8-K - AMOD - Equibles

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): July 14, 2025

ALPHA

MODUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-40775	86-3386030
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)

20311Chartwell 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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<br>A Common Stock, par value $0.0001 per share	AMOD	The<br> Nasdaq Stock Market, LLC
Redeemable<br>Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	AMODW	The<br> 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. ☐

Item3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 14, 2025, the listings of the Class A common stock and warrants of Alpha Modus Holdings, Inc. (the “Company”) were transferred to The Nasdaq Capital Market (the “Nasdaq Capital Market”). The transfer of the Company’s listings to the Nasdaq Capital Market from the Nasdaq Global Market resolves (i) the Company’s Market Value of Publicly Held Shares deficiency under Nasdaq Listing Rule 5450(b)(2)(C), and Nasdaq’s related notice dated January 6, 2025 (as disclosed in the Company’s Current Report on Form 8-K filed on January 10, 2025), and (ii) the Company’s Market Value of Listed Securities deficiency under Nasdaq Listing Rule 5450(b)(2)(A), and Nasdaq’s related notice dated February 5, 2025 (as disclosed in the Company’s Current Report on Form 8-K filed on February 7, 2025).

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:<br> July 14, 2025	By:	/s/ William Alessi
	Name:	William<br> Alessi
	Title:	President<br> and Chief Executive Officer