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].