Form 8-K

8-K — ALPHA MODUS HOLDINGS, INC.

Accession: 0001493152-26-027599

Filed: 2026-06-08

Period: 2026-06-03

CIK: 0001862463

SIC: 6794 (PATENT OWNERS & LESSORS)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

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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): June 3, 2026

ALPHA

MODUS HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-40775

86-3386030

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

20311

Chartwell 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 communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement 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 A Common Stock, par

value $0.0001 per share

AMOD

The Nasdaq Stock Market,

LLC

Redeemable Warrants, each

whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50

AMODW

The 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 ☒

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. ☐

Item

3.03. Material Modification to Rights of Security Holders.

June 3, 2026, Alpha Modus Holdings, Inc. (the “Company”), filed a Certificate of Amendment to Certificate of Incorporation

with the State of Delaware to effect a 1-for-40 reverse stock split of the Company’s issued and outstanding shares of Class A common

stock (the “Reverse Stock Split”).

Reason

for the Reverse Stock Split

The

Reverse Stock Split is being effected solely to enable the Company to expeditiously restore compliance with the continued listing standards

of the Nasdaq Stock Market (the “Nasdaq”) and Nasdaq’s $1.00 minimum bid price requirements.

Effects

of the Reverse Stock Split

Effective

Date; Symbol; CUSIP Number. The Reverse Stock Split is expected to become effective and be reflected with the Nasdaq and in the

marketplace at the open of business on June 15, 2026 (the “Effective Date”), whereupon the shares of Class A common

stock of the Company are expected to begin trading on a split-adjusted basis. In connection with the Reverse Stock Split, the Company’s

shares of Class A common stock will continue to trade on the Nasdaq under the symbol “AMOD” but will trade under a new CUSIP

Number, 020952206.

Split

Adjustment; No Fractional Shares. The total number of shares of the Company’s Class A common stock held by each shareholder

will be converted automatically into the number of whole shares of Class A common stock equal to (i) the number of issued and outstanding

shares of Class A common stock held by such shareholder immediately prior to the Reverse Stock Split, divided by (ii) 40.

fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of

the post-Reverse Stock Split Class A common stock to a shareholder who otherwise would have received a fractional share as a result of

the Reverse Stock Split (with rounding up for beneficial shareholders at the Depository Trust Company on a participant basis).

Non-Certificated

Shares; Certificated Shares. Stockholders who are holding their shares in electronic form at brokerage firms do not have to take

any action as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.

Stockholders

holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent at the address given

below. The transfer agent will issue a new share certificate reflecting the terms of the Reverse Stock Split to each requesting shareholder.

Continental

Stock Transfer & Trust Company

State Street 30th Floor

New

York, NY 10004-1561

Please

contact Continental Stock Transfer & Trust Company for further information, related costs and procedures before sending any certificates.

State

Filing. The Reverse Stock Split was effected by the Company filing a Certificate of Amendment to Certificate of Incorporation

(the “Certificate”) with the Secretary of State of the State of Delaware, which was processed by the State of Delaware

on June 3, 2026. A copy of the Certificate is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Stockholder

Approval. As disclosed in the Schedule 14C of the Company filed on May 26, 2026, on May 15, 2026, holders of a majority of the

outstanding voting stock of the Company approved the Reverse Stock Split.

Capitalization.

Prior to the filing of the Certificate on June 3, 2026, the Company was authorized to issue 200,000,000 shares of Class A common stock,

and approximately 55,296,375 shares of Class A common stock were issued and outstanding. As a result of the Reverse Stock Split, the

Company will still be authorized to issue 200,000,000 shares of Class A common stock (the Company’s authorized shares of Class

A common stock will not be affected by the Reverse Stock Split), and there would be approximately 1,382,410 shares of common stock expected

to be outstanding on a pro forma basis (subject to adjustment due to the effect of rounding fractional shares into whole shares, and

assuming that 55,296,375 shares of Class A common stock were outstanding immediately prior to the Reverse Stock Split). The Reverse Stock

Split will not have any effect on the stated par value of the Class A common stock.

The

Reverse Stock Split does not affect the Company’s other classes of stock, including Class B common stock or preferred stock. After

the Reverse Stock Split, the Company’s authorized Class B common stock and preferred stock, and the issued and outstanding number

of shares of preferred stock (no shares of Class B common stock are issued or outstanding) will remain unchanged. Additionally, the Reverse

Stock Split will not affect the par value of the Class B common stock or preferred stock.

Each

common shareholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as

a result of the Reverse Stock Split, except for minor changes and adjustments that will result from rounding fractional shares into whole

shares. The rights and privileges of the holders of shares of Class A common stock will be substantially unaffected by the Reverse Stock

Split.

All

options, warrants and convertible securities of the Company outstanding immediately prior to the Reverse Stock Split (to the extent they

do not provide otherwise) will be appropriately adjusted by dividing the number of shares of Class A common stock into which the options,

warrants and convertible securities are exercisable or convertible by 40 and multiplying the exercise or conversion price thereof by

40, as a result of the Reverse Stock Split.

Item

5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The

information required by this Item 5.03 is set forth in Item 3.03 above, which information is incorporated herein by reference.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

3.1

Certificate of Amendment to Certificate of Incorporation filed June 3, 2026

104

Cover Page Interactive Data File (embedded within Inline

XBRL document)

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: June 8, 2026

By:

/s/ William Alessi

Name:

William Alessi

Title:

President and Chief Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE

OF AMENDMENT OF

CERTIFICATE

OF INCORPORATION

ALPHA

MODUS HOLDINGS, INC.

Alpha

Modus Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”),

does hereby certify that:

FIRST:

The name of the Corporation is Alpha Modus Holdings, Inc.

SECOND:

This certificate of amendment (this “Certificate of Amendment”) amends the provisions of the Corporation’s certificate

of incorporation, as amended and restated (the “Certificate of Incorporation”).

THIRD:

Article IV of the Certificate of Incorporation is hereby amended by inserting the following below the last sentence in Article IV of

the Certificate of Incorporation:

“Upon

the Effective Time (as defined below) of this Certificate of Amendment with the Secretary of State of the State of Delaware, forty (40)

outstanding shares of Common Stock outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall

be combined and converted into one (1) share of Common Stock (the “New Common Stock”) based on a ratio of one (1)

share of New Common Stock for each forty (40) shares of Old Common Stock (the “Reverse Split Ratio”).

This

reverse stock split (the “Reverse Split”) of the outstanding shares of Common Stock shall not affect the total number

of shares of capital stock, including the Common Stock, that the Corporation is authorized to issue, which shall remain as set forth

under this Article IV.

The

Reverse Split shall occur without any further action on the part of the Corporation or the holders of shares of New Common Stock and

whether or not certificates representing such holders’ shares prior to the Reverse Split are surrendered for cancellation. No fractional

interest in a share of New Common Stock shall be deliverable upon the Reverse Split, and all shares of New Common Stock be rounded up

to the nearest whole number of such shares. All references to “Common Stock” in this Certificate of Incorporation shall be

to the New Common Stock.

The

Reverse Split will be effectuated on a stockholder-by-stockholder (as opposed to certificate-by-certificate) basis, except that (i) the

Reverse Split will be effectuated on a certificate-by-certificate basis for shares held by registered holders, and (ii) the Reverse Split

will be effectuated on a per-participant basis at The Depository Trust Company (DTC). For shares held in certificated form, certificates

dated as of a date prior to the Effective Time representing outstanding shares of Old Common Stock shall, after the Effective Time, represent

a number of shares of New Common Stock as is reflected on the face of such certificates for the Old Common Stock, divided by the Reverse

Split Ratio and rounded up to the nearest whole number. The Corporation shall not be obligated to issue new certificates evidencing the

shares of New Common Stock outstanding as a result of the Reverse Split unless and until the certificate(s) evidencing the shares held

by a holder prior to the Reverse Split are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation

or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation

to indemnify the Corporation from any loss incurred by it in connection with such certificates.”

FOURTH:

This Certificate of Amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law

of the State of Delaware.

FIFTH:

This Certificate of Amendment shall be effective as of the latter of 7:00 a.m. New York Time on June 15, 2026, or the date and time that

the Nasdaq Stock Market approves and processes the Reverse Split in the public markets (the “Effective Time”).

WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its officer thereunto duly authorized this

3rd day of June, 2026.

ALPHA MODUS HOLDINGS, INC.

/s/ William Alessi

Name: William Alessi

Title: Chief Executive Officer

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Entity File Number

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Entity Registrant Name

ALPHA

MODUS HOLDINGS, INC.

Entity Central Index Key

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Entity Tax Identification Number

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Entity Incorporation, State or Country Code

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Chartwell Center Dr.

Entity Address, Address Line Two

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