ALPHA MODUS HOLDINGS, INC.
For the period ended Jun 30, 2025. Filed Aug 12, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 12, 2025
AMOD$0.93-0.5%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001641172-25-010849
Item 1A. Risk FactorsUnregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity SecuritiesDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-12.
0001641172-25-023068
Item 1A. Risk FactorsUnregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity SecuritiesDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 13 previous paragraphs and 13 current paragraphs.
7 unchanged; 4 reworded; 2 added; 1 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
During the three months ended June 30, 2025, the Company issued the following unregistered securities:
Current report
On May 27, 2025, the Company entered into an exchange agreement (the “Exchange Agreement”) with four family trusts of the Company’s CEO, William Alessi, pursuant to which the trusts would exchange an aggregate of 3,200,000 shares of Series C Preferred Stock (800,000 shares held in the name of The WRA 2023 Irrevocable Trust, 800,000 shares held in the name of The Janet Alessi 2023 Irrevocable Trust, 800,000 shares held in the name of The Isabella Alessi 2023 Irrevocable Trust, and 800,000 shares held in the name of The Kim Alessi Richter Irrevocable Trust, all of which are deemed to be beneficially owned by Mr. Alessi as Mr. Alessi’s spouse is the trustee of each of the trusts) for an aggregate of 26,079,868 shares of Class A common stock (with each of the trusts being issued 6,519,967 shares of common stock). In the Exchange Agreement, each of the trusts agreed not to sell or otherwise transfer the shares of common stock to be received in the exchange until June 13, 2026 (except for permitted transfers to an affiliate). On or about June 29, 2025, the trusts’ preferred shares were cancelled, and 26,079,868 shares of Class A common stock were issued to the trusts. The Company issued the shares to the trusts pursuant to the exemption from the registration requirements of the Securities Act provided by Section 3(a)(9) of the Securities Act, as the shares of common stock were issued in exchange for shares of preferred stock of the Company, and there was no renumeration for the solicitation of the exchange.
Removed paragraphs (1)
Previous report
On or about January 5, 2025, the Company issued 11,000 shares of Class A common stock to two individuals for services rendered as a bonus for their diligence and efforts provided in connection with the business combination. These shares were valued at the closing price of the Company’s common stock on January 3, 2025, at $2.51 per share.
Reworded paragraphs (4)
Previous wording
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K filed with the SEC on April 15, 2025, and our registration statement on Form S-1 filed with the SEC on May 9, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
Current wording
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K filed with the SEC on April 15, 2025, and our registration statement on Form S-1 filed with the SEC on May 9, 2025 (as subsequently amended). Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
Previous wording
On or about April 30, 2025, the Company issued 15,690 shares of Class A common stock to each of the four non-employee directors of the Company in consideration of the directors’ $25,000 quarterly fee pursuant to their director agreements, valued based on the 10-day average closing price of the Company’s common stock as of the end of the first quarter, or approximately $1.59 per share.
Current wording
On or about April 30, 2025, the Company issued 15,690 shares of Class A common stock to each of the four non-employee directors of the Company in consideration of the directors’ $25,000 quarterly fee pursuant to their director agreements, based on the 10-day average closing price of the Company’s common stock as of the end of the first quarter, or approximately $1.59 per share.
Previous wording
On or about April 30, 2025, the Company issued 39,266 shares of Class A common stock to the Company’s Chief Revenue Officer, Thomas Gallagher, in consideration of his $62,500 quarterly fee pursuant to his employment agreement, valued based on the 10-day average closing price of the Company’s common stock as of the end of the first quarter, or approximately $1.59 per share.
Current wording
On or about April 30, 2025, the Company issued 39,266 shares of Class A common stock to the Company’s Chief Revenue Officer, Thomas Gallagher, in consideration of his $62,500 quarterly fee pursuant to his employment agreement, based on the 10-day average closing price of the Company’s common stock as of the end of the first quarter, or approximately $1.59 per share.
Previous wording
On or about April 30, 2025, the Company issued 1,250,000 shares of common stock for the Pre-Delivery Shares to the Investor pursuant to the Second Amendment to the Note as described in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this report.
Current wording
On or about April 30, 2025, the Company issued the 1,250,000 Pre-Delivery Shares to Streeterville Capital, LLC pursuant to the Second Amendment to the Note as described in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” above.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
On or about January 5, 2025, the Company issued 2,632 shares of Class A common stock to each of the four non-employee directors of the Company in consideration of the directors’ $25,000 quarterly fee pursuant to their director agreements. These shares were valued at the closing price of the Company’s common stock on January 3, 2025, at $2.51 per share.