Alpha Modus Holdings, Inc S-4/A, filed Sep 13, 2024
Alpha Modus Holdings, Inc. (AMOD)
As filed with the U.S. Securities and Exchange Commission on September 13, 2024.
Registration No. 333-276291
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
Amendment No. 6
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
INSIGHT ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
_________________________
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Delaware |
6770 |
27-2447291 |
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(State or Other Jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
333 East 91st Street
New York, New York 10128
(646) 825-2380
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
_________________________
Michael Singer
Insight Acquisition Corp.
333 East 91st Street
New York, New York 10128
Telephone: (646) 825-2380
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_________________________
Copies to:
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Mitchell Nussbaum, Esq. |
Lance Brunson, Esq. |
_________________________
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and after all conditions under the Business Combination Agreement to consummate the proposed merger are satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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(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, a smaller reporting company and 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.
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Large accelerated filer |
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Accelerated filer |
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Non-Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
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Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
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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 the registration statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.
EXPLANATORY NOTE
Insight Acquisition Corp. is filing this Amendment No. 6 to the Registration Statement on Form S-4 (File No. 333-276291), originally filed on December 28, 2023, as amended by Amendment No. 1 to the Registration Statement on Form S-4/A filed with the Commission on February 8, 2024, as further amended by Amendment No. 2 to the Registration Statement on Form S-4/A filed with the Commission on July 3, 2024, as further amended by Amendment No. 3 to the Registration Statement on Form S-4/A filed with the Commission on July 31, 2024, as further amended by Amendment No. 4 to the Registration Statement on Form S-4/A filed with the Commission on August 30, 2024, as further amended by Amendment No. 5 to the Registration Statement on Form S-4/A filed with the Commission on September 12, 2024 (the “Registration Statement”), as an exhibit-only filing. Accordingly, this Amendment No. 6 consists only of the facing page, this explanatory note, Part II of the Registration Statement, including the signature page to the Registration Statement, the exhibit index, and the exhibits filed hereto. The remainder of the Registration Statement, including the prospectus, is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act.
IAC’s Amended and Restated Charter provides for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law, and IAC’s bylaws provide for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law.
In addition, effective upon the consummation of the Business Combination, as defined in Part I of this registration statement, IAC has entered or will enter into indemnification agreements with directors, officers, and some employees containing provisions which are in some respects broader than the specific indemnification provisions contained in the Delaware General Corporation Law. The indemnification agreements will require IAC, among other things, to indemnify its directors against certain liabilities that may arise by reason of their status or service as directors and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified.
Item 21. Exhibits and Financial Statement Schedules.
(a) The following exhibits are filed as part of this Registration Statement:
EXHIBIT INDEX
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Exhibit No. |
Description |
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2.1(1) |
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2.2** |
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2.3** |
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3.1(2) |
Amended and Restated Certificate of Incorporation of Insight Acquisition Corp. |
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3.2(3) |
First Amendment to Amended and Restated Certificate of Incorporation of Insight Acquisition Corp. |
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3.3(4) |
Second Amendment to Amended and Restated Certificate of Incorporation of Insight Acquisition Corp. |
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3.3(5) |
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3.4** |
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3.5** |
Bylaws of Insight Acquisition Corp. (included as Annex C to this proxy statement/prospectus) |
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5.1* |
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8.1* |
Opinion of Brunson Chandler & Jones, PLLC as to Certain Tax Matters |
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10.1(1) |
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10.2(1) |
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10.3(1) |
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10.4(1) |
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10.5(6) |
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10.6(6) |
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10.7(6) |
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Exhibit No. |
Description |
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10.8(6) |
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10.9(6) |
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10.10(7) |
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10.11(8) |
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10.12(9) |
Form of Employment Agreement to be entered into by Insight Acquisition Corp. and William Alessi |
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10.13(9) |
Form of Employment Agreement to be entered into by Insight Acquisition Corp. and Rod Sperry |
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10.14(9) |
Form of Employment Agreement to be entered into by Insight Acquisition Corp. and Chris Chumas |
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10.15(9) |
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10.16(9) |
Extension Agreement, dated March 29, 2024, by and among Alpha Modus, Corp. and Janbella Group, LLC |
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10.17(11) |
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10.18(11) |
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10.19(10) |
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10.20(10) |
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10.21(10) |
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23.1** |
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23.2** |
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23.3* |
Consent of Brunson Chandler & Jones, PLLC (included in Exhibits 5.1 and 8.1) |
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24.1 |
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107** |
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* Filed herewith.
** Previously Filed.
% To be filed by amendment.
(1) Incorporated by reference to the Current Report on Form 8-K of Insight Acquisition Corp. filed with the Securities and Exchange Commission on April 4, 2023 (Commission File No. 001-40775).
(2) Incorporated by reference to the Current Report on Form 8-K of Insight Acquisition Corp. filed with the Securities and Exchange Commission on September 7, 2021 (Commission File No. 001-40775).
(3) Incorporated by reference to the Current Report on Form 8-K of Insight Acquisition Corp. filed with the Securities and Exchange Commission on March 8, 2023 (Commission File No. 001-40775).
(4) Incorporated by reference to Current Report on Form 8-K of Insight Acquisition Corp. filed with the Securities and Exchange Commission on September 8, 2023 (Commission File No. 001-40775).
(5) Incorporated by reference to the Current Report on Form 8-K of Insight Acquisition Corp. filed with the Securities and Exchange Commission on June 7, 2024 (Commission File No. 001-40775).
(6) Incorporated by reference to the Current Report on Form 8-K of Insight Acquisition Corp. filed with the Securities and Exchange Commission on October 17, 2023 (Commission File No. 001-40775).
(7) Incorporated by reference to the Quarterly Report on Form 10-Q of Insight Acquisition Corp. filed with the Securities and Exchange Commission on October 25, 2023 (Commission File No. 001-40775).
(8) Incorporated by reference to the Quarterly Report on Form 10-Q of Insight Acquisition Corp. filed with the Securities and Exchange Commission on June 6, 2024 (Commission File No. 001-40775).
(9) Incorporated by reference to the Registration Statement on Form S-4 (Amendment No. 2) filed with the Securities and Exchange Commission on July 3, 2024 (Commission File No. 333-276291).
(10) Incorporated by reference to the Current Report on Form 8-K of Insight Acquisition Corp. filed with the Securities and Exchange Commission on June 24, 2024 (Commission File No. 001-40775).
(11) Incorporated by reference to the Registration Statement on Form S-4 (Amendment No. 3) filed with the Securities and Exchange Commission on July 31, 2024 (Commission File No. 333-276291).
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Item 22. Undertakings.
(a) The undersigned registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(6) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
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(7) That every prospectus: (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities may be permitted to directors, officers and controlling persons of the undersigned pursuant to the foregoing provisions, or otherwise, the undersigned has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the undersigned of expenses incurred or paid by a director, officer or controlling person of the undersigned in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the undersigned will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(c) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
(d) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 13th day of September, 2024.
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INSIGHT ACQUISITION CORP. |
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By: |
/s/ Michael Singer |
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Michael Singer |
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Executive Chairman, Chief Executive Officer and Director |
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By: |
/s/ Glenn Worman |
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Glenn Worman |
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Chief Financial Officer |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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Name |
Position |
Date |
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* |
Executive Chairman (Principal Executive Officer) and |
September 13, 2024 |
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Michael Singer |
Director |
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/s/ Glenn Worman |
Chief Financial Officer (Principal Financial Officer) |
September 13, 2024 |
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Glenn Worman |
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* |
Director |
September 13, 2024 |
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David Brosgol |
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Director |
September 13, 2024 |
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Victor Pascucci, III |
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* |
Director |
September 13, 2024 |
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William Ullman |
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* Michael Singer hereby signs this Amendment No. 6 to the registration statement on behalf of the indicated persons for whom he is attorney-in-fact, pursuant to powers of attorney included in the Registration Statement on Form S-4 of Insight Acquisition Corp. filed with the Securities and Exchange Commission on December 28, 2023.
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*By: |
/s/ Michael Singer |
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Michael Singer |
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Attorney-In-Fact |
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Exhibit 5.1
OPINION AND CONSENT OF BRUNSON CHANDLER & JONES, PLLC
September 13, 2024
Insight Acquisition Corp.
333 East 91st Street
New York, NY 10128
| Re: | Insight Acquisition Corp. |
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to Insight Acquisition Corp., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-4, initially filed by the Company with the Securities and Exchange Commission (the “SEC”) on December 28, 2023 (File No. 333-276291), as subsequently amended, under the Securities Act of 1933, as amended (the “Securities Act”). Such Registration Statement, including the proxy statement/prospectus contained therein, as amended and supplemented is referred to herein as the “Registration Statement.”
The Registration Statement relates to, among other things, (a) the proposed merger of IAC Merger Sub Inc., a Florida corporation and wholly owned subsidiary of the Company (“Merger Sub”), with and into Alpha Modus, Corp., a Florida corporation (“Alpha Modus”), with Alpha Modus surviving as a wholly owned subsidiary of the Company (the “Merger”), pursuant to the terms of that certain Business Combination Agreement, dated as of October 13, 2023, as amended on June 21, 2024 (the “Business Combination Agreement”), by and between the Company, Merger Sub and Alpha Modus; and (b) the registration of shares of Class A common stock, par value $0.0001 per share, of the Company (“Insight Common Stock”), that may become issuable by the Company upon the consummation of the Merger and the transactions contemplated by the Business Combination Agreement (the “Closing”).
The shares of Insight Common Stock to which the Registration Statement relates (the “Registered Shares”) consist of: (a) 6,145,000 shares of Insight Common Stock to be issued by the Company pursuant to the Business Combination Agreement to the holders of shares of common stock of Alpha Modus that are issued and outstanding immediately prior to the “Effective Time” (as defined in the Business Combination Agreement); and (b) up to 2,200,000 shares of Insight Common Stock issuable by the Company, upon the satisfaction of certain conditions set forth in the Business Combination Agreement, to the holders of shares of common stock of Alpha Modus that are issued and outstanding immediately prior to the Effective Time.
Assumptions
In rendering the opinion expressed below, we have assumed, with your permission and without independent verification or investigation:
1. That all signatures on documents we have examined in connection herewith are genuine and that all items submitted to us as original are authentic and all items submitted to us as copies conform with originals;
2. Except for the documents stated herein, there are no documents or agreements between the Company and/or any third parties which would expand or otherwise modify the respective rights and obligations of the parties as set forth in the documents referred to herein or which would have an effect on the opinion;
3. That as to all factual matters, each of the representations and warranties contained in the documents referred to herein is true, accurate and complete in all material respects, and the opinion expressed herein is given in reliance thereon.
We have examined the following documents in connection with this matter:
1. The Company’s Certificate of Incorporation, as amended and restated;
2. The Company’s Bylaws;
3. The Registration Statement; and
4. Unanimous Consents of the Company’s Board of Directors.
We have also examined various other documents, books, records, instruments and certificates of public officials, directors, executive officers and agents of the Company, and have made such investigations as we have deemed reasonable, necessary or prudent under the circumstances. Also, in rendering this opinion, we have reviewed various statutes and judicial precedent as we have deemed relevant or necessary. Defined terms used herein that are not otherwise defined herein have the meanings ascribed to them in the Registration Statement.
In rendering the opinions stated herein, we have also assumed that (a) prior to effecting the Merger and the issuance of the Registered Shares, (i) the Registration Statement will have become effective under the Securities Act, (ii) the requisite stockholders of the Company will have duly approved the Merger and the issuance of the Registered Shares in accordance with the General Corporation Law of the State of Delaware, (iii) the conditions to consummating the Merger and the other transactions contemplated by the Business Combination Agreement will have been satisfied or duly waived; (iv) the Amended and Restated Charter (as defined in the Registration Statement) and Articles of Merger, each in draft forms submitted for our review, will be duly authorized and executed and thereafter be duly filed with the States of Delaware and Florida, respectively, in accordance with Delaware and Florida law, respectively, and that the Company will pay any fees and other charges required to be paid in connection with such filings; and (v) the Merger and the other transactions contemplated by the Business Combination Agreement will have been consummated in accordance with the terms and conditions of the Business Combination Agreement; (b) other than the Company’s charter documents as currently in effect, no other certificate or document has been, or prior to the filing of the above-described Amended and Restated Charter and Articles of Merger, will be, filed by or in respect of the Company and the Merger Sub with the States of Delaware and Florida; (c) all Registered Shares will be issued and delivered in the manner specified in the Registration Statement; (d) if issued in physical form, the certificates evidencing the Registered Shares will be signed by the authorized officers of the Company and registered by the transfer agent and registrar or, if issued in book-entry form, an appropriate account statement evidencing the Registered Shares credited to the recipient’s account maintained with said transfer agent has been issued by said transfer agent; and (e) the issuance of the Registered Shares will be properly recorded in the books and records of the Company.
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Conclusions
Based solely upon the foregoing and in reliance thereon, and subject to the qualifications, limitations, exceptions and assumptions set forth herein, we are of the opinion that the Registered Shares to be issued by the Company pursuant to the Business Combination Agreement, when issued, exchanged, and delivered pursuant to and in accordance with the terms and conditions of the Business Combination Agreement against the receipt of the requisite consideration therefor as provided for in the Business Combination Agreement and as described in the Registration Statement, will be validly issued, fully paid, and non-assessable.
The opinions set forth above are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; and (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy. We expressly disclaim any obligation to update our opinions herein, regardless of whether changes in the facts or laws upon which this opinion are based come to our attention after the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and the reference to our firm in the Prospectus in the Registration Statement under the caption “Legal Matters.” In providing this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, including Item 509 of Regulation S-K.
Very truly yours,
/s/ Brunson Chandler & Jones, PLLC
BRUNSON CHANDLER & JONES, PLLC
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Exhibit 8.1
OPINION AND CONSENT OF BRUNSON CHANDLER & JONES, PLLC
September 13, 2024
Alpha Modus, Corp.
20311 Chartwell Center Dr., #1469
Cornelius, NC 28031
| Re: | Alpha Modus, Corp. |
Merger Tax Opinion
Ladies and Gentlemen:
We have acted as special counsel to Alpha Modus, Corp., a Florida corporation (“Alpha Modus”), in connection with the proposed merger (the “Merger”) of IAC Merger Sub Inc. (“Merger Sub”), a Florida corporation and a wholly owned subsidiary of Insight Acquisition Corp., a Delaware corporation (“Insight”), with and into Alpha Modus, with Alpha Modus as the surviving entity, as contemplated by the Business Combination Agreement, dated as of October 13, 2023, by and between Alpha Modus, Merger Sub, and Insight, as amended by the First Amendment to the Business Combination Agreement, dated as of June 21, 2024 (such business combination agreement, as amended, the “Business Combination Agreement”). In connection with the effectiveness of the Registration Statement on Form S-4, as amended (the “Registration Statement”) including the proxy statement/prospectus forming a part thereof, relating to the Merger and initially filed with the Securities and Exchange Commission on December 28, 2023, you have requested our opinion as to certain U.S. federal income tax matters relating to Alpha Modus and its shareholders.
In providing our opinion, we have examined the Business Combination Agreement, the Registration Statement, and such other documents, records and papers as we have deemed necessary or appropriate in order to give the opinion set forth herein. In addition, we have assumed that: (i) the Merger and related transactions will be consummated in accordance with the provisions of the Business Combination Agreement and as described in the Registration Statement (and no covenants or conditions described therein and affecting this opinion will be waived or modified); (ii) the statements concerning the Merger and the parties thereto set forth in the Business Combination Agreement and the Registration Statement are true, complete and correct, and the Registration Statement is true, complete and correct and will remain true, complete and correct at all times up to and including the effective time of the Merger; (iii) all such statements qualified by knowledge, belief or materiality or comparable qualification are and will be true, complete and correct as if made without such qualification; (iv) all documents submitted to us as originals are authentic, all documents submitted to us as copies conform to the originals, all relevant documents have been or will be duly executed in the form presented to us and all natural persons who have executed such documents are of legal capacity; and (v) all applicable reporting requirements have been or will be satisfied. If any of the above-described assumptions is untrue for any reason, or if the Merger is consummated in a manner that is different from the manner described in the Business Combination Agreement and the Registration Statement, our opinion as expressed below may be adversely affected.
Based upon and subject to the foregoing and the exceptions, limitations and qualifications described in the Registration Statement, we are of the opinion that, under currently applicable United States federal income tax law, the Merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).
We express no opinion on any issue or matter relating to the tax consequences of the transactions contemplated by the Business Combination Agreement or the Registration Statement other than the opinion set forth above. Our opinion is based on current provisions of the Code, Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service and case law, any of which may be changed at any time with retroactive effect. Any change in applicable laws or the facts and circumstances surrounding the Merger and related transactions, or any inaccuracy in the statements, facts, or assumptions upon which we have relied, may affect the continuing validity of our opinion as set forth herein. We assume no responsibility to inform Alpha Modus of any such change or inaccuracy that may occur or come to our attention.
We are furnishing this opinion solely in connection with the filing of the Registration Statement. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement, and to the references therein to us. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, including Item 509 of Regulation S-K.
Very truly yours,
/s/ Brunson Chandler & Jones, PLLC
BRUNSON CHANDLER & JONES, PLLC