Alpha Modus Holdings, Inc NT 10-K, filed Mar 31, 2025
Alpha Modus Holdings, Inc. (AMOD)
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| FORM 12b-25 | ||
| SEC FILE NUMBER | ||
| NOTIFICATION OF LATE FILING | 001-40775 | |
| CUSIP NUMBER | ||
| 020952107 | ||
| (Check one): | ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
| For Period Ended: December 31, 2024 |
| ☐ Transition Report on Form 10-K | |
| ☐ Transition Report on Form 20-F | |
| ☐ Transition Report on Form 11-K | |
| ☐ Transition Report on Form 10-Q | |
| For the Transition Period Ended: _______________ |
| Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
ALPHA MODUS HOLDINGS, INC.
Full Name of Registrant
Former Name if Applicable
20311 Chartwell Center Dr., #1469
Address of Principal Executive Office (Street and Number)
Cornelius, NC 28031
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☒ | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and | ||
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The registrant has experienced delays in completing its Annual Report on Form 10-K for the 12 months ended December 31, 2024, within the prescribed time period due to delays in assembling the financial information required to be reviewed by the registrant’s independent certifying accountant, and in completing the accounting of certain transactions affecting the registrant, including transactions related to the registrant’s business combination completed on December 13, 2024, and as a result, the independent certifying accountant has not completed its review of the registrant’s financial statements.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification
|
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| William Alessi | (704) | 252-5050 | |||||
| (Name) | (Area Code) | (Telephone Number) | |||||
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). | ☒ Yes ☐ No | |||||
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? | ☒ Yes ☐ No | |||||
| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. | |||||||
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ALPHA MODUS HOLDINGS, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | March 31, 2025 | By: | /s/ William Alessi | |
| Name: | William Alessi | |||
| Title: | Chief Executive Officer |
Instruction: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001)
Explanation of Response to Part IV(3):
As disclosed in the registrant’s Current Report on Form 8-K filed on December 19, 2024, the registrant completed its business combination with Alpha Modus, Corp. on December 13, 2024. The business combination materially affected the registrant’s results of operations for the 12 months ended December 31, 2024, as compared to the prior fiscal year, but the registrant has not yet finalized its financial statements for the 12 months ended December 31, 2024, the registrant’s independent certifying accountant has not yet completed its review of such financial statements, and the registrant therefore cannot provide an estimate of the change in results of operations resulting from the business combination.
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