What changed in this filing

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Item 1. Business

2026-03-31 compared with 2025-04-15 · 834 added, 489 removed, 7 unchanged (99% of the section changed)

References in this section

to “we,” “our,” “us,” and “Alpha Modus” generally refer to Alpha Modus, Corp.

the Business Combination and to Alpha Modus Holdings, Inc.

and its consolidated subsidiaries after giving effect to the Business Combination.

References to “Legacy Alpha Modus” generally refer to Alpha Modus, Corp., and references to the “Company” generally

refer to Alpha Modus Holdings, Inc.

The following discussion and analysis of our results of operations and financial condition should

be read in conjunction with our financial statements and related notes and other information included elsewhere in this report.

This discussion

contains forward-looking statements based upon our current expectations, estimates and projections that involve risks and uncertainties.

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.”

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.

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.

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.

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.

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.”

On October 13, 2023, the Company

and Alpha Modus, Corp.

entered into the Business Combination Agreement, which was subsequently amended on June 21, 2024.

Pursuant to the

Business Combination Agreement, as amended, Alpha Modus, Corp., and the Company agreed that (i) each share of Alpha Modus, Corp.

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

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”).

The stockholders of Alpha

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

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 IAC at or prior to the 5-year anniversary of the

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.

Additionally, the Company and the Sponsor agreed

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

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.

(“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.

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.

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.

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.

Financing in Connection with Business Combination

On October 23, 2024, Alpha

Modus Holdings, Inc.

(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 SPA included customary

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

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).

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”).

Additionally, the Company and Alpha Modus

(collectively the “Borrowers”), and William Alessi, his entity, Janbella Group, LLC, and the trusts deemed to be beneficially

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.

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.

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.

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.

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.

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

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”).

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”).

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.

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

On December 12, 2024, the

Company amended the SPA (the “Amended SPA”) to revise the terms of the Note.

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.

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 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.

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.

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”.

Business Combination was accounted for as a reverse recapitalization.

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’ financial statements for previous periods will be disclosed in the Company’s future periodic

reports filed with the SEC.

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.

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.

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.

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.

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.

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.

company was founded in 2014 and is headquartered in Cornelius, North Carolina.

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.

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

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.

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.

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.

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.

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.

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.

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.

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;

staffing needs based on foot traffic in a retail location.

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.

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.

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.

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.

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.

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.

The ‘571 Patent Family and the uses

The ‘571 patent family

is based on US Patent No.

in this section to “we,” “our,” “us,” and “Alpha Modus” generally refer to Alpha Modus,

prior to the Business Combination and to Alpha Modus Holdings, Inc.

and its consolidated subsidiaries after giving effect to the

Business Combination.

References to “Legacy Alpha Modus” generally refer to Alpha Modus, Corp., and references to the “Company”

generally refer to Alpha Modus Holdings, Inc.

The following discussion and analysis of our results of operations and financial condition

should be read in conjunction with our financial statements and related notes and other information included elsewhere in this report.

This discussion contains forward-looking statements based upon our current expectations, estimates and projections that involve risks

and uncertainties.

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.”

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 Company was founded in 2014 and is headquartered in Cornelius, North Carolina.

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.

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.

of the Business Model

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.

2018, Alpha Modus acquired certain assets, including intellectual property and pending patent applications, from a retail technology

That acquisition expanded the Company’s focus into retail consumer analytics and real-time engagement technologies.

initial issued patent from this portfolio, U.S.

10,360,571 (the “‘571 Patent”), was granted in 2019.

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.

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.

that time, the Company has expanded its patent portfolio to include additional issued patents and pending applications covering systems

and methods for:

monitoring and analysis of consumer demographic, sentiment, and behavioral data;

identification and product interaction analytics;

● Personalized

marketing and advertising tied to in-store location tracking;

digital displays and interactive engagement systems;

planograms and inventory optimization;

communications, including digital coupons and targeted promotions.

Property Licensing and Enforcement

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.

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.

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.

the Company seeks to resolve disputes through negotiated licensing arrangements where feasible, litigation remains an integral component

of its overall commercialization strategy.

Capabilities and Applications

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.

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.

of the Company’s patented technologies may include:

in-store marketing campaigns;

engagement at the point of sale;

behavior analytics and heatmapping;

management and smart planogram optimization;

● Store-level

staffing analytics;

● Integration

of physical retail data with broader advertising and digital media ecosystems.

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.

Commercialization

and Ecosystem Strategy

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.

The Company’s commercialization efforts are designed to complement its intellectual property

licensing strategy and to demonstrate real-world implementations of its patented systems.

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.

‘571 Patent Family and the uses thereof

‘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.

The ‘571 patent family

currently consists of the following issued patents/patent applications:

The ‘571 patent claims priority to

a provisional patent application filed on July 19, 2013.

business is substantially dependent on the development, protection, and enforcement of our intellectual property portfolio.

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.

of the date of this filing, our issued U.S.

patent portfolio consists of eleven granted patents:

10,360,571 - Method for Monitoring and Analyzing Behavior and Uses Thereof

10,853,825 - Method for Monitoring and Analyzing Behavior and Uses Thereof

METHOD AND SYSTEM FOR GENERATING A LAYOUT FOR PLACEMENT OF PRODUCTS IN A RETAIL STORE

METHOD AND SYSTEM FOR INVENTORY MANAGEMENT IN A RETAIL STORE

10,977,672 - Method and System for Real-Time Inventory Management, Marketing,

and Advertising in a Retail Store

11,042,890 - Method and System for Customer Assistance in a Retail Store

(TRACK 1) METHOD AND SYSTEM FOR REAL-TIME INVENTORY MANAGEMENT, MARKETING, AND ADVERTISING IN A RETAIL STORE

METHOD FOR ENHANCING CUSTOMER SHOPPING EXPERIENCE IN A RETAIL STORE

Patent No.11,049,120 - Method and System for Generating a Layout for Placement of Products

in a Retail Store

11,301,880 - Method and System for Inventory Management in a Retail Store

12,026,731 - Method for Personalized Marketing and Advertising of Retail Products

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.

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.

It utilizes various

information monitoring devices to collect data about consumers, enhancing their shopping experience through targeted and personalized

digital interactions.

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.

The patent addresses the challenge of providing an enriched in-store experience that rivals

online shopping, thus countering trends like showrooming.

The ‘571 patent describes

and claims a specific method that involves using information monitoring devices, like video image devices, to gather data about shoppers.

This data includes demographic characteristics (such as gender and age), sentiment, and tracking details (like movement and eye tracking).

The patent details the process of analyzing this data in real-time and providing various responses, such as targeted marketing, personal

engagement, or offering coupons, to enhance the shopping experience.

The ‘825 patent is directed

to a method of using devices to gather information about the shopper including demographic (gender and/or age) and tracking (tracking

movement by the shopper or eye tracking what the shopper is looking at), and analyzing and utilizing this information to provide real

time assistance to the shopper by selecting the proper sales associate to interact with the shopper.

The ‘880 patent is directed

to a method of using devices to gather information about shopper’s interactions with a product and object information of the products

interacted with by the shopper and analyzing and utilizing this information and responding for inventory management.

The ‘120 patent is directed

to a method of using devices to gather information about the shopper including demographic (gender and/or age) and tracking (tracking

movement by the shopper or eye tracking what the shopper is looking at) and analyzing and utilizing this information to provide real time

assistance to the shopper by selecting the proper sales associate to interact with the shopper.

The ‘890 patent relates

to an improved method for enhancing customer assistance in retail stores through the use of advanced information monitoring systems.

inventors of the ‘890 patent recognized the need for brick-and-mortar retailers to adapt to the changing consumer behavior influenced

by digital technology.

The patent offers a solution

by integrating technology to analyze customer interactions with products in real-time, providing targeted assistance and enhancing the

shopping experience.

The ‘890 patent provides several advancements over previous methods, such as real-time analysis of customer

interactions with products, including sentiment and object identification information, and utilizing this data to manage inventory and

offer personalized responses.

The ‘672 patent introduces

a novel system for real-time inventory management, marketing, and advertising within a retail store setting.

The ‘672 patent addresses

the emerging challenges in the retail sector, particularly for brick-and-mortar stores, in the context of the increasing prevalence of

online shopping and the phenomenon of showrooming.

The patent provides innovative solutions to enhance in-store customer experiences and

counter the competitive pressures from online retail.

The inventors of the ‘672

patent recognized that there existed a significant gap in the brick-and-mortar retail sector’s ability to provide real-time, personalized

experiences to customers, a feature commonly leveraged by online retailers.

The patent offers a method and system that bridges this gap

by utilizing technology to analyze consumer behavior and dynamically adjust marketing and inventory strategies.

The ‘550 patent is directed

to a method of leveraging a customer’s metadata to enhance the customer experience and drive in-store foot-traffic.

The ‘731 patent is directed

to a method of leveraging a customer’s metadata to enhance the customer experience and generate personalized advertising for a particular

The ‘484 patent is directed

to a method that leverage artificial intelligence to deliver real-time, tailored marketing and advertising experiences at the point of

decision-making.

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.

12,039,550 - Method for Enhancing Customer Shopping Experience in a Retail Store

12,175,484 - Method for Personalized Marketing and Advertising

12,354,121 - Methods and Systems for Shopping in a Retail Store

12,425,718 - Methods and Systems for Providing Assistance in a Retail Store

patents generally relate to, among other things:

and analyzing consumer demographic, sentiment, and behavioral characteristics in real time;

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;

assistance systems within physical retail locations;

layout generation and product placement optimization;

communications and purchase options, including digital engagement through interactive devices.

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.

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.

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.

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.

‘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.

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.

Alpha 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.

Market Analysis

Alpha Modus believes it is

at the center of major shifts in technology, consumer preferences and industry trends that are catalyzing the adoption of Alpha Modus’

patented solutions across its target retail markets.

Retail media was expected

to be a $45 billion industry in 2023, up 20% from the prior year, according to Insider Intelligence.

The market researcher expects that

growth to accelerate in the coming years and reach about $106 billion in 2027.

See https://www.insiderintelligence.com/content/in-store-retail-media-2023 .

It is estimated that US digital-influenced retail sales will top $3.8 trillion in 2027.

See https://www.forrester.com/blogs/us-digital-influenced-retail-sales-will-top-3-8-trillion-in-2027/ .

Approach and Value Proposition

Upon its first notification

of allowance for the ‘571 patent in July of 2019, Alpha Modus decided to focus 100% of its resources on the expansion of the technology

described in the ‘571 patent.

The services covered by the ‘571 patent were just beginning to be adopted by retailers.

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.

Alpha Modus has engaged Dickinson

Wright PLLC to lead licensing and enforcement efforts.

Services and Revenue Model

Alpha Modus is currently a

non-revenue producing company which focuses on licensing its services to retailers.

Alpha Modus’ core asset is the ‘571 patent

family, which was developed before the presence of services and/or offerings covered by the ‘571 patent family were in demand in

the retail marketplace.

Over the past two years, there have been significant developments in the retail sector, specifically with regard

to digital in-store marketing and inventory management.

As a result, Alpha Modus has focused recent efforts on preparing its intellectual

property for licensing to third parties, identifying potential licensee targets, and identifying third parties which it believes have

infringed on Alpha’s intellectual property.

On January 11, 2024, Alpha

Modus entered into an intellectual property license agreement with GZ6G Technologies Corp.

The license agreement

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.

The license agreement provides that GZ6G and Alpha Modus will share equally all revenues derived from co-developed service

offerings, and that Alpha Modus will be paid continuing license fees in the amount of 10% of GZ6G’s gross revenues derived from

sales of products utilizing or enhanced to use Alpha Modus’ licensed intellectual property.

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

On April 10, 2024, Alpha Modus

entered into a license agreement with Xalles Holdings Inc.

and its subsidiary, CashXAI Inc.

(“CashX”), which gives CashX the

exclusive right to use all of Alpha Modus’s patented intellectual property in connection with CashX’s promotional, advertising,

and operational functions, including co-development arrangements with Alpha Modus, within the Exclusive Industry.

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.

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.

Alpha Modus intends to deploy services

under the license by the end of 2024.

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 November 12, 2024, Alpha Modus initiated a patent infringement lawsuit against Brookshire

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

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.

2025, the Company filed additional United States patent applications as reflected in its current patent portfolio schedule, including:

Patent Application No.

19/203,027, titled “Methods for Personalized Marketing of Retail Products”;

Application No.

19/233,507, titled “Methods for Personalized Marketing of Retail Products”;

and (iii) U.S.

Patent Application

19/309,240, titled “Methods and Systems for Providing Customer Assistance in a Retail Store.” These applications are

intended to further expand and strengthen the Company’s intellectual property coverage relating to real-time consumer behavior

analysis, personalized marketing, and in-store customer assistance systems.

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.

retail, retail media, and alternative financial services sectors are undergoing continued technological transformation driven by artificial

intelligence, digital engagement, and data-driven personalization.

data indicates that U.S.

retail media advertising spend was approximately $60.6 billion in 2024 and is projected to exceed $109 billion

by 2027 (eMarketer, May 2024).

https://www.emarketer.com/content/retail-media-forecast-report-update.

influenced commerce continues to represent a significant portion of total retail activity.

According to industry research, digitally

influenced U.S.

retail sales are expected to reach approximately $4.2 trillion in 2025, with an estimated 75% of in-store sales influenced

by digital engagement (Forrester, 2024).

https://www.forrester.com/report/us-digital-influenced-retail-sales-forecast/RES178197.

of artificial intelligence technologies within brick-and-mortar retail environments has expanded in recent years.

Industry surveys indicate

that approximately 52% of retailers report deploying AI-powered signage, kiosks, and in-store targeting technologies (RIS News, 2024).

https://risnews.com/2024-retail-technology-study.

service kiosks serving underbanked and convenience-oriented consumers are projected to grow at an estimated 18.7% compound annual growth

rate through 2028 (Allied Market Research, 2024).

https://www.alliedmarketresearch.com/bank-kiosk-market-A16954.

AI-driven personalization tools are projected to influence approximately $1.3 trillion in retail spending by 2025 (McKinsey & Company).

https://www.mckinsey.com/capabilities/quantumblack/our-insights/the-economic-potential-of-generative-ai-the-next-productivity-frontier.

these industry forecasts reflect broader market trends, actual market growth and technology adoption rates may differ materially from

current projections.

and Value Proposition

its first notification of allowance for the ‘571 patent in July of 2019, Alpha Modus decided to focus 100% of its resources on

the expansion of the technology described in the ‘571 patent.

The services covered by the ‘571 patent were just beginning

to be adopted by retailers.

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 throughout the life of the patents.

Alpha Modus technology ecosystem aims to be the engine behind the most transformative retail and digital commerce experiences globally.

Alpha Modus is focused on (i) empowering innovation through a scalable, IP-driven platform to deliver transformative retail and digital

commerce experiences, (ii) combining technology, services and strategic partnerships to provide a comprehensive ecosystem to drive growth,

and (iii) enabling IP-powered innovation across retail, digital engagement, and connected commerce, leveraging its diverse patent portfolio

to unlock new opportunities.

Alpha Modus ecosystem is an intellectual property–centered operating framework designed to support the commercialization and licensing

of the Company’s patented technologies across retail, digital engagement, and connected commerce environments.

The ecosystem integrates

the Company’s patent portfolio with service capabilities and third-party partnerships to facilitate scalable deployment and structured

monetization of its intellectual property.

Company’s services are focused on solution design, implementation support, maintenance and monitoring, call center coordination,

data analytics, and strategic planning.

These services are intended to assist customers and partners in deploying AI-enabled retail applications

and analytics-driven engagement systems.

Company’s software and technology capabilities include applications involving artificial intelligence and machine learning, mobile

integration, retail management systems, customer loyalty solutions, and data-driven personalization tools designed to enhance consumer

engagement within physical retail environments.

addition, the ecosystem incorporates hardware and infrastructure components, including digital displays, tablets, kiosks, and mobile

devices, which may be utilized by customers and partners in implementing AI-enabled retail technologies and interactive engagement systems.

The Company may collaborate with third-party providers for certain hardware and infrastructure elements as part of its broader partner

ecosystem structure is intended to support flexible licensing arrangements, strategic partnerships, consulting engagements, and other

commercialization pathways consistent with the Company’s intellectual property–driven business model.

Modus Financial Services

Modus Financial Services, LLC (“AMFS”) is a wholly owned subsidiary of the Company focused on financial technology and transaction-based

services delivered through digital and physical retail environments.

has developed the Alpha Cash platform, a proprietary mobile and kiosk-based system designed to provide financial services to underbanked

and convenience-oriented consumers.

The platform integrates transaction processing, compliance-supported banking relationships, retail

deployment infrastructure, and analytics capabilities within the Company’s broader intellectual property ecosystem.

Alpha Cash platform is designed to generate revenue through transaction-based fees, service commissions, advertising opportunities, and

related financial services income streams.

Deployment is being executed through phased pilot programs and retail partnerships.

collaborates with sponsor banks, technology providers, service partners, and retail operators to facilitate platform operation and regulatory

The company does not operate as a bank and relies on regulated financial institutions and licensed service providers for

certain financial processing functions.

Company believes that the Alpha Cash platform complements its intellectual property portfolio by creating additional commercialization

pathways within physical retail environments.

Modus collaborates with retail technology and service providers to expand market reach and capabilities.

The Company’s strategic

alliances enable integration of diverse technologies and service offerings, and these partnerships enhance scalability and reduce friction

in technology deployment.

Additionally,

the Company’s robust intellectual property portfolio includes method patents across retail numerous retail use cases.

Patents create

defensible market positions and unlock ecosystem advantage.

Alpha Modus’ technology ecosystem is designed to empower retail technologies

into a unified scalable environment.

Alpha Modus’ patent portfolio forms the backbone of its IP-driven ecosystem, covering core

methods that power many of today’s AI applications in brick-and-mortar retail - such as smart kiosks, dynamic displays, targeted

promotions, consumer analytics, and immersive in-store engagement.

AI-based focus areas of the Company’s technology include the following:

Inventory Management – Alert sales associates, managers, distributors or brands immediately when inventory is low or out of

Help prevent lost sales and improves customer satisfaction by maintaining inventory control in brick-and-mortar and at the

point of purchase.

Based on Real-Time Customer Data – Serve customized ads or product information in real time based on customer demographic metadata

such as age, gender, and emotions.

Incorporate third party external data such as geo-location, weather, and events to tailor ads

Enhance customer engagement by providing relevant and timely information at the point of sale.

Assistance Alerts (Shrinkage/Theft Prevention) – Real-time alerts to sales associates for customers needing assistance or suspicious

activities at self-checkout, improving customer satisfaction and reducing loss through proactive theft prevention.

Planograms – Using in-store data such as dwell time and foot traffic, AI determines optimal display layouts and product placements,

improving store flow and increasing sales opportunities.

Traffic into Brick-and-Mortar Retail – Stores and brands can leverage customer metadata such as search history, voice, age,

gender, and location to send targeted ads for in-store purchases.

This customization improves the shopper’s experience by delivering

relevant promotions and product recommendations directly at the point of purchase.

Ads – Not all ads fit every customer, but brands can use customer data and images to generate targeted and customized ads at

the point of purchase.

This approach is targeted to enhance the customer experience and drive improved sales by showing the right

message to the right audience at the right time.

2025, the Company continued to advance both its intellectual property monetization strategy and its commercialization initiatives through

its subsidiary, Alpha Modus Financial Services, LLC (“AMFS”).

Cash Platform Launch and Financial Services Strategy

the termination of its prior third-party kiosk arrangement in 2025, the Company internalized the development and commercialization of

its financial services platform under AMFS.

AMFS has developed and is launching the Alpha Cash platform, which includes

both a mobile application and an in-store kiosk format.

Alpha Cash platform is designed to facilitate financial and payment-related services for underbanked and convenience-oriented consumers

through retail distribution channels.

Services are expected to include check cashing, money transfer, bill payment, prepaid products,

and related transaction-based services.

The platform is being deployed pursuant to strategic banking, technology, and service-provider

partnerships.

Company has executed agreements supporting pilot programs and phased retail deployments beginning in 2026, including an initial national

retailer pilot covering multiple locations.

Subject to performance and partner agreements, broader rollouts may follow in subsequent

The Company also anticipates deployment opportunities through additional retail and institutional channels.

prior models that relied on third-party ownership of kiosk platforms, Alpha Cash has been structured as a proprietary platform within

the Company’s ecosystem.

AMFS is responsible for platform oversight, coordination with sponsor banking relationships, compliance

alignment, deployment logistics, and ongoing support infrastructure.

conducted through AMFS are subject to applicable federal and state regulations governing financial services, money transmission, consumer

protection, and data security.

The Company relies on sponsor banking and regulated service-provider relationships to support certain

regulated functions.

and Technology Partnerships

General - During 2025, Alpha Modus entered into an agreement with Dollar General relating to the deployment and evaluation of certain

Alpha Modus technologies within designated retail environments.

The agreement contemplates pilot implementation and potential phased

expansion, subject to performance metrics and further mutual agreement of the parties.

Technology - Alpha Modus entered into a strategic enterprise deployment agreement with DXC Technology to support systems integration,

infrastructure services, and large-scale implementation of Alpha Modus technologies, including kiosk-based deployments and retail analytics

- Alpha Modus entered into an agreement with Genmega Inc.

to support hardware manufacturing, distribution, and deployment services

for kiosk-based implementations associated with the Company’s retail and financial services platforms.

- Alpha Modus entered into a technology development and integration agreement with Uptiq to support software development, platform

architecture, and application infrastructure related to Alpha Modus technologies and associated retail engagement systems.

Services and Infrastructure Partnerships

- In 2026, Alpha Modus announced a collaboration with Mastercard to support elements of its financial services infrastructure through

Mastercard’s payment network and transaction processing capabilities in connection with the Alpha Cash platform, subject to applicable

regulatory and sponsor banking frameworks.

Bank - Alpha Modus Financial Services, LLC entered into a sponsor banking relationship with TransPecos Bank to support regulated financial

services activities conducted through the Alpha Cash platform.

Under this relationship, TransPecos Bank provides banking sponsorship

and related regulatory oversight for designated financial services offerings.

- Alpha Modus Financial Services, LLC entered into an agreement with Synctera to support banking-as-a-service infrastructure components

for the Alpha Cash platform.

Synctera’s platform facilitates integration with sponsor banking relationships and related compliance

Worldwide - Alpha Modus Financial Services, LLC entered into an agreement with ACI Worldwide to provide electronic bill payment infrastructure

services in connection with the Alpha Cash platform, enabling bill payment functionality within kiosk and mobile environments.

- Alpha Modus Financial Services, LLC entered into a services agreement with DolFinTech to provide financial services infrastructure

and support functions related to the Alpha Cash platform, including transaction processing coordination and compliance-aligned service

Nation - Alpha Modus Financial Services, LLC entered into an agreement with Prepay Nation to provide access to prepaid product distribution

services through the Alpha Cash platform.

The agreement enables integration of digital value products, including mobile top-ups and related

prepaid services, within the Company’s kiosk and mobile ecosystem.

For Less - Alpha Modus entered into a commercial services agreement with Tickets For Less to enable distribution of event ticketing products

through the Alpha Cash kiosk and digital platform infrastructure, expanding the range of consumer-facing services available within retail

environments.

(Letter of Intent) - During 2026, Alpha Modus entered into a non-binding letter of intent with SurgePays, Inc.

outlining a proposed collaboration

relating to distribution of financial and telecommunications services through the Alpha Cash platform.

The parties are negotiating definitive

agreements, and no assurance can be given that a final agreement will be executed.

Property and Technology Licensing Agreements

Groupe Technologies Corp.

- During 2025, Alpha Modus entered into a strategic collaboration and licensing agreement with VSBLTY Groupe

Technologies Corp.

(“VSBLTY”) pursuant to which VSBLTY received rights to utilize specified Alpha Modus patented technologies

in connection with computer vision, digital display, and retail analytics solutions.

The arrangement contemplates integration of Alpha

Modus intellectual property within VSBLTY’s technology offerings and joint commercialization initiatives.

Technologies Corp.

- Alpha Modus entered into a license agreement with GZ6G Technologies Corp.

(“GZ6G”) granting GZ6G the

right to utilize specified Alpha Modus patented technologies in connection with promotional, advertising, and operational initiatives,

including certain AI-enabled advertising applications in venue and event settings.

Licensing Activities

Company has entered into additional intellectual property licensing arrangements and continues to pursue negotiated licensing agreements

and enforcement initiatives relating to its patent portfolio.

Certain licensing terms are confidential and not publicly disclosed.

2025, the Company continued to expand its intellectual property licensing program and enforcement initiatives.

The Company entered into

a confidential patent license and authorized reseller agreement with a U.S.-based technology integrator to broaden the distribution of

its AI-driven retail technologies.

the agreement, the integrator received a non-exclusive, worldwide license to practice specified Alpha Modus patents covering real-time

shopper analytics, in-store assistance systems, and personalized retail engagement technologies.

In consideration, the partner agreed

to remit royalties based on defined revenue streams derived from licensed implementations.

The agreement also provides reciprocal reseller

rights allowing Alpha Modus to offer certain digital-signage and related services through the partner’s platform infrastructure.

agreement reflects the Company’s broader strategy of combining patent licensing with ecosystem-based commercialization channels.

Patent Enforcement

Company continued to pursue patent enforcement actions in multiple jurisdictions during 2025 as part of its intellectual property monetization

Certain matters have resulted in negotiated resolutions, while other actions remain pending.

The Company intends to continue

enforcing and licensing its intellectual property portfolio where it believes its patented technologies are being practiced without authorization.

can be no assurance as to the timing, outcome, or financial impact of any licensing discussions, enforcement actions, or commercial deployments.

time to time, the Company may be involved in litigation relating to claims arising out of commercial operations in the normal course

As of the Closing Date, 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 set forth below.

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.

The complaint was filed in the United States District

Court for the Eastern District of Texas (Case No.

2:2024-cv-00022), and the case has since been settled.

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.

The complaint was filed in the United States District Court for the Eastern District of Texas (Case No.

2:2024-cv-00919), and the case

is stayed pending settlement discussions.

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, ‘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.

The complaint was filed in the United States District Court for the Eastern District of Texas (Case No.

2:2024-cv-01056),

and the case has since been settled.

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, ‘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.

The complaint

was filed in the United States District Court for the Eastern District of Texas (Case No.

2:2025-cv-00120), and the case has since been

April 15, 2025, Alpha Modus filed a patent infringement lawsuit against Optisigns, Inc.

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.

complaint was filed in the United States District Court for the Southern District of Texas (Case No.

4:2025-cv-01727), and the case has

since been settled.

August 21, 2025, Alpha Modus filed a patent infringement lawsuit against Cooler Screens, Inc.

alleging infringement of several Alpha

Modus patents pertaining to its ‘571 patent, ‘672 patent, and ‘890 patent, which encompass retail marketing, advertising

data-driven technologies to enhance consumers’ in-store experience at the point of decision.

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.

Alpha Modus intends to expand

enforcement of its patent rights throughout 2025, and expects that those expanded patent enforcement efforts will led by its patent counsel,

Dickinson Wright PLLC.

Alpha Modus also has plans to develop an internal sales and marketing staff for licensing or sales upon closing

of the pending transaction with Insight Acquisition Corp, Inc.

The retail advertising markets

in which Alpha Modus competes are rapidly evolving as retailers increasingly adopt in-store digital marketing and inventory management

technologies.

Alpha Modus has invested, and intends to invest, significant resources in ongoing research and development programs because

it believes its ability to generate licensing revenues and grow market position depends, in part, on innovative technologies that offer

a unique value proposition for Alpha Modus licensees and differentiation from competitors’ efforts.

Alpha Modus believes the ‘571

patent family covers a wide range of use cases in its domain and will serve as a cornerstone for gaining market share.

Based upon internal market

research, Alpha Modus believes that there are numerous companies practicing the ‘571 patents, and that in order to practice the

technology claimed by the ‘571 patent, these companies will have no alternative but to become licensees of the ‘571 patent

Business Operations Advantage

With a licensing-centric business

model, Alpha Modus anticipates that it will be able to operate with a small operations team of no more than 6-10 professionals, which

will allow Alpha Modus to not burn significant cash resources and instead focus on results-driven R&D efforts.

R&D efforts will

be led by Alpha Modus’ CEO and Founder, William Alessi, and Chief Sales Officer, Chris Chumas.

William Alessi and Chris Chumas will

lead licensing efforts through infringement enforcement supported by a small internal sales force team.

Alpha Modus has a core focus on

isolating infringement targets and enforcing action to secure licensing.

The range of enforcement suits is vast and wide, but there is

no guarantee that Alpha Modus will be successful in its efforts.

Research and Development

The majority of Alpha Modus

R&D activities occur virtually.

The company’s R&D team also partners with its legal team with the goal of developing further

complimenting technologies to the company’s expanding ‘571 patent family.

Alpha Modus’ R&D

team consists of technical operators and professionals with experience from a wide variety of leading advertising, marketing, legal, technology,

business and brand organizations.

This team of specialists continues to monitor the retail industry and expand the landscape of the ‘571

patent family through new patent applications, and work with litigation counsel to blueprint enforcement and licensing of infringement.

For the years ended December

31, 2024, the Company’s research and development expenses were $0 and $0, respectively.

Near-Term and Long-Term Vision

Alpha Modus intends to begin

generating licensing revenue in 2024 with a steady growth rate in parallel to the current projected industry growth rate cited by Insider

Intelligence.

Alpha Modus believes that the ‘571 patent family could soon become an acquisition target for larger competitors practicing

the ‘571 patent family.

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.

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.

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 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 .

The complaint was filed in the United

States District Court for the Northern District of Illinois (Case No.

1:25-cv-10004), and the case is in its initial pleading stage.

August 25, 2025, Alpha Modus filed a patent infringement lawsuit against A2Z Cust2Mate Solutions Corp.

alleging infringement of several

Alpha Modus patents pertaining to its ‘672 patent, ‘890 patent, ‘880 patent, ‘120 patent, and ‘121 patent,

which encompass retail marketing, advertising data-driven, real-time shopper engagement, digital signage, autonomous retail optimization,

and other technologies to enhance consumers’ in-store experience at the point of decision.

The complaint was filed in the United

States District Court for the Eastern District of Texas (Case No.

2:25-cv-00868), and the case is in its initial pleading stage.

August 29, 2025, Alpha Modus filed a patent infringement lawsuit against The Kroger Company alleging infringement of several Alpha Modus

patents pertaining to its ‘571 patent, ‘672 patent, ‘890 patent, ‘880 patent, ‘120 patent, ‘731 patent,

‘121 patent, and ‘718 patent, which encompass retail marketing, advertising data-driven, real-time shopper engagement, digital

signage, autonomous retail optimization, consumer behavior analysis to optimize product layout, inventory management, and other technologies

to enhance consumers’ in-store experience at the point of decision.

The complaint was filed in the United States District Court

for the Eastern District of Texas (Case No.

2:25-cv-00923), and the case is in the claim construction and discovery stages.

September 4, 2025, Alpha Modus filed a patent infringement lawsuit against Creative Realities, Inc.

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.

The complaint was filed in the United States District Court for the Eastern District of Texas (Case No.

2:25-cv-009311), and the case

is in its initial pleading stage.

September 10, 2025, Alpha Modus filed a patent infringement lawsuit against MNTN, Inc.

alleging infringement of several Alpha Modus patents

pertaining to its ‘571 patent, 890 patent, and ‘731 patent, which encompass retail marketing and advertising data-driven

technologies to enhance consumers’ in-store experience at the point of decision.

The complaint was filed in the United States District

Court for the Western District of Texas (Case No.

1:25-cv-01466), and the case is in its initial pleading stage.

September 12, 2025, Alpha Modus filed a patent infringement lawsuit against Allerin Tech Pvt.

alleging infringement of several Alpha

Modus patents pertaining to its ‘571 patent, ‘825 patent, ‘120 patent, ‘890 patent, ‘880 patent, ‘672

patent, ‘550 patent, ‘731 patent, and ‘121 patent, which encompass retail marketing, advertising data-driven, real-time

shopper engagement, digital signage, autonomous retail optimization, consumer behavior analysis to optimize product layout, inventory

management, and other technologies to enhance consumers’ in-store experience at the point of decision.

The complaint was filed

in the United States District Court for the Eastern District of Texas (Case No.

2:25-cv-00947), and the case is in its initial pleading

September 18, 2025, Alpha Modus filed a patent infringement lawsuit against Mood Media LLC alleging infringement of several Alpha Modus

patents pertaining to its ‘571 patent, ‘825 patent, ‘120 patent, ‘550 patent, ‘890 patent, ‘880 patent,

‘120 patent, and ‘731 patent, which encompass retail marketing, advertising data-driven, real-time shopper engagement, digital

signage, autonomous retail optimization, consumer behavior analysis to optimize product layout, inventory management, and other technologies

to enhance consumers’ in-store experience at the point of decision.

The complaint was filed in the United States District Court

for the Western District of Texas (Case No.

1:25-cv-01527).

In January 2026, Alpha Modus resolved its patent litigation against Mood

Media LLC, and the matter was dismissed with prejudice.

No claims remain pending between the parties.

September 24, 2025, Alpha Modus filed a patent infringement lawsuit against RetailNext Inc.

alleging infringement of several Alpha Modus

patents pertaining to its ‘825 patent, ‘120 patent, ‘550 patent, and ‘890 patent, which encompass retail marketing

and advertising data-driven technologies to enhance consumers’ in-store experience at the point of decision.

The complaint was

filed in the United States District Court for the Eastern District of Texas (Case No.

2:25-cv-00977).

and the case is in its initial

pleading stage.

October 2, 2025, Alpha Modus filed a patent infringement lawsuit against Navori SA and meldCX Pty Ltd.

alleging infringement of several

Alpha Modus patents pertaining to its ‘571 patent, ‘550 patent, ‘890 patent, and ‘731 patent, which encompass

retail marketing and advertising data-driven technologies to enhance consumers’ in-store experience at the point of decision.

complaint was filed in the United States District Court for the Eastern District of Texas (Case No.

2:25-cv-01000).

and the case is in

its initial pleading stage.

October 3, 2025, Alpha Modus filed a patent infringement lawsuit against Sensormatic Electronics, LLC and Johnson Controls International,

PLC alleging infringement of several Alpha Modus patents pertaining to its ‘825 patent, ‘550 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.

The complaint was filed in the United States District Court for the Eastern District of Texas (Case No.

2:25-cv-01003).

and the case is in its initial pleading stage.

October 8, 2025, Alpha Modus filed a patent infringement lawsuit against Lowe’s Companies, Inc.

and Lowe’s Home Centers,

LLC alleging infringement of several Alpha Modus patents pertaining to its ‘672 patent, ‘890 patent, ‘120 patent, ‘731

patent, and ‘550 patent, which encompass systems for real-time inventory management, customer assistance, personalized in-store

advertising, dynamic store layout optimization, and behavioral data-driven retail engagement.

The complaint was filed in the United States

District Court for the Eastern District of Texas (Case No.

2:25-cv-01026), and the case is in its initial pleading stage.

October 22, 2025, Alpha Modus filed a patent infringement lawsuit against 7-Eleven, Inc.

alleging infringement of several Alpha Modus

patents pertaining to its ‘571 patent, ‘890 patent, ‘880 patent, ‘120 patent, ‘731 patent, ‘550 patent,

‘121 patent, and ‘718 patent, which encompass the capability to analyze consumer behavior and product interaction in real-time,

which allows businesses to dynamically adjust their marketing strategies to meet the immediate needs of consumers at pivotal purchasing

decision moments.

The complaint was filed in the United States District Court for the Eastern District of Texas (Case No.

2:25-cv-01060),

and the case is in its initial pleading stage.

November 3, 2025, Alpha Modus filed a patent infringement lawsuit against Adroit Worldwide Media, Inc.

alleging infringement of several

Alpha Modus patents pertaining to its ‘672 patent, ‘890 patent, ‘880 patent, and ‘121 patent, which encompass

systems that enable real-time inventory management, personalized shopper engagement, and automated frictionless-checkout experiences.

The complaint was filed in the United States District Court for the Central District of California (Case No.

8:25-cv-02471), and the

case is in its initial pleading stage.

November 12, 2025, Alpha Modus filed a patent infringement lawsuit against Atliq Technologies Pvt.

alleging infringement of several

Alpha Modus patents pertaining to its ‘571 patent, ‘672 patent, ‘890 patent, and ‘550 patent, which encompass

the capability to analyze consumer behavior and product interaction in real-time, which allows businesses to dynamically adjust their

marketing strategies to meet the immediate needs of consumers at pivotal purchasing decision moments.

The complaint was filed in the

United States District Court for the Eastern District of Texas (Case No.

2:25-cv-01120), and the case is in its initial pleading stage.

November 14, 2025, Alpha Modus filed a patent infringement lawsuit against Industria De Diseño Textil, S.A., and Zara USA, Inc.,

alleging infringement of several Alpha Modus patents pertaining to its ‘890 patent, ‘880 patent, ‘731 patent, and ‘121

patent, which encompass the capability to analyze consumer behavior and product interaction in real-time, which allows businesses to

dynamically adjust their marketing strategies to meet the immediate needs of consumers at pivotal purchasing decision moments.

The complaint

was filed in the United States District Court for the Eastern District of Texas (Case No.

2:25-cv-01125), and the case is in its initial

pleading stage.

November 21, 2025, Alpha Modus filed a patent infringement lawsuit against V-Count Global Holding Ltd., alleging infringement of several

Alpha Modus patents pertaining to its ‘825 patent, ‘672 patent, ‘890 patent, ‘120 patent, ‘880 patent,

‘731 patent, ‘550 patent, and ‘121 patent, which encompass systems that enable real-time inventory management, personalized

shopper engagement, and automated frictionless-checkout experiences.

The complaint was filed in the United States District Court for

the Eastern District of Texas (Case No.

2:25-cv-01145), and the case is in its initial pleading stage.

November 21, 2025, Alpha Modus filed a patent infringement lawsuit against Stratacache, Inc., alleging infringement of several Alpha

Modus patents pertaining to its ‘120 patent, ‘880 patent, ‘890 patent, ‘550 patent, ‘731 patent, ‘121

patent, and ‘718 patent, which encompass systems that enable real-time inventory management, personalized shopper engagement, and

automated frictionless-checkout experiences.

The complaint was filed in the United States District Court for the Central District of

California (Case No.

2:25-cv-11234), and the case is in its initial pleading stage.

December 1, 2025, Alpha Modus filed a patent infringement lawsuit against H&M Fashion USA, Inc., alleging infringement of several

Alpha Modus patents pertaining to its ‘890 patent, ‘120 patent, ‘880 patent, ‘731 patent, and ‘121, which

encompass methods and systems for monitoring shopper behavior, analyzing product interactions, optimizing product placement, managing

inventory in real time, and enabling seamless in-store purchase experiences.

The complaint was filed in the United States District Court

for the Eastern District of Texas (Case No.

2:25-cv-01182), and the case is in its initial pleading stage.

Modus’ headquarters is a virtual facility with an address in Cornelius, North Carolina.

Having a virtual headquarters has allowed

Alpha Modus to operate with minimal overhead that was not needed to support its current staff.

Operations, research and development functions

are currently conducted virtually, and Alpha Modus believes its current virtual facility is adequate and suitable for its current needs.

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.

Modus’ principal executive offices are located at 20311 Chartwell Center Drive, #1469, Cornelius, North Carolina, 28031.

Modus’ website address is www.AlphaModus.com .

Information contained on or accessible through Alpha Modus’ website

is not a part of this prospectus, and the inclusion of Alpha Modus’ website address in this proxy statement/prospectus is an inactive

textual reference only.

Business Combination

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.

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.

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”).

stockholders of Alpha Modus, Corp.

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

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.

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.

Additionally, the Company

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

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.

(“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.

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.

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.

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.

in Connection with Business Combination

October 23, 2024, Alpha Modus Holdings, Inc.

(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).

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

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).

Pursuant the SPA, Alpha Modus, Corp.

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”).

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.

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.

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.

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.

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 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

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.

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.

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

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.

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.

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.

April 28, 2025, the Company and the Investor entered into a second amendment to the Note (the “Second Amendment”) providing

that (i) the 20% prepayment penalty under the Note was eliminated, but the outstanding balance of the Note was increased to $3,597,501.71

(i.e., the outstanding balance under the Note as of April 28, 2025, plus the prepayment penalty of 20% as of April 28, 2025), (ii) the

Company would have the right on up to three occasions to extend the monthly payment start date for one month, with the outstanding balance

automatically increasing by one percent for each extension, (iii) the monthly payments would equal $582,000 plus all accrued but unpaid

interest, (iv) the floor price was reduced to $1.25, (v) the Investor’s beneficial ownership limitation was increased to 9.99%,

(vi) the Company agreed to hold a stockholder meeting within 60 days to approve the issuances to the Investor under the Note and under

an equity line of credit agreement with the Investor in excess of the Exchange Cap (as such term was defined in the Note), (vii) the

Company agreed to sell the Investor 1,250,000 shares of common stock (the “Pre-Delivery Shares”) for $125, which Pre-Delivery

Shares shall be used by the Investor only as pre-delivery shares under the Note and a future equity line of credit agreement between

the Company and the Investor, (viii) the Company agreed to file a registration statement to register the Pre-Delivery Shares and other

shares of common stock issuable to the Investor upon conversion of the Note, and (ix) the Investor provided its written consent to the

Company entering into the Patent Monetization Agreement and Option Agreement described below.

registration statement registering shares for resale by the Investor was filed by the Company with the SEC pursuant to the Company’s

obligations under the Second Amendment to register Pre-Delivery Shares and other shares of common stock issuable to the Investor upon

conversion of the Note (of which 1,250,000 Pre-Delivery Shares and 3,000,000 other conversion shares were registered for resale in that

registration statement).

That registration statement was declared effective by the SEC on May 23, 2025.

On May 29, 2025, the Investor

converted $767,000 of the Note into 613,600 shares of Company common stock.

On June 11, 2025, the Investor converted $125,000 of the

Note into 100,000 shares of Company common stock.

On July 10, 2025, the Investor converted $162,500 of the Note into 130,000 shares of

Company common stock.

On July 16, 2025, the Investor converted $150,000 of the Note into 120,000 shares of Company common stock.

23, 2025, the Investor converted an aggregate of $2,545,500 of the Note into 2,036,400 shares of Company common stock, leaving a balance

due to the Investor under the Note of approximately $11,312.28, which the Company paid on July 23, 2025, satisfying the note in full.

On or about July 25, 2025, the Company repurchased the 1,250,000 Pre-Delivery Shares from the Investor for $125, and on or about August

6, 2025, the Pre-Delivery Shares were returned to the Company by the Investor and cancelled.

Combination Closing

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.

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.

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’ financial statements for previous periods will be disclosed in the Company’s future

periodic reports filed with the SEC.

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.

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.

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.

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.

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.

Recent Developments

April 28, 2025, the Company entered into a Patent Monetization Agreement (the “Patent Monetization Agreement”) with Alpha

Modus Ventures, LLC, a North Carolina limited liability company controlled by the Company’s Chief Executive Officer, William Alessi

(“AMV”), pursuant to which the Company agreed to provide litigation funding to AMV in connection with AMV’s recently

filed patent litigation suit against Broadcom Inc.

for infringement of AMV’s patents relating to methods and apparatus for transporting

of fibre channel data over ethernet (U.S.

11,108,591, 11,303,473, and 11,310,077), and the parties agreed that the gross

proceeds from the litigation would first be paid to the Company until it has received the return of amounts funded for the litigation,

and then 65% to the Company until it has received a five times return, then 45% to the Company until it has received an additional two

times return, and then 35% to the Company.

April 28, 2025, and in connection with entering into the Patent Monetization Agreement, the Company entered into an Option Agreement

(the “Option Agreement”) with AMV’s owners (Janbella Group, LLC, an entity controlled by Mr.

Alessi, and Chris Chumas,

the Company’s Chief Sales Officer), pursuant to which the Company received the right to acquire AMV from its owners for an option

exercise price consisting of the following:

(i) the termination by the Company of the Patent Monetization Agreement and AMV’s related

payment obligations to the Company under the Patent Monetization Agreement, (ii) the payment of $300,000 to Janbella Group, LLC (in satisfaction

of which Janbella Group, LLC will release AMV of its $300,000 repayment obligation to Janbella Group, LLC) as soon as the Investor (defined

above) has been repaid in full, and (iii) the issuance by the Company to AMV’s owners in the aggregate of a number of shares of

common stock equal to $35,000,000 divided by the closing price of the Company’s common stock immediately prior to closing, which

closing shall not occur until the Company’s shareholders have approved such transaction and issuance of common stock as required

by Nasdaq’s listing rules.

Company has not made any payments or assisted with any litigation funding under the Patent Monetization Agreement, and the Company does

not expect to receive any payments under that agreement, nor does it expect to exercise any right to acquire AMV pursuant to the Option

May 27, 2025, the Company entered into an exchange agreement (the “Exchange Agreement”) with four family trusts of the Company’s

CEO, William Alessi, pursuant to which the trusts would exchange an aggregate of 3,200,000 shares of Series C Preferred Stock (800,000

shares held in the name of The WRA 2023 Irrevocable Trust, 800,000 shares held in the name of The Janet Alessi 2023 Irrevocable Trust,

800,000 shares held in the name of The Isabella Alessi 2023 Irrevocable Trust, and 800,000 shares held in the name of The Kim Alessi

Richter Irrevocable Trust, all of which are deemed to be beneficially owned by Mr.

Alessi as Mr.

Alessi’s spouse is the trustee

of each of the trusts) for an aggregate of 26,079,868 shares of Class A common stock (with each of the trusts being issued 6,519,967

shares of common stock).

In the Exchange Agreement, each of the trusts agreed not to sell or otherwise transfer the shares of common

stock to be received in the exchange until June 13, 2026 (except for permitted transfers to an affiliate).

On or about June 29, 2025,

the trusts’ 3,200,000 preferred shares were cancelled, and 26,079,868 shares of common stock were issued to the trusts.

July 15, 2025, the Company issued a promissory note to The Alessi 2023 Irrevocable Trust, one of the family trusts of the Company’s

CEO, William Alessi, in the original principal amount of $2,142,857, in consideration of $1,500,000 in funding received by the Company

from the ender on or about July 10, 2025.

The note accrues interest at eight percent (8%) per annum, matures on April 30, 2026, and is

convertible into shares of common stock of the Company at the election of the holder at a $5.00 per share conversion price.

described above, as of July 23, 2025, the note issued to Streeterville Capital, LLC had been fully satisfied.

September 16, 2025, the Company issued a promissory note to The Alessi 2023 Irrevocable Trust, one of the family trusts of the Company’s

CEO, William Alessi, in the original principal amount of $714,286, in consideration of $500,000 in funding received by the Company from

the Lender on or about September 16, 2025.

The note accrues interest at eight percent (8%) per annum, matures on September 15, 2026,

and is convertible into shares of common stock of the Company at the election of the holder at a $5.00 per share conversion price.

October 19, 2025, the Company entered into a securities purchase agreement (the “Haase-Dubosc Securities Purchase Agreement”)

with the Nancy Helen Wallace and Gerard Haase-Dubosc Family Trust (the “Haase-Dubosc Trust”), pursuant to which the Company

issued (i) a convertible promissory note to the Haase-Dubosc Trust in the original principal amount of $400,000 (the “Haase-Dubosc

Note”), and (ii) warrants to purchase 363,636 shares of Company Class A common stock at an exercise price of $1.10/share, for a

total purchase price of $400,000 (the “Haase-Dubosc Warrants”).

The Haase-Dubosc Note accrues interest at 7% per annum, matures

on October 15, 2026, and is convertible into shares of common stock of the Company at the election of the holder at any time 6 months

following issuance of the note at a fixed, non-variable conversion price equal to 80% of the 5-day volume-weighted average price on the

first trading day following issuance of the note, or $0.896/share.

The Haase-Dubosc Note and Haase-Dubosc Warrants were issued to the

Haase-Dubosc Trust on October 19, 2025.

December 2, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with AIFirst

Ventures LLC (“AIFirst”), pursuant to which the Company issued (i) a convertible promissory note to AIFirst in the original

principal amount of $250,000 (the “AIFirst Note”), and (ii) a common stock purchase warrant to AIFirst to purchase 1,000,000

shares of Company Class A common stock at an exercise price of $1.00/share (the “AIFirst Warrant”), for an aggregate purchase

price of $250,000.

The AIFirst Note does not accrue interest, matures on October 30, 2026, and is convertible into shares of Class A

common stock of the Company at the election of the holder at any time 6 months following issuance of the note at a fixed, non-variable

conversion price equal to 80% of the 5-day volume-weighted average price on the first trading day following issuance of the note (or

$0.617, based on the 5-day volume-weighted average price on December 3, 2025, of approximately $0.771).

The purchase price was paid by

AIFirst to the Company on December 2, 2025, and the AIFirst Note and AIFirst Warrant were issued by the Company to AIFirst effective

as of December 2, 2025.

December 30, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Alexander

Haase-Dubosc, pursuant to which the Company issued a convertible promissory note to the investor in the original principal amount of

$110,000 for a purchase price of $100,000.

The note accrues interest at 7% per annum, matures on December 29, 2026, and is convertible

into shares of Class A common stock of the Company at the election of the holder at any time 6 months following issuance of the note

at a fixed, non-variable conversion price equal to 80% of the 5-day volume-weighted average price on the first trading day following

issuance of the Note (the 5-day VWAP on December 31, 2025).

The purchase price was paid by the investor to the Company on December 30,

2025, and the note was issued by the Company to the investor effective as of December 30, 2025.

Growth Company

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business

Startups Act of 2012 (the “ JOBS Act ”).

As such, we are eligible to take advantage of certain exemptions from various

reporting requirements that are applicable to other public companies that are not “emerging growth companies” including,

but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of

2002 (the “ Sarbanes-Oxley Act ”), reduced disclosure obligations regarding executive compensation in our periodic reports

and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder

approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive as a result,

there may be a less active trading market for our securities and the prices of our securities may be more volatile.

will remain an emerging growth company until the earlier of:

(1) the last day of the fiscal year (a) ending December 31, 2026, (b) in

which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which

means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s

second fiscal quarter;

and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year

References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Reporting Company

Additionally,

we are 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.

We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held

by non-affiliates exceeds $250 million as of the prior June 30, or (ii) our annual revenues exceeded $100 million during such completed

fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30.

virtue of the fact that Alpha Modus’ CEO, William Alessi, is deemed to beneficially own shares of stock having more than 50% of

the total voting power of the shares of our capital stock, we qualify as a “controlled company” within the meaning of the

corporate governance standards of the Nasdaq.

Under these rules, a listed company of which more than 50% of the voting power is held

by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance

requirements, including the requirement that (i) a majority of our board consist of independent directors, (ii) we have a compensation

committee that is composed entirely of independent directors, and (iii) we have a nominating/corporate governance committee that is composed

entirely of independent directors.

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.

Modus’ principal executive offices are located at 20311 Chartwell Center Drive, #1469, Cornelius, North Carolina, 28031.

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

YOU CAN GET ADDITIONAL INFORMATION

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.

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 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business