ALPHA MODUS HOLDINGS, INC. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information. Our Class A common stock and warrants are traded on The Nasdaq Stock Market under the symbols “INAQ” and “INAQW,” respectively. Holders As of May 1, 2024, there was one (1) holder of record of our Units, seven (7) holders of record of our Class A common stock, twenty-three (24) holders of record of our Class B common stock and one (1) holder of record of our redeemable warrants. Dividends We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans None. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities On April 30, 2021, our sponsor agreed to loan us an aggregate of up to $300,000 to cover expenses related to our IPO pursuant to a promissory note. This loan was non-interest bearing and payable upon the completion of our IPO. We borrowed approximately $163,000 under the promissory note. On September 7, 2021, we repaid $157,000 of the promissory note balance and repaid the remaining balance of approximately $6,000 in full on September 13, 2021. Subsequent to the repayment, the facility was no longer available to us. On May 5, 2021, our sponsor, purchased an aggregate of 6,181,250 shares of our Class B common stock, in exchange for a capital contribution of $25,000 at an average purchase price of approximately $0.004 per share. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On July 29, 2021, we effected a 1:1.1162791 stock split of our Class B common stock, resulting in our sponsor holding an aggregate of 6,900,000 founder shares. The number of founder shares outstanding was determined based on the expectation that the total size of our IPO would be for a maximum of 27,600,000 units if the underwriters’ over-allotment option was exercised in full and therefore that such founder shares would represent 20% of the outstanding shares after our IPO. On October 16, 2021, the over-allotment option expired unexercised. As such, 900,000 shares of Class B common stock were forfeited. In connection with our IPO, certain qualified institutional buyers or institutional accredited investors (in addition to related investment vehicles controlled by or affiliated with these investors) that are not affiliated with us, our sponsor, our directors or any member of our management (the “Institutional Anchor Investors”) purchased an aggregate of 2,376,000 Units in our IPO. In connection with the closing of the IPO, our sponsor sold a total of 1,350,000 founder shares to the Institutional Anchor Investors at their original purchase price. The founder shares will automatically convert into shares of our Class A common stock at the time of our initial business combination or upon the election of each holder on a one-for-one basis, subject to adjustment as set forth in our final prospectus, filed with the SEC on September 2, 2021. 62 On September 7, 2021, we consummated our IPO of 24,000,000 Units at a price of $10.00 per Unit, generating total gross proceeds of $240,000,000. Cantor Fitzgerald & Co. (“Cantor”) acted as sole book-running manager. Odeon Capital Group, LLC (“Odeon”) acted as lead manager. The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1, as amended (Registration No. 333-258727). The offering has been completed and all of the Units registered pursuant to the registration statement, other than the Units underlying the underwriter’s over-allotment option, were sold. The registration statement became effective on September 1, 2021. Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Warrants Purchase Agreement, the company completed the private sale of an aggregate of 7,500,000 warrants (the “Sponsor Private Placement Warrants”) to Insight Acquisition Sponsor LLC at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the company of $7,500,000. In addition, simultaneously with the closing of the IPO, pursuant to the UW Private Placement Warrants Purchase Agreement, the company completed the private sale of an aggregate of 1,200,000 warrants (the “UW Private Placement Warrants” and together with the Sponsor Private Placement Warrants, the “Private Placement Warrants”) to Cantor and Odeon at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $1,200,000. The Private Placement Warrants are identical to the Warrants sold in the IPO, except that the Private Placement Warrants, so long as they are held by the purchasers thereof or their permitted transferees, (i) are not redeemable by the company, (ii) may not (including the Class A common stock issuable upon exercise of such Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of the company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. A total of $241,200,000, comprised of $232,500,000 of the proceeds from the IPO (which amount includes $12,000,000 of the underwriters’ deferred discount) and $8,700,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee. We paid a total of $4,800,000 in underwriting discounts and commissions and approximately $514,000 for other costs and expenses related to the IPO, in addition to an estimated additional approximately $194,000 in other offering expenses that have been paid. In addition, the underwriters agreed to defer $12,000,000 in underwriting discounts and commissions. There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus dated September 1, 2021 which was filed with the SEC. Stock Repurchases We did not repurchase shares of our common stock during the year ended December 31, 2022. The March 6, 2023 Special Meeting, Charter Amendment, Redemptions and SPAC Term Extension As previously disclosed, on March 6, 2023 the Company held a special meeting (the “Special Meeting”) of stockholders. At the Special Meeting, the Company’s stockholders voted on and approved the following proposals: (i) a proposal to amend the Charter to extend the date by which the Company has to consummate a business combination for an additional one month, from March 7, 2023 to April 7, 2023 and thereafter, at the discretion of the board of directors of the Company and without a vote of the stockholders, up to five (5) times for an additional one month each time, for a total of up to five additional months to September 7, 2023 (the “First Charter Amendment Proposal”), (ii) a proposal to amend the Company’s amended and restated certificate of incorporation (the “Charter”) to eliminate from the Charter the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Second Charter Amendment Proposal”), and (iii) a proposal to amend the Charter to provide for the right of a holder of Class B common stock of the Company, par value $0.0001 per share (“Class B Common Stock”) to convert such shares into shares of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”) on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Third Charter Amendment Proposal” and together with the First Charter Amendment Proposal and the Second Charter Amendment Proposal, the “Charter Amendment Proposals”). The results of the Special Meeting were previously disclosed in the Company’s Current Report on Form 8-K, which was filed on March 8, 2023, and is incorporated herein by reference. A copy of the Charter Amendment is attached hereto as Exhibit 3.2, and is incorporated herein by reference. Pursuant to the Charter Amendment the board of directors of the Company approved the extension of the date by which the Company has to consummate a business combination to September 7, 2023 and authorized management to deposit $480,000 into the Trust Account for such extension. Management deposited $480,000 into the Trust Account and the date by which the Company had to consummate a business combination has been extended to September 7, 2023. 63 Conversion of Class B shares of common stock to Class A shares of common stock. As of December 31, 2022, the Company had 6,000,000 shares of Class B common stock issued and outstanding. On March 22, 2023, holders of 5,100,000 shares of Class B common stock, converted such shares to Class A common stock. Accordingly, following such conversion the Company has 7,948,607 shares of Class A common stock issued and outstanding and 900,000 shares of Class B common stock issued and outstanding. September 6, 2023 Annual Meeting of Stockholders The Company held an annual meeting of stockholders on September 6, 2023 (the “Annual Meeting”). At the Annual Meeting the Company’s stockholders approved the filing of a Second Amendment (the “Second Charter Amendment”) to its Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of State to modify the terms and extend time by which the Company has to consummate an initial business combination (the “Business Combination”) from September 7, 2023 to June 7, 2024, provided that the Company deposits the lesser of $20,000 and $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account, as defined in the Charter for each one-month extension. In connection with the stockholder’s vote at the Annual Meeting and the filing of the Second Charter Amendment, 1,847,662 shares of the Company’s Class A Common Stock, $0.0001 par value per share, were tendered for redemption in exchange for a total redemption payment of $19,208,848 from the Trust Account. The results of the Annual Meeting were previously disclosed in the Company’s Current Report on Form 8-K, which was filed on September 8, 2023, and is incorporated herein by reference. A copy of the Second Charter Amendment is attached hereto as Exhibit 3.3, and is incorporated herein by reference. Pursuant to the Second Charter Amendment the board of directors of the Company approved the extension of the date by which the Company has to consummate a business combination to June 7, 2024 and authorized management to deposit $180,000 into the Trust Account for such extension. Management deposited $180,000 into the Trust Account and the date by which the Company had to consummate a business combination was been extended to June 7, 2024. Item 6. [Reserved]