16 unchanged sentences
Under the supervision and with the participation of our management
−Removed: including our of our chief executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our
−Removed: internal control over financial reporting based on the 2013 framework in Internal Control-Integrated Framework issued by the Committee
−Removed: of Sponsoring Organizations of the Treadway Commission, or COSO.
+Added: including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control
+Added: over financial reporting based on the 2013 framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations
+Added: of the Treadway Commission, or COSO.
on our evaluation under the 2013 Internal Control-Integrated Framework, our chief executive officer and chief financial officer concluded
37 unchanged sentences
by the affirmative vote of the holders of at least two-thirds of the Company’s voting securities.
+Added: the 2025 annual meeting of stockholders, all five of the Company’s directors were reelected as members of the Board of Directors
+Added: of the Company.
following table sets forth the name, age and position of each of the directors and executive officers of the Company:
29 unchanged sentences
He has served
−Removed: as outside controller for several public companies over the last thirteen years and has been responsible for their SEC filings and compliance.
+Added: as outside controller for several public companies over the last fourteen years and has been responsible for their SEC filings and compliance.
Sperry was a licensed CPA in the state of Utah from February 2001 through September 2014 and has operated his own financial consultancy
−Removed: practice for the past thirteen years.
+Added: practice for the past fourteen years.
He obtained his bachelor’s degree in accounting from Westminster College and his Master of
Business Administration from Utah State University.
−Removed: Chumas was appointed the Chief Sales Officer of the Company upon consummation of the Business Combination on December 13, 2024.
−Removed: been the Chief Strategy Officer of Alpha Modus, Corp.
+Added: Chumas was appointed the Chief Sales Officer of the Company upon consummation of the Business Combination on December 13, 2024, and his
+Added: title was change to Chief Strategy Officer on or about November 17, 2025.
+Added: He has been the Chief Strategy Officer of Alpha Modus, Corp.
since June 2018.
Chumas served as an IBM sales executive from 2008-2017.
−Removed: worked with Erwin, Inc.
−Removed: as an Enterprise Solution Strategist from 2017-2022 and served as a director of Accredited Solutions, Inc.
−Removed: July 2019 to May 2022.
−Removed: Chumas currently works as an Enterprise Sales Leader at WorkFusion, an intelligent automation solutions company,
−Removed: where he has worked since June 2022.
+Added: He worked with Erwin, Inc.
+Added: as an Enterprise Solution Strategist
+Added: from 2017-2022 and served as a director of Accredited Solutions, Inc.
+Added: from July 2019 to May 2022.
+Added: Chumas worked as an Enterprise
+Added: Sales Leader at WorkFusion, focused on intelligent automation and AI agents for financial institutions from June 2022 to February 2025.
Gallagher was appointed the Chief Revenue Officer of the Company on January 2, 2025.
13 unchanged sentences
Richter is the Chief Executive Officer and a Partner of Medalist Partners, an alternative investment management firm focused on credit
−Removed: opportunities, and was appointed to the Company Board upon consummation of the Business Combination.
+Added: opportunities, and will be appointed to the Company Board upon consummation of the Business Combination.
Prior to co-forming Medalist
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in the financial industry make him qualified to serve on the Company Board.
−Removed: Garel, who was appointed to the Company Board upon consummation of the Business Combination, is the Senior Director of Innovation
+Added: Garel, who will be appointed to the Company Board upon consummation of the Business Combination, is the Senior Director of Innovation
at Omnicell, a pharmacy technology company, where he has worked since September 2021.
6 unchanged sentences
1999 to 2008, an a Product and Development Manager from May 2008 through March 2013.
−Removed: Garel received his Bachelor of Science from
+Added: Garrel received his Bachelor of Science from
Carnegie Mellon University, and his Master of Business Administration from the Texas McCombs School of Business at the University of
We believe Mr.
−Removed: Garel’s technology expertise qualifies him to serve on the Company Board.
−Removed: Ullman, one of our directors since September 2021, is the Chief Executive Officer of Water Street Advisors LLC, a registered investment
+Added: Garrel’s technology expertise qualifies him to serve on the Company Board.
+Added: Ullman, one of our directors since September 2021, is Managing Director, Head of High Net Worth Advisory at Connective Wealth Partners,
+Added: a registered investment advisor.
Ullman has been a board member of Van Eck Associates Corp., a New York based investment firm, since
−Removed: He also currently
−Removed: serves as a special advisor to FinTech Collective Fund II, LP, a venture capital fund, and is a member of the board of directors of the
−Removed: Capital Returns Fund, since 2010.
+Added: He also currently serves as a special advisor to FinTech Collective Fund II, LP, a venture capital fund, and is a member of the
+Added: board of directors of the Capital Returns Fund, since 2010.
From 2016 to 2018, Mr.
−Removed: Ullman served as Chief Commercial Officer of Orchard Platform and Chief Executive
−Removed: Officer of its broker-dealer subsidiary (Orchard Platform Markets LLC) prior to its sale to Kabbage in 2018.
−Removed: From 2006 to 2016, he was
−Removed: the founder of Right Wall Capital Management LLC, a firm focused on investing in the financial services sector, including financial technology
+Added: Ullman served as Chief Commercial Officer of Orchard
+Added: Platform and Chief Executive Officer of its broker-dealer subsidiary (Orchard Platform Markets LLC) prior to its sale to Kabbage in 2018.
+Added: From 2006 to 2016, he was the founder of Right Wall Capital Management LLC, a firm focused on investing in the financial services sector,
+Added: including financial technology companies.
From 2001 to 2006, Mr.
−Removed: Ullman was a Senior Managing Director of the Global Clearing Services Department at Bear Stearns &
+Added: Ullman was a Senior Managing Director of the Global Clearing Services
+Added: Department at Bear Stearns & Co., Inc.
Prior to that Mr.
−Removed: Ullman was an investment banker in the Financial Institutions Groups of Bear Stearns (1997 — 2001)
−Removed: and Merrill Lynch (1989 — 1997).
+Added: Ullman was an investment banker in the Financial Institutions Groups of
+Added: Bear Stearns (1997 — 2001) and Merrill Lynch (1989 — 1997).
Ullman earned an A.B.
−Removed: in History from Princeton University in 1985 and an M.B.A.
−Removed: Anderson School at UCLA in 1989.
+Added: in History from Princeton University
+Added: in 1985 and an M.B.A.
+Added: from the Anderson School at UCLA in 1989.
We believe Mr.
−Removed: Ullman’s substantial experience as an investment banker covering financial institutions,
−Removed: an operating executive, an investment manager, an advisor to financial technology start-ups and a board member make him well qualified
−Removed: to serve on our board of directors.
−Removed: Wattenberg has served as the Chief Financial Officer at SPATCO Energy Solutions since April 2023 and was appointed to the Company
+Added: Ullman’s substantial experience as an investment
+Added: banker covering financial institutions, an operating executive, an investment manager, an advisor to financial technology start-ups and
+Added: a board member make him well qualified to serve on our board of directors.
+Added: Wattenberg has served as the Chief Financial Officer at SPATCO Energy Solutions since April 2023 and will be appointed to the Company
Board upon consummation of the Business Combination.
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The Company Board believes
−Removed: that combining these roles will help to promote unified leadership and direction for both the Company Board and management, and has therefore
+Added: that combining these roles will help to promote unified leadership and direction for both the Company Board and management, and therefore
appointed Mr.
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on its website.
−Removed: key objective of our non-employee directors’ compensation program is to attract and retain highly qualified directors with the
−Removed: necessary skills, experience and character to oversee our management.
−Removed: We currently use equity-based compensation to partially compensate
−Removed: our directors due to our restricted cash flow position;
−Removed: however, we may in the future provide cash compensation to our directors.
−Removed: use of equity-based compensation is designed to recognize the time commitment, expertise and potential liability relating to active Board
−Removed: service, while aligning the interests of our Board of Directors with the long-term interests of our shareholders.
−Removed: addition to the compensation provided to our non-employee directors, which is detailed below, each non-employee director is reimbursed
−Removed: for any reasonable out-of-pocket expenses incurred in connection with attending in-person meetings of the Board of Directors and Board
−Removed: committees, as well for any fees incurred in attending continuing education courses for directors.
−Removed: January 2, 2025, the Company entered into director agreements with its non-employee members of the Board of Directors, Gregory Richter,
−Removed: Michael Garel, Scott Wattenberg, and William Ullman, to be considered effective as of closing of the Company’s business combination
−Removed: with Alpha Modus, Corp.
−Removed: (December 13, 2024), and pursuant to which the Company generally agreed to indemnify each of the non-employee
−Removed: directors to the broadest extent permitted by law and agreed to pay each non-employee director (i) $100,000 in common stock per annum,
−Removed: payable quarterly on the first day of each fiscal quarter and valued based on the closing price of the Company’s common stock on
−Removed: December 13, 2024, and (ii) $25,000 in cash per annum, payable in quarterly installments.
−Removed: The Company intends to continue evaluating
−Removed: the compensation to be provided to its non-employee directors.
−Removed: None of the Company’s directors were compensated as directors during
−Removed: 2024 or 2023.
of Control and Termination Provisions
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that during the year ended December 31, 2024, our executive officers and directors and all persons who own more than ten percent of a
−Removed: registered class of our equity securities complied with all Section 16(a) filing requirements, except that Rodney Sperry, Chris Chumas,
−Removed: Thomas Gallagher, Gregory Richter, and Scott Wattenberg have not yet filed Form 3’s.
+Added: registered class of our equity securities complied with all Section 16(a) filing requirements, except that Chris Chumas’ Form
+Added: 3 was filed late, Rodney Sperry, Thomas Gallagher, Gregory Richter, and Scott Wattenberg have not yet filed Form 3’s or Form 4’s
+Added: for issuances during 2025, and William Ullman has not yet filed a Form 4 for issuances during 2025.
Executive Compensation.
102 unchanged sentences
non-solicitation and other covenants in favor of the Company.
+Added: On July 11, 2025, we entered into an amended employment agreement with
+Added: Sperry, pursuant to which Mr.
+Added: Sperry’s salary was increased to $144,000 per year, payable $72,000 per year in cash, and $72,000
+Added: per year in shares of Company common stock, payable quarterly on the last day of each fiscal quarter beginning July 1, 2025, and valued
+Added: based on the closing price listed on Nasdaq.com as of the last trading day during the quarter.
as of closing of the Business Combination on December 13, 2024, we entered into an employment agreement with Chris Chumas to serve as
4 unchanged sentences
annual base salary of $250,000 and is eligible for an annual performance-based cash bonus of up to 110% of Mr.
−Removed: Chumas’s base salary
+Added: Chumas’ base salary
as determined by the Board, as well as annual grants of long-term incentive awards under and subject to the terms of the Company’s
3 unchanged sentences
shall have raised an aggregate of $10,000,000 in funding.
−Removed: Chumas’s employment with the Company is terminated by the Company
+Added: Chumas’ employment with the Company is terminated by the Company
without “cause” (as defined in the agreement), he will receive severance of 12 months of current base salary, payable in
5 unchanged sentences
duties, or responsibilities, a material reduction in base salary or other compensation benefits, relocation of more than 50 miles from
−Removed: Chumas’s then-current place of employment being required by the Board, or material breach by the Company of the employment
+Added: Chumas’ then-current place of employment being required by the Board, or material breach by the Company of the employment
agreement, or (iii) after Mr.
1 unchanged sentence
failure to obtain the assumption of the employment agreement following the change in control.
−Removed: Chumas’s right to receive these
+Added: Chumas’ right to receive these
severance benefits is subject to his providing a release of claims to the Company and his continued compliance with confidentiality,
39 unchanged sentences
the 401(k) plan.
+Added: key objective of our non-employee directors’ compensation program is to attract and retain highly qualified directors with the
+Added: necessary skills, experience and character to oversee our management.
+Added: We currently use equity-based compensation to partially compensate
+Added: our directors due to our restricted cash flow position;
+Added: however, we may in the future provide cash compensation to our directors.
+Added: use of equity-based compensation is designed to recognize the time commitment, expertise and potential liability relating to active Board
+Added: service, while aligning the interests of our Board of Directors with the long-term interests of our shareholders.
+Added: addition to the compensation provided to our non-employee directors, which is detailed below, each non-employee director is reimbursed
+Added: for any reasonable out-of-pocket expenses incurred in connection with attending in-person meetings of the Board of Directors and Board
+Added: committees, as well for any fees incurred in attending continuing education courses for directors.
+Added: January 2, 2025, the Company entered into director agreements with its non-employee members of the Board of Directors, Gregory Richter,
+Added: Michael Garel, Scott Wattenberg, and William Ullman, to be considered effective as of closing of the Company’s business combination
+Added: with Alpha Modus, Corp.
+Added: (December 13, 2024), and pursuant to which the Company generally agreed to indemnify each of the non-employee
+Added: directors to the broadest extent permitted by law and agreed to pay each non-employee director (i) $100,000 in common stock per annum,
+Added: payable quarterly on the first day of each fiscal quarter and valued based on the closing price of the Company’s common stock on
+Added: December 13, 2024 (and the end of each fiscal quarter thereafter), and (ii) $25,000 in cash per annum, payable in quarterly installments.
+Added: The Company intends to continue evaluating the compensation to be provided to its non-employee directors.
+Added: None of the Company’s
+Added: directors were compensated as directors during 2024.
+Added: Director compensation during 2025 is summarized in the table below.
+Added: Compensation Table
+Added: Fees earned or paid in cash
+Added: Option awards
+Added: Non-equity incentive plan
+Added: Nonqualified deferred
+Added: compensation earnings
+Added: All other compensation
+Added: William Alessi
+Added: William Ullman
+Added: Michael Garel
+Added: Scott Wattenberg
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
−Removed: following table sets forth certain information with respect to the beneficial ownership of our common stock and voting preferred stock
−Removed: as of March 10, 2025, for (i) each of our named executive officers and directors;
−Removed: (ii) all of our named executive officers and directors
−Removed: and (iii) each other shareholder known by us to be the beneficial owner of more than 5% of our outstanding common stock.
−Removed: The following table assumes that the underwriters have not exercised the over-allotment option.
−Removed: ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities.
−Removed: purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock
−Removed: that such person or any member of such group has the right to acquire within sixty (60) days thereafter.
−Removed: For purposes of computing the
−Removed: percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person
−Removed: or persons has the right to acquire within sixty (60) days are deemed to be outstanding for such person, but not deemed to be outstanding
−Removed: for the purpose of computing the percentage ownership of any other person.
−Removed: The inclusion herein of any shares listed as beneficially
−Removed: owned does not constitute an admission of beneficial ownership by any person.
−Removed: percentages below are calculated based on 12,476,780 shares of the Company’s Class A common stock, and 7,500,000 shares of Series
−Removed: C Preferred Stock, issued and outstanding as of March 10, 2025.
−Removed: We do not have any outstanding options, warrants exercisable for, or
−Removed: other securities convertible into shares of our common stock within the next 60 days which are deemed beneficially owned by the holder
−Removed: thereof, which are required to be disclosed below.
−Removed: Unless otherwise indicated, the address of each beneficial owner listed in the table
−Removed: below is care of our company, Alpha Modus Holdings, Inc., 20311 Chartwell Center Dr., #1469, Cornelius, North Carolina, 28031.
−Removed: Name and Address of Beneficial Owner
−Removed: Class A Common Stock
+Added: following table sets forth information known to the Company regarding the beneficial ownership of the Company’s common stock as
+Added: of December 3, 2025, by:
+Added: person who is known by the Company to be the beneficial owner of more than 5% of the outstanding shares of the Company’s common
+Added: of the Company’s named executive officers and directors;
+Added: of the Company’s executive officers and directors as a group.
+Added: ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
+Added: if he, she or it possesses sole or shared voting or investment power over that security, which includes the power to dispose of or to
+Added: direct the disposition of the security or has the right to acquire such powers within 60 days.
+Added: In computing the number of shares of the
+Added: Company’s common stock beneficially owned by a person or entity and the percentage ownership, the Company deemed outstanding shares
+Added: of its common stock subject to options and warrants held by that person or entity that are currently exercisable or exercisable within
+Added: 60 days of December 3, 2025.
+Added: The Company did not deem these shares outstanding, however, for the purpose of computing the percentage
+Added: ownership of any other person or entity.
+Added: otherwise noted, the address of each beneficial owner is c/o Alpha Modus Holdings, Inc., 20311 Chartwell Center Dr., #1469, Cornelius,
+Added: North Carolina, 28031.
+Added: beneficial ownership of the Company’s stock is based on 41,959,958 shares of the Company’s common stock, and 4,300,000 shares
+Added: of Series C Preferred Stock, issued and outstanding as of December 3, 2025.
+Added: Name and Address
+Added: of Beneficial
Directors and Executive Officers
3 unchanged sentences
Rodney Sperry
−Removed: Michael Garel
Thomas Gallagher
+Added: Michael Garel
Gregory Richter
2 unchanged sentences
All Directors and Executive Officers as a Group
−Removed: Other Five Percent Holders
−Removed: Odeon Capital Group, LLC (6)
−Removed: Insight Acquisition Sponsor LLC (8)
−Removed: Michael Singer (10)
(i) 139,784 shares of common stock held in the name of The Alessi 2023 Irrevocable Trust, (ii) 6,719,967 shares of common stock held
in the name of The WRA 2023 Irrevocable Trust, (iii) 6,719,967 shares of common stock held in the name of The Janet Alessi 2023 Irrevocable
−Removed: Trust, (iv) 200,000 shares of common stock held in the name of The Isabella Alessi 2023 Irrevocable Trust, (v) 200,000 shares of
−Removed: common stock held in the name of The Kim Alessi Richter Irrevocable Trust, (vi) 610,216 shares of common stock held in the name of
−Removed: the Alessi Revocable Trust, (vii) 2,792,308 shares of common stock held in the name of Janbella Group, LLC, and (viii) 750,000 shares
−Removed: of common stock held in the name of Insight Acquisition Sponsor LLC, which has granted an irrevocable proxy to vote such shares to
−Removed: William Alessi.
+Added: Trust, (iv) 6,719,967 shares of common stock held in the name of The Isabella Alessi 2023 Irrevocable Trust, (v) 6,719,967 shares
+Added: of common stock held in the name of The Kim Alessi Richter Irrevocable Trust, (vi) 610,216 shares of common stock held in the name
+Added: of the Alessi Revocable Trust, (vii) 2,792,308 shares of common stock held in the name of Janbella Group, LLC, and (viii) 750,000
+Added: shares of common stock held in the name of Insight Acquisition Sponsor LLC, which has granted an irrevocable proxy to vote such shares
+Added: to William Alessi.
William Alessi’s spouse, Sonia Alessi, is the trustee of each of the preceding trusts, and Mr.
−Removed: Alessi is deemed
−Removed: to be the beneficial owner of shares held in the name of each of the trusts.
−Removed: Alessi has voting and investment discretion with
−Removed: respect to shares held by Janbella Group, LLC, and is deemed to be the beneficial owner of shares held in the name of Janbella Group,
−Removed: (i) 4,300,000 shares of Series C Preferred Stock held in the name of The Alessi 2023 Irrevocable Trust, (ii) 800,000 shares of Alpha
−Removed: Modus Series C Preferred Stock held in the name of The WRA 2023 Irrevocable Trust, (iii) 800,000 shares of Alpha Modus Series C Preferred
−Removed: Stock held in the name of The Janet Alessi 2023 Irrevocable Trust, (iv) 800,000 shares of Alpha Modus Series C Preferred Stock held
−Removed: in the name of The Isabella Alessi 2023 Irrevocable Trust, and (v) 800,000 shares of Alpha Modus Series C Preferred Stock held in
−Removed: the name of The Kim Alessi Richter Irrevocable Trust.
−Removed: (i) 22,632 shares of common stock held in the name of Gregory Richter, and (ii) 16,000 shares of common stock held in the name of
+Added: deemed to be the beneficial owner of shares held in the name of each of the trusts.
+Added: Alessi has voting and investment discretion
+Added: with respect to shares held by Janbella Group, LLC, and is deemed to be the beneficial owner of shares held in the name of Janbella
+Added: of 3,870,000 shares of Series C Preferred Stock held in the name of The Alessi 2023 Irrevocable Trust.
+Added: of (i) 75,000 shares of Class A common stock held in the name of Chris Chumas, and (ii) 6,000 shares of Class A common stock held
+Added: in the name of Mr.
+Added: Chumas’s spouse, Amanda Chumas.
+Added: of (i) 215,000 shares of Series C Preferred Stock held in the name of Chris Chumas, and (ii) 215,000 shares of Series C Preferred
+Added: Stock held in the name of Mainstar Trust Cust Fbo Chris P Chumas Roth IRA.
+Added: (i) 59,435 shares of Class A common stock held in the name of Gregory Richter, and (ii) 16,000 shares of Class A common stock held
+Added: in the name of Mr.
Richter’s spouse, Kim Alessi Richter.
−Removed: (i) 74,177 shares of common stock held in the name of William Ullman, (ii) 159,983 shares of common stock held in the name of Water
−Removed: Street Opportunities I LLC, and (iii) 421,052 shares of common stock issuable under the private placement warrants held by Water
−Removed: Street Opportunities I LLC, which are deemed to be beneficially owned by Water Street Opportunities I LLC since the warrants are
−Removed: exercisable within 60 days of the date of the Closing.
−Removed: Ullman has voting and investment discretion with respect to securities
−Removed: held by Water Street Opportunities I LLC, and is deemed to be the beneficial owner of securities held in the name of Water Street
−Removed: Opportunities I LLC.
−Removed: on the basis of (i) 12,476,780 shares of the common stock outstanding as of March 10, 2025, plus (ii) 421,052 shares of common stock
−Removed: issuable upon exercise of warrants deemed to be beneficially owned by William Ullman (see note 4).
−Removed: address of Odeon Capital Group, LLC (“Odeon”) is 750 Lexington Ave., 27 th Floor, New York, NY 10022.
−Removed: of (i) 90,000 shares of New IAC common stock issued to Odeon at Closing of the Business Combination, and (ii) 360,000 shares of common
−Removed: stock issuable under the private placement warrants held by Odeon, which are deemed to be beneficially owned by Odeon since the warrants
−Removed: are exercisable within 60 days of the date of the Closing.
−Removed: address of the Sponsor is 333 East 91st Street, New York, NY 10128.
−Removed: 750,000 shares of common stock (the Sponsor Earnout Shares) that are held in the name of the Sponsor but subject to escrow conditions
−Removed: prior to release to the Sponsor.
−Removed: On March 4, 2025, the Sponsor granted William Alessi an irrevocable proxy to vote the shares prior
−Removed: to their release from the escrow conditions.
−Removed: Accordingly, such shares are now deemed to be beneficially owned by Mr.
−Removed: address of Michael Singer is 333 East 91st Street, New York, NY 10128.
−Removed: 755,256 shares of common stock held by Michael Singer, but does not include any shares of common stock issuable upon exercise of
−Removed: Singer’s warrants as the Company and Mr.
−Removed: Singer amended such warrants to include a 4.99% beneficial ownership limitation
−Removed: on or about March 4, 2025.
+Added: (i) 110,980 shares of Class A common stock held in the name of William Ullman, (ii) 159,983 shares of Class A common stock held in
+Added: the name of Water Street Opportunities I LLC, (iii) 50,000 shares of common stock issuable under the Private Placement Warrants held
+Added: Ullman, which are deemed to be beneficially owned by Mr.
+Added: Ullman since the warrants are exercisable within 60 days of the date
+Added: of the Closing, and (iii) 421,052 shares of common stock issuable under the Private Placement Warrants held by Water Street Opportunities
+Added: I LLC, which are deemed to be beneficially owned by Water Street Opportunities I LLC since the warrants are exercisable within 60
+Added: days of the date of the Closing.
+Added: Ullman has voting and investment discretion with respect to securities held by Water Street
+Added: Opportunities I LLC, and is deemed to be the beneficial owner of securities held in the name of Water Street Opportunities I LLC.
Certain Relationships and Related Transactions, and Director Independence.
−Removed: have a five members of our Board of Directors, of which three members qualify as “independent” under the listing rules of
+Added: have five members of our Board of Directors, of which three members qualify as “independent” under the listing rules of the
Party Transactions
−Removed: 2021, William Alessi (“Alessi”), an officer and director of the Company, loaned the Company $89,929 and received a payment
−Removed: of $4,000, for a net of $85,929.
−Removed: The loan is informal, unsecured, due on demand and bears 10% interest.
−Removed: The accrued interest as of December
−Removed: 31, 2023 was $3,612.
−Removed: The accrued interest as of December 31, 2024 was $6,049.
−Removed: In 2023, the Company made payments of $61,958 towards the
−Removed: balance of the loan.
−Removed: On April 17, 2024, the Company paid the remaining balance of $23,972.
−Removed: As of December 31, 2024 and 2023, the balance
−Removed: 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
17 unchanged sentences
During the year ended December 31, 2024,
−Removed: the Company amortized $35,753 of this discount.
−Removed: As of December 31, 2023, there is a remaining balance of $1,747 left of the OID.
−Removed: the year ended December 31, 2024, the Company amortized the remaining balance of $1,747 of this discount.
−Removed: There was a one-time interest
−Removed: charge of 10%, or $41,250, which was recorded as original interest discount and is being amortized over the life of the original note
−Removed: ending on January 17, 2024.
−Removed: During the year ended December 31, 2023, the Company amortized $39,329 of this discount.
−Removed: As of December 31,
−Removed: 2023, there was a balance remaining of $1,921.
−Removed: During the year ended December 31, 2024, the Company amortized the remaining balance of
−Removed: $1,921 of this discount.
−Removed: On March 29, 2024, the Company extended this note to June 7, 2024 and issued 1,400,000 shares of common stock
−Removed: to the JanBella.
−Removed: The stock was valued at $0.025 per share for a total value of $35,000.
−Removed: The Company recorded the charge of $35,000 as
−Removed: a debt discount and amortized $35,000 as debt discount interest expense during the year ended December 31, 2024.
+Added: the Company amortized the remaining balance of $1,747 of this discount.
+Added: There was a one-time interest charge of 10%, or $41,250, which
+Added: was recorded as original interest discount and is being amortized over the life of the original note ending on January 17, 2024.
+Added: the year ended December 31, 2023, the Company amortized $39,329 of this discount.
+Added: As of December 31, 2023, there was a balance remaining
+Added: During the year ended December 31, 2024, the Company amortized the remaining balance of $1,921 of this discount.
+Added: 29, 2024, the Company extended this note to June 7, 2024 and issued 1,400,000 shares of common stock to the JanBella.
+Added: The stock was valued
+Added: at $0.025 per share for a total value of $35,000.
+Added: The Company recorded the charge of $35,000 as a debt discount and amortized $35,000
+Added: as debt discount interest expense during the year ended December 31, 2024.
+Added: On August 18, 2025, the Company renegotiated the note with
+Added: All JanBella notes were in default, so have been treated as one negotiation (see August 18, 2025 note below).
As of December
8 unchanged sentences
As of December 31, 2024, the balance of this discount
−Removed: During the year ended December 31, 2024, the Company amortized $18,157 of this discount.
−Removed: As of December 31, 2024, the balance
−Removed: of this discount was $0.
All assets of the Company are collateral for the note.
−Removed: As of December 31, 2024 and 2023, the balance on this
−Removed: note was $300,000.
+Added: On August 18, 2025, the Company renegotiated the note with JanBella.
+Added: JanBella notes were in default, so have been treated as one negotiation (see August 18, 2025 note below).
+Added: As of December 31, 2025 and
+Added: 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.
6 unchanged sentences
As of December 31, 2024, the balance of this discount
−Removed: During the year ended December 31, 2024, the Company amortized $13,713 of this discount.
−Removed: As of December 31, 2024, the balance
−Removed: of this discount was $0.
All assets of the Company are collateral for the note.
−Removed: As of December 31, 2024 and 2023, the balance on this
−Removed: note was $221,941.
+Added: On August 18, 2025, the Company renegotiated the note with JanBella.
+Added: JanBella notes were in default, so have been treated as one negotiation (see August 18, 2025 note below).
+Added: As of December 31, 2025 and
+Added: 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.
14 unchanged sentences
On December 13, 2024 as part of the business combination, the Company paid $100,000 on this balance.
−Removed: As of December
−Removed: 31, 2024 and 2023, the balance on this note was $400,000 and $0, respectively.
−Removed: the fiscal year ending December 31, 2023, the Company agreed to reimburse Mr.
−Removed: Alessi $208,433 for the cancellation of 90,165,908 shares
−Removed: and the potential acquisition of Alpha Modus Corp.
−Removed: by Insight Acquisition Corp.
−Removed: Payments of $120,083 had been made during 2023, leaving
−Removed: a balance due to Mr.
−Removed: Alessi of $88,350 as of December 31, 2023.
−Removed: During the year ended December 31, 2024, the Company made payments of
−Removed: $88,350, leaving a balance due of $0.
−Removed: Promissory Note
−Removed: July 25, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of $35,000 (the “Note”)
+Added: On August 18, 2025,
+Added: the Company renegotiated the note with JanBella.
+Added: All JanBella notes were in default, so have been treated as one negotiation (see August
+Added: 18, 2025 note below).
+Added: As of December 31, 2025 and 2024, the balance on this note was $0 and $400,000, respectively.
+Added: March 14, 2025, the Company and Janbella entered into a verbal agreement for an additional $400,000 0% Senior Secured Promissory Note.
+Added: Between March and April, 2025, the Company received $400,000 as part of this verbal agreement.
+Added: On May 5, 2025, the Company paid $400,000
+Added: towards the balance of this note.
+Added: During June 2025, the Company received an additional $400,000 under the verbal agreement.
+Added: 2025, the Company repaid the additional $400,000.
+Added: As of December 31, 2025 and 2024, the balance on this note was $0 and $0, respectively.
+Added: August 18, 2025, the Company renegotiated the notes with JanBella.
+Added: All notes were in default.
+Added: In the new agreement, JanBella elected
+Added: to retain the default penalties and interest on the notes and elected to forgive the default status and extend the notes to February
+Added: The adjusted balance of the notes with the default penalties and interest is $2,747,038.
+Added: The Company recognized interest expense
+Added: of $1,276,447 for the default penalties and interest on the notes.
+Added: The interest rate on all notes was set at 8.00% and the notes became
+Added: convertible at a fixed price of $1.10.
+Added: The Company is currently negotiating extensions for these notes.
+Added: As of December 31, 2025 and 2024,
+Added: the balance on this consolidated note was $2,747,308 and $0 and accrued interest was $82,411 and $0, respectively.
+Added: July 10, 2025, the Company and The Alessi 2023 Irrevocable Trust entered into a Promissory Note for $2,142,857.
+Added: The note matures on April
+Added: The interest rate is 8.00%.
+Added: An original interest discount was included on this note of $642,857.
+Added: This discount is being amortized
+Added: over the life of the original note ending on April 30, 2026.
+Added: This note is convertible at a fixed price of $5.00.
+Added: During the year ended
+Added: December 31, 2025, the Company amortized $306,458 of this discount.
+Added: As of December 31, 2025 and 2024, the balance was $2,142,857 and
+Added: $0, with accrued interest $82,857 and $0, respectively.
+Added: September 16, 2025, the Company and The Alessi 2023 Irrevocable Trust entered into a Promissory Note for $714,286.
+Added: The note matures on
+Added: September 15, 2026.
+Added: The interest rate is 8.00%.
+Added: An original interest discount was included on this note of $214,286.
+Added: This discount is
+Added: being amortized over the life of the original note ending on September 15, 2026.
+Added: This note is convertible at a fixed price of $5.00.
+Added: During the year ended December 31, 2025, the Company amortized $71,037 of this discount.
+Added: As of December 31, 2025 and 2024, the balance
+Added: was $714,286 and $0, with accrued interest $16,825 and $0, respectively.
+Added: the year ended December 31, 2025, the Company’s CEO, William Alessi, paid various expenses on his credit cards in behalf of the
+Added: The Company reimburses Mr.
+Added: Alessi for these charges.
+Added: As of December 31, 2025, there was a balance due Mr.
+Added: Alessi of $252,830,
+Added: which has been reported as an accrued liability payable to a related party on the financial statements.
+Added: INAQ Convertible Promissory Note
+Added: 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.
+Added: This note is currently in default.
The principal balance may be repaid at any time.
−Removed: The principal balance shall be payable by the Company either:
−Removed: cash, or (ii) at the Payee’s election in writing, by issuance of Maker’s private placement warrants (the “Private Warrants”),
−Removed: at a price of $1.00 per Private Warrant.
−Removed: Each Private Warrant entitles the holder to purchase one share of Class A common stock at $11.50
−Removed: As of December 31, 2024, the balance on this note was $35,000.
+Added: The principal balance shall be payable
+Added: by the Company either:
+Added: (i) in cash, or (ii) at the Payee’s election in writing, by issuance of Maker’s private placement
+Added: warrants (the “Private Warrants”), at a price of $1.00 per Private Warrant.
+Added: Each Private Warrant entitles the holder to purchase
+Added: one share of Class A common stock at $11.50 per share.
+Added: As of December 31, 2025 and 2024, the balance on this note was $35,000.
Placement Warrants
124 unchanged sentences
this context, the Audit Committee of the Board of Directors has reviewed and discussed our audited financial statements as of December
−Removed: 31, 2024 and December 31, 2023, with management and the independent registered public accounting firm.
−Removed: The Audit Committee has discussed
−Removed: with the independent registered public accounting firm the matters required to be discussed by the Statement on Auditing Standards No.
−Removed: 61, Professional Standards , as amended.
−Removed: In addition, the Audit Committee has received the written disclosures and the letter from
−Removed: the independent registered public accounting firm required by Independence Standards Board Standard No.
−Removed: 1, Independence Discussions
−Removed: with Audit Committees , as currently in effect, and has discussed their independence with us.
+Added: 31, 2025 and 2024, with management and the independent registered public accounting firm.
+Added: The Audit Committee has discussed with the
+Added: independent registered public accounting firm the matters required to be discussed by the Statement on Auditing Standards No.
+Added: 61, Professional
+Added: Standards , as amended.
+Added: In addition, the Audit Committee has received the written disclosures and the letter from the independent
+Added: registered public accounting firm required by Independence Standards Board Standard No.
+Added: 1, Independence Discussions with Audit Committees ,
+Added: as currently in effect, and has discussed their independence with us.
Exhibits, Financial Statement Schedules.
15 unchanged sentences
Executive Officer
−Removed: April 15, 2025
+Added: March 31, 2026
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
2 unchanged sentences
Chief Executive Officer
+Added: March 31, 2026
Director (principal executive officer)
1 unchanged sentence
Financial Officer
+Added: March 31, 2026
financial and accounting officer)
+Added: March 31, 2026
Scott Wattenberg
+Added: March 31, 2026
Michael Garel
+Added: March 31, 2026
William Ullman
+Added: March 31, 2026
+Added: Sales Agreement, dated January 7, 2026, by and between Alpha Modus Holdings, Inc.
+Added: Wainwright & Co., LLC
Business Combination Agreement, dated as of October 13, 2023, by and among Insight Acquisition Corp., IAC Merger Sub Inc.
37 unchanged sentences
Fee Modification Agreement, dated June 20, 2024, among Cantor Fitzgerald & Co., Insight Acquisition Corp., and Alpha Modus, Corp.
−Removed: Employment Agreement, dated January 1, 2025, by and between Alpha Modus Holdings, Inc.
−Removed: and Thomas Gallagher
−Removed: Director Agreement, effective as of December 13, 2024, by and between Alpha Modus Holdings, Inc.
−Removed: and Gregory Richter
−Removed: Director Agreement, effective as of December 13, 2024, by and between Alpha Modus Holdings, Inc.
−Removed: and Michael Garel
−Removed: Director Agreement, effective as of December 13, 2024, by and between Alpha Modus Holdings, Inc.
−Removed: and Scott Wattenberg
−Removed: Director Agreement, effective as of December 13, 2024, by and between Alpha Modus Holdings, Inc.
−Removed: and William Ullman
−Removed: Amendment to Secured Convertible Promissory Note, dated January 27, 2025, by and between Alpha Modus Holdings, Inc.
+Added: Patent Monetization Agreement, dated April 28, 2025, by and between Alpha Modus Holdings, Inc., and Alpha Modus Ventures, LLC
+Added: Option Agreement, dated April 28, 2025, by and between Alpha Modus Holdings, Inc., and Janbella Group, LLC, and Chris Chumas
+Added: Amendment #2 to Secured Convertible Promissory Note, dated April 28, 2025, by and between Alpha Modus Holdings, Inc.
and Streeterville Capital, LLC
+Added: Exchange Agreement, dated May 27, 2025, by and between Alpha Modus Holdings, Inc., and The WRA 2023 Irrevocable Trust, The Janet Alessi 2023 Irrevocable Trust, The Isabella Alessi 2023 Irrevocable Trust, and The Kim Alessi Richter Irrevocable Trust
+Added: Amended Employment Agreement, dated July 1, 2025, by and between Alpha Modus Holdings, Inc., and Rodney Sperry
+Added: Promissory Note Due April 30, 2026, issued by Alpha Modus Holdings, Inc.
+Added: to The Alessi 2023 Irrevocable Trust, dated July 10, 2025
+Added: Intellectual Property License Agreement, dated July 21, 2025, by and between Alpha Modus Holdings, Inc., CashXAI, Inc., and CashX, LLC
+Added: Exchange Agreement, dated August 14, 2025, by and between Alpha Modus Holdings, Inc., and The Alessi 2023 Irrevocable Trust
+Added: Cancellation Agreement, dated September 8, 2025, by and between Alpha Modus Holdings, Inc., and The Alessi 2023 Irrevocable Trust
+Added: Promissory Note Due September 15, 2026, issued by Alpha Modus Holdings, Inc.
+Added: to The Alessi 2023 Irrevocable Trust, dated September 16, 2025
+Added: Securities Purchase Agreement, dated October 16, 2025, by Alpha Modus Holdings, Inc.
+Added: and the Nancy Helen Wallace and Gerard Haase-Dubosc Family Trust
+Added: Convertible Promissory Note Due October 15, 2026, issued by Alpha Modus Holdings, Inc.
+Added: to the Nancy Helen Wallace and Gerard Haase-Dubosc Family Trust, dated October 16, 2025
+Added: Common Stock Purchase Warrant, dated October 16, 2025
+Added: Consulting Agreement, dated September 22, 2025, by and between Alpha Modus Holdings, Inc.
+Added: and Rucus Holdings LLC
+Added: Consulting Agreement, dated September 22, 2025, by and between Alpha Modus Holdings, Inc.
+Added: and Leron Group LLC
+Added: Securities Purchase Agreement, dated October 31, 2025, by Alpha Modus Holdings, Inc.
+Added: and AIFirst Ventures LLC
+Added: Convertible Promissory Note Due October 30, 2026, issued by Alpha Modus Holdings, Inc.
+Added: to AIFirst Ventures LLC, dated October 31, 2025
+Added: Common Stock Purchase Warrant, dated October 31, 2025
+Added: Securities Purchase Agreement, dated December 30, 2025, by Alpha Modus Holdings, Inc.
+Added: and Alexander Haase-Dubosc
+Added: Convertible Promissory Note Due December 29, 2026, issued by Alpha Modus Holdings, Inc.
+Added: to Alexander Haase-Dubosc, dated December 30, 2025
Letter from WithumSmith+Brown, PC to the SEC, dated December 19, 2024
22 unchanged sentences
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.