Alpha Modus Holdings, Inc S-1/A, filed May 20, 2025

Alpha Modus Holdings, Inc. (AMOD)

S-1/A 2025-05-20

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Added on October 15, 2026

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Delaware		6770		27-2447291
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		Page
INTRODUCTORY NOTE AND FREQUENTLY USED TERMS		1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		3
SUMMARY OF THE PROSPECTUS		4
THE OFFERING		6
RISK FACTORS		7
USE OF PROCEEDS		20
MARKET PRICE AND DIVIDEND INFORMATION		20
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AND OTHER DATA		21
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		31
BUSINESS		36
MANAGEMENT		39
EXECUTIVE COMPENSATION		43
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		46
DESCRIPTION OF SECURITIES		48
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		53
SELLING SECURITYHOLDER		55
U.S. FEDERAL INCOME TAX CONSIDERATIONS		56
PLAN OF DISTRIBUTION		58
LEGAL MATTERS		59
EXPERTS		59
WHERE YOU CAN FIND MORE INFORMATION		60
INDEX TO FINANCIAL STATEMENTS		F-1

	●	Alpha Modus’ inability to achieve or sustain profitability;

	●	the viability of Alpha Modus’ intellectual property;

	●	changes in applicable laws or regulations;

	●	the possibility that Alpha Modus’ business or the combined company may be adversely affected by other economic business, changing technology, evolving industry standards, and/or competitive factors;

	●	the ability of Alpha Modus to obtain, maintain, and protect its intellectual property, and other risks related to enforcement of Alpha Modus’ intellectual property rights;

	●	failure to realize the anticipated benefits of the proposed business combination;

	●	risks related to future market adoption of Alpha Modus’ technology;

	●	risks related to Alpha Modus’ marketing and growth strategies;

	●	the effects of competition on Alpha Modus’ future business;

	●	the ability of Alpha Modus to meet the continued listing standards of The Nasdaq Stock Market;

	●	Alpha Modus’ ability to raise funding on reasonable terms as necessary to develop its products in the timeframe contemplated by its business plan;

	●	Alpha Modus’ ability to execute its business plans and strategy;

	●	the outcome of any legal proceedings that may be instituted against us related to the Business Combination; and

	●	other risks and uncertainties described in this prospectus, including those under the section entitled “Risk Factors.”

	●	The resale of shares of our common stock pursuant to this prospectus could have a significant negative impact on the trading price of our common stock.

	●	Alpha Modus had net losses and negative cash flows from operating activities in the past, and it may not achieve or sustain profitability.

	●	If Alpha Modus is unable to continue as a going concern, its securities will have little or no value.

	●	The artificial intelligence (AI) technology market in which Alpha Modus participates is competitive.

	●	If Alpha Modus fails to adapt to changes in the AI industry, its business may be harmed.

	●	Alpha Modus may fail to protect its intellectual property rights and proprietary information.

	●	Alpha Modus will likely become subject to intellectual property disputes.

	●	Alpha Modus’ patent portfolio is subject to evolving legislation, regulations, and rules associated with patent law in the United States and other jurisdictions, which may adversely affect its business.

	●	Patent litigation is inherently risky, and the USPTO, or other relevant patent offices, may either invalidate Alpha Modus’ patents or materially narrow the scope of their claims.

	●	Alpha Modus may experience delays in successful enforcement and licensing of its patent portfolio.

	●	Because Alpha Modus’ patents are expected to expire in 2034-2037, its continued operations beyond those dates will depend on its ability to obtain additional patents with later expiration dates.

	●	Alpha Modus’ lack of patent enforcement and licensing experience could adversely affect its operations.

	●	Alpha Modus will incur increased costs as a result of operating as a public company.

	●	Alpha Modus’ management team has limited experience managing a Nasdaq-listed public company.

	●	Alpha Modus is a “controlled company” under Nasdaq’s listing rules and can rely on exemptions from certain corporate governance requirements.

	●	Alpha Modus may issue additional shares of common or preferred stock, which would dilute the interests of stockholders and likely present other risks.

	●	We may amend the terms of our public warrants in a manner that may be adverse to holders of public warrants without the approval of all holders.

	●	Alpha Modus may redeem unexpired Public Warrants prior to their exercise at a time that is disadvantageous to holders, thereby making Public Warrants worthless.

	●	Alpha Modus may be subject to the excise tax included in the Inflation Reduction Act of 2022 in connection with redemptions of our common stock after December 31, 2022.

	●	We do not expect that we will pay dividends in the foreseeable future.

	●	If Alpha Modus fails to develop or maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results or prevent financial fraud.

	●	Alpha Modus’ outstanding Series C Preferred Stock, and the future issuances of other debt securities and equity securities, may adversely affect the Company, including the market price of the Company’s common stock, and be dilutive to existing stockholders.

	●	There can be no assurance that Alpha Modus will continue to be listed on the Nasdaq in the future.

	●	The market price of Alpha Modus’s common stock may decline.

	●	Alpha Modus’s failure to meet the continued listing requirements of Nasdaq could result in a delisting of its securities.

	●	Alpha Modus is as an “emerging growth company” as well as a smaller reporting company within the meaning of the Securities Act, and if the Company takes advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make the Company’s securities less attractive to investors and may make it more difficult to compare the Company’s performance with other public companies.

	●	The future exercise of registration rights may adversely affect the market price of our common stock.

Issuer	Alpha Modus Holdings, Inc.

Securities offered by the Selling Securityholder	We are registering the resale by the Selling Securityholder named in this prospectus, or their permitted transferees, of an aggregate of 4,250,000 shares of common stock, consisting of up to: 3,000,000 Convertible Note Shares and 1,250,000 Pre-Delivery Shares.

Use of proceeds	We will not receive any of the proceeds from the sale of the common stock or warrants by the Selling Securityholder. See “Use of Proceeds” for additional information.

Common stock issued and outstanding immediately after this offering	On a pro forma basis before and after giving effect to issuance of the Convertible Note Shares:
		●	13,828,806 shares of common stock prior to the issuance of any Convertible Note Shares; and
		●	16,828,806 shares of common stock assuming the issuance of all 3,000,000 of the Convertible Note Shares.

Nasdaq ticker symbols	Our common stock and Public Warrants are currently listed on Nasdaq under the symbol “AMOD” and “AMODW,” respectively.

Risk factors	Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors” and elsewhere in this prospectus.

	The resale of shares of our common stock pursuant to this prospectus could have a significant negative impact on the trading price of our common stock.

	●	2,200,000 Earnout Shares; and

	●	Approximately 20,700,000 shares of common stock in the aggregate issuable upon exercise of the Private Placement Warrants and Public Warrants.

Security		Purchase price		% of shares		Potential profit per share
Convertible Note Shares (3,000,000 shares) and Pre-Delivery Shares (1,250,000 shares)		To be issued upon conversion of the Secured Convertible Promissory Note held by the Selling Securityholder, at a conversion price no less than $1.25 per share		25.3% (after giving effect to the issuance of the Convertible Note Shares)		Up to $0.09 per share (not including profit from the original issue discount, interest, and other fees due under the Convertible Note)

	●	cease selling, licensing, or using products or features that incorporate the intellectual property rights that Alpha Modus allegedly infringes, misappropriates, or violates;

	●	make substantial payments for legal fees, settlement payments, or other costs or damages, including indemnification of third parties;

	●	obtain a license or enter into a royalty agreement, either of which may not be available on reasonable terms or at all, in order to obtain the right to sell or use the relevant intellectual property; or

	●	redesign the allegedly infringing products or services to avoid infringement, misappropriation, or violation, which could be costly, time-consuming, or impossible.

	●	an exemption from the rule that a majority of its board of directors must be independent directors;

	●	an exemption from the rule that its compensation committee be composed entirely of independent directors;

	●	an exemption from the rule that its director nominees must be selected or recommended solely by independent directors or a nominating committee composed solely of independent directors;

	●	may significantly dilute the equity interest of existing investors;

	●	may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded to holders of common stock;

	●	could cause a change in control if a substantial number of common stock is issued, which may affect, among other things, Alpha Modus’s ability to use its net operating loss carry forwards, if any, and could result in the resignation or removal of Alpha Modus’s present officers and directors; and

	●	may adversely affect prevailing market prices for Alpha Modus’s common stock and/or warrants.

	●	no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

	●	the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director with or without cause by stockholders, which prevents stockholders from being able to fill vacancies on our board of directors;

	●	the ability of our board of directors to determine whether to issue shares of our preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

	●	a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

	●	the requirement that a special meeting of stockholders may be called only by the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

	●	limiting the liability of, and providing indemnification to, our directors and officers;

	●	controlling the procedures for the conduct and scheduling of stockholder meetings;

	●	providing for a staggered board, in which the members of the board of directors are divided into three classes to serve for a period of three years from the date of their respective appointment or election;

	●	granting the ability to remove directors with cause by the affirmative vote of 66 2∕3% in voting power of the outstanding shares of Alpha Modus common stock entitled to vote thereon;

	●	requiring the affirmative vote of at least 66 2∕3% of the voting power of the outstanding shares of capital stock of Alpha Modus entitled to vote generally in the election of directors, voting together as a single class, to amend the Proposed Bylaws or certain sections of the Amended and Restated Charter; and

	●	advance notice procedures that stockholders must comply with in order to nominate candidates to Alpha Modus Board or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of Alpha Modus.

	●	Alpha Modus will indemnify its directors and officers for serving Alpha Modus in those capacities or for serving other business enterprises at its request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;

	●	Alpha Modus may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;

	●	Alpha Modus will be required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

	●	Alpha Modus will not be obligated pursuant to its Proposed Bylaws to indemnify a person with respect to proceedings initiated by that person against Alpha Modus or its other indemnitees, except with respect to proceedings authorized by its board of directors or brought to enforce a right to indemnification; and

	●	the rights conferred in the Proposed Bylaws are not exclusive, and Alpha Modus is authorized to enter into indemnification agreements with its directors, officers, employees and agents and to obtain insurance to indemnify such persons.

	●	a limited availability of market quotations for Alpha Modus’s securities;

	●	reduced liquidity for Alpha Modus’s securities;

	●	a determination that Alpha Modus common stock is a “penny stock” which will require brokers trading in Alpha Modus common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Alpha Modus common stock;

	●	a limited amount of analyst coverage; and

	●	a decreased ability to issue additional securities or obtain additional financing in the future.

Equity Capitalization Summary	Shares		%
Alpha Modus Stockholders⁽²⁾		6,687,308		53.7	%
William Alessi and Affiliates⁽³⁾		4,342,308		34.9	%
Other Alpha Modus Stockholders		2,345,000		18.8	%
IAC Public Stockholders		92,944		0.7	%
Sponsor⁽⁴⁾		4,199,990		33.7	%
Anchor Investors⁽⁵⁾		1,050,010		8.4	%
Underwriters⁽⁶⁾		300,000		2.4	%
Michael Singer⁽⁷⁾		125,000		1.1	%
Total common stock		12,455,252		100.0	%

	●	investors react negatively to the prospects of Alpha Modus’s business operations, results, and prospects;

	●	actual or anticipated fluctuations in Alpha Modus’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

	●	changes in the market’s expectations about Alpha Modus’s operating results;

	●	success of competitors;

	●	changes in financial estimates and recommendations by securities analysts concerning Alpha Modus or the AI industry in general;

	●	operating and share price performance of other companies that investors deem comparable to Alpha Modus;

	●	Alpha Modus’s ability to market new and enhanced products and technologies on a timely basis;

	●	changes in laws and regulations affecting Alpha Modus’s business;

	●	Alpha Modus’s ability to meet compliance requirements;

	●	commencement of, or involvement in, litigation involving Alpha Modus;

	●	changes in Alpha Modus’s capital structure, such as future issuances of securities or the incurrence of additional debt;

	●	the volume of Alpha Modus’s shares of common stock available for public sale; or

	●	any major change in Alpha Modus’s Board or management.

●	The Alpha Modus’ stockholders have the greatest voting interest in the Post-Combination Company;

●	The Alpha Modus’ stockholders have the ability to control decisions regarding election and removal of directors and officers of the Post-Combination Company;

●	Alpha Modus comprises the ongoing operations of the Post-Combination Company; and

●	Alpha Modus’ existing senior management is the senior management of the Post-Combination Company.

	(1) Alpha Modus (Historical)		(2) IAC (Historical)		Transaction Accounting Adjustments				Pro Forma Combined
Assets:
Current assets:
Cash	$	66	$	12	$	(12	)	(B)	$	620
						1,161		(D)
						(2,207	)	(F)
						(1,000	)	(G)
						2,600		(O)
Prepaid expenses		—		84		142		(F)		226
Due from related party		—		145		(145	)	(P)		—
Due from Sponsor		—		140		(140	)	(P)		—
Total current assets		66		381		399				846
Investments held in Trust Account		—		5,941		(4,810	)	(A)		—
						12		(B)
						18		(C)
						(1,161	)	(D)
Total Assets	$	66	$	6,322	$	(5,542	)		$	846

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	61	$	459	$	(266	)	(F)	$	254
Accrued expenses		—		884		(791	)	(F)		93
Accrued liabilities to related party		74		—		—				74
Accrued interest payable to related party		65		—		(65	)	(G)		—
Payable to related party, net of discount		1,476		—		(1,476	)	(G)		—
Loan payable		—		108		(108	)	(G)		—
Due to related party		—		777		(777	)	(P)		—
Due to investor, net of debt discount		—		975		(975	)	(G)		—
Vendor promissory note		—		—		325		(F)		325
Income tax payable		—		49		—				49
Excise tax payable		—		2,403		—				2,403
Total current liabilities		1,676		5,655		(4,133	)			3,198
Convertible note – related party		—		35		—				35
Deferred underwriting commissions in connection with the Initial Public Offering		—		6,600		(6,600	)	(E)		—
Earnout Shares liability		—		—		19,861		(M)		19,861
Sponsor Earnout Shares liability		—		—		6,771		(N)		6,771
SPA Note		—		—		2,600		(O)		2,600
Deferred tax liability		—		5		—				5
Derivative liabilities		—		1,035		—				1,035
Total Liabilities		1,676		13,330		18,499				33,505
IAC Class A common stock subject to possible redemption, $0.0001 par value, 519,080 shares at redemption value		—		5,850		(4,810	)	(A)		—
						12		(B)
						18		(C)
						(1,070	)	(J)

(in thousands, except share and per share data)	Nine Months Ended September 30, 2024			Year Ended December 31, 2023
Net loss	$	(3,399	)	$	(15,595	)
Weighted average shares outstanding of common stock⁽¹⁾		12,455,252			12,455,252
Net loss per common share, basic and diluted	$	(0.27	)	$	(1.25	)

	●	targeted marketing campaigns;

	●	actionable insights on consumer product packaging;

	●	inventory control;

	●	smart planograms;

	●	in-store heatmapping of consumer traffic;

	●	consumer behavior; and

	●	staffing needs based on foot traffic in a retail location.

	●	Engage consumers with interactive output displays throughout brick-and-mortar retail stores to capture critical decision-making at the point of sale.

	●	Cater to specific and immediate needs of the consumer.

	●	Capture MAC address tracking data, user eye tracking, object identification of goods throughout the store.

	●	Assess the consumers product engagement and product tracking in real time.

	●	Aid in inventory management and product placement throughout a store by creating smart planograms.

	●	Curate tailored in-store marketing solutions.

	●	Drive sales via engaging customers with digital experiences at the point of sale.

	●	Class B, which consists of William Ullman and Michael Garel, whose terms will expire at the second annual meeting of stockholders to be held after the consummation of the Business Combination; and

	●	Class C, which consists of William Alessi and Gregory Richter, whose terms will expire at the third annual meeting of stockholders to be held after the consummation of the Business Combination.

Name	Age	Position
*Executive Officers*
William Alessi	52	Chief Executive Officer, Director
Rodney Sperry	57	Chief Financial Officer
Chris Chumas	38	Chief Sales Officer
Thomas Gallagher	64	Chief Revenue Officer
*Non-Employee Directors*
William Ullman	61	Director^(1),(2),(3)
Greg Richter	60	Director
Michael Garel	46	Director^(1),(2),(3)
Scott Wattenberg	53	Director^(1),(2),(3)

	●	evaluating the performance, independence and qualifications of the Company’s independent auditors and determining whether to retain the Company’s existing independent auditors or engage new independent auditors;

	●	monitoring the integrity of the Company’s financial statements and the Company’s compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;

	●	reviewing the integrity, adequacy and effectiveness of the Company’s internal control policies and procedures;

	●	preparing the audit committee report required by the SEC to be included in the Company’s annual proxy statement;

	●	discussing the scope and results of the audit with the Company’s independent auditors, and reviewing with management and the Company’s independent auditors the Company’s interim and year-end operating results;

	●	establishing and overseeing procedures for employees to submit concerns anonymously about questionable accounting or auditing matters;

	●	reviewing the Company’s guidelines and policies on risk assessment and risk management;

	●	reviewing and approving related party transactions;

	●	obtaining and reviewing a report by the Company’s independent auditors at least annually, that describes the Company’s independent auditors internal quality control procedures, any material issues raised by review under such procedures, and any steps taken to deal with such issues when required by applicable law; and

	●	approving (or, as permitted, pre-approving) all audit and non-audit services to be performed by the Company’s independent auditors.

	●	approving the retention of compensation consultants and outside service providers and advisors;

	●	reviewing and approving, or recommending that the Company Board approve, the compensation of Company’s executive officers, including annual base salary, annual incentive bonuses, specific performance goals relevant to their compensation, equity compensation, employment;

	●	reviewing and recommending to the Company Board the compensation of the Company’s directors;

	●	administering and determining any award grants under the Company’s equity and non-equity incentive plans;

	●	reviewing and evaluating succession plans for the executive officers;

	●	preparing the compensation committee report required by the SEC to be included in the Company’s annual proxy statement; and

	●	periodically reviewing the Company’s practices and policies of employee compensation as they relate to risk management and risk-taking incentives.

	●	identifying, evaluating, and recommending individuals qualified to become members of the Company Board and its committees;

	●	evaluating the performance of the Company Board and of individual directors;

	●	reviewing the Company’s environmental and social responsibility policies and practices;

	●	developing and recommending corporate governance guidelines to the Company Board; and

	●	overseeing an annual evaluation of the Company Board’s and management.

	●	for any transaction from which the director derives an improper personal benefit;

	●	for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

	●	for any unlawful payment of dividends or redemption of shares; or

	●	for any breach of a director’s duty of loyalty to the corporation or its stockholders.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)⁽²⁾		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
William Alessi	2024		—	$	26,027		—		—		—		—		—	$	26,027
Chief Executive Officer	2023		—		—		—		—		—		—		—		—
Chris Chumas	2024		—		—		—		—		—		—		—		—
Chief Sales Officer (Chief Strategic Officer of Alpha Modus, Corp.)	2023		—		—		—		—		—		—		—		—
Rodney Sperry	2024	$	36,000		—		—		—		—		—		—	$	36,000
Chief Financial Officer	2023	$	3,000		—		—		—		—		—		—	$	3,000
Thomas Gallagher	2024		—		—		—		—		—		—		—		—
Chief Revenue Officer	2023		—		—		—		—		—		—		—		—

	(i)	Ranking. The Series C Preferred Stock will rank senior to the IAC common stock and other classes of IAC preferred stock with respect to rights upon liquidation, winding up or dissolution.

	(ii)	Voting. Each share of Series C Preferred Stock shall entitle the holder to one vote on all matters submitted to the vote of IAC’s shareholders;

	(iii)	Dividends. The Series C Preferred Stock shall be treated pari passu with the IAC common stock except that the dividends per share payable on the Series C Preferred Stock shall equal the dividend per share declared on each share of IAC common stock multiplied by $10.00 (the “Face Value”) and divided by the applicable Conversion Price (as defined below). “Conversion Price” means a price per share equal to the lesser of either the Face Value, or (a) if no Trigger Event (as defined below) has occurred, 100% of the average of the 5 lowest closing bid prices of the IAC common stock during the 10 days preceding the conversion notice date (the “Measurement Period”), not to exceed 100% of the lowest sales price on the last day of the Measurement Period, or (b) 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 such Measurement Period. “Trigger Event” generally means (a) a failure of a holder of Series C Preferred Stock to receive conversion shares when required; (b) IAC’s violation of or failure to timely perform any covenant in the designation of the Series C Preferred Stock or any agreement between IAC and the Series C Preferred Stockholder that is either (x) related to the payment of cash or delivery of conversion shares, or (y) curable, has not occurred before, and is not cured within 5 trading days of notice; (c) IAC’s suspension from trading or delisting from its principal trading exchange or market; (d) notification of an intention for IAC or its transfer agent not to comply with a conversion notice; (e) IAC’s bankruptcy, insolvency, reorganization, liquidation or similar proceedings; (f) the appointment of a custodian, receiver or similar official for IAC; (g) the entry of judgments against IAC in excess of $500,000 which are not stayed or satisfied within 30 days of entry; (h) IAC’s failure to comply with reporting requirements of Securities Exchange Act; (i) the initiation of any regulatory, administrative or enforcement proceeding against IAC; or (j) any material provision of the designation of the Series C Preferred Stock ceases to be valid or is contested.

	(iv)	Liquidation. Upon any liquidation, dissolution or winding up of IAC, holders of Series C Preferred Stock shall be paid the Face Value per share, plus any accrued but unpaid dividends (the “Liquidation Value”).

	(v)	Redemption. IAC shall be obligated to pay holders the Liquidation Value to redeem the Series C Preferred Stock upon the occurrence of a Deemed Liquidation Event (as defined below) or Trigger Event (as defined below). “Deemed Liquidation Event” generally means (a) a merger or consolidation where IAC or a subsidiary is a party to the merger and IAC issues shares of stock (except for domicile mergers and mergers not constituting a change of control); (b) IAC issues convertible or equity securities that senior to the Series C Preferred Stock in any respect; (c) a holder does not receive conversion shares upon conversion of the Series C Preferred Stock within 5 trading days due to the occurrence of an event that is solely within the control of IAC; (d) trading of the common stock is halted or suspended for 10 or more consecutive trading days due to the occurrence of an event that is solely within the control of IAC; or (e) a sale or other disposition of substantially all the assets of IAC that is not approved by the holders of the Series C Preferred Stock.

	(vi)	Conversion. Shares of Series C Preferred Stock are not convertible until 18 months following Closing of the Business Combination so long as a Trigger Event has not occurred. Beginning 18 months following Closing of the Business Combination, or following the occurrence of a Trigger Event, shares of Series C Preferred Stock are convertible at election of the holder at the then-applicable Conversion Price.

	●	in whole and not in part;

	●	at a price of $0.01 per warrant;

	●	upon not less than 30 days’ prior written notice of redemption to each warrantholder; and

	●	if, and only if, the reported last sale price of the Company common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the warrantholders.

	●	a stockholder who owns 15% or more of the Company’s outstanding voting stock (otherwise known as an “interested stockholder”);

	●	an affiliate of an interested stockholder; or

	●	an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.

	●	the Company Board approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;

	●	after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of the Company’s voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or

	●	on or subsequent to the date of the transaction, the initial business combination is approved by the Company Board and authorized at a meeting of the Company’s stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.