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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): July 16, 2026
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.
The
disclosure in Item 5.02 below is incorporated by reference into this Item 1.01.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
or about July 16, 2026, Alpha Modus Holdings, Inc. (the “Company”) appointed Alexander (Sasha) Asgary as the Chief
Strategy Officer of the Company, and Chris Chumas, previously the Chief Strategy Officer of the Company, was appointed as Executive Vice
President of the Company’s subsidiary, Alpha Modus Financial Services, LLC.
Mr.
Asgary, age 42, has served as Vice President of Corporate Communications of the Company since October 2025 (and his entity described
below has been paid fees by the Company for his services in that role). Since 2007, Mr. Asgary has served as President and founder of
Giant MGMT, a strategic advisory firm that counsels technology-focused companies in private and public markets on strategic positioning,
operational growth and streamlining, M&A, capital-markets communications, capital formation and other transaction matters. In January
2024, he founded, and has since served as President of, Giant Financial Labs, a financial software company that develops generative artificial
intelligence research and execution tools for investors and traders. From September 2019 to July 2024, Mr. Asgary served as Chief Operating
Officer of the Beautysense Group, an e-commerce beauty retailer, where he led the group’s merger-and-acquisition and non-organic
growth strategy and oversaw its legal, finance, and governance functions. From October 2018 to November 2023, he served as co-founder
and Chief Operating Officer of Weedsense, a cannabis wholesale and distribution business. Mr. Asgary previously served as Vice President
of Business Development of Alpha Modus, Corp. from January 2015 to November 2016.
In
connection with Mr. Asgary’s appointment, on July 16, 2026, the Company entered into a Consulting Agreement (the “Agreement”)
with Mr. Asgary’s entity, 9185-5759 Quebec Inc. (the “Consultant”), to be considered effective as of July 1,
2026, pursuant to which Mr. Asgary would serve as the Chief Strategy Officer of the Company and provide investor relations, ARIA commercialization,
FlowSync implementation, AlphaCash branding, digital marketing, B2B sales support, IP claim expansion and other services to the Company,
in consideration of the Company paying the Consultant $250,000 per year, and $250,000 of common stock warrants on or before August 1,
2026, with the number of shares determined based on the average closing price of the Company’s common stock for the 5 trading days
prior to and ending on June 30, 2026, and a $0.0001/share exercise price, as a sign-on award. The Consultant will also be eligible to
receive performance-based fees or awards, be reimbursed for expenses incurred in the course of performing services for the Company, and
be entitled to 30 days of paid vacation during each 12-month period. The Agreement has an initial term of 5 years unless terminated earlier
as provided in the Agreement.
The
foregoing description of the 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
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1* |
|
Consulting Agreement, by and between Alpha Modus Holdings, Inc. and 9185-5759 Quebec Inc., dated July 1, 2026 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL Document) |
*
Filed herewith.
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:
July 22, 2026 |
By: |
/s/
William Alessi |
| |
Name:
|
William
Alessi |
| |
Title: |
President
and Chief Executive Officer |
