Business context and reporting period
Alpha Modus Holdings, Inc. filed this Form 8-K on October 1, 2026, reporting events dated September 30, 2026. The filing concerns completion of a private investment in public equity (PIPE) transaction and the company’s Nasdaq listing compliance status; it is not a periodic financial report.
Key financial and transaction details
- At closing, the company issued 51,621,560 shares of Class A common stock and warrants to purchase an additional 51,621,560 shares at $4.36 per share.
- Investors paid an aggregate purchase price of 3,170 bitcoin, delivered to the custody and control of the company’s wholly owned Singapore subsidiary, AMOD Tech Pte. Ltd.
- The company cited a bitcoin reference price of approximately $83,612.20 on September 30, 2026, implying a value in excess of $250 million for the bitcoin received. This is a reference valuation, not a reported realized gain or cash proceeds.
- The company stated that it believes its stockholders’ equity is now well in excess of $200 million. The filing provides no revenue, profit, cash-flow, margin, debt, or broader liquidity figures.
Material changes and Nasdaq status
The transaction closed on September 30, 2026, following the agreement announced in an August 27, 2026 Form 8-K. The company said the resulting equity position restored compliance with Nasdaq’s $2.5 million minimum stockholders’ equity requirement under Listing Rule 5550(b)(1).
Nasdaq had notified the company on April 6, 2026, that it did not meet the $500,000 minimum net income standard, the alternative $35 million market value of listed securities standard, or the alternative $2.5 million stockholders’ equity standard. The company submitted a compliance plan and received an extension. This filing specifically asserts restored compliance with the equity standard; it does not provide figures demonstrating compliance with the other standards.
Outlook, risks, and unusual items
Nasdaq will continue monitoring the company’s stockholders’ equity. The company warned that it could face delisting if its next periodic report does not evidence compliance. Potential consequences of delisting cited in the filing include reduced stock liquidity and market price, diminished access to equity financing and public capital markets, and reduced ability to provide equity incentives. No operating guidance or forecast is provided.
Important facts for investors to verify
- Confirm the company’s next periodic-report stockholders’ equity and ongoing Nasdaq compliance.
- Review the accounting treatment, custody arrangements, restrictions, and valuation methodology for the 3,170 bitcoin.
- Assess the potential dilution from the 51,621,560 issued shares and the warrants for an equal number of shares, including the $4.36 exercise price and warrant terms.
- Consult subsequent filings for updated bitcoin values, financial condition, and any further Nasdaq determinations.