UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q For the transition period from ____________ to ____________ Commission File Number: 001-40775 (Mark One) ALPHA MODUS HOLDINGS, INC. ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of registrant as specified in its charter) For the quarterly period ended September 30, 2025 (State or other jurisdiction of incorporation or organization) ☐ TRANSITION REPORT PURSUANT TO SECTION ...

(Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ 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) (State or other j ...

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 March 31, 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) Securities regis ...

Business Combination and Corporate Structure - Alpha Modus completed a business combination with Alpha Modus, Corp. on December 13, 2024, changing its name to Alpha Modus Holdings, Inc. [241] - The business combination resulted in the issuance of 5,295,000 shares of common stock and 7,500,000 shares of Series C Preferred Stock [264] - Approximately 426,136 shares of common stock were redeemed prior to the business combination, resulting in $1.16 million of cash becoming available [264] - The company incurred $361,643 in acquisition costs during the business combination [279] - Alpha Modus is classified as an emerging growth company and plans to take advantage of the extended transition period for new financial accounting standards [282] Intellectual Property and Licensing - The company has developed patented solutions for retailers and consumer brands, enhancing consumer experience at the point of sale [242] - Alpha Modus entered into a license agreement with GZ6G Technologies Corp. on January 11, 2024, to co-develop AI-driven advertising solutions, with deployment expected by the end of 2024 [243] - A license agreement with Xalles Holdings Inc. was established on April 10, 2024, focusing on self-service kiosks for unbanked and underbanked consumers, with services expected to launch by the end of 2024 [245] - Alpha Modus plans to continue its intellectual property licensing and enforcement efforts throughout 2025 [246] - The company initiated multiple patent infringement lawsuits against major retailers, including The Kroger Company and Walgreen Co., to protect its intellectual property [244] Financial Performance - For the year ended December 31, 2024, Alpha Modus reported no revenue, consistent with the previous year [273] - Operating expenses increased to $834,895 for the year ended December 31, 2024, up from $391,949 in 2023, primarily due to higher professional fees related to the merger [274] - Alpha Modus recorded total other income of $4,938,162 for the year ended December 31, 2024, compared to total other expense of $109,346 in 2023 [275] - The company achieved a net income of $4,103,067 for the year ended December 31, 2024, a significant improvement from a net loss of $501,295 in 2023 [276] - Cash used in operations was $1,676,499 for the year ended December 31, 2024, compared to $515,181 in 2023 [278] Debt and Financing - The company entered a securities purchase agreement on October 23, 2024, for a secured convertible promissory note of $2,890,000, with a net purchase price of $2,600,000 [254] - The note will accrue interest at 10% per annum and is convertible into common stock at a price based on the lowest daily volume-weighted average price [256][257] - The company amended the terms of the note on December 12, 2024, establishing a floor price of $4.00 per share for conversion [258] - Monthly payments under the note will commence on March 16, 2025, if the closing bid price remains below the floor price for ten consecutive trading days [260] - As of December 31, 2024, Alpha Modus had cash of $735,814 and estimated needing to raise a minimum of $2,500,000 to support operations [277]

IPO and Trust Account - The Company completed an IPO on September 7, 2021, raising gross proceeds of $240.0 million with offering costs of approximately $17.5 million[195]. - Following the IPO, $241.2 million was placed in a Trust Account, invested in U.S. government securities or money market funds[196]. - The Company has until December 7, 2023, to complete a Business Combination, with the option to extend this period by depositing $20,000 per month into the Trust Account[198]. - If the Company fails to complete a Business Combination by the deadline, it will redeem Public Shares at a price equal to the amount in the Trust Account divided by the number of outstanding Public Shares[198]. Business Combination Agreements - The Company entered into a business combination agreement with Avila Energy Corporation on April 3, 2023, but this agreement was mutually terminated on August 10, 2023[202][203]. - Avila will reimburse the Company $300,000 for expenses incurred in connection with the terminated agreement, with payments structured over several months[203]. - The Company has a forward share purchase agreement that was terminated due to the cancellation of the Avila BCA[205]. - The Business Combination Agreement with Alpha Modus was approved by stockholders, allowing for the merger and the issuance of 7,500,000 new shares of preferred stock[210]. Financial Contributions and Agreements - A Subscription Agreement was established with Polar Multi-Strategy Master Fund, allowing for funding of up to $1,000,000 to cover working capital expenses[206]. - In September 2023, Polar funded the Company $150,000 under the Subscription Agreement[206]. - The Company will issue one (1) share of Class A Common Stock for each dollar funded by Polar through Capital Calls, with no transfer restrictions on the Subscription Shares[207]. - In the event of a default by the Sponsor, they must transfer 0.1 share of Class A or Class B Common Stock for each $1 funded by Polar, repeating this for each month the default continues[208]. - The aggregate advance under the Subscription Agreement from Polar was reduced from $1,000,000 to $975,000, with specific conditions for share issuance based on the business combination[226]. Financial Performance and Liabilities - For the three months ended September 30, 2024, the company reported a net loss of approximately $236,000, primarily due to a $228,000 loss on the change in the fair value of derivative liabilities[258]. - For the nine months ended September 30, 2024, the company had a net loss of approximately $2.7 million, which included approximately $1.1 million in stock compensation expense and $960,000 in general and administrative costs[259]. - For the nine months ended September 30, 2023, the company reported a net income of approximately $284,000, driven by a $2.9 million gain on investments held in the Trust Account[261]. - The company booked a liability of $2,402,516 for the excise tax based on 1% of shares redeemed during the reporting period[250]. - The company is currently evaluating its options regarding the payment of its excise tax liability, which could incur additional interest and penalties estimated at 10% per annum[253]. - The company is subject to a potential excise tax liability that must be filed and paid by October 31, 2024, for any liabilities incurred during 2023[252]. Share Redemptions - In connection with the March 6, 2023 meeting, 21,151,393 shares were redeemed for a total payment of $215,621,387[247]. - At the annual meeting on September 6, 2023, 1,847,662 shares were tendered for redemption, resulting in a total payment of $19,208,848[248]. - At the special meeting on June 5, 2024, 481,865 shares were tendered for redemption for a total payment of $5,421,323[249]. Company Operations and Management - The Company has not generated any operating revenues since inception and will not do so until the completion of its initial Business Combination[257]. - The Board appointed Glenn Worman as the new Chief Financial Officer, effective April 21, 2024, following the removal of Mr. Gary from the CEO and CFO positions[219]. - Mr. Gary transferred $891,000 back to the Company between October 10, 2023, and November 2, 2023, after being directed by the Board to return funds used for Company expenses[215]. Compliance and Future Outlook - The company received a notice from Nasdaq on September 27, 2024, indicating non-compliance with IM-5101-2 due to failure to complete a business combination by September 1, 2024, risking delisting[235]. - The company has until December 7, 2024, to consummate a business combination, with substantial doubt raised about its ability to continue as a going concern[242]. - As of September 30, 2024, the company had $11,810 in its operating bank account and a working capital deficit of $5,274,211[237]. Underwriting and Fees - Odeon Capital Group LLC will receive 90,000 shares of IAC common stock at the closing of the Business Combination, waiving further underwriting commissions[228]. - Cantor Fitzgerald & Co. will receive 210,000 shares of IAC common stock at the closing and will be liable for liquidated damages of $4,000,000 if registration obligations are not met[228]. - As of September 30, 2024, the company had $6.6 million outstanding under deferred underwriting fees payable[263]. - The company has entered into agreements with underwriters to modify the payment structure of deferred underwriting discounts, including accepting shares in lieu of cash[265][267]. - The company has no off-balance sheet arrangements as of September 30, 2024[273].