[8-K] ALPHA MODUS HOLDINGS, INC. Reports Material Event

Rhea-AI Filing Summary

Alpha Modus Holdings (AMOD) entered a consulting agreement with Black Marble LP and agreed to issue 1,628,664 restricted shares of Class A common stock as consideration for sales and application development services. The shares are scheduled to vest in four equal installments of 407,166 shares on January 1, 2026, April 1, 2026, July 1, 2026, and October 1, 2026, but no shares will vest until the Company has generated at least $1,000,000 in earnings before interest, taxes, and depreciation or $5,000,000 in gross revenues attributable to Black Marble’s efforts in rolling out its financial services kiosks or web/mobile application.

The issuance was made as an unregistered sale under Section 4(a)(2) and Rule 506(b) of Regulation D. The consulting agreement is filed as Exhibit 10.1.

Insights

Equity compensation and securities counsel

Performance-based share grant under Rule 506(b) with staged vesting.

The company agreed to issue 1,628,664 restricted shares tied to Black Marble’s sales and development services. Vesting occurs in four equal tranches across 2026, but all vesting is contingent on hitting either $1,000,000 in earnings before interest, taxes, and depreciation or $5,000,000 in gross revenues attributable to Black Marble’s efforts. This structure aligns issuance with specific commercial outcomes.

The transaction uses a private placement exemption under Section 4(a)(2) and Rule 506(b), indicating no public solicitation and that Black Marble is accredited or financially sophisticated with access to company information. Actual dilution depends on satisfying the vesting conditions and service performance.

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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 a consulting agreement with Black Marble LP (“Black Marble”), pursuant to which Black Marble would provide sales and application development services to the Company, and the Company would issue Black Marble 1,628,664 restricted shares of Class A common stock, which shall be subject to the following vesting requirements: (i) the shares shall vest in four equal installments of 407,166 shares on January 1, 2026, April 1, 2026, July 1, 2026, and October 1, 2026, and (ii) notwithstanding the vesting schedule, no shares shall vest until the Company has generated at least either $1,000,000 in earnings before interest, taxes, and depreciation, or $5,000,000 in gross revenues, in either case, attributable to Black Marble’s efforts with respect to the rollout of the Company’s financial services kiosks or web or mobile application.

The foregoing description of the consulting agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 10.1 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 Black Marble was an accredited investor or was financially sophisticated, it had adequate access, through business or other relationships, to information about the Company, and the sale 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 Black Marble LP
104		Cover Page Interactive Data File (embedded within the 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: October 24, 2025	By:	/s/ William Alessi
	Name:	William Alessi
	Title:	President and Chief Executive Officer

FAQ

What did Alpha Modus (AMOD) announce in this 8-K?

It entered a consulting agreement with Black Marble LP and agreed to issue 1,628,664 restricted shares for sales and application development services.

What are the vesting terms for the 1,628,664 AMOD shares?

They vest in four tranches of 407,166 shares on Jan 1, 2026, Apr 1, 2026, Jul 1, 2026, and Oct 1, 2026, subject to performance conditions.

What performance conditions apply to vesting of AMOD’s restricted shares?

No shares vest until AMOD generates at least $1,000,000 in earnings before interest, taxes, and depreciation or $5,000,000 in gross revenues attributable to Black Marble’s efforts.

How were the securities issued from a regulatory standpoint?

As an unregistered sale under Section 4(a)(2) and Rule 506(b) of Regulation D, without a public offering or general solicitation.

What business activities are tied to the performance metrics?

Results attributable to Black Marble’s work on AMOD’s financial services kiosks and web or mobile application.

Where can I find the full consulting agreement details?

In Exhibit 10.1, the Consulting Agreement dated September 22, 2025.