Alpha Modus Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On October 24, 2025, Alpha Modus Holdings, Inc. (the “Company”) entered into a consulting agreement with Black Marble LP (“Black Marble”), pursuant to which Black Marble would provide sales and application development services to the Company, and the Company would issue Black Marble 1,628,664 restricted shares of Class A common stock, which shall be subject to the following vesting requirements: (i) the shares shall vest in four equal installments of 407,166 shares on January 1, 2026, April 1, 2026, July 1, 2026, and October 1, 2026, and (ii) notwithstanding the vesting schedule, no shares shall vest until the Company has generated at least either $1,000,000 in earnings before interest, taxes, and depreciation, or $5,000,000 in gross revenues, in either case, attributable to Black Marble’s efforts with respect to the rollout of the Company’s financial services kiosks or web or mobile application.
The foregoing description of the consulting agreement 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 3.02. Unregistered Sales of Equity Securities.
The disclosure provided in Item 1.01 above is incorporated by reference into this Item 3.02. The Company agreed to issue the foregoing securities pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as Black Marble was an accredited investor or was financially sophisticated, it had adequate access, through business or other relationships, to information about the Company, and the sale did not involve a public offering of securities or any general solicitation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Consulting Agreement, dated September 22, 2025, by and between Alpha Modus Holdings, Inc. and Black Marble LP | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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: October 24, 2025 | By: | /s/ William Alessi |
| Name: | William Alessi | |
| Title: | President and Chief Executive Officer | |