Business Context and Reporting Period
Company: ALPHA MODUS HOLDINGS, INC.
Filing Type: Form 8-K (Current Report)
Date of Report: May 27, 2025
Reporting Period: Event date May 27, 2025; Signed May 30, 2025
Context: The Company entered into a Material Definitive Agreement involving an exchange of equity securities with four family trusts beneficially owned by CEO William Alessi.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on a specific corporate transaction.
Material Changes and Transaction Details
The Company executed an Exchange Agreement on May 27, 2025, with four family trusts of CEO William Alessi. The key terms are:
- Shares Exchanged: 3,200,000 shares of Series C Preferred Stock were exchanged for 26,079,868 shares of Class A Common Stock.
- Parties Involved: The WRA 2023 Irrevocable Trust, The Janet Alessi 2023 Irrevocable Trust, The Isabella Alessi 2023 Irrevocable Trust, and The Kim Alessi Richter Irrevocable Trust.
- Allocation: Each trust received 6,519,967 shares of Class A Common Stock.
- Lock-Up Period: The trusts 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 was paid; the exchange 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 of the transaction. The primary contingency noted is the lock-up restriction on the newly issued shares until June 13, 2026.
Investor Verification Checklist
- Verify the full text of the Exchange Agreement filed as Exhibit 10.1 for detailed covenants and conditions.
- Confirm the impact of the 26,079,868 new shares on the Company's total outstanding share count and potential dilution.
- Review the terms of the Series C Preferred Stock being retired to understand the rights and preferences surrendered in the exchange.
- Monitor the lock-up expiration date of June 13, 2026, for potential future selling pressure from the CEO's trusts.