What changed in ALPHA MODUS HOLDINGS, INC.'s 2025 10-K compared to 2024?

Across the narrative sections we track, ALPHA MODUS HOLDINGS, INC. (AMOD) added 287 paragraphs, removed 262, and edited 106 between the 2024 and 2025 10-K filings. The biggest movers are Item 1. Business (+180/−89), Item 1A. Risk Factors (+73/−87), Item 7. Management's Discussion & Analysis (+23/−67).

Did ALPHA MODUS HOLDINGS, INC. add new Risk Factors in the 2025 10-K?

Yes — Item 1A Risk Factors shows 73 new/edited paragraphs and 87 removed paragraphs versus the 2024 10-K.

What changed in ALPHA MODUS HOLDINGS, INC.'s MD&A (Item 7) in 2025?

Item 7 Management's Discussion & Analysis shows 23 new/edited paragraphs and 67 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did ALPHA MODUS HOLDINGS, INC.'s Legal Proceedings (Item 3) change in 2025?

Item 3 shows 2 added/edited paragraphs and 9 removed paragraphs — usually indicating new litigation disclosed or settled cases removed.

Where does this AMOD 10-K diff come from?

The source filings are ALPHA MODUS HOLDINGS, INC.'s official 2024 and 2025 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in ALPHA MODUS HOLDINGS, INC.'s 10-K — 2024 vs 2025

Paragraph-level year-over-year comparison of ALPHA MODUS HOLDINGS, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+287 added−262 removedSource: 10-K (2026-03-31) vs 10-K (2025-04-15)

Top changes in ALPHA MODUS HOLDINGS, INC.'s 2025 10-K

287 paragraphs added · 262 removed · 106 edited across 7 sections

Item 1. Business+180 / −89 · 27 edited
Item 1A. Risk Factors+73 / −87 · 57 edited
Item 7. Management's Discussion & Analysis+23 / −67 · 17 edited
Item 5. Market for Registrant's Common Equity+7 / −8 · 2 edited
Item 3. Legal Proceedings+2 / −9 · 1 edited

Item 1. Business

Business — how the company describes what it does

27 edited+153 added−62 removed21 unchanged

2024 filing

2025 filing

Biggest changeAlpha Modus filed two additional patent applications during 2024: (i) patent application no. 18/651410 titled “Methods and Systems for Shopping in a Retail Store,” and (ii) patent application no. 18/905975 titled “Methods and Systems for Providing Customer Assistance in a Retail Store.” Alpha Modus believes the ‘571 patent and several family members are being infringed by many major retailers, service providers and consumer brands, and that the adoption of the ‘571 patent (and family) technology is occurring at an exponential pace in the retail marketplace.

Biggest changeAlpha Modus believes the ‘571 patent and several family members are being infringed by many major retailers, service providers and consumer brands, and that the adoption of the ‘571 patent (and family) technology is occurring at an exponential pace in the retail marketplace. 8 Market Analysis The retail, retail media, and alternative financial services sectors are undergoing continued technological transformation driven by artificial intelligence, digital engagement, and data-driven personalization.

Under the SPA, the Company is required to initially reserve 7,500,000 shares of its Common Stock for issuance to the Investor under the Note, and the Company is required to add additional shares to the reserve in increments of 100,000 shares when requested by the Investor if at the time of the request the number of shares being held in reserve is less than three times the number of shares of Common Stock equal to the outstanding balance under the Note divided by the applicable conversion price at that time.

Under the SPA, the Company was required to initially reserve 7,500,000 shares of its Common Stock for issuance to the Investor under the Note, and the Company was required to add additional shares to the reserve in increments of 100,000 shares when requested by the Investor if at the time of the request the number of shares being held in reserve is less than three times the number of shares of Common Stock equal to the outstanding balance under the Note divided by the applicable conversion price at that time.

Pursuant to the Amended SPA, the Note is not convertible below a floor price of $4.00/share, but if the closing bid price of the Company’s common stock is less than the floor price for ten consecutive trading days, the Company is required to begin making monthly payments under the Note on the date that is 90 days following the original funding date.

Pursuant to the Amended SPA, the Note was not convertible below a floor price of $4.00/share, but if the closing bid price of the Company’s common stock is less than the floor price for ten consecutive trading days, the Company is required to begin making monthly payments under the Note on the date that is 90 days following the original funding date.

The SPA grants the Investor (i) the right to fund up to an additional $5,000,000 to the Company, with the Company’s consent, through the date that is six months following repayment of the Note in full (the “Reinvestment Right”), and (ii) the exclusive right, on customary market terms, to enter into an equity line of credit or other similar financing arrangement with the Company for at least $20,000,000, through the date that is one year following the Purchase Price Date (defined below).

The SPA granted the Investor (i) the right to fund up to an additional $5,000,000 to the Company, with the Company’s consent, through the date that is six months following repayment of the Note in full (the “Reinvestment Right”), and (ii) the exclusive right, on customary market terms, to enter into an equity line of credit or other similar financing arrangement with the Company for at least $20,000,000, through the date that is one year following the Purchase Price Date (defined below).

The Note will be convertible at the election of the Investor into shares of Common Stock at any time following the earlier of the effective date of the registration statement described above or one year following the Purchase Price Date, at a conversion price equal to 90% multiplied by the lowest daily volume-weighted average price during the five trading days preceding conversion, and provided that (i) the Investor may not convert the Note into shares of Common Stock to the extent that such conversion would result in the Investor’s beneficial ownership of Common Stock being in excess of 4.99% (or 9.99% if the Company’s market capitalization is less than $10 million), and provided that (ii) the Note is not convertible into a total cumulative number of shares of Common Stock in excess of the number of shares of Common Stock permitted by Nasdaq Listing Rule 5635 (the “Exchange Cap”).

The Note was convertible at the election of the Investor into shares of Common Stock at any time following the earlier of the effective date of the registration statement described above or one year following the Purchase Price Date, at a conversion price equal to 90% multiplied by the lowest daily volume-weighted average price during the five trading days preceding conversion, and provided that (i) the Investor may not convert the Note into shares of Common Stock to the extent that such conversion would result in the Investor’s beneficial ownership of Common Stock being in excess of 4.99% (or 9.99% if the Company’s market capitalization is less than $10 million), and provided that (ii) the Note is not convertible into a total cumulative number of shares of Common Stock in excess of the number of shares of Common Stock permitted by Nasdaq Listing Rule 5635 (the “Exchange Cap”).

Pursuant the SPA, Alpha Modus, Corp. is required to guarantee all of the Company’s obligations under the Note and related transaction documents pursuant to a guaranty agreement (the “Guaranty”), and the Note will also be secured by security agreements (the “Security Agreements”) by and between the Investor and both the Company and Alpha Modus, Corp., granting the Investor first priority security interests in all assets of the Company, as well as all assets of Alpha Modus, Corp., including all of Alpha Modus’ intellectual property (and including Alpha Modus’ patent portfolio) pursuant to a separate intellectual property security agreement (the “IP Security Agreement”).

Pursuant the SPA, Alpha Modus, Corp. was required to guarantee all of the Company’s obligations under the Note and related transaction documents pursuant to a guaranty agreement (the “Guaranty”), and the Note will also be secured by security agreements (the “Security Agreements”) by and between the Investor and both the Company and Alpha Modus, Corp., granting the Investor first priority security interests in all assets of the Company, as well as all assets of Alpha Modus, Corp., including all of Alpha Modus’ intellectual property (and including Alpha Modus’ patent portfolio) pursuant to a separate intellectual property security agreement (the “IP Security Agreement”).

On January 27, 2025, the Company and the Investor entered into an amendment to the Note providing that (i) the Company was not required to begin making monthly payments under the Note until May 16, 2025, (ii) the monthly payments will equal $485,000.00 plus all accrued but unpaid interest, multiplied by 120%, and (iii) the Company would pay to the Investor 50% of all proceeds received by the Company from any equity line of credit or similar arrangement within one trading day of receipt by the Company.

(the “Company”) entered into a securities purchase agreement (the “SPA”) with Streeterville Capital, LLC (the “Investor”), pursuant to which the Company would sell, and the Investor would purchase, a secured convertible promissory note in the original principal amount of $2,890,000 (the “Note”) for a net purchase price of $2,600,000 (after deducting an original issue discount of $260,000, and payment of $30,000 for the Investor’s legal, accounting, due diligence, asset monitoring, and other transaction expenses).

(the “Company”) entered into a securities purchase agreement (the “SPA”) with Streeterville Capital, LLC (the “Investor”), pursuant to which the Company would sell, and the Investor would purchase, a secured convertible promissory note in the original principal amount of $2,890,000 (the “Note” or the “Convertible Note”) for a net purchase price of $2,600,000 (after deducting an original issue discount of $260,000, and payment of $30,000 for the Investor’s legal, accounting, due diligence, asset monitoring, and other transaction expenses).

If such shareholder approval is not obtained within 120 days, the Company will continue to seek shareholder approval every three months thereafter until shareholder approval is obtained. Pursuant to the Subordination Agreement, each Capital Party is required to vote all of their shares of Company stock in favor of the Shareholder Approvals.

If such shareholder approval is not obtained within 120 days, the Company was required to continue to seek shareholder approval every three months thereafter until shareholder approval is obtained. Pursuant to the Subordination Agreement, each Capital Party was required to vote all of their shares of Company stock in favor of the Shareholder Approvals.

On November 12, 2024, Alpha Modus initiated a patent infringement lawsuit against Brookshire Grocery Co. alleging infringement of several Alpha Modus patents pertaining to its ‘571 patent portfolio, ‘825 patent portfolio, ‘672 patent portfolio, ‘890 patent portfolio and ‘880 patent portfolio, which encompass retail marketing and advertising data-driven technologies to enhance consumers’ in-store experience at the point of decision.

On November 12, 2024, Alpha Modus filed a patent infringement lawsuit against Brookshire Grocery Co. alleging infringement of several Alpha Modus patents pertaining to its ‘571 patent, ‘825 patent, ‘672 patent, ‘890 patent and ‘880 patent, which encompass retail marketing and advertising data-driven technologies to enhance consumers’ in-store experience at the point of decision.

On or about December 13, 2024, the Company issued the Note to the Investor, the Note was funded on or about December 16, 2024, and since that time, the closing bid price of the Company’s common stock has been less than the $4.00 floor price for more than ten consecutive trading days, which, under the terms of the Amended SPA, would have required the Company to begin making monthly payments under the Note, with those monthly payments commencing on March 16, 2025, and with those monthly payments being equal to 120% multiplied by the outstanding balance divided by the lesser of 6 or the number of months remaining until the Note’s maturity date.

On or about December 13, 2024, the Company issued the Note to the Investor, the Note was funded on or about December 16, 2024, and the closing bid price of the Company’s common stock was subsequently less than the $4.00 floor price for more than ten consecutive trading days, which, under the terms of the Amended SPA, would have required the Company to begin making monthly payments under the Note, with those monthly payments commencing on March 16, 2025, and with those monthly payments being equal to 120% multiplied by the outstanding balance divided by the lesser of 6 or the number of months remaining until the Note’s maturity date.

Pursuant to the terms of the Note, the Company will, within 120 days of the Purchase Price Date, seek shareholder approval of the Note and the issuance of shares of Common Stock, issuable upon conversion of the Note and pursuant to the Reinvestment Right, in excess of the Exchange Cap (the “Shareholder Approvals”).

Pursuant to the terms of the Note, the Company was required to, within 120 days of the Purchase Price Date, seek shareholder approval of the Note and the issuance of shares of Common Stock, issuable upon conversion of the Note and pursuant to the Reinvestment Right, in excess of the Exchange Cap (the “Shareholder Approvals”).

On January 16, 2024, Alpha Modus initiated a patent infringement action against The Kroger Company alleging patent infringement of several Alpha Modus patents pertaining to the Company’s ‘571 patent portfolio encompassing retail marketing and advertising data-driven technologies to enhance consumer’s in-store experience at the point of decision.

On January 16, 2024, Alpha Modus filed a patent infringement lawsuit against The Kroger Company alleging patent infringement of several Alpha Modus patents pertaining to the Company’s ‘571 patent portfolio encompassing retail marketing and advertising data-driven technologies to enhance consumer’s in-store experience at the point of decision.

Alessi (each a “Capital Party” and collectively the “Capital Parties”), are required to execute at closing a subordination and voting agreement (the “Subordination Agreement”) pursuant to which (i) all of the Borrowers’ indebtedness and obligations to each Capital Party will be subordinated to Investor, (ii) all security interests of any Capital Party will be subordinate to Investor’s security interests, (iii) the Borrowers will not make any payments to any Capital Party, (iv) none of the Capital Parties will accelerate any subordinated debt or equity, (v) and no Capital Party will convert or exchange their preferred stock of the Company into Common Stock, until such time as the Investor has been fully paid and all financing agreements between the Investor and the Borrowers are terminated. 5 The Note will mature 18 months following the date the purchase price is delivered to the Company (the “Purchase Price Date”), will accrue interest of 10% per annum, will be prepayable (after providing five trading days’ notice) at a 20% premium to the then-outstanding balance of the Note, and will be convertible into Class A common stock (“Common Stock”) of the Company as described below.

Alessi (each a “Capital Party” and collectively the “Capital Parties”), were required to execute at closing a subordination and voting agreement (the “Subordination Agreement”) pursuant to which (i) all of the Borrowers’ indebtedness and obligations to each Capital Party were subordinated to Investor, (ii) all security interests of any Capital Party were subordinate to Investor’s security interests, (iii) the Borrowers would not make any payments to any Capital Party, (iv) none of the Capital Parties would accelerate any subordinated debt or equity, (v) and no Capital Party would convert or exchange their preferred stock of the Company into Common Stock, until such time as the Investor had been fully paid and all financing agreements between the Investor and the Borrowers were terminated. 17 The Note matured 18 months following the date the purchase price is delivered to the Company (the “Purchase Price Date”), accrued interest of 10% per annum, was prepayable (after providing five trading days’ notice) at a 20% premium to the then-outstanding balance of the Note, and was convertible into Class A common stock (“Common Stock”) of the Company as described below.

Alpha Modus’ strategy was to build out the technology, resulting in a robust patent portfolio that would serve its stakeholders better, as early thought leaders in the retail digital marketing space. Alpha Modus intends to monetize its patent portfolio through licensing over the course of the next twelve months.

Within 30 days of the Purchase Price Date, the Company will be obligated to file a registration statement on Form S-1 with the SEC registering a number of shares of Common Stock issuable upon conversion of the Note.

Within 30 days of the Purchase Price Date, the Company was obligated to file a registration statement on Form S-1 with the SEC registering a number of shares of Common Stock issuable upon conversion of the Note, and such registration statement was filed as described below.

The Earnout Shares will be earned and issued in one-third (1/3) increments (of approximately 733,333 shares) if, for any twenty (20) trading days within any thirty (30)-consecutive trading day period beginning at least 180 days after the Closing and on or prior to the 5-year anniversary of the Closing, the VWAP of the Company’s common stock equals or exceeds $13.00 per share, $15.00 per share and $18.00 per share (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing), respectively, with all remaining Earnout Shares earned and issued upon certain changes of control of the Company at or prior to the 5-year anniversary of the Closing. 16 Additionally, at the Closing, the Company’s sponsor, Insight Acquisition Sponsor LLC (the “Sponsor”) was required to deposit 750,000 shares of Company common stock into escrow (the “Sponsor Earnout Shares”), and the Sponsor Earnout Shares will be released to the Sponsor according to the same milestones and timelines applicable to the Earnout Shares described above.

The ‘571 Patent Family and the uses thereof The ‘571 patent family is based on US Patent No. 10,360,571, which issued on July 23, 2019. The ‘571 patent claims priority to a provisional patent application filed on July 19, 2013. Our business is substantially dependent on the development, protection, and enforcement of our intellectual property portfolio.

WHERE YOU CAN GET ADDITIONAL INFORMATION We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549.

You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov .

You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov .

Immediately following the Business Combination, including the redemption of shares described above, there were 12,455,252 shares of the Company’s common stock (all Class A common stock) issued and outstanding, and 7,500,000 shares of the Company’s Series C Preferred Stock issued and outstanding. 6 As a result of becoming a publicly traded company, we will need to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices.

Business Combination Agreements The Company was originally incorporated in Delaware on April 20, 2021, as a special purpose acquisition company under the name “Insight Acquisition Corp.” (“INAQ”). On October 13, 2023, the Company and Alpha Modus, Corp. entered into the Business Combination Agreement, which was subsequently amended on June 21, 2024.

On October 13, 2023, the Company and Alpha Modus, Corp. entered into the Business Combination Agreement, which was subsequently amended on June 21, 2024.

Beginning well before the current expiration of our entire patent family, Alpha Modus intends to continue evolving with the industry and developing new concepts that support increasing revenue streams. Alpha Modus intends to expand the use of our patent family as a lever to develop a sales team to drive potential partnerships authorized under the ‘571 patent family.

The other patents in the family expire on July 18, 2034. Therefore, there is significant patent life remaining in the ‘571 patent family. Beginning well before the current expiration of our entire patent family, Alpha Modus intends to continue evolving with the industry and developing new concepts that support increasing revenue streams.

Corporate Information Alpha Modus’ principal executive offices are located at 20311 Chartwell Center Drive, #1469, Cornelius, North Carolina, 28031. Alpha Modus’ website address is www.AlphaModus.com . Information contained on or accessible through Alpha Modus’ website is not a part of this report, and the inclusion of Alpha Modus’ website address in this report is an inactive textual reference only.

Alpha Modus’ plans to expand licensing the ‘571 family of patents through a small internal sales team will require Alpha Modus to secure a suitable alternative space to accommodate its operations. Corporate Information Alpha Modus’ principal executive offices are located at 20311 Chartwell Center Drive, #1469, Cornelius, North Carolina, 28031. Alpha Modus’ website address is www.AlphaModus.com .

Actual results could differ materially from those anticipated in these forward-looking statements due to, among other considerations, the matters discussed under “Risk Factors” and “Note About Forward-Looking Statements.” Overview The Company was a blank check company as “Insight Acquisition Corp.” On December 13, 2024, the Company completed a business combination with Alpha Modus, Corp., a Florida corporation.

Actual results could differ materially from those anticipated in these forward-looking statements due to, among other considerations, the matters discussed under “Risk Factors” and “Note About Forward-Looking Statements.” Overview Alpha Modus Holdings, Inc., through its operating subsidiaries, is a technology and intellectual property company focused on the development, protection, licensing, and commercialization of data-driven systems designed to enhance consumer engagement and decision-making within physical retail environments.

The ‘571 patent received a patent term extension of 1,042 days and does not expire until May 25, 2037. The other patents in the family expire on July 18, 2034. Therefore, there is significant patent life remaining in the ‘571 patent family.

There can be no assurance that pending applications will result in issued patents, that issued patents will not be challenged, invalidated, or circumvented, or that our intellectual property rights will provide meaningful competitive protection. The ‘571 patent received a patent term extension of 1,042 days and does not expire until May 25, 2037.

Alpha Modus believes that the ‘571 patent family could soon become an acquisition target for larger competitors practicing the ‘571 patent family. Employees We presently have four employees. We utilize consultants as well, we have never experienced work stoppages, and we are not a party to any collective bargaining agreement.

Employees We presently have 9 employees. We utilize consultants as well, we have never experienced work stoppages, and we are not a party to any collective bargaining agreement. Corporate Information Alpha Modus’ principal executive offices are located at 20311 Chartwell Center Drive, #1469, Cornelius, North Carolina, 28031. Alpha Modus’ website address is www.AlphaModus.com .

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At closing of the business combination, the Company’s name was changed to “Alpha Modus Holdings, Inc.,” and the Company’s operations are now those of Alpha Modus. Alpha Modus offers technology as a service.

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The Company was founded in 2014 and is headquartered in Cornelius, North Carolina. Alpha Modus’ core strategy centers on the creation, licensing and enforcement of a proprietary patent portfolio covering systems and methods for real-time monitoring, analysis, and response to consumer behavior at or near the point of purchase.

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Its core technologies have been deployed on IBM’s Bluemix platform and earned a Beacon Award by IBM 2016 for Best New Application on IBM Cloud from an Entrepreneur. Alpha Modus has been recognized by IBM Watson as a thought leader in technology.

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The Company’s technology is designed to convert previously unstructured consumer interaction data into actionable insights using advanced analytics and artificial intelligence. These insights may be used to support personalized marketing, dynamic digital engagement, smart planograms, inventory management, and enhanced in-store customer assistance.

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As technological innovation is at the core of the company, Alpha Modus has developed comprehensive end-to-end patented solutions for retailers and consumer brands to bring innovation to consumers and enhance their experience at the point of sale.

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Evolution of the Business Model In its early years, Alpha Modus engaged in technology development and limited commercial deployments, including work in financial markets and real estate analytics. During this period, the Company developed algorithmic and analytics-based systems leveraging cloud infrastructure and cognitive computing tools and received industry recognition for innovation in cloud-based analytics.

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Additionally, at the Closing, the Company’s sponsor, Insight Acquisition Sponsor LLC (the “Sponsor”) was required to deposit 750,000 shares of Company common stock into escrow (the “Sponsor Earnout Shares”), and the Sponsor Earnout Shares will be released to the Sponsor according to the same milestones and timelines applicable to the Earnout Shares described above.

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In 2018, Alpha Modus acquired certain assets, including intellectual property and pending patent applications, from a retail technology company. That acquisition expanded the Company’s focus into retail consumer analytics and real-time engagement technologies. The initial issued patent from this portfolio, U.S. Patent No. 10,360,571 (the “‘571 Patent”), was granted in 2019.

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If the registration statement is not declared effective by the SEC within 120 days of the Purchase Price Date, the outstanding balance under the Note will automatically increase by one percent and will continue increasing by one percent every 30 days thereafter until the registration statement is declared effective or the Investor is able to sell shares of Common Stock issuable upon conversion of the Note pursuant to Rule 144 under the Securities Act of 1933, as amended.

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Following this issuance and subsequent patent continuations and related filings, the Company determined that long-term value creation would be better supported by strengthening and expanding its intellectual property position prior to pursuing broad-scale commercialization.

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If by the date that 50% of the shares registered under the registration statement have been issued to Investor (such date, the “Trigger Date”) the Note has not yet been repaid in full, the Company will be obligated to file an additional registration statement registering additional shares of Common Stock issuable upon conversion of the Note within 30 days of the Trigger Date.

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As a result, Alpha Modus strategically shifted from near-term software and hardware-centric deployment efforts to a patent-first strategy designed to fortify its intellectual property portfolio, pursue additional patent issuances, and position the Company for structured IP-protected licensing.

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If that additional registration statement is not declared effective by the SEC within 120 days of the Trigger Date, the outstanding balance under the Note will automatically increase by one percent and will continue increasing by one percent every 30 days thereafter until the additional registration statement is declared effective.

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Since that time, the Company has expanded its patent portfolio to include additional issued patents and pending applications covering systems and methods for: ● Real-time monitoring and analysis of consumer demographic, sentiment, and behavioral data; ● Object identification and product interaction analytics; ● Personalized marketing and advertising tied to in-store location tracking; ● Dynamic digital displays and interactive engagement systems; ● Smart planograms and inventory optimization; and ● Real-time communications, including digital coupons and targeted promotions.

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Alpha Modus Operations Alpha Modus engages in creating, developing and licensing data-driven technologies to enhance consumers’ in-store digital experience at the point of decision. The company was founded in 2014 and is headquartered in Cornelius, North Carolina.

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Intellectual Property Licensing and Enforcement One of Alpha Modus’ primary revenue strategies is the licensing of its patented technologies to retailers, consumer brands, advertising technology providers, digital media platforms, and other commercial enterprises whose products or services practice or benefit from the claimed inventions.

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Since its launch, Alpha Modus has defined and kept to its corporate mission by solving pain-points using actionable insights found in previously unstructured data and through the use of artificial intelligence which turns previously unstructured data, into valuable actionable insights. Alpha Modus began serving several clients in the financial markets and real estate industry.

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The Company has entered into intellectual property licensing agreements outside of litigation and continues to pursue negotiated, market-based licensing outcomes. In addition, where appropriate, Alpha Modus actively enforces its intellectual property rights through litigation in federal courts.

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It was through these efforts that Alpha Modus gained acceptance for its thought-leading technology in data analytics as an IBM partner by leveraging the use of IBM Blue Mix cloud services platform powered by Watson.

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These enforcement actions are intended to protect shareholder value, deter unauthorized use, and establish structured licensing frameworks across the industries in which the Company’s patented technologies are practiced.

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In 2016, following rigorous engagement and working alongside partner IBM, Alpha Modus was presented with a Beacon Award for “Best New Application on IBM Cloud” and anointed with the title “IBM’s born on the cloud, start-up of the century.” This award came as a result of Alpha Modus developing an algorithmic trading concept to better predict New York Stock Exchange market activity into the close of trading.

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While the Company seeks to resolve disputes through negotiated licensing arrangements where feasible, litigation remains an integral component of its overall commercialization strategy. 6 Technology Capabilities and Applications The Company’s patented systems generally involve the use of one or more information monitoring devices—such as video image devices or other sensor technologies—operably connected to servers and databases capable of analyzing gathered information in real time.

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In 2017, Alpha Modus was introduced to Michael Garel, Founder and CEO of eyeQ. eyeQ was also an IBM partner and a recipient of an IBM Beacon award in 2015. eyeQ was an Austin, Texas-based startup with a focus on serving the retail sector with hardware devices which accompanied a SaaS revenue model.

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The analyzed information may include demographic characteristics, sentiment data, product interaction data, and tracking information. Based on such analysis, the systems may provide targeted responses, including digital content engagement, marketing communications, product location guidance, coupons, or other personalized interactions.

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With the original intent of Alpha Modus leveraging eyeQ’s technology, which gathered consumer and brand metadata, for the purpose of predicting retail sales data, Alpha Modus acquired eyeQ’s assets and pending patent applications in 2018. After the acquisition, Alpha Modus took over management of the eyeQ patent portfolio, including the pending patent applications.

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Applications of the Company’s patented technologies may include: ● Targeted in-store marketing campaigns; ● Digital engagement at the point of sale; ● Consumer behavior analytics and heatmapping; ● Inventory management and smart planogram optimization; ● Store-level staffing analytics; and ● Integration of physical retail data with broader advertising and digital media ecosystems.

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This led to the ‘571 patent issuance in August of 2019. During this time, Alpha Modus attempted to license the ‘571 patent to previous eyeQ customers and prospective customers in the eyeQ sales pipeline. However, the technology covered under the ‘571 patent was not yet embraced by most retailers.

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The Company believes that its intellectual property addresses structural challenges facing brick-and-mortar retailers, including the need to compete with digital commerce platforms by delivering measurable, personalized, and performance-driven engagement within physical retail environments.

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Additionally, other previous customers and prospective customers in the eyeQ sales pipeline were beginning to launch their own internal initiatives for data-driven point-of-sale technologies.

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Commercialization and Ecosystem Strategy In addition to licensing its patent portfolio, Alpha Modus is pursuing commercialization initiatives designed to deploy its technologies through strategic partnerships, platform integrations, and fintech-enabled retail infrastructure initiatives. These initiatives include the development and planned rollout of consumer-facing applications and in-store kiosk technologies intended to operate within established compliance and payments frameworks.

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Faced with difficulty in licensing the single ‘571 patent while trying to re-engaging eyeQ’s previous clientele, Alpha Modus chose to pause immediate sales and licensing efforts and focus solely on continued innovation of the technology covered by the ‘571 patent, which evolved into additional patents and services that are in a better position to compete for licensing and services revenue in the foreseeable future.

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The Company’s commercialization efforts are designed to complement its intellectual property licensing strategy and to demonstrate real-world implementations of its patented systems. The Company’s long-term objective is to establish its patent portfolio as foundational infrastructure for real-time, data-driven consumer engagement within physical commerce environments, while monetizing such position through structured licensing and strategic partnerships.

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We own a portfolio of issued United States patents and pending patent applications relating to systems and methods for real-time monitoring, analysis, and response to consumer behavior within physical retail and related digital commerce environments. As of the date of this filing, our issued U.S. patent portfolio consists of eleven granted patents: ● U.S.

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Patent No. 10,360,571 - Method for Monitoring and Analyzing Behavior and Uses Thereof ● U.S. Patent No. 10,853,825 - Method for Monitoring and Analyzing Behavior and Uses Thereof 7 ● U.S. Patent No. 10,977,672 - Method and System for Real-Time Inventory Management, Marketing, and Advertising in a Retail Store ● U.S.

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The primary focus of Alpha Modus’ technology is to analyze consumer behavior and their interactions with retail products in real-time with the objective to provide brands and retailers the ability to achieve the following: Enhance the Consumer’s In-Store Experience ● Engage consumers with interactive output displays throughout brick-and-mortar retail stores to capture critical decision-making at the point of sale. ● Cater to specific and immediate needs of the consumer. ● Capture MAC address tracking data, user eye tracking, object identification of goods throughout the store.

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Patent No. 11,042,890 - Method and System for Customer Assistance in a Retail Store ● U.S. Patent No.11,049,120 - Method and System for Generating a Layout for Placement of Products in a Retail Store ● U.S. Patent No. 11,301,880 - Method and System for Inventory Management in a Retail Store ● U.S.

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Patent No. 12,026,731 - Method for Personalized Marketing and Advertising of Retail Products ● U.S. Patent No. 12,039,550 - Method for Enhancing Customer Shopping Experience in a Retail Store ● U.S. Patent No. 12,175,484 - Method for Personalized Marketing and Advertising ● U.S. Patent No. 12,354,121 - Methods and Systems for Shopping in a Retail Store ● U.S.

Removed

Monetize Digital Insights ● Curate tailored in-store marketing solutions. ● Drive sales via engaging customers with digital experiences at the point of sale. 7 Acquisition of eyeQ The company eyeQ was founded in 2013 and was an operating entity until December 2018, when it was acquired by Alpha Modus.

Added

Patent No. 12,425,718 - Methods and Systems for Providing Assistance in a Retail Store These patents generally relate to, among other things: ● Monitoring and analyzing consumer demographic, sentiment, and behavioral characteristics in real time; ● Product interaction and object identification analytics within retail environments; ● Location-based tracking of consumers within retail stores; ● Personalized marketing, advertising, and coupon delivery tied to in-store activity; ● Customer assistance systems within physical retail locations; ● Store layout generation and product placement optimization; and ● Real-time communications and purchase options, including digital engagement through interactive devices.

Removed

At the time of acquisition, US Patent No. 10,360,571 (“the ‘571 patent”) was still a pending application. Post-acquisition, the inventors of the inventions claimed in the ‘571 patent family were engaged by Alpha Modus as advisors.

Added

The patents in our portfolio share priority to earlier filed applications and include continuation filings designed to expand and strengthen claim coverage over time. In addition to our issued patents, we maintain pending U.S. patent applications intended to further broaden and reinforce our intellectual property position.

Removed

Currently, Michael Garel, the eyeQ founder and a co-inventor of the inventions, is the only one of the inventors of the inventions claimed in the ‘571 patent family that continues to be an Alpha Modus advisor. Chris Chumas, Alpha Modus’ Chief Strategy Officer and a former IBM client executive, currently manages the Alpha Modus research and patent development efforts.

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We seek to protect our intellectual property through a combination of patent prosecution, licensing arrangements, contractual protections, and, where appropriate, enforcement actions. We have entered into intellectual property licensing agreements and may pursue additional licensing opportunities through negotiated arrangements or litigation.

Removed

Since acquiring eyeQ and the ‘571 application, Alpha Modus was awarded the first patent in the ‘571 patent family in July 2019. Since August of 2019, several continuation patents have been issued in the ‘571 patent family.

Added

The duration of our issued patents extends for statutory terms generally measured from their respective earliest effective filing dates, subject to any patent term adjustments or extensions.

Removed

The ‘571 patent family currently consists of the following issued patents/patent applications: Country Application Number Filing Date Publication Number Publication Date Patent Number Issue Date Status Title US 14/335429 18-Jul-2014 2015-0025936 22-Jan-2015 10360571 23-Jul-2019 Granted METHOD FOR MONITORING AND ANALYZING BEHAVIOR AND USES THEREOF US 16/509343 11-Jul-2019 2019-0333081 31-Oct-2019 10853825 01-Dec-2020 Granted METHOD FOR MONITORING AND ANALYZING BEHAVIOR AND USES THEREOF US 16/837577 01-Apr-2020 2020-0226621 16-Jul-2020 11049120 29-Jun-2021 Granted METHOD AND SYSTEM FOR GENERATING A LAYOUT FOR PLACEMENT OF PRODUCTS IN A RETAIL STORE US 16/837645 01-Apr-2020 2020-0226622 16-Jul-2020 11301880 12-Apr-2022 Granted METHOD AND SYSTEM FOR INVENTORY MANAGEMENT IN A RETAIL STORE US 16/837711 01-Apr-2020 2020-0226623 16-Jul-2020 11042890 22-Jun-2021 Granted METHOD AND SYSTEM FOR CUSTOMER ASSISTANCE IN A RETAIL STORE US 16/985001 04-Aug-2020 2020-0364730 19-Nov-2020 10977672 13-Apr-2021 Granted (TRACK 1) METHOD AND SYSTEM FOR REAL-TIME INVENTORY MANAGEMENT, MARKETING, AND ADVERTISING IN A RETAIL STORE US 17/590605 01-Feb-2022 2022-0156764 19-May-2022 12039550 16-Jul-2024 Granted METHOD FOR ENHANCING CUSTOMER SHOPPING EXPERIENCE IN A RETAIL STORE US 18/100377 23-Jan-2023 2023-0162211 25-May-2023 12026731 2-Jul-2024 Granted METHOD FOR PERSONALIZED MARKETING AND ADVERTISING OF RETAIL PRODUCTS US 18/519550 27-Nov-2023 2024-0095760 21-Mar-2024 12175484 24-Dec-2024 Granted METHODS FOR PERSONALIZED MARKETING AND ADVERTISING The patents cover various inventions related to user interactions in physical locations, and based on such interactions, the displaying as ads of items or information that would potentially be relevant to the user.

Added

Alpha Modus intends to expand the use of our patent family as a lever to develop a sales team to drive potential partnerships authorized under the ‘571 patent family. During 2025, the Company filed additional United States patent applications as reflected in its current patent portfolio schedule, including: (i) U.S.

Removed

For example, cameras monitor customers and can understand their purchasing interests and provide offers or recommendations to a customer of similar products including coupons, sales, etc. The ‘571 patent relates to a method for monitoring and analyzing consumer behavior in real-time, particularly within retail environments.

Added

Patent Application No. 19/203,027, titled “Methods for Personalized Marketing of Retail Products”; (ii) U.S. Patent Application No. 19/233,507, titled “Methods for Personalized Marketing of Retail Products”; and (iii) U.S.

Removed

It utilizes various information monitoring devices to collect data about consumers, enhancing their shopping experience through targeted and personalized digital interactions. 8 The inventors of the ‘571 patent identified a critical need in the retail industry, especially brick-and-mortar stores, to adapt to the evolving shopping habits influenced by online retail and social media.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

57 edited+16 added−30 removed202 unchanged

2024 filing

2025 filing

Biggest changeAs a result, future customers and partners could then devalue Alpha Modus’ technologies, and Alpha Modus’ ability to compete effectively may be impaired, which could have a material adverse effect on its business, financial condition and results of operations. 12 Alpha Modus will likely become subject to intellectual property disputes, which are typically costly and may subject us to significant liability and increased costs of business.

Biggest changeIf Alpha Modus fails to protect or enforce its intellectual property rights, its competitors may use its technologies without authorization. As a result, future customers and partners could then devalue Alpha Modus’ technologies, and Alpha Modus’ ability to compete effectively may be impaired, which could have a material adverse effect on its business, financial condition and results of operations.

These provisions include: ● no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; ● the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director with or without cause by stockholders, which prevents stockholders from being able to fill vacancies on our board of directors; ● the ability of our board of directors to determine whether to issue shares of our preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; ● a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; ● the requirement that a special meeting of stockholders may be called only by the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; ● limiting the liability of, and providing indemnification to, our directors and officers; ● controlling the procedures for the conduct and scheduling of stockholder meetings; ● providing for a staggered board, in which the members of the board of directors are divided into three classes to serve for a period of three years from the date of their respective appointment or election; ● granting the ability to remove directors with cause by the affirmative vote of 66 2∕3% in voting power of the outstanding shares of Alpha Modus common stock entitled to vote thereon; ● requiring the affirmative vote of at least 66 2∕3% of the voting power of the outstanding shares of capital stock of Alpha Modus entitled to vote generally in the election of directors, voting together as a single class, to amend the Proposed Bylaws or certain sections of the Amended and Restated Charter; and ● advance notice procedures that stockholders must comply with in order to nominate candidates to Alpha Modus Board or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of Alpha Modus.

These provisions include: ● no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; ● the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director with or without cause by stockholders, which prevents stockholders from being able to fill vacancies on our board of directors; ● the ability of our board of directors to determine whether to issue shares of our preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; ● a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; ● the requirement that a special meeting of stockholders may be called only by the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; ● limiting the liability of, and providing indemnification to, our directors and officers; ● controlling the procedures for the conduct and scheduling of stockholder meetings; 35 ● providing for a staggered board, in which the members of the board of directors are divided into three classes to serve for a period of three years from the date of their respective appointment or election; ● granting the ability to remove directors with cause by the affirmative vote of 66 2∕3% in voting power of the outstanding shares of Alpha Modus common stock entitled to vote thereon; ● requiring the affirmative vote of at least 66 2∕3% of the voting power of the outstanding shares of capital stock of Alpha Modus entitled to vote generally in the election of directors, voting together as a single class, to amend the Proposed Bylaws or certain sections of the Amended and Restated Charter; and ● advance notice procedures that stockholders must comply with in order to nominate candidates to Alpha Modus Board or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of Alpha Modus.

The market price of Alpha Modus common stock may decline for a number of other reasons including if: ● investors react negatively to the prospects of Alpha Modus’ business operations, results, and prospects; ● actual or anticipated fluctuations in Alpha Modus’ quarterly financial results or the quarterly financial results of companies perceived to be similar to it; ● changes in the market’s expectations about Alpha Modus’ operating results; ● success of competitors; ● changes in financial estimates and recommendations by securities analysts concerning Alpha Modus or the AI industry in general; ● operating and share price performance of other companies that investors deem comparable to Alpha Modus; ● Alpha Modus’ ability to market new and enhanced products and technologies on a timely basis; ● changes in laws and regulations affecting Alpha Modus’ business; ● Alpha Modus’ ability to meet compliance requirements; ● commencement of, or involvement in, litigation involving Alpha Modus; ● changes in Alpha Modus’ capital structure, such as future issuances of securities or the incurrence of additional debt; ● the volume of Alpha Modus’ shares of common stock available for public sale; or ● any major change in Alpha Modus’ Board or management.

The market price of Alpha Modus common stock may decline for a number of other reasons including if: ● investors react negatively to the prospects of Alpha Modus’ business operations, results, and prospects; ● actual or anticipated fluctuations in Alpha Modus’ quarterly financial results or the quarterly financial results of companies perceived to be similar to it; ● changes in the market’s expectations about Alpha Modus’ operating results; ● success of competitors; ● changes in financial estimates and recommendations by securities analysts concerning Alpha Modus or the AI industry in general; ● operating and share price performance of other companies that investors deem comparable to Alpha Modus; ● Alpha Modus’ ability to market new and enhanced products and technologies on a timely basis; ● changes in laws and regulations affecting Alpha Modus’ business; ● Alpha Modus’ ability to meet compliance requirements; 38 ● commencement of, or involvement in, litigation involving Alpha Modus; ● changes in Alpha Modus’ capital structure, such as future issuances of securities or the incurrence of additional debt; ● the volume of Alpha Modus’ shares of common stock available for public sale; or ● any major change in Alpha Modus’ Board or management.

If Nasdaq delists Alpha Modus’ shares from trading on its exchange for failure to meet Nasdaq’s listing standards, Alpha Modus and its stockholders could face significant material adverse consequences including, but not limited to: ● a limited availability of market quotations for Alpha Modus’ securities; 20 ● reduced liquidity for Alpha Modus’ securities; ● a determination that Alpha Modus common stock is a “penny stock” which will require brokers trading in Alpha Modus common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Alpha Modus common stock; ● a limited amount of analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future.

If Nasdaq delists Alpha Modus’ shares from trading on its exchange for failure to meet Nasdaq’s listing standards, Alpha Modus and its stockholders could face significant material adverse consequences including, but not limited to: ● a limited availability of market quotations for Alpha Modus’ securities; ● reduced liquidity for Alpha Modus’ securities; ● a determination that Alpha Modus common stock is a “penny stock” which will require brokers trading in Alpha Modus common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Alpha Modus common stock; ● a limited amount of analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future.

If new technologies emerge that are able to deliver competitive products, solutions and services at lower prices, more efficiently, more conveniently or more securely, such technologies could adversely impact Alpha Modus’ ability to compete effectively. Issues arising in connection with the use of AI in the market generally may result in reputational harm or liability to Alpha Modus.

If new technologies emerge that are able to deliver competitive products, solutions and services at lower prices, more efficiently, more conveniently or more securely, such technologies could adversely impact Alpha Modus’ ability to compete effectively. 23 Issues arising in connection with the use of AI in the market generally may result in reputational harm or liability to Alpha Modus.

Thus, the Leahy-Smith Act and its implementation increase the uncertainties and costs surrounding the prosecution of Alpha Modus or its future licensees’ patent applications and the enforcement or defense of Alpha Modus’ issued patents, all of which could have a material adverse effect on our business, financial condition, results of operations and prospects. Additionally, the U.S.

The impact of these requirements could also make it more difficult for Alpha Modus to attract and retain qualified persons to serve on its board of directors, its board committees or as executive officers. Alpha Modus’ management team has limited experience managing a Nasdaq-listed public company.

The impact of these requirements could also make it more difficult for Alpha Modus to attract and retain qualified persons to serve on its board of directors, its board committees or as executive officers. 30 Alpha Modus’ management team has limited experience managing a Nasdaq-listed public company.

As a result, future capital-raising efforts may reduce the market price of the Company’s common stock and be dilutive to existing stockholders. There can be no assurance that the Company’s common stock will continue to be so listed, or that we will be able to comply with the continued listing standards of Nasdaq.

As a result, future capital-raising efforts may reduce the market price of the Company’s common stock and be dilutive to existing stockholders. 37 There can be no assurance that the Company’s common stock will continue to be so listed, or that we will be able to comply with the continued listing standards of Nasdaq.

Alpha Modus is incurring significant legal, accounting and other expenses that it did not incur as a private company, and these expenses may increase even more after Alpha Modus is no longer an emerging growth company, as defined in Section 2(a) of the Securities Act.

Alpha Modus is incurring significant legal, accounting and other expenses that it did not incur as a private company, and these expenses may increase more after Alpha Modus is no longer an emerging growth company, as defined in Section 2(a) of the Securities Act.

Additionally, shares of Series C Preferred Stock will rank senior to the Company’s common stock with respect to rights upon liquidation, winding up or dissolution. The Series C Preferred Stock has a liquidation preference of $10.00 per share or an aggregate liquidation preference of $75,000,000 over holders of common stock.

Shares of Series C Preferred Stock will rank senior to the Company’s common stock with respect to rights upon liquidation, winding up or dissolution. The Series C Preferred Stock has a liquidation preference of $10.00 per share or an aggregate liquidation preference of $75,000,000 over holders of common stock.

Although the Company’s audited financial statements for the years ended December 31, 2024 and 2023, were prepared under the assumption that it would continue our operations as a going concern, the reports of its independent registered public accounting firm that accompanies its financial statements for the years ended December 31, 2024 and 2023, contain a going concern qualification in which such firm expressed substantial doubt about the Company’s ability to continue as a going concern, based on its financial statements and results at that time, including its lack of current revenues, recurring losses from operations and net capital deficiency.

Although the Company’s audited financial statements for the years ended December 31, 2025 and 2024, were prepared under the assumption that it would continue our operations as a going concern, the reports of its independent registered public accounting firm that accompanies its financial statements for the years ended December 31, 2025 and 2024, contain a going concern qualification in which such firm expressed substantial doubt about the Company’s ability to continue as a going concern, based on its financial statements and results at that time, including its lack of current revenues, recurring losses from operations and net capital deficiency.

If a court were to find such provision to be inapplicable or unenforceable in an action, Alpha Modus may incur additional costs associated with resolving such action in other jurisdictions, which could harm their business, operating results and financial condition. 18 The Amended and Restated Charter provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law.

If a court were to find such provision to be inapplicable or unenforceable in an action, Alpha Modus may incur additional costs associated with resolving such action in other jurisdictions, which could harm their business, operating results and financial condition. 34 The Amended and Restated Charter provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law.

These appeals may also result in the invalidation of Alpha Modus’ patents, which may have an adverse impact on Alpha Modus’ operations and financial performance. 14 The enforcement of Alpha Modus’ intellectual property rights depends in part upon its ability to retain the best legal counsel in order to achieve favorable outcomes from litigation, and Alpha Modus’ desired legal counsel may become conflicted out of such representation.

These appeals may also result in the invalidation of Alpha Modus’ patents, which may have an adverse impact on Alpha Modus’ operations and financial performance. 27 The enforcement of Alpha Modus’ intellectual property rights depends in part upon its ability to retain the best legal counsel in order to achieve favorable outcomes from litigation, and Alpha Modus’ desired legal counsel may become conflicted out of such representation.

This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. 11 Risks Related to Alpha Modus’ Business and Industry The Company had operating losses and negative cash flows from operating activities in the past, and it may not achieve or sustain profitability.

This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. 22 Risks Related to Alpha Modus’ Business and Industry The Company had operating losses and negative cash flows from operating activities in the past, and it may not achieve or sustain profitability.

The Company expects to continue to incur significant expenses in 2025. The Company’s prior losses and potential expected future losses have had, and will continue to have, an adverse effect on its financial condition.

The Company expects to continue to incur significant expenses in 2026. The Company’s prior losses and potential expected future losses have had, and will continue to have, an adverse effect on its financial condition.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on any publicly traded domestic corporation that repurchases its stock after December 31, 2022 (the “ Excise Tax ”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IRA”), which, among other things, imposes a 1% excise tax on any publicly traded domestic corporation that repurchases its stock after December 31, 2022 (the “Excise Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions.

We have taken a number of measures to remediate the material weaknesses described therein; however, if we are unable to remediate our material weaknesses in a timely manner or we identify additional material weaknesses, we may be unable to provide required financial information in a timely and reliable manner and we may incorrectly report financial information.

We have taken some measures to remediate the material weaknesses described therein; however, if we are unable to remediate our material weaknesses in a timely manner or we identify additional material weaknesses, we may be unable to provide required financial information in a timely and reliable manner and we may incorrectly report financial information.

Alpha Modus’ CEO, William Alessi, is deemed to beneficially own or control in excess of 34.5% of Alpha Modus’ common stock and 100% of Alpha Modus’ preferred stock. As a result, Alpha Modus is deemed to be a “controlled company” as defined under the listing rules of Nasdaq.

Alpha Modus’ CEO, William Alessi, is deemed to beneficially own or control in excess of ___ % of Alpha Modus’ common stock and 90% of Alpha Modus’ preferred stock. As a result, Alpha Modus is deemed to be a “controlled company” as defined under the listing rules of Nasdaq.

As of March 31, 2025, the sales price of the Class A common stock did not exceed the threshold that would allow Alpha Modus to redeem the Public Warrants. 17 We may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in connection with redemptions of our Common Stock after December 31, 2022.

As of March 31, 2025, the sales price of the Class A common stock did not exceed the threshold that would allow Alpha Modus to redeem the Public Warrants. 32 We previously believed that we may have been subject to the Excise Tax included in the Inflation Reduction Act of 2022 in connection with redemptions of our Common Stock after December 31, 2022.

Filing, prosecuting, and defending patents in all countries throughout the world would be prohibitively expensive, and intellectual property rights in some countries outside the United States could be less extensive than those in the United States. Alpha Modus may not choose, or be able, to obtain patent protection outside the United States.

Alpha Modus may not be able to protect its intellectual property rights throughout the world. Filing, prosecuting, and defending patents in all countries throughout the world would be prohibitively expensive, and intellectual property rights in some countries outside the United States could be less extensive than those in the United States.

In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States, even in jurisdictions where Alpha Modus does pursue patent protection.

Alpha Modus may not choose, or be able, to obtain patent protection outside the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States, even in jurisdictions where Alpha Modus does pursue patent protection.

Alpha Modus qualifies as an “emerging growth company” as well as a smaller reporting company within the meaning of the Securities Act, and if Alpha Modus takes advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make Alpha Modus’ securities less attractive to investors and may make it more difficult to compare Alpha Modus’ performance with other public companies.

You may be unable to sell your securities unless a market can be established or sustained. 39 Alpha Modus qualifies as an “emerging growth company” as well as a smaller reporting company within the meaning of the Securities Act, and if Alpha Modus takes advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make Alpha Modus’ securities less attractive to investors and may make it more difficult to compare Alpha Modus’ performance with other public companies.

We expect that we will retain most, if not all, of our available funds and any future earnings to fund our operations and the development and growth of our business. As a result, we do not expect that we will pay any cash dividends on our common stock in the foreseeable future.

We do not expect that we will pay dividends in the foreseeable future. We expect that we will retain most, if not all, of our available funds and any future earnings to fund our operations and the development and growth of our business.

Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful; ● Alpha Modus may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law; ● Alpha Modus will be required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification; ● Alpha Modus will not be obligated pursuant to its Proposed Bylaws to indemnify a person with respect to proceedings initiated by that person against Alpha Modus or its other indemnitees, except with respect to proceedings authorized by its board of directors or brought to enforce a right to indemnification; and ● the rights conferred in the Proposed Bylaws are not exclusive, and Alpha Modus is authorized to enter into indemnification agreements with its directors, officers, employees and agents and to obtain insurance to indemnify such persons.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

In addition, we will incur additional costs to remediate material weaknesses in our internal control over financial reporting. 40 Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

If it elected to rely on those “controlled company” exemptions, a majority of the members of Alpha Modus’ board of directors might not be independent directors, its nominating and corporate governance and compensation committees might not consist entirely of independent directors, and you would not have the same protection afforded to shareholders of companies that are subject to all of Nasdaq’s corporate governance rules.

Any provision of Amended and Restated Charter, the Proposed Bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of Alpha Modus common stock and could also affect the price that some investors are willing to pay for Alpha Modus common stock. 19 Claims for indemnification by Alpha Modus’ directors and officers may reduce Alpha Modus’ available funds to satisfy successful third-party claims against Alpha Modus and may reduce the amount of money available to Alpha Modus.

The amount of shares of Alpha Modus common stock issued in connection with an investment or acquisition could constitute a material portion of the then-outstanding shares of Alpha Modus common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to Alpha Modus stockholders.

In the future, Alpha Modus may also issue its securities in connection with investments or acquisitions. The amount of shares of Alpha Modus common stock issued in connection with an investment or acquisition could constitute a material portion of the then-outstanding shares of Alpha Modus common stock.

Alpha Modus’ failure to meet the continued listing requirements of Nasdaq could result in a delisting of its Securities. On January 6, 2025, Alpha Modus received a written notice from the Listing Qualifications Department of Nasdaq indicating that the Company no longer met the minimum market value of publicly held shares (“MVPHS”) of $15,000,000 required by Nasdaq’s listing rules.

On January 6, 2025, Alpha Modus received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company no longer met the minimum market value of publicly held shares (“MVPHS”) of $15,000,000 required by Nasdaq’s listing rules to be listed on the Nasdaq Global Market.

Many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, many countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent.

In addition, many countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent.

The Company had an operating loss of $834,895 and net cash used in operating activities of $1,676,499 in 2024. The Company cannot assure you that it will be able to generate net profit or positive cash flows from operating activities in the future.

The Company had an operating loss of $5,244,188 and net cash used in operating activities of $3,210,182 in 2025. The Company cannot assure you that it will be able to generate net profit or positive cash flows from operating activities in the future.

This may make comparison of Alpha Modus’ financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 22 Additionally, Alpha Modus will qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements. The future exercise of registration rights may adversely affect the market price of our common stock.

This preference, and conversion rights associated with the Series C Preferred Stock, may adversely affect us and reduce returns for holders, or the market price, of the Company’s common stock. Additionally, in the future, we may incur debt or issue other equity ranking senior to the Company’s common stock, like the Series C Preferred Stock.

This preference, and conversion rights associated with the Series C Preferred Stock, may adversely affect us and reduce returns for holders, or the market price, of the Company’s common stock.

On February 5, 2025, Alpha Modus received a written notice from the Listing Qualifications Department of Nasdaq indicating that the Company no longer met the minimum market value of listed securities (“MVLS”) of $50,000,000 required by Nasdaq’s listing rules. Under the rules, the Company has 180 calendar days, or until August 4, 2025, to regain compliance.

On February 5, 2025, Alpha Modus received another written notice from Nasdaq indicating that the Company no longer met the minimum market value of listed securities (“MVLS”) of $50,000,000 required by Nasdaq’s listing rules to be listed on the Nasdaq Global Market.

The intellectual property laws in the United States, which cover the validity, enforceability and scope of protection of intellectual property rights, are evolving, and litigation is a popular means to resolve commercial disputes. Any intellectual property lawsuits against Alpha Modus, whether successful or not, may harm our brand and reputation.

These sales, or the possibility that these sales may occur, also might make it more difficult for Alpha Modus to sell equity securities in the future at a time and at a price that it deems appropriate. 21 All shares currently held by public stockholders and all of the shares issued in the Business Combination to existing Alpha Modus stockholders are freely tradable without registration under the Securities Act, and without restriction by persons other than Alpha Modus’ “affiliates” (as defined under Rule 144 of the Securities Act, “Rule 144”), including Alpha Modus’ directors, executive officers and other affiliates.

All shares currently held by public stockholders and all of the shares issued in the Business Combination to existing Alpha Modus stockholders are freely tradable without registration under the Securities Act, and without restriction by persons other than Alpha Modus’ “affiliates” (as defined under Rule 144 of the Securities Act, “Rule 144”), including Alpha Modus’ directors, executive officers and other affiliates.

Alpha Modus’ success is heavily dependent on intellectual property, particularly patents. Obtaining and enforcing patents is costly, time consuming and inherently uncertain. Patent reform legislation in the United States and other countries, including the Leahy-Smith America Invents Act (the “Leahy-Smith Act”), contributes to those uncertainties and costs. The Leahy-Smith Act includes a number of significant changes to U.S. patent law.

Patent reform legislation in the United States and other countries, including the Leahy-Smith America Invents Act (the “Leahy-Smith Act”), contributes to those uncertainties and costs. The Leahy-Smith Act includes a number of significant changes to U.S. patent law.

Alpha Modus competes in markets where there are a large number of patents, copyrights, trademarks, trade secrets, and other intellectual and proprietary rights, as well as disputes regarding infringement of these rights.

Alpha Modus will likely become subject to intellectual property disputes, which are typically costly and may subject us to significant liability and increased costs of business. Alpha Modus competes in markets where there are a large number of patents, copyrights, trademarks, trade secrets, and other intellectual and proprietary rights, as well as disputes regarding infringement of these rights.

These provisions and resultant costs may also discourage the Company from bringing a lawsuit against its directors and executive officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by its stockholders against its directors and officers even though such actions, if successful, might otherwise benefit the Company and its stockholders. 33 If the Company fails to develop or maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results or prevent financial fraud.

Because Alpha Modus does not have experience in managing patent enforcement efforts, it may not do so effectively, and its enforcement efforts could be harmed as a result.

Because Alpha Modus does not have experience in managing patent enforcement efforts, it may not do so effectively, and its enforcement efforts could be harmed as a result. Similarly, Alpha Modus has limited experience managing intellectual property licensing programs, and this lack of experience could impair its ability to execute its business plans.

Alpha Modus may issue additional shares of common or preferred stock, which would dilute the interests of stockholders and likely present other risks. Alpha Modus may issue additional shares of common or preferred stock for financing or other reasons.

Alpha Modus may issue additional shares of common or preferred stock for financing or other reasons.

The Company’s Bylaws provide that Alpha Modus will indemnify its directors and officers, in each case to the fullest extent permitted by Delaware law.

Claims for indemnification by Alpha Modus’ directors and officers may reduce Alpha Modus’ available funds to satisfy successful third-party claims against Alpha Modus and may reduce the amount of money available to Alpha Modus. The Company’s Bylaws provide that Alpha Modus will indemnify its directors and officers, in each case to the fullest extent permitted by Delaware law.

Additionally, new rules regarding the burden of proof in patent enforcement actions could significantly increase the cost of Alpha Modus’ enforcement actions, and new standards or limitations on liability for patent infringement could negatively impact Alpha Modus’ revenue derived from such enforcement actions.

Congress, the federal courts, and the USPTO, the laws and regulations governing patents could change in unpredictable ways that could weaken Alpha Modus’ ability to obtain new patents or to enforce its existing patents and patents that it might obtain in the future. 25 Additionally, new rules regarding the burden of proof in patent enforcement actions could significantly increase the cost of Alpha Modus’ enforcement actions, and new standards or limitations on liability for patent infringement could negatively impact Alpha Modus’ revenue derived from such enforcement actions.

If we are required to liquidate, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless. 16 Upon closing our initial IPO in September 2021, the net proceeds of the IPO and of a private offering of warrants were placed in a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S.

Upon closing our initial IPO in September 2021, the net proceeds of the IPO and of a private offering of warrants were placed in a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S.

Those securities will generally have priority upon liquidation. Such securities also may be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of the Company’s common stock.

Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of the Company’s common stock.

Patent litigation schedules in general, and in particular trial dates, are subject to routine adjustment, and in most cases delay, as courts adjust their calendars or respond to requests from one or more parties.

Enforcement actions divert managerial, technical, legal and financial resources from business operations, and there are no assurances that such enforcement actions will result in favorable results for Alpha Modus. 28 Patent litigation schedules in general, and in particular trial dates, are subject to routine adjustment, and in most cases delay, as courts adjust their calendars or respond to requests from one or more parties.

Alpha Modus may not prevail in any lawsuits that it initiates, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, Alpha Modus’ efforts to enforce intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from its intellectual property.

Alpha Modus may not prevail in any lawsuits that it initiates, and the damages or other remedies awarded, if any, may not be commercially meaningful.

Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

Additionally, Alpha Modus will qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner. We have concluded that our internal control over financial reporting was ineffective as of December 31, 2025 and 2024, because material weaknesses existed in our internal control over financial reporting.

Prosecuting and defending intellectual property claims is costly and can impose a significant burden on our management and resources.

Any intellectual property lawsuits against Alpha Modus, whether successful or not, may harm our brand and reputation. 24 Prosecuting and defending intellectual property claims is costly and can impose a significant burden on our management and resources.

Such appeals are expensive and time consuming, resulting in increased costs and a potential for delayed or foregone revenue opportunities in the event of modification or reversal of favorable outcomes. Although Alpha Modus plans to diligently pursue enforcement litigation, it cannot predict with reliability the decisions that may made by juries and trial courts.

Because we are a Delaware corporation and because our securities trade on Nasdaq, we are a “covered corporation” within the meaning of the Inflation Reduction Act. While not free from doubt, absent any further guidance from the U.S.

Because we are a Delaware corporation and because our securities trade on Nasdaq, we are a “covered corporation” within the meaning of the Inflation Reduction Act. The U.S. Department of the Treasury (the “Treasury”) was given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax.

The Company’s board of directors will have complete discretion as to whether to distribute dividends.

As a result, we do not expect that we will pay any cash dividends on our common stock in the foreseeable future. The Company’s board of directors will have complete discretion as to whether to distribute dividends.

Although Alpha Modus plans to diligently pursue enforcement litigation, it cannot predict with reliability the decisions that may made by juries and trial courts. 13 Changes to patent laws in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing Alpha Modus’ ability to protect its product or its current or future product candidates.

Changes to patent laws in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing Alpha Modus’ ability to protect its product or its current or future product candidates. Alpha Modus’ success is heavily dependent on intellectual property, particularly patents. Obtaining and enforcing patents is costly, time consuming and inherently uncertain.

If Alpha Modus fails to regain compliance with these rules, or fails to satisfy other continued listing requirements of Nasdaq, such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may take steps to delist the Company’s securities.

The Nasdaq rules provide the Company a compliance period of 180 calendar days from the date of the notice (or until July 13, 2026) in which to regain compliance with the Minimum Bid Price Requirement. If Alpha Modus is unable to remain in compliance with the Nasdaq Capital Market’s listing rules, Nasdaq may take steps to delist the Company’s securities.

If the Company fails to develop or maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results or prevent financial fraud. As a result, current and potential stockholders could lose confidence in its financial reporting.

As a result, current and potential stockholders could lose confidence in its financial reporting.

Removed

If Alpha Modus fails to protect or enforce its intellectual property rights, its competitors may use its technologies without authorization.

Added

The costs are typically substantial, and the outcomes are unpredictable.

Removed

Added

Accordingly, Alpha Modus’ efforts to enforce intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from its intellectual property. 29 Many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties.

Removed

The costs are typically substantial, and the outcomes are unpredictable. Enforcement actions divert managerial, technical, legal and financial resources from business operations, and there are no assurances that such enforcement actions will result in favorable results for Alpha Modus.

Added

Removed

Similarly, Alpha Modus has limited experience managing intellectual property licensing programs, and this lack of experience could impair its ability to execute its business plans. 15 Alpha Modus may not be able to protect its intellectual property rights throughout the world.

Added

Based on final regulations released by the Treasury and IRS, we no longer believe that we are subject to the Excise Tax, but if that conclusion is not correct, we could be subject to the Excise Tax.

Removed

Department of the Treasury (the “Treasury”), who has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax, the Excise Tax may apply to any redemptions of our IAC Class A common stock after December 31, 2022, including redemptions in connection with the Business Combination, unless an exemption is available.

Added

On November 24, 2025, the Treasury and the Internal Revenue Service (“IRS”) issued final regulations under Internal Revenue Code (“IRC”) Section 4501 (Treasury Decision 10037).

Removed

Generally, issuances of securities by us in connection with our initial Business Combination transaction (including any PIPE transaction at the time of our initial Business Combination), as well as any other issuances of securities not in connection with our initial Business Combination, would be expected to reduce the amount of the Excise Tax in connection with redemptions occurring in the same calendar year.

Added

Under these final regulations, transition relief from the Excise Tax under Section 4501 is appropriate for certain types of stock issued prior to the date of enactment of the IRA if the covered corporation no longer has discretion as to whether to repurchase such stock after that date.

Removed

In addition, the Excise Tax would be payable by us, and not by the redeeming holder. Further, based on recently issued interim guidance from the IRS and Treasury, subject to certain exceptions, the Excise Tax should not apply in the event of IAC’s liquidation. We do not expect that we will pay dividends in the foreseeable future.

Added

These final regulations specifically incorporate transition relief for mandatorily redeemable stock and for stock subject by its terms to a unilateral put option of the holder, if such stock was outstanding prior to August 16, 2022.

Removed

If securities or industry analysts do not publish or cease publishing research or reports about Alpha Modus, its business, or its market, or if they change their recommendations regarding Alpha Modus’ securities adversely, the price and trading volume of Alpha Modus’ securities could decline.

Added

While we previously believed that the Excise Tax may have applied to redemptions of our Class A common stock in connection with our Business Combination completed in 2024, based on the November 24, 2025, final regulations described above, we no longer believe the Excise Tax applies the Company’s prior common stock redemptions, since those redemptions occurred solely with respect to redeemable stock issued by the Company in its original IPO in September 2021, such that those redemptions are not treated as stock repurchases for purposes of IRC Section 4501 because that stock was outstanding prior to August 16, 2022.

Removed

Certain existing Alpha Modus stockholders, who collectively own 4,342,308 shares of Alpha Modus common stock following the Business Combination and 7,500,000 shares of Alpha Modus Series C Preferred Stock (all of which shares are deemed to be owned by William Alessi, the CEO of Alpha Modus, as Mr.

Added

Accordingly, as of December 31, 2025, the Company’s financial statements reflect the removal of the Excise Tax liability of $2,348,302. If our conclusions regarding the applicability of the transition relief provided by the November 24, 2025, final regulations described above are incorrect, we could still be subject to liability arising from the Excise Tax.

Removed

Alessi or his spouse have voting and dispositive power with respect to those shares), have agreed pursuant to a lock-up agreement not to dispose of (or hedge) more than 2,484,616 shares Alpha Modus common stock or securities convertible into or exchangeable for shares of Alpha Modus common stock during the period from the date of the Closing continuing through the earliest of: (i) the date that is one year from the Closing Date, (ii) the last trading day when the last reported sale price of Alpha Modus common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for 20 trading days within any 30-trading day period at least one year after the Closing Date, or (iii) such date on which Alpha Modus completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Alpha Modus stockholders having the right to exchange their shares of Alpha Modus common stock for cash, securities or other property.

Added

Additionally, we have issued debt instruments that permit the holders to convert their Company debt into Company common stock, and any such shares of common stock issued upon conversion would be dilutive to existing stockholders and when sold into the public markets may adversely the market price of the Company’s common stock.

Removed

Because 2,484,616 shares of Alpha Modus common stock held by those stockholders are not subject to those lock-up restrictions (and have been registered for resale), those stockholders may sell those shares, which could cause the market price of Alpha Modus common stock to decline. In the future, Alpha Modus may also issue its securities in connection with investments or acquisitions.

Added

In the future, we may also incur debt or issue other equity ranking senior to the Company’s common stock, like the Series C Preferred Stock. Those securities could generally have priority upon liquidation. Such securities also may be governed by an indenture or other instrument containing covenants restricting our operating flexibility.

Removed

Under the rules, the Company has 180 calendar days, or until July 7, 2025, to regain compliance. If the Company’s MVPHS closes at $15,000,000 or more for a minimum of ten consecutive business days during this period, Nasdaq will provide the Company with written confirmation of compliance, and the matter will be closed.

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Item 2. Properties

Properties — owned and leased real estate

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2024 filing

2025 filing

Biggest changeAlpha Modus does not own any real property. For the years ended December 31, 2024 and 2023, the Company’s facility expenses were $0 and $0, respectively.

Biggest changeAlpha Modus does not own any real property. For the years ended December 31, 2025 and 2024, the Company’s facility expenses were $0 and $0, respectively.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+1 added−8 removed1 unchanged

2024 filing

2025 filing

Biggest changeAs of the date of this report, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the Company’s results of operations except as disclosed in Item 1 above in the subsection “ Legal Proceedings ,” which disclosure is incorporated by reference into this Item 3. Item 4.

Removed

Added

Mine Safety Disclosures Not Applicable. 41 PART II

Removed

The complaint was filed in the United States District Court for the Eastern District of Texas (case no. 2:2024cv00022), and the case is currently in discovery.

Removed

On November 12, 2024, Alpha Modus filed a patent infringement lawsuit against Brookshire Grocery Co. alleging infringement of several Alpha Modus patents pertaining to its ‘571 patent portfolio, ‘825 patent portfolio, ‘672 patent portfolio, ‘890 patent portfolio and ‘880 patent portfolio, which encompass retail marketing and advertising data-driven technologies to enhance consumers’ in-store experience at the point of decision.

Removed

The complaint was filed in the United States District Court for the Eastern District of Texas (case no. 2:2024cv00919), and the case is in its initial pleading stage.

Removed

On December 17, 2024, Alpha Modus filed a patent infringement lawsuit against Wakefern Food Corporation and Shelf Nine LLC alleging infringement of several Alpha Modus patents pertaining to its ‘571 patent portfolio, ‘825 patent portfolio, ‘672 patent portfolio, ‘890 patent portfolio and ‘880 patent portfolio, which encompass retail marketing and advertising data-driven technologies to enhance consumers’ in-store experience at the point of decision.

Removed

The complaint was filed in the United States District Court for the Eastern District of Texas (case no. 2:2024cv01056), and the case has since been settled.

Removed

On February 3, 2025, Alpha Modus filed a patent infringement lawsuit against Walgreen Co. alleging infringement of several Alpha Modus patents pertaining to its ‘571 patent portfolio, ‘825 patent portfolio, ‘672 patent portfolio, ‘890 patent portfolio and ‘880 patent portfolio, which encompass retail marketing and advertising data-driven technologies to enhance consumers’ in-store experience at the point of decision.

Removed

The complaint was filed in the United States District Court for the Eastern District of Texas (case no. 2:2025cv00120), and the case is in its initial pleading stage. Item 4. Mine Safety Disclosures Not Applicable. 24 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

2 edited+5 added−6 removed2 unchanged

2024 filing

2025 filing

Biggest changeDuring the years ending December 31, 2024 and 2023, there was limited or sporadic trading of our common stock, and, therefore, the high and low trading price information for our shares for each quarter for the last two years, through the year ended December 31, 2024, as reported by OTCMarkets.com, is as follows: 2024 FISCAL YEAR High Low First Quarter $ 10.79 $ 10.68 Second Quarter $ 11.9899 $ 10.77 Third Quarter $ 11.5 $ 11.27 Fourth Quarter $ 13.49 $ 2.2 2023 FISCAL YEAR High Low First Quarter $ 10.71 $ 10.07 Second Quarter $ 10.43 $ 10.19 Third Quarter $ 10.77 $ 10.4015 Fourth Quarter $ 10.79 $ 10.50 Record Holders As of March 10, 2025, there were 12,476,780 shares of our Class A common stock issued and outstanding, which shares were owned by approximately 109 holders of record, based on information provided by our transfer agent.

Biggest changeDuring the years ending December 31, 2025 and 2024, there was limited trading of our common stock, and, therefore, the high and low trading price information for our shares for each quarter for the last two years, through the year ended December 31, 2024, as reported by OTCMarkets.com, is as follows: 2025 FISCAL YEAR High Low First Quarter $ 6.0199 $ 1.02 Second Quarter $ 1.62 $ 1.01 Third Quarter $ 2.6 $ 0.8605 Fourth Quarter $ 1.3 $ 0.40 2024 FISCAL YEAR High Low First Quarter $ 10.79 $ 10.68 Second Quarter $ 11.9899 $ 10.77 Third Quarter $ 11.5 $ 11.27 Fourth Quarter $ 13.49 $ 2.2 Record Holders As of _________, 2026, there were _____________ shares of our Class A common stock issued and outstanding, which shares were owned by approximately ________ holders of record, based on information provided by our transfer agent.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our Class A common stock and public warrants are listed on the Nasdaq Global Market tier of The Nasdaq Stock Market LLC (the “Nasdaq”), under the symbols “AMOD” and “AMODW,” respectively.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our Class A common stock and public warrants are listed on the Nasdaq Capital Market tier of The Nasdaq Stock Market LLC (the “Nasdaq”), under the symbols “AMOD” and “AMODW,” respectively.

Removed

Recent Sales of Unregistered Securities On or about December 13, 2024, simultaneously with the closing of the Business Combination, the Company issued (i) Janbella Group, LLC 1,392,308 shares of Class A common stock, (ii) Michael Singer 125,000 shares of Class A common stock, (iii) Cantor Fitzgerald & Co. 210,000 shares of Class A common stock, and (iv) Odeon Capital Group, LLC 90,000 shares of Class A common stock.

Added

Recent Sales of Unregistered Securities On October 24, 2025, the Company entered into consulting agreements with Rucus Holdings LLC (“Rucus”) and Leron Group LLC (“Leron”), pursuant to which Rucus and Leron would provide marketing and sales services to the Company in connection with the rollout of the Company’s financial services kiosks with a major US retailer, and the Company would issue Rucus 250,000 shares of Class A common stock, and the Company would issue Leron 4,000,000 shares of Class A common stock.

Removed

The Company issued the foregoing securities under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated under the Securities Act, as a transaction not requiring registration under Section 5 of the Securities Act.

Added

Such shares were issued to Rucus and Leron on or about January 20, 2026.

Removed

The parties receiving the securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the certificates representing the securities (or reflected in restricted book entry with the Company’s transfer agent).

Added

On or about January 20, 2026, the Company issued 66,721 shares of Class A common stock to each of the four non-employee directors of the Company (William Ullman, Greg Richter, Michael Garel, and Scott Wattenberg) in consideration of (i) each of the directors’ $25,000 quarterly equity fee for the fourth quarter of 2025 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 fourth quarter of 2025, or approximately $0.5457 per share and (ii) each of the directors’ $25,000 quarterly equity fee for the third quarter of 2025 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 third quarter of 2025, or approximately $1.196 per share. 42 On or about January 20, 2026, the Company issued 166,801 shares of Class A common stock to the Company’s Chief Revenue Officer, Thomas Gallagher, in consideration of (i) his $62,500 quarterly equity fee for the fourth quarter of 2025 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 fourth quarter of 2025, or approximately $0.5457 per share, and (ii) his $62,500 quarterly equity fee for the third quarter of 2025 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 third quarter of 2025, or approximately $1.196 per share.

Removed

The parties also had adequate access, through business or other relationships, to information about the Company. On January 5, 2025, the Company issued 2,632 shares of Class A common stock to each of the four non-employee directors for the quarterly issuance set out in the director agreements.

Added

On or about January 20, 2026, the Company issued 54,249 shares of Class A common stock to the Company’s Chief Financial Officer, Rodney Sperry, in consideration of (i) his $18,000 quarterly equity fee for the fourth quarter of 2025 pursuant to his employment agreement, valued based on the closing price of the Company’s common stock as of the end of the fourth quarter of 2025, or approximately $0.4601 per share, and (ii) his $18,000 quarterly equity fee for the third quarter of 2025 pursuant to his employment agreement, valued based on the closing price of the Company’s common stock as of the end of the third quarter of 2025, or approximately $1.19 per share.

Removed

These shares were valued on the closing price of the Company’s common stock on December 13, 2024 (merger date) at $9.50 per share. On 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 with the merger.

Added

On or about January 20, 2026, the Company issued 119,752 shares of Class A common stock to the Company’s VP of Technology, Puneet Vij, in consideration of his $65,342.47 equity fee for September 16, 2025, through December 31, 2025 ($225,000 per year) 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 fourth quarter of 2025, or approximately $0.5457 per share.

Removed

These shares were valued at the closing price of the Company’s common stock on January 3, 2025 at $2.51 per share.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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2024 filing

2025 filing

Biggest changeItem 6. Selected Financial Data. We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. We reserve the right not to provide the Selected Financial Data in our future filings.

Biggest changeItem 6. Selected Financial Data. We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. We reserve the right to not provide the Selected Financial Data in our future filings.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

17 edited+6 added−50 removed16 unchanged

2024 filing

2025 filing

Biggest changeOther Income/Expenses Alpha Modus had total other income of $4,938,162 for the year ended December 31, 2024, $168,886 of which was interest expense, $13,226,926 of which was a forbearance fee expense, $397,553 of which was a loss in change in fair value of warrants liability and $18,731,514 of which was a gain of change in fair value of earnout shares liability, as compared to total other expense of $109,346, $109,353 of which was interest expense during the year ended December 31, 2023.

Biggest changeOther Income/Expenses Alpha Modus had total other expense of $2,777,047 for the year ended December 31, 2025, $3,981,641 of which was interest expense, $803,680 of which was a gain in change in fair value of warrants liability, $1,053,084 of which was a gain of change in fair value of earnout shares liability and $760,302 of which was loss on settlement of debt, as compared to total other income of $4,938,162, $168,886 of which was interest expense, $13,226,926 of which was a forbearance fee expense, $397,553 of which was a loss in change in fair value of warrants liability and $18,731,514 of which was a gain of change in fair value of earnout shares liability during the year ended December 31, 2024.

Critical accounting policies are those that, in management’s view, are most important to the portrayal of a company’s financial condition and results of operations and most demanding on their calls on judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

Critical Accounting Policies and Estimates Critical accounting policies are those that, in management’s view, are most important to the portrayal of a company’s financial condition and results of operations and most demanding on their calls on judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

Liquidity and Capital Resources As of December 31, 2024, Alpha Modus had cash of $735,814. We do not have sufficient resources to effectuate our business. We expect to incur significant expenses during the next twelve months of operations, including as a result of becoming a public company.

Liquidity and Capital Resources As of December 31, 2025, Alpha Modus had cash of $68,000. We do not have sufficient resources to effectuate our business. We expect to incur significant expenses during the next twelve months of operations, including as a result of becoming a public company.

We had net cash provided by financing activities for the year ended December 31, 2024, of $2,664,610, compared to $618,984 for the year ended December 31, 2023. We will have to raise funds to pay for our expenses.

We had net cash provided by financing activities for the year ended December 31, 2025, of $2,550,418, compared to $2,664,610 for the year ended December 31, 2024. We will have to raise funds to pay for our expenses.

See Note 9 – Mezzanine Equity for further details. 29 Off-balance Sheet Arrangements We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Off-balance Sheet Arrangements We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

The Company determined that subsequent changes to the carrying value of the series C preferred shares will not be recognized until Redemption becomes probable of occurring.

The Company determined that subsequent changes to the carrying value of the series C preferred shares will not be recognized until Redemption becomes probable of occurring. See Note 9 – Mezzanine Equity for further details.

Net Income Alpha Modus had a net income of $4,103,067 for the year ended December 31, 2024, compared to a net loss of $501,295 for the year ended December 31, 2023.

Net Income Alpha Modus had a net loss of $8,021,235 for the year ended December 31, 2025, compared to a net income of $4,103,067 for the year ended December 31, 2024.

The increase in net income during the year ended December 31, 2024, as compared to the net loss during the year ended December 31, 2023, was primarily due to the gain in change in fair value of earnout shares of $18,731,514, loss in change in fair value of warrants liability of $397,553 and forbearance fee expense of $13,226,926 during the year ended December 31, 2024, described above.

The net loss during the year ended December 31, 2025 was primarily due to increase in operating expenses and the increase in interest expenses together with the gain in change in fair value of earnout shares of $1,053,084, gain in change in fair value of warrants liability of $803,680 and loss on settlement of debt of $760,302 as compared to the net income during the year ended December 31, 2024 comprised of the gain in change in fair value of earnout shares of $18,731,514, loss in change in fair value of warrants liability of $397,553 and forbearance fee expense of $13,226,926 as described above.

While our significant accounting policies are described in more detail in Note 2 to our financial statements appearing elsewhere in this annual report, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements. 28 Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

We estimate that these expenses will be comprised primarily of general expenses including overhead, legal and accounting fees. To maintain our plan of growth, we believe we will need to raise a minimum of an additional $2,500,000. These factors, along with the lack of current Company revenues, raise substantial doubts about Alpha Modus’ ability to continue as a going concern.

Operations used cash of $1,676,499 for the year ended December 31, 2024, compared to $515,181 for the year ended December 31, 2023. We acquired $2,537 in cash with the business combination but incurred $361,643 in acquisition costs.

We used $8,050 to acquire equipment in the year ended December 31, 2025 compared to $2,537 in cash acquired with the business combination but incurred $361,643 in acquisition costs in the year ended December 31, 2024.

At the date of the merger, the initial fair value of the earnout shares have been estimated using a Monte Carlo simulation model. Subsequently, the fair value of the earnout shares have been estimated using this same Monte Carlo simulation model. Derivative earnout shares liabilities are classified as current liabilities (See note 7 for more details on earnout shares).

The company was founded in 2014 and is headquartered in Cornelius, North Carolina. As technological innovation is at the core of the company, Alpha Modus has developed comprehensive end-to-end patented solutions for retailers and consumer brands to bring innovation to consumers and enhance their experience at the point of sale.

Series C Preferred Stock During the year ended December 31, 2024, the Company amended and restated its charter to include the designation of a Series C Preferred Stock.

Derivative earnout shares liabilities are classified as current liabilities (See note 7 for more details on earnout shares). 44 Series C Preferred Stock During the year ended December 31, 2024, the Company amended and restated its charter to include the designation of a Series C Preferred Stock.

Results of Operations For the year ended December 31, 2024, compared to the year ended December 31, 2023 Revenue Alpha Modus had no revenue during the years ended December 31, 2024 and 2023. Operating Expenses Alpha Modus had operating expenses of $834,895 for the year ended December 31, 2024, compared to $391,949 for the year ended December 31, 2023.

Results of Operations For the year ended December 31, 2025, compared to the year ended December 31, 2024 Revenue Alpha Modus had $7,138 and $0 in royalty revenue during the years ended December 31, 2025 and 2024, respectively.

Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company. 30 Emerging Growth Company Status Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards.

Emerging Growth Company Status Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards.

Actual results could differ materially from those anticipated in these forward-looking statements due to, among other considerations, the matters discussed under “Risk Fa ctors” and “Cautionary Note Regarding Forward-Looking Statements.” Overview The Company was a blank check company as “Insight Acquisition Corp.” On December 13, 2024, the Company completed a business combination with Alpha Modus, Corp., a Florida corporation.

Actual results could differ materially from those anticipated in these forward-looking statements due to, among other considerations, the matters discussed under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Overview Alpha Modus engages in creating, developing and licensing data-driven technologies to enhance consumers’ in-store digital experience at the point of decision.

Removed

At closing of the business combination, the Company’s name was changed to “Alpha Modus Holdings, Inc.,” and the Company’s operations are now those of Alpha Modus. 25 Alpha Modus offers technology as a service.

Added

Some examples that the ‘571 patent family could potentially include use in the following: ● targeted marketing campaigns; ● actionable insights on consumer product packaging; ● inventory control; ● smart planograms; ● in-store heatmapping of consumer traffic; ● consumer behavior; and ● staffing needs based on foot traffic in a retail location. 43 The primary focus of Alpha Modus’ technology is to analyze consumer behavior and their interactions with retail products in real-time with the objective to provide brands and retailers the ability to achieve the following: Enhance the Consumer’s In-Store Experience ● Engage consumers with interactive output displays throughout brick-and-mortar retail stores to capture critical decision-making at the point of sale. ● Cater to specific and immediate needs of the consumer. ● Capture MAC address tracking data, user eye tracking, object identification of goods throughout the store.

Removed

Added

Manage Inventory and Create Smart Planograms ● Assess the consumers product engagement and product tracking in real time. ● Aid in inventory management and product placement throughout a store by creating smart planograms. Monetize Digital Insights ● Curate tailored in-store marketing solutions. ● Drive sales via engaging customers with digital experiences at the point of sale.

Removed

(“ GZ6G ”), which gives GZ6G the right to use Alpha Modus’ patented intellectual property, and pertains to GZ6G’s promotional, advertising, and operational functions, including co-development arrangements with Alpha Modus for AI-driven advertising solutions for stadiums and event management.

Added

Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

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Alpha Modus intends to deploy services under the license by the end of 2024, expand event venue service offerings in late 2025, and expand service offerings in additional industries in 2024.

Added

Operating Expenses Alpha Modus had operating expenses of $5,251,326 for the year ended December 31, 2025, compared to $834,895 for the year ended December 31, 2024. The increase was primarily due to an increase in professional fees and increased consulting, insurance, payroll and public company expenses.

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On January 16, 2024, Alpha Modus initiated a patent infringement action against The Kroger Company alleging patent infringement of several Alpha Modus patents encompassing retail marketing and advertising data-driven technologies to enhance consumer’s in-store experience at the point of decision.

Added

These factors, along with the lack of current Company revenues, raise substantial doubts about Alpha Modus’ ability to continue as a going concern. 45 Operations used cash of $3,210,182 for the year ended December 31, 2025, compared to $1,676,499 used for the year ended December 31, 2024.

Removed

Added

Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.

Removed

On December 17, 2024, Alpha Modus filed a similar patent infringement lawsuit against Wakefern Food Corporation and Shelf Nine LLC (which has since been settled), and on February 3, 2025, Alpha Modus filed a patent infringement lawsuit against Walgreen Co. On April 10, 2024, Alpha Modus entered into a license agreement with Xalles Holdings Inc. and its subsidiary, CashXAI Inc.

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(“ CashX ”), which gives CashX the exclusive right to use all of Alpha Modus’ patented intellectual property in connection with CashX’s promotional, advertising, and operational functions, including co-development arrangements with Alpha Modus, within the Exclusive Industry.

Removed

The “Exclusive Industry” means the industry relating to self-service kiosks located in retail food, drug and convenience stores for the purpose of serving Unbanked and Underbanked consumers, by offering banking, phone and insurance solutions to the consumer.

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An “Unbanked” consumer means a person that does not have a checking or savings account with an FDIC-insured institution, and an “Underbanked” consumer means a person that has or had a checking or savings account with an FDIC-insured institution, but regularly uses non-traditional banks such as Venmo or the Cash App, or lenders such as a check cashing company or payday lender.

Removed

Alpha Modus intends to deploy services under the license by the end of 2024. Alpha Modus intends to continue its intellectual property licensing and enforcement efforts throughout 2025. No assurances can be given that any of these plans will come to fruition or that, if implemented, they will necessarily yield positive results.

Removed

Pursuant to the Business Combination Agreement, as amended, Alpha Modus, Corp., and the Company agreed that (i) each share of Alpha Modus, Corp. common stock (other than those properly exercising any applicable appraisal rights under applicable law) would be converted into (A) one share of Company common stock, and (B) the contingent right to receive a pro rata portion of the Earnout Shares (as defined below) (which may be zero); and (iii) each share of Alpha Modus, Corp. preferred stock (other than those properly exercising any applicable appraisal rights under applicable law) would be converted into (A) one share of Company Series C Preferred Stock, and (B) the contingent right to receive a pro rata portion of the Earnout Shares (as defined below) (which may be zero) (collectively the “Merger Consideration”).

Removed

The stockholders of Alpha Modus, Corp. may be issued up to 2,200,000 additional shares of Company common stock (the “Earnout Shares”).

Removed

Additionally, the Company and the Sponsor agreed that the Sponsor will forfeit and cancel 750,000 shares of Company common stock at Closing.

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Finally, at the Closing, (i) the Company will to use its best efforts to pay off the Company’s loan(s) from Polar Multi-Strategy Master Fund (“Polar”) (expected to be approximately $975,000 at Closing), (ii) the Company will use its best efforts to pay Alpha Modus, Corp.’s loans from Janbella Group, LLC (“Janbella”) (expected to be approximately $1,400,000 at Closing), (iii) the Company will issue to Janbella 1,392,308 shares of Company common stock, (iv) the Company will issue to Michael Singer 125,000 shares of Company common stock, (v) the Company will issue to Cantor Fitzgerald & Co.

Removed

(“Cantor”) 210,000 shares of Company common stock, and (vi) the Company will issue to Odeon Capital Group, LLC (“Odeon”) 90,000 shares of Company common stock.

Removed

Cantor, the representative of the underwriters in the Company’s original IPO in September 2021, was entitled to a deferred underwriting commission upon the closing of the Business Combination of $6,600,000, which amount was not subject to change based on redemption levels.

Removed

On June 20, 2024, Cantor and Odeon entered into fee modification agreements with the Company pursuant to which (i) Cantor would be issued 210,000 shares of Company common stock and Odeon would be issued 90,000 shares of Company common stock at the closing of the Business Combination, and (ii) Cantor and Odeon would waive the right to any further underwriting commissions or other payments by the Company under its Underwriting Agreement with them, subject to the other terms of those fee modification agreements. 26 On October 29, 2024, Company stockholders approved the Business Combination and other transactions and proposal presented within the proxy statement/prospectus in connection with Business Combination transactions.

Removed

Financing in Connection with Business Combination On October 23, 2024, Alpha Modus Holdings, Inc.

Removed

The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions.

Removed

Additionally, the Company and Alpha Modus (collectively the “Borrowers”), and William Alessi, his entity, Janbella Group, LLC, and the trusts deemed to be beneficially owned by Mr.

Removed

The Note will mature 18 months following the date the purchase price is delivered to the Company (the “Purchase Price Date”), will accrue interest of 10% per annum, will be prepayable (after providing five trading days’ notice) at a 20% premium to the then-outstanding balance of the Note, and will be convertible into Class A common stock (“Common Stock”) of the Company as described below.

Removed

On December 12, 2024, the Company amended the SPA (the “Amended SPA”) to revise the terms of the Note.

Removed

On January 27, 2025, the Company and the Investor entered into an amendment to the Note providing that (i) the Company is not required to begin making monthly payments under the Note until May 16, 2025, (ii) the monthly payments will equal $485,000.00 plus all accrued but unpaid interest, multiplied by 120%, and (iii) the Company will pay to the Investor 50% of all proceeds received by the Company from any equity line of credit or similar arrangement within one trading day of receipt by the Company. 27 Business Combination Closing On December 13, 2024, the parties to the Business Combination Agreement consummated the Business Combination, and in connection with closing issued the Note to the Investor, and entered into the Guaranty, Security Agreements, IP Security Agreement, and Subordination Agreement.

Removed

Immediately upon the consummation of the Business Combination, Alpha Modus, Corp. became a wholly owned subsidiary of the Company, the Company changed its name to “Alpha Modus Holdings, Inc.,” and the Company is now listed on Nasdaq under the symbol “AMOD”. The Business Combination was accounted for as a reverse recapitalization.

Removed

Under this method of accounting, INAQ is treated as the acquired company for financial statement reporting purposes. See “ Unaudited Pro Forma Condensed Combined Financial Information and Other Data .” Legacy Alpha Modus’s financial statements for previous periods will be disclosed in the Company’s future periodic reports filed with the SEC.

Removed

In connection with the Business Combination, approximately 426,136 shares of common stock were redeemed, which represented a significant portion of the publicly traded shares outstanding immediately prior to the Business Combination and resulted in only approximately $1.16 million of cash from the INAQ trust account becoming available to Alpha Modus in connection with the closing of the Business Combination.

Removed

In the Business Combination, the Company issued 5,295,000 shares of common stock and 7,500,000 shares of Series C Preferred Stock to Legacy Alpha Modus’ shareholders as merger consideration in the Business Combination, and the Company issued 1,817,308 shares of common stock to various parties as required by the Business Combination Agreement.

Removed

As a result of becoming a publicly traded company, we will need to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices.

Removed

We expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees.

Removed

Critical Accounting Policies and Estimates Basis of Presentation The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC and has a year-end of December 31 st .

Removed

The increase was primarily due to an increase in professional fees related to the pending merger and increased accounting and legal fees.

Other AMOD 10-K year-over-year comparisons

AMOD 10-K 2023 vs 2024