ThZeal - The Zeal

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Alessi William Rosario Jr

(Last)

(First)

(Middle)

20311 CHARTWELL CENTER DR.

STE. 1469

(Street)

CORNELIUS

28031

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/13/2024

3. Issuer Name and Ticker or Trading Symbol
ALPHA MODUS HOLDINGS, INC. [ AMOD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	139,784	I	By The Alessi 2023 Irrevocable Trust⁽¹⁾
Class A Common Stock	200,000	I	By The WRA 2023 Irrevocable Trust⁽¹⁾
Class A Common Stock	200,000	I	By The Janet Alessi 2023 Irrevocable Trust⁽¹⁾
Class A Common Stock	200,000	I	By The Isabella Alessi 2023 Irrevocable Trust⁽¹⁾
Class A Common Stock	200,000	I	By The Kim Alessi Richter Irrevocable Trust⁽¹⁾
Class A Common Stock	610,216	I	By The Alessi Revocable Trust⁽¹⁾
Class A Common Stock	2,792,308	I	By Janbella Group, LLC⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Preferred Stock	06/13/2026	⁽³⁾	Class A Common Stock	4,300,000	⁽³⁾	I	By The Alessi 2023 Irrevocable Trust⁽¹⁾
Series C Preferred Stock	06/13/2026	⁽³⁾	Class A Common Stock	800,000	⁽³⁾	I	By The WRA 2023 Irrevocable Trust⁽¹⁾
Series C Preferred Stock	06/13/2026	⁽³⁾	Class A Common Stock	800,000	⁽³⁾	I	By The Janet Alessi 2023 Irrevocable Trust⁽¹⁾
Series C Preferred Stock	06/13/2026	⁽³⁾	Class A Common Stock	800,000	⁽³⁾	I	By The Isabella Alessi 2023 Irrevocable Trust⁽¹⁾
Series C Preferred Stock	06/13/2026	⁽³⁾	Class A Common Stock	800,000	⁽³⁾	I	By The Kim Alessi Richter Irrevocable Trust⁽¹⁾

Explanation of Responses:

1. William Alessi's spouse, Sonia Alessi, is the trustee of each of the preceding trusts, and Mr. Alessi is deemed to be the beneficial owner of shares held in the name of each of the trusts.

2. Mr. Alessi has voting and investment discretion with respect to shares held by Janbella Group, LLC, and is deemed to be the beneficial owner of shares held in the name of Janbella Group, LLC.

3. Shares of Series C Preferred Stock Shares are not convertible until 18 months following December 18, 2024, so long as a Trigger Event (as defined in the Second A&R Certificate of Incorporation of the issuer) has not occurred. Beginning 18 months following December 13, 2024, or following the occurrence of a Trigger Event, shares of Series C Preferred Stock are convertible at the Conversion Price. "Conversion Price" generally means a price per share equal to the lesser of either $10.00, or if no Trigger Event has occurred, 100% of the average of the 5 lowest closing bid prices of the common stock during the 10 days preceding conversion (the "Measurement Period"), not to exceed 100% of the lowest sales price on the last day of the Measurement Period, or following any Trigger Event, 50.0% of the average of the lowest closing bid prices of the common stock during the Measurement Period, not to exceed 50.0% of the lowest sales price on the last day of the Measurement Period.

	/s/ William R. Alessi Jr.	12/20/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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