、 prospectus.We anticipate that subsequent events and developments will cause our assessments to change.However,while we may elect to update these forward-looking statements at some point in the future,we specifically disclaim any obligationto do so.These forward-looking statements should not be reli

68、ed upon as representing our assessment as of any date subsequent tothe date of this prospectus.Accordingly,undue reliance should not be placed upon the forward-looking statements.Actual results,performance or achievements may,and are likely to,differ materially,and potentially adversely,from any pro

69、jections and forward-looking statements and the assumptions on which those forward-looking statements were based.There can be no assurance that thedata contained herein is reflective of future performance to any degree.You are cautioned not to place undue reliance on forward-looking statements as a

70、predictor of future performance as projected financial information and other information are based on2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htm8/175estimates and assumptions that are

71、 inherently subject to various significant risks,uncertainties and other factors,many of which arebeyond our control.3 2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htm9/175Table of Content

72、s SUMMARY OF THE PROSPECTUS This summary highlights selected information from this prospectus and does not contain all of the information that isimportant to you in making an investment decision.This summary is qualified in its entirety by the more detailed informationincluded in this prospectus.Bef

73、ore making your investment decision with respect to our securities,you should carefully read thisentire prospectus,including the information under“Risk Factors,”“Managements Discussion and Analysis of FinancialCondition and Results of Operations,”“Unaudited Pro Forma Condensed Combined Financial Inf

74、ormation and Other Data”andthe financial statements included elsewhere in this prospectus.The Company Alpha Modus offers technology as a service.Its core technologies have been deployed on IBMs Bluemix platform and earneda Beacon Award by IBM 2016 for Best New Application on IBM Cloud from an Entrep

75、reneur.Alpha Modus has been recognizedby IBM Watson as a thought leader in technology.As technological innovation is at the core of the company,Alpha Modus hasdeveloped comprehensive end-to-end patented solutions for retailers and consumer brands to bring innovation to consumers andenhance their exp

76、erience at the point of sale.On January 11,2024,Alpha Modus entered into a license agreement with GZ6G Technologies Corp.(“GZ6G”),which givesGZ6G the right to use Alpha Modus patented intellectual property,and pertains to GZ6Gs promotional,advertising,andoperational functions,including co-developmen

77、t arrangements with Alpha Modus for AI-driven advertising solutions for stadiumsand event management.Alpha Modus intends to immediately deploy services under the license,expand event venue serviceofferings in late 2025,and expand service offerings in additional industries in 2025.On January 16,2024,

78、Alpha Modus initiated a patent infringement action against The Kroger Company alleging patentinfringement of several Alpha Modus patents encompassing retail marketing and advertising data-driven technologies to enhanceconsumers in-store experience at the point of decision,which action has since been

79、 settled.On November 12,2024,Alpha Modusinitiated a patent infringement lawsuit against Brookshire Grocery Co.alleging infringement of several Alpha Modus patentspertaining to its 571 patent portfolio,825 patent portfolio,672 patent portfolio,890 patent portfolio and 880 patent portfolio,which encom

80、pass retail marketing and advertising data-driven technologies to enhance consumers in-store experience at the pointof decision.On December 17,2024,Alpha Modus filed a similar patent infringement lawsuit against Wakefern Food Corporationand Shelf Nine LLC(which has since been settled),and on Februar

81、y 3,2025,Alpha Modus filed a patent infringement lawsuitagainst Walgreen Co.On April 15,2025,Alpha Modus filed a patent infringement lawsuit against Optisigns,Inc.On April 10,2024,Alpha Modus entered into a license agreement with Xalles Holdings Inc.and its subsidiary,CashXAI Inc.(“CashX”),which giv

82、es CashX the exclusive right to use all of Alpha Moduss patented intellectual property in connection withCashXs promotional,advertising,and operational functions,including co-development arrangements with Alpha Modus,withinthe Exclusive Industry.The“Exclusive Industry”means the industry relating to

83、self-service kiosks located in retail food,drug andconvenience stores for the purpose of serving Unbanked and Underbanked consumers,by offering banking,phone and insurancesolutions to the consumer.An“Unbanked”consumer means a person that does not have a checking or savings account with anFDIC-insure

84、d institution,and an“Underbanked”consumer means a person that has or had a checking or savings account with anFDIC-insured institution,but regularly uses non-traditional banks such as Venmo or the Cash App,or lenders such as a checkcashing company or payday lender.Alpha Modus intends to immediately

85、deploy services under the license.Although Alpha Modus audited financial statements for the years ended December 31,2024 and 2023,were prepared underthe assumption that it would continue operations as a going concern,the report of its independent registered public accounting firmthat accompanies its

86、 financial statements for the years ended December 31,2024 and 2023,contains a going concern qualificationin which such firm expressed substantial doubt about Alpha Modus ability to continue as a going concern,based on its financialstatements and results at that time,including its lack of current re

87、venues,recurring losses from operations and net capitaldeficiency.The mailing address of Alpha Modus principal executive office is 20311 Chartwell Center Dr.,#1469,Cornelius,NorthCarolina,28031,and its telephone number is(704)252-5050.For more information about Alpha Modus,see the sections entitled“

88、Information About Alpha Modus”and“Alpha ModusManagements Discussion and Analysis of Financial Condition and Results of Operation.Emerging Growth Company We are an“emerging growth company,”as defined in Section 2(a)of the Securities Act,as modified by the Jumpstart OurBusiness Startups Act of 2012(th

89、e“JOBS Act”).As such,we are eligible to take advantage of certain exemptions from variousreporting requirements that are applicable to other public companies that are not“emerging growth companies”including,but notlimited to,not being required to comply with the auditor attestation requirements of S

90、ection 404 of the Sarbanes-Oxley Act of 2002(the“Sarbanes-Oxley Act”),reduced disclosure obligations regarding executive compensation in our periodic reports and proxy2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/0001

91、64117225011553/forms-1a.htm10/175statements,and exemptions from the requirements of holding a non-binding advisory vote on executive compensation andstockholder approval of any golden parachute payments not previously approved.If some investors find our securities lessattractive as a result,there ma

92、y be a less active trading market for our securities and the prices of our securities may be morevolatile.We will remain an emerging growth company until the earlier of:(1)the last day of the fiscal year(a)ending December31,2026,(b)in which we have total annual gross revenue of at least$1.07 billion

93、,or(c)in which we are deemed to be a largeaccelerated filer,which means the market value of our common stock that is held by non-affiliates exceeds$700 million as of theend of the prior fiscal years second fiscal quarter;and(2)the date on which we have issued more than$1.0 billion in non-convertible

94、 debt during the prior three-year period.References herein to“emerging growth company”shall have the meaningassociated with it in the JOBS Act.Smaller Reporting Company Additionally,we are a“smaller reporting company”as defined in Item 10(f)(1)of Regulation S-K.Smaller reportingcompanies may take ad

95、vantage of certain reduced disclosure obligations,including,among other things,providing only two yearsof audited financial statements.We will remain a smaller reporting company until the last day of the fiscal year in which(i)themarket value of our common stock held by non-affiliates exceeds$250 mi

96、llion as of the prior June 30,or(ii)our annual revenuesexceeded$100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds$700 million as of the prior June 30.4 2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.h

97、tmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htm11/175Table of Contents Risk Factors Summary You should consider all the information contained in this prospectus before making a decision to invest in our commonstock or warrants.In particular,you should consider the ri

98、sk factors described under“Risk Factors”beginning on page 7.Suchrisks include,but are not limited to,the following risks:The resale of shares of our common stock pursuant to this prospectus could have a significant negative impact on thetrading price of our common stock.Alpha Modus had net losses an

99、d negative cash flows from operating activities in the past,and it may not achieve orsustain profitability.If Alpha Modus is unable to continue as a going concern,its securities will have little or no value.The artificial intelligence(AI)technology market in which Alpha Modus participates is competi

100、tive.If Alpha Modus fails to adapt to changes in the AI industry,its business may be harmed.Alpha Modus may fail to protect its intellectual property rights and proprietary information.Alpha Modus will likely become subject to intellectual property disputes.Alpha Modus patent portfolio is subject to

101、 evolving legislation,regulations,and rules associated with patent law in theUnited States and other jurisdictions,which may adversely affect its business.Patent litigation is inherently risky,and the USPTO,or other relevant patent offices,may either invalidate Alpha Moduspatents or materially narro

102、w the scope of their claims.Alpha Modus may experience delays in successful enforcement and licensing of its patent portfolio.Because Alpha Modus patents are expected to expire in 2034-2037,its continued operations beyond those dates willdepend on its ability to obtain additional patents with later

103、expiration dates.Alpha Modus lack of patent enforcement and licensing experience could adversely affect its operations.Alpha Modus will incur increased costs as a result of operating as a public company.Alpha Modus management team has limited experience managing a Nasdaq-listed public company.Alpha

104、Modus is a“controlled company”under Nasdaqs listing rules and can rely on exemptions from certain corporategovernance requirements.Alpha Modus may issue additional shares of common or preferred stock,which would dilute the interests of stockholdersand likely present other risks.We may amend the term

105、s of our public warrants in a manner that may be adverse to holders of public warrants without theapproval of all holders.Alpha Modus may redeem unexpired Public Warrants prior to their exercise at a time that is disadvantageous to holders,thereby making Public Warrants worthless.Alpha Modus may be

106、subject to the excise tax included in the Inflation Reduction Act of 2022 in connection withredemptions of our common stock after December 31,2022.We do not expect that we will pay dividends in the foreseeable future.If Alpha Modus fails to develop or maintain an effective system of internal control

107、 over financial reporting,it may not beable to accurately report its financial results or prevent financial fraud.Alpha Modus outstanding Series C Preferred Stock,and the future issuances of other debt securities and equity securities,may adversely affect the Company,including the market price of th

108、e Companys common stock,and be dilutive toexisting stockholders.2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htm12/175 There can be no assurance that Alpha Modus will continue to be listed

109、 on the Nasdaq in the future.The market price of Alpha Moduss common stock may decline.Alpha Moduss failure to meet the continued listing requirements of Nasdaq could result in a delisting of its securities.Alpha Modus is as an“emerging growth company”as well as a smaller reporting company within th

110、e meaning of theSecurities Act,and if the Company takes advantage of certain exemptions from disclosure requirements available toemerging growth companies or smaller reporting companies,this could make the Companys securities less attractive toinvestors and may make it more difficult to compare the

111、Companys performance with other public companies.The future exercise of registration rights may adversely affect the market price of our common stock.5 2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/

112、forms-1a.htm13/175Table of Contents THE OFFERING IssuerAlpha Modus Holdings,Inc.Securities offered by the Selling SecurityholderWe are registering the resale by the Selling Securityholder namedin this prospectus,or their permitted transferees,of an aggregateof 4,250,000 shares of common stock,consis

113、ting of up to:3,000,000 Convertible Note Shares and 1,250,000 Pre-DeliveryShares.Use of proceedsWe will not receive any of the proceeds from the sale of thecommon stock or warrants by the Selling Securityholder.See“Use of Proceeds”for additional information.Common stock issued and outstanding immedi

114、ately after thisofferingOn a pro forma basis before and after giving effect to issuance ofthe Convertible Note Shares:13,828,806 shares of common stock prior to the issuanceof any Convertible Note Shares;and 16,828,806 shares of common stock assuming the issuanceof all 3,000,000 of the Convertible N

115、ote Shares.Nasdaq ticker symbolsOur common stock and Public Warrants are currently listed onNasdaq under the symbol“AMOD”and“AMODW,”respectively.Risk factorsAny investment in the securities offered hereby is speculative andinvolves a high degree of risk.You should carefully consider theinformation s

116、et forth under“Risk Factors”and elsewhere in thisprospectus.The resale of shares of our common stock pursuant to thisprospectus could have a significant negative impact on thetrading price of our common stock.Unless we specifically state otherwise or the context otherwise requires,the information ab

117、ove is as of May 15,2025,does notgive effect to issuances of our common stock,warrants or options to purchase shares of our common stock,or the exercise ofwarrants or options after such date,and excludes:2,200,000 Earnout Shares;and Approximately 20,700,000 shares of common stock in the aggregate is

118、suable upon exercise of the Private PlacementWarrants and Public Warrants.6 2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htm14/175Table of Contents RISK FACTORS Investment in our securitie

119、s involves risk.You should carefully consider the following risk factors in addition to the otherinformation included in this prospectus,including matters addressed in the section entitled“Cautionary Note Regarding Forward-Looking Statement.”Please see the section entitled“Where You Can Find More In

120、formation”in this prospectus.These risk factorsare not exhaustive,and investors are encouraged to perform their own investigation with respect to our business,financialcondition and prospects.We may face additional risks and uncertainties that are not presently known to us,or that we currentlydeem i

121、mmaterial,which may also impair our business or financial condition.The following discussion should be read inconjunction with“Unaudited Pro Forma Condensed Combined Financial Information and Other Data,”the financial statementsand notes to the financial statements included herein.The resale of shar

122、es of our common stock pursuant to this prospectus could have a significant negative impact on the tradingprice of our common stock.The resale of shares of our common stock pursuant to this prospectus could have a significant negative impact on thetrading price of our common stock.The 4,250,000 shar

123、es that may be resold and/or issued into the public markets pursuant to thisprospectus represent approximately 25.3%of the shares of our common stock outstanding as of May 15,2025(after giving effectto the issuance of the Convertible Note Shares).Security Purchase price%of shares Potential profit pe

124、r shareConvertible NoteShares(3,000,000 shares)andPre-Delivery Shares(1,250,000 shares)To be issued upon conversion of the SecuredConvertible Promissory Note held by theSelling Securityholder,at a conversion priceno less than$1.25 per share 25.3%(after givingeffect to theissuance of theConvertible N

125、oteShares)Up to$0.09 per share(notincluding profit from the originalissue discount,interest,and otherfees due under the ConvertibleNote)Calculations based on(i)13,828,806 shares of common stock and 20,700,000 warrants outstanding,in each case as of May 15,2025,and(ii)sales of shares of common stock

126、at a price of$1.34 per share,which reflect the closing price of the common stock asof May 15,2025.Unless otherwise noted,assumes no issuance of Earnout Shares,Private Warrant Shares or Public WarrantShares.The Selling Securityholder will determine the timing,pricing and rate at which they sell such

127、shares into the publicmarket.Sales by the Selling Securityholder may cause the trading prices of our securities to experience a further decline.Risks Related to Alpha Modus Business and Industry Alpha Modus had net and operating losses and negative cash flows from operating activities in the past,an

128、d it may not achieveor sustain profitability.Although Alpha Modus had net income in 2024,it had an operating loss of$834,895 and net cash used in operating activitiesof$1,676,499 in 2024,and a net loss of$501,295 and net cash used in operating activities of$515,181 in 2023.Alpha Moduscannot assure y

129、ou that it will be able to generate net profit or positive cash flows from operating activities in the future.Its futurerevenue growth and profitability will depend on a variety of factors,many of which are beyond its control.These factors includeeffectiveness of its monetization strategy,its abilit

130、y to control costs and expenses and to manage its growth effectively,marketcompetition,and the macroeconomic and regulatory environment.Alpha Modus may fail to develop and improve its operational,financial and managerial controls,enhance its financial reporting systems and procedures,recruit,train a

131、nd retain skilledprofessional personnel,or maintain customer satisfaction to effectively support and manage its future growth.If Alpha Modusinvests substantial time and resources to expand its patent family but fails to manage the growth of its business and capitalize on itsgrowth opportunities effe

132、ctively,it may not be able to achieve profitability,and its business,financial condition,results ofoperations and prospects would be materially and adversely affected.If Alpha Modus is unable to continue as a going concern,its securities will have little or no value.Although Alpha Modus audited fina

133、ncial statements for the years ended December 31,2024 and 2023,were prepared underthe assumption that it would continue our operations as a going concern,the reports of its independent registered public accountingfirm that accompanies its financial statements for the years ended December 31,2024 and

134、 2023,contain a going concernqualification in which such firms expressed substantial doubt about Alpha Modus ability to continue as a going concern,based onits financial statements and results at that time,including its lack of current revenues,recurring losses from operations and netcapital deficie

135、ncy.Alpha Modus expects to continue to incur significant expenses and operating losses in 2025.Alpha Modus prior losses andexpected future losses have had,and will continue to have,an adverse effect on its financial condition.In addition,continued2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/00

136、0164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htm15/175operations and Alpha Modus ability to continue as a going concern may be dependent on its ability to obtain additional financingin the near future and thereafter,and there are no assuranc

137、es that such financing will be available to it at all or will be available insufficient amounts or on reasonable terms.Alpha Modus financial statements do not include any adjustments that may result fromthe outcome of this uncertainty.If Alpha Modus is unable to generate sufficient additional funds

138、in the future through operations,financings or from other sources or transactions,it will exhaust its resources and will be unable to continue operations.If it cannotcontinue as a going concern,its shareholders would likely lose most or all of their investment in it.7 2025/5/21 15:49sec.gov/Archives

139、/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htm16/175Table of Contents The artificial intelligence(AI)technology market in which Alpha Modus participates is competitive,and if it does not competeeffectively,its busines

140、s,operating results and financial condition could be harmed.The AI market is competitive and rapidly evolving.The principal competitive factors in Alpha Modus market include researchand development capabilities,industry know-how,continuous capital investment,product portfolio,among others.Many of Al

141、phaModus competitors have substantial competitive advantages,including larger scale,longer operating history,greater brandrecognition,more established relationships with customers,suppliers and partners,and greater financial,research and development,marketing and other resources.As a result,Alpha Mo

142、dus competitors may be able to respond more quickly and effectively thanAlpha Modus can to new or changing opportunities,technologies,standards or customer requirements.In addition,somecompetitors may offer products,solutions and services that address one or more number of functions with greater dep

143、th,application,or functionality greater than Alpha Modus solutions and technologies.Alpha Modus existing and potentialcompetitors may develop and market new products,solutions and services with functionality comparable to it.If Alpha Modus isunable to compete successfully against its current or pote

144、ntial competitors,its business,financial condition,and results ofoperations may be materially and adversely impacted.If Alpha Modus fails to adapt and respond effectively to rapidly changing technology,evolving industry standards,changingregulations,and changing customer needs,requirements or prefer

145、ences,its business may be materially and adversely affected.The AI industry market is subject to rapid technological changes,evolving industry standards,regulations and customer needs,requirements and preferences.The success of Alpha Modus business will depend,in part,on its ability to adapt and res

146、pond tothese changes on an effective and timely basis.If it fails to improve its technologies in a way that satisfies potential users orcustomers of intellectual property that keep pace with rapid technological and industry changes,its business,operating results andfinancial condition could be adver

147、sely affected.If new technologies emerge that are able to deliver competitive products,solutionsand services at lower prices,more efficiently,more conveniently or more securely,such technologies could adversely impact AlphaModus ability to compete effectively.Issues arising in connection with the us

148、e of AI in the market generally may result in reputational harm or liability to AlphaModus.As with many disruptive innovations,AI presents risks and challenges that could affect its adoption,and therefore AlphaModus business.AI algorithms may be flawed.Datasets may be insufficient or contain biased

149、information.Inappropriate orcontroversial data practices could impair the acceptance of AI solutions.These deficiencies could undermine the decisions,predictions,or analysis AI applications produce,subjecting the providers of AI technologies generally,including Alpha Modus,tocompetitive harm,legal l

150、iability,and brand or reputational harm.Some AI scenarios present ethical or data privacy issues.If AlphaModus enables or offers AI solutions that are controversial because of their impact on human rights,privacy,employment,or othersocial issues,it may experience brand or reputational harm.Risks Rel

151、ated to Alpha Modus Intellectual Property Alpha Modus may fail to obtain,maintain,and protect its intellectual property rights and proprietary information or preventthird parties from any unauthorized use of its technologies.Alpha Modus trade secrets,trademarks,patents,and other intellectual propert

152、y rights are critical to its success.Alpha Modusexpects to rely on confidentiality agreements and non-compete agreements with third parties to protect its intellectual properties.However,events beyond its control may pose threats to its intellectual property rights and the integrity of its technolog

153、ies andbrand.Effective protection of Alpha Modus intellectual property rights is expensive and challenging.While Alpha Modus hastaken measures to protect its intellectual property rights by filing patent applications,pursuing patent prosecution,and obtainingpatents in the United States,such efforts

154、are inadequate to guard against and prohibit potential infringement and misappropriation.In addition,Alpha Modus intellectual property rights may be declared invalid or unenforceable by the courts.Furthermore,AlphaModus cannot assure you that any of its pending patent or other intellectual property

155、rights applications will ultimately proceed toregistration or will result in registration with adequate scope for its business.Some of Alpha Modus applications or registrationsmay be successfully challenged or invalidated by others.If Alpha Modus intellectual property rights applications are notsucc

156、essful,it may have to use different intellectual property rights for its affected technologies,or seek to enter into arrangementswith any third parties who may have prior registrations,applications or rights,which might not be available on commerciallyreasonable terms,if at all.If Alpha Modus fails

157、to protect or enforce its intellectual property rights,its competitors may use itstechnologies without authorization.As a result,future customers and partners could then devalue Alpha Modus technologies,andAlpha Modus ability to compete effectively may be impaired,which could have a material adverse

158、 effect on its business,financialcondition and results of operations.Alpha Modus will likely become subject to intellectual property disputes,which are typically costly and may subject us tosignificant liability and increased costs of business.2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/00016

159、4117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htm17/175Alpha Modus competes in markets where there are a large number of patents,copyrights,trademarks,trade secrets,and otherintellectual and proprietary rights,as well as disputes regarding infri

160、ngement of these rights.Alpha Modus intends to enforce itspatent rights by bringing legal claims against other parties,and its competitors and other third parties may,whether rightly orfalsely,bring legal claims against it for infringing on their intellectual property rights.The intellectual propert

161、y laws in the UnitedStates,which cover the validity,enforceability and scope of protection of intellectual property rights,are evolving,and litigation isa popular means to resolve commercial disputes.Any intellectual property lawsuits against Alpha Modus,whether successful ornot,may harm our brand a

162、nd reputation.Prosecuting and defending intellectual property claims is costly and can impose a significant burden on our management andresources.Any intellectual property litigation to which Alpha Modus becomes a party may require it to do one or more of thefollowing:cease selling,licensing,or usin

163、g products or features that incorporate the intellectual property rights that Alpha Modusallegedly infringes,misappropriates,or violates;make substantial payments for legal fees,settlement payments,or other costs or damages,including indemnification ofthird parties;obtain a license or enter into a r

164、oyalty agreement,either of which may not be available on reasonable terms or at all,inorder to obtain the right to sell or use the relevant intellectual property;or redesign the allegedly infringing products or services to avoid infringement,misappropriation,or violation,which couldbe costly,time-co

165、nsuming,or impossible.Further,there is no guarantee that Alpha Modus can obtain favorable judgment in its legal cases,in which case it may need topay damages or be forced to cease using certain intellectual property that is critical to our technology or service offerings.Anyresulting liabilities or

166、expenses or required changes to technologies may have a material adverse effect on Alpha Modus business,results of operations,and prospects.8 2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.h

167、tm18/175Table of Contents Alpha Modus intellectual property business is reliant on the strength of is patent portfolios and is subject to evolvinglegislation,regulations,and rules associated with patent law,which may adversely affect its business.The success of Alpha Modus intellectual property busi

168、ness is heavily dependent on obtaining and enforcing patents.Patentacquisition and enforcement is costly,time-consuming,and inherently uncertain.Obtaining and enforcing patents across variousindustries,including the artificial intelligence industry,involves a high degree of technological and legal c

169、omplexity.Alpha Moduspatent rights may be affected by developments or uncertainty in U.S.or foreign patent statutes,patent case law,U.S.Patent andTrademark Office(“USPTO”)rules and regulations and the rules and regulations of foreign patent offices.In addition,the UnitedStates may,at any time,enact

170、changes to U.S.patent law and regulations,including by legislation,by regulatory rulemaking,or byjudicial precedent,that adversely affect the scope of patent protection available and weaken the rights of patent owners to obtainpatents,enforce against patent infringement and obtain injunctions and/or

171、 damages.For example,over the past several years,theCourt of Appeals for the Federal Circuit and the Supreme Court issued various opinions,and the USPTO modified its guidance forpractitioners on multiple occasions,either narrowing the scope of patent protection available in certain circumstances or

172、weakeningthe rights of patent owners in certain situations.Other countries may likewise enact changes to their patent laws in ways thatadversely diminish the scope of patent protection and weaken the rights of patent owners to obtain patents,enforce against patentinfringement,and obtain injunctions

173、and/or damages.In addition to increasing uncertainty with regard to Alpha Modus ability toobtain patents in the future,this combination of events has created uncertainty with respect to the value of patents,once obtained.Alpha Modus cannot predict the breadth of claims that may be allowed or enforce

174、d in its patents or in third-party patents,andwhether Congress or other foreign legislative bodies may pass patent reform legislation that is unfavorable to it,which may,in turn,affect the value of its patent assets.Further,the United States and other governments may,at any time,enact changes to law

175、 and regulation that create newavenues for challenging the validity of issued patents.For example,the Leahy-Smith America Invents Act(described in more detailin the following risk factor)created new administrative post-grant proceedings,including post-grant review,inter-partes review,and derivation

176、proceedings that allow third parties to challenge the validity of issued patents.This applies to all of Alpha Moduspatents.Because of a lower evidentiary standard in USPTO proceedings compared to the evidentiary standard in U.S.federal courtsnecessary to invalidate a patent claim,a third party could

177、 potentially provide evidence in a USPTO proceeding sufficient for theUSPTO to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented in adistrict court action.In addition to increasing uncertainty with regard to Alpha Modus ability to obt

178、ain patents in the future,thiscombination of events has created uncertainty with respect to the value of patents,once obtained.Depending on decisions by theU.S.Congress,the federal courts,and the USPTO,the laws and regulations governing patents could change in unpredictable waysthat could weaken Alp

179、ha Modus ability to obtain new patents or to enforce its existing patents and patents that it might obtain inthe future.Additionally,new rules regarding the burden of proof in patent enforcement actions could significantly increase the cost ofAlpha Modus enforcement actions,and new standards or limi

180、tations on liability for patent infringement could negatively impactAlpha Modus revenue derived from such enforcement actions.In addition,recent federal court decisions have lowered thethreshold for obtaining attorneys fees in patent infringement cases and increased the level of deference given to a

181、 district courtsfee-shifting determination.These decisions may make it easier for district courts to shift a prevailing partys attorneys fees to anon-prevailing party if the district court believes that the case was weak or conducted in an abusive manner.As a result,defendantsin patent infringement

182、actions brought by non-practicing entities may elect not to settle because these decisions make it mucheasier for defendants to get attorneys fees.Finally,it is difficult to predict the outcome of patent enforcement litigation at the trial level and outcomes can be unfavorable.It can be difficult to

183、 understand complex patented technologies,and as a result,this may lead to a higher rate of unfavorablelitigation outcomes.Moreover,in the event of a favorable outcome,there is often a higher rate of successful appeals in patentenforcement litigation than more standard business litigation.Such appea

184、ls are expensive and time consuming,resulting inincreased costs and a potential for delayed or foregone revenue opportunities in the event of modification or reversal of favorableoutcomes.Although Alpha Modus plans to diligently pursue enforcement litigation,it cannot predict with reliability the de

185、cisionsthat may made by juries and trial courts.Changes to patent laws in the United States and other jurisdictions could diminish the value of patents in general,therebyimpairing Alpha Modus ability to protect its product or its current or future product candidates.Alpha Modus success is heavily de

186、pendent on intellectual property,particularly patents.Obtaining and enforcing patents iscostly,time consuming and inherently uncertain.Patent reform legislation in the United States and other countries,including theLeahy-Smith America Invents Act(the“Leahy-Smith Act”),contributes to those uncertaint

187、ies and costs.The Leahy-Smith Actincludes a number of significant changes to U.S.patent law.These include provisions that have affected the way patent applicationsare prosecuted and have redefined prior art and provided more efficient and cost-effective avenues for competitors to challenge thevalidi

188、ty of patents.In addition,the Leahy-Smith Act has transformed the U.S.patent system into a first-to-file system in which,assuming that other requirements of patentability are met,the first inventor to file a patent application will be entitled to the patentregardless of whether a third party was fir

189、st to invent the claimed invention.A third party that has filed a patent application in theUSPTO after March 2013 but before Alpha Modus could therefore be awarded a patent covering an invention of Alpha Modus2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/ww

190、w.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htm19/175even if Alpha Modus had made the invention before it was made by such third party.This requires Alpha Modus or its licensees tobe cognizant of the time from invention to filing of a patent application.Furthermore,Alpha Modus

191、ability to obtain and maintainvalid and enforceable patents depends on whether the differences between its technology and the prior art allow its technology tobe patentable over the prior art.Since patent applications in the United States and most other countries are confidential for a periodof time

192、 after filing or until issuance,Alpha Modus cannot be certain that it was the first to either(i)file any patent applicationrelated to its product or product candidates,or(ii)invent any of the inventions claimed in its patents or patent applications.Evenwhere Alpha Modus has a valid and enforceable p

193、atent,Alpha Modus or its licensees may not be able to exclude others frompracticing the claimed invention where the other party can show that they used the invention in commerce before our filing date orthe other party benefits from a compulsory license.Among some of the other changes introduced by

194、the Leahy-Smith Act are changes that(i)affect the way patent applicationsare prosecuted,(ii)redefine prior art,and(iii)provide more efficient and cost-effective avenues for competitors to challenge thevalidity of patents.These include changes that limit where a patentee may file a patent infringemen

195、t suit and provide newopportunities for third parties to challenge issued patents in the USPTO.Alpha Modus or its licensees may be subject to the risk ofthird-party prior art submissions on pending applications or become a party to opposition,derivation,reexamination,inter partesreview,post-grant re

196、view or interference proceedings challenging our patents.There is a lower standard of evidence necessary toinvalidate a patent claim in a USPTO proceeding relative to the standard in U.S.district or federal court.This could lead thirdparties to challenge and successfully invalidate Alpha Modus or it

197、s licensees patents that would not otherwise be invalidated ifchallenged through the court system.Accordingly,a third party may attempt to use the USPTO procedures to invalidate AlphaModus or its licensees patent claims that would not have been invalidated if first challenged by the third party as a

198、 defendant in adistrict court action.Thus,the Leahy-Smith Act and its implementation increase the uncertainties and costs surrounding theprosecution of Alpha Modus or its future licensees patent applications and the enforcement or defense of Alpha Modus issuedpatents,all of which could have a materi

199、al adverse effect on our business,financial condition,results of operations and prospects.9 2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htm20/175Table of Contents Additionally,the U.S.Sup

200、reme Court has ruled on several patent cases in recent years,either narrowing the scope of patentprotection available in certain circumstances or weakening the rights of patent owners in certain situations.In addition,there havebeen recent proposals for additional changes to the patent laws of the U

201、nited States and other countries that,if adopted,couldimpact Alpha Modus or its licensees ability to obtain or maintain patent protection for Alpha Modus or its out-licensed proprietarytechnology or Alpha Modus or its licensees ability to enforce Alpha Modus or its out-licensed proprietary technolog

202、y,respectively.Depending on future actions by the U.S.Congress,the U.S.courts,the USPTO and the relevant law-making bodies inother countries,the laws and regulations governing patents could change in unpredictable ways that would weaken Alpha Modusability to obtain new patents;enforce or shorten the

203、 term of Alpha Modus or its licensees existing patents and patents that might beobtained in the future;shorten the term that has been lengthened by patent term adjustment of existing patents or patents that AlphaModus might obtain in the future;or challenge the validity or enforceability of Alpha Mo

204、dus patents that may be asserted againstAlpha Modus by competitors or other third parties.Any of these outcomes could have a material adverse effect on Alpha Modusbusiness.For example,with respect to patent term adjustment,the Federal Circuits recent holding in In re Cellect,LLC,81 F.4th1216(Fed.Cir

205、.2023),that obviousness-type double patent analysis for a patent that has received patent term adjustment must bebased on the expiration date of the patent after the patent term adjustment has been added,may negatively impact the term of AlphaModus patents.Finally,Europes new Unitary Patent system a

206、nd Unified Patent Court(the“UPC”)may present uncertainties for AlphaModus ability to protect and enforce patent rights against competitors in Europe.In 2012,the European Patent Package(the“EUPatent Package”),regulations were passed with the goal of providing a single pan-European Unitary Patent syst

207、em and a newUPC for litigation involving European patents.Implementation of the EU Patent Package occurred in June 2023.Under the UPC,all European patents,including those issued prior to ratification of the European Patent Package,will by default automatically fallunder the jurisdiction of the UPC.T

208、he UPC will provide Alpha Modus competitors with a new forum to centrally revoke Europeanpatents and allow for the possibility of a competitor to obtain pan-European injunctions.It will be several years before AlphaModus will understand the scope of patent rights that will be recognized and the stre

209、ngth of patent remedies that will be providedby the UPC.Under the EU Patent Package,Alpha Modus will have the right to opt patents out of the UPC over the first seven yearsof the courts existence,but doing so may preclude Alpha Modus from realizing the benefits of the new unified court.Patent litiga

210、tion is inherently risky because courts may find Alpha Modus patents invalid,not infringed,or unenforceable,andthe USPTO,or other relevant patent office,may either invalidate Alpha Modus patents or materially narrow the scope of theirclaims during the course of a reexamination,opposition or other su

211、ch proceeding.Patent litigation is inherently risky and may result in the invalidation of Alpha Modus patents,even if it is the plaintiff in anunderlying action.It is difficult to predict the outcome of patent enforcement litigation at any level.Although Alpha Modus intendsto diligently pursue enfor

212、cement litigation,it cannot predict with significant reliability the decisions made by juries and trial courts.At the trial level,it is often difficult for juries and trial judges to understand complex,patented technologies,and as a result,there isa higher rate of successful appeals in patent enforc

213、ement litigation than more standard business litigation.The defendant to any case Alpha Modus brings may file as many appeals as allowed by right,including to District Court,theFederal Circuit and the Supreme Court.Such appeals are expensive and time-consuming,and the outcomes of such appeals aresom

214、etimes unpredictable,resulting in increased costs and reduced or delayed revenue which could have a material adverse effecton Alpha Modus results of operations and financial condition.These appeals may also result in the invalidation of Alpha Moduspatents,which may have an adverse impact on Alpha Mo

215、dus operations and financial performance.The enforcement of Alpha Modus intellectual property rights depends in part upon its ability to retain the best legal counsel inorder to achieve favorable outcomes from litigation,and Alpha Modus desired legal counsel may become conflicted out of suchrepresen

216、tation.The success of Alpha Modus intellectual property enforcement efforts will depend in part upon its ability to retain the bestlegal counsel to coordinate its patent infringement litigation matters.As Alpha Modus intellectual property business evolves,Alpha Modus expects that it will become more

217、 difficult to find the best legal counsel to handle all of its patent enforcement mattersdue in part to potential conflicts of interest.This is because,from time to time,the counterparties to litigation matters havepreviously engaged world class law firms that are specialized in connection with the

218、industries of the patents at issue in suchmatters.These previous engagements may have,or may in the future,result in these firms being conflicted out of representing us.In addition,counterparties in Alpha Modus patent litigation matters may devote a substantial amount of resources to avoid orlimit a

219、 finding that they are liable for infringing on Alpha Modus patents or,in the event liability is found,to avoid or limit theamount of associated damages.There is a risk these counterparties may file inter-partes reviews,reexaminations or otherproceedings with the USPTO or other government agencies i

220、n the United States or abroad in an attempt to invalidate,narrow thescope or render unenforceable the patents Alpha Modus owns or controls.If this were to occur,it may have a significant negativeimpact on Alpha Modus intellectual property.2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/0001641172

221、25011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htm21/175The inability to retain the best legal counsel to represent Alpha Modus in infringement actions may result in unfavorable oradverse outcomes,which may result in losses,exhaustion of financial res

222、ources or other adverse effects which could encumberAlpha Modus ability to effectively operate its business or execute its business strategy.Alpha Modus cannot provide any assurancethat any prospective patent prosecution or litigation matters will result in a favorable outcome.Alpha Modus may experi

223、ence delays in successful prosecution,enforcement,and licensing of its patent portfolio.The value of Alpha Modus patent portfolios is dependent upon the issuance of patents in a timely manner.More patentapplications are filed each year.Alpha Modus believes this increase in patent applications has re

224、sulted in longer delays in obtainingapproval of pending patent applications.If the USPTO experiences reductions in funding,it could have an adverse impact on thecost of processing pending patent applications and the value of those pending patent applications,negatively impacting the value ofAlpha Mo

225、dus patent applications.Further,reductions in funding from Congress could result in higher patent application filing andmaintenance fees charged by the USPTO,causing an increase in Alpha Modus expenses.Application delays could cause delays inrecognizing revenue from these patents and could cause Alp

226、ha Modus to miss opportunities to license patents before othercompeting technologies are developed or introduced into the market.After prosecuting Alpha Modus patents,Alpha Modus intellectual property business can incur significant general andadministrative and legal expenses prior to entering into

227、license agreements and generating license revenues.Alpha Modus plans tospend considerable resources educating prospective licensees on the benefits of a license arrangement with it.As such,AlphaModus may incur significant losses in any particular period before any associated revenue stream begins.10

228、 2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htm22/175Table of Contents Alpha Modus believes that it will frequently be engaged in litigation to enforce its patents,protect its trade secr

229、ets,ordetermine the validity and scope of the proprietary rights of others.Enforcement proceedings are typically protracted and complex.The costs are typically substantial,and the outcomes are unpredictable.Enforcement actions divert managerial,technical,legal andfinancial resources from business op

230、erations,and there are no assurances that such enforcement actions will result in favorableresults for Alpha Modus.Patent litigation schedules in general,and in particular trial dates,are subject to routine adjustment,and in most cases delay,ascourts adjust their calendars or respond to requests fro

231、m one or more parties.Trial dates often are rescheduled by the court forvarious reasons that are often unrelated to the underlying patent assets and typically for reasons that are beyond our control.As aresult,to the extent such events are an indicator of possible future revenue opportunities for Al

232、pha Modus,or other outcomedeterminative events,they may and often do change which can result in delay of the expected scheduled event.Any such delaycould be significant and could affect the corresponding future revenue opportunities,thus adversely impacting Alpha Modusbusiness,results of operations

233、and financial condition.Further,federal courts are becoming more crowded,and as a result,patent enforcement litigation is taking longer.AlphaModus anticipated patent enforcement actions are expected to be almost exclusively prosecuted in federal court.Federal trialcourts that hear patent enforcement

234、 actions also hear criminal cases.Criminal cases tend to take priority over patent enforcementactions.As a result,it is difficult to predict the length of time it will take to complete an enforcement action.Moreover,AlphaModus believes there is a trend in increasing numbers of civil lawsuits and cri

235、minal proceedings before federal judges,and,as aresult,it believes that the risk of delays in patent enforcement actions will have a greater negative effect on Alpha Modus businessin the future unless this trend changes.Because Alpha Modus patents are expected to expire in 2034-2037,its continued op

236、erations beyond those dates will depend onits ability to obtain additional patents with later expiration dates.Alpha Modus current patents are expected to expire in 2034-2037.If Alpha Modus does not obtain patents or other intellectualproperty with expiration dates that extend beyond those years,its

237、 operations would be adversely affected.Alpha Modus lack of patent enforcement and licensing experience could adversely affect its operations.Alpha Modus has limited patent enforcement experience and cannot provide any assurance that it will be able to effectivelymanage patent enforcement efforts.Pa

238、tent enforcement litigation is complex and needs to be closely and carefully managed.Because Alpha Modus does not have experience in managing patent enforcement efforts,it may not do so effectively,and itsenforcement efforts could be harmed as a result.Similarly,Alpha Modus has limited experience ma

239、naging intellectual propertylicensing programs,and this lack of experience could impair its ability to execute its business plans.Alpha Modus may not be able to protect its intellectual property rights throughout the world.Filing,prosecuting,and defending patents in all countries throughout the worl

240、d would be prohibitively expensive,andintellectual property rights in some countries outside the United States could be less extensive than those in the United States.Alpha Modus may not choose,or be able,to obtain patent protection outside the United States.In addition,the laws of someforeign count

241、ries do not protect intellectual property rights to the same extent as federal and state laws in the United States,even injurisdictions where Alpha Modus does pursue patent protection.Consequently,Alpha Modus may not be able to prevent thirdparties from practicing its intellectual property in all co

242、untries outside the United States,even in jurisdictions where it does pursuepatent protection.Competitors may use Alpha Modus technologies in jurisdictions where it has not pursued and obtained patent protection and,further,may export otherwise infringing products to territories where Alpha Modus ha

243、s patent protection,but enforcement is not asstrong as that in the United States.These products may compete with Alpha Modus technologies.Alpha Modus patents or otherintellectual property rights may not be effective or sufficient to prevent them from competing.Many companies have encountered signifi

244、cant problems in protecting and defending intellectual property rights in foreignjurisdictions.The legal systems of certain countries,particularly certain developing countries,do not favor the enforcement ofpatents,trade secrets,and other intellectual property protection,particularly those relating

245、to technology products,which couldmake it difficult for Alpha Modus to stop infringement of its intellectual property.Proceedings to enforce patent rights in foreignjurisdictions could result in substantial costs and divert Alpha Modus efforts and attention from other aspects of its business,couldpu

246、t its patents at risk of being invalidated or interpreted narrowly and patent applications at risk of not issuing,and could provokethird parties to assert claims against it.Alpha Modus may not prevail in any lawsuits that it initiates,and the damages or otherremedies awarded,if any,may not be commer

247、cially meaningful.Accordingly,Alpha Modus efforts to enforce intellectual propertyrights around the world may be inadequate to obtain a significant commercial advantage from its intellectual property.Many countries have compulsory licensing laws under which a patent owner may be compelled to grant l

248、icenses to thirdparties.In addition,many countries limit the enforceability of patents against government agencies or government contractors.In2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.

249、htm23/175these countries,the patent owner may have limited remedies,which could materially diminish the value of such patent.If AlphaModus is forced to grant a license to third parties with respect to any of its patents,its competitive position may be impaired,andits business,financial condition,res

250、ults of operations,and prospects may be adversely affected.Risks Related to Being a Public Company Alpha Modus will incur increased costs as a result of operating as a public company,and its management will devotesubstantial time to compliance with its public company responsibilities and corporate g

251、overnance practices.Alpha Modus will incur significant legal,accounting and other expenses that it did not incur as a private company,and theseexpenses may increase even more after Alpha Modus is no longer an emerging growth company,as defined in Section 2(a)of theSecurities Act.As a public company,

252、Alpha Modus will be subject to the reporting requirements of the Exchange Act,the Sarbanes-Oxley Act,and the Dodd-Frank Act,as well as rules adopted,and to be adopted,by the SEC and Nasdaq,and other applicablesecurities rules and regulations,which impose various requirements on public companies,incl

253、uding the establishment andmaintenance of effective disclosure and financial controls and changes in corporate governance practices.Alpha Modusmanagement and other personnel will need to devote a substantial amount of time to these public company requirements.Moreover,Alpha Modus expects these rules

254、 and regulations to substantially increase its legal and financial compliance costs and tomake some activities more time-consuming and costly.The increased costs will increase Alpha Modus net loss.Alpha Modus mayneed to hire additional legal,accounting and financial staff with appropriate public com

255、pany experience and technical accountingknowledge and maintain an internal audit function.11 2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htm24/175Table of Contents In addition,changing la

256、ws,regulations,and standards relating to corporate governance and public disclosure are creatinguncertainty for public companies,increasing legal and financial compliance costs,and making some activities more timeconsuming.These laws,regulations,and standards are subject to varying interpretations a

257、nd may evolve over time as new guidanceis provided by regulatory and governing bodies.This could result in continuing uncertainty regarding compliance matters andhigher costs necessitated by ongoing revisions to disclosure and governance practices.Alpha Modus intends to invest resources tocomply wit

258、h evolving laws,regulations,and standards,and this investment may result in increased general and administrativeexpenses and a diversion of managements time and attention from revenue-generating activities to compliance activities.If AlphaModuss efforts to comply with new laws,regulations,and standa

259、rds differ from the activities intended by regulatory or governingbodies due to ambiguities related to their application and practice,regulatory authorities may initiate legal proceedings againstAlpha Modus and its business may be adversely affected.The rules and regulations applicable to public com

260、panies make it more expensive for Alpha Modus to obtain and maintaindirector and officer liability insurance,and Alpha Modus may be required to accept reduced coverage or incur substantially highercosts to obtain coverage.These factors could also make it more difficult for Alpha Modus to attract and

261、 retain qualified members ofits board of directors,particularly to serve on Alpha Moduss audit committee and compensation committee,and qualifiedexecutive officers.Alpha Modus cannot predict or estimate the amount or timing of additional costs it may incur to respond to these requirements.The impact

262、 of these requirements could also make it more difficult for Alpha Modus to attract and retain qualified persons to serveon its board of directors,its board committees or as executive officers.Alpha Modus management team has limited experience managing a Nasdaq-listed public company.Alpha Modus mana

263、gement team has limited experience managing a Nasdaq-listed public company,interacting with publiccompany investors and complying with the increasingly complex laws pertaining to exchange-listed public companies.AlphaModus management team may not successfully or efficiently manage their new roles an

264、d responsibilities.Alpha Modus transitionto being a public company subjects it to significant regulatory oversight and reporting obligations under the federal securities lawsand the continuous scrutiny of securities analysts and investors.These new obligations and constituents will require significa

265、ntattention from Alpha Modus senior management and could divert their attention away from the day-to-day management of AlphaModus business,which could adversely affect Alpha Modus business,financial condition,and operating results.If we were deemed to be an investment company for purposes of the Inv

266、estment Company Act of 1940,as amended(the“Investment Company Act”),we may be required to liquidate the Company.There is currently uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisitioncompany(“SPAC”),and we,as a former SPAC,may in the future be subje

267、ct to a claim that we have been operating as anunregistered investment company.If we are deemed to be an investment company for purposes of the Investment Company Act,wemay be required to liquidate.If we are required to liquidate,our investors would not be able to realize the benefits of owning stoc

268、kin a successor operating business,including the potential appreciation in the value of our stock and warrants following such atransaction,and our warrants would expire worthless.12 2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/da

269、ta/1862463/000164117225011553/forms-1a.htm25/175Table of Contents Upon closing our initial IPO in September 2021,the net proceeds of the IPO and of a private offering of warrants were placedin a trust account located in the United States with Continental Stock Transfer&Trust Company acting as truste

270、e,and investedonly in U.S.“government securities”within the meaning of Section 2(a)(16)of the Investment Company Act having a maturity of185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment CompanyAct which invested only in direct U.S.

271、government treasury obligations,until the earlier of:(i)the completion of a BusinessCombination and(ii)the distribution of the trust account as described below.The longer that the funds in the trust account wereheld in short-term U.S.government securities or in money market funds invested exclusivel

272、y in such securities,the greater the riskthat we may be considered an unregistered investment company,in which case we would be required to register as an investmentcompany with the SEC.Alpha Modus is a“controlled company”within the meaning of the listing rules of Nasdaq and,as a result,can rely one

273、xemptions from certain corporate governance requirements that provide protection to shareholders of other companies.Alpha Modus CEO,William Alessi,is deemed to beneficially own or control approximately 36.8%of Alpha Modusscommon stock and 100%of Alpha Moduss preferred stock as of May 15,2025.As a re

274、sult,Alpha Modus would be deemed to be a“controlled company”as defined under the listing rules of Nasdaq.Under Nasdaq listing rules,controlled companies are companiesof which more than 50%of the voting power for the election of directors is held by an individual,a group,or another company.Foras long

275、 as Alpha Modus remains a controlled company,Alpha Modus will be permitted to elect to rely on certain exemptions fromNasdaqs corporate governance rules,including the following:an exemption from the rule that a majority of its board of directors must be independent directors;an exemption from the ru

276、le that its compensation committee be composed entirely of independent directors;an exemption from the rule that its director nominees must be selected or recommended solely by independent directors ora nominating committee composed solely of independent directors;Although Alpha Modus does not curre

277、ntly intend for Alpha Modus to rely on the“controlled company”exemptions toNasdaqs corporate governance rules,Alpha Modus could elect to rely on these exemptions in the future.If it elected to rely onthose“controlled company”exemptions,a majority of the members of Alpha Moduss board of directors mig

278、ht not be independentdirectors,its nominating and corporate governance and compensation committees might not consist entirely of independentdirectors,and you would not have the same protection afforded to shareholders of companies that are subject to all of Nasdaqscorporate governance rules.Alpha Mo

279、dus may issue additional shares of common or preferred stock,which would dilute the interests of stockholders andlikely present other risks.Alpha Modus may issue additional shares of common or preferred stock for financing or other reasons.The issuance ofadditional shares of common or preferred stoc

280、k:may significantly dilute the equity interest of existing investors;may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded toholders of common stock;could cause a change in control if a substantial number of common stock is issued,whi

281、ch may affect,among other things,Alpha Moduss ability to use its net operating loss carry forwards,if any,and could result in the resignation or removal ofAlpha Moduss present officers and directors;and may adversely affect prevailing market prices for Alpha Moduss common stock and/or warrants.13 20

282、25/5/21 15:49sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htm26/175Table of Contents We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval

283、 bythe holders of at least a majority of the then outstanding public warrants.As a result,the exercise price of your warrants couldbe increased,the exercise period could be shortened and the number of shares of our Class A common stock purchasable uponexercise of a warrant could be decreased,all wit

284、hout your approval.Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer&TrustCompany,as warrant agent,and us.The warrant agreement provides that the terms of the warrants may be amended without theconsent of any holder to cure any ambiguity or c

285、orrect any defective provision,but requires the approval by the holders of at least amajority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders ofpublic warrants.Accordingly,we may amend the terms of the public warrants in a man

286、ner adverse to a holder if holders of at leasta majority of the then outstanding public warrants approve of such amendment.Although our ability to amend the terms of thepublic warrants with the consent of at least a majority of the then outstanding public warrants is unlimited,examples of suchamendm

287、ents could be amendments to,among other things,increase the exercise price of the warrants,convert the warrants intocash or stock,shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exerciseof a warrant.Alpha Modus may redeem your unexpired Publi

288、c Warrants prior to their exercise at a time that is disadvantageous to you,thereby making your Public Warrants worthless.Alpha Modus will have the ability to redeem outstanding Public Warrants at any time after they become exercisable and priorto their expiration,at a price of$0.01 per warrant,prov

289、ided that the last reported sales price of Alpha Modus common stock equalsor exceeds$18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the dateAlpha Modus gives notice of redemption.If and when the Public Warrants become redeemable by Alp

290、ha Modus,Alpha Modusmay exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicablestate securities laws.Redemption of the outstanding Public Warrants could force you(i)to exercise your Public Warrants and paythe exercise price th

291、erefor at a time when it may be disadvantageous for you to do so,(ii)to sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants or(iii)to accept the nominal redemption pricewhich,at the time the outstanding Public Warrants are called for

292、redemption,is likely to be substantially less than the market valueof your Public Warrants.As of May 15,2025,the sales price of the Class A common stock did not exceed the threshold that wouldallow Alpha Modus to redeem the Public Warrants.None of the Private Warrants will be redeemable by the Compa

293、ny so long asthey are held by their initial purchasers or their permitted transferees.We may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in connection with redemptions of ourCommon Stock after December 31,2022.On August 16,2022,President Biden signed into law the Inf

294、lation Reduction Act of 2022,which,among other things,imposesa 1%excise tax on any publicly traded domestic corporation that repurchases its stock after December 31,2022(the“Excise Tax”).The Excise Tax is imposed on the fair market value of the repurchased stock,with certain exceptions.Because we ar

295、e a Delawarecorporation and because our securities trade on Nasdaq,we are a“covered corporation”within the meaning of the InflationReduction Act.While not free from doubt,absent any further guidance from the U.S.Department of the Treasury(the“Treasury”),who has been given authority to provide regula

296、tions and other guidance to carry out and prevent the abuse or avoidance of theExcise Tax,the Excise Tax may apply to any redemptions of our IAC Class A common stock after December 31,2022,includingredemptions in connection with the Business Combination,unless an exemption is available.Generally,iss

297、uances of securities byus in connection with our initial Business Combination transaction(including any PIPE transaction at the time of our initialBusiness Combination),as well as any other issuances of securities not in connection with our initial Business Combination,wouldbe expected to reduce the

298、 amount of the Excise Tax in connection with redemptions occurring in the same calendar year.Inaddition,the Excise Tax would be payable by us,and not by the redeeming holder.Further,based on recently issued interimguidance from the IRS and Treasury,subject to certain exceptions,the Excise Tax should

299、 not apply in the event of IACsliquidation.As of June 30,2024,IAC had an Excise Tax payable of$2,402,516.We do not expect that we will pay dividends in the foreseeable future.We expect that we will retain most,if not all,of our available funds and any future earnings to fund our operations and thede

300、velopment and growth of our business.As a result,we do not expect that we will pay any cash dividends on our common stockin the foreseeable future.The Companys board of directors will have complete discretion as to whether to distribute dividends.Even if the board ofdirectors decides to declare and

301、pay dividends,the timing,amount,and form of such dividends,if any,will depend on the futureresults of operations and cash flow,capital requirements and surplus,the amount of distributions,if any,received by the Companyfrom its subsidiaries,the Companys financial condition,contractual restrictions,an

302、d other factors deemed relevant by the board ofdirectors.There is no guarantee that the shares of Company common stock will appreciate in value or that the trading price of theshares will not decline.Holders of the Company common stock should not rely on an investment in shares of common stock as as

303、ource for any future dividend income.2025/5/21 15:49sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htm27/175 The existence of indemnification rights to the Companys directors,officers,and employees may res

304、ult in substantialexpenditures by the Combined Company and may discourage lawsuits against its directors,officers,and employees.The Amended and Restated Charter contains indemnification provisions obligating the Company to provide indemnificationfor its directors,officers,and employees in certain ci

305、rcumstances.Such indemnification obligations could result in the Companyincurring substantial expenditures to cover the cost of settlement or damage awards against its directors,executive officers,andemployees,which it may be unable to recoup.These provisions and resultant costs may also discourage

306、the Company frombringing a lawsuit against its directors and executive officers for breaches of their fiduciary duties and may similarly discourage thefiling of derivative litigation by its stockholders against its directors and officers even though such actions,if successful,mightotherwise benefit

307、the Company and its stockholders.If the Company fails to develop or maintain an effective system of internal control over financial reporting,it may not be able toaccurately report its financial results or prevent financial fraud.As a result,current and potential stockholders could loseconfidence in

308、 its financial reporting.The Company is subject to the risk that its independent registered public accounting firm could communicate to its board ofdirectors that it has deficiencies in its internal control structure that they consider to be“significant deficiencies.”A“significantdeficiency”is defin

309、ed as a deficiency,or a combination of deficiencies,in internal control over financial reporting such that there ismore than a remote likelihood that a material misstatement of the entitys financial statements will not be prevented or detected bythe entitys internal controls.Effective internal contr

310、ol is necessary to provide reliable financial reports and effectively prevent fraud.If the Companycannot provide reliable financial reports or prevent fraud,it could be subject to regulatory action or other litigation and its operatingresults could be harmed.14 2025/5/21 15:49sec.gov/Archives/edgar/

311、data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htm28/175Table of Contents The Companys intended business,operations,and accounting are expected to be substantially more complex than they havebeen to date.It may be time consuming

312、,difficult,and costly for the Company to develop and implement the internal control andreporting procedures required by the Exchange Act.the Company may need to hire additional financial reporting,internal control,and other finance personnel in order to develop and implement appropriate internal con

313、trol and reporting procedures.If theCompany is unable to comply with the internal control over financial reporting requirements of the Exchange Act,then it may notbe able to obtain the required independent accountant certifications,which may preclude it from keeping its filings current with theSEC.F

314、urther,a material weakness in the effectiveness of internal control over financial reporting could result in an increased chanceof fraud and the loss of customers,reduce the Companys ability to obtain financing,and require additional expenditures to complywith these requirements,each of which could

315、have a material adverse effect on its business,results of operations,and financialcondition.If the Company is unable to implement and maintain effective internal control over financial reporting,including as applicablestandards governing internal control are modified,supplemented,or amended from tim

316、e to time,the Company may not be able toensure that it can conclude on an ongoing basis that it has effective internal control over financial reporting.Failure to achieve andmaintain effective internal control over financial reporting could cause the Company to face regulatory action and cause inves

317、torsto lose confidence in its reported financial information,either of which could adversely affect the value of the Company commonstock.Risks Related to Ownership of Alpha Moduss Shares The Amended and Restated Charter requires,to the fullest extent permitted by law,that derivative actions brought

318、in theCompanys name,as applicable,against their respective directors,officers,other employees or stockholders for breach offiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware,which mayhave the effect of discouraging lawsuits against the Comp

319、anys directors,officers,other employees or stockholders,asapplicable.The Amended and Restated Charter requires,to the fullest extent permitted by law,that derivative actions brought in AlphaModuss name,as applicable,against their respective directors,officers,other employees or stockholders for brea

320、ch of fiduciaryduty and other similar actions may be brought only in the Court of Chancery in the State of Delaware or,if the Court of Chancerydoes not have subject matter jurisdiction,in the federal district court of the State of Delaware.This exclusive forum provision maylimit a stockholders abili

321、ty to bring a claim in a judicial forum that it finds favorable for disputes with Alpha Modus,or any oftheir respective directors,officers,other employees or stockholders,which may discourage lawsuits with respect to such claims,although their respective stockholders will not be deemed to have waive

322、d their compliance with federal securities laws and therules and regulations thereunder.However,there is no assurance that a court would enforce the choice of forum provisioncontained in the Amended and Restated Charter.If a court were to find such provision to be inapplicable or unenforceable in an

323、action,Alpha Modus may incur additional costs associated with resolving such action in other jurisdictions,which could harm theirbusiness,operating results and financial condition.The Amended and Restated Charter provides that the exclusive forum provision will be applicable to the fullest extentper

324、mitted by applicable law.The Amended and Restated Charter also provides that to the fullest extent permitted by applicable law,the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause ofaction arising under the Securities Act.

325、The exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act orany other claim for which the federal courts have exclusive jurisdiction.Section 27 of the Exchange Act creates exclusive federaljurisdiction over all suits brought to enforce

326、 any duty or liability created by the Exchange Act or the rules and regulationsthereunder.As a result,federal courts will have exclusive jurisdiction over suits brought to enforce any duty or liability created bythe Exchange Act or any other claim for which the federal courts have exclusive jurisdic

327、tion.Section 22 of the Securities Actcreates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by theSecurities Act or the rules and regulations thereunder.Accordingly,both state and federal courts have jurisdiction to entertain such

328、claims.As noted above,the Amended and Restated Charter provides that the federal district courts of the United States will be,tothe fullest extent permitted by applicable law,the exclusive forum for the resolution of any complaint asserting a cause of actionunder the Securities Act.Due to the concur

329、rent jurisdiction for federal and state courts created by Section 22 of the Securities Actover all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder,there isuncertainty as to whether a court would enforce the exclusive form provision

330、.Investors also cannot waive compliance with thefederal securities laws and the rules and regulations thereunder.Anti-takeover provisions contained in the Amended and Restated Charter and the Companys Bylaws,as well as provisions ofDelaware law,could impair a takeover attempt.2025/5/21 15:49sec.gov/

331、Archives/edgar/data/1862463/000164117225011553/forms-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1862463/000164117225011553/forms-1a.htm29/175The Amended and Restated Charter and the Companys Bylaws contain provisions that could have the effect of delaying orpreventing changes in control or changes

332、 in our management without the consent of our board of directors.These provisionsinclude:no cumulative voting in the election of directors,which limits the ability of minority stockholders to elect directorcandidates;the exclusive right of our board of directors to elect a director to fill a vacancy

333、 created by the expansion of the board ofdirectors or the resignation,death,or removal of a director with or without cause by stockholders,which preventsstockholders from being able to fill vacancies on our board of directors;the ability of our board of directors to determine whether to issue shares of our preferred stock and to determine the priceand other terms of those shares,including preferen