Alpha Modus Holdings, Inc 10-K for FY2024

Alpha Modus Holdings, Inc. (AMOD)

10-K 2025-04-15 For: 2024-12-31

Added on April 05, 2026

About this 10-K

Alpha Modus Holdings, Inc filed this 10-K on April 15, 2025, covering the fiscal year ended December 31, 2024 (FY2024).

Headline figures

Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net income: $4.1M; compared with a net loss of $501.3K a year earlier
Diluted EPS: $0.13; compared with -$0.26 a year earlier

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Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		Page
	Part I

Item 1.	Business	5
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	24
Item 1C.	Cybersecurity	24
Item 2.	Properties	24
Item 3.	Legal Proceedings	24
Item 4.	Mine Safety Disclosures	24

	Part II

Item 5.	Market for Registrant’s Common Equity, related Shareholder Matters and Issuer Purchases of Equity Securities	25
Item 6.	Selected Financial Data	25
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	25
Item 7A.	Quantitative and Qualitative Disclosure about Market Risk	31
Item 8.	Financial Statements and Supplementary Data	32
Item 9.	Changes and Disagreements with Accountants on Accounting and Financial Disclosure	51
Item 9A.	Controls and Procedures	51
Item 9B.	Other Information	52
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	52

	Part III

Item 10	Directors, Executive Officers and Corporate Governance	52
Item 11	Executive Compensation	59
Item 12	Security Ownership of Certain Beneficial Owners, management and Related Stockholder Matters	61
Item 13	Certain Relationships and Related Transactions and Director Independence	62
Item 14	Principal Accounting Fees and Services	64
Item 15	Exhibits	65
	Signatures	66

	●	our possible or assumed future results of operations;

	●	our business strategies;

	●	our ability to attract and retain customers;

	●	our ability to sell additional products and services to customers;

	●	our cash needs and financing plans;

	●	our competitive position;

	●	our industry environment;

	●	our potential growth opportunities;

	●	expected technological advances by us or by third parties and our ability to leverage them;

	●	our inability to predict or anticipate the duration or long-term economic and business consequences of various geopolitical events;

	●	the effects of future regulation;

	●	our ability to protect or monetize our intellectual property; and

	●	changes in United States trade policies, as well as relations with other countries, and/or changes in regulations and/or sanctions;

	●	targeted marketing campaigns;

	●	actionable insights on consumer product packaging;

	●	inventory control;

	●	smart planograms;

	●	in-store heatmapping of consumer traffic;

	●	consumer behavior; and

	●	staffing needs based on foot traffic in a retail location.

	●	Engage consumers with interactive output displays throughout brick-and-mortar retail stores to capture critical decision-making at the point of sale.

	●	Cater to specific and immediate needs of the consumer.

	●	Capture MAC address tracking data, user eye tracking, object identification of goods throughout the store.

	●	Assess the consumers product engagement and product tracking in real time.

	●	Aid in inventory management and product placement throughout a store by creating smart planograms.

	●	Curate tailored in-store marketing solutions.

	●	Drive sales via engaging customers with digital experiences at the point of sale.

	●	cease selling, licensing, or using products or features that incorporate the intellectual property rights that Alpha Modus allegedly infringes, misappropriates, or violates;

	●	make substantial payments for legal fees, settlement payments, or other costs or damages, including indemnification of third parties;

	●	obtain a license or enter into a royalty agreement, either of which may not be available on reasonable terms or at all, in order to obtain the right to sell or use the relevant intellectual property; or

	●	redesign the allegedly infringing products or services to avoid infringement, misappropriation, or violation, which could be costly, time-consuming, or impossible.

	●	an exemption from the rule that a majority of its board of directors must be independent directors;

	●	an exemption from the rule that its compensation committee be composed entirely of independent directors;

	●	an exemption from the rule that its director nominees must be selected or recommended solely by independent directors or a nominating committee composed solely of independent directors;

	●	may significantly dilute the equity interest of existing investors;

	●	may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded to holders of common stock;

	●	could cause a change in control if a substantial number of common stock is issued, which may affect, among other things, Alpha Modus’ ability to use its net operating loss carry forwards, if any, and could result in the resignation or removal of Alpha Modus’ present officers and directors; and

	●	may adversely affect prevailing market prices for Alpha Modus’ common stock and/or warrants.

	●	no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

	●	the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director with or without cause by stockholders, which prevents stockholders from being able to fill vacancies on our board of directors;

	●	the ability of our board of directors to determine whether to issue shares of our preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

	●	a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

	●	the requirement that a special meeting of stockholders may be called only by the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

	●	limiting the liability of, and providing indemnification to, our directors and officers;

	●	controlling the procedures for the conduct and scheduling of stockholder meetings;

	●	providing for a staggered board, in which the members of the board of directors are divided into three classes to serve for a period of three years from the date of their respective appointment or election;

	●	granting the ability to remove directors with cause by the affirmative vote of 66 2∕3% in voting power of the outstanding shares of Alpha Modus common stock entitled to vote thereon;

	●	requiring the affirmative vote of at least 66 2∕3% of the voting power of the outstanding shares of capital stock of Alpha Modus entitled to vote generally in the election of directors, voting together as a single class, to amend the Proposed Bylaws or certain sections of the Amended and Restated Charter; and

	●	advance notice procedures that stockholders must comply with in order to nominate candidates to Alpha Modus Board or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of Alpha Modus.

	●	Alpha Modus will indemnify its directors and officers for serving Alpha Modus in those capacities or for serving other business enterprises at its request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;

	●	Alpha Modus may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;

	●	Alpha Modus will be required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

	●	Alpha Modus will not be obligated pursuant to its Proposed Bylaws to indemnify a person with respect to proceedings initiated by that person against Alpha Modus or its other indemnitees, except with respect to proceedings authorized by its board of directors or brought to enforce a right to indemnification; and

	●	the rights conferred in the Proposed Bylaws are not exclusive, and Alpha Modus is authorized to enter into indemnification agreements with its directors, officers, employees and agents and to obtain insurance to indemnify such persons.

	●	reduced liquidity for Alpha Modus’ securities;

	●	a determination that Alpha Modus common stock is a “penny stock” which will require brokers trading in Alpha Modus common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Alpha Modus common stock;

	●	a limited amount of analyst coverage; and

	●	a decreased ability to issue additional securities or obtain additional financing in the future.

	●	investors react negatively to the prospects of Alpha Modus’ business operations, results, and prospects;

	●	actual or anticipated fluctuations in Alpha Modus’ quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

	●	changes in the market’s expectations about Alpha Modus’ operating results;

	●	success of competitors;

	●	changes in financial estimates and recommendations by securities analysts concerning Alpha Modus or the AI industry in general;

	●	operating and share price performance of other companies that investors deem comparable to Alpha Modus;

	●	Alpha Modus’ ability to market new and enhanced products and technologies on a timely basis;

	●	changes in laws and regulations affecting Alpha Modus’ business;

	●	Alpha Modus’ ability to meet compliance requirements;

	●	commencement of, or involvement in, litigation involving Alpha Modus;

	●	changes in Alpha Modus’ capital structure, such as future issuances of securities or the incurrence of additional debt;

	●	the volume of Alpha Modus’ shares of common stock available for public sale; or

	●	any major change in Alpha Modus’ Board or management.

	●	Governance: Management oversees cybersecurity risk mitigation and reports to the board of directors any cybersecurity incidents.

	●	Collaborative Approach: We have implemented a cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner.

	●	Technical Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-virus and anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.

2024 FISCAL YEAR	High		Low
First Quarter	$	10.79	$	10.68
Second Quarter	$	11.9899	$	10.77
Third Quarter	$	11.5	$	11.27
Fourth Quarter	$	13.49	$	2.2

2023 FISCAL YEAR	High		Low
First Quarter	$	10.71	$	10.07
Second Quarter	$	10.43	$	10.19
Third Quarter	$	10.77	$	10.4015
Fourth Quarter	$	10.79	$	10.50

	Page
Report of Independent Registered Public Accounting Firm (PCAOB Firm ID No. 76)	33
Report of Independent Registered Public Accounting Firm (PCAOB Firm ID No. 206)	34
Consolidated Balance Sheets as of December 31, 2024 and 2023	35
Consolidated Statement of Operations for the years ended December 31, 2024 and 2023	36
Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2024 and 2023	37
Consolidated Statements of Cash flows for the years ended December 31, 2024 and 2023	38
Footnotes to the Consolidated Financial Statements	39

	December 31, 2024			December 31, 2023
ASSETS
Current assets
Cash	$	735,814		$	106,809
Prepaid expenses		841,637			-
Other receivable		-			15,000
Franchise tax receivable		125,068			-
Total current assets		1,702,519			121,809
Total assets	$	1,702,519		$	121,809

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	16,487		$	11,844
Accrued liabilities		37,252			88,350
Accrued interest payable to related party		79,859			22,064
Excise tax payable		2,348,302			-
Financing payable		663,582			-
Convertible notes payable - related party, net of discount		35,000			-
Note payable - related party		1,375,691			964,125
Earnout shares and sponsor earnout shares liability		1,053,084			-
Warrant liability		1,950,053			-
Total current liabilities		7,559,310			1,086,383
Convertible notes payable, net of discount		2,934,543			-
Total liabilities		10,493,853			1,086,383

Commitments and contingencies		-			-

Mezzanine equity
Series C preferred stock, $0.001 par value, 8,500,000 shares authorized, 7,500,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively		71,809,025			750

Stockholders’ deficit
Common stock, $0.0001 par value, 490,000,000 shares authorized, 12,455,252 and 3,500,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively		1,246			350
Additional paid-in capital		13,226,787			2,697,132
Accumulated deficit		(93,828,392	)		(3,662,806	)
Total stockholders’ deficit		(80,600,359	)		(965,324	)
Total liabilities, mezzanine equity and stockholders’ deficit	$	1,702,519		$	121,809


	For the Years Ended
	December 31, 2024			December 31, 2023
Operating expenses
General and administrative expenses	$	396,434		$	42,918
Professional fees		438,461			349,031
Total operating expenses		834,895			391,949
Operating loss		(834,895	)		(391,949	)

Other income (expenses)
Interest income		13			7
Change in fair value of earnout shares liability		18,731,514			-
Change in fair value of warrants liability		(397,553	)		-
Forbearance fee expense		(13,226,926	)		-
Interest expense		(168,886	)		(109,353	)
Total other income (expense)		4,938,162			(109,346	)
Income (loss) before income tax expense		4,103,267			(501,295	)
Income tax expense		(200	)		-
Net income (loss)	$	4,103,067		$	(501,295	)

Income (loss) per share, class A common stock – basic	$	0.73		$	(0.26	)
Weighted average number of shares of class A common stock – basic		5,640,991			1,893,001

Income (loss) per share, class A common stock – diluted	$	0.13		$	(0.26	)
Weighted average number of shares of class A common stock – diluted		32,175,764			1,893,001


	Preferred Stock											Common Stock						Additional						Total
	Series A						Series B											Paid-in			Accumulated			Stockholders’
	Shares			Amount			Shares			Amount		Shares			Amount			Capital			Deficit			Deficit
Balance, December 31, 2022		5,100,000		$	510			10		$	-		1,197,208		$	120		$	3,047,035		$	(3,205,588	)	$	(157,923	)
Purchase of treasury stock that was cancelled		-			-			-			-		(36,400	)		(4	)		(140,996	)		-			(141,000	)
Imputed interest discounts on related party notes		-			-						-		-			-			-			44,077			44,077
Conversion of preferred series A to common stock		(5,100,000	)		(510	)		-			-		5,100			1			509			-			-
Conversion of preferred series B to common stock		-			-			(10	)		-		2,334,092			233			(209,416	)					(209,183	)
Net loss for the year		-			-			-			-		-			-			-			(501,295	)		(501,295	)
Balance, December 31, 2023		-			-			-			-		3,500,000			350			2,697,132			(3,662,806	)		(965,324	)
Imputed interest discounts on related party notes		-			-			-			-		-			-			-			14,087			14,087
Shares issued for note extension with related party		-			-			-			-		1,400,000			140			34,860			-			35,000
Shares issued for cash and financing incentive		-			-			-			-		1,000,000			100			24,900			-			25,000
Shares issued for services		-			-			-			-		245,000			25			6,100			-			6,125
Shares cancelled per forfeiture agreement		-			-			-			-		(850,000	)		(85	)		85			-			-
Effect of recapitalization merger		-			-			-			-		5,767,944			577			(2,763,077	)		(94,282,740	)		(97,045,240	)
Shares issued for forbearance fee		-			-			-			-		1,392,308			139			13,226,787			-			13,226,926
Net income for the year		-			-			-			-		-			-			-			4,103,067			4,103,067
Net income (loss)		-			-			-			-		-			-			-			4,103,067			4,103,067
Balance, December 31, 2024		-		$	-			-		$	-		12,455,252		$	1,246		$	13,226,787		$	(93,828,392	)	$	(80,600,359	)


	For the Year Ended
	December 31, 2024			December 31, 2023
Cash flows from operating activities:
Net income (loss)	$	4,103,067		$	(501,295	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		94,168			87,289
Shares issued for services		6,125			-
Change in fair value of warrant liability		397,553			-
Change in fair value of earnout shares liability		(18,731,514	)		-
Stock issued for forbearance fee		13,226,926			-
Change in assets and liabilities:
Prepaid expenses		(801,386	)		-
Other receivables		17,224			(15,000	)
Accounts payable and accrued expenses		41,893			11,844
Accrued expenses - related party		(88,350	)		(120,083	)
Accrued interest payable - related party		57,795			22,064
Net cash used in operating activities		(1,676,499	)		(515,181	)

Cash flows from investing activities:
Cash acquired with merger		2,537			-
Acquisition cots		(361,643	)		-
Net cash used in investing activities		(359,106	)		-

Cash flows from financing activities:
Proceeds from notes payable to related party		500,000			821,941
Repayment of notes payable to related party		(123,972	)		(61,957	)
Repayment of due to investor		(1,000,000	)		-
Proceeds from convertible notes payable		2,600,000			-
Proceeds from financing payable		663,582			-
Repurchase of common stock to cancel		-			(141,000	)
Proceeds from sale of common stock		25,000			-
Net cash provided by financing activities		2,664,610			618,984
Net change in cash		629,005			103,803

Cash at beginning of period		106,809			3,006
Cash at end of period	$	735,814		$	106,809

Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	200		$	-

Supplemental non-cash information
Net assets and liabilities assumed in the merger	$	(25,236,215	)	$	-
Conversion of preferred series A stock into common stock	$	-		$	510
Conversion of preferred series B stock into common stock	$	-		$	10,000
Common shares cancelled per forfeiture agreement	$	85		$	-
Common shares cancelled for reimbursement of expenses	$	-		$	208,433
Common shares issued for note extension with related party	$	35,000		$	-
Renegotiated notes payable	$	-		$	487,500
Discounts on notes payable applied directly against accumulated deficit	$	14,087		$	44,077

	●	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

	●	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

	●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.


	For the Years Ended
Numerator	December 31, 2024		December 31, 2023
Net Income (Loss)	$	4,103,067	$	(501,295	)
Amortization of Debt Discounts		9,543		-
Interest Expense		14,450		-
Adjusted Net Income (Loss)	$	4,127,060	$	(501,295	)

Denominator	Shares		Shares
Basic Weighted Average Number of Shares Outstanding during Period		5,640,991		1,893,001
Dilutive Shares		26,534,773		-
Diluted Weighted Average Number of Shares Outstanding during Period		32,175,764		1,893,001

Diluted Net Income (Loss) per Share	$	0.13	$	(0.26	)

	●	in whole and not in part;
	●	at a price of $0.01 per warrant;
	●	upon a minimum of 30 days’ prior written notice of redemption; and
	●	if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Derivative liabilities-public warrants	$	-	$	-	$	1,020,000
Derivative liabilities-private warrants	$	-	$	-	$	930,053
Derivative liabilities-earnout shares	$	-	$	-	$	785,351
Derivative liabilities-sponsor earnout shares	$	-	$	-	$	267,733
Total	$	-	$	-	$	3,003,137

Mezzanine Equity:
Series C preferred stock	$	-	$	-	$	71,809,025

	December 13, 2024			December 31, 2024
Exercise price	$	11.50		$	11.50
Stock price	$	9.50		$	3.00
Public warrant price	$	0.075		$	0.085
Volatility		de minimis			33.50	%
Risk-free rate		4.25	%		4.38	%
Dividend yield		0.00	%		0.00	%

	I.	Ranking. The Series C Preferred Stock will rank senior to the IAC common stock and other classes of IAC preferred stock with respect to rights upon liquidation, winding up or dissolution.

	II.	Voting. Each share of Series C Preferred Stock shall entitle the holder to one vote on all matters submitted to the vote of IAC’s shareholders;

	III.	Dividends. The Series C Preferred Stock shall be treated pari passu with the IAC common stock except that the dividends per share payable on the Series C Preferred Stock shall equal the dividend per share declared on each share of IAC common stock multiplied by $10.00 (the “Face Value”) and divided by the applicable Conversion Price (as defined below). “Conversion Price” means a price per share equal to the lesser of either the Face Value, or (a) if no Trigger Event (as defined below) has occurred, 100% of the average of the 5 lowest closing bid prices of the IAC common stock during the 10 days preceding the conversion notice date (the “Measurement Period”), not to exceed 100% of the lowest sales price on the last day of the Measurement Period, or (b) following any Trigger Event, 50.0% of the average of the lowest closing bid prices of the common stock during the Measurement Period, not to exceed 50.0% of the lowest sales price on the last day of such Measurement Period. “Trigger Event” generally means (a) a failure of a holder of Series C Preferred Stock to receive conversion shares when required or any agreement between IAC and the Series C Preferred Stockholder that is either (x) related to the payment of cash or delivery of conversion shares, or (y) curable, has not occurred before, and is not cured within 5 trading days of notice; (c) IAC’s suspension from trading or delisting from its principal trading exchange or market; (d) notification of an intention for IAC or its transfer agent not to comply with a conversion notice; (e) IAC’s bankruptcy, insolvency, reorganization, liquidation or similar proceedings; (f) the appointment of a custodian, receiver or similar official for IAC; (g) the entry of judgments against IAC in excess of $500,000 which are not stayed or satisfied within 30 days of entry; (h) IAC’s failure to comply with reporting requirements of Securities Exchange Act; (i) the initiation of any regulatory, administrative or enforcement proceeding against IAC; or (j) any material provision of the designation of the Series C Preferred Stock ceases to be valid or is contested.

	IV.	Liquidation. Upon any liquidation, dissolution or winding up of IAC, holders of Series C Preferred Stock shall be paid the Face Value per share, plus any accrued but unpaid dividends (the “Liquidation Value”).

	V.	Redemption. IAC shall be obligated to pay holders the Liquidation Value to redeem the Series C Preferred Stock upon the occurrence of a Deemed Liquidation Event (as defined below) or Trigger Event (as defined below). “Deemed Liquidation Event” generally means (a) a merger or consolidation where IAC or a subsidiary is a party to the merger and IAC issues shares of stock (except for domicile mergers and mergers not constituting a change of control); (b) IAC issues convertible or equity securities that senior to the Series C Preferred Stock in any respect; (c) a holder does not receive conversion shares upon conversion of the Series C Preferred Stock within 5 trading days due to the occurrence of an event that is solely within the control of IAC; (d) trading of the common stock is halted or suspended for 10 or more consecutive trading days due to the occurrence of an event that is solely within the control of IAC; or (e) a sale or other disposition of substantially all the assets of IAC that is not approved by the holders of the Series C Preferred Stock.

	VI.	Conversion. Shares of Series C Preferred Stock are not convertible until 18 months following Closing of the Business Combination so long as a Trigger Event has not occurred. Beginning 18 months following Closing of the Business Combination, or following the occurrence of a Trigger Event, shares of Series C Preferred Stock are convertible at election of the holder at the then-applicable Conversion Price.


	December 31, 2024					December 31, 2023
Tax benefit at the statutory rate	$	(190,957	)	21.0	%	$	(105,272	)	21.0	%
State income taxes, net of federal income tax benefit		(45,466	)	5.0	%		(25,065	)	5.0	%
Change in valuation allowance		236,423		26.0	%		130,337		26.0	%
Total	$	-		0	%	$	-		0	%

	December 31, 2024			December 31, 2023
Deferred tax assets:
Net operating loss carryforward	$	2,240,166		$	921,993
Timing differences		-			-
Total gross deferred tax assets		2,240,166			921,993
Less: Deferred tax asset valuation allowance		(2,240,166	)		(921,993	)
Total net deferred taxes	$	-		$	-

	●	a lack of sufficient in-house qualified accounting staff; and

	●	inadequate controls and segregation of duties due to limited resources and number of employees.