Alpha Modus Holdings Completes Asset Deal, Changes Control

TL;DR

AMOD just closed an asset deal, changed control, and is altering its corporate structure. Big moves happening.

AI Summary

Alpha Modus Holdings, Inc. (AMOD) announced a significant corporate event on December 13, 2024, involving the completion of an acquisition or disposition of assets. The filing also details changes in control, material modifications to security holder rights, and unregistered sales of equity securities. Additionally, the company has amended its articles of incorporation or bylaws and changed its fiscal year end to December 31st.

Why It Matters

This 8-K filing signals a major shift in Alpha Modus Holdings' structure and operations, potentially impacting its business strategy, financial performance, and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate changes including asset disposition, change in control, and unregistered equity sales, which can introduce uncertainty and risk.

Key Numbers

• 20241213 — Report Date (Key date for the reported events.)
• 20241219 — Filing Date (Date the 8-K was officially submitted to the SEC.)
• 1231 — Fiscal Year End (Indicates the company's financial reporting cycle.)

Key Players & Entities

• ALPHA MODUS HOLDINGS, INC. (company) — Filer
• Insight Acquisition Corp. /DE (company) — Former Company Name
• 20241213 (date) — Date of Report
• 20241219 (date) — Filing Date
• 1231 (date) — Fiscal Year End

FAQ

Key Financial Figures

• $0.0001 — red Class A Common Stock, par value $0.0001 per share AMOD The Nasdaq Stock Ma
• $11.50 — Common Stock at an exercise price of $11.50 AMODW The Nasdaq Stock Market, LLC
• $13.00 — ompany's common stock equals or exceeds $13.00 per share, $15.00 per share and $18.00
• $15.00 — ock equals or exceeds $13.00 per share, $15.00 per share and $18.00 per share (as equi
• $18.00 — $13.00 per share, $15.00 per share and $18.00 per share (as equitably adjusted for st
• $2,890,000 — ote in the original principal amount of $2,890,000 (the " Note ") for a net purchase price
• $2,600,000 — e " Note ") for a net purchase price of $2,600,000 (after deducting an original issue disc
• $260,000 — deducting an original issue discount of $260,000, and payment of $30,000 for the Investo
• $30,000 — ue discount of $260,000, and payment of $30,000 for the Investor's legal, accounting, d
• $5,000,000 — ) the right to fund up to an additional $5,000,000 to the Company, with the Company's cons
• $20,000,000 — rangement with the Company for at least $20,000,000, through the date that is one year foll
• $4.00 — days preceding conversion, subject to a $4.00 per share floor price (such that the co
• $10 million — ny's market capitalization is less than $10 million), and provided that (ii) the Note is no
• $1,100,000, b — oeb & Loeb LLP (" Loeb "), in excess of $1,100,000, by paying Loeb $425,000 in cash and issui
• $425,000 — in excess of $1,100,000, by paying Loeb $425,000 in cash and issuing Loeb a promissory n

Filing Documents

• form8-k.htm (8-K) — 288KB
• ex3-1.htm (EX-3.1) — 123KB
• ex3-2.htm (EX-3.2) — 154KB
• ex10-8.htm (EX-10.8) — 35KB
• ex10-9.htm (EX-10.9) — 117KB
• ex10-10.htm (EX-10.10) — 117KB
• ex10-11.htm (EX-10.11) — 118KB
• ex16-1.htm (EX-16.1) — 5KB
• ex21-1.htm (EX-21.1) — 3KB
• ex99-2.htm (EX-99.2) — 514KB
• ex99-3.htm (EX-99.3) — 217KB
• ex3-1_001.jpg (GRAPHIC) — 6KB
• 0001493152-24-050829.txt ( ) — 2167KB
• amod-20241213.xsd (EX-101.SCH) — 4KB
• amod-20241213_def.xml (EX-101.DEF) — 29KB
• amod-20241213_lab.xml (EX-101.LAB) — 36KB
• amod-20241213_pre.xml (EX-101.PRE) — 26KB
• form8-k_htm.xml (XML) — 6KB

Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project,"

Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target," "designed to" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. The Company cautions readers of this Report that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company's control, that could cause the actual results to differ materially from the expected results. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, potential benefits and the commercial attractiveness to customers of the Company's products and services, the potential success of the Company's marketing and growth strategies, potential benefits of the Business Combination (including with respect to shareholder value). These statements are based on various assumptions, whether or not identified in this Report, and on the current expectations of the Company's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. These forward-looking statements are subject to a number of risks and uncertainties, including: the Company's inability to achieve or sustain profitability; the viability of the Company's intellectual property; changes in applicable laws or regulations; the possibility that the Company's business or the combined company may be adversely af

Business

Business The business of the Company is described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled " Information About Alpha Modus " beginning on page 155 thereof, and that information is incorporated herein by reference. On November 12, 2024, Legacy Alpha Modus filed a patent infringement lawsuit against Brookshire Grocery Co. alleging infringement of several Alpha Modus patents pertaining to its 571 patent portfolio, 825 patent portfolio, 672 patent portfolio, 890 patent portfolio and 880 patent portfolio, which encompass retail marketing and advertising data-driven technologies to enhance consumers' in-store experience at the point of decision. The complaint was filed in the United States District Court for the Eastern District of Texas. Risk Factors The risks associated with the Company's business are described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled " Risk Factors " beginning on page 31 thereof and are incorporated herein by reference. A summary of the risks associated with the Company's business is included on pages 20-22 of the Proxy Statement/Consent Solicitation Statement/Prospectus under the heading " Summary Risk Factors " and is incorporated herein by reference. Financial Information The financial information of IAC is described in (i) the Proxy Statement/Consent Solicitation Statement/Prospectus in the sections entitled " Selected Financial and Other Data of IAC " and " IAC's Management's Discussion and Analysis of Financial Condition and Results of Operations " beginning on pages 25 and 142 thereof, respectively, which are incorporated herein by reference, and (ii) the Quarterly Report of the Company filed on November 18, 2024, in the section entitled " Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations " beginning on page 29 thereof, which is incorporated herein by reference. The financial information of Leg

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View this 8-K filing on SEC EDGAR