UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 001-40775

ALPHA MODUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

86-3386030

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

20311 Chartwell Center Dr., #1469

Cornelius, NC 28031

(Address of principal executive offices)

(704) 252-5050

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	AMOD	The Nasdaq Stock Market, LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	AMODW	The Nasdaq Stock Market, LLC

Securities registered pursuant to Section 12(g) of the Act:

None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an 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.

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

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 11, 2025, 41,959,958 shares of Class A common stock, par value $0.0001 per share (“common stock”), were issued and outstanding.

ALPHA MODUS HOLDINGS, INC.

Quarterly Report on Form 10-Q

For the Quarter Ended June 30, 2025

Table of Contents

		Page
PART I. FINANCIAL INFORMATION		1
Item 1.	Consolidated Financial Statements	1
	Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 (Unaudited)	1
	Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 (Unaudited)	2
	Consolidated Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2025 and 2024 (Unaudited)	3
	Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (Unaudited)	4
	Notes to Consolidated Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34
PART II. OTHER INFORMATION		35
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	37
Item 6.	Exhibits	37
SIGNATURES		39

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

ALPHA MODUS HOLDINGS, INC.

Consolidated Balance Sheets

(Unaudited)

	June 30, 2025			December 31, 2024
ASSETS
Current assets
Cash	$	118,214		$	735,814
Prepaid expenses		409,716			841,637
Franchise tax receivable		125,068			125,068
Total current assets		652,998			1,702,519

Property, plant and equipment, net		7,500			-
Total assets	$	660,498		$	1,702,519

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	684,494		$	16,487
Accrued liabilities		161,827			37,252
Accrued interest payable to related party		107,235			79,859
Excise tax payable		2,348,302			2,348,302
Financing payable		268,694			663,582
Convertible notes payable, net of discount		2,354,766			-
Convertible notes payable - related party, net of discount		35,000			35,000
Convertible notes payable		35,000			35,000
Note payable - related party, net of discount		1,775,691			1,375,691
Earnout shares and sponsor earnout shares liability		1,169			1,053,084
Warrant liability		2,297,700			1,950,053
Total current liabilities		10,034,878			7,559,310

Convertible notes payable, net of discount, non-current		-			2,934,543
Total liabilities		10,034,878			10,493,853

Commitments and contingencies		-			-

Mezzanine equity
Series C preferred stock, $0.001 par value, 8,500,000 shares authorized, 4,300,000 and 7,500,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		41,170,508			71,809,025

Stockholders’ deficit
Common stock, $0.0001 par value, 490,000,000 shares authorized, 40,622,274 and 12,455,252 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		4,062			1,246
Additional paid-in capital		46,374,585			13,226,787
Accumulated deficit		(96,923,535	)		(93,828,392	)
Total stockholders’ deficit		(50,544,888	)		(80,600,359	)
Total liabilities, mezzanine equity and stockholders’ deficit	$	660,498		$	1,702,519

The accompanying notes are an integral part of the unaudited consolidated financial statements.

ALPHA MODUS HOLDINGS, INC.

Consolidated Statements of Operations

(Unaudited)

	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
	For the Three Months Ended						For the Six Months Ended
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024

Revenue	$	-		$	-		$	-		$	-

Operating expenses
General and administrative expenses	$	623,155		$	48,107		$	1,690,225		$	124,627
Professional fees		525,655			72,446			817,786			186,837
Total operating expenses		1,148,810			120,553			2,508,011			311,464
Operating loss		(1,148,810	)		(120,553	)		(2,508,011	)		(311,464	)

Other income (expenses)
Patent infringement income		13,096			-			13,096			-
Interest income		-			4			6			5
Change in fair value of earnout shares liability		12,633			-			1,051,915			-
Change in fair value of warrants liability		(581,842	)		-			(347,647	)		-
Loss on settlement of debt		(598,324	)		-			(598,324	)		-
Interest expense		(483,815	)		(66,488	)		(706,178	)		(98,274	)
Total other income (expense)		(1,638,252	)		(66,484	)		(587,132	)		(98,269	)
Income (loss) before income tax expense		(2,787,062	)		(187,037	)		(3,095,143	)		(409,733	)
Income tax expense		-			-			-			-
Net loss	$	(2,787,062	)	$	(187,037	)	$	(3,095,143	)	$	(409,733	)

Loss per share, class A common stock – basic and diluted	$	(0.22	)	$	(0.03	)	$	(0.25	)	$	(0.09	)
Weighted average number of shares of class A common stock – basic and diluted		12,782,943			5,546,278			12,629,994			4,540,691

The accompanying notes are an integral part of the unaudited consolidated financial statements.

ALPHA MODUS HOLDINGS, INC.

Consolidated Statements Changes in Stockholders’ Deficit

(Unaudited)

	Shares		Amount		Paid-in Capital		Deficit			Deficit
	Common Stock ($0.0001 Par)				Additional		Accumulated			Total Stockholders’
	Shares		Amount		Paid-in Capital		Deficit			Deficit
Balance, December 31, 2024		12,455,252	$	1,246	$	13,226,787	$	(93,828,392	)	$	(80,600,359	)
Shares issued for services		21,528		2		58,123		-			58,125
Net loss for the period		-		-		-		(308,081	)		(308,081	)
Balance, March 31, 2025		12,476,780		1,248		13,284,910		(94,136,473	)		(80,850,315	)
Shares issued for services		102,026		10		124,462		-			124,472
Shares issued for financing incentive		1,250,000		125		1,437,375		-			1,437,500
Shares issued for conversion of note payable		713,600		71		891,929		-			892,000
Shares issued for conversion of preferred series C shares		26,079,868		2,608		30,635,909		-			30,638,517
Net loss for the period		-		-		-		(2,787,062	)		(2,787,062	)
Balance, June 30, 2025		40,622,274	$	4,062	$	46,374,585	$	(96,923,535	)	$	(50,544,888	)

	Common Stock ($0.0001 Par)				Additional		Accumulated			Total Stockholders’
	Shares		Amount		Paid-in Capital		Deficit			Deficit
Balance, December 31, 2023		3,500,000	$	350	$	2,697,132	$	(3,662,806	)	$	(965,324	)
Imputed interest discounts on related party notes		-		-		-		4,824			4,824
Shares issued for note extension with related party		1,400,000		140		34,860		-			35,000
Net loss for the period		-		-		-		(222,696	)		(222,696	)
Balance, March 31, 2024		4,900,000		490		2,731,992		(3,880,678	)		(1,148,196	)
Balance		4,900,000		490		2,731,992		(3,880,678	)		(1,148,196	)
Imputed interest discounts on related party notes		-		-		-		9,263			9,263
Shares issued for cash and financing incentive		1,000,000		100		24,900		-			25,000
Shares issued for services		245,000		25		6,100		-			6,125
Net loss for the period		-		-		-		(187,037	)		(187,037	)
Balance, June 30, 2024		6,145,000	$	615	$	2,762,992	$	(4,058,452	)	$	(1,294,845	)
Balance		6,145,000	$	615	$	2,762,992	$	(4,058,452	)	$	(1,294,845	)

The accompanying notes are an integral part of the unaudited consolidated financial statements.

ALPHA MODUS HOLDINGS, INC.

Consolidated Statements of Cash Flows

(Unaudited)

	June 30, 2025			June 30, 2024
	For the Six Months Ended
	June 30, 2025			June 30, 2024
Cash flows from operating activities:
Net income (loss)	$	(3,095,143	)	$	(409,733	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		500,785			70,027
Shares issued for services		182,597			6,125
Change in fair value of warrant liability		347,647			-
Change in fair value of earnout shares liability		(1,051,915	)		-
Loss on extinguishment of debt		598,324			-
Change in assets and liabilities:
Prepaid expenses		431,921			-
Other receivables		-			15,000
Accounts payable and accrued expenses		943,071			21,344
Accrued expenses - related party		-			(14,226	)
Accrued interest payable - related party		27,376			28,247
Net cash used in operating activities		(1,115,337	)		(283,216	)

Cash flows from investing activities:
Purchase of property, plant and equipment		(7,500	)		-
Net cash provided by investing activities		(7,500	)		-

Cash flows from financing activities:
Proceeds from notes payable to related party		800,000			400,000
Repayment of notes payable to related party		(400,000	)		(23,972	)
Proceeds from convertible notes payable		500,000			-
Repayment of financing payable		(394,888	)		-
Proceeds from sale of common stock		125			25,000
Net cash provided by financing activities		505,237			401,028
Net change in cash		(617,600	)		117,812

Cash at beginning of period		735,814			106,809
Cash at end of period	$	118,214		$	224,621

Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

Supplemental non-cash information
Common shares issued as financing incentive	$	1,437,500		$	-
Common shares issued from conversion of preferred series C shares	$	30,638,517		$	-
Common shares issued from conversion of convertible notes payable	$	892,000		$	-
Renegotiated notes payable	$	-		$	453,750
Shares issued to related party applied directly against accumulated deficit	$	-		$	35,000
Discounts on notes payable applied directly against accumulated deficit	$	-		$	14,087

The accompanying notes are an integral part of the unaudited consolidated financial statements.

ALPHA MODUS HOLDINGS, INC.

Notes to Consolidated Financial Statements

June 30, 2025

(Unaudited)

NOTE 1 – NATURE OF OPERATIONS

Company Background

Alpha Modus Corp. (the “Company,” “we,” “us,” “our,” or “Alpha Modus”), was incorporated in the State of Florida on July 11, 2014.

Nature of Operations

Alpha Modus was founded as an artificial intelligence software as a service provider. As of January 2020, Alpha Modus abandoned its software and deemed it not technologically feasible. Since that time, the Company has focused on developing its patents. Alpha Modus was awarded US Patent No. 10,360,571 (the “571 Patent”) on July 23, 2019. Since August 2019, Alpha Modus has focused on research and development to expand claims of the 571 Patent. The Company began commercialization efforts of the 571 Patent family in 2024.

Business Combination

On December 13, 2024, the parties to the Business Combination Agreement consummated the Business Combination. Immediately upon the consummation of the Business Combination, Alpha Modus, Corp. (“Alpha Modus”) became a wholly owned subsidiary of the Company, the Company changed its name to “Alpha Modus Holdings, Inc.,” (“Holdings”). In accordance with ASC 805, in a business combination, one of the combining entities shall be identified as the accounting acquirer. Management evaluated ASC 805-10-55-11 through 55-15 to make this determination. Management assessed the various criteria to identify the accounting acquirer; form of consideration, relative voting rights, large minority interest, composition of the governing body, composition of management, terms of the exchange of equity interests and relative size. Management determined that Alpha Modus would be the accounting acquirer, based on the voting rights after the combination, large minority interest, composition of board and management and relative size. Management evaluated which entity constituted a business based on the assets acquired and liabilities assumed along with the inputs and processes of the entities. Management determined that Alpha Modus constitutes a business and that the substance of the transaction is a recapitalization of Alpha Modus often referred to as a reverse recapitalization. Accordingly, the merger will be accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Under this method of accounting, Holdings will be treated as the acquired company for financial reporting purposes. The net assets of Holdings will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the merger will be those of Alpha Modus. All periods prior to the Merger have been retrospectively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Closing to effect the reverse recapitalization.

In the Business Combination, the Company issued 5,295,000 shares of common stock and 7,500,000 shares of Series C Preferred Stock to Legacy Alpha Modus’ shareholders as merger consideration in the Business Combination, and the Company issued 1,817,308 shares of common stock to various parties as required by the Business Combination Agreement. Immediately following the Business Combination there were 12,455,252 shares of the Company’s common stock (all Class A common stock) issued and outstanding, and 7,500,000 shares of the Company’s Series C Preferred Stock issued and outstanding.

Risks and Uncertainties

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

During the second quarter of 2024, the Internal Revenue Service issued final regulations with respect to the timing and payment of the excise tax. These regulations provided that the filing and payment deadline for any liability incurred during the period from January 1, 2023 to December 31, 2023 would be October 31, 2024. The Company is currently evaluating its options with respect to this obligation. Any amount of such excise tax not paid in full, will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.

NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC and has a year-end of December 31^st.

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. These interim financial statements should be read in conjunction with the financial statements and notes thereto included in this filing and the Form 10-K for the year ended December 31, 2024 filed with the SEC on April 15, 2025.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Liquidity and Going Concern

We have incurred recurring losses since inception and expect to continue to incur losses since the Company does not have any revenue stream. On June 30, 2025, we had $118,214 in cash. Our net loss incurred for the six months ended June 30, 2025 was $3,095,143, which was a result of changes in fair value of derivative liabilities and a loss on settlement of debt. The working capital deficit was $9,381,880 on June 30, 2025. As a result, there is substantial doubt about our ability to continue as a going concern. In the event that we are unable to generate sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition and long-term prospects. The Company expects to seek to obtain additional funding through increased revenues and future financings. There can be no assurance as to the availability or terms upon which such financing and capital might be available. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

Cash and Cash Equivalent

Cash is comprised of cash balances. Cash is held at major financial institutions and is subject to credit risk to the extent that those balances exceed applicable Federal Deposit Insurance Corporation (“FDIC”) insurance amounts of $250,000. From time to time, the Company has certain cash balances, including restricted cash, that may exceed insured limits. The Company utilizes large banking institutions that are reputable, therefore mitigating the risks.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. The more significant accounting estimates included in these consolidated financial statements are the determination of the fair value of the warrant liabilities, earnout shares and sponsor earnout shares, preferred series C stock and excise tax payable. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” equals or approximates the carrying amounts represented in the consolidated balance sheets, except for the derivative liabilities (see Note 8).

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

	●	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

	●	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

	●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants and the forward purchase agreement, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The warrants issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. In accordance with FASB ASC Topic 820, “Fair Value of Financial Instruments” (“ASC 820”), the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. At the date of the merger, the initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Black-Scholes model. Subsequently, the fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using this same Black-Scholes model. Derivative warrant liabilities are classified as current liabilities (See note 6 for more details on warrants).

The company earnout shares and sponsor earnout shares (“earnout shares”) as defined in the business combination agreement are recognized as derivative liabilities in accordance with ASC 815. In accordance with FASB ASC Topic 820, “Fair Value of Financial Instruments” (“ASC 820”), the Company recognizes the earnout shares instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. At the date of the merger, the initial fair value of the earnout shares have been estimated using a Monte Carlo simulation model. Subsequently, the fair value of the earnout shares have been estimated using this same Monte Carlo simulation model. Derivative earnout shares liabilities are classified as current liabilities (See note 7 for more details on earnout shares).

Net (Loss) Income Per Common Share

Net income (loss) per common share is computed by dividing net income (loss) by the weighted average common shares outstanding during the year as defined by FASB, ASC Topic 260, Earnings per Share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. The Company has 39,131,821 and 26,534,773 dilutive shares of common stock derived from three convertible notes and the series C preferred stock as of June 30, 2025 and December 31, 2024, respectively.

The calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 20,700,000 shares of Class A common stock and the earnout shares and sponsor earnout shares as defined in the business combination agreement an aggregate of 2,950,000 shares of Class A common stock in the calculation of diluted (loss) income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilu

SEC Form 10-Q filed by Alpha Modus Holdings Inc.