AMOD signs consultants; issues stock under Rule 506(b)

Rhea-AI Filing Summary

Alpha Modus Holdings, Inc. (AMOD) entered consulting agreements with Rucus Holdings LLC and Leron Group LLC on October 24, 2025 to support the rollout of the company’s financial services kiosks with a major US retailer. As consideration for marketing and sales services, the company agreed to issue 250,000 shares of Class A common stock to Rucus and 4,000,000 shares to Leron. The company states these services were crucial in securing kiosk placement.

The issuances were made as unregistered sales of equity securities under Section 4(a)(2) and Rule 506(b) of Regulation D, to accredited investors, without a public offering or general solicitation.

Insights

Capital markets analyst

Non-cash stock compensation for kiosk rollout support; potential dilution.

Alpha Modus agreed to issue equity—250,000 shares to Rucus and 4,000,000 shares to Leron—in exchange for marketing and sales services tied to a major retailer kiosk rollout. This compensates partners without immediate cash outlay, preserving liquidity.

The shares were issued under Section 4(a)(2) and Rule 506(b), indicating private placements to accredited investors with no general solicitation. Actual shareholder impact depends on the company’s existing share base and resale timing, which are not detailed in the excerpt.

Subsequent filings may provide more detail on service milestones and any transfer restrictions or lock-ups associated with these shares.

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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): October 24, 2025

ALPHA MODUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40775		86-3386030
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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 ☒

If 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 1.01. Entry into a Material Definitive Agreement.

On October 24, 2025, Alpha Modus Holdings, Inc. (the “Company”) entered into consulting agreements with Rucus Holdings LLC (“Rucus”) and Leron Group LLC (“Leron”), pursuant to which Rucus and Leron would provide marketing and sales services to the Company in connection with the rollout of the Company’s financial services kiosks with a major US retailer, and the Company would issue Rucus 250,000 shares of Class A common stock, and the Company would issue Leron 4,000,000 shares of Class A common stock. The services of Rucus and Leron have been crucial in securing the placement of the kiosks with the retailer.

The foregoing description of the consulting agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure provided in Item 1.01 above is incorporated by reference into this Item 3.02. The Company agreed to issue the foregoing securities pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as Rucus and Leron were accredited investors and had adequate access, through business or other relationships, to information about the Company, and the sales did not involve a public offering of securities or any general solicitation.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Consulting Agreement, dated September 22, 2025, by and between Alpha Modus Holdings, Inc. and Rucus Holdings LLC*
10.2		Consulting Agreement, dated September 22, 2025, by and between Alpha Modus Holdings, Inc. and Leron Group LLC*
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

* Portions of the exhibits identifying the retailer have been omitted pursuant to Item 601(b)(10)(iv) of Reg. S-K.

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: October 24, 2025	By:	/s/ William Alessi
	Name:	William Alessi
	Title:	President and Chief Executive Officer

FAQ

What did AMOD announce in the 8-K?

AMOD entered consulting agreements with Rucus Holdings LLC and Leron Group LLC to support a kiosk rollout with a major US retailer and agreed to issue equity as compensation.

How many AMOD shares are being issued and to whom?

AMOD agreed to issue 250,000 shares of Class A common stock to Rucus and 4,000,000 shares to Leron.

Why were the consulting agreements significant for AMOD?

The company states the consultants’ services were crucial in securing the placement of its financial services kiosks with a major US retailer.

Under what exemption were the AMOD shares issued?

The unregistered sales were made under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D to accredited investors without a public offering.

Is there any cash consideration disclosed?

The excerpt describes equity issued for services, indicating a non-cash consideration structure.

Where can I find the full consulting agreements?

They are filed as Exhibits 10.1 and 10.2 to the report and incorporated by reference.