ALPHA MODUS HOLDINGS, INC.

8-K · form8-k.htm

0001862463

 2026-06-05
 2026-06-05

 0001862463

 AMOD:ClassCommonStockParValue0.0001PerShareMember

 2026-06-05
 2026-06-05

 0001862463

 AMOD:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50Member

 2026-06-05
 2026-06-05

 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): June 5, 2026

  

 ALPHA
MODUS HOLDINGS, INC.

 (Exact
name of registrant as specified in its charter)

  

 Delaware
  
 001-40775
  
 86-3386030

 (State or other jurisdiction
  
 (Commission
  
 (IRS Employer

 of incorporation)
  
 File Number)
  
 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
8.01. Other Events.

  

 As
disclosed in the Current Report on Form 8-K filed on April 10, 2026, on April 8, 2026, Alpha Modus Holdings, Inc. (the “ Company ”)
entered into an exchange agreement (the “ Exchange Agreement ”) with the family trust of the Company’s CEO, William
Alessi, pursuant to which the trust would exchange an aggregate of 3,870,000 shares of Series C Preferred Stock (the “ Preferred
Shares ”) for an aggregate of 109,588,265 shares of Class A common stock (the “ Common Shares ”), and such
exchange was intended to increase the market value of the Company’s listed securities in an effort to regain compliance with Nasdaq’s
MVLS alternative listing standard (minimum market value of listed securities of $35 million), and materially reduce the Company’s
stockholders’ deficit.

  

 On
June 5, 2026, the Company issued the Common Shares in exchange for the Preferred Shares pursuant to the Exchange Agreement. Following
the issuance, the Company had 164,884,640 shares
of Class A common stock outstanding.

  

  

  

  

 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: June 8, 2026
 By:
 /s/ William
 Alessi

  
 Name: 
 William Alessi

  
 Title:
 President and Chief Executive Officer