Sec Form 3 Filing - Alessi William Rosario Jr @ ALPHA MODUS HOLDINGS, INC. - 2024-12-13

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2. Issuer Name and Ticker or Trading Symbol ALPHA MODUS HOLDINGS, INC. [ AMOD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 20311 CHARTWELL CENTER DR., STE. 1469 3. Date of Earliest Transaction (MM/DD/YY) 12/13/2024 (Street) CORNELIUS, NC28031 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price 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 Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series C Preferred Stock ( 3 ) 06/13/2026 ( 3 ) Class A Common Stock 4,300,000 I By The Alessi 2023 Irrevocable Trust ( 1 ) Series C Preferred Stock ( 3 ) 06/13/2026 ( 3 ) Class A Common Stock 800,000 I By The WRA 2023 Irrevocable Trust ( 1 ) Series C Preferred Stock ( 3 ) 06/13/2026 ( 3 ) Class A Common Stock 800,000 I By The Janet Alessi 2023 Irrevocable Trust ( 1 ) Series C Preferred Stock ( 3 ) 06/13/2026 ( 3 ) Class A Common Stock 800,000 I By The Isabella Alessi 2023 Irrevocable Trust ( 1 ) Series C Preferred Stock ( 3 ) 06/13/2026 ( 3 ) Class A Common Stock 800,000 I By The Kim Alessi Richter Irrevocable Trust ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Alessi William Rosario Jr 20311 CHARTWELL CENTER DR. STE. 1469 CORNELIUS, NC28031 X X CEO Signatures /s/ William R. Alessi Jr. 12/20/2024 Signature of Reporting Person Date

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.

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 4(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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