Alpha Modus (INAQW) completes CEO-related preferred-to-common exchange

Rhea-AI Filing Summary

Alpha Modus Holdings reported an exchange agreement converting Series C preferred stock into Class A common stock. A family trust affiliated with CEO William Alessi will exchange 4,300,000 shares of Series C Preferred for 40,111,940 shares of Class A common stock, and those shares are deemed beneficially owned by Mr. Alessi. The trust agreed not to sell or transfer the new common shares until June 13, 2026, except for permitted affiliate transfers. The filing is signed by William Alessi as President and CEO.

Positive

• Lock-up commitment: The trust agreed not to sell or transfer the converted Class A shares until June 13, 2026, which limits immediate selling pressure.

Negative

• Substantial dilution: Conversion of 4,300,000 Series C Preferred into 40,111,940 Class A shares increases common share count materially from a single transaction.
• Related-party transaction: The exchanging holder is a family trust of the CEO with the CEO's spouse as trustee, raising governance and conflict-of-interest considerations.

Insights

Financial Analyst

TL;DR: Large conversion increases Class A share count substantially; lock-up limits immediate selling pressure.

The exchange converts 4,300,000 Series C Preferred into 40,111,940 Class A common shares, which represents a significant increase in common shares outstanding from a single related-party conversion. This dilutionary event could affect per-share metrics and ownership percentages. The trustee relationship implies the shares will be attributed to the CEO for ownership disclosure purposes. The contractual lock-up until June 13, 2026 reduces the risk of immediate share supply into the market, but the eventual release may influence future trading dynamics.

Corporate Governance Expert

TL;DR: Related-party exchange raises governance and disclosure considerations; lock-up provides short-term stability.

The exchange involves a family trust with the CEO's spouse as trustee, so the filing appropriately notes beneficial ownership attribution to the CEO. Such related-party transactions warrant clear disclosure of terms and any consideration received; the filing states the share counts and the lock-up date. From a governance perspective, investors will likely focus on the rationale for the conversion, any valuation mechanics, and whether board approvals or conflicts were addressed in fuller filing sections.

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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): August 14, 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 August 14, 2025, Alpha Modus Holdings, Inc. (the “Company”) entered into an exchange agreement (the “Exchange Agreement”) with a family trust of the Company’s CEO, William Alessi, pursuant to which the trust will exchange an aggregate of 4,300,000 shares of Series C Preferred Stock (held in the name of The Alessi 2023 Irrevocable Trust, and which shares are deemed to be beneficially owned by Mr. Alessi as Mr. Alessi’s spouse is the trustee of the trust) for an aggregate of 40,111,940 shares of Class A common stock. In the Exchange Agreement, the trust agreed not to sell or otherwise transfer the shares of common stock to be received in the exchange until June 13, 2026 (except for permitted transfers to an affiliate).

The foregoing description of the Exchange 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 above in Item 1.01 above is incorporated by reference into this Item 3.02. The shares of common stock will be issued to the trust in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as the shares of common stock will be issued in exchange for shares of Series C Preferred Stock, there was no additional consideration for the exchange, and there was no remuneration for the solicitation of the exchange.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Exchange Agreement, dated August 14, 2025, by and between Alpha Modus Holdings, Inc., and The Alessi 2023 Irrevocable Trust
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: August 15, 2025	By:	/s/ William Alessi
	Name:	William Alessi
	Title:	President and Chief Executive Officer

FAQ

What exactly was exchanged in the Alpha Modus 8-K (INAQW)?

A family trust affiliated with CEO William Alessi exchanged 4,300,000 shares of Series C Preferred for 40,111,940 shares of Class A common stock.

Who is considered the beneficial owner after the exchange?

The shares are deemed to be beneficially owned by CEO William Alessi because the trust is held in the name of The Alessi 2023 Irrevocable Trust and the CEO's spouse is the trustee.

Are there any restrictions on selling the converted Class A shares?

Yes, the trust agreed not to sell or otherwise transfer the Class A shares received in the exchange until June 13, 2026, except for permitted transfers to an affiliate.

Does the filing indicate any cash consideration or other payment for the exchange?

The provided content states only the share exchange counts and the lock-up; it does not disclose any cash consideration or additional terms.

Who signed the 8-K for Alpha Modus Holdings?

The filing is signed by William Alessi, named as President and Chief Executive Officer, dated August 15, 2025.