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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): September 30, 2026
ALPHA
MODUS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40775 |
|
86-3386030 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
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
2.01. Completion of Acquisition or Disposition of Assets.
As
disclosed in the Current Report on Form 8-K filed on August 27, 2026, by Alpha Modus Holdings, Inc. (the “Company”),
on August 26, 2026, the Company entered into a securities purchase agreement (the “SPA”) with the non-U.S. investors
named therein (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors, and the
Investors agreed to purchase from the Company, an aggregate of (i) 51,621,560 shares of Class A Common Stock (the “Shares”),
and (ii) warrants to purchase an additional 51,621,560 shares for a $4.36/share exercise price (the “Warrants”), for
an aggregate purchase price consisting of 3,170 bitcoin (such transaction the “PIPE Transaction”).
On
September 30, 2026, the Company closed the PIPE Transaction, issuing the Shares and the Warrants to the Investors, and the Investors
delivered 3,170 bitcoin to the custody and control of a newly-formed, wholly-owned subsidiary of the Company, AMOD Tech Pte. Ltd., a
Singapore private company limited by shares. As a result of closing the PIPE Transaction, the Company’s subsidiary now owns 3,170
bitcoin having a value in excess of $250 million based on a reference price of approximately $83,612.20 per bitcoin on September
30, 2026.
Item
8.01. Other Events.
As
disclosed in the Current Report on Form 8-K filed on April 10, 2026, by the Company, on April 6, 2026, the Company received a written
notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”)
indicating that the Company no longer met the $500,000 minimum net income standard, the alternative minimum market value of listed securities
of $35 million, or the alternative stockholders’ equity of at least $2.5 million required by Nasdaq’s listing rules. Under
Nasdaq’s listing rules, the Company had 45 days to submit a plan to regain compliance, and if the plan was accepted, Nasdaq could
grant an extension of up to 180 calendar days from the date of the Notice to regain compliance. The Company submitted its plan to regain
compliance and was granted an extension to regain compliance.
As
a result of closing the PIPE Transaction described in Item 2.01 above, which description is incorporated by reference into this Item
8.01, the Company believes that it now currently has stockholders’ equity well in excess of $200 million, and the Company has therefore
regained compliance with Nasdaq’s continued listing rules, specifically the minimum stockholders’ equity requirement
of $2.5 million under Nasdaq Listing Rule 5550(b)(1).
Nasdaq
has indicated to the Company that Nasdaq will continue to monitor the Company’s ongoing compliance with Nasdaq’s stockholders’
equity requirement, and, if at the time of the Company’s next periodic report the Company does not evidence compliance, that it
may be subject to delisting. If the Company’s common stock ultimately were to be delisted for any reason, it could negatively impact
the Company by (i) reducing the liquidity and market price of the Company’s common stock; (ii) reducing the number of investors
willing to hold or acquire the Company’s common stock, which could negatively impact the Company’s ability to raise equity
financing; (iii) limiting the Company’s ability to use a registration statement to offer and sell freely tradable securities, thereby
preventing the Company from accessing the public capital markets; and (iv) impairing the Company’s ability to provide equity incentives
to its employees.
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:
October 1, 2026 |
By: |
/s/ William
Alessi |
| |
Name: |
William Alessi |
| |
Title: |
President and Chief Executive Officer |
