Business Context and Reporting Period
Company: ALPHA MODUS HOLDINGS, INC.
Filing Type: Form 8-K (Current Report)
Date of Report: June 5, 2026
Reporting Period: Event date June 5, 2026; Report signed June 8, 2026.
The Company is an emerging growth company incorporated in Delaware. Its Class A Common Stock (AMOD) and Redeemable Warrants (AMODW) are listed on The Nasdaq Stock Market, LLC.
Key Financial Metrics
This filing reports a capital structure event rather than periodic financial performance. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Capital Structure Update:
- Shares Issued: 109,588,265 shares of Class A Common Stock.
- Shares Exchanged: 3,870,000 shares of Series C Preferred Stock.
- Total Outstanding Shares: 164,884,640 shares of Class A Common Stock following issuance.
Material Changes
The primary material change is the completion of a stock exchange agreement entered into on April 8, 2026, with the family trust of CEO William Alessi. The exchange was executed on June 5, 2026.
Purpose of Transaction:
- To increase the market value of the Company's listed securities.
- To regain compliance with Nasdaq's Minimum Market Value of Listed Securities (MVLS) alternative listing standard (target: $35 million).
- To materially reduce the Company's stockholders' deficit.
Guidance, Outlook, and Risks
Management Commentary: The transaction was specifically designed to address listing compliance issues and balance sheet deficits. No forward-looking financial guidance or revenue outlook is provided in this filing.
Risks and Contingencies: The filing implies a prior risk of non-compliance with Nasdaq listing standards, which this transaction aims to mitigate. No other specific risks or contingencies are detailed in this text.
Investor Verification Checklist
- Verify the current market capitalization to confirm if the $35 million Nasdaq MVLS threshold has been met post-issuance.
- Review the Company's most recent 10-Q or 10-K to assess the magnitude of the "stockholders' deficit" prior to this exchange.
- Confirm the dilution impact of the 109,588,265 new shares on existing common stockholders.
- Check for any subsequent Nasdaq communications regarding the Company's compliance status.