REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALPHA MODUS HOLDINGS, INC. As filed with the Securities and Exchange Commission on December 11, 2025 Registration No. [●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 6770 27-2447291 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 20311 Chartwell ...

Financial Performance - For the three months ended September 30, 2025, Alpha Modus reported no revenue, consistent with the same period in 2024[190]. - Operating expenses increased to $1,217,858 for the three months ended September 30, 2025, compared to $286,131 in the same period of 2024, primarily due to higher professional fees and payroll expenses[191]. - Total other expenses for the three months ended September 30, 2025, were $3,041,741, with $2,817,337 attributed to interest expense, compared to only $29,615 in total other expenses in the same period of 2024[192]. - Alpha Modus experienced a net loss of $4,259,599 for the three months ended September 30, 2025, a significant increase from a net loss of $315,746 in the same period of 2024[193]. - For the nine months ended September 30, 2025, Alpha Modus had no revenue, mirroring the same period in 2024[194]. - Operating expenses for the nine months ended September 30, 2025, rose to $3,725,869 from $597,595 in the same period of 2024[195]. - Total other expenses for the nine months ended September 30, 2025, amounted to $3,628,873, with $3,523,515 as interest expense, compared to $127,884 in the same period of 2024[196]. - The net loss for the nine months ended September 30, 2025, was $7,354,742, compared to a net loss of $725,479 for the same period in 2024[197]. - As of September 30, 2025, Alpha Modus had cash of $75,705 and estimated needing to raise a minimum of $2,500,000 to support operations[198]. - Net cash used in operating activities was $2,055,673 for the nine months ended September 30, 2025, compared to $541,826 for the same period in 2024[199]. Business Strategy and Operations - Alpha Modus reported a projected U.S. retail media advertising spend of approximately $62.35 billion in 2025, expected to surpass $97 billion by 2028[149]. - The company aims to deploy services under a license agreement with GZ6G Technologies by the end of 2024, expanding event venue service offerings in late 2025[154]. - Alpha Modus's strategic alliance with CashX focuses on providing services to the underbanked via kiosks, targeting a national deployment of kiosks and a mobile application[158]. - The company has developed comprehensive end-to-end patented solutions for retailers, enhancing consumer experiences at the point of sale[147]. Intellectual Property - The company has initiated multiple patent infringement lawsuits against major retailers, including The Kroger Company and Walgreen Co., to protect its intellectual property[155]. - Alpha Modus's technology ecosystem includes AI-driven solutions for real-time inventory management and personalized advertising, enhancing customer engagement at the point of sale[153]. - The company has a robust intellectual property portfolio that includes method patents across various retail use cases, creating defensible market positions[152]. - Alpha Modus intends to continue its intellectual property licensing and enforcement efforts throughout 2025, although future success is uncertain[160]. Financial Transactions and Capital Structure - The Company is expected to pay off loans totaling approximately $2,375,000 at Closing, including $975,000 to Polar Multi-Strategy Master Fund and $1,400,000 to Janbella Group, LLC[165]. - The Company issued 5,295,000 shares of common stock and 7,500,000 shares of Series C Preferred Stock as merger consideration in the Business Combination[178]. - Following the Business Combination, there were 12,455,252 shares of the Company's common stock issued and outstanding[178]. - The Company entered into a securities purchase agreement to sell a secured convertible promissory note with an original principal amount of $2,890,000 for a net purchase price of $2,600,000[168]. - The Note has a maturity of 18 months and accrues interest at a rate of 10% per annum, with a conversion option into common stock[170]. - The Company amended the Note to establish a floor price of $4.00 per share, with monthly payments commencing if the stock price falls below this threshold for ten consecutive trading days[172]. - The Company and the Investor agreed to a second amendment to the Note, increasing the outstanding balance to $3,597,501.71 and reducing the floor price to $1.25[175]. - The Company has not made any payments under the Patent Monetization Agreement as of September 30, 2025, and does not expect to receive any payments under this agreement[180]. - The Company received the right to acquire Alpha Modus Ventures, LLC for an option exercise price of $300,000 and shares valued at $35,000,000, pending shareholder approval[181]. - The Business Combination was accounted for as a reverse recapitalization, treating the Company as the acquired entity for financial reporting purposes[177].

Financial Performance - Alpha Modus's financial statements for the years ended December 31, 2024, and 2023, indicate substantial doubt about its ability to continue as a going concern due to recurring losses and lack of revenues[149]. - For the six months ended June 30, 2025, Alpha Modus reported no revenue, consistent with the same period in 2024[179]. - Operating expenses increased to $2,508,011 for the six months ended June 30, 2025, compared to $311,464 for the same period in 2024, primarily due to higher professional fees, insurance premiums, payroll, and investor relations expenses[181]. - The net loss for the six months ended June 30, 2025, was $3,095,143, significantly higher than the net loss of $409,733 for the same period in 2024[183]. - As of June 30, 2025, Alpha Modus had cash of $118,214 and estimated that an additional $2,500,000 would be needed to maintain growth plans[188]. - Net cash used in operating activities was $1,115,337 for the six months ended June 30, 2025, compared to $283,216 for the same period in 2024[189]. - The company had a net loss of $2,787,062 for the three months ended June 30, 2025, compared to a net loss of $187,037 for the same period in 2024[187]. - Total other expenses for the three months ended June 30, 2025, were $1,638,252, compared to $66,484 for the same period in 2024[186]. - Alpha Modus does not have any off-balance sheet arrangements that could materially affect its financial condition[178]. Intellectual Property and Legal Matters - A patent infringement lawsuit was filed against The Kroger Company, which has since been settled, indicating active enforcement of intellectual property rights[142]. - The company has a robust intellectual property portfolio that includes method patents across various retail use cases, creating a defensible market position[140]. - The company plans to continue its intellectual property licensing and enforcement efforts throughout 2025, although outcomes are uncertain[148]. - The Company entered into a Patent Monetization Agreement to provide litigation funding related to patent litigation against Broadcom Inc., with a structured return on proceeds[170]. Strategic Partnerships and Alliances - Alpha Modus has entered into a license agreement with GZ6G Technologies Corp. for AI-driven advertising solutions, with deployment expected by the end of 2024[141]. - The strategic alliance with CashX aims to provide services to the underbanked through kiosks and a mobile application, targeting national deployment[146]. - Alpha Modus's partnership with VSBLTY focuses on enhancing customer experience using AI and data analytics in retail settings[147]. Stock and Financing Activities - The Earnout Shares provision allows for the issuance of up to 2,200,000 additional shares based on the company's stock performance, with specific price targets set[153]. - The Company is expected to pay off loans totaling approximately $2,375,000 at Closing, including $975,000 to Polar Multi-Strategy Master Fund and $1,400,000 to Janbella Group, LLC[154]. - The Company issued 5,295,000 shares of common stock and 7,500,000 shares of Series C Preferred Stock as merger consideration in the Business Combination[168]. - Following the Business Combination, there were 12,455,252 shares of the Company's common stock issued and outstanding, along with 7,500,000 shares of Series C Preferred Stock[168]. - The Company entered into a securities purchase agreement to sell a secured convertible promissory note for $2,890,000, with a net purchase price of $2,600,000 after deductions[157]. - The Note has a maturity of 18 months and accrues interest at 10% per annum, with a conversion option into common stock at a price equal to 90% of the lowest daily volume-weighted average price[159][160]. - The Company amended the Note to establish a floor price of $4.00 per share, with monthly payments commencing if the stock price falls below this threshold for ten consecutive trading days[162]. - The Company and the Investor agreed to eliminate the 20% prepayment penalty under the Note, increasing the outstanding balance to $3,597,501.71[165]. - The company issued a promissory note for $2,142,857.14 to The Alessi 2023 Irrevocable Trust, accruing interest at 8% per annum and convertible at a price of $5.00 per share[173]. - Approximately 426,136 shares of common stock were redeemed prior to the Business Combination, resulting in only about $1.16 million of cash becoming available to the Company[168]. Market Projections - Alpha Modus reported a projected U.S. retail media advertising spend of approximately $62.35 billion in 2025, expected to surpass $97 billion by 2028[137]. - The company anticipates $3.8 trillion in digitally influenced U.S. retail sales by 2027, with 75% of in-store sales linked to digital engagement[137]. Company Classification - The company is classified as an "emerging growth company" and plans to take advantage of the extended transition period for new accounting standards[192].

PART I. FINANCIAL INFORMATION [Item 1. Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) The unaudited statements show a net loss of $308,081 and a working capital deficit, raising going concern doubts [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Total assets declined to $0.90 million while the stockholders' deficit remained substantial at $80.85 million Consolidated Balance Sheet Highlights (Unaudited) | Metric | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $148,277 | $735,814 | | Total Current Assets | $903,419 | $1,702,519 | | **Total Assets** | **$903,419** | **$1,702,519** | | **Liabilities & Equity** | | | | Total Current Liabilities | $6,886,108 | $7,559,310 | | Total Liabilities | $9,944,709 | $10,493,853 | | Total Stockholders' Deficit | ($80,850,315) | ($80,600,359) | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) The company reported no revenue and a net loss of $308,081, partially offset by fair value gains on liabilities Consolidated Statements of Operations (Unaudited) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Total Operating Expenses | $1,359,201 | $190,911 | | Operating Loss | ($1,359,201) | ($190,911) | | Total Other Income (Expense) | $1,051,120 | ($31,785) | | **Net Loss** | **($308,081)** | **($222,696)** | | Loss Per Share (Basic & Diluted) | ($0.02) | ($0.06) | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations increased significantly, resulting in a cash balance decrease of $587,537 Cash Flow Summary (Unaudited) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($594,147) | ($175,286) | | Net Cash Provided by Financing Activities | $6,610 | $100,000 | | **Net Change in Cash** | **($587,537)** | **($75,286)** | | Cash at End of Period | $148,277 | $31,523 | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail a business model shift to patent commercialization and a going concern warning due to recurring losses - The company has shifted its focus from being an AI software provider to developing and commercializing its patent portfolio, specifically the '571 Patent family, starting in 2024[26](index=26&type=chunk) - The December 2024 business combination was accounted for as a **reverse recapitalization**, with Alpha Modus Corp. identified as the accounting acquirer[27](index=27&type=chunk) - There is **substantial doubt about the company's ability to continue as a going concern** due to recurring losses, a working capital deficit of **$5,982,689**, and low cash reserves of **$148,277** as of March 31, 2025[35](index=35&type=chunk) - Subsequent to the quarter's end, on April 28, 2025, the company entered into a Patent Monetization Agreement and an Option Agreement with an entity controlled by its CEO to fund patent litigation and potentially acquire the entity[131](index=131&type=chunk)[132](index=132&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the operational transition, increased expenses, and critical liquidity issues facing the company [Overview](index=31&type=section&id=Overview) The company's focus is on technology services and patent commercialization through licensing and litigation - The company's primary business strategy is **intellectual property licensing and enforcement**, which it intends to continue throughout 2025[144](index=144&type=chunk) - Alpha Modus has initiated a series of patent infringement lawsuits against companies including The Kroger Company (settled), Brookshire Grocery Co., Wakefern Food Corporation (settled), Walgreen Co., and Optisigns, Inc[142](index=142&type=chunk) [Results of Operations](index=37&type=section&id=Results%20of%20Operations) The company recorded no revenue and a $308,081 net loss, driven by a substantial increase in operating expenses Comparison of Operations for the Three Months Ended March 31 | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | $0 | $0 | | Operating Expenses | $1,359,201 | $190,911 | | Other Income (Net) | $1,051,120 | ($31,785) | | Net Loss | ($308,081) | ($222,696) | - The increase in operating expenses was primarily due to higher professional fees, insurance premiums, payroll, and investor relations expenses following the business combination[176](index=176&type=chunk) - The net loss was partially offset by a **gain of $1,039,282** from the change in fair value of the earnout shares liability and a **gain of $234,195** from the change in fair value of the warrants liability[177](index=177&type=chunk)[178](index=178&type=chunk) [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces a severe liquidity crisis, requiring at least $2.5 million in additional capital to continue operations - As of March 31, 2025, the company had only **$148,277 in cash**[179](index=179&type=chunk) - Management believes it needs to raise a minimum of an additional **$2,500,000** to continue its growth plan, and its inability to do so would severely impact its viability[179](index=179&type=chunk)[181](index=181&type=chunk) - Net cash used in operating activities increased to **$594,147** in Q1 2025 from $175,286 in Q1 2024[180](index=180&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is exempt from providing market risk disclosures - As a **smaller reporting company**, Alpha Modus Holdings is exempt from providing quantitative and qualitative disclosures about market risk[187](index=187&type=chunk) [Item 4. Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of the end of the quarter - The company's disclosure controls and procedures were concluded to be **not effective** as of the end of the reporting period, March 31, 2025[189](index=189&type=chunk) - Management plans to remediate the material weakness by implementing a more timely reporting schedule and adding more reviews of financial statement support[190](index=190&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) The company is actively pursuing patent infringement lawsuits as a core business strategy, with two cases settled - The company has filed multiple patent infringement lawsuits related to its retail marketing and advertising data-driven technologies[193](index=193&type=chunk)[194](index=194&type=chunk)[195](index=195&type=chunk) - Lawsuits against **The Kroger Company and Wakefern Food Corporation have been settled**[193](index=193&type=chunk)[195](index=195&type=chunk) - Active litigation continues against Brookshire Grocery Co., Walgreen Co., and Optisigns, Inc., with these cases currently in their initial pleading stages[194](index=194&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk) [Item 1A. Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) This report references risk factors previously disclosed in the company's Form 10-K and Form S-1 filings - For a comprehensive understanding of the risks facing the company, investors are directed to the risk factors section of the **Form 10-K filed on April 15, 2025**, and the **Form S-1 filed on May 9, 2025**[198](index=198&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=40&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company issued unregistered common stock for director compensation, services, and as part of a note amendment - In January and April 2025, shares were issued to non-employee directors as payment for their **$25,000 quarterly fees**[200](index=200&type=chunk)[202](index=202&type=chunk) - On April 30, 2025, **39,266 shares** were issued to the Chief Revenue Officer for his **$62,500 quarterly fee**[203](index=203&type=chunk) - On April 30, 2025, the company issued **1,250,000 shares** of common stock as "Pre-Delivery Shares" to an investor in connection with the Second Amendment to a convertible note[204](index=204&type=chunk) [Item 5. Other Information](index=42&type=section&id=Item%205.%20Other%20Information) Entities controlled by the CEO established and later terminated Rule 10b5-1 trading plans during the period - On March 10, 2025, entities controlled by CEO William Alessi established **Rule 10b5-1 trading plans** to sell company stock under specific conditions[208](index=208&type=chunk) - On April 30, 2025, several of these 10b5-1 plans were **terminated**, and no shares had been sold under the terminated plans[208](index=208&type=chunk) [Item 6. Exhibits](index=43&type=section&id=Item%206.%20Exhibits) This section lists key corporate and transactional documents filed as exhibits with the report - A comprehensive list of exhibits is provided, including foundational agreements related to the business combination, financing, and recent patent-related contracts[210](index=210&type=chunk)[211](index=211&type=chunk)

Core Viewpoint - Alpha Modus Corp. is set to complete its business combination with Insight Acquisition Corp. and will begin trading on the Nasdaq Global Market under the ticker symbols "AMOD" and "AMODW" on December 16, 2024 [1]. Group 1: Company Overview - Alpha Modus is a technology company focused on artificial intelligence in retail, specifically enhancing consumers' in-store digital experience at the point of decision [2]. - The company was founded in 2014 and is headquartered in Cornelius, North Carolina [2]. Group 2: Insight Acquisition Corp. - Insight Acquisition Corp. is a special purpose acquisition company (SPAC) formed to facilitate mergers, capital stock exchanges, asset acquisitions, stock purchases, reorganizations, or similar business combinations [3]. - The SPAC is sponsored by Insight Acquisition Sponsor LLC [3].

Group 1 - Alpha Modus Corp. is set to complete its business combination with Insight Acquisition Corp. on December 13, 2024, and will begin trading on the Nasdaq Global Market under the ticker symbols "AMOD" for common stock and "AMODW" for warrants on December 16, 2024 [1] - Alpha Modus focuses on creating, developing, and licensing data-driven technologies aimed at enhancing the in-store digital experience for consumers at the point of decision [2] - Insight Acquisition Corp. is a special purpose acquisition company formed to facilitate mergers and similar business combinations with one or more businesses [3]

Core Viewpoint - Alpha Modus Corp. has filed a patent infringement lawsuit against Brookshire Grocery Co. regarding several patent portfolios related to retail marketing and advertising technologies aimed at enhancing consumer in-store experiences [1] Group 1: Patent Infringement Lawsuit - The lawsuit alleges infringement of Alpha Modus' '571, '825, '672, '890, and '880 patent portfolios [1] - These patents focus on data-driven technologies that analyze consumer behavior and product interaction in real-time [1] - The complaint was filed on November 12, 2024, in the United States District Court for the Eastern District of Texas [1] Group 2: Previous Legal Actions - Alpha Modus previously filed a patent infringement action against The Kroger Company in January 2024 [2] - The company is working with Christopher E. Hanba of Dickinson Wright PLLC for legal expertise in enforcing its intellectual property rights [2] Group 3: Company Overview - Alpha Modus is a technology company founded in 2014, headquartered in Cornelius, North Carolina [3] - The company focuses on creating, developing, and licensing data-driven technologies to enhance consumers' in-store digital experiences [3] - Alpha Modus is in a business combination agreement with Insight Acquisition Corp. to become a publicly traded company [3] Group 4: Insight Acquisition Corp. - Insight Acquisition Corp. is a special purpose acquisition company (SPAC) aimed at merging with or acquiring businesses [4] - The company is sponsored by Insight Acquisition Sponsor LLC [4]

Core Viewpoint - Alpha Modus Corp. is set to merge with Insight Acquisition Corp., with a special meeting scheduled for October 14, 2024, to approve the business combination [1][4][7] Group 1: Business Combination Details - The U.S. SEC has declared effective the registration statement related to the business combination, which will result in the formation of "Alpha Modus Holdings, Inc." [1][2] - The common stock and warrants of the combined company are expected to trade on Nasdaq under the tickers "AMOD" and "AMODW" shortly after the closing of the business combination [2] - The special meeting will be held virtually for Insight stockholders of record as of September 18, 2024, to vote on the business combination and related matters [4] Group 2: Company Background - Alpha Modus focuses on creating, developing, and licensing data-driven technologies to enhance the in-store digital experience for consumers [6] - Founded in 2014, Alpha Modus is headquartered in Cornelius, North Carolina [6] Group 3: Advisory and Legal Counsel - CHW Strategic Advisors is acting as M&A advisor for Alpha Modus, while Maxim Group LLC serves as capital markets advisor [5] - Legal counsel for Insight is provided by Loeb & Loeb LLP, and for Alpha Modus by Brunson Chandler & Jones, PLLC [5]

Company Overview - Alpha Modus, Corp. focuses on artificial intelligence in retail and has received two new patent awards from the United States Patent and Trademark Office [1][7][13] - The company was founded in 2014 and is headquartered in Cornelius, North Carolina, specializing in data-driven technologies to enhance consumers' in-store digital experience [14] Business Combination - Alpha Modus has entered into a business combination agreement with Insight Acquisition Corp., which is a special purpose acquisition company [8][15] - The proposed business combination is subject to conditions including approval from stockholders of both companies and the SEC declaring the registration statement effective [8] Patent Awards - The company received U.S. Patent No. 12,026,731 for a "Method for Personalized Marketing and Advertising of Retail Products," issued on July 2, 2024 [7] - Additionally, U.S. Patent No. 12,039,550 for a "Method for Enhancing Customer Shopping Experience in a Retail Store" was issued on July 16, 2024 [13]

Core Viewpoint - Alpha Modus has entered into a business combination agreement with Insight Acquisition Corp, which is subject to various conditions including stockholder approvals and SEC regulations [3]. Company Overview - Alpha Modus is a technology company focused on artificial intelligence in retail, enhancing consumer in-store digital experiences [9]. - The company was founded in 2014 and is headquartered in Cornelius, North Carolina [9]. Business Combination Details - The business combination agreement (BCA) was effective as of October 13, 2023, and involves the acquisition of Alpha Modus by Insight Acquisition Corp [3]. - The closing of the proposed business combination is contingent upon approval from stockholders of both companies and the SEC declaring Insight's registration statement effective [3]. Patent Awards - Alpha Modus has received two new patents from the United States Patent and Trademark Office, including U.S. Patent No. 12,039,550, which focuses on enhancing customer shopping experiences in retail [4]. Regulatory Filings - Insight and Alpha Modus have filed a registration statement on Form S-4 with the SEC, which includes a proxy statement related to the proposed business combination [6]. - Stockholders are advised to read the definitive proxy statement and related documents once available, as they will contain important information regarding the business combination [6].