Alpha Modus Holdings Inc-A美股招股说明书(2025-07-15版)

have attached the Current Reports to this prospectus supplement. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and maynot be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. Thisprospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information inthe Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Neither the U.S. Securities and Exchange Commission, nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. (Former name or former address, if changed since last report) Class A Common Stock, par value $0.0001 per shareAMODThe Nasdaq Stock Market, LLCRedeemable Warrants, each whole warrantexercisable for one share of Class A Common StockAMODWThe Nasdaq Stock Market, LLC of 3,200,000 shares of Series C Preferred Stock (800,000 shares held in the name of The WRA 2023 Irrevocable Trust, 800,000 sharesheld in the name of The Janet Alessi 2023 Irrevocable Trust, 800,000 shares held in the name of The Isabella Alessi 2023 IrrevocableTrust, and 800,000 shares held in the name of The Kim Alessi Richter Irrevocable Trust, all of which are deemed to be beneficiallyowned by Mr. Alessi as Mr. Alessi’s spouse is the trustee of each of the trusts) for an aggregate of 26,079,868 shares of Class Acommon stock (with each of the trusts being issued 6,519,967 shares of common stock). In the Exchange Agreement, each of the trustsagreed not to sell or otherwise transfer the shares of common stock to be received in the exchange until June 13, 2026 (except forpermitted transfers to an affiliate). Item 3.02. Unregistered Sales of Equity Securities. stock will be issued to the trusts in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of1933, as amended, as the shares of common stock will be issued in exchange for shares of Series C Preferred Stock, there was no additional consideration for the exchange, and there was no remuneration for the solicitation of the exchange.Item 9.01. Financial Statements and Exhibits. Exhibit No.Description Exchange Agreement, dated May 27, 2025, by and between Alpha Modus Holdings, Inc., and The WRA 2023Irrevocable Trust, The Janet Alessi 2023 Irrevocable Trust, The Isabella Alessi 2023 Irrevocable Trust, and The Kim SECURITIES AND EXCHANGE COMMISSION FORM 8-K SECURITIES EXCHANGE ACT OF 1934Date of Report (Date of earliest event reported):July 14, 2025 of incorporation)File Number) 20311 Chartwell Center Dr., #1469Cornelius, NC 28031(Address of principal executive offices, including zip code)Registrant’s telephone number, including area code:(704) 252-5050 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Capital Market from the Nasdaq Global Market resolves (i) the Company’s Market Value of Publicly Held Shares deficiency underNasdaq Listing Rule 5450(b)(2)(C), and Nasdaq’s related notice dated January 6, 2025 (as disclosed in the Company’s Current Report on Form 8-K filed on January 10, 2025), and (ii) the Company’s Market Value of Listed Securities deficiency under Nasdaq ListingRule 5450(b)(2)(A), and Nasdaq’s related notice dated February 5, 2025 (as disclosed in the Company’s Current Report on Form 8-K ALPHA MODUS HOLDINGS, INC.