Business Context and Reporting Period
Company: ALPHA MODUS HOLDINGS, INC. (AMOD)
Filing Type: Form 8-K (Current Report)
Date of Report: October 24, 2025
Reporting Period: Event date October 24, 2025
Business Context: The Company entered into a material definitive consulting agreement with Black Marble LP to provide sales and application development services for the rollout of financial services kiosks and web/mobile applications.
Key Financial Metrics
This filing does not contain standard financial statements (revenue, profit, cash flow, margins, debt, or liquidity). The only financial metrics disclosed are performance thresholds tied to the new consulting agreement:
- Performance Thresholds for Vesting: $1,000,000 in EBITDA or $5,000,000 in gross revenues attributable to Black Marble's efforts.
- Equity Issuance: 1,628,664 restricted shares of Class A common stock.
Material Changes
The primary material change is the execution of a consulting agreement on October 24, 2025, resulting in the commitment to issue unregistered equity securities. This represents a new contractual obligation and potential future dilution contingent on performance.
Guidance, Outlook, and Risks
Management Commentary & Outlook: The agreement targets the rollout of financial services kiosks and digital applications. Success is measured by specific revenue or EBITDA milestones.
Contingencies & Vesting Schedule:
- Shares Issued: 1,628,664 restricted shares.
- Vesting Schedule: Four equal installments of 407,166 shares on January 1, April 1, July 1, and October 1, 2026.
- Performance Condition: No shares shall vest until the Company generates at least $1,000,000 in EBITDA or $5,000,000 in gross revenues attributable to Black Marble's efforts.
Risks:
- Dilution Risk: Issuance of over 1.6 million shares if performance targets are met.
- Performance Risk: Failure to meet the $1M EBITDA or $5M revenue threshold will result in no shares vesting.
Investor Verification Checklist
- Verify the full text of the Consulting Agreement (Exhibit 10.1) for additional terms not summarized in the 8-K.
- Confirm the current total share count to assess the potential dilution impact of 1,628,664 shares.
- Monitor future filings for updates on the $1,000,000 EBITDA or $5,000,000 revenue milestones.
- Review the definition of "attributable to Black Marble's efforts" to understand the scope of the performance condition.