false
0001862463
0001862463
2025-10-19
2025-10-19
0001862463
AMOD:ClassCommonStockParValueMember
2025-10-19
2025-10-19
0001862463
AMOD:RedeemableWarrantsEachWholeMember
2025-10-19
2025-10-19
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 19, 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 19, 2025, Alpha Modus Holdings, Inc. (the “Company”) issued a promissory note (the “Alessi Note”)
to The Alessi 2023 Irrevocable Trust (the “Alessi Trust”), one of the family trusts of the Company’s CEO, William
Alessi, in the original principal amount of $714,285.71, in consideration of $500,000 in funding received by the Company from the Alessi
Trust on or about September 15, 2025. The Alessi Note accrues interest at 8% per annum, matures on September 15, 2026, and is convertible
into shares of Class A common stock of the Company at the election of the holder at a $5.00 per share conversion price.
On
October 19, 2025, the Company entered into a securities purchase agreement (the “Haase-Dubosc Securities Purchase
Agreement”) with the Nancy Helen Wallace and Gerard Haase-Dubosc Family Trust (the “Haase-Dubosc Trust”),
pursuant to which the Company issued (i) a convertible promissory note to the Haase-Dubosc Trust in the original principal amount
of $400,000 (the “Haase-Dubosc Note”), and (ii) warrants to purchase 363,636 shares of Company Class A common stock at an
exercise price of $1.10/share, for a total purchase price of $400,000 (the “Haase-Dubosc Warrant”).
The Haase-Dubosc Note accrues interest at 7% per annum, matures on October 15, 2026, and is convertible into shares of Class A
common stock of the Company at the election of the holder at any time 6 months following issuance of the note at a fixed, non-variable
conversion price equal to 80% of the 5-day volume-weighted average price on the first trading day following issuance of the note. The
Haase-Dubosc Note and Warrants were issued to the Haase-Dubosc Trust on October 19, 2025.
The
foregoing descriptions of the Alessi Note, Haase-Dubosc Securities Purchase Agreement, Haase-Dubosc Note, and Haase-Dubosc
Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, copies of
which are filed as Exhibits 10.1, 10.2, 10.3, and 10.4 to this Current Report on Form 8-K and incorporated by reference herein.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
disclosure provided above in Item 1.01 above is incorporated by reference into this Item 2.03.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. | |
Description |
| | |
|
| 10.1 | |
Promissory Note Due September 15, 2026, issued by Alpha Modus Holdings, Inc. to The Alessi 2023 Irrevocable Trust, dated September 16, 2025 |
| | |
|
| 10.2 | |
Securities Purchase Agreement, dated October 16, 2025, by Alpha Modus Holdings, Inc. and the Nancy Helen Wallace and Gerard Haase-Dubosc Family Trust |
| | |
|
| 10.3 | |
Convertible Promissory Note Due October 15, 2026, issued by Alpha Modus Holdings, Inc. to the Nancy Helen Wallace and Gerard Haase-Dubosc Family Trust, dated October 16, 2025 |
| | |
|
| 10.4 | |
Common Stock Purchase Warrant, dated October 16, 2025 |
| | |
|
| 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: October 23, 2025 |
By: |
/s/ William
Alessi |
| |
Name: |
William Alessi |
| |
Title: |
President and Chief Executive Officer |
