Alpha Modus Holdings Inc-A美股招股说明书(2025-02-14版)

ALPHA MODUS HOLDINGS, INC.5,189,638Shares of Common Stock2,325,004 Warrants to Purchase Shares of Common Stock2,325,004 Shares of Common Stock Underlying Warrants This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “SellingSecurityholders”) of up to 5,189,638 shares of Alpha Modus Holdings, Inc. (“Alpha Modus” or the “Company”) Class A commonstock, par value $0.0001 per share (“common stock”), 2,325,004 warrants to purchase shares of common stock, and 2,325,004 sharesof common stock that are issuable upon the exercise of the warrants, consisting of: ●up to 1,550,000 shares of common stock (the “Consideration Shares”) that were issued as consideration in the BusinessCombination (as defined below); the Consideration Shares were acquired by the Selling Securityholders based on a value of$9.50 per share of common stock at closing of the Business Combination; however, these shares were issued in exchange forshares of Alpha Modus, Corp. that were acquired by its officer, William Alessi (and his various family trusts) through privateplacements and equity award grants at prices that equate to purchase prices of less than $9.50 per share of common stock,and, in some cases, including equity securities purchased in connection with or following the original founding of AlphaModus, Corp., purchase prices of approximately $0.0001 per share of common stock; ●up to 750,000 shares of common stock (the “Convertible Note Shares”) that could be issued upon conversion of the SecuredConvertible Promissory Note that was issued to Streeterville Capital, LLC (the “Investor”) on or about December 16, 2024,in connection with the Business Combination;●up to 517,512 shares of common stock (the “Sponsor Shares”) that were originally issued in a private placement to theCompany’s original sponsor in 2021 in connection with the Company’s initial public offering on September 8, 2021 (the“INAQ IPO”), which were acquired by the sponsor at a purchase price equivalent to approximately $0.004 per share ofcommon stock and transferred to the sponsor’s stakeholders in January 2025 for no additional consideration;●up to 1,012,510 shares of common stock (the “Anchor Shares”) that were issued in a private placement to the Company’soriginal sponsor in 2021 in connection with the INAQ IPO, which were acquired by the sponsor at a purchase priceequivalent to approximately $0.004 per share of common stock and transferred to anchor investors in the INAQ IPO in 2021for no additional consideration;●up to 1,359,616 shares of common stock (the “Additional Business Combination Shares”) that were issued at closing of theBusiness Combination as contractually required by the Business Combination Agreement, which were issued in satisfactionof other obligations of the Company, the value of which did not equate to the value of our common stock at closing of theBusiness Combination;●up to 2,325,004 warrants (“Private Placement Warrants”) that were originally issued in a private placement at the time ofthe INAQ IPO. The Private Placement Warrants were acquired at a purchase price of $1.00 per Private Placement Warrant;and●up to 2,325,004 shares of common stock (the “Private Warrant Shares”) issuable upon the exercise of the Private PlacementWarrants; the Private Placement Warrants each entitle the holder thereof to purchase one share of our common stock for$11.50 per share. We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. The SellingSecurityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactionsat prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of ourcommon stock or warrants, except with respect to amounts received by us upon the exercise of the warrants. Because the exerciseprice of the Private Placement Warrants substantially exceeds the current trading price of our common stock, it is unlikely that holdersof our warrants will be able to exercise such warrants in the near future, if at all. As a result, we are unlikely to receive any proceedsfrom the exercise of our warrants in the near future, if at all. We will bear all costs, expenses and fees in connection with theregistrationof these securities,including with regard to compliance with state securities or“blue sky”laws. The SellingSecurityholders will bear all commissions and discounts, if any, attributable to their sale of shares of our common stock or warrants.See section entitled “Plan of Distribution” beginning on page 59 of this prospectus. Due to the significant number of shares of our common stock that were redeemed in connection with the Business Combination,the number of shares of common stock that the Selling Securityholders can sell into the public markets pursuant to this prospectus mayexceed our public float. As a r