Business Context and Reporting Period
Company: ALPHA MODUS HOLDINGS, INC.
Filing Type: Form 8-K (Current Report)
Date of Report: August 14, 2025
Reporting Period: Event date August 14, 2025
Business Context: The Company entered into a Material Definitive Agreement involving an exchange of equity securities between the Company and a family trust of its CEO, William Alessi.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The report focuses exclusively on a specific corporate transaction.
Material Changes and Transaction Details
- Transaction: Exchange of 4,300,000 shares of Series C Preferred Stock for 40,111,940 shares of Class A Common Stock.
- Counterparty: The Alessi 2023 Irrevocable Trust (beneficially owned by CEO William Alessi).
- Lock-Up Period: The trust agreed not to sell or transfer the received common stock until June 13, 2026, except for permitted transfers to an affiliate.
- Consideration: No additional consideration or remuneration was provided for the exchange.
- Regulatory Basis: Issuance relied on the Section 3(a)(9) exemption from registration under the Securities Act of 1933.
Guidance, Outlook, and Risks
The filing does not provide updated financial guidance, management commentary on future outlook, or specific risk factors beyond the standard disclosure that the description of the Exchange Agreement is qualified by reference to the full text of the agreement filed as Exhibit 10.1.
Investor Verification Checklist
- Verify the full terms of the Exchange Agreement in Exhibit 10.1.
- Confirm the impact of the 40,111,940 new shares on total outstanding Class A Common Stock and potential dilution.
- Review the specific rights and preferences of the Series C Preferred Stock being exchanged to understand the value transfer.
- Monitor the lock-up expiration date of June 13, 2026, for potential future selling pressure.