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Item 8. Financial Statements and Supplementary Data

2026-03-31 compared with 2025-04-15 · 727 added, 354 removed, 896 unchanged (55% of the section changed)

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STATEMENT TABLE OF CONTENTS

of Independent Registered Public Accounting Firm (PCAOB Firm ID No.

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID No.

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statement of Operations for the years ended December 31, 2024 and 2023

Consolidated Statements of Operations for the years ended December 31, 2025 and 2024

Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2025 and 2024

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Footnotes to the Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

of Directors and Stockholders

on the Financial Statements

have audited the accompanying balance sheets of Alpha Modus Corp.

(the “Company”) as of December 31, 2023 and 2022, and the

related statements of operations, changes in stockholders’ deficit, and cash flows for each of the two years in the period ended

December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the

results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting

principles generally accepted in the United States of America.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

2 to the financial statements, the Company has suffered recurring losses and has stockholders’ deficit that raise substantial doubt

about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Stone & Company, L.L.P

have served as the Company’s auditor from 2023 to 2024.

3, 2024, except for the effects of the reverse recapitalization completed by the Company on December 13, 2024 as disclosed in Notes 1

and 10 as to which the date is April 15, 2025.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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on the Financial Statements

have audited the accompanying consolidated balance sheet of Alpha Modus Holdings, Inc.

have audited the accompanying consolidated balance sheets of Alpha Modus Holdings, Inc.

and its subsidiaries (collectively, the “Company”)

as of December 31, 2024, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year

then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of

their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United

States of America.

as of December 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ deficit, and cash flows

for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and

2024, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally

accepted in the United States of America.

Concern Matter

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Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

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securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit

As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

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Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

We believe that our audits

provide a reasonable basis for our opinion.

MaloneBailey, LLP

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MODUS HOLDINGS, INC.

INSIGHT ACQUISITION CORP.)

BALANCE SHEETS

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Current assets

Royalty receivable

Prepaid expenses

Other receivable

Employee advance

Franchise tax receivable

Total current assets

Property, plant and equipment, net

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT

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Accrued liabilities

Accrued liabilities payable to related party

Accrued interest payable to related party

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Financing payable

Convertible notes payable, net of discount

Convertible notes payable - related party, net of discount

Note payable - related party

Convertible notes payable

Note payable - related party, net of discount

Earnout shares and sponsor earnout shares liability

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Total current liabilities

Convertible notes payable, net of discount

Convertible notes payable, net of discount, non-current

Total liabilities

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Mezzanine equity

Series C preferred stock, $ 0.001 par value, 8,500,000 shares authorized, 7,500,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively

Series C preferred stock, $ 0.001 par value, 8,500,000 shares authorized, 4,300,000 and 7,500,000 shares issued and outstanding as of December 31, 2025 and 2024, respectively

Stockholders’ deficit

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( 48,950,162 )

( 80,600,359 )

Total liabilities, mezzanine equity and stockholders’ deficit

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MODUS HOLDINGS, INC.

INSIGHT ACQUISITION CORP.)

STATEMENTS OF OPERATIONS

December 31, 2025

December 31, 2024

For the Years Ended

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December 31, 2024

Royalty Income

Operating expenses

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Operating loss

( 5,244,188 )

Other income (expenses)

Patent infringement income

Interest income

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Change in fair value of warrants liability

Loss on settlement of debt

Forbearance fee expense

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Interest expense

( 3,981,641 )

Total other income (expense)

( 2,777,047 )

Income (loss) before income tax expense

( 8,021,235 )

Income tax expense

Net income (loss)

$ ( 8,021,235 )

Income (loss) per share, class A common stock – basic

Loss per share, class A common stock – basic

Weighted average number of shares of class A common stock – basic

Income (loss) per share, class A common stock – diluted

Loss per share, class A common stock – diluted

Weighted average number of shares of class A common stock – diluted

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MODUS HOLDINGS, INC.

INSIGHT ACQUISITION CORP.)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Preferred Stock

Stockholders’

Common Stock ($0.0001 Par)

Additional Paid-in

Total Stockholders’

Balance, December 31, 2023

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$ ( 965,324 )

Purchase of treasury stock that was cancelled

Imputed interest discounts on related party notes

Conversion of preferred series A to common stock

( 5,100,000 )

Conversion of preferred series B to common stock

Net loss for the year

Balance, December 31, 2023

( 3,662,806 )

Imputed interest discounts on related party notes

Shares issued for note extension with related party

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Shares issued for forbearance fee

Net income for the year

Net income (loss)

Net loss for the year

Balance, December 31, 2024

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( 80,600,359 )

( 93,828,392 )

( 80,600,359 )

Shares issued for services

Shares issued for conversion of accrued interest

Shares issued for financing incentive

Shares issued for conversion of note payable

Shares issued for conversion of preferred series C shares

Shares repurchased and cancelled

( 1,250,000 )

Warrants issued with convertible notes payable

Reversal of excise tax liability

Net loss for the year

( 8,021,235 )

Net loss for the year

( 8,021,235 )

Balance, December 31, 2025

$ ( 99,501,325 )

$ ( 48,950,162 )

$ ( 99,501,325 )

$ ( 48,950,162 )

accompanying notes are an integral part of the consolidated financial statement.

MODUS HOLDINGS, INC.

INSIGHT ACQUISITION CORP.)

STATEMENTS OF CASH FLOWS

For the Year Ended

December 31, 2025

December 31, 2024

For the Years Ended

December 31, 2025

December 31, 2024

Cash flows from operating activities:

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Shares issued for services

Shares issued for forbearance fee

Default penalties and interest on notes payable

Change in fair value of warrant liability

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( 1,053,084 )

Stock issued for forbearance fee

( 18,731,514 )

Loss on extinguishment of debt

Change in assets and liabilities:

Royalty receivable

Other receivable

Prepaid expenses

Other receivables

Employee advance

Accounts payable and accrued expenses

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( 3,210,182 )

( 1,676,499 )

Cash flows from investing activities:

Purchase of property, plant and equipment

Cash acquired with merger

Acquisition cots

Net cash used in investing activities

Acquisition costs

Net cash provided by investing activities

Cash flows from financing activities:

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Proceeds from convertible notes payable

Repayment of convertible notes payable

Proceeds from financing payable

Repurchase of common stock to cancel

Repayment of financing payable

Proceeds from sale of common stock

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Cash paid for taxes

Supplemental non-cash information

Supplemental non-cash investing and financing information

Common shares issued as financing incentive

Common shares issued from conversion of preferred series C shares

Common shares issued from conversion of convertible notes payable

Warrants issued with convertible notes payable

Reversal of excise tax liability

Net assets and liabilities assumed in the merger

$ ( 25,236,215 )

Conversion of preferred series A stock into common stock

Conversion of preferred series B stock into common stock

Common shares cancelled per forfeiture agreement

Common shares cancelled for reimbursement of expenses

Common shares issued for note extension with related party

Renegotiated notes payable

Shares issued to related party applied directly against accumulated deficit

Discounts on notes payable applied directly against accumulated deficit

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MODUS HOLDINGS, INC.

INSIGHT ACQUISITION CORP.)

TO CONSOLIDATED FINANCIAL STATEMENTS

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is unpaid from November 1, 2024 until paid in full.

we previously believed that the Excise Tax may have applied to redemptions of our Class A common stock in connection with our Business

Combination completed in 2024, based on the November 24, 2025, final regulations, we no longer believe the Excise Tax applies to the

Company’s prior common stock redemptions, since those redemptions occurred solely with respect to redeemable stock issued by the

Company in its original IPO in September 2021, such that those redemptions are not treated as stock repurchases for purposes of IRC Section

4501 because that stock was outstanding prior to August 16, 2022.

Accordingly, as of December 31, 2025, the Company’s financial

statements reflect the removal of the Excise Tax liability of $ 2,348,302 .

our conclusions regarding the applicability of the transition relief provided by the November 24, 2025, final regulations described above

are incorrect, we could still be subject to liability arising from the Excise Tax.

2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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of Consolidation

accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.

All significant intercompany

balances and transactions have been eliminated in consolidation.

accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

All significant

intercompany balances and transactions have been eliminated in consolidation.

and Going Concern

have incurred recurring losses since inception and expect to continue to incur losses since the Company does not have any revenue stream.

have incurred recurring losses since inception and expect to continue to incur losses.

On December 31, 2025, we had $ 68,000 in cash.

Our net income incurred for the year ended December 31, 2024 was $ 4,103,067 , but was a

result of changes in fair value of derivative liabilities.

Our net loss incurred for the year ended December 31, 2025 was $ 8,021,235 .

The working capital deficit was $ 7,787,704 on December 31,

there is substantial doubt about our ability to continue as a going concern.

In the event that we are unable to generate sufficient cash

from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise

impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition

and long-term prospects.

The Company expects to seek to obtain additional funding through increased revenues and future financings.

can be no assurance as to the availability or terms upon which such financing and capital might be available.

The accompanying financial

statements have been prepared assuming that the Company will continue as a going concern.

As a result, there is substantial doubt about our ability to continue as a going concern.

In the event that we are unable to generate

sufficient cash from our operating activities or raise additional funds, we may be required to delay, reduce or severely curtail our

operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results,

financial condition and long-term prospects.

The Company expects to seek to obtain additional funding through increased revenues and

future financings.

There can be no assurance as to the availability or terms upon which such financing and capital might be available.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

and Cash Equivalent

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to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

receivable is comprised of uncollateralized customer obligations due under normal trade terms.

The Company performs ongoing credit evaluation

of its customers and management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers,

historical trends, and other information.

The carrying amount of accounts receivable is reviewed periodically for collectability.

management determines that collection is unlikely, an allowance that reflects management’s best estimate of the amounts that will

not be collected is recorded.

is recognized in accordance with ASC 606.

The Company performs the following five steps:

(i) identify the contract(s) with a customer,

(ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price

to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is

probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.

At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services

promised within each contract related performance obligation and assesses whether each promised good or service is distinct.

recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the

performance obligation is satisfied.

recognition occurs at the time sales are recorded by the customers, in accordance with royalty agreements, provided there are no material

remaining performance obligations required of the Company or any matters of customer acceptance.

Patent Infringement Income

The Company has determined that income derived from patent infringement

settlements are not in line with the Company’s main revenue stream of patent royalties and that these patent infringement settlements

should be recorded as other income.

If funds are received by the Company’s legal counsel and legal fees are withheld from these

funds, then the income would be reported as the net amount received by the Company from its legal counsel.

Any funds received directly

by the Company will be recorded at the gross amount received, with any related legal fees paid would be recorded as legal fees.

preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

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(Loss) Income Per Common Share

income (loss) per common share is computed by dividing net income (loss) by the weighted average common shares outstanding during

the year as defined by FASB, ASC Topic 260, Earnings per Share .

Basic earnings per common share (“EPS”)

calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the

Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common

shares and dilutive common share equivalents outstanding.

The Company has 26,534,773

dilutive shares of common stock derived from two convertible notes and the series C preferred stock as of December 31, 2024 and zero

dilutive shares of common stock as of December 31, 2023.

income (loss) per common share is computed by dividing net income (loss) by the weighted average common shares outstanding during the

year as defined by FASB, ASC Topic 260, Earnings per Share .

Basic earnings per common share (“EPS”) calculations are

determined by dividing net income by the weighted average number of shares of common stock outstanding during the year.

Diluted earnings

per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common

share equivalents outstanding.

The Company has 43,419,690 and 26,534,773 dilutive shares of common stock derived from six convertible

notes and the series C preferred stock as of December 31, 2025 and 2024, respectively.

calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public

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ended December 31, 2025 and 2024.

Stock-Based Compensation

For stock-based transactions, compensation expense

is recognized over the requisite service period, which is generally the vesting period, based on the estimated fair value on the grant

date of the award.

Company issued various notes payable to related parties.

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C Preferred Stock

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

The Amended and Restated Charter authorizes the issuance of 8,500,000 shares of preferred stock, 7,500,000 shares of which have been

designated as Series C Redeemable Convertible Preferred Stock (“Series C Preferred Stock”), and 1,000,000 shares of which

will be undesignated.

Based on the characteristics and rights of the Series C Preferred Stock, the Company is reporting it as Mezzanine

Equity (Temporary Equity) on its consolidated balance sheets.

These shares were valued at the date of issuance using a Monte Carlo Simulation

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

Redemption becomes probable of occurring.

See Note 9 – Mezzanine Equity for further details.

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

The Amended and Restated Charter authorizes the issuance of 8,500,000

shares of preferred stock, 7,500,000

shares of which have been designated as Series C Redeemable Convertible Preferred Stock (“Series C Preferred Stock”),

and 1,000,000

shares of which will be undesignated.

Based on the characteristics and rights of the Series C Preferred Stock, the Company is

reporting it as Mezzanine Equity (Temporary Equity) on its consolidated balance sheets.

These shares were valued at the date of

issuance using a Monte Carlo Simulation model.

The Company determined that subsequent changes to the carrying value of the series C

preferred shares will not be recognized until Redemption becomes probable of occurring.

Alpha Modus shall be obligated to pay

holders the Liquidation Value to redeem the Series C Preferred Stock upon the occurrence of a Deemed Liquidation Event (as defined

below) or Trigger Event (as defined below).

“Deemed Liquidation Event” generally means (a) a merger or consolidation

where Alpha Modus or a subsidiary is a party to the merger and Alpha Modus issues shares of stock (except for domicile mergers and

mergers not constituting a change of control);

(b) Alpha Modus issues convertible or equity securities that senior to the Series C

Preferred Stock in any respect;

within 5 trading days due to the occurrence of an event that is solely within the control of Alpha Modus;

(d) trading of the common

stock is halted or suspended for 10 or more consecutive trading days due to the occurrence of an event that is solely within the

control of Alpha Modus;

or (e) a sale or other disposition of substantially all the assets of Alpha Modus that is not approved by

the holders of the Series C Preferred Stock.

See Note 9 – Mezzanine Equity and Note 10 – Stockholders’ Equity for

further details.

Accounting Pronouncements

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Management does not believe that any recently issued, but not yet effective, accounting standards if currently

adopted would have a material effect on the accompanying consolidated financial statements.

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , requiring

public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim

and annual basis.

Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07,

as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis.

The Company adopted

ASU 2023-07 during the year ended December 31, 2024.

See Note 12 – Segment Information for further details.

adopted would have a material effect on the accompanying consolidated financial statements, except as noted below.

Company adopted ASU 2023-09 – “Income Tax Disclosures” required for periods beginning after December 31, 2024.

Company has provided additional disclosures in the income tax footnote (see Note 11) as required.

Company has elected the early adoption of ASU 2025-11 for clarifying and improving interim reporting guidance under ASC 270.

no material changes to the Company’s financial reporting under this guidance.

3 – RELATED PARTY TRANSACTIONS

2021, William Alessi (“Alessi”), an officer and director of the Company, loaned the Company $ 89,929 and received a payment

of $ 4,000 , for a net of $ 85,929 .

The loan is informal, unsecured, due on demand and bears 10 % interest.

The accrued interest as of December

31, 2023 was $ 3,612 .

The accrued interest as of December 31, 2024 was $ 6,049 .

In 2023, the Company made payments of $ 61,958 towards the

balance of the loan.

On April 17, 2024, the Company paid the remaining balance of $ 23,972 .

As of December 31, 2024 and 2023, the balance

was $ 0 and $ 23,972 , respectively.

January 17, 2023, the Company and Janbella Group, LLC (“Janbella”), which is controlled by Alessi, entered into a secured

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During the year ended December 31, 2024,

the Company amortized $ 35,753 of this discount.

As of December 31, 2023, there is a remaining balance of $ 1,747 left of the OID.

the year ended December 31, 2024, the Company amortized the remaining balance of $ 1,747 of this discount.

There was a one-time interest

charge of 10 %, or $ 41,250 , which was recorded as original interest discount and is being amortized over the life of the original note

ending on January 17, 2024.

During the year ended December 31, 2023, the Company amortized $ 39,329 of this discount.

As of December 31,

2023, there was a balance remaining of $ 1,921 .

During the year ended December 31, 2024, the Company amortized the remaining balance of

$ 1,921 of this discount.

On March 29, 2024, the Company extended this note to June 7, 2024 and issued 1,400,000 shares of common stock

to the JanBella.

The stock was valued at $ 0.025 per share for a total value of $ 35,000 .

The Company recorded the charge of $ 35,000 as

a debt discount and amortized $ 35,000 as debt discount interest expense during the year ended December 31, 2024.

the Company amortized the remaining balance of $ 1,747 of this discount.

There was a one-time interest charge of 10 %, or $ 41,250 , which

was recorded as original interest discount and is being amortized over the life of the original note ending on January 17, 2024.

the year ended December 31, 2023, the Company amortized $ 39,329 of this discount.

As of December 31, 2023, there was a balance remaining

During the year ended December 31, 2024, the Company amortized the remaining balance of $ 1,921 of this discount.

29, 2024, the Company extended this note to June 7, 2024 and issued 1,400,000 shares of common stock to the JanBella.

The stock was valued

at $ 0.025 per share for a total value of $ 35,000 .

The Company recorded the charge of $ 35,000 as a debt discount and amortized $ 35,000

as debt discount interest expense during the year ended December 31, 2024.

On August 18, 2025, the Company renegotiated the note with

All JanBella notes were in default, so have been treated as one negotiation (see August 18, 2025 note below).

As of December

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As of December 31, 2024, the balance of this discount

was $ 18,157 .

During the year ended December 31, 2024, the Company amortized $ 18,157 of this discount.

As of December 31, 2024, the balance

of this discount was $ 0 .

All assets of the Company are collateral for the note.

As of December 31, 2024 and 2023, the balance on this

note was $ 300,000 .

On August 18, 2025, the Company renegotiated the note with JanBella.

JanBella notes were in default, so have been treated as one negotiation (see August 18, 2025 note below).

As of December 31, 2025 and

2024, the balance on this note was $ 0 and $ 300,000 , respectively.

November 6, 2023, the Company and Janbella entered into an 0 % Senior Secured Promissory Note for $ 221,941 .

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As of December 31, 2024, the balance of this discount

was $ 13,713 .

During the year ended December 31, 2024, the Company amortized $ 13,713 of this discount.

As of December 31, 2024, the balance

of this discount was $ 0 .

All assets of the Company are collateral for the note.

As of December 31, 2024 and 2023, the balance on this

note was $ 221,941 .

On August 18, 2025, the Company renegotiated the note with JanBella.

JanBella notes were in default, so have been treated as one negotiation (see August 18, 2025 note below).

As of December 31, 2025 and

2024, the balance on this note was $ 0 and $ 221,941 , respectively.

February 28, 2024, the Company and Janbella entered into a verbal agreement for a $ 100,000 0 % Senior Secured Promissory Note.

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On December 13, 2024 as part of the business combination, the Company paid $ 100,000 on this balance.

As of December

31, 2024 and 2023, the balance on this note was $ 400,000 and $ 0 , respectively.

the fiscal year ending December 31, 2023, the Company agreed to reimburse Mr.

Alessi $ 208,433 for the cancellation of 90,165,908 shares

and the potential acquisition of Alpha Modus Corp.

by Insight Acquisition Corp.

Payments of $ 120,083 had been made during 2023, leaving

a balance due to Mr.

Alessi of $ 88,350 as of December 31, 2023.

During the year ended December 31, 2024, the Company made payments of

$ 88,350 , leaving a balance due of $ 0 .

On August 18, 2025,

the Company renegotiated the note with JanBella.

All JanBella notes were in default, so have been treated as one negotiation (see August

18, 2025 note below).

As of December 31, 2025 and 2024, the balance on this note was $ 0 and $ 400,000 , respectively.

March 14, 2025, the Company and Janbella entered into a verbal agreement for an additional $ 400,000 0 % Senior Secured Promissory Note.

Between March and April, 2025, the Company received $ 400,000 as part of this verbal agreement.

On May 5, 2025, the Company paid $ 400,000

towards the balance of this note.

During June 2025, the Company received an additional $ 400,000 under the verbal agreement.

2025, the Company repaid the additional $ 400,000 .

As of December 31, 2025 and 2024, the balance on this note was $ 0 and $ 0 , respectively.

August 18, 2025, the Company renegotiated the notes with JanBella.

All notes were in default.

In the new agreement, JanBella elected

to retain the default penalties and interest on the notes and elected to forgive the default status and extend the notes to February

The adjusted balance of the notes with the default penalties and interest is $ 2,747,038 .

The Company recognized interest expense

of $ 1,276,447 for the default penalties and interest on the notes.

The interest rate on all notes was set at 8.00 % and the notes became

convertible at a fixed price of $ 1.10 .

The Company is currently negotiating extensions for these notes.

As of December 31, 2025 and 2024,

the balance on this consolidated note was $ 2,747,308 and $ 0 and accrued interest was $ 82,411 and $ 0 , respectively.

July 10, 2025, the Company and The Alessi 2023 Irrevocable Trust entered into an unsecured Promissory Note for $ 2,142,857 .

The note matures on April

The interest rate is 8.00 %.

An original interest discount was included on this note of $ 642,857 .

This discount is being amortized

over the life of the original note ending on April 30, 2026.

This note is convertible at a fixed price of $ 5.00 .

During the year ended

December 31, 2025, the Company amortized $ 306,458 of this discount.

As of December 31, 2025 and 2024, the balance was $ 2,142,857 and

$ 0 , with accrued interest $ 82,857 and $ 0 , respectively.

September 16, 2025, the Company and The Alessi 2023 Irrevocable Trust entered into an unsecured Promissory Note for $ 714,286 .

The note matures on

September 15, 2026 .

The interest rate is 8.00 %.

An original interest discount was included on this note of $ 214,286 .

This discount is

being amortized over the life of the original note ending on September 15, 2026.

This note is convertible at a fixed price of $ 5.00 .

During the year ended December 31, 2025, the Company amortized $ 71,037 of this discount.

As of December 31, 2025 and 2024, the balance

was $ 714,286 and $ 0 , with accrued interest $ 16,825 and $ 0 , respectively.

During the year ended December 31, 2025, the Company’s CEO, William

Alessi, paid various expenses on his credit cards in behalf of the Company.

The Company reimburses Mr.

Alessi for these charges.

December 31, 2025, there was a balance due Mr.

Alessi of $ 252,830 , which has been reported as an accrued liability payable to a related

party on the financial statements.

Promissory Note

July 25, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of $ 35,000 (the “Note”)

July 25, 2024, the Company issued an unsecured convertible promissory note in the aggregate principal amount of $ 35,000 (the “Note”)

to a related party, the Note being entered into in consideration of two transfers made by Jeffrey J.

3 unchanged sentences

by the Company.

This note is currently in default.

The principal balance may be repaid at any time.

The principal balance shall be payable by the Company either:

cash, or (ii) at the Payee’s election in writing, by issuance of Maker’s private placement warrants (the “Private Warrants”),

at a price of $ 1.00 per Private Warrant.

Each Private Warrant entitles the holder to purchase one share of Class A common stock at $ 11.50

As of December 31, 2024, the balance on this note was $ 35,000 .

The principal balance shall be payable

by the Company either:

(i) in cash, or (ii) at the Payee’s election in writing, by issuance of Maker’s private placement

warrants (the “Private Warrants”), at a price of $ 1.00 per Private Warrant.

Each Private Warrant entitles the holder to purchase

one share of Class A common stock at $ 11.50 per share.

As of December 31, 2025 and 2024, the balance on this note was $ 35,000 .

Placement Warrants

16 unchanged sentences

Capital, LLC Convertible Note

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).

October 23, 2024, 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).

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

13 unchanged sentences

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.

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.

If by the date that 50 %

of the shares registered under the registration statement have been issued to Investor (such date, the “Trigger Date”) the

Note has not yet been repaid in full, the Company will be obligated to file an additional registration statement registering additional

shares of Common Stock issuable upon conversion of the Note within 30 days of the Trigger Date.

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

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

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

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 is not convertible below a floor price of $ 4.00 /share, but if the closing bid price of the Company’s common stock

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 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

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 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

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 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 $ 3,597,502

(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 , which the Company paid on July 23, 2025, satisfying the note in full.

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.

Company recorded a debt discount of $ 290,000 in connection with this Note.

2 unchanged sentences

As of December 31, 2024, the balance of the debt discount was $ 280,457 .

As of December 31,

2024 and 2023, the balance was $ 2,890,000 and $ 0 with accrued interest of $ 14,450 and $ 0 , respectively.

During the three months

ended March 31, 2025, the Company amortized $ 124,058 as debt discount interest expense.

As of March 31, 2025, the balance of the debt

discount was $ 156,399 .

On April 28, 2025, the Company amortized the remaining balance of $ 156,399 as part of the note amendment.

ASC 470, the Company evaluated the consideration given for the amendment to the note and determined that the note was extinguished, based

on the conclusion that there was a greater than 10% change in the present value of the cash flows of the new loan, compared to the old

The Company recognized a loss on extinguishment of debt of $ 598,324 in relation to this note amendment.

On April 28, 2025, the

Company issued 1,250,000 shares of common stock as financing incentive in connection with the amendment.

These shares were valued at

$ 1.15 per share for a total value of $ 1,437,500 .

Streeterville paid $ 125 for these shares and the Company recorded a debt discount on

the amended note of $ 1,437,375 .

During the year ended December 31, 2025, the Company fully amortized $ 1,437,375 of the debt discount

as debt discount interest expense because the note was paid in full.

As of December 31, 2025, the balance of the debt discount was $ 0 .

During the year ended December 31, 2025, the Company issued 3,000,000 shares of common stock pursuant to conversion notices for $ 3,750,000

in principal and accrued interest.

During July 2025, the Company’s legal counsel paid the remaining balance of $ 11,312 towards

the note and then billed the Company for this amount, which was subsequently paid.

As of December 31, 2025 and 2024, the balance was

$ 0 and $ 2,890,000 with accrued interest of $ 0 and $ 14,450 , respectively.

& Loeb, LLP Convertible Note

December 13, 2024, the Company entered into a Convertible Promissory Note for $ 325,000 with Loeb & Loeb, LLP for services rendered

December 13, 2024, the Company entered into an unsecured Convertible Promissory Note for $ 325,000 with Loeb & Loeb, LLP for services rendered

in connection with the business combination.

40 unchanged sentences

and will continue to increase by one and one-half percent (1.5%) for each thirty (30) day period such registration statement is not declared

of December 31, 2024 and 2023, the balance was $ 325,000 and $ 0 , respectively.

note is currently in default.

As of December 31, 2025 and December 31, 2024, the balance was $ 325,000 and $ 325,000 , respectively.

Other Convertible Notes

May 1, 2025, the Company issued an unsecured convertible promissory note in the aggregate principal amount of $ 500,000 (the “Note”)

The Note bears interest of 15 % and matures on April 30, 2026.

The principal balance may be repaid at any time.

conversion price shall mean 90 % (representing a discount of 10 %) multiplied by the Trading Price (as defined below) for the Common Stock

as calculated following the latest complete Trading Day prior to the Conversion Date.

“Trading Price” means the five-day

( 5 -day) volume-weighted average price of the Common Stock as reported by a reliable reporting service designated by the Holder (i.e.,

Bloomberg, etc.).

“Trading Day” shall mean any day on which the Common Stock is tradable for any period on the principal

securities exchange or other securities market on which the Common Stock is then being traded.

The Note is not convertible below a floor

price of $ 1.25 per share.

On July 17, 2025, the Company elected to pay $ 500,000 towards this note.

The Company also issued 138,000 shares

of common stock to the noteholder for $ 16,042 in accrued interest.

These shares were valued at $ 178,020 and the Company recognized a

loss of settlement of debt of $ 161,978 .

As of December 31, 2025 and 2024, the balance on this note was $ 0 and $ 0 and accrued interest

was $ 0 and $ 0 , respectively.

October 16, 2025, the Company issued an unsecured convertible promissory note in the aggregate principal amount of $ 400,000 (the “Note”)

The Note bears interest of 7 % and matures on October 16, 2026 .

The principal balance may be repaid at any time.

conversion price shall mean 80 % (representing a discount of 20 %) multiplied by the Trading Price (as defined below) for the Common Stock

as calculated following the latest complete Trading Day prior to the Conversion Date.

“Trading Price” means the five-day

( 5 -day) volume-weighted average price of the Common Stock as reported by a reliable reporting service designated by the Holder (i.e.,

Bloomberg, etc.).

“Trading Day” shall mean any day on which the Common Stock is tradable for any period on the principal

securities exchange or other securities market on which the Common Stock is then being traded.

The Company issued 363,636 warrants in

conjunction with this promissory note.

These warrants are exercisable at $ 1.10 per share and mature on October 16, 2030 .

Per ASC 470, the proceeds received must be allocated between the convertible

note and the warrants were classified as equity per ASC 815.

valued these warrants at $ 297,151 on the date of issuance using a binomial model and recorded a debt discount for $ 297,151 on the note,

which will be amortized over the life of the note.

The binomial valuation model was based on the following assumptions:

volatility of 93.23 %, (2) weighted average risk-free interest rate of 3.55 % and (3) expected life of 5.00 years.

During the year ended

December 31, 2025, the Company amortized $ 62,043 of this debt discount.

As of December 31, 2025, there was a debt discount balance of

$ 235,109 remaining.

As of December 31, 2025 and 2024, the balance on this note was $ 400,000 and $ 0 and accrued interest was $ 5,989 and

$ 0 , respectively.

October 31, 2025, the Company issued an unsecured convertible promissory note in the aggregate principal amount of $ 250,000 (the “Note”)

The Note bears no interest and matures on October 30, 2026 .

The principal balance may be repaid at any time.

conversion price shall mean 80 % (representing a discount of 20 %) multiplied by the Trading Price (as defined below) for the Common Stock

as calculated following the latest complete Trading Day prior to the Conversion Date.

“Trading Price” means the five-day

( 5 -day) volume-weighted average price of the Common Stock as reported by a reliable reporting service designated by the Holder (i.e.,

Bloomberg, etc.).

“Trading Day” shall mean any day on which the Common Stock is tradable for any period on the principal

securities exchange or other securities market on which the Common Stock is then being traded.

The Company issued 1,000,000 warrants

in conjunction with this promissory note.

These warrants are exercisable at $ 1.00 per share and mature on October 30, 2030.

Per ASC 470, the proceeds received must be allocated between the convertible

note and the warrants were classified as equity per ASC 815.

valued these warrants at $ 777,956 on the date of issuance using a binomial model and recorded a debt discount for $ 250,000 on the note,

which will be amortized over the life of the note.

The binomial valuation model was based on the following assumptions:

volatility of 92.98 %, (2) weighted average risk-free interest rate of 3.71 % and (3) expected life of 5.00 years.

During the year ended

December 31, 2025, the Company amortized $ 41,896 of this debt discount.

As of December 31, 2025, there was a debt discount balance of

$ 208,104 remaining.

As of December 31, 2025 and 2024, the balance on this note was $ 250,000 and $ 0 , respectively.

December 30, 2025, the Company issued an unsecured convertible promissory note in the aggregate principal amount of $ 110,000 (the “Note”)

The Note bears interest of 7 % and matures on December 29, 2026 .

The principal balance may be repaid at any time.

contained an original issue discount of $ 10,000 and the Company received $ 100,000 in cash.

The Note can be converted at any time following

six months after the issuance.

The note’s conversion price shall mean 80 % (representing a discount of 20 %) multiplied by the Trading

Price (as defined below) for the Common Stock as calculated following the latest complete Trading Day prior to the Conversion Date.

Price” means the five-day ( 5 -day) volume-weighted average price of the Common Stock as reported by a reliable reporting service

designated by the Holder (i.e., Bloomberg, etc.).

“Trading Day” shall mean any day on which the Common Stock is tradable

for any period on the principal securities exchange or other securities market on which the Common Stock is then being traded.

the year ended December 31, 2025, the Company amortized $ 55 of the debt discount leaving a balance of $ 9,945 as of December 31, 2025.

As of December 31, 2025 and 2024, the balance on this note was $ 110,000 and $ 0 and accrued interest was $ 43 and $ 0 , respectively.

5 – FINANCING PAYABLE

3 unchanged sentences

The Company is required to make 10 payments of $ 68,642 with the first payment being due on January

During the year ended December 31, 2025, the company made all ten payments totaling $ 685,109 , of which $ 663,582 was principal

and $ 21,527 was interest.

As of December 31, 2025 and 2024, the balance of this financing arrangement was $ 0 and $ 663,582 , respectively.

December 16, 2025, the Company entered into a financing arrangement for an insurance policy.

The Company financed $ 464,000 of the insurance

premiums with an interest rate of 7.5 %.

The Company is required to make 10 payments of $ 47,686 with the first payment being due on January

As of December 31, 2025 and 2024, the balance of this financing arrangement was $ 464,000 and $ 0 and accrued interest was $ 1,160

and $ 0 , respectively.

of December 31, 2025 and 2024, the Company has 12,000,000 Public Warrants and 8,700,000 Private Placement Warrants outstanding.

115 unchanged sentences

8 – FAIR VALUE MEASUREMENTS

following table present information about the Company’s liabilities that are measured at fair value on a recurring basis as of

December 31, 2024 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair

OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of

December 31, 2025 and 2024 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such

fair value of financial instruments on December 31, 2025 is summarized below:

SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

Quoted Prices in Active Markets (Level 1)

7 unchanged sentences

Series C preferred stock

fair value of financial instruments on December 31, 2024 is summarized below:

Quoted Prices in Active Markets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Other Unobservable Inputs (Level 3)

Derivative liabilities-public warrants

Derivative liabilities-private warrants

Derivative liabilities-earnout shares

Derivative liabilities-sponsor earnout shares

Mezzanine Equity:

Series C preferred stock

initial and subsequent fair values of the Public Warrants issued in connection with the Initial Public Offering and the fair value of

the Private Placement Warrants have been estimated using a Black-Scholes model.

For the year ended December 31, 2024, the Company recognized

a loss to the statement of operations resulting from an increase in the fair value of warrant liabilities of $ 397,553 , presented as change

in fair value of derivative warrant liabilities on the accompanying consolidated statements of operations.

For the year ended December 31, 2025 and 2024, the Company

recognized a gain in the statement of operations resulting from an decrease in the fair value of warrant liabilities of $ 803,680 for

the year ended December 31, 2025 and recognized a loss in the statement of operations resulting from an increase in the fair value of

warrant liabilities of $ 397,553 for the year ended December 31, 2024, presented as change in fair value of derivative warrant liabilities

on the accompanying consolidated statements of operations.

following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:

13, 2024 and December 31, 2024:

OF QUANTITATIVE INFORMATION REGARDING LEVEL 3 FAIR VALUE MEASUREMENTS INPUTS

31, 2025 and 2024:

SCHEDULE OF QUANTITATIVE INFORMATION REGARDING LEVEL 3 FAIR VALUE MEASUREMENTS INPUTS

December 31, 2025

6 unchanged sentences

simulation model.

For the year ended December 31, 2024, the Company recognized a gain to the statement of operations resulting from a

decrease in the fair value of liabilities of approximately $ 18,731,514 , presented as change in fair value of derivative earnout shares

and sponsor earnout shares liabilities on the accompanying consolidated statements of operations.

For the year ended December 31, 2025 and 2024, the Company recognized a gain in the statement of operations resulting

from a decrease in the fair value of liabilities of approximately $ 1,053,084 and $ 18,731,514 , respectively, presented as change in fair

value of derivative earnout shares and sponsor earnout shares liabilities on the accompanying consolidated statements of operations.

following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:

December 13, 2024 and December 31, 2024:

OF QUANTITATIVE INFORMATION REGARDING LEVEL 3 FAIR VALUE MEASUREMENTS INPUTS

31, 2025 and 2024:

SCHEDULE OF QUANTITATIVE INFORMATION REGARDING LEVEL 3 FAIR VALUE MEASUREMENTS INPUTS

December 31, 2025

7 unchanged sentences

following table provides quantitative information regarding Level 3 fair value measurements inputs at the measurement date:

OF QUANTITATIVE INFORMATION REGARDING LEVEL 3 FAIR VALUE MEASUREMENTS INPUTS

SCHEDULE OF QUANTITATIVE INFORMATION REGARDING LEVEL 3 FAIR VALUE MEASUREMENTS INPUTS

December 13, 2024

9 unchanged sentences

shares qualify as temporary equity under ASC 815;

therefore, the Company will recognize the

series C preferred shares within mezzanine equity in its balance sheet.

In accordance with ASC 480, the series C preferred shares will

be initially recorded and measured at fair value;

however, when estimating the fair value of the series C preferred shares, the

Company has followed the guidance in ASC 820, “Fair Value Measurement”.

Because Redemption is contingent upon the

occurrence of certain events that have not been met, subsequent changes to the carrying value of the series C preferred shares will not

be recognized until Redemption becomes probable of occurring.

therefore, the Company will recognize the series C preferred shares within mezzanine

equity in its balance sheet.

In accordance with ASC 480, the series C preferred shares will be initially recorded and measured at fair

however, when estimating the fair value of the series C preferred shares, the Company has followed the guidance in ASC 820, “Fair

Value Measurement”.

Because Redemption is contingent upon the occurrence of certain events that have not been met, subsequent changes

to the carrying value of the series C preferred shares will not be recognized until Redemption becomes probable of occurring.

the consolidated financial statements, the series C preferred shares are being presented as being issued in 2023 when a Legacy Alpha

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2,334,092 shares of class A common stock.

of December 31, 2024 and 2023, there were 7,500,000 shares of series C preferred stock issued and outstanding.

June 30, 2025, the Company issued 26,079,868 shares of common stock for the conversion of 3,200,000 shares of preferred series C stock.

These shares carrying value was $ 30,638,517 , which was moved from mezzanine equity to shareholders’ equity.

As of December 31,

2025 and 2024, there were 4,300,000 and 7,500,000 shares of series C preferred stock issued and outstanding, respectively.

10 – STOCKHOLDERS’ EQUITY

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(see Note 9 – Mezzanine Equity).

As of December 31, 2025 and 2024, there were 0 shares of preferred stock issued and outstanding.

Series C Preferred Stock has the following rights:

The Series C Preferred Stock will rank senior to the IAC common stock and other classes of IAC preferred stock with respect to rights

The Series C Preferred Stock will rank senior to the Alpha Modus common stock and other classes of Alpha Modus preferred stock with respect to rights

upon liquidation, winding up or dissolution.

Each share of Series C Preferred Stock shall entitle the holder to one vote on all matters submitted to the vote of IAC’s shareholders;

The Series C Preferred Stock shall be treated pari passu with the IAC common stock except that the dividends per share payable on

the Series C Preferred Stock shall equal the dividend per share declared on each share of IAC common stock multiplied by $ 10.00 (the

Each share of Series C Preferred Stock shall entitle the holder to one vote on all matters submitted to the vote of Alpha Modus’

shareholders;

The Series C Preferred Stock shall be treated pari passu with the Alpha Modus common stock except that the dividends per share payable on

the Series C Preferred Stock shall equal the dividend per share declared on each share of Alpha Modus common stock multiplied by $ 10.00 (the

“Face Value”) and divided by the applicable Conversion Price (as defined below).

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a price per share equal to the lesser of either the Face Value, or (a) if no Trigger Event (as defined below) has occurred, 100%

of the average of the 5 lowest closing bid prices of the IAC common stock during the 10 days preceding the conversion notice date

of the average of the 5 lowest closing bid prices of the Alpha Modus common stock during the 10 days preceding the conversion notice date

(the “Measurement Period”), not to exceed 100% of the lowest sales price on the last day of the Measurement Period, or

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“Trigger Event” generally

means (a) a failure of a holder of Series C Preferred Stock to receive conversion shares when required or any agreement between IAC

means (a) a failure of a holder of Series C Preferred Stock to receive conversion shares when required or any agreement between Alpha Modus

and the Series C Preferred Stockholder that is either (x) related to the payment of cash or delivery of conversion shares, or (y)

curable, has not occurred before, and is not cured within 5 trading days of notice;

from its principal trading exchange or market;

(d) notification of an intention for IAC or its transfer agent not to comply with

(d) notification of an intention for Alpha Modus or its transfer agent not to comply with

a conversion notice;

(e) IAC’s bankruptcy, insolvency, reorganization, liquidation or similar proceedings;

(e) Alpha Modus’ bankruptcy, insolvency, reorganization, liquidation or similar proceedings;

(f) the appointment

of a custodian, receiver or similar official for IAC;

(g) the entry of judgments against IAC in excess of $500,000 which are not

of a custodian, receiver or similar official for Alpha Modus;

(g) the entry of judgments against Alpha Modus in excess of $500,000 which are not

stayed or satisfied within 30 days of entry;

(h) IAC’s failure to comply with reporting requirements of Securities Exchange

(i) the initiation of any regulatory, administrative or enforcement proceeding against IAC;

(h) Alpha Modus’ failure to comply with reporting requirements of Securities Exchange

(i) the initiation of any regulatory, administrative or enforcement proceeding against Alpha Modus;

or (j) any material provision of

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Liquidation .

Upon any liquidation, dissolution or winding up of IAC, holders of Series C Preferred Stock shall be paid the Face Value per share,

Upon any liquidation, dissolution or winding up of Alpha Modus, holders of Series C Preferred Stock shall be paid the Face Value per share,

plus any accrued but unpaid dividends (the “Liquidation Value”).

IAC shall be obligated to pay holders the Liquidation Value to redeem the Series C Preferred Stock upon the occurrence of a Deemed

Liquidation Event (as defined below) or Trigger Event (as defined below).

“Deemed Liquidation Event” generally means

(a) a merger or consolidation where IAC or a subsidiary is a party to the merger and IAC issues shares of stock (except for domicile

mergers and mergers not constituting a change of control);

(b) IAC issues convertible or equity securities that senior to the Series

C Preferred Stock in any respect;

within 5 trading days due to the occurrence of an event that is solely within the control of IAC;

(d) trading of the common stock

is halted or suspended for 10 or more consecutive trading days due to the occurrence of an event that is solely within the control

or (e) a sale or other disposition of substantially all the assets of IAC that is not approved by the holders of the Series

C Preferred Stock.

Alpha Modus shall be obligated to pay holders the Liquidation Value to

redeem the Series C Preferred Stock upon the occurrence of a Deemed Liquidation Event (as defined below) or Trigger Event (as defined

“Deemed Liquidation Event” generally means (a) a merger or consolidation where Alpha Modus or a subsidiary is a party

to the merger and Alpha Modus issues shares of stock (except for domicile mergers and mergers not constituting a change of control);

Alpha Modus issues convertible or equity securities that senior to the Series C Preferred Stock in any respect;

receive conversion shares upon conversion of the Series C Preferred Stock within 5 trading days due to the occurrence of an event that

is solely within the control of Alpha Modus;

(d) trading of the common stock is halted or suspended for 10 or more consecutive trading

days due to the occurrence of an event that is solely within the control of Alpha Modus;

or (e) a sale or other disposition of substantially

all the assets of Alpha Modus that is not approved by the holders of the Series C Preferred Stock.

Shares of Series C Preferred Stock are not convertible until 18 months following Closing of the Business Combination so long as a

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ended December 31, 2024.

April 11, 2024, the Company entered into an agreement to retain Maxim Group LLC (“Maxim”) to provide capital market advisory

and investment banking services to the Company.

The Company shall issue to Maxim (or its designees) an aggregate of 50,000 shares of

Class A common stock, which shall be converted into shares of the surviving publicly traded entity (the “Capital Markets Advisory

The Capital Markets Advisory Fee Stock issued to Maxim shall be registered in the Company’s S-4 Registration

Statement (in connection with the De-SPAC Transaction), unrestricted and freely tradeable.

In connection with the closing of the De-SPAC

Transaction, the Company shall pay to Maxim a non-refundable advisory fee of $ 300,000 , payable upon the Company or its successor’s

first capital raise (including any self-directed capital raises) after the closing of the De-SPAC Transaction (the “Advisory Fee”).

The 50,000 shares of common stock have been valued at $ 0.025 per share for a total value of $ 1,250 .

April 11, 2024, the Company entered into an agreement to retain Maxim Group LLC (“Maxim”) to provide capital market

advisory and investment banking services to the Company.

The Company shall issue to Maxim (or its designees) an aggregate of 50,000

shares of Class A common stock, which shall be converted into shares of the surviving publicly traded entity (the “Capital

Markets Advisory Fee Stock”).

The Capital Markets Advisory Fee Stock issued to Maxim shall be registered in the

Company’s S-4 Registration Statement (in connection with the De-SPAC Transaction), unrestricted and freely tradeable.

connection with the closing of the De-SPAC Transaction, the Company shall pay to Maxim a non-refundable advisory fee of $ 300,000 ,

payable upon the Company or its successor’s first capital raise (including any self-directed capital raises) after the closing

of the De-SPAC Transaction (the “Advisory Fee”).

shares of common stock have been valued at $ 0.025

per share for a total value of $ 1,250 .

The Company recognized $ 1,250 in stock-based compensation expense.

May 14, 2024, the Company entered into an agreement with Pickwick Capital Partners, LLC (“Pickwick”).

The Company and Pickwick

previously entered into a certain letter agreement dated March 7, 2023, pursuant to which Pickwick would provide the Company corporate

finance and strategic advisory services, and would be compensated for those services (the “Letter Agreement”).

term of the Letter Agreement, Pickwick introduced the Company to Insight Acquisition Corp., a special purpose acquisition company (“Insight”),

and the Company and Insight have entered into a business combination agreement (the “Business Combination”), thereby entitling

Pickwick to payment of a success fee under the Letter Agreement.

This agreement determined the value of the success fee and method of

In accordance with this agreement, the Company issued 195,000 shares of Class A common stock to Pickwick.

These shares were

valued at $ 0.025 per share for a total value of $ 4,875 .

The Company and

Pickwick previously entered into a certain letter agreement dated March 7, 2023, pursuant to which Pickwick would provide the

Company corporate finance and strategic advisory services, and would be compensated for those services (the “Letter

During the term of the Letter Agreement, Pickwick introduced the Company to Insight Acquisition Corp., a special

purpose acquisition company (“Insight”), and the Company and Insight have entered into a business combination agreement

(the “Business Combination”), thereby entitling Pickwick to payment of a success fee under the Letter Agreement.

agreement determined the value of the success fee and method of payment.

In accordance with this agreement, the Company issued 195,000

shares of Class A common stock to Pickwick.

These shares were valued at $ 0.025

per share for a total value of $ 4,875 .

The Company recognized $ 4,875 in stock-based compensation expense.

May 16, 2024, the Company entered into a subscription agreement with Polar Multi-Strategy Master Fund (“Polar”), in which

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value of $ 13,226,926 , which the Company recognized as a forbearance fee expense in the consolidated statements of operations.

January 5, 2025, the Company issued 2,632 shares of Class A common stock to each of the four non-employee directors for the quarterly

issuance set out in the director agreements.

These shares were valued as of the closing price of the Company’s common stock on

January 5, 2025 at $ 2.70 per share.

The Company recognized $ 28,425 in stock-based compensation expense.

January 5, 2025, the Company issued 11,000 shares of Class A common stock to two individuals for services rendered as a bonus for their

diligence and efforts with the merger.

These shares were valued of the closing price of the Company’s common stock on January 5,

2025 at $ 2.70 per share.

The Company recognized $ 29,700 in stock-based compensation expense.

On April 28, 2025, the Company issued 1,250,000 shares of Class A common stock to Streeterville Capital, LLC as a financing incentive

in association with the note amendment entered into by the lender and the Company.

These shares were valued as of the closing price of

the Company’s common stock at $ 1.15 per share.

Streeterville Capital, LLC paid $ 125 for these shares and the Company recognized

$ 1,437,375 as a debt discount against the convertible note and will amortize the discount over the remaining life of the convertible

On August 5, 2025, these shares were repurchased by the Company for $ 125 and immediately cancelled.

On April 29, 2025, the Company issued 15,690 shares of Class A common stock to each of the four non-employee directors for the

quarterly issuance set out in the director agreements.

These shares were valued as of the closing price of the Company’s common

stock on April 29, 2025 at $ 1.22 per share.

The Company recognized $ 76,567 in stock-based compensation expense.

On April 29, 2025, the Company issued 39,266 shares of Class A common stock to the Company’s Chief Revenue Officer, Thomas

Gallagher, in consideration of his $ 62,500 quarterly fee pursuant to his employment agreement.

These shares were valued as of the closing

price of the Company’s common stock on April 29, 2025 at $ 1.22 per share.

The Company recognized $ 47,905 in stock-based compensation

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 30, 2025,

the trusts’ preferred shares were cancelled, and 26,079,868 shares of Class A common stock were issued to the trusts.

carrying value was $ 30,638,517 , which was moved from mezzanine equity to shareholders’ equity.

May 29, 2025, the Company issued 613,600 shares of Class A common stock to Streeterville Capital, LLC pursuant to its partial conversion

of the Note issued by the Company to Streeterville Capital, LLC on or about December 13, 2024, described above.

The lender converted

$ 767,000 in principal and accrued interest.

June 11, 2025, the Company issued 100,000 shares of Class A common stock to Streeterville Capital, LLC pursuant to its partial conversion

of the Note issued by the Company to Streeterville Capital, LLC on or about December 13, 2024, described above.

The lender converted

$ 125,000 in principal and accrued interest.

July 1, 2025, the Company issued 21,113 shares of Class A common stock to each of the four non-employee directors for the quarterly issuance

set out in the director agreements.

These shares were valued as of the closing price of the Company’s common stock on July 1, 2025

at $ 1.16 per share.

The Company recognized $ 97,964 in stock-based compensation expense.

July 10, 2025, the Company issued 130,000 shares of Class A common stock to Streeterville Capital, LLC pursuant to its partial conversion

of the Note issued by the Company to Streeterville Capital, LLC on or about December 13, 2024, described above.

The lender converted

$ 162,500 in principal and accrued interest.

July 16, 2025, the Company issued 120,000 shares of Class A common stock to Streeterville Capital, LLC pursuant to its partial conversion

of the Note issued by the Company to Streeterville Capital, LLC on or about December 13, 2024, described above.

The lender converted

$ 150,000 in principal and accrued interest.

July 17, 2025, the Company issued 52,832 shares of Class A common stock to the Company’s Chief Revenue Officer, Thomas Gallagher,

in consideration of his $ 62,500 quarterly fee pursuant to his employment agreement.

These shares were valued as of the closing price

of the Company’s common stock on July 17, 2025 at $ 1.29 per share.

The Company recognized $ 68,153 in stock-based compensation expense.

July 17, 2025, the Company issued 26,000 shares of Class A common stock to two individuals for services rendered to the Company.

shares were valued of the closing price of the Company’s common stock on July 17, 2025 at $ 1.29 per share.

The Company recognized

$ 33,540 in stock-based compensation expense.

July 17, 2025, the Company issued 138,000 shares of Class A common stock to a noteholder for $ 16,042 in accrued interest.

were valued as of the closing price of the Company’s common stock on July 17, 2025 at $ 1.29 per share for a total of $ 178,020 .

The Company recognized a loss of settlement of debt of $ 161,978 .

July 23, 2025, the Company issued 2,036,400 shares of Class A common stock to Streeterville Capital, LLC pursuant to its partial conversion

of the Note issued by the Company to Streeterville Capital, LLC on or about December 13, 2024, described above.

The lender converted

$ 2,545,500 in principal and accrued interest.

September 30, 2025, the Company issued 20,904 shares of Class A common stock to each of the four non-employee directors for the quarterly

issuance set out in the director agreements.

These shares were valued as of the closing price of the Company’s common stock on

September 30, 2025 at $ 1.19 per share.

The Company recognized $ 99,503 in stock-based compensation expense.

September 30, 2025, the Company issued 52,258 shares of Class A common stock to the Company’s Chief Revenue Officer, Thomas Gallagher,

in consideration of his $ 62,500 quarterly fee pursuant to his employment agreement.

These shares were valued as of the closing price

of the Company’s common stock on September 30, 2025 at $ 1.19 per share.

The Company recognized $ 62,187 in stock-based compensation

September 30, 2025, the Company issued 15,127 shares of Class A common stock to the Company’s Chief Financial Officer, Rodney Sperry,

in consideration of his $ 18,000 quarterly fee pursuant to his employment agreement.

These shares were valued as of the closing price

of the Company’s common stock on September 30, 2025 at $ 1.19 per share.

The Company recognized $ 18,000 in stock-based compensation

December 31, 2025, the Company issued 45,817 shares of Class A common stock to each of the four non-employee directors for the quarterly

issuance set out in the director agreements.

These shares were valued as of the closing price of the Company’s common stock on

December 31, 2025 at $ 0.4601 per share.

The Company recognized $ 84,322 in stock-based compensation expense.

December 31, 2025, the Company issued 114,543 shares of Class A common stock to the Company’s Chief Revenue Officer, Thomas Gallagher,

in consideration of his $ 62,500 quarterly fee pursuant to his employment agreement.

These shares were valued as of the closing price

of the Company’s common stock on December 31, 2025 at $ 0.4601 per share.

The Company recognized $ 52,701 in stock-based compensation

December 31, 2025, the Company issued 39,122 shares of Class A common stock to the Company’s Chief Financial Officer, Rodney Sperry,

in consideration of his $ 18,000 quarterly fee pursuant to his employment agreement.

These shares were valued as of the closing price

of the Company’s common stock on December 31, 2025 at $ 0.4601 per share.

The Company recognized $ 18,000 in stock-based compensation

December 31, 2025, the Company issued 119,752 shares of Class A common stock to the Company’s VP of Technology, Puneet Vij, in

consideration of his $ 56,250 quarterly fee pursuant to his employment agreement.

These shares were valued as of the closing price of

the Company’s common stock on December 31, 2025 at $ 0.4601 per share.

The Company recognized $ 55,098 in stock-based compensation

B Common Stock - The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $ 0.0001

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exchange rule.

October 16, 2025, the Company issued warrants to purchase 363,636 shares of Class A Common Stock of the Company at $ 1.10 per share in

connection with a convertible note payable (see Note 4).

These warrants expire on October 15, 2030 .

The Company valued these warrants

at $ 297,151 using a binomial model and recorded this amount as in increase in additional paid-in capital.

The binomial valuation model

was based on the following assumptions:

(1) expected volatility of 93.23 %, (2) weighted average risk-free interest rate of 3.55 % and

(3) expected life of 5.00 years.

October 31, 2025, the Company issued warrants to purchase 1,000,000 shares of Class A Common Stock of the Company at $ 1.00 per share

in connection with a convertible note payable (see Note 4).

These warrants expire on October 30, 2030 .

The Company valued these warrants

at $ 250,000 using a binomial model and recorded this amount as in increase in additional paid-in capital.

The binomial valuation model

was based on the following assumptions:

(1) expected volatility of 92.98 %, (2) weighted average risk-free interest rate of 3.71 % and

(3) expected life of 5.00 years.

of December 31, 2025, the Company had 1,363,636 warrants issued and outstanding.

11 – INCOME TAXES

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$ ( 1,684,459 )

$ ( 105,272 )

State income taxes, net of federal income tax benefit

Unallowed deductions

Change in warrant derivative liability

Change in earnout shares derivative liability

( 4,870,194 )

Stock based forbearance fee expense

Stock based compensation expense

Gain (loss) on settlement of debt

Amortization of debt discount

Change in valuation allowance

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( 3,834,075 )

( 2,240,166 )

Total net deferred taxes

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Operating loss

( 5,244,188 )

Operating margin

Other income (expenses)

Patent infringement income

Interest income

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Change in fair value of warrants liability

Loss on settlement of debt

Forbearance fee expense

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Interest expense

( 3,981,641 )

Total other income (expense)

( 2,777,047 )

Income (loss) before income tax expense

( 8,021,235 )

Income tax expense

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$ ( 8,021,235 )

Company’s had no long-lived tangible assets for the years ended December 31, 2024 and 2023.

Company’s had $ 8,050 and $ 0 in long-lived tangible assets for the years ended December 31, 2025 and 2024, respectively.

13 – COMMITMENTS AND CONTINGENCIES

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are no other such events that warrant disclosure or recognition in the financial statements, except as noted below.

2, 2025, Alpha Modus Holdings, Inc., a Delaware corporation (the “ Company ” or “ Alpha Modus ”) appointed

Thomas Gallagher as the Chief Revenue Officer of the Company.

On January 2, 2025, the Company entered into director

agreements (the “ Director Agreements ”) with its non-employee members of the Board of Directors, Gregory Richter, Michael

Garel, Scott Wattenberg, and William Ullman, to be considered effective as of closing of the Company’s business combination with

Alpha Modus, Corp.

(December 13, 2024), pursuant to which the Company generally agreed to indemnify each of the non-employee directors

to the broadest extent permitted by law and agreed to pay each non-employee director (i) $ 100,000 in common stock per annum, payable quarterly

on the first day of each fiscal quarter and valued based on the closing price of the Company’s common stock on December 13, 2024,

and (ii) $ 25,000 in cash per annum, payable in quarterly installments.

On January 5, 2025, the Company issued 2,632 shares

of Class A common stock to each of the four non-employee directors for the quarterly issuance set out in the director agreements.

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

On January 5, 2025, the Company issued

11,000 shares of Class A common stock to two individuals for services rendered as a bonus for their diligence and efforts with the merger.

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

October 24, 2025, the Company entered into consulting agreements with Rucus Holdings LLC (“Rucus”) and Leron Group LLC (“Leron”),

pursuant to which Rucus and Leron would provide marketing and sales services to the Company in connection with the rollout of the Company’s

financial services kiosks with a major US retailer, and the Company would issue Rucus 250,000 shares of Class A common stock, and the

Company would issue Leron 4,000,000 shares of Class A common stock.

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

These shares were valued at $ 0.8049 on January 20, 2026 for a total value of $ 3,420,825 .

The Company recognized stock compensation

expense of $ 3,420,825 .

January 20, 2026, the Company issued 400,000 shares of Class A common stock to Maxim Partners, LLC for the conversion of $ 368,750 on

accounts payable.

These shares were valued at $ 0.8049 on January 20, 2026 for a total value of $ 321,960 .

The Company recognized a gain

on settlement of debt of $ 46,790 .

February 19, 2026, the Company issued 776,759 shares of Class A common stock to Loeb & Loeb, LLP

to its conversion of the Note issued by the Company to Loeb & Loeb, LLP on or about December 13, 2024.

The lender converted $ 325,000

in principal and $ 80,903 in accrued default interest.

These shares were valued at $ 0.5048 on February 19, 2026 for a total value of $ 392,108 .

The Company recognized a gain on settlement of debt of $ 13,795 .

February 27, 2026, the Company issued 95,000 shares of Class A common stock to two individuals for services rendered as a bonus for their

diligence and efforts for the Company.

These shares were valued at $ 0.5014 on February 27, 2026 for a total value of $ 47,633 .

recognized stock compensation expense of $ 47,633 .

January 16, 2026, the Form S-3 filed with the SEC by the Company was declared effective.

The Company made an agreement with HC Wainwright

& Co., LLC to sell stock under the “At the Market” plan setforth in the Form S-3.

During the three months ended March 31,

2026, the Company issued 2,433,564 shares of Class A common stock for $ 1,924,383 in cash.

Selling costs of these shares amounted to $ 69,282

and the Company received $ 1,855,101 in cash.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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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 8. Financial Statements and Supplementary Data