ALPHA MODUS HOLDINGS, INC.

As filed with the Securities and Exchange Commission on February 10, 2025

Registration No. [●]

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

**REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ALPHA MODUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

**20311 Chartwell Center Dr., #1469

Cornelius, NC 28031

(704) 252-5050

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

William Alessi

Alpha Modus Holdings, Inc.

**20311 Chartwell Center Dr., #1469

Cornelius, NC 28031

(704) 252-5050

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

**Lance Brunson, Esq.

Callie Tempest Jones, Esq.

**Brunson Chandler & Jones, PLLC

Walker Center, 14 th Floor

**175 S. Main Street, Suite 1410

Salt Lake City, Utah 84111

(801) 303-5737

**Approximate date of commencement of proposed sale to the public:**From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 10, 2025

PRELIMINARY PROSPECTUS

ALPHA MODUS HOLDINGS, INC.

**5,189,638****Shares of Common Stock

2,325,004 Warrants to Purchase Shares of Common Stock

2,325,004 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 “Selling Securityholders”) of up to 5,189,638 shares of Alpha Modus Holdings, Inc. (“Alpha Modus” or the “Company”) Class A common stock, par value $0.0001 per share (“common stock”), 2,325,004 warrants to purchase shares of common stock, and 2,325,004 shares of common stock that are issuable upon the exercise of the warrants, consisting of:

We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. The Selling Securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of our common stock or warrants, except with respect to amounts received by us upon the exercise of the warrants. Because the exercise price of the Private Placement Warrants substantially exceeds the current trading price of our common stock, it is unlikely that holders of our warrants will be able to exercise such warrants in the near future, if at all. As a result, we are unlikely to receive any proceeds from the exercise of our warrants in the near future, if at all. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sale of shares of our common stock or warrants. See section entitled “Plan of Distribution” beginning on page 59 of this prospectus.

Due to the significant number of shares of our common stock that were redeemed in connection with the Business Combination, the number of shares of common stock that the Selling Securityholders can sell into the public markets pursuant to this prospectus may exceed our public float. As a result, the resale of shares of our common stock pursuant to this prospectus could have a significant negative impact on the trading price of our common stock. This impact may be heightened by the fact that, as described above, certain of the Selling Securityholders acquired shares of our common stock at prices that are well below the current trading price of our common stock. The 7,514,642 shares that may be resold and/or issued into the public markets pursuant to this prospectus represent approximately 60.2% of the shares of our common stock outstanding as of January 30, 2025 (after giving effect to the issuance of the Convertible Note Shares and Private Warrant Shares).

Our common stock and public warrants are listed on the Nasdaq Global Market under the symbols “AMOD” and “AMODW,” respectively. As of February 7, 2025, the closing price of our common stock and warrants was $2.37 and $0.0703, respectively.

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.

INVESTING IN OUR SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS” SECTION BEGINNING ON PAGE 7 OF THIS PROSPECTUS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus. No one has been authorized to provide you with information that is different from that contained in this prospectus. This prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this prospectus is accurate as of any date other than that date.

For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

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