Alpha Modus Holdings Inc-A 2025年度报告

FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended:December 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) 86-3386030(I.R.S. Employer Delaware(State or other jurisdiction of incorporation or organization) Identification No.) 20311 Chartwell Center Dr., #1469Cornelius, NC 28031(Address of principal executive offices) (704) 252-5050(Registrant’s telephone number) Securities registered pursuant to Section 12(b) of the Act: Class A Common Stock, par value $0.0001 pershareRedeemable Warrants, each whole warrantexercisable for one share of Class A CommonStock at an exercise price of $11.50 Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐Yes☒No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. ☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.: Large accelerated filerNon-accelerated filer Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐Yes☒No The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2025, was $10,242,462, based upon8,984,616 shares held by non-affiliates and the closing price of $1.14 per share on such date. The number of shares of common stock outstanding on March 30, 2026, was 50,522,967 shares. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS Item 1.Business6Item 1A.Risk Factors22Item 1B.Unresolved Staff Comments41Item 1C.Cybersecurity41Item 2.Properties41Item 3.Legal Proceedings41Item 4.Mine Safety Disclosures41 Item 5.Market for Registrant’s Common Equity, related Shareholder Matters and Issuer Purchases of Equity Securities42Item 6.Selected Financial Data43Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operation43Item 7A.Quantitative and Qualitative Disclosure about Market Risk46Item 8.Financial Statements and Supplementary Data47Item 9.Changes and Disagreements with Accountants on Accounting and Financial Disclosure77Item 9A.Controls and Procedures77Item 9B.Other Information78Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections78 Item 10Directors, Executive Officers and Corporate Governance78Item 11Executive Compensation88Item 12Security Ownership of Certain Beneficial Owners, management and Related Stockholder Matters92Item 13Certain Relationships and Related Transactions and Director Independence93Item 14Princip