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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 |
