Alpha Modus Holdings Announces Bitcoin-Backed PIPE Financing

What Happened

• On August 26, 2026, Alpha Modus Holdings, Inc. (AMOD) entered a securities purchase agreement to sell 51,621,560 shares of Class A common stock and warrants to purchase an additional 51,621,560 shares. The aggregate purchase price for the private placement (PIPE Financing) is 3,170 bitcoin. The Company announced the transaction in a press release on August 27, 2026.
• The investors in the transaction are non‑U.S. persons. The Company agreed to file a registration statement with the SEC within 15 days of closing to register the resale of the Shares and shares issuable upon exercise of the Warrants.

Key Details

• Shares sold: 51,621,560 Class A common shares; Warrants to buy an additional 51,621,560 shares.
• Purchase price: 3,170 bitcoin (aggregate). SPA signed August 26, 2026; press release filed August 27, 2026.
• Warrant terms: $4.36 per share exercise price; two‑year term; not exercisable on a cashless basis; 19.99% beneficial‑ownership cap per holder.
• Registration and restrictions: Company must file a registration statement within 15 days of closing and use commercially reasonable efforts to get it declared effective. Until the earlier of 30 days after effectiveness (or Dec 31, 2026), the Company may not issue other equity (subject to limited exceptions such as the PIPE shares/warrants, certain director/officer issuances, conversions up to 519,917 shares, and exercise of outstanding warrants up to 176,890 shares).

Why It Matters

• This transaction brings bitcoin capital (3,170 BTC) into the company in exchange for a large issuance of common stock and long‑dated warrants, which will dilute existing shareholders once registered and/or exercised.
• The required SEC registration within 15 days means the new investors intend to resell their shares publicly once the registration statement is effective, which could increase share supply.
• Warrant exercise price ($4.36) and the two‑year term set a clear potential conversion timeline and price floor; the 19.99% ownership cap limits any single investor from obtaining control via warrant exercise.

(Information based on the company’s Form 8‑K filed August 27, 2026.)