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, 2026

☐	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 14, 2026, 4,966,818 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, 2026

Table of Contents

		Page
PART I. FINANCIAL INFORMATION		1
Item 1.	Consolidated Financial Statements	1
	Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 (Unaudited)	1
	Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 (Unaudited)	2
	Consolidated Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2026 and 2025 (Unaudited)	3
	Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (Unaudited)	4
	Notes to Consolidated Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31
PART II. OTHER INFORMATION		32
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	35
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	36
SIGNATURES		38

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

ALPHA MODUS HOLDINGS, INC.

Consolidated Balance Sheets

(Unaudited)

	June 30, 2026			December 31, 2025
ASSETS
Current assets
Cash	$	2,001,007		$	68,000
Royalty receivable		7,138			7,138
Prepaid expenses and other current assets		1,278,791			603,267
Employee advance		-			7,500
Franchise tax receivable		-			121,872
Total current assets		3,286,936			807,777

Property, plant and equipment, net		127,847			8,050
Total assets	$	3,414,783		$	815,827

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	645,521		$	609,030
Accrued liabilities		262,841			143,730
Accrued liabilities payable to related party		81,495			252,830
Accrued interest payable to related party		413,555			188,142
Financing payable		185,600			464,000
Convertible notes payable, net of discount		482,856			631,842
Convertible notes payable - related party, net of discount		5,567,195			5,159,534
Convertible notes payable		5,567,195			5,159,534
Derivative liability		1,888,086			-
Warrant liability		13,243			1,146,373
Total current liabilities		9,540,392			8,595,481
Total liabilities		9,540,392			8,595,481

Commitments and contingencies		-			-

Mezzanine equity
Series C preferred stock, $0.001 par value, 8,500,000 shares authorized, 0 and 4,300,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		-			41,170,508

Stockholders’ deficit
Class A common stock, $0.0001 par value, 228,500,000 shares authorized, 4,933,091 and 1,064,255 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		493			106
Additional paid-in capital		99,545,114			50,551,057
Accumulated deficit		(105,671,216	)		(99,501,325	)
Total stockholders’ deficit		(6,125,609	)		(48,950,162	)
Total liabilities, mezzanine equity and stockholders’ deficit	$	3,414,783		$	815,827

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

ALPHA MODUS HOLDINGS, INC.

Consolidated Statements of Operations

(Unaudited)

	June 30, 2026			June 30, 2025			June 30, 2026			June 30, 2025
	For the Three Months Ended						For the Six Months Ended
	June 30, 2026			June 30, 2025			June 30, 2026			June 30, 2025
Operating expenses
General and administrative expenses	$	1,010,441		$	623,155		$	2,007,446		$	1,690,225
Professional fees		1,549,769			525,655			4,359,910			817,786
Total operating expenses		2,560,210			1,148,810			6,367,356			2,508,011
Operating loss		(2,560,210	)		(1,148,810	)		(6,367,356	)		(2,508,011	)

Other income (expenses)
Patent infringement income		-			13,096			325,000			13,096
Interest income		-			-			-			6
Change in derivative liability		(110,632	)		-			(110,632	)		-
Change in fair value of earnout shares liability		-			12,633			-			1,051,915
Change in fair value of warrants liability		924,201			(581,842	)		1,133,130			(347,647	)
Shareholder settlement expense		-			-			(150,000	)		-
Loss on settlement of debt		-			(598,324	)		(6,929	)		(598,324	)
Interest expense		(402,419	)		(483,815	)		(993,104	)		(706,178	)
Total other income (expense)		411,150			(1,638,252	)		197,465			(587,132	)
Loss before income tax expense		(2,149,060	)		(2,787,062	)		(6,169,891	)		(3,095,143	)
Income tax expense		-			-			-			-
Net loss	$	(2,149,060	)	$	(2,787,062	)	$	(6,169,891	)	$	(3,095,143	)

Loss per share, class A common stock – basic and diluted	$	(1.02	)	$	(8.72	)	$	(3.72	)	$	(9.80	)
Weighted average number of shares of class A common stock – basic and diluted		2,115,078			319,574			1,658,892			315,750

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

ALPHA MODUS HOLDINGS, INC.

Consolidated Statements of 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, 2025		1,064,255		106		50,551,057		(99,501,325	)		(48,950,162	)
Shares issued for services		128,538		13		3,780,821		-			3,780,834
Shares issued for settlement of accounts payable		10,000		1		321,959		-			321,960
Shares issued for conversion of note payable		19,419		2		383,717		-			383,719
Shares issued from the at-the-market offering		60,840		6		1,855,095		-			1,855,101
Net loss for the period		-		-		-		(4,020,831	)		(4,020,831	)
Balance, March 31, 2026		1,283,052		128		56,892,649		(103,522,156	)		(46,629,379	)
Shares issued for services		56,498		6		240,675		-			240,681
Shares issued from the at-the-market offering		99,422		10		1,019,040		-			1,019,050
Shares issued for pre-paid purchase agreement		450,000		45		222,546		-			222,591
Shares issued for conversion of preferred series C shares		3,044,119		304		41,170,204		-			41,170,508
Net loss for the period		-		-		-		(