As filed with the Securities and Exchange Commission on December 11, 2025 Registration No. [●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Identification No.) 20311 Chartwell Center Dr., #1469 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALPHA MODUS HOLDINGS, INC. (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) ...

Financial Performance - Alpha Modus reported no revenue for the three months ended September 30, 2025, and the same for the three months ended September 30, 2024[190]. - For the nine months ended September 30, 2025, Alpha Modus had no revenue, consistent with the same period in 2024[194]. - The net loss for the three months ended September 30, 2025, was $4,259,599, a significant increase from a net loss of $315,746 for the same period in 2024[193]. - 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]. - Operating expenses increased to $1,217,858 for the three months ended September 30, 2025, compared to $286,131 for the same period in 2024, primarily due to higher professional fees, insurance premiums, payroll, and investor relations expenses[191]. - Operating expenses for the nine months ended September 30, 2025, rose to $3,725,869 from $597,595 in the same period in 2024[195]. - 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 for the same period in 2024[192]. - Total other expenses for the nine months ended September 30, 2025, were $3,628,873, with $3,523,515 as interest expense, compared to $127,884 in total other expenses for the same period in 2024[196]. - 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]. - As of September 30, 2025, Alpha Modus had cash of $75,705 and estimated it would need to raise a minimum of $2,500,000 to maintain its growth plan[198]. Strategic Initiatives - 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 and a mobile application, targeting a national deployment[158]. - The company has established strategic alliances to enhance scalability and reduce friction in technology deployment across retail environments[151]. Intellectual Property - The company has initiated multiple patent infringement lawsuits against major retailers, including Kroger and Walgreens, 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 patent portfolio that supports its IP-driven ecosystem, covering core methods for AI applications in retail[152]. - Alpha Modus intends to continue its intellectual property licensing and enforcement efforts throughout 2025, although future success is uncertain[160]. Financing and Shareholder Matters - 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, along with 7,500,000 shares of Series C Preferred Stock[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 at a price equal to 90% of the lowest daily volume-weighted average price during the preceding five trading days[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 outstanding balance of the Note was increased to $3,597,501.71 following a second amendment, and the monthly payments were set at $582,000 plus accrued interest[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 entered into an Option Agreement to acquire Alpha Modus Ventures, LLC for a total consideration of $35,000,000 in common stock, subject to shareholder approval[181]. - The Company expects to incur additional annual expenses as a public company, including increased audit and legal fees[179].

Financial Performance - For the six months ended June 30, 2025, Alpha Modus reported no revenue, consistent with the same period in 2024[179]. - Operating expenses for the six months ended June 30, 2025, were $2,508,011, a significant increase from $311,464 in the same period of 2024[181]. - The net loss for the six months ended June 30, 2025, was $3,095,143, compared to a net loss of $409,733 for the same period in 2024[183]. - For the three months ended June 30, 2025, Alpha Modus also reported no revenue, mirroring the results from the same period in 2024[184]. - Operating expenses for the three months ended June 30, 2025, were $1,148,810, up from $120,553 in the same period of 2024[185]. - The net loss for the three months ended June 30, 2025, was $2,787,062, compared to a net loss of $187,037 for the same period in 2024[187]. - As of June 30, 2025, Alpha Modus had cash of $118,214 and estimated it would need to raise a minimum of $2,500,000 to maintain its growth plan[188]. - Net cash used in operating activities for the six months ended June 30, 2025, was $1,115,337, compared to $283,216 for the same period in 2024[189]. Business Developments - The business combination with Alpha Modus, Corp. was completed on December 13, 2024, marking a significant operational transition for the company[134]. - 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 a national deployment[146]. - Alpha Modus's partnership with VSBLTY focuses on enhancing customer experience using AI and data analytics in retail settings[147]. - The Company has the option to acquire Alpha Modus Ventures, LLC for a total consideration of $35,000,000 in common stock, subject to shareholder approval[171]. Intellectual Property - 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]. - Alpha Modus 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]. Financing 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[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 and 7,500,000 shares of Series C Preferred Stock issued and outstanding[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[157]. - The Note has a maturity of 18 months, accrues interest at 10% per annum, and is convertible into common stock at a price equal to 90% of the lowest daily volume-weighted average price during the preceding five trading days[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 issued a promissory note for $2,142,857.14 to a family trust of the CEO, accruing interest at 8% per annum[173]. - The Company will incur additional annual expenses as a public company, including costs for liability insurance and increased audit and legal fees[169]. - 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]. Going Concern - The company has faced substantial doubt about its ability to continue as a going concern due to recurring losses and lack of current revenues[149].

Financial Performance - Alpha Modus Holdings, Inc. reported a lack of current revenues and recurring losses from operations, raising substantial doubt about its ability to continue as a going concern [145]. - The Company had no revenue during the three months ended March 31, 2025 and 2024 [175]. - Operating expenses increased to $1,359,201 for the three months ended March 31, 2025, compared to $190,911 for the same period in 2024, primarily due to higher professional fees, insurance premiums, payroll, and investor relations expenses [176]. - The net loss for the three months ended March 31, 2025 was $308,081, compared to a net loss of $222,696 for the same period in 2024 [178]. - Net cash used in operating activities was $594,147 for the three months ended March 31, 2025, compared to $175,286 for the same period in 2024 [180]. - As of March 31, 2025, the Company had cash of $148,277 and estimated it would need to raise a minimum of $2,500,000 to maintain its growth plan [179]. Business Developments - The company completed a business combination with Alpha Modus, Corp. on December 13, 2024, changing its name to Alpha Modus Holdings, Inc. [139]. - Alpha Modus entered into a license agreement with GZ6G Technologies Corp. on January 11, 2024, aiming to deploy services by the end of 2024 and expand offerings in additional industries in 2024 [141]. - The company has a goal to expand its event venue service offerings by late 2025, indicating a focus on market expansion [141]. - The Company entered into a Patent Monetization Agreement on April 28, 2025, to provide litigation funding related to patent litigation against Broadcom Inc. [167]. Securities and Financing - The company entered into a securities purchase agreement on October 23, 2024, for a secured convertible promissory note of $2,890,000, with a net purchase price of $2,600,000 [152]. - The note will accrue interest at 10% per annum and is convertible into Class A common stock at a price equal to 90% of the lowest daily volume-weighted average price during the five trading days preceding conversion [157]. - The outstanding balance of the Note was increased to $3,597,501.71 as of April 28, 2025, with monthly payments set at $582,000 plus accrued interest [161]. - The company is required to reserve 7,500,000 shares of its common stock for issuance under the note and must add shares in increments of 100,000 when requested by the investor [157]. - The company has the potential to issue up to 2,200,000 additional shares of common stock as Earnout Shares based on stock performance milestones [148]. Legal Matters - A patent infringement action was initiated against The Kroger Company, which has since been settled, and further lawsuits were filed against Brookshire Grocery Co., Wakefern Food Corporation, and others [142]. Company Classification - The Company is classified as an "emerging growth company" and plans to take advantage of the extended transition period for new or revised financial accounting standards [183]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures [187].

Business Combination and Corporate Structure - Alpha Modus completed a business combination with Alpha Modus, Corp. on December 13, 2024, changing its name to Alpha Modus Holdings, Inc. [241] - The business combination resulted in the issuance of 5,295,000 shares of common stock and 7,500,000 shares of Series C Preferred Stock [264] - Approximately 426,136 shares of common stock were redeemed prior to the business combination, resulting in $1.16 million of cash becoming available [264] - The company incurred $361,643 in acquisition costs during the business combination [279] - Alpha Modus is classified as an emerging growth company and plans to take advantage of the extended transition period for new financial accounting standards [282] Intellectual Property and Licensing - The company has developed patented solutions for retailers and consumer brands, enhancing consumer experience at the point of sale [242] - Alpha Modus entered into a license agreement with GZ6G Technologies Corp. on January 11, 2024, to co-develop AI-driven advertising solutions, with deployment expected by the end of 2024 [243] - A license agreement with Xalles Holdings Inc. was established on April 10, 2024, focusing on self-service kiosks for unbanked and underbanked consumers, with services expected to launch by the end of 2024 [245] - Alpha Modus plans to continue its intellectual property licensing and enforcement efforts throughout 2025 [246] - The company initiated multiple patent infringement lawsuits against major retailers, including The Kroger Company and Walgreen Co., to protect its intellectual property [244] Financial Performance - For the year ended December 31, 2024, Alpha Modus reported no revenue, consistent with the previous year [273] - Operating expenses increased to $834,895 for the year ended December 31, 2024, up from $391,949 in 2023, primarily due to higher professional fees related to the merger [274] - Alpha Modus recorded total other income of $4,938,162 for the year ended December 31, 2024, compared to total other expense of $109,346 in 2023 [275] - The company achieved a net income of $4,103,067 for the year ended December 31, 2024, a significant improvement from a net loss of $501,295 in 2023 [276] - Cash used in operations was $1,676,499 for the year ended December 31, 2024, compared to $515,181 in 2023 [278] Debt and Financing - The company entered a securities purchase agreement on October 23, 2024, for a secured convertible promissory note of $2,890,000, with a net purchase price of $2,600,000 [254] - The note will accrue interest at 10% per annum and is convertible into common stock at a price based on the lowest daily volume-weighted average price [256][257] - The company amended the terms of the note on December 12, 2024, establishing a floor price of $4.00 per share for conversion [258] - Monthly payments under the note will commence on March 16, 2025, if the closing bid price remains below the floor price for ten consecutive trading days [260] - As of December 31, 2024, Alpha Modus had cash of $735,814 and estimated needing to raise a minimum of $2,500,000 to support operations [277]

IPO and Trust Account - The Company completed an IPO on September 7, 2021, raising gross proceeds of $240.0 million with offering costs of approximately $17.5 million[195]. - Following the IPO, $241.2 million was placed in a Trust Account, invested in U.S. government securities or money market funds[196]. - The Company has until December 7, 2023, to complete a Business Combination, with the option to extend this period by depositing $20,000 per month into the Trust Account[198]. - If the Company fails to complete a Business Combination by the deadline, it will redeem Public Shares at a price equal to the amount in the Trust Account divided by the number of outstanding Public Shares[198]. Business Combination Agreements - The Company entered into a business combination agreement with Avila Energy Corporation on April 3, 2023, but this agreement was mutually terminated on August 10, 2023[202][203]. - Avila will reimburse the Company $300,000 for expenses incurred in connection with the terminated agreement, with payments structured over several months[203]. - The Company has a forward share purchase agreement that was terminated due to the cancellation of the Avila BCA[205]. - The Business Combination Agreement with Alpha Modus was approved by stockholders, allowing for the merger and the issuance of 7,500,000 new shares of preferred stock[210]. Financial Contributions and Agreements - A Subscription Agreement was established with Polar Multi-Strategy Master Fund, allowing for funding of up to $1,000,000 to cover working capital expenses[206]. - In September 2023, Polar funded the Company $150,000 under the Subscription Agreement[206]. - The Company will issue one (1) share of Class A Common Stock for each dollar funded by Polar through Capital Calls, with no transfer restrictions on the Subscription Shares[207]. - In the event of a default by the Sponsor, they must transfer 0.1 share of Class A or Class B Common Stock for each $1 funded by Polar, repeating this for each month the default continues[208]. - The aggregate advance under the Subscription Agreement from Polar was reduced from $1,000,000 to $975,000, with specific conditions for share issuance based on the business combination[226]. Financial Performance and Liabilities - For the three months ended September 30, 2024, the company reported a net loss of approximately $236,000, primarily due to a $228,000 loss on the change in the fair value of derivative liabilities[258]. - For the nine months ended September 30, 2024, the company had a net loss of approximately $2.7 million, which included approximately $1.1 million in stock compensation expense and $960,000 in general and administrative costs[259]. - For the nine months ended September 30, 2023, the company reported a net income of approximately $284,000, driven by a $2.9 million gain on investments held in the Trust Account[261]. - The company booked a liability of $2,402,516 for the excise tax based on 1% of shares redeemed during the reporting period[250]. - The company is currently evaluating its options regarding the payment of its excise tax liability, which could incur additional interest and penalties estimated at 10% per annum[253]. - The company is subject to a potential excise tax liability that must be filed and paid by October 31, 2024, for any liabilities incurred during 2023[252]. Share Redemptions - In connection with the March 6, 2023 meeting, 21,151,393 shares were redeemed for a total payment of $215,621,387[247]. - At the annual meeting on September 6, 2023, 1,847,662 shares were tendered for redemption, resulting in a total payment of $19,208,848[248]. - At the special meeting on June 5, 2024, 481,865 shares were tendered for redemption for a total payment of $5,421,323[249]. Company Operations and Management - The Company has not generated any operating revenues since inception and will not do so until the completion of its initial Business Combination[257]. - The Board appointed Glenn Worman as the new Chief Financial Officer, effective April 21, 2024, following the removal of Mr. Gary from the CEO and CFO positions[219]. - Mr. Gary transferred $891,000 back to the Company between October 10, 2023, and November 2, 2023, after being directed by the Board to return funds used for Company expenses[215]. Compliance and Future Outlook - The company received a notice from Nasdaq on September 27, 2024, indicating non-compliance with IM-5101-2 due to failure to complete a business combination by September 1, 2024, risking delisting[235]. - The company has until December 7, 2024, to consummate a business combination, with substantial doubt raised about its ability to continue as a going concern[242]. - As of September 30, 2024, the company had $11,810 in its operating bank account and a working capital deficit of $5,274,211[237]. Underwriting and Fees - Odeon Capital Group LLC will receive 90,000 shares of IAC common stock at the closing of the Business Combination, waiving further underwriting commissions[228]. - Cantor Fitzgerald & Co. will receive 210,000 shares of IAC common stock at the closing and will be liable for liquidated damages of $4,000,000 if registration obligations are not met[228]. - As of September 30, 2024, the company had $6.6 million outstanding under deferred underwriting fees payable[263]. - The company has entered into agreements with underwriters to modify the payment structure of deferred underwriting discounts, including accepting shares in lieu of cash[265][267]. - The company has no off-balance sheet arrangements as of September 30, 2024[273].