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    Alpha Modus Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

    7/17/25 4:30:57 PM ET
    $AMOD
    Multi-Sector Companies
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    Get the next $AMOD alert in real time by email
    false 0001862463 0001862463 2025-07-15 2025-07-15 0001862463 AMOD:ClassCommonStockParValue0.0001PerShareMember 2025-07-15 2025-07-15 0001862463 AMOD:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50Member 2025-07-15 2025-07-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

     

    PURSUANT TO SECTION 13 OR 15(d) OF THE

    SECURITIES EXCHANGE ACT OF 1934

     

    Date of Report (Date of earliest event reported): July 15, 2025

     

    ALPHA MODUS HOLDINGS, INC.

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-40775   86-3386030

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    20311 Chartwell Center Dr., #1469

    Cornelius, NC 28031

    (Address of principal executive offices, including zip code)

     

    Registrant’s telephone number, including area code: (704) 252-5050

     

     

     

     (Former name or former address, if changed since last report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
       
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading Symbol(s)   Name of each exchange on which registered

    Class A Common Stock, par value $0.0001 per share

      AMOD   The Nasdaq Stock Market, LLC

    Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50

      AMODW   The Nasdaq Stock Market, LLC

      

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     

     

     

    Item 1.01. Entry into a Material Definitive Agreement.

     

    On July 15, 2025, Alpha Modus Holdings, Inc. (the “Company”) issued a Promissory Note (the “Note”) to The Alessi 2023 Irrevocable Trust (the “Lender”), one of the family trusts of the Company’s CEO, William Alessi, in the original principal amount of $2,142,857.14, in consideration of $1,500,000 in funding received by the Company from the Lender on or about July 10, 2025. The Note accrues interest at eight percent (8%) per annum, matures on April 30, 2026, and is convertible into shares of Class A common stock of the Company at the election of the holder at a $5.00 per share conversion price.

     

    The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

     

    Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     

    The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 2.03.

     

    Item 9.01. Financial Statements and Exhibits.

     

    (d) Exhibits

     

    Exhibit No.   Description
         
    10.1   Promissory Note Due April 30, 2026, issued by Alpha Modus Holdings, Inc. to The Alessi 2023 Irrevocable Trust, dated July 10, 2025
         
    104   Cover Page Interactive Data File (embedded within the Inline XBRL Document)

     

    * Filed herewith.

     

     

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

     

      ALPHA MODUS HOLDINGS, INC.
         
    Date: July 17, 2025 By: /s/ William Alessi
      Name: William Alessi
      Title: President and Chief Executive Officer

     

     

     

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