AMOD

Business Context and Reporting Period

Company: ALPHA MODUS HOLDINGS, INC. (AMOD)
Filing Type: Form 8-K (Current Report)
Date of Report: October 19, 2025
Reporting Period: Events occurring on or about September 15, 2025, and October 19, 2025.
Context: The Company, an emerging growth company, entered into material definitive agreements to secure funding through convertible promissory notes and warrants.

Key Financial Metrics and Obligations

This filing details the creation of direct financial obligations rather than reporting period-end financial performance metrics (revenue, profit, cash flow). The following debt and liquidity instruments were established:

• Total New Funding Received: $900,000 ($500,000 from Alessi Trust; $400,000 from Haase-Dubosc Trust).
• Total Principal Debt Issued: $1,114,285.71 ($714,285.71 Alessi Note; $400,000 Haase-Dubosc Note).
• Interest Rates: 8% per annum (Alessi Note); 7% per annum (Haase-Dubosc Note).
• Maturity Dates: September 15, 2026 (Alessi); October 15, 2026 (Haase-Dubosc).
• Equity Dilution Potential:
  • Alessi Note: Convertible at $5.00 per share.
  • Haase-Dubosc Warrants: 363,636 shares at $1.10 per share.
  • Haase-Dubosc Note: Convertible at 80% of the 5-day VWAP on the first trading day post-issuance (after a 6-month lock-up).

Material Changes Versus Prior Period

The filing does not provide comparative financial data (e.g., revenue or earnings) against prior periods. The material change is the increase in short-term debt and potential equity dilution resulting from the two new financing agreements executed in late 2025.

Guidance, Outlook, and Risks

Management Commentary: The filing contains no forward-looking guidance, outlook, or management discussion regarding future operations or financial targets.
Risks and Contingencies:

• Related Party Transaction: The Alessi Note was issued to a family trust of the CEO, William Alessi, creating a related-party obligation.
• Conversion Risk: The Haase-Dubosc Note features a variable conversion price (80% of VWAP), which could result in significant dilution if the stock price rises.
• Liquidity Dependence: The Company relies on these specific private placements for funding, indicating potential liquidity constraints.

Unusual Items: The Alessi Note principal ($714,285.71) exceeds the cash funding received ($500,000), implying the difference may represent accrued interest or fees capitalized into the principal.

Investor Verification Checklist

• Verify the exact calculation of the $714,285.71 principal on the Alessi Note versus the $500,000 cash received to understand the effective interest rate or fees.
• Confirm the current share count and potential dilution impact of the 363,636 Haase-Dubosc warrants and the convertible notes.
• Review the full text of Exhibits 10.1 through 10.4 for prepayment penalties, default clauses, or additional covenants not summarized in the 8-K.
• Assess the Company's cash runway given the maturity dates of these notes in 2026.