ALPHA MODUS HOLDINGS, INC.

8-K · form8-k.htm

0001862463

 2026-06-03
 2026-06-03

 0001862463

 AMOD:ClassCommonStockParValue0.0001PerShareMember

 2026-06-03
 2026-06-03

 0001862463

 AMOD:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50Member

 2026-06-03
 2026-06-03

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

  

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

  

 FORM
 8-K

  

 CURRENT
REPORT

  

 PURSUANT
TO SECTION 13 OR 15(d) OF THE

 SECURITIES
EXCHANGE ACT OF 1934

  

 Date
of Report (Date of earliest event reported): June 3, 2026

  

 ALPHA
MODUS HOLDINGS, INC.

 (Exact
name of registrant as specified in its charter)

  

 Delaware
  
 001-40775
  
 86-3386030

 (State or other jurisdiction
  
 (Commission
  
 (IRS Employer

 of incorporation)
  
 File Number)
  
 Identification No.)

  

 20311
Chartwell Center Dr. , #1469

 Cornelius ,
 NC 28031

 (Address
of principal executive offices, including zip code)

  

 Registrant’s
telephone number, including area code: (704) 252-5050

  

 ____

 (Former
name or former address, if changed since last report)

  

 Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

  

 ☐
 Written communications
 pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  
  

 ☐
 Soliciting material pursuant
 to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  
  

 ☐
 Pre-commencement communications
 pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  
  

 ☐
 Pre-commencement communications
 pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 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

  

 Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 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. ☐

  

  

  

  

  

  

 Item
3.03. Material Modification to Rights of Security Holders.

  

 On
June 3, 2026, Alpha Modus Holdings, Inc. (the “ Company ”), filed a Certificate of Amendment to Certificate of Incorporation
with the State of Delaware to effect a 1-for-40 reverse stock split of the Company’s issued and outstanding shares of Class A common
stock (the “ Reverse Stock Split ”).

  

 Reason
for the Reverse Stock Split

  

 The
Reverse Stock Split is being effected solely to enable the Company to expeditiously restore compliance with the continued listing standards
of the Nasdaq Stock Market (the “ Nasdaq ”) and Nasdaq’s $1.00 minimum bid price requirements.

  

 Effects
of the Reverse Stock Split

  

 Effective
Date; Symbol; CUSIP Number . The Reverse Stock Split is expected to become effective and be reflected with the Nasdaq and in the
marketplace at the open of business on June 15, 2026 (the “ Effective Date ”), whereupon the shares of Class A common
stock of the Company are expected to begin trading on a split-adjusted basis. In connection with the Reverse Stock Split, the Company’s
shares of Class A common stock will continue to trade on the Nasdaq under the symbol “AMOD” but will trade under a new CUSIP
Number, 020952206.

  

 Split
Adjustment; No Fractional Shares . The total number of shares of the Company’s Class A common stock held by each shareholder
will be converted automatically into the number of whole shares of Class A common stock equal to (i) the number of issued and outstanding
shares of Class A common stock held by such shareholder immediately prior to the Reverse Stock Split , divided by (ii) 40.

  

 No
fractional shares will be issued , and no cash or other consideration will be paid. Instead , the Company will issue one whole share of
the post-Reverse Stock Split Class A common stock to a shareholder who otherwise would have received a fractional share as a result of
the Reverse Stock Split (with rounding up for beneficial shareholders at the Depository Trust Company on a participant basis).

  

 Non-Certificated
Shares; Certificated Shares . Stockholders who are holding their shares in electronic form at brokerage firms do not have to take
any action as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.

  

 Stockholders
holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent at the address given
below. The transfer agent will issue a new share certificate reflecting the terms of the Reverse Stock Split to each requesting shareholder.

  

  

  

  

 Continental
Stock Transfer & Trust Company

 1
State Street 30th Floor

 New
York, NY 10004-1561

  

 Please
contact Continental Stock Transfer & Trust Company for further information, related costs and procedures before sending any certificates.

  

 State
Filing . The Reverse Stock Split was effected by the Company filing a Certificate of Amendment to Certificate of Incorporation
(the “ Certificate ”) with the Secretary of State of the State of Delaware, which was processed by the State of Delaware
on June 3, 2026. A copy of the Certificate is attached hereto as Exhibit 3.1 and incorporated herein by reference.

  

 Stockholder
Approval . As disclosed in the Schedule 14C of the Company filed on May 26, 2026, on May 15, 2026, holders of a majority of the
outstanding voting stock of the Company approved the Reverse Stock Split.

  

 Capitalization .
Prior to the filing of the Certificate on June 3, 2026, the Company was authorized to issue 200,000,000 shares of Class A common stock,
and approximately 55,296,375 shares of Class A common stock were issued and outstanding. As a result of the Reverse Stock Split, the
Company will still be authorized to issue 200,000,000 shares of Class A common stock (the Company’s authorized shares of Class
A common stock will not be affected by the Reverse Stock Split), and there would be approximately 1,382,410 shares of common stock expected
to be outstanding on a pro forma basis (subject to adjustment due to the effect of rounding fractional shares into whole shares, and
assuming that 55,296,375 shares of Class A common stock were outstanding immediately prior to the Reverse Stock Split). The Reverse Stock
Split will not have any effect on the stated par value of the Class A common stock.

  

 The
Reverse Stock Split does not affect the Company’s other classes of stock, including Class B common stock or preferred stock. After
the Reverse Stock Split, the Company’s authorized Class B common stock and preferred stock, and the issued and outstanding number
of shares of preferred stock (no shares of Class B common stock are issued or outstanding) will remain unchanged. Additionally, the Reverse
Stock Split will not affect the par value of the Class B common stock or preferred stock.

  

 Each
common shareholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as
a result of the Reverse Stock Split, except for minor changes and adjustments that will result from rounding fractional shares into whole
shares. The rights and privileges of the holders of shares of Class A common stock will be substantially unaffected by the Reverse Stock
Split.

  

 All
options, warrants and convertible securities of the Company outstanding immediately prior to the Reverse Stock Split (to the extent they
do not provide otherwise) will be appropriately adjusted by dividing the number of shares of Class A common stock into which the options,
warrants and convertible securities are exercisable or convertible by 40 and multiplying the exercise or conversion price thereof by
40, as a result of the Reverse Stock Split.

  

 Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

  

 The
information required by this Item 5.03 is set forth in Item 3.03 above, which information is incorporated herein by reference.

  

 Item
9.01. Financial Statements and Exhibits.

  

 (d)
Exhibits.

  

 Exhibit No.
  
 Description

 3.1
  
 Certificate of Amendment to Certificate of Incorporation filed June 3, 2026

 104
  
 Cover Page Interactive Data File (embedded within Inline
 XBRL document)

  

  

  

  

 SIGNATURES

  

 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.

  

  
 ALPHA MODUS HOLDINGS, INC.

  
  
  

 Date: June 8, 2026
 By:
 /s/ William Alessi

  
 Name:
 William Alessi

  
 Title:
 President and Chief Executive Officer