Alpha Modus Holdings Inc-A美股招股说明书(2026-01-16版)

$3,500,000Common Stock We have entered into an At The Market Offering Agreement (the “Sales Agreement”), dated as of January 7, 2026, with H.C.Wainwright & Co., LLC (the “Sales Agent”), relating to the sale of shares of our common stock offered by this prospectus supplementand the accompanying prospectus. In accordance with the terms of the Sales Agreement, under this prospectus supplement and theaccompanying prospectus we may offer and sell shares of our common stock, $0.0001 par value per share, having an aggregateoffering price of up to $3,500,000 from time to time through or to the Sales Agent. Our common stock and public warrants are listed on The Nasdaq Capital Market under the symbols “AMOD” and“AMODW,” respectively. On January 14, 2026, the last reported sales price of our common stock and public warrants was $0.68 and$0.0624, respectively. Sales of our common stock, if any, under this prospectus supplement may be made by any method deemed to be an “at themarket offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”),including, without limitation, sales made directly on or through the Nasdaq Capital Market, the existing trading market for ourcommon stock, or any other existing trading market in the United States for our common stock, sales made to or through a marketmaker other than on an exchange or otherwise, directly to the sales agent as principal, in negotiated transactions at market pricesprevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. TheSales Agent is not required to sell any specific amount of securities, but will act as our sales agents, using commercially reasonableefforts to sell on our behalf all of the shares of common stock requested to be sold by us, consistent with their normal trading and salespractices, on mutually agreed terms set forth in the Sales Agreement. There is no arrangement for funds to be received in any escrow,trust or similar arrangement. The compensation to the Sales Agent for sales of common stock sold pursuant to the Sales Agreement is equal to 3.0% of thegross proceeds of the sales price per share. In connection with the sale of the common stock on our behalf, the Sales Agent will bedeemed to be “underwriters” within the meaning of the Securities Act, and the compensation of the Sales Agent will be deemed to beunderwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Sales Agent withrespect to certain liabilities, including liabilities under the Securities Act. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our securities in a public primary offering with avalue exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75.0million. As of January 2, 2026, the aggregate market value of our outstanding common stock held by non-affiliates, or public float,was approximately $10,880,847, based on 10,169,016 shares of our outstanding common stock that were held by non-affiliates onsuch date and a price of $1.07 per share, which was the price at which our common stock was last sold on the Nasdaq Capital Marketon November 10, 2025 (a date within 60 days of the date of the filing of the registration statement on Form S-3 of which thisprospectus is a part), calculated in accordance with General Instruction I.B.6 of Form S-3. During the 12 calendar months prior to andincluding the date of this prospectus, we have not offered and sold any of our securities pursuant to General Instruction I.B.6 of FormS-3. Investing in our common stock involves a high degree of risk. Please read the information contained in and incorporatedby reference under the heading “Risk Factors” beginning on page S-20 of this prospectus supplement, and under similar headingsin the other documents that are filed after the date hereof and incorporated by reference into this prospectus supplement. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HASAPPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENTIS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. H.C. Wainwright & Co. The date of this prospectus supplement is January 16, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-1INTRODUCTORY NOTE AND FREQUENTLY USED TERMSS-2PROSPECTUS SUPPLEMENT SUMMARYS-3FORWARD-LOOKING STATEMENTSS-6ABOUT THE COMPANYS-6RISK FACTORSS-20USE OF PROCEEDSS-22DILUTIONS-23PLAN OF DISTRIBUTIONS-24LEGAL MATTERSS-25EXPERTSS-25WHERE YOU CAN FIND MORE INFORMATIONS-25INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-26 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement relates to the offering of our common stock. Before buying any of the common stock that we areoffering, we urge you to carefully read this prospectus supplement, tog