Alpha Modus Holdings Inc-A美股招股说明书(2025-12-22版)

11,292,615 Shares of Common Stock8,833,635 Warrants to Purchase Shares of Common Stock8,833,635 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 11,292,615 shares of Alpha Modus Holdings, Inc. (“Alpha Modus” or the “Company”) Class A common stock,par value $0.0001 per share (“common stock”), 8,833,635 warrants to purchase shares of common stock, and 8,833,635 shares of commonstock that are issuable upon the exercise of the warrants, consisting of: ●up to 3,610,339 shares of common stock (the “SPAC Shares”), consisting of (i) up to 3,460,339 shares of common stock that wereoriginally issued in a private placement to the Company’s original sponsor in 2021 in connection with the Company’s initial publicoffering on September 8, 2021 (the “IAC IPO”), which were acquired by the sponsor at a purchase price equivalent to approximately$0.004 per share of common stock and transferred to the sponsor’s stakeholders in January 2025 for no additional consideration (the“Sponsor Shares”), and (ii) up to 150,000 shares of common stock that were issued in a private placement to the Company’s originalsponsor in 2021 in connection with the IAC IPO, which were acquired by the sponsor at a purchase price equivalent to approximately$0.004 per share of common stock and transferred to anchor investors in the IAC IPO in 2021 for no additional consideration (the“Anchor Shares”); ●up to 6,278,664 shares of common stock (the “Consideration Shares”), consisting of (i) 400,000 shares of common stock issuable toMaxim Group LLC (“Maxim”), (ii) 250,000 shares of common stock issuable to Rucus Holdings LLC (“Rucus”), (iii) 4,000,000shares of common stock issuable to Leron Group LLC (“Leron”), and (iv) 1,628,664 shares of common stock issuable to BlackMarble LP (“Black Marble” and together with Maxim, Rucus and Leron the “Service Providers”), all such shares issuable asconsideration pursuant to the Company’s service agreements with the Service Providers and the Service Providers’ provision ofservices to the Company; ●up to 1,403,612 shares of common stock (the “Convertible Note Shares”), consisting of (i) 520,466 shares of common stock thatcould be issued upon conversion of the convertible promissory note that was issued to Loeb & Loeb LLP (“Loeb”) on December 13,2024 (the “Loeb Note”), (ii) 477,783 shares of common stock that could be issued upon conversion of the convertible promissory notethat was issued to the Nancy Helen Wallace and Gerard Haase-Dubosc Family Trust (the “Haase-Dubosc Trust”) on October 19,2025 (the “Haase-Dubosc Note”), and (iii) 405,363 shares of common stock that could be issued upon conversion of the convertiblepromissory note that was issued to AIFirst Ventures LLC (“AIFirst” and together with Loeb and the Haase-Dubosc Trust the“Investors”) on December 2, 2025 (the “AIFirst Note” and together with Loeb Note and the Haase-Dubosc Note the “Notes”); ●up to 7,469,999 warrants (the “IPO Private Placement Warrants”) that were originally issued in a private placement at the time ofthe IAC IPO; the IPO Private Placement Warrants were acquired at a purchase price of $1.00 per Private Placement Warrant; ●up to 7,469,999 shares of common stock (the “IPO Private Placement Warrant Shares”) issuable upon the exercise of the IPOPrivate Placement Warrants; the IPO Private Placement Warrants each entitle the holder thereof to purchase one share of our commonstock for $11.50 per share; ●up to 1,363,636 warrants (“Note Placement Warrants”), consisting of (i) 363,636 warrants to purchase common stock that wereissued to the Haase-Dubosc Trust in connection with its purchase of the Haase-Dubosc Note (the “Haase-Dubosc Warrants”), and(ii) 1,000,000 warrants to purchase common stock that were issued to AIFirst in connection with its purchase of the AIFirst Note (the“AIFirst Warrants”); and ●up to 1,363,636 shares of common stock (the “Note Placement Warrant Shares”) issuable upon the exercise of the Note PlacementWarrants; the Note Placement Warrants each entitle the holder thereof to purchase one share of our common stock for $1.10 or 1.00per share ($1.10 per share as to the Haase-Dubosc Warrants, and 1.00/share as to the AIFirst Warrants). The Selling Securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through privatetransactions at 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 exercise prices of theNote Placement Warrants of $1.10 and $1.00 per share, and the exercise price of the IPO Private Placement Warrants of $11.50 per share,exceed the current trading price of our common stock, it is unlikely that holders of our warran