What changed in this filing

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Item 9A. Controls and Procedures

2025-04-15 compared with 2024-05-14 · 1047 added, 2479 removed, 33 unchanged (99% of the section changed)

Controls and Procedures.

of Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the

participation of our management, including our principal executive officer and principal financial and accounting officer, we

conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal period ended

December 31, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation,

our principal executive officer and principal financial officer have concluded that during the period covered by this report, our

disclosure controls and procedures were not effective as of December 31, 2023 due to the Company’s inability to timely file

the Annual Report on Form 10-K for the years ended December 31, 2022 and 2023, and the subsequent March 31, 2023 and June 30, 2023

Form 10-Qs, as well as the over withdrawal of the trust funds, incorrect transfer of funds to the Sponsor account, as noted below,

and restatement of prior periods, which resulted in material weaknesses.

Between March 2, 2023 and December 5, 2023, the Company withdrew an

aggregate amount of $2,497,248.57 from the Trust Account pursuant to seven separate written withdrawal requests to Continental Stock Transfer

and Trust (“Continental”), the trustee for the Trust Account for the payment of taxes.

While the Company paid an aggregate

amount of $1,447,889.17 for tax payments, the remaining amount of $1,049,359.40, that was withdrawn from the Trust Account for tax purposes,

was used to pay other business expenses of the Company.

On March 15, 2024, the Sponsor deposited $1,049,359.40 into the Trust Account,

and on March 26, 2024, the Sponsor deposited an additional amount $36,285.07 in to the Trust Account to reimburse the Trust Account for

interest that would have earned on the $1,049,359.40 that was erroneously withdrawn from the Trust Account.

This resulted in a material

Subsequent to the period ended, the funds were returned by the Sponsor to the Company’s Trust Account.

Additionally, during the year ended December 31, 2023, funds were transferred

from the Trust account to the Company’s operating bank account and then to the Sponsor, which is not in accordance with the trust

During the year ended December 31, 2023 we did not have controls in place to prevent or detect such transfer of funds.

resulted in a material weakness.

Subsequent to the period ended, the funds were returned by the Sponsor to the Company’s operating

bank account.

Disclosure controls and procedures are designed

to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported

within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our

management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate

to allow timely decisions regarding required disclosure.

Management’s Report on Internal Controls

Over Financial Reporting

As required by SEC rules and regulations implementing

Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over

financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with

Our internal control over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets

of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance

with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors,

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could

have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of

our internal control over financial reporting as of December 31, 2023.

In making these assessments, management used the criteria set

forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework

Based on our assessments and those criteria, management determined that our internal controls over financial reporting were not

effective as of December 31, 2023 due to the deficiencies noted above.

Management has implemented remediation steps to improve our internal

control over financial reporting and controls in place for the Trust Account activity.

Specifically, we expanded and improved our review

process for complex securities and related accounting standards as well as approvals and controls over the Trust Account activity.

plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom

to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training

to supplement existing accounting professionals.

This Annual Report on Form 10-K does not include

an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the

Changes in Internal Control over Financial

There were no changes in our internal control over financial reporting

(as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent quarter that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

Management intends to remediate the identified

material weaknesses by implementing a more timely reporting schedule, incorporating additional reviews of the consolidated financial statement

support for future quarters and a thorough review process of material agreements to ensure adherence to agreement stipulations.

maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant

to the Securities Exchange Act, of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the

time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our chief executive

officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

required by Rules 13a-15(b) of the Exchange Act, an evaluation as of December 31, 2024, was conducted under the supervision and with

the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure

controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based upon that evaluation, our chief executive

officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2024.

Report of Management on Internal Control over Financial Reporting

are responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial

reporting is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act.

Under the supervision and with the participation of our management

including our of our chief executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our

internal control over financial reporting based on the 2013 framework in Internal Control-Integrated Framework issued by the Committee

of Sponsoring Organizations 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

that our internal control over financial reporting was not effective as of December 31, 2024, for the reasons listed below, each of which

are material weaknesses:

lack of sufficient in-house qualified accounting staff;

controls and segregation of duties due to limited resources and number of employees.

mitigate the items identified in the assessment, we rely heavily on direct management oversight of transactions, along with the use of

legal and accounting professionals/consultants.

As we grow, we expect to increase the number of employees, which would enable us to implement

adequate segregation of duties within the internal control framework.

Changes in Internal Control over Financial Reporting

than as disclosed in Item 9 above, there have been no other changes in our internal control over financial reporting that occurred during

the period covered by this Annual Report on Form 10-K for the year ended 2024, that have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

Michael Singer

Executive Chairman

Chief Executive Officer,

Chief Financial Officer and Director

David Brosgol

Victor Pascucci, III

William Ullman

Our directors and executive officers are as follows:

Michael Singer has served as our Executive Chairman

and as a director since April 2021.

He is the Managing Partner of Alternative Insight, LLC.

In 2017, he formed Alternative Insight LLC

to serve as management company for his investment management activities, directorships and consultancy.

He was Executive Vice Chairman

of the Board of Directors of National Holdings Corporation (Nasdaq:

NHLD), which was sold to B.

Riley Financial in February 2021.

2012 to 2017, Mr.

Singer was Chief Executive Officer and President of Ramius (Cowen Investment Management).

Prior to that, he was

Head of Alternative Investments at Third Avenue Management.

From 2004 to 2009, he was co-President of Ivy Asset Management, an institutional

fund of hedge funds business.

Singer began his career at Weiss, Peck & Greer, where he spent nine years and served

as Senior Managing Director and Executive Committee Member.

Singer received his Juris Doctorate from the Emory University School

of Law and Bachelor of Science degree in accounting with honors from Penn State University.

He is an attorney and CPA.

We believe Mr.

deep asset management industry background, coupled with broad operational and transactional experience, make him well qualified to serve

as Executive Chairman of our board of directors.

Jeffrey Gary has served as our Chief Executive

Officer, Chief Financial Officer and as a director since April 2021.

Gary has a 30-year track record in the investment

and financial services industry, including significant M&A experience.

He is an experienced board member and investor, having worked

on numerous transactions with SPACs and public and private equity companies and has directly led audit, fiduciary, and corporate governance

committees of these companies.

He was on the on the board of directors of National Holdings Corporation (Nasdaq:

NHLD) (February 2019

to February 2021), where he also served as the chair of the audit committee until the successful sale of National to B.

Riley Financial

in February 2021.

He currently serves on the Board of Directors for the Arca US Treasury Mutual Fund and is the Audit Committee Chair

(since December 2019).

Gary also sits on the advisory boards for Monroe Capital (since January 2020) and two FinTech companies,

DealBox (since May 2019) and Total Network Service/Digital Names (since May 2019).

From October 2018 to March 2020, Mr.

on the board of directors of the Axonic Alternative Income Mutual Fund.

business and affairs of the Company are managed by or under the direction of the Board of Directors (“ Board ”) of the

The Company’s Amended and Restated Charter provides for a staggered, or classified, Board of Directors consisting of three

classes of directors, each serving a staggered three-year term and with one class being elected at each year’s annual meeting of

stockholders, as follows:

A, which consists of Scott Wattenberg, whose term will expire at the first annual meeting of stockholders to be held after the consummation

of the Business Combination;

B, which consists of William Ullman and Michael Garel, whose terms will expire at the second annual meeting of stockholders to be

held after the consummation of the Business Combination;

C, which consists of William Alessi and Gregory Richter, whose terms will expire at the third annual meeting of stockholders to be

held after the consummation of the Business Combination.

each annual meeting of stockholders, directors for a particular class will be elected for a three-year term at the annual meeting of

stockholders in the year in which the term for that class expires.

Each director’s term is subject to the election and qualification

of his or her successor, or his or her earlier death, disqualification, resignation or removal.

Subject to any rights applicable to any

then outstanding preferred stock, any vacancies on the Company Board may be filled only by the affirmative vote of a majority of the

directors then in office.

Any increase or decrease in the number of directors will be distributed among the three classes so that, as

nearly as possible, each class will consist of one-third of the directors.

This classification of the Company Board may have the effect

of delaying or preventing changes in the Company’s control or management.

The Company’s directors may be removed for cause

by the affirmative vote of the holders of at least two-thirds of the Company’s voting securities.

following table sets forth the name, age and position of each of the directors and executive officers of the Company:

Executive Officer, Director

Financial Officer

Sales Officer

Revenue Officer

Director (1),(2),(3)

Member of the Company audit committee.

Member of the Company compensation committee.

Member of the Company nominating and corporate governance committee.

Alessi was appointed to serve as the Chief Executive Officer of the Company and as a member of the Company Board upon consummation of

the Business Combination on December 13, 2024.

He is the founder, and has served as the CEO, of Alpha Modus, Corp.

since August 2014,

and as the Managing Director of Hybrid Titan Management, LLC, from September 2000 to November 2021.

Alessi served on the board of

directors of Accredited Solutions, Inc.

(formerly known as Good Hemp, Inc.) from February 2018 to May 2022, and as its President and

Chief Executive Officer until December 2021.

We believe that Mr.

Alessi’s many years of executive leadership experience, as well

as his longstanding personal connection to Alpha Modus and its intellectual property, qualify him to serve on the Company Board.

Sperry was appointed to serve as the Chief Financial Officer of the Company upon consummation of the Business Combination on December

He has been serving as CFO of Accredited Solutions, Inc.

since June 2021.

He has 14 years of experience in public accounting

at leading accounting services and consulting firms in Utah.

His industry background includes audits for both private and publicly traded

companies across several industries including manufacturing, distribution, mining, energy, and not-for-profit organizations.

He has served

as outside controller for several public companies over the last thirteen 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

practice for the past thirteen years.

He obtained his bachelor’s degree in accounting from Westminster College and his Master of

Business Administration from Utah State University.

Chumas was appointed the Chief Sales Officer of the Company upon consummation of the Business Combination on December 13, 2024.

been the Chief Strategy Officer of Alpha Modus, Corp.

since June 2018.

Chumas served as an IBM sales executive from 2008-2017.

worked with Erwin, Inc.

as an Enterprise Solution Strategist from 2017-2022 and served as a director of Accredited Solutions, Inc.

July 2019 to May 2022.

Chumas currently works as an Enterprise Sales Leader at WorkFusion, an intelligent automation solutions company,

where he has worked since June 2022.

Gallagher was appointed the Chief Revenue Officer of the Company on January 2, 2025.

He is a seasoned technology executive who brings

substantial sales and go-to-market leadership experience to Alpha Modus.

Throughout his career, Mr.

Gallagher has demonstrated an ability

to build high performing teams and grow top line revenue.

He has held senior executive roles with companies like Zones as Senior Vice

President of the Services and Solutions (March 2023-January 2025), DXC as VP Sales for all North and South American Industries (August

2021-January 2023), and Capgemini NA as Chief Sales Officer of Cloud Infrastructure Services (March 2018-August 2021).

has also held senior sales roles with IBM, HP/EDS and AT&T.

His extensive cross industry and growth mentality are key for Alpha Modus’

next phase of business acceleration.

Gallagher is a graduate of the United States Naval Academy, with a degree in Systems Engineering,

and he served five years in the Marine Corps as a Captain.

Richter is the Chief Executive Officer and a Partner of Medalist Partners, an alternative investment management firm focused on credit

opportunities, and was appointed to the Company Board upon consummation of the Business Combination.

Prior to co-forming Medalist

in May 2018, and its predecessor firm Candlewood Investment Group in 2010, Mr.

Richter worked at Credit Suisse as a portfolio manager

heading their structured credit effort.

Previously, Mr.

Gary was a senior portfolio manager and

led investment teams at Avenue Capital Group (from January 2012 to July 2018), Third Avenue (from May 2009 to December 2010), BlackRock

BLK) (from September 2003 to December 2008), AIG/American General (NYSE:

AIG) (from May 1998 to September 2003), and Koch Industries

(from September 1996 to April 1998) where he invested across all asset classes with a focus on the high-yield, bank loan and distressed

During this time, he operated in a variety of roles, which included presenting each quarter on regulatory, compliance, shareholder,

the Sarbanes-Oxley Act of 2002, and other SEC matters to the Board.

His role also included making investments and negotiating capital

structures for numerous corporate buyout and acquisition transactions.

He also successfully launched and managed several new investment

businesses between 1996 and 2018, and was an angel investor/advisor for a start-up healthcare company.

For a number of years,

Gary was the portfolio manager for numerous NYSE-listed funds.

Gary also sat as an investment committee member at BlackRockKelso

Capital BDC (Nasdaq:

BKCC) (“BKCC”) from February 2005 to December 2008, where he was involved with the review and approval

of all private equity and credit investments, and was a team member in the launch and initial public offering of BKCC.

Additionally,

Gary was employed at Avenue Capital from January 2012 to July 2018.

He started his career at PricewaterhouseCoopers as a senior

auditor from September 1984 to June 1987 and later as a senior analyst at Citigroup (NYSE:

C) from July 1987 to July 1988.

1988 to December 2002, Mr.

Gary was an investment banker at Mesirow Financial.

From January 1993 to August 1996, he was a senior

distressed analyst at Cargill, Inc.

Gary served as a Board Director and Chief Financial Officer of Fusion I from June 2020 until

its business combination with MoneyLion in September 2021 and continues to be a Board Director of MoneyLion.

Gary also served

on the Board of Directors and as the Chief Financial Officer of Fusion II from February 2021 until January 2022.

a Bachelor of Science in Accounting from Penn State University in 1984 and a Master of Business Administration in Finance and International

Business from Northwestern University (Kellogg) in 1991.

Gary is a Certified Public Accountant.

We believe Mr.

significant experience in the financial services industry and with M&A and SPAC transactions and service on numerous public company

and private company boards of directors make him well qualified serve on our board of directors.

David Brosgol , one of our directors since September

2021, is Counsel to Voyager Digital, a crypto-asset trading platform for retail and institutional investors.

Prior to joining

Voyager Digital in February 2021, Mr.

Brosgol worked with Anchorage, a crypto-native custodian and digital asset platform as a Manager

and Advisor, from December 2019 to November 2020.

From October 2017 to April 2019, he was a Founder, General Counsel and Chief Compliance

Officer at DACC.

Prior to its acquisition by Bakkt, DACC was a pioneer in the digital asset space providing institutional custody of

digital assets.

From June 2016 to October 2017, Mr.

Brosgol was General Counsel and Managing Director at Maverick Capital, a multi-billion-dollar

hedge fund manager.

Brosgol earned a B.A.

in Economics from Trinity College in 1990, an M.A.

in Philosophy from the University

of Essex in 1992 and a J.D.

from the University of Virginia in 1995.

Richter was the Global Head of Credit Suisse’s Specialty Finance Group

and a member of Credit Suisse’s Fixed Income Operating Committee, where he was responsible for the combined Global Asset Finance

Capital Markets and the Specialty Finance Banking Groups.

The Global Asset Finance Capital Markets division was responsible for loan

origination and securitization activity in the U.S., Europe, Australia and Emerging and structured and originated a wide array of securitized

Prior to this, in addition to running Credit Suisse’s ABS/CDO trading/syndicate effort, Mr.

Richter also headed the Asset

Backed Securities Home Equity (ABSHE) shelf which bought and packaged mortgage loans.

Prior to joining Credit Suisse, Mr.

Richter spent

15 years at Prudential Securities in New York where, most recently, he was Managing Director and served as the head of Trading and Syndicate

for all structured products.

Richter holds a B.A.

in Economics from Colgate University.

We believe Mr.

Brosgol’s substantial experience in securities,

digital assets and blockchain technology, investment management, finance and corporate governance make him well qualified to serve on

our board of directors.

Victor Pascucci, III , one of our directors since September

2021, has served as Managing Partner at Energy Capital Ventures, an early-stage venture capital fund focused on the energy sector, and

an Advisor at IA Capital, an early-stage venture capital fund focused on the insurance and fintech sector, each since January 2020.

currently serves on the Board of Directors of:

Cemvita, Actual, Highwood Emissions, Osmoses, Sapphire Technologies, Furno Materials, Vertus

Energy and Gold Hydrogen.

From January 2017 to January 2020, Mr.

Pascucci was Managing Partner at Lightbank, an early-stage venture

capital firm where he led investments in Clearcover, Extend and Billtrim.

From August 2016 to January 2017, he was Venture Partner and

Investment Director at Munich Re | HSB Ventures, a Global 100 diversified insurance company where he led investments in insurtech.

September 2015 to August 2016, he was a Consultant and Advisor at Attraction Ventures LLC, a consulting practice to corporate venture

capital programs and venture capital firms.

From 2011 to September 2015, Mr.

Pascucci was Head of Corporate Development of USAA,

an integrated financial services company with a $330M fintech and insurtech fund.

Investments while at USAA included Coinbase, MX, ID.me,

Prosper Marketplace, Cartera Commerce and TRUECar.

Also at USAA, Mr.

Pascucci held leadership positions in the General Counsel division

and Enterprise Strategy & Transformation.

Prior to USAA, Mr.

Pascucci held multiple positions as a lawyer and General Counsel.

Pascucci earned a B.A.

in Communications from Bowling Green State University in 1992 and a J.D.

from the University of Toledo

College of Law.

Richter’s experience

in the financial industry make him qualified to serve on the Company Board.

Garel, who was 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.

From July 2018 through September 2021, Mr.

was the Director of Data Strategy at Accruent, a healthcare technology company.

Garel founded eyeQ in 2013, and eyeQ was acquired

by Alpha Modus in 2018, and has been an advisor to Alpha Modus since 2018.

Previously, Mr.

Garel was a mechanical engineer at Dell from

1999 to 2008, an a Product and Development Manager from May 2008 through March 2013.

Garel 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.

Pascucci’s substantial experience in venture capital, energy, Fintech, insurtech, leading and

structuring venture capital, joint venture and transactions, corporate leadership, strategy and board advisory make him well qualified

to serve on our board of directors.

William Ullman , one of our directors since September

2021, is the Chief Executive Officer of Water Street Advisors LLC, a registered investment advisor.

He is also the Founder and Chief

Executive Officer of The Daily FinQ, a mobile application designed to help Americans become smarter about money and finance, since 2019.

Garel’s technology expertise qualifies him to serve on the Company Board.

Ullman, one of our directors since September 2021, is the Chief Executive Officer of Water Street Advisors LLC, a registered investment

Ullman has been a board member of Van Eck Associates Corp., a New York based investment firm, since 2010.

He also currently

serves as a special advisor to FinTech Collective, a venture capital firm, a member of the board of directors of the Capital Returns

Fund, since 2010, and a senior advisor to Berkshire Global, since 2020.

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

Capital Returns Fund, since 2010.

From 2016 to 2018, Mr.

Ullman served as Chief Commercial

Officer of Orchard Platform and Chief Executive Officer of its broker-dealer subsidiary (Orchard Platform Markets LLC) prior to its sale

to Kabbage in 2018.

From 2006 to 2016, he was the founder of Right Wall Capital Management LLC, a firm focused on investing in the financial

services sector, including financial technology companies.

Ullman served as Chief Commercial Officer of Orchard Platform and Chief Executive

Officer of its broker-dealer subsidiary (Orchard Platform Markets LLC) prior to its sale to Kabbage in 2018.

From 2006 to 2016, he was

the founder of Right Wall Capital Management LLC, a firm focused on investing in the financial services sector, including financial technology

From 2001 to 2006, Mr.

Ullman was the Senior Managing Director, Global

Clearing Services at Bear Stearns & Co., Inc.

Ullman was a Senior Managing Director of the Global Clearing Services Department at Bear Stearns &

Prior to that Mr.

Ullman was an investment banker in the Financial Institutions Groups of Bear Stearns (1997 — 2001)

and Merrill Lynch (1989 — 1997).

Ullman earned an A.B.

in History from Princeton University in 1985 and

from the Anderson School at UCLA in 1989.

in History from Princeton University in 1985 and an M.B.A.

Anderson School at UCLA in 1989.

We believe Mr.

Ullman’s substantial experience as an investment banker

covering financial institutions, an operating executive, an investment manager, an advisor to financial technology start-ups and

a board member make him well qualified to serve on our board of directors.

Number and Terms of Office of Officers and Directors

Our board of directors consists of five members.

Our board of directors

is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed

prior to our first annual meeting of stockholders) serving a three-year term.

In accordance with The Nasdaq Stock Market corporate governance

requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on The

Nasdaq Stock Market.

The term of office of the first class of directors, consisting of Mr.

Brosgol, will expire at our first annual

meeting of stockholders.

The term of office of the second class of directors, consisting of Messrs.

Pascucci and Ullman, will expire at

the second annual meeting of stockholders.

The term of office of the third class of directors, consisting of Messrs.

Singer and Gary,

will expire at the third annual meeting of stockholders.

Our officers are appointed by the board of directors and serve at

the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint officers

as it deems appropriate pursuant to our amended and restated certificate of incorporation.

Director Independence

The rules of The Nasdaq Stock Market require that a majority of our

board of directors be independent within one year of our IPO.

Our board of directors has determined that each of David Brosgol, Victor

Pascucci, III and William Ullman are “independent directors” as defined in The Nasdaq Stock Market rules and applicable SEC

Our independent directors have regularly scheduled meetings at which only independent directors are present.

Executive Officer and Director Compensation

None of our directors have received any cash compensation for services

rendered to us.

Commencing on the date that our securities were first listed on The Nasdaq Stock Market through the earlier of consummation

of our initial business combination and our liquidation, we pay our sponsor $10,000 per month for office space, secretarial and administrative

services provided to or incurred by members of our management team.

We also set aside up to $15,000 per month for services rendered to

us by members of our management team, subject to approval by our board of directors, commencing on the date that our securities were

first listed on The Nasdaq Stock Market through the earlier of consummation of our initial business combination and our liquidation.

In addition, our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence

on suitable business combinations.

Our audit committee reviews on a quarterly basis all payments that

were made to our sponsor, executive officers or directors, or our or their affiliates.

Any such payments prior to an initial business

combination will be made from funds held outside the trust account.

Other than quarterly audit committee review of such reimbursements,

we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers

for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating

an initial business combination.

Other than these payments and reimbursements, no compensation of any kind, including finder’s

and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates,

prior to completion of our initial business combination.

After the completion of our initial business combination, directors

or members of our management team who remain with us may be paid consulting or management fees from the combined company.

fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer materials

furnished to our stockholders in connection with a proposed business combination.

We have not established any limit on the amount of

such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation

will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible

for determining executive officer and director compensation.

Any compensation to be paid to our executive officers will be determined,

or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors

or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our

management team maintain their positions with us after the consummation of our initial business combination, although it is possible

that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after

our initial business combination.

The existence or terms of any such employment or consulting arrangements to retain their positions

with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the

ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in

our decision to proceed with any potential business combination.

We are not party to any agreements with our executive officers and directors

that provide for benefits upon termination of employment.

Committees of the Board of Directors

Our board of directors has three standing committees:

an audit committee,

a compensation committee and a nominating and corporate governance committee.

Subject to phase-in rules, the rules of The Nasdaq Stock

Market and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors,

and the rules of The Nasdaq Stock Market require that each of the compensation committee and nominating and corporate governance committee

of a listed company be comprised solely of independent directors.

The charter of each committee is available on our website.

Audit Committee

We have established an audit committee of the board of directors.

The members of our audit committee are David Brosgol, Victor Pascucci and William Ullman.

Ullman serves as chairman of the audit

Each member of the audit committee is financially literate and our

board of directors has determined that Mr.

Ullman qualifies as an “audit committee financial expert” as defined in applicable

We have adopted an audit committee charter, which details the principal

functions of the audit committee, including:

assisting board oversight

of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our

independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal

audit function and independent registered public accounting firm;

the appointment, compensation,

retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting

firm engaged by us;

pre-approving all

audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm

engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing

with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued

independence;

setting clear policies

for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing

a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered

public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal

quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities,

within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with

meeting to review and discuss

our annual audited financial statements and quarterly financial statements with management and the independent auditor, including

reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of

reviewing and approving

any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior

to us entering into such transaction;

reviewing with management,

the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters,

including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material

issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated

by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

We have established a compensation committee of the board of directors.

The members of our compensation committee are David Brosgol, Victor Pascucci and William Ullman.

Pascucci serves as chairman

Ullman’s substantial experience as an investment banker covering financial institutions,

an operating executive, an investment manager, an advisor to financial technology start-ups and a board member make him well qualified

to serve on our board of directors.

Wattenberg has served as the Chief Financial Officer at SPATCO Energy Solutions since April 2023 and was appointed to the Company

Board upon consummation of the Business Combination.

Wattenberg has extensive experience in financial leadership roles.

his current position, he served as the Chief Financial Officer at BestCo from July 2014 to April 2023.

Scott also served as the CFO at

Prym Consumer USA from 2011 to 2014.

Wattenberg served as CFO — COO at Genesis Today, Inc., from 2010-2011, CFO — COO

of Microstaq from 2007-2010, and Senior Finance Director/CFO for New Business Ventures at Walmart from 2006-2007.

Previously, Mr.

served as CFO of Philips Display Solutions from 2003-2006.

He is currently an Advisory Board Member at Greenstream International and

Green Revolution Cooling.

Wattenberg obtained his MBA in 2005 from The University of Chicago Booth School of Business.

Wattenberg’s established expertise in financial management make him a valuable addition to the Company Board.

Relationships

are no family relationships between any of our directors or executive officers, except that Gregory Richter is the brother-in-law of

William Alessi.

There are no arrangements or understandings between our directors and any other person pursuant to which they were appointed

as an officer and director of the Company, except for our written agreements with each such director filed with the SEC.

in Certain Legal Proceedings

the past ten years, no current director, executive officer, promoter or control person of the Company has been involved in the following:

A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or

similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner

at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer

at or within two years before the time of such filing;

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations

and other minor offenses);

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent

jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage

transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing,

or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment

company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection

with such activity;

Engaging in any type of business practice;

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of

Federal or State securities laws or Federal commodities laws;

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State

authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described

in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State

securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated

any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been

subsequently reversed, suspended or vacated;

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not

subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any Federal or State securities or commodities law or regulation;

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent

injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or

prohibition order;

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory

organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section

1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has

disciplinary authority over its members or persons associated with a member.

of Directors Leadership Structure

Company’s Bylaws do not require separating the roles of Chair of the Board and Chief Executive Officer.

The Company Board believes

that combining these roles will help to promote unified leadership and direction for both the Company Board and management, and has therefore

appointed Mr.

Alessi as President, Chief Executive Officer and Chair of the Company Board upon consummation of the Business Combination

on December 13, 2024.

Company Board is comprised of five directors.

Diversity Matrix (As of December 31, 2024)

Did Not Disclose

Gender Identity

Demographic Background

Company Board has determined that Michael Garel, Scott Wattenberg, and William Ullman qualify as independent directors on the Company

Board, as defined under the listing rules of Nasdaq, and the Company Board will consist of a majority of “independent directors,”

as defined under the rules of the SEC and Nasdaq relating to director independence requirements.

In addition, the Company will be subject

to the rules of the SEC and Nasdaq relating to the membership, qualifications and operations of the audit committee, as discussed below.

of the Company Board in Risk Oversight/Risk Committee

of the key functions of the Company Board is oversight of the Company’s risk management process.

The Company Board does have a

standing risk management committee, but instead administers this oversight function directly through the Company Board as a whole, as

well as through various standing committees of the Company Board that address risks inherent in their respective areas of oversight.

For example, the Company audit committee is responsible for overseeing the management of risks associated with the Company’s financial

reporting, accounting, and auditing matters;

the Company’s compensation committee oversees the management of risks associated with

our compensation policies and programs.

Company Board has established an audit committee, a compensation committee and a nominating and corporate governance committee.

Board has adopted a charter for each of these committees, which complies with the applicable requirements of current Nasdaq rules.

Company intends to comply with future requirements to the extent they will be applicable to the Company.

Copies of the charters for each

committee are available on the investor relations portion of the Company’s website.

Company’s audit committee consists of Scott Wattenberg, Michael Garel, and William Ullman.

The Company Board has determined that

each of the members of the audit committee satisfies the independence requirements of Nasdaq and Rule 10A-3 under the Exchange Act.

member of the audit committee can read and understand fundamental financial statements in accordance with Nasdaq audit committee requirements.

In arriving at this determination, the Company Board examined each audit committee member’s scope of experience and the nature

of their prior and/or current employment.

Wattenberg serves as the Chair of the audit committee.

The Company Board has determined that Mr.

Wattenberg qualifies as an audit committee

financial expert within the meaning of the rules and regulations of the SEC and meets the financial sophistication requirements of Nasdaq

listing rules.

In making this determination, the Company Board considered Mr.

Wattenberg’s formal education and previous experience

in financial roles and as Chief Financial Officer for several companies.

Both Company’s independent registered public accounting

firm and management periodically will meet privately with the Company’s audit committee.

functions of the audit committee include, among other things:

the performance, independence and qualifications of the Company’s independent auditors and determining whether to retain the

Company’s existing independent auditors or engage new independent auditors;

the integrity of the Company’s financial statements and the Company’s compliance with legal and regulatory requirements

as they relate to financial statements or accounting matters;

the integrity, adequacy and effectiveness of the Company’s internal control policies and procedures;

the audit committee report required by the SEC to be included in the Company’s annual proxy statement;

the scope and results of the audit with the Company’s independent auditors, and reviewing with management and the Company’s

independent auditors the Company’s interim and year-end operating results;

and overseeing procedures for employees to submit concerns anonymously about questionable accounting or auditing matters;

the Company’s guidelines and policies on risk assessment and risk management;

and approving related party transactions;

and reviewing a report by the Company’s independent auditors at least annually, that describes the Company’s independent

auditors internal quality control procedures, any material issues raised by review under such procedures, and any steps taken to

deal with such issues when required by applicable law;

(or, as permitted, pre-approving) all audit and non-audit services to be performed by the Company’s independent auditors.

composition and function of the audit committee comply with all applicable requirements of the Sarbanes-Oxley Act, SEC rules and regulations

and Nasdaq listing rules.

The Company will comply with future requirements to the extent they become applicable to the Company.

Company’s compensation committee consists of Michael Garel, Scott Wattenberg, and William Ullman.

Michael Garel serves as the Chair

of the compensation committee.

We have adopted a compensation committee charter, which details the

principal functions of the compensation committee, including:

reviewing and approving

on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our

Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration

(if any) of our Chief Executive Officer based on such evaluation;

reviewing and making recommendations

to our board of directors with respect to the compensation, and any incentive compensation and equity-based plans that are subject

to board approval of all of our other officers;

reviewing our executive

compensation policies and plans;

implementing and administering

our incentive compensation equity-based remuneration plans;

assisting management in

complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites,

special cash payments and other special compensation and benefit arrangements for our officers and employees;

producing a report on executive

compensation to be included in our annual proxy statement;

reviewing, evaluating and

recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in

its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other advisor and will be directly responsible

for the appointment, compensation and oversight of the work of any such advisor.

However, before engaging or receiving advice from a

compensation consultant, external legal counsel or any other advisor, the compensation committee will consider the independence of each

such advisor, including the factors required by The Nasdaq Stock Market and the SEC.

Nominating and Corporate Governance Committee

We have established a nominating and corporate governance committee

of the board of directors.

The members of our nominating and corporate governance committee are David Brosgol, Victor Pascucci and William

Brosgol serves as chairman of the nominating and corporate governance committee.

We have adopted a nominating and corporate governance committee charter,

which details the purpose and responsibilities of the nominating and corporate governance committee, including:

and reviewing individuals qualified to serve as directors, consistent with criteria approved

by the board of directors, and recommending to the board of directors candidates for nomination

for election at the annual meeting of stockholders or to fill vacancies on the board of directors;

and recommending to the board of directors and overseeing implementation of our corporate

governance guidelines;

● coordinating

and overseeing the annual self-evaluation of the board of directors, its committees, individual

directors and management in the governance of the company;

on a regular basis our overall corporate governance and recommending improvements as and

when necessary.

The charter provides that the nominating and corporate governance

committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director

candidates, and will be directly responsible for approving the search firm’s fees and other retention terms.

We have not formally established any specific, minimum qualifications

that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director,

the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity,

professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Prior to our initial

business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board

of directors.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, and in the past year

has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board

of directors.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics applicable to

our directors, officers and employees.

A copy of the Code of Business Conduct and Ethics and the charters of the committees will be provided

without charge upon request from us and are also available on our website:

www.insightacqcorp.com.

If we make any amendments to our Code

of Business Conduct and Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including

any implicit waiver, from a provision of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal

financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable

SEC or The Nasdaq Stock Market rules, we will disclose the nature of such amendment or waiver on our website.

The information included

on our website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references

to our website are intended to be inactive textual references only.

Conflicts of Interest

In general, officers and directors of a corporation incorporated under

the laws of the State of Delaware are required to present business opportunities to a corporation if:

corporation could financially undertake the opportunity;

opportunity is within the corporation’s line of business;

would not be fair to the corporation and its stockholders for the opportunity not to be brought

to the attention of the corporation.

In addition, our sponsor and our officers and directors may sponsor

or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period

in which we are seeking an initial business combination.

In particular, Mr.

Gary served as Chief Financial Officer and Director

of Fusion I, a special purpose acquisition company that completed its initial public offering in June 2020, until its business combination

with MoneyLion closed on September 22, 2021, and he continues to serve as a director of MoneyLion.

Fusion I, like us, pursued

initial business combination targets in any businesses or industries and had until December 30, 2021, to do so.

served as Chief Financial Officer and Director of Fusion II, a special purpose acquisition company that completed its initial public

offering in February 2021, until January 2022.

Fusion II, like us, may pursue initial business combination targets in any businesses

or industries and has until March 2, 2023, to do so (absent an extension in accordance with their charters).

Any such companies

may present additional conflicts of interest in pursuing an acquisition target.

However, we do not believe that any such potential conflicts

would materially affect our ability to identify and pursue business combination opportunities or to complete our initial business combination.

Below is a table summarizing the entities to which our executive officers

and directors currently have fiduciary duties or contractual obligations:

Michael Singer

Alternative Insight, LLC

Investment Management

Managing Partner

Insight Wellness Fund

Investment Management

Managing Partner

Insight Dharma, LLC

Investment Management

Managing Partner

Arca US Treasury Mutual

Asset Management

MoneyLion Inc.

David Brosgol

Voyager Digital Ltd

Crypto-asset Trading Platform

Victor Pascucci, III

Energy Capital Ventures

Venture Capital

Managing Partner

Venture Capital

Identity Credential

Synthetic biology

Highwood Emissions

Separation Membranes

Sapphire Technologies

Turbo expander manufacture

Furno Materials

Cement production

Vertus Energy

Renewable natural gas

Gold Hydrogen

Hydrogen production

William Ullman

Water Street Advisors

Investor Advisor

Executive Officer

The Daily FinQ

Mobile Finance Application

and Chief Executive Officer

Van Eck Associates

Investment Management

FinTech Collective

Venture Capital

Capital Returns Fund

Investment Fund

Senior Advisor

Digital Assets Banking

Advisory Board Member

Network Services

Potential investors should also be aware of the following other potential

conflicts of interest:

executive officers and directors are not required to, and will not, commit their full time

to our affairs, which may result in a conflict of interest in allocating their time between

our operations and our search for a business combination and their other businesses.

not intend to have any full-time employees prior to the completion of our initial business

Each of our executive officers is engaged in several other business endeavors

for which he may be entitled to substantial compensation, and our executive officers are

not obligated to contribute any specific number of hours per week to our affairs.

initial stockholders purchased founder shares prior to the date of our IPO and purchased

private placement warrants in a transaction that closed simultaneously with the closing of

Our initial stockholders have entered into agreements with us, pursuant to which

they have agreed to waive their redemption rights with respect to their founder shares and

any public shares they hold in connection with the completion of our initial business combination.

The other members of our management team have entered into agreements similar to the one

entered into by our initial stockholders with respect to any public shares acquired by them.

Additionally, our initial stockholders have agreed to waive their rights to liquidating distributions

from the trust account with respect to their founder shares if we fail to complete our initial

business combination within the prescribed time frame or any extended period of time that

we may have to consummate an initial business combination as a result of an amendment to

our amended and restated certificate of incorporation.

If we do not complete our initial

business combination within the prescribed time frame, the private placement warrants will

expire worthless.

Furthermore, our initial stockholders have agreed not to transfer, assign

or sell any of their founder shares until the earlier to occur of:

(i) one year after

the completion of our initial business combination and (ii) the date following the completion

of our initial business combination on which we complete a liquidation, merger, capital stock

exchange or other similar transaction that results in all of our stockholders having the

right to exchange their common stock for cash, securities or other property.

Notwithstanding

the foregoing, if the closing price of our Class A common stock equals or exceeds $12.00

per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30-trading day period commencing

at least 150 days after our initial business combination, the founder shares will be released

from the lockup.

Subject to certain limited exceptions, the private placement warrants will

not be transferable until 30 days following the completion of our initial business combination.

Because each of our executive officers and directors own common stock or warrants directly

or indirectly, they may have a conflict of interest in determining whether a particular target

business is an appropriate business with which to effectuate our initial business combination.

officers and directors may have a conflict of interest with respect to evaluating a particular

business combination if the retention or resignation of any such officers and directors was

included by a target business as a condition to any agreement with respect to our initial

business combination.

We are not prohibited from pursuing an initial business combination

with a business combination target that is affiliated with our sponsor, officers or directors or completing the business combination

through a joint venture or other form of shared ownership with our sponsor, officers or directors.

In the event we seek to complete our

initial business combination with an business combination target that is affiliated with our sponsor, executive officers or directors,

we, or a committee of independent directors, would obtain an opinion from an independent investment banking which is a member of FINRA

or a valuation or appraisal firm, that such initial business combination is fair to our company from a financial point of view.

not required to obtain such an opinion in any other context.

Furthermore, in no event will our sponsor or any of our existing officers

or directors, or any of their respective affiliates, be paid by the company any finder’s fee, consulting fee or other compensation

prior to, or for any services they render in order to effectuate, the completion of our initial business combination.

Further, commencing

on the date our securities were first listed on The Nasdaq Stock Market, we also pay our sponsor $10,000 per month for office space,

secretarial and administrative services provided to or incurred by members of our management team.

We cannot assure you that any of the above mentioned conflicts will

be resolved in our favor.

In the event that we submit our initial business combination to our

public stockholders for a vote, our initial stockholders have agreed to vote their founder shares, and they and the other members of

our management team have agreed to vote any founder shares they hold and any shares purchased in favor of our initial business combination.

Limitation on Liability and Indemnification of Officers and Directors

Our amended and restated certificate of incorporation provides that

our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the

future be amended.

In addition, our amended and restated certificate of incorporation provides that our directors will not be personally

liable for monetary damages to us or our stockholders for breaches of their fiduciary duty as directors, unless they violated their duty

of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of

dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.

We have entered into agreements with our officers and directors to

provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate of incorporation.

Our bylaws also permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or

her actions, regardless of whether Delaware law would permit such indemnification.

We have purchased a policy of directors’ and

officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment

in some circumstances and insures us against our obligations to indemnify our officers and directors.

Except with respect to any public

shares they may acquire (in the event we do not consummate an initial business combination), our officers and directors have agreed to

waive (and any other persons who may become an officer or director prior to the initial business combination will also be required to

waive) any right, title, interest or claim of any kind in or to any monies in the trust account, and not to seek recourse against the

trust account for any reason whatsoever, including with respect to such indemnification.

These provisions may discourage stockholders from bringing a lawsuit

against our directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative

litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards

against officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the directors’ and officers’

liability insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

The Company’s Board has determined that each of the members of the compensation committee is a non-employee

director, as defined in Rule 16b-3 promulgated under the Exchange Act, and satisfies the independence requirements of Nasdaq.

functions of the compensation committee include, among other things:

the retention of compensation consultants and outside service providers and advisors;

and approving, or recommending that the Company Board approve, the compensation of Company’s executive officers, including

annual base salary, annual incentive bonuses, specific performance goals relevant to their compensation, equity compensation, employment;

and recommending to the Company Board the compensation of the Company’s directors;

administering

and determining any award grants under the Company’s equity and non-equity incentive plans;

and evaluating succession plans for the executive officers;

the compensation committee report required by the SEC to be included in the Company’s annual proxy statement;

reviewing the Company’s practices and policies of employee compensation as they relate to risk management and risk-taking incentives.

composition and function of its compensation committee comply with all applicable requirements of the Sarbanes-Oxley Act, SEC rules and

regulations and Nasdaq listing rules.

The Company will comply with future requirements to the extent they become applicable to the Company.

and Corporate Governance Committee

Company’s nominating and corporate governance committee consists of William Ullman, Scott Wattenberg, and Michael Garel.

Ullman serves as the Chair of the nominating and corporate governance committee.

The Company Board has determined that each of the members

of the Company’s nominating and corporate governance committee satisfies the independence requirements of Nasdaq.

functions of the nominating and corporate governance committee include, among other things:

evaluating, and recommending individuals qualified to become members of the Company Board and its committees;

the performance of the Company Board and of individual directors;

the Company’s environmental and social responsibility policies and practices;

and recommending corporate governance guidelines to the Company Board;

an annual evaluation of the Company Board’s and management.

composition and function of the nominating and corporate governance committee comply with all applicable requirements of the Sarbanes-Oxley

Act, SEC rules and regulations and Nasdaq listing rules.

The Company will comply with future requirements to the extent they become applicable

to the Company.

Committee Interlocks and Insider Participation

of the members of the Company’s compensation committee has ever been an executive officer or employee of the Company.

Company’s executive officers currently serve, or has served during the last completed fiscal year, on the compensation committee

or board of directors of any other entity that has one or more executive officers that will serve as a member of the Company Board or

compensation committee.

Communication with the Board of Directors

stockholder who desires to contact members of our Board of Directors, or a specified committee of our Board of Directors, may do so by

Alpha Modus Holdings, Inc., Board of Directors, 20311 Chartwell Center Drive, #1469, Cornelius, North Carolina, 28031, Attention:

Communications received will be distributed by our Secretary to such member or members of our Board of Directors as deemed

appropriate by our Secretary, depending on the facts and circumstances outlined in the communication received.

Nomination Procedures and Diversity

selecting a qualified Board nominee, our Board of Directors considers such factors as it deems appropriate, which may include:

composition of our Board of Directors;

the range of talents of a nominee that would best complement those already represented on our

Board of Directors;

the extent to which a nominee would diversify our Board of Directors;

a nominee’s standards of integrity, commitment

and independence of thought and judgment;

a nominee’s ability to represent the long-term interests of our shareholders as a whole;

a nominee’s relevant expertise and experience upon which to be able to offer advice and guidance to management;

a nominee who is

accomplished in his or her respective field, with superior credentials and recognition;

and the need for specialized expertise.

we do not have a formal diversity policy, we believe that the backgrounds and qualifications of our directors, considered as a group,

should provide a significant composite mix of experience, knowledge and abilities that will allow our Board of Directors to fulfill its

responsibilities.

Applying these criteria, our Board of Directors considers candidates for membership on our Board of Directors suggested

by its members, as well as by our shareholders.

Members of our Board of Directors review our Board of Directors’ composition by

evaluating whether our Board of Directors has the right mix of skills, experience and backgrounds.

Board of Directors may also consider an assessment of its diversity, in its broadest sense, reflecting, but not limited to, age, geography,

gender and ethnicity.

Board of Directors identifies nominees by first evaluating the current members of our Board of Directors willing to continue in service.

Current members of our Board of Directors with skills and experience relevant to our business and who are willing to continue in service

are considered for re-nomination.

If any member of our Board of Directors does not wish to continue in service or if our Board of Directors

decides not to nominate a member for re-election, our Board of Directors will review the desired skills and experience of a new nominee

in light of the criteria set forth above.

Board of Directors also considers nominees for our Board of Directors recommended by Shareholders.

Notice of proposed stockholder nominations

for our Board of Directors must be delivered in accordance with the requirements set forth in our bylaws and SEC Rule 14a-8 promulgated

under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Nominations must include the full name of the proposed nominee,

a brief description of the proposed nominee’s business experience for at least the previous five years and a representation that

the nominating stockholder is a beneficial or record owner of our common stock.

Any such submission must be accompanied by the written

consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

Nominations should be delivered to:

Modus Holdings, Inc., Board of Directors, 20311 Chartwell Center Drive, #1469, Cornelius, North Carolina, 28031, Attention:

Chief Executive

Board of Directors will recommend the directors to be nominated for election at annual meetings of shareholders.

We have not and do not

currently employ or pay a fee to any third party to identify or evaluate, or assist in identifying or evaluating, potential director

of Directors Role in Risk Oversight

Board of Directors oversees our shareholders’ interest in the long-term success of our business strategy and our overall financial

Board of Directors is involved in overseeing risks associated with our business strategies and decisions.

It does so, in part, through

its approval of all acquisitions and business-related investments and all assumptions of debt, as well as its oversight of our executive

officers pursuant to annual reviews.

Our Board of Directors is also responsible for overseeing risks related to corporate governance

and the selection of nominees to our Board of Directors.

addition, the Board reviews the potential risks related to our financial reporting.

The Board meets with our Chief Financial Officer

and communicates with representatives of our independent registered public accounting firm on a quarterly basis to discuss and assess

the risks related to our internal controls.

Additionally, material violations of our Code of Ethics and related corporate policies are

reported to our Board of Directors.

on Liability and Indemnification of Directors and Officers

Amended and Restated Charter of the Company eliminates the Company’s directors’ liability for monetary damages to the fullest

extent permitted by applicable law.

The DGCL provides that directors of a corporation will not be personally liable for monetary damages

for breach of their fiduciary duties as directors, except for liability:

any transaction from which the director derives an improper personal benefit;

any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

any unlawful payment of dividends or redemption of shares;

any breach of a director’s duty of loyalty to the corporation or its stockholders.

the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability

of the Company’s directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Amended and Restated Charter requires the Company to indemnify and advance expenses to, to the fullest extent permitted by applicable

law, its directors, officers and agents.

The Company plans to maintain a directors’ and officers’ insurance policy pursuant

to which the Company’s directors and officers are insured against liability for actions taken in their capacities as directors

and officers.

Finally, the Amended and Restated Charter prohibits any retroactive changes to the rights or protections or increasing

the liability of any director in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability

or indemnification.

addition, the Company has entered into separate indemnification agreements with the Company’s directors and officers.

These agreements,

among other things, require the Company to indemnify its directors and officers for certain expenses, including attorneys’ fees,

judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as

one of the Company’s directors or officers or any other company or enterprise to which the person provides services at the Company’s

believe these provisions in the Amended and Restated Charter are necessary to attract and retain qualified persons as directors and officers

of the Company.

of Conduct and Ethics for Employees, Executive Officers and Directors

Company has adopted a Code of Conduct and Ethics (the “Code of Ethics”) applicable to all of the Company’s employees,

executive officers and directors.

The Code of Ethics is available on the Company’s website at https://alphamodus.com/ .

contained on or accessible through the Company’s website is not a part of this report, and the inclusion of the Company’s

website address in this report is an inactive textual reference only.

The nominating and corporate governance committee of the Company

Board will be responsible for overseeing the Code of Ethics and must approve any waivers of the Code of Ethics for employees, executive

officers and directors.

The Company expects that any amendments to the Code of Ethics, or any waivers of its requirements, will be disclosed

on its website.

key objective of our non-employee directors’ compensation program is to attract and retain highly qualified directors with the

necessary skills, experience and character to oversee our management.

We currently use equity-based compensation to partially compensate

our directors due to our restricted cash flow position;

however, we may in the future provide cash compensation to our directors.

use of equity-based compensation is designed to recognize the time commitment, expertise and potential liability relating to active Board

service, while aligning the interests of our Board of Directors with the long-term interests of our shareholders.

addition to the compensation provided to our non-employee directors, which is detailed below, each non-employee director is reimbursed

for any reasonable out-of-pocket expenses incurred in connection with attending in-person meetings of the Board of Directors and Board

committees, as well for any fees incurred in attending continuing education courses for directors.

January 2, 2025, the Company entered into 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), and 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.

The Company intends to continue evaluating

the compensation to be provided to its non-employee directors.

None of the Company’s directors were compensated as directors during

2024 or 2023.

of Control and Termination Provisions

with Section 16(a) of the Exchange Act

16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who beneficially own more than

ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in

ownership of common stock and other equity securities of the Company.

Officers, directors and greater than ten percent stockholders are

required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of Forms 3 and

4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended December 31, 2024, Forms 5 and any amendments thereto

furnished to us with respect to the year ended December 31, 2024, and the representations made by the reporting persons to us, we believe

that during the year ended December 31, 2024, our executive officers and directors and all persons who own more than ten percent of a

registered class of our equity securities complied with all Section 16(a) filing requirements, except that Rodney Sperry, Chris Chumas,

Thomas Gallagher, Gregory Richter, and Scott Wattenberg have not yet filed Form 3’s.

Executive Compensation.

following discussion and analysis of executive compensation arrangements should be read together with the compensation tables and related

disclosures that follow.

This discussion contains forward-looking statements that are based on our current plans and expectations regarding

future compensation programs.

Actual compensation programs that we adopt may differ materially from the programs summarized in this discussion.

The following discussion may also contain statements regarding corporate performance targets and goals.

These targets and goals are disclosed

in the limited context of our compensation programs and should not be understood to be statements of management’s expectations

or estimates of results or other guidance.

We specifically caution investors not to apply these statements to other contexts.

section describes the material components of the executive compensation program for certain of Alpha Modus’ executive officers

(the “Target NEOs”) and directors.

This discussion may contain forward-looking statements that are based on Alpha Modus’

current plans, considerations, expectations and determinations regarding future compensation programs.

Modus intends to develop a compensation program that is designed to align executives’ compensation with Alpha Modus’ business

objectives and the creation of stockholder value, while helping Alpha Modus to continue to attract, motivate and retain individuals who

contribute to the long-term success of the company.

Alpha Modus anticipates that compensation for its executive officers will have three

primary components:

base salary, an annual cash incentive bonus opportunity, and long-term equity-based incentive compensation.

on the design and implementation of the executive compensation program will be made by the compensation committee.

The executive compensation

program actually adopted will depend on the judgment of the members of the compensation committee.

Compensation Table – Years Ended December 31, 2024, and 2024

following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons

for services rendered in all capacities during the noted periods.

No other executive officers received total annual salary and bonus

compensation in excess of $100,000.

Name and Principal Position

Incentive Plan

Non-Qualified

William Alessi

Chief Executive Officer

Chief Sales Officer (Chief Strategic Officer of Alpha Modus, Corp.)

Rodney Sperry

Chief Financial Officer

Thomas Gallagher

Chief Revenue Officer

Alpha Modus executive officer named above had any unexercised options, stock that had not vested or equity incentive plan awards outstanding

as of December 31, 2024 and 2023.

Incentive Plans

Incentive Plans.

Alpha Modus does not provide its officers or employees with pension, stock appreciation rights, long-term incentive

or other plans, nor does it provide non-qualified deferred compensation to its officers or employees, and therefore, the Summary Compensation

Table above does not include columns for nonequity incentive plan compensation and nonqualified deferred compensation earnings since

there were none.

Pension, Profit Sharing or other Retirement Plans.

Alpha Modus does not have a defined benefit, pension plan, profit sharing or other

retirement plan, although it may adopt one or more of such plans in the future.

Employment Agreements

We have not entered into any employment agreements with our executive

officers and have not made any agreements to provide benefits upon termination of employment.

Executive Officers and Director Compensation

No compensation of any kind, including finder’s and consulting

fees, will be paid by us to our sponsor, executive officers or directors or any affiliate of our sponsor, executive officers or directors,

prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless

of the type of transaction that it is).

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection

with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

We also set aside up to $15,000 per month for services rendered to us by members of our management team, subject to approval by our board

of directors, commencing on the date that our securities were first listed on The Nasdaq Stock Market through the earlier of consummation

of our initial business combination and our liquidation.

Our audit committee reviews on a quarterly basis all payments that were made

to our sponsor, officers or directors or our or their affiliates.

Any such payments prior to an initial business combination will be

made using funds held outside the trust account.

Other than quarterly audit committee review of such payments, we do not expect to have

any additional controls in place governing such payments.

as of closing of the Business Combination on December 13, 2024, we entered into an employment agreement with William Alessi to serve

as our Chief Executive Officer.

The agreement does not have a specified term.

The agreement provides that Mr.

Alessi will receive an

initial annual base salary of $500,000 and is eligible for an annual performance-based cash bonus of up to 110% of Mr.

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 equity or other long-term incentive plans in effect from time to time, with the target value of such awards equaling

Alessi’s base salary.

The Company will have the right in its sole discretion to defer payment of cash compensation

Alessi until the Company shall have raised an aggregate of $10,000,000 in funding.

Alessi’s 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 a lump sum within 60 days.

Alessi will receive severance, payable in a lump sum within 60 days,

in an amount equal to the highest base salary during the prior 3 years, plus his average annual bonus, if termination of his employment

occurs (i) without “cause” following a change in control of the Company, (ii) after Mr.

Alessi has resigned as a result of

a material diminution in his authority, duties, or responsibilities, a material reduction in base salary or other compensation benefits,

relocation of more than 50 miles from Mr.

Alessi’s then-current place of employment being required by the Board, or material breach

by the Company of the employment agreement, or (iii) after Mr.

Alessi has resigned in connection with a change in control of the Company

as a result of the Company’s failure to obtain the assumption of the employment agreement following the change in control.

Alessi’s right to receive these severance benefits is subject to his providing a release of claims to the Company and his continued

compliance with confidentiality, non-solicitation and other covenants in favor of the Company.

as of closing of the Business Combination on December 13, 2024, we entered into an employment agreement with Rodney Sperry to serve as

our Chief Financial Officer.

The agreement does not have a specified term.

The agreement provides that Mr.

Sperry will receive an initial

annual base salary of $48,000 and is eligible for an annual performance-based cash bonus of up to 110% of Mr.

Sperry’s 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

equity or other long-term incentive plans in effect from time to time, with the target value of such awards equaling 130% of Mr.

The Company will have the right in its sole discretion to defer payment of cash compensation to Mr.

Sperry until the Company

shall have raised an aggregate of $10,000,000 in funding.

Sperry’s 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

a lump sum within 60 days.

Sperry will receive severance, payable in a lump sum within 60 days, in an amount equal to the

highest base salary during the prior 3 years, plus his average annual bonus, if termination of his employment occurs (i) without “cause”

following a change in control of the Company, (ii) after Mr.

Sperry has resigned as a result of a material diminution in his authority,

duties, or responsibilities, a material reduction in base salary or other compensation benefits, relocation of more than 50 miles from

Sperry’s then-current place of employment being required by the Board, or material breach by the Company of the employment

agreement, or (iii) after Mr.

Sperry has resigned in connection with a change in control of the Company as a result of the Company’s

failure to obtain the assumption of the employment agreement following the change in control.

Sperry’s right to receive these

severance benefits is subject to his providing a release of claims to the Company and his continued compliance with confidentiality,

non-solicitation and other covenants in favor of the Company.

as of closing of the Business Combination on December 13, 2024, we entered into an employment agreement with Chris Chumas to serve as

our Chief Sales Officer.

The agreement does not have a specified term.

The agreement provides that Mr.

Chumas will receive an initial

annual base salary of $250,000 and is eligible for an annual performance-based cash bonus of up to 110% of Mr.

Chumas’s 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

equity or other long-term incentive plans in effect from time to time, with the target value of such awards equaling 130% of Mr.

The Company will have the right in its sole discretion to defer payment of cash compensation to Mr.

Chumas until the Company

shall have raised an aggregate of $10,000,000 in funding.

Chumas’s 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

a lump sum within 60 days.

Chumas will receive severance, payable in a lump sum within 60 days, in an amount equal to the

highest base salary during the prior 3 years, plus his average annual bonus, if termination of his employment occurs (i) without “cause”

following a change in control of the Company, (ii) after Mr.

Chumas has resigned as a result of a material diminution in his authority,

duties, or responsibilities, a material reduction in base salary or other compensation benefits, relocation of more than 50 miles from

Chumas’s then-current place of employment being required by the Board, or material breach by the Company of the employment

agreement, or (iii) after Mr.

Chumas has resigned in connection with a change in control of the Company as a result of the Company’s

failure to obtain the assumption of the employment agreement following the change in control.

Chumas’s right to receive these

severance benefits is subject to his providing a release of claims to the Company and his continued compliance with confidentiality,

non-solicitation and other covenants in favor of the Company.

entered into an employment agreement with Mr.

Gallagher effective as of January 2, 2025.

The agreement, which has an initial one-year

term, provides that Mr.

Gallagher will receive an initial annual base salary of $175,000, as well as $250,000 in Company common stock

per year (vesting and issued on a quarterly basis), valued at the average closing price of the Company’s common stock for the 10

trading days prior to an ending the last trading day of each quarter.

Gallagher is also eligible for an annual performance-based

cash and/or stock award bonus based on performance and the Company’s ability to achieve EBITDA and financial goals as determined

by the Company, as well as annual grants of long-term incentive awards under and subject to the terms of the Company’s equity or

other long-term incentive plans in effect from time to time.

Gallagher’s employment with the Company is terminated by the

Company without “cause” (as defined in the agreement) prior to the expiration of the initial one-year term, he will receive

severance consisting of one month of current base salary, payable in a lump sum within 60 days.

Gallagher will receive severance,

payable in a lump sum within 60 days, in an amount equal to the highest base salary during the prior three years, plus his average annual

bonus, if termination of his employment occurs (i) without “cause” following a change in control of the Company, (ii) after

Gallagher has resigned as a result of a material diminution in his authority, duties, or responsibilities, a material reduction in

base salary or other compensation benefits, relocation of more than 50 miles from Mr.

Gallagher’s then-current place of employment

being required by the Board, or material breach by the Company of the employment agreement, or (iii) after Mr.

Gallagher has resigned

in connection with a change in control of the Company as a result of the Company’s failure to obtain the assumption of the employment

agreement following the change in control.

Gallagher’s right to receive these severance benefits is subject to his providing

a release of claims to the Company and his continued compliance with confidentiality, non-solicitation and other covenants in favor of

Contribution Plans

part of its overall compensation program, Alpha Modus provides all full-time employees, including each of the Target NEOs, with the opportunity

to participate in a defined contribution 401(k) plan.

The plan is intended to qualify under Section 401 of the Internal Revenue Code

so that employee contributions and income earned on such contributions are not taxable to employees until withdrawn.

Employees may elect

to defer a percentage of their eligible compensation (not to exceed the statutorily prescribed annual limit) in the form of elective

deferral contributions to the plan.

The 401(k) plan also has a “catch-up contribution” feature for employees aged 50 or older

(including those who qualify as “highly compensated” employees) who can defer amounts over the statutory limit that applies

to all other employees.

The Company does not currently make any matching or other contributions to participants’ accounts under

the 401(k) plan.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

We have no compensation plans under which equity securities are authorized

for issuance.

The following table sets forth information regarding the beneficial

ownership of our common stock as of the date of this Report, by:

person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

of our executive officers and directors;

our executive officers and directors as a group.

As of the May 3, 2024, we had 6,100,945 shares of Class A

common stock and 900,000 shares of Class B common stock, issued and outstanding.

Unless otherwise indicated, we believe that all persons named in the

table have sole voting and investment power with respect to all of our common stock beneficially owned by them.

The following table does

not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of

the date of this Report.

following table sets forth certain information with respect to the beneficial ownership of our common stock and voting preferred stock

as of March 10, 2025, for (i) each of our named executive officers and directors;

(ii) all of our named executive officers and directors

and (iii) each other shareholder known by us to be the beneficial owner of more than 5% of our outstanding common stock.

The following table assumes that the underwriters have not exercised the over-allotment option.

ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities.

purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock

that such person or any member of such group has the right to acquire within sixty (60) days thereafter.

For purposes of computing the

percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person

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

for the purpose of computing the percentage ownership of any other person.

The inclusion herein of any shares listed as beneficially

owned does not constitute an admission of beneficial ownership by any person.

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

C Preferred Stock, issued and outstanding as of March 10, 2025.

We do not have any outstanding options, warrants exercisable for, or

other securities convertible into shares of our common stock within the next 60 days which are deemed beneficially owned by the holder

thereof, which are required to be disclosed below.

Unless otherwise indicated, the address of each beneficial owner listed in the table

below is care of our company, Alpha Modus Holdings, Inc., 20311 Chartwell Center Dr., #1469, Cornelius, North Carolina, 28031.

Name and Address of Beneficial Owner

Class A Common Stock

Class B Common Stock

Beneficially Owned

of Issued and

Outstanding Class A

Beneficially Owned

of Issued and

Outstanding Class B

Name and Address of Beneficial

Insight Acquisition Sponsor LLC (2)

4,875,000 (2)

Michael Singer (2)

Directors and Executive Officers

William Alessi

5,092,308 (1)

Jeffrey Gary (2)

7,500,000 (2)

David Brosgol (3)

Victor Pascucci, III (3)

Rodney Sperry

Michael Garel

Thomas Gallagher

Gregory Richter

Scott Wattenberg

William Ullman

All directors and officers as a group (5 individuals)

4,875,000 (2)

Less than one percent.

Unless otherwise noted, the

business address of each of the following is 333 East 91 st Street, New York, New York 10128.

Insight Acquisition Sponsor LLC is the record holder

of the shares reported herein.

Each of our officers and directors are among the members of Insight Acquisition Sponsor LLC.

Singer and Jeffrey Gary are the managing members of Insight Acquisition Sponsor LLC.

Singer and Mr.

voting and investment discretion with respect to the common stock held of record by Insight Acquisition Sponsor LLC.

officers and directors other than Mr.

Singer and Mr.

Gary disclaims any beneficial ownership of any shares held by Insight

Acquisition Sponsor LLC.

Does not include any shares held by our sponsor.

individual is a member of our sponsor, as described in footnote 2.

All Directors and Executive Officers as a Group

Other Five Percent Holders

Odeon Capital Group, LLC (6)

Insight Acquisition Sponsor LLC (8)

Michael Singer (10)

(i) 139,784 shares of common stock held in the name of The Alessi 2023 Irrevocable Trust, (ii) 200,000 shares of common stock held

in the name of The WRA 2023 Irrevocable Trust, (iii) 200,000 shares of common stock held in the name of The Janet Alessi 2023 Irrevocable

Trust, (iv) 200,000 shares of common stock held in the name of The Isabella Alessi 2023 Irrevocable Trust, (v) 200,000 shares 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 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 shares

of common stock held in the name of Insight Acquisition Sponsor LLC, which has granted an irrevocable proxy to vote such shares to

William Alessi.

William Alessi’s spouse, Sonia Alessi, is the trustee of each of the preceding trusts, and Mr.

Alessi is deemed

to be the beneficial owner of shares held in the name of each of the trusts.

Alessi has voting and investment discretion 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 Group,

(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

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

Stock held in the name of The Janet Alessi 2023 Irrevocable Trust, (iv) 800,000 shares of Alpha Modus Series C Preferred Stock held

in the name of The Isabella Alessi 2023 Irrevocable Trust, and (v) 800,000 shares of Alpha Modus Series C Preferred Stock held in

the name of The Kim Alessi Richter Irrevocable Trust.

(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

Richter’s spouse, Kim Alessi Richter.

(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

Street Opportunities I LLC, and (iii) 421,052 shares of common stock issuable under the private placement warrants held by Water

Street Opportunities I LLC, which are deemed to be beneficially owned by Water Street Opportunities I LLC since the warrants are

exercisable within 60 days of the date of the Closing.

Ullman has voting and investment discretion with respect to securities

held by Water Street Opportunities I LLC, and is deemed to be the beneficial owner of securities held in the name of Water Street

Opportunities I LLC.

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

issuable upon exercise of warrants deemed to be beneficially owned by William Ullman (see note 4).

address of Odeon Capital Group, LLC (“Odeon”) is 750 Lexington Ave., 27 th Floor, New York, NY 10022.

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

stock issuable under the private placement warrants held by Odeon, which are deemed to be beneficially owned by Odeon since the warrants

are exercisable within 60 days of the date of the Closing.

address of the Sponsor is 333 East 91st Street, New York, NY 10128.

750,000 shares of common stock (the Sponsor Earnout Shares) that are held in the name of the Sponsor but subject to escrow conditions

prior to release to the Sponsor.

On March 4, 2025, the Sponsor granted William Alessi an irrevocable proxy to vote the shares prior

to their release from the escrow conditions.

Accordingly, such shares are now deemed to be beneficially owned by Mr.

address of Michael Singer is 333 East 91st Street, New York, NY 10128.

755,256 shares of common stock held by Michael Singer, but does not include any shares of common stock issuable upon exercise of

Singer’s warrants as the Company and Mr.

Singer amended such warrants to include a 4.99% beneficial ownership limitation

on or about March 4, 2025.

Certain Relationships and Related Transactions, and Director Independence.

On May 5, 2021, our sponsor paid $25,000 to cover certain of

our offering costs in exchange for 6,181,250 founder shares, or approximately $0.004 per share.

On July 29, 2021, we effected a

1:1.1162791 stock split of our Class B common stock, resulting in our sponsor holding an aggregate of 6,900,000 founder shares.

On October 16, 2021, as a result of the underwriters’ over-allotment option expiring unexercised, our sponsor surrendered

900,000 shares of our Class B common stock for no consideration, resulting in 6,000,000 founder shares outstanding as of this Report.

The number of founder shares outstanding was determined based on the expectation that the total size of our IPO would be a maximum of

27,600,000 units if the underwriters’ over-allotment option was exercised in full, and therefore that such founder shares would

represent 20% of the outstanding shares after our IPO.

Our sponsor and the underwriters of our IPO have purchased an aggregate

of 8,700,000 private placement warrants, at a price of $1.00 per warrant, or $8,700,000 in the aggregate, in a private placement that

closed simultaneously with the closing of our IPO.

Of those 8,700,000 private placement warrants, our sponsor agreed to purchase 7,500,000

private placement warrants and Cantor and Odeon agreed to purchase 1,200,000 private placement warrants in the aggregate.

placement warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share.

The private placement warrants

(including the Class A common stock issuable upon exercise of the private placement warrants) may not, subject to certain limited

exceptions, be transferred, assigned or sold until 30 days after the completion of our initial business combination.

We currently utilize office space at 333 East 91 st Street,

New York, New York 10128 from our sponsor.

We pay our sponsor $10,000 per month for office space, secretarial and administrative services

provided to members of our management team.

Upon completion of our initial business combination or our liquidation, we will cease paying

these monthly fees.

Except as otherwise disclosed in this Report, no compensation of any

kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or

any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination.

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our

behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee

reviews on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates.

On April 30, 2021, our sponsor agreed to loan us an aggregate

of up to $300,000 to cover expenses related to our IPO pursuant to a promissory note.

This loan was non-interest bearing and

payable upon the completion of our IPO.

We borrowed approximately $163,000 under the promissory note.

On September 7, 2021, we repaid

$157,000 of the promissory note balance and repaid the remaining balance of approximately $6,000 in full on September 13, 2021.

Subsequent to the repayment, the facility was no longer available to us.

In addition, in order to finance transaction costs in connection with

an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but

are not obligated to, loan us funds as may be required on a non-interest basis.

If we complete an initial business combination,

we would repay such loaned amounts.

In the event that the initial business combination does not close, we may use a portion of the working

capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant

at the option of the lender.

The warrants would be identical to the private placement warrants.

Except as set forth above, the terms

of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

Prior to the completion of

our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as

we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to

funds in our trust account.

Any of the foregoing payments to our sponsor or repayments of working

capital loans prior to our initial business combination will be made using funds held outside the trust account.

After our initial business combination, members of our management

team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully

disclosed to our stockholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished

to our stockholders.

It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials

or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors

of the post-combination business to determine executive and director compensation.

We have entered into a registration rights agreement with respect

to the founder shares, private placement warrants and warrants issued upon conversion of working capital loans (if any).

Policy for Approval of Related Party Transactions

The audit committee of our board of directors adopted a policy setting

forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related

party transaction” is any consummated or proposed transaction or series of transactions:

(i) in which the company was or is

to be a participant;

(ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the

average of the company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of

the transaction (without regard to profit or loss);

and (iii) in which a “related party” had, has or will have a direct

or indirect material interest.

“Related parties” under this policy include:

(i) our directors or executive officers;

(ii) any record or beneficial owner of more than 5% of any class of our voting securities;

(iii) any immediate family member

of any of the foregoing if the foregoing person is a natural person;

and (iv) any other person who may be a “related person”

pursuant to Item 404 of Regulation S-K under the Exchange Act.

Pursuant to the policy, the audit committee will consider (i) the

relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that

could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s

interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the

audit committee believes the relationship underlying the transaction to be in the best interests of the company and its stockholders

and (v) the effect that the transaction may have on a director’s status as an independent member of the board and on his or

her eligibility to serve on the board’s committees.

Management will present to the audit committee each proposed related party

transaction, including all relevant facts and circumstances relating thereto.

Under the policy, we may consummate related party transactions

only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy.

does not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction

in which he or she is the related party.

Director Independence

The rules of The Nasdaq Stock Market require that a majority of our

board of directors be independent within one year of our IPO.

An “independent director” is defined generally as a person

who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly

or as a partner, stockholder or officer of an organization that has a relationship with the company).

We have three “independent

directors” as defined in The Nasdaq Stock Market rules and applicable SEC rules.

Our board of directors has determined that each

of David Brosgol, Victor Pascucci, III and William Ullman are “independent directors” as defined in The Nasdaq Stock Market

rules and applicable SEC rules.

Our independent directors have regularly scheduled meetings at which only independent directors are present.

Principal Accountant Fees and

The following is a summary

of fees paid to WithumSmith+Brown, PC, for services rendered.

Audit fees consist of

fees billed for professional services rendered for the audit of our year-end consolidated financial statements, reviews of

our quarterly consolidated financial statements and services that are normally provided by our independent registered public accounting

firm in connection with statutory and regulatory filings.

The aggregate fees billed by WithumSmith+Brown, PC for audit fees, inclusive

of required filings with the SEC for the years ended December 31, 2023 and 2022, and of services rendered in connection with our

quarterly review and audit of the Company’s consolidated financial statements totaled $154,360 and $146,165, respectively.

have a five members of our Board of Directors, of which three members qualify as “independent” under the listing rules of

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

convertible promissory note for $412,500.

The note included the $75,000 balance as of December 31, 2022, an additional $300,000, and

an OID of $37,500.

The note matures on January 17, 2024.

The OID of $37,500 was recorded as a debt discount and was being amortized over

the life of the original note ending on January 17, 2024.

On August 31, 2023, the Company and Janbella entered into an Amended and Restated

12% Senior Secured Promissory Note for $453,750.

This note was a modification of the $412,500 note dated January 17, 2023.

treated this as a modification of debt.

All assets of the Company are collateral for the note.

In the event of a Qualified Offering prior

to the maturity date, at the option of Janbella, for every dollar received in a Qualified Offering, Janbella would receive $0.50, until

the outstanding principal and interest are paid.

Janbella is managed by Alessi.

The note is convertible at a conversion price of $1.00.

In the event of a merger or consolidation, the payment due to Janbella is 200% of the principal.

During the year ended December 31, 2023,

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.

As of December 31, 2024

and 2023, the balance was $453,750 and $453,750, with accrued interest $73,810 and $18,452, respectively.

August 31, 2023, the Company and Janbella entered into an 0% Senior Secured Promissory Note for $300,000.

The note matures on August

There is no interest.

An imputed interest discount was calculated for this note of $27,272, which was recorded directly to

the accumulated deficit balance.

This discount is being amortized over the life of the original note ending on August 31, 2024.

the year ended December 31, 2023, the Company amortized $9,116 of this discount.

As of December 31, 2023, the balance of this discount

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.

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

The note matures on August

There is no interest.

An imputed interest discount was calculated for this note of $16,804, which was recorded directly to

the accumulated deficit balance.

This discount is being amortized over the life of the original note ending on August 31, 2024.

the year ended December 31, 2023, the Company amortized $3,091 of this discount.

As of December 31, 2023, the balance of this discount

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.

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

17, 2024, the Company and Janbella formalized the February 28, 2024 verbal agreement by entering into an 0% Senior Secured Promissory

Note for $400,000 and JanBella funded an additional $300,000.

The note matures on August 31, 2024.

There is no interest.

An imputed interest

discount was calculated for this note of $14,087, which was recorded directly to the accumulated deficit balance.

This discount is being

amortized over the life of the original note ending on August 31, 2024.

During the year ended December 31, 2024, the Company amortized

$14,087 of this discount.

As of December 31, 2024, the balance of this discount was $0.

All assets of the Company are collateral for

On December 24, 2024, the Company and Janbella entered into a verbal agreement for an additional $100,000 0% Senior Secured

Promissory Note.

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.

Promissory Note

July 25, 2024, the Company issued an unsecured 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.

Gary to the Maker on April 18, 2024

for $25,000 and on May 22, 2024 for $10,000.

The Note does not bear interest and matures upon the closing of an initial business combination

by the Company.

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.

Placement Warrants

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,500,000 and 1,200,000 Private Placement

Warrants to the Sponsor and Cantor and Odeon, respectively, for an aggregate of 8,700,000 Private Placement Warrants, at a price of $1.00

per Private Placement Warrant, generating proceeds of $8.7 million.

Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share.

A portion of the

proceeds from the sale of the Private Placement Warrants to the Sponsor and the underwriters was added to the proceeds from the Initial

Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the

Private Placement Warrants will expire worthless.

Except as set forth below, the Private Placement Warrants will be non-redeemable for

cash and exercisable on a cashless basis so long as they are held by the Sponsor, the underwriters or their permitted transferees.

Sponsor, the underwriters and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign

or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Combination Related Agreements

October 13, 2023, the Company and Alpha Modus, Corp.

entered into the Business Combination Agreement, which was subsequently amended

on June 21, 2024.

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

share of Alpha Modus, Corp.

common stock (other than those properly exercising any applicable appraisal rights under applicable law)

would be converted into (A) one share of Company common stock, and (B) the contingent right to receive a pro rata portion of the Earnout

Shares (as defined below) (which may be zero);

and (iii) each share of Alpha Modus, Corp.

preferred stock (other than those properly

exercising any applicable appraisal rights under applicable law) would be converted into (A) one share of Company Series C Preferred

Stock, and (B) the contingent right to receive a pro rata portion of the Earnout Shares (as defined below) (which may be zero) (collectively

the “Merger Consideration”).

stockholders of Alpha Modus, Corp.

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

The Earnout Shares will be earned and issued in one-third (1/3) increments (of approximately 733,333 shares) if, for any twenty (20)

trading days within any thirty (30)-consecutive trading day period beginning at least 180 days after the Closing and on or prior to the

5-year anniversary of the Closing, the VWAP of the Company’s common stock equals or exceeds $13.00 per share, $15.00 per share

and $18.00 per share (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the

Closing), respectively, with all remaining Earnout Shares earned and issued upon certain changes of control of IAC at or prior to the

5-year anniversary of the Closing.

Additionally,

at the Closing, the Company’s sponsor, Insight Acquisition Sponsor LLC (the “Sponsor”) was required to deposit 750,000

shares of Company common stock into escrow (the “Sponsor Earnout Shares”), and the Sponsor Earnout Shares will be released

to the Sponsor according to the same milestones and timelines applicable to the Earnout Shares described above.

Additionally, the Company

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

Finally, at the Closing,

(i) the Company will to use its best efforts to pay off the Company’s loan(s) from Polar Multi-Strategy Master Fund (“Polar”)

(expected to be approximately $975,000 at Closing), (ii) the Company will use its best efforts to pay Alpha Modus, Corp.’s loans

from Janbella Group, LLC (“Janbella”) (expected to be approximately $1,400,000 at Closing), (iii) the Company will issue

to Janbella 1,392,308 shares of Company common stock, (iv) the Company will issue to Michael Singer 125,000 shares of Company common

stock, (v) the Company will issue to Cantor Fitzgerald & Co.

(“Cantor”) 210,000 shares of Company common stock, and (vi)

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

connection with the Business Combination Agreements, the Company, Alpha Modus, Corp., and certain other parties entered into related

agreements described below.

Support Agreements

Company, and the majority stockholders of Alpha Modus, Corp., the family trusts of Mr.

Alessi, entered into a Stockholder Support Agreement

(the “Stockholder Support Agreement”) on or about October 13, 2023.

Pursuant to the Stockholder Support Agreement, the Alpha

majority stockholders agreed to, among other things, vote their shares of Alpha Modus, Corp.

in favor of the adoption and

approval of the Business Combination Agreement and related transactions.

Registration Rights Agreement

Company, the Sponsor and certain other Company shareholders parties thereto (collectively, the “Initial Holders”), Alpha

Modus, and certain Alpha Modus stockholders entered an Amended and Restated Registration Rights Agreement (the “Amended Registration

Rights Agreement”) on or about October 13, 2023.

Pursuant to the Amended Registration Rights Agreement, the Initial Holders will

be provided the right to demand registrations, piggy-back registrations and shelf registrations with respect to Registrable Securities

(as defined in the Amended Registration Rights Agreement).

The Amended Registration Rights Agreement would supersede the registration

rights agreements between IAC and certain of the Initial Holders.

Confidentiality

and Lock-Up Agreement

Alpha Modus stockholders (the majority stockholders of Alpha Modus, Corp.) entered into a Confidentiality and Lock-up Agreement with

the Company (the “Confidentiality and Lock-Up Agreement”) on or about October 13, 2023.

Pursuant to the Confidentiality and

Lock-Up Agreement, each Alpha Modus stockholder party thereto agreed to a lock-up of its Company securities during a period (the “Lock-Up

Period”) from Closing of the Business Combination through the earlier of (i) the date that is 12 months after Closing, or (ii)

the date that the volume-weighted average price of the Company’s common stock as reported by Bloomberg exceeds $12.50 per share

for any 20 trading days within any consecutive 30-trading day period, except for an aggregate number of shares of Company common stock

equal to (X) 1,650,000 shares, plus (Y) the number of shares of Company common stock issued to Janbella pursuant to Section 7.21 of the

Business Combination Agreement, minus (Z) 557,692 shares, which aggregate number of shares is not subject to lock-up restrictions may

be sold by the Alpha Modus stockholder parties during the Lock-Up Period.

As 1,392,308 shares of Company common stock were issued to

Janbella pursuant to Section 7.21 of the Business Combination Agreement, an aggregate of 2,484,616 shares of Company held by the majority

stockholders are not subject to lock-up restrictions, and have therefore been registered for resale.

Lock-Up Agreement

Company, the Sponsor, and Alpha Modus, Corp.

entered into an Lock-Up Agreement (the “Sponsor Lock-Up Agreement”) on or about

October 13, 2023, pursuant to which, among other things, the Sponsor agreed to a lock-up of its Company securities during the defined

lock-up period, except for a number of shares equal to 15% of the Company’s common stock owned by the Sponsor as of Closing, which

number of shares may be sold by the Sponsor during the lock-up period without lock-up restriction.

As the Sponsor owned 3,449,990 shares

as of Closing (that were not Sponsor Earnout Shares), 15% of such number of shares, or approximately 517,512 shares, are have therefore

been registered for resale by the Sponsor’s assignees.

Stockholder Support Agreement

Company, the Sponsor, and Alpha Modus, Corp.

entered into a Stockholder Support Agreement (the “IAC Stockholder Support Agreement”)

on or about October 13, 2023, pursuant to which the Sponsor agreed, among other things, to vote their shares of Company common stock

in favor of the adoption an approval of the Business Combination Agreement and related transactions.

Principal Accounting Fees and Services.

aggregate fees billed to us by our principal accountants for services rendered during the fiscal years ended December 31, 2024, and December

31, 2023, are set forth in the table below:

Audit Fees (1)

Audit Related Fees (2)

Audit-related

fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end consolidated

financial statements and are not reported under “Audit Fees.” These services include attest services that are not required

by statute or regulation and consultation concerning financial accounting and reporting standards.

We did not pay WithumSmith+Brown,

PC any audit-related fees for the years ended December 31, 2023 and 2022, respectively.

consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

We paid WithumSmith+Brown,

PC $9,180 and $4,680 tax fees and for the years ended December 31, 2023 and 2022.

All Other fees

All other fees consist of fees billed for all other services.

We did not pay WithumSmith+Brown, PC any other fees for the years ended

December 31, 2023 and 2022.

Pre-Approval Policy

Our audit committee was formed in connection

with the effectiveness of our registration statement for our initial public offering.

As a result, the audit committee did not pre-approve

all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board

of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve

all audit services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject

to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee

prior to the completion of the audit).

Exhibits, Consolidated Financial Statement Schedules.

(a) The following documents are filed as part of

this Form 10-K:

(1) Consolidated Financial Statements:

Report of Independent

Registered Public Accounting Firm

Consolidated Balance

Sheets as of December 31, 2023 and 2022

Consolidated Statements

of Operations for the years ended December 31, 2023 and 2022

Consolidated Statements

of Changes in Shareholders’ Deficit for the years ended December 31, 2023 and 2022

Consolidated Statements

of Cash Flows for the years ended December 31, 2023 and 2022

Notes to Consolidated

fees billed in 2024 and 2023 consisted of fees related to the audit of our annual financial statements, reviews of our quarterly

financial statements, and statutory and regulatory audits, consents and other services related to filings with the SEC.

Audit-related

fees related to financial accounting and reporting consultations, assurance and related services.

services consist of tax compliance and tax planning and advice.

Board of Directors pre-approves all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed

for us by our independent registered public accounting firm, subject to the de minimis exceptions for non-audit services described in

Section 10A(i)(1)(b) of the Exchange Act and the rules and regulations of the SEC.

All services rendered by our principal auditors for

the years ended December 31, 2024 and 2023, were pre-approved in accordance with the policies and procedures described above.

Board of Directors has considered whether the provision of the above noted services is compatible with maintaining our independent registered

public accounting firm’s independence and has concluded that the provision of such services has not adversely affected the independent

registered public accounting firm’s independence.

Committee Audit Report to Shareholders

Audit Committee of our Board of Directors oversees our financial reporting process.

Our management has the primary responsibility for

our financial statements as well as our financial reporting process, principles and internal controls.

The independent registered public

accounting firm is responsible for performing an audit of our financial statements and expressing an opinion as to the conformity of

such financial statements with accounting principles generally accepted in the United States of America.

this context, the Audit Committee of the Board of Directors has reviewed and discussed our audited financial statements as of December

31, 2024 and December 31, 2023, with management and the independent registered public accounting firm.

The Audit Committee has discussed

with the independent registered public accounting firm the matters required to be discussed by the Statement on Auditing Standards No.

61, Professional Standards , as amended.

In addition, the Audit Committee has received the written disclosures and the letter from

the independent registered public accounting firm required by Independence Standards Board Standard No.

1, Independence Discussions

with Audit Committees , as currently in effect, and has discussed their independence with us.

Exhibits, Financial Statement Schedules.

Financial Statements:

(2) Consolidated Financial Statement Schedules:

We hereby file as part of this Report the exhibits

listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference can be inspected and copied at the public reference

facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.

Copies of such material can also be obtained

from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C.

20549, at prescribed rates or on the SEC website at

Underwriting Agreement, dated September 1, 2021, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on September 7, 2021) .

Amendment to Underwriting Agreement, dated March 28, 2021, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters (incorporated by reference to Exhibit 1.2 of the Company’s Annual Report on Form 10-K filed on April 19, 2023).

Business Combination Agreement, dated as of April 3, 2023, by and among Insight Acquisition Corp., Avila Amalco Sub Inc.

and Avila Energy Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on April 4, 2023)

consolidated financial statements and the related notes are included in Item 8 herein.

Financial Statement Schedule:

schedules have been omitted as the required information is inapplicable or the information is presented in the consolidated financial

statements or related notes.

exhibits listed on the Exhibit Index (following the signatures section of this report) are included, or incorporated by reference, in

this annual report.

Item 15(a)(3) above.

Financial Statement Schedule:

schedules have been omitted as the required information is inapplicable or the information is presented in the consolidated financial

statements or related notes.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

MODUS HOLDINGS, INC.

William Alessi

Executive Officer

April 15, 2025

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

William Alessi

Chief Executive Officer

Director (principal executive officer)

Rodney Sperry

Financial Officer

financial and accounting officer)

Scott Wattenberg

Michael Garel

William Ullman

Business Combination Agreement, dated as of October 13, 2023, by and among Insight Acquisition Corp., IAC Merger Sub Inc.

and Alpha Modus, Corp.

(incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on October 17, 2023)

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on September 7, 2021)

Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated March 6, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on March 8, 2023)

Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated September 6, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on SEptember 8, 2023)

Bylaws (incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement on Form S-1 (File No.

333-258727) initially filed on August 11, 2021)

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 (File No.

333-258727) initially filed on August 11, 2021)

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-1 (File No.

333-258727) initially filed on August 11, 2021)

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-1 (File No.

333-258727) initially filed on August 11, 2021)

Warrant Agreement, dated September 1, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on September 7, 2021)

Description of the Company’s securities (incorporated by reference to Exhibit 4.5 of the Company’s Annual Report on Form 10-K filed on March 31, 2022)

Letter Agreement, dated September 1, 2021, by and among the Company, its executive officers, its directors and Insight Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on September 7, 2021)

Investment Management Trust Agreement, dated September 1, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on September 7, 2021)

Registration Rights Agreement, dated September 1, 2021, by and among the Company, Insight Acquisition Sponsor LLC and the other holders party thereto (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on September 7, 2021)

Private Placement Warrants Purchase Agreement, dated September 1, 2021, by and between the Company and Insight Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on September 7, 2021)

Private Placement Warrants Purchase Agreement, dated September 1, 2021, by and among the Company, Cantor Fitzgerald & Co.

and Odeon Capital Group, LLC (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed on September 7, 2021)

Administrative Services Agreement, dated September 1, 2021, by and between the Company and Insight Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed on September 7, 2021)

Securities Subscription Agreement, dated April 30, 2021, by and between the Company and Insight Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-1 (File No.

333-258727) initially filed on August 11, 2021)

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 (File No.

333-258727) initially filed on August 11, 2021)

Promissory Note, dated April 30, 2021, issued to Insight Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-1 (File No.

333-258727) initially filed on August 11, 2021)

Amended and Restated Sponsor Support Agreement, dated as of April 3, 2023, by and among Insight Acquisition Corp., Avila Energy Corporation and founding stockholders of Insight Acquisition Corp.

(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on April 4, 2023)

Form of Company Support & Lock-Up Agreement, dated as of April 3, 2023, by and among Avila Energy Corporation, Insight Acquisition Corp.

and certain stockholders of Avila Energy Corporation (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on April 4, 2023)

Amended and Restated Registration Rights Agreement, dated as of April 3, 2023, by and among Insight Acquisition Corp., Avila Energy Corporation and IPO underwriters of Insight Acquisition Corp.

(incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on April 4, 2023)

Forward Share Purchase Agreement dated as of March 29 2023, by and among Insight Acquisition Corp., Avila Energy Corporation, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on April 4, 2023)

Subscription Agreement, dated August 30, 2023, by and between Insight Acquisition Corp., Insight Acquisition Sponsor, LLC and Polar Multi-Strategy Master Fund (incorporated by reference to Exhibit 10.10 of the Company’s Quarterly Report on Form 10-Q filed on October 25, 2023).

Stockholder Support Agreement, dated as of October 13, 2023, by and among Insight Acquisition Corp., Alpha Modus, Corp.

and Insight Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on October 17, 2023)

First Amendment to the Business Combination Agreement, dated as of June 21, 2024, by and among Insight Acquisition Corp., IAC Merger Sub Inc.

and Alpha Modus, Corp.

Second Amended and Restated Certificate of Incorporation

Amended and Restated Bylaws

Securities Purchase Agreement, dated October 23, 2024, by and between Insight Acquisition Corp.

and Streeterville Capital, LLC

Amendment to Securities Purchase Agreement, dated December 12, 2024, by and between Insight Acquisition Corp.

and Streeterville Capital, LLC

Stockholder Support Agreement, dated as of October 13, 2023, by and among Insight Acquisition Corp., Alpha Modus, Corp.

and The Alessi 2020 Irrevocable Trust (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on October 17, 2023)

Lock-Up Agreement, dated as of October 13, 2023, by and among Alpha Modus, Corp., Insight Acquisition Corp.

and Insight Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on October 17, 2023)

Confidentiality and Lock-Up Agreement, dated as of October 13, 2023, by and among Alpha Modus, Corp., Insight Acquisition Corp., and the Stockholder Parties (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on October 17, 2023)

and The Alessi 2020 Irrevocable Trust

Amended and Restated Registration Rights Agreement, dated as of October 13, 2023, by and among Insight Acquisition Corp., Alpha Modus, Corp., Insight Acquisition Sponsor LLC and IPO underwriters of Insight Acquisition Corp.

(incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed on October 17, 2023)

Capital Contribution Agreement, dated May 9, 2024 between Insight Acquisition Corp.

Confidentiality and Lock-Up Agreement, dated as of October 13, 2023, by and among Alpha Modus, Corp., Insight Acquisition Corp., and the Stockholder Parties

Lock-Up Agreement, dated as of October 13, 2023, by and among Alpha Modus, Corp., Insight Acquisition Corp.

and Insight Acquisition Sponsor LLC

Power of Attorney (included on signature page of this annual report).

Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer pursuant to 18 U.S.C.

Stockholder Support Agreement, dated as of October 13, 2023, by and among Insight Acquisition Corp., Alpha Modus, Corp.

and Insight Acquisition Sponsor LLC

Promissory Note issued by Alpha Modus Holdings, Inc.

to Loeb & Loeb LLP

Employment Agreement, dated December 13, 2024, by and between Alpha Modus Holdings, Inc.

and William Alessi

Employment Agreement, dated December 13, 2024, by and between Alpha Modus Holdings, Inc.

and Rodney Sperry

Employment Agreement, dated December 13, 2024, by and between Alpha Modus Holdings, Inc.

and Chris Chumas

Subscription Agreement, dated August 30, 2023, by and among Insight Acquisition Corp., Insight Acquisition Sponsor, LLC and Polar Multi-Strategy Master Fund

Amendment to Subscription Agreement, dated May 15, 2024, by and among Insight Acquisition Corp., Insight Acquisition Sponsor, LLC and Polar Multi-Strategy Master Fund

Subscription Agreement, dated April 26, 2024, and accepted by Alpha Modus, Corp.

on May 16, 2024, by and among Alpha Modus, Corp.

and Polar Multi-Strategy Master Fund

Extension Agreement, dated March 29, 2024, by and among Alpha Modus, Corp.

and Janbella Group, LLC

Intellectual Property License Agreement, dated January 8, 2024, by and among Alpha Modus, Corp.

and GZ6G Technologies Corp

Intellectual Property License Agreement, dated April 10, 2024, by and among Alpha Modus, Corp., Xalles Holdings Inc., and CashXAI Inc.

Fee Waiver Agreement, dated June 21, 2024, among Insight Acquisition Corp., Insight Acquisition Sponsor LLC and Michael Singer

Settlement Agreement, dated June 20, 2024, by and among Odeon Capital Group LLC and Insight Acquisition Corp.

Fee Modification Agreement, dated June 20, 2024, among Cantor Fitzgerald & Co., Insight Acquisition Corp., and Alpha Modus, Corp.

Employment Agreement, dated January 1, 2025, by and between Alpha Modus Holdings, Inc.

and Thomas Gallagher

Director Agreement, effective as of December 13, 2024, by and between Alpha Modus Holdings, Inc.

and Gregory Richter

Director Agreement, effective as of December 13, 2024, by and between Alpha Modus Holdings, Inc.

and Michael Garel

Director Agreement, effective as of December 13, 2024, by and between Alpha Modus Holdings, Inc.

and Scott Wattenberg

Director Agreement, effective as of December 13, 2024, by and between Alpha Modus Holdings, Inc.

and William Ullman

Amendment to Secured Convertible Promissory Note, dated January 27, 2025, by and between Alpha Modus Holdings, Inc.

and Streeterville Capital, LLC

Letter from WithumSmith+Brown, PC to the SEC, dated December 19, 2024

List of Subsidiaries

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer pursuant to 18 U.S.C.

Certification of the Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Insight Acquisition Corp.

Clawback Policy

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)

Filed herewith.

Form 10-K Summary.

Pursuant to the requirements of Section 13 or 15(d) of the

Securities Exchange Act of 1934, as amended, the Registrant has duly caused this annual report to be signed on its behalf by the undersigned,

thereunto duly authorized, in New York City, New York, on the 14th day of May, 2024.

INSIGHT ACQUISITION CORP.

Michael Singer

Executive Chairman and

Chief Executive Officer

/s/ Glenn Worman

Chief Financial Officer

POWERS OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each of the undersigned constitutes

and appoints each of Michael Singer and Glenn Worman, each acting alone, his or her true and lawful attorneys-in-fact and agents, with

full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to

sign this annual report on Form 10-K (including amendments thereto), and to file the same, with all exhibits thereto, and other

documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each

acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about

the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any

such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934,

as amended, this annual report has been signed below by the following persons in the capacities and on the dates indicated.

/s/ Michael Singer

Michael Singer

Executive Chairman and Chief Executive Officer

(Principal executive officer)

/s/ Glenn Worman

Chief Financial Officer

(Principal financial and accounting officer)

/s/ David Brosgol

David Brosgol

/s/ Victor Pascucci, III

Victor Pascucci, III

/s/ William Ullman

William Ullman

INSIGHT ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered

Public Accounting Firm

Consolidated Financial

Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements

of Operations for the years ended December 31, 2023 and 2022

Consolidated Statements

of Changes in Stockholders’ Deficit for the years ended December 31, 2023 and 2022

Consolidated Statements

of Cash Flows for the years ended December 31, 2023 and 2022

Notes to Consolidated Financial

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of

Insight Acquisition Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets

of Insight Acquisition Corp.

and subsidiary (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements

of operations, changes in stockholders’ deficit and cash flows for the years ended December 31, 2023 and 2022, and the related notes

(collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated 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 the years ended December 31, 2023 and 2022, in conformity with accounting principles generally accepted

in the United States of America.

Emphasis of Matter - Franchise and Income Tax Withdrawals from

Trust Account

As discussed in Note

12 to the financial statements, the Company withdrew $2,703,102 from the Trust Account to pay liabilities related to the federal income

and Delaware franchise taxes.

Through December 31, 2023, the Company remitted $1,653,743 to the respective tax authorities, which resulted

in remaining excess funds withdrawn from the Trust Account but not remitted to the government authorities of $1,049,359.

Management has

determined that this use of the Withdrawn Trust Funds was not in accordance with the Trust Agreement.

The disclosure of this was omitted

from the Company’s quarterly reports on Form 10-Q for the quarters ended June 30, 2023 and September 30, 2023.

The amounts deemed

to have been used for operating expenses were $4,448 as of June 30, 2023 and $1,411,063 as of September 30, 2023.

Emphasis of the Matter – Restatement of Unaudited Interim Financial Statements

As discussed in Note 2 to the financial statements,

the unaudited interim financial statements as of and for the three and nine months ended September 30, 2023 have been restated to correct

certain misstatements.

Going Concern

The accompanying consolidated financial statements have

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

As discussed in Note 1 to the consolidated financial statements,

if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by June 7, 2024 (as

approved by the Annual Meeting described in Note 1), then the Company will cease all operations except for the purpose of liquidating.

The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s

ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The consolidated

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

Basis for Opinion

These consolidated financial statements

are the responsibility of the Company’s management.

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

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.

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

We 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 consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company 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.

Our audits included performing procedures

to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2021.

New York, New York

PCAOB ID Number 100

INSIGHT ACQUISITION CORP.

CONSOLIDATED BALANCE SHEETS

Current assets:

Restricted cash

Prepaid expenses

Due from Sponsor

Due from related party

Total current assets

Investments held in the Trust Account

$ 244,853,424

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:

Current liabilities:

Accounts payable

Accrued expenses

Due to related party

Due to investor, net of debt discount

Due to Shareholders

Income tax payable

Excise tax payable

Franchise tax payable

Total current liabilities

Deferred tax liability

Deferred underwriting commissions in connection with the Initial Public Offering

Derivative liabilities

Total Liabilities

Commitments and Contingencies

Class A common stock subject to possible redemption, $ 0.0001 par value;

1,000,945 and 24,000,000 redeemable shares at approximately $ 10.84 and $ 10.15 per share redemption value at December 31, 2023 and 2022, respectively

Stockholders’ Deficit:

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued or outstanding at December 31, 2023 and 2022

Class A common stock, $ 0.0001 par value;

200,000,000 shares authorized;

5,100,000 and 0 non-redeemable shares issued and outstanding at December 31, 2023 and 2022 (excluding 1,000,945 and 24,000,000 shares subject to possible redemption), respectively

Class B common stock, $ 0.0001 par value;

20,000,000 shares authorized;

900,000 and 6,000,000 shares issued and outstanding at December 31, 2023 and 2022, respectively

Additional paid-in capital

Accumulated deficit

( 11,496,955 )

( 11,885,332 )

Total stockholders’ deficit

( 10,987,144 )

( 11,884,732 )

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit

$ 244,853,424

The accompanying notes are an integral

part of the consolidated financial statements.

INSIGHT ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year Ended

General and administrative expenses

General and administrative expenses - related party

Franchise tax expenses

Loss from operations

( 2,862,528 )

( 1,511,828 )

Other income (expense):

Change in fair value of derivative liabilities

Change in initial value of Forward Purchase Agreement Liability

Interest expense – debt discount

Gain on investments held in Trust Account

Gain on forgiveness of deferred underwriting fee payable

Total other income, net

(Loss) Income before income tax expense

Income tax expense

Net (loss) income

$ ( 651,138 )

Weighted average shares outstanding of Class A Redeemable common stock, basic and diluted

Basic and diluted net (loss) income per common share, Class A Redeemable common stock

Weighted average shares outstanding of Class A Non-Redeemable common stock, basic and diluted

Basic and diluted net (loss) income per common share, Class A Non-Redeemable common stock

Weighted average shares outstanding of Class B common stock, basic and diluted

Basic and diluted net (loss) income per common share, Class B common stock

The accompanying notes are an integral

part of the consolidated financial statements.

INSIGHT ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31,

2023 AND 2022

Stockholders’

Balance – December 31, 2021

$ ( 21,395,176 )

$ ( 21,394,576 )

Accretion of Class A common stock subject to redemption value

( 2,397,590 )

Balance – December 31, 2022

( 11,885,332 )

( 11,884,732 )

Accretion of Class A common stock subject to redemption value

Contributions from Sponsor

Initial Value of Forward Purchase Agreement

Class B common stock converted to Class A common stock on a one for one basis

( 5,100,000 )

Fair value of Subscription Shares in connection with Subscription Agreement

Contribution receivable from the Sponsor

( 2,348,302 )

Balance – December 31, 2023

$ ( 11,496,955 )

$ ( 10,987,144 )

The accompanying notes are an integral

part of the consolidated financial statement.

INSIGHT ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF CASH

For the Year Ended

Cash Flows from Operating Activities:

Net (loss) income

$ ( 651,138 )

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Change in initial value of derivative liabilities

( 10,711,300 )

Interest expense - debt discount

Gain on investments held in Trust Account

( 3,117,552 )

( 3,332,546 )

Gain on forgiveness of deferred underwriting fee payable

Change in fair value of forward purchase agreement

Deferred tax (benefit) expense

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable

Accrued expenses

Accrued expenses – related party

Due to related party

Income tax payable

Franchise tax payable

Due from related party

Net cash used in operating activities

( 2,914,349 )

Cash Flows from Investing Activities:

Cash withdrawn from Trust Account to pay franchise and income taxes

Cash withdrawn from Trust Account in connection with redemption

Cash deposited in Trust Account

Net cash provided by investing activities

Cash Flows from Financing Activities:

Contributions from Sponsor

Due to related party

Due to investors

Offering costs paid

Redemption of Class A common stock

( 234,830,236 )

Net cash used in financing activities

( 233,710,236 )

Net change in cash and restricted cash

Cash and restricted cash – beginning of the year

Cash and restricted cash – end of the year

Restricted Cash

Supplemental disclosure of noncash activities:

Forgiveness of deferred underwriting fee payable

Value of excise tax liability

Capital contribution from Sponsor

The accompanying notes are an integral

part of the consolidated financial statements.

INSIGHT ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

Note 1 - Description of Organization and Business

Insight Acquisition Corp.

(the “Company”)

was incorporated in Delaware on April 20, 2021.

The Company was formed for the purpose of effecting a merger, capital stock exchange,

asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

The Company has one subsidiary, IAC Merger Sub Inc., a Florida corporation

(“Merger Sub”), a direct wholly owned subsidiary of the Company incorporated in on October 10, 2023.

As of December 31, 2023

the subsidiary had no activity.

As of December 31, 2023, the Company had not commenced any operations.

All activity for the period from April 20, 2021 (inception) through December 31, 2023 relates to the Company’s formation and

the initial public offering (the “Initial Public Offering”) described below and subsequent to the Initial Public Offering,

the search for a business combination.

The Company will not generate any operating revenues until after the completion of its initial

Business Combination, at the earliest.

The Company generates non-operating income in the form of interest income from the proceeds derived

from the Initial Public Offering.

The Company’s sponsor is Insight Acquisition

Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement for the Company’s Initial

Public Offering was declared effective on September 1, 2021.

On September 7, 2021, the Company consummated its Initial Public

Offering of 24,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being

offered, the “Public Shares”), generating gross proceeds of $ 240.0 million, and incurring offering costs of approximately

$ 17.5 million, of which approximately $ 12.0 million and approximately $ 668,000 were for deferred underwriting commissions (see

Note 5) and offering costs allocated to derivate warrant liabilities, respectively.

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the private placement (“Private Placement”) of 7,500,000 and 1,200,000 warrants

(each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), to the Sponsor and

Cantor Fitzgerald & Co.

(“Cantor”) and Odeon Capital Group, LLC (“Odeon”), respectively, for an aggregate

of 8,700,000 Private Placement Warrants, at a price of $ 1.00 per Private Placement Warrant, generating proceeds of $ 8.7 million

(see Note 4).

Upon the closing of the Initial Public Offering

and the Private Placement, $ 241.2 million ($ 10.05 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering

and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in

the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S.

securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or

in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct

government treasury obligations, as determined by the Company, until the earlier of (i) the completion of a Business Combination

and (ii) the distribution of the Trust Account.

The Company’s management has broad discretion with respect to

the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially

all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

There is no assurance that the

Company will be able to complete a Business Combination successfully.

The Company must complete one or more initial Business Combinations

having an aggregate fair market value of at least 80 % of the net assets held in the Trust Account (net of amounts disbursed to management

for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust

Account) at the time of the agreement to enter into the initial Business Combination.

However, the Company will only complete a Business

Combination if the post-transaction company owns or acquires 50 % or more of the voting securities of the target or otherwise acquires

a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company

Act of 1940, as amended (the “Investment Company Act”).

The Company will provide the holders of the Company’s

outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares

upon the completion of a Business Combination either (i) in connection with a stockholders meeting called to approve the Business

Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a Business

Combination or conduct a tender offer will be made by the Company, in its sole discretion.

The Public Stockholders will be entitled to

redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $ 10.05 per Public Share

plus pro rata interest earned in Trust Account).

The per-share amount to be distributed to Public Stockholders who redeem their Public

Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5).

These Public Shares were recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting

Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities

from Equity.” The Company will proceed with a Business Combination if the holders of 65 % of the shares voted are voted in favor

of the Business Combination.

If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote

for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate

of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (“SEC”)

and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transaction

is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem

shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

Additionally,

each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed

to vote their Founder Shares (as defined below in Note 3) and any Public Shares purchased during or after the Initial Public Offering,

and the Anchor Investors (as defined below in Note 3) agreed to vote any Founder Shares held by them in favor of a Business Combination.

In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares

in connection with the completion of a Business Combination.

The Company’s Certificate of Incorporation provides that a Public

Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as

a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)),

is restricted from redeeming an aggregate of 20 % or more of the Public Shares, without the prior consent of the Company.

The Company’s Certificate of Incorporation

provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is

acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”)), is restricted from redeeming an aggregate of 20 % or more of the Public Shares, without the prior consent

of the Company.

The Sponsor and the Company’s officers

and any other holders of the Founder Shares immediately prior to the Initial Public Offering (the “Initial Stockholders”)

agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation

to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined

below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity,

unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Anchor Investors are not entitled to (i) redemption

rights with respect to any Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) redemption

rights with respect to any Founder Shares held by them in connection with a stockholder vote to amend the Certificate of Incorporation

in a manner that would affect the substance or timing of the Company’s obligation to redeem 100 % of its Public Shares if the Company

has not consummated an initial Business Combination within the Combination Period or (iii) rights to liquidating distributions from

the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within

the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public

Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period).

If the Company is unable to complete a Business Combination by June

7, 2024, which may be extended only by the vote of our stockholders to approve an amendment to our amended and restated certificate of

incorporation (the “Combination Period”) the Company will (i) cease all operations except for the purpose of winding

up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held

in the Trust Account (which interest shall be net of taxes payable and up to $ 100,000 of interest to pay dissolution expenses), divided

by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders

(including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following

such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject, in

each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable

On March 6, 2023 the Company held a special

meeting (the “Special Meeting”) of stockholders.

At the Special Meeting, the Company’s stockholders were asked to vote

on the following items:

(i) a proposal to amend the Charter to extend the date by which the Company has to consummate a business

combination for an additional one month, from March 7, 2023 to April 7, 2023 and thereafter, at the discretion of the board

of directors of the Company and without a vote of the stockholders, up to five (5) times for an additional one month each time,

for a total of up to five additional months to September 7, 2023 (the “First Charter Amendment Proposal”), (ii) a proposal

to amend the Company’s Charter to eliminate from the Charter the limitation that the Company may not redeem public shares to the

extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1)

of the Exchange Act) of less than $ 5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem public

shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Second Charter Amendment Proposal”),

(iii) a proposal to amend the Charter to provide for the right of a holder of Class B common stock of the Company, par value $ 0.0001

per share (“Class B Common Stock”) to convert such shares into shares of Class A common stock of the Company, par

value $ 0.0001 per share (“Class A Common Stock”) on a one-for-one basis prior to the closing of a business combination

at the election of the holder (the “Third Charter Amendment Proposal” and together with the First Charter Amendment Proposal

and the Second Charter Amendment Proposal, the “Charter Amendment Proposals”) and (iv) a proposal to direct the chairman

of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote

of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve each of the

Charter Amendment Proposals.

In connection with the Extension, the holders of 21,151,393 Class A common shares, representing approximately

88.1 % of the Company’s issued and outstanding Class A common shares, elected to redeem their shares.

Following such redemptions,

approximately $ 28,744,831 remained in the trust account and 2,848,607 shares of Class A Common Stock remained issued and outstanding.

On March 28, 2023, the board of directors

of the Company approved a one-month extension of the date by which the Company has to consummate a business combination to May 7, 2023

and authorized management to deposit $ 80,000 into the Trust Account for such extension.

Accordingly, management deposited $ 80,000 into

the Trust Account and the date by which the Company has to consummate a business combination has been extended to May 7, 2023.

2, 2023, the board of directors of the Company approved an additional one-month extension to June 7, 2023 and deposited an additional

$ 80,000 into the Trust Account.

On March 29, 2023, the Company entered into

a forward share purchase agreement (the “Forward Share Purchase Agreement”) with Avila, Meteora Special Opportunity Fund

I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (collectively, “Seller”) for an OTC

Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”).

Pursuant to the terms of the Forward Purchase Agreement,

Seller intends but is not obligated to purchase the Company’s Class A Common Stock from holders (other than the Company or

its affiliates) who have elected to redeem such shares in connection with the Proposed Transactions.

Purchases by Seller will be made

through brokers in the open market after the redemption deadline in connection with the Proposed Transactions at a price no higher than

the redemption price to be paid by the Company in connection with the Proposed Transactions (the “Initial Price”).

purchased by the Seller, other than the Share Consideration Shares are referred to herein as the “Recycled Shares.” The Seller

also may sell 2,376,000 shares of the Company Class A Common Stock purchased in the Company’s initial public offering (“IPO

Shares”) in the Forward Purchase Transaction, up to a maximum of 2,500,000 shares of Class A Common Stock (including any Recycled

On April 3, 2023, the Company entered into

a Business Combination Agreement (“Avila BCA”) with Avila Energy Corporation, an Alberta corporation (“Avila”),

pursuant to which the Company will acquire Avila for consideration of shares of the Company following its redomicile into the Province

The business combination agreement and related executed agreements included supporting agreements and a forward share purchase

agreement are more fully described and filed with the Company’s Current Report on Form 8-K filed with the SEC on April 4,

On April 18, 2022, the Company received a notification from the

New York Stock Exchange (“NYSE”) that it was in violation of NYSE requirements as it had failed to timely file its Annual

Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”) and that if the Form 10-K is not filed

with the SEC by 2:30 p.m.

Eastern Time on April 21, 2023, NYSE post the Company to the NYSE’s late filers list on the Profile,

Data and News pages with respect to each of the Company’s securities (the “LF Designation”).

Effective April 19,

2022, the Company filed the Form 10-K and that same day the Company received additional correspondence from the NYSE acknowledging that

the filing had been made and cancelling its prior correspondence and stating that the LF Designation would not be posted on the Profile,

Data and News pages with respect to each of the Company’s securities.

On April 27, 2023, the Company issued a press release reporting

that the Company will transfer the listing of its securities to The Nasdaq Stock Market (“Nasdaq”).

In the press release,

the Company stated that its securities will commence trading on Nasdaq upon the market open on Tuesday, May 2, 2023.

The Company’s

Class A common stock will continue trading under the ticker symbol “INAQ” on the Nasdaq Global Market and the Company’s

units and warrants will continue trading under the ticker symbols “INAQU” and “INAQW,” respectively, on the Nasdaq

Capital Market.

On May 24, 2023, the Company received a notification from the Nasdaq

that it was not in compliance with Nasdaq Listing Rule 5250I(1) as it had failed to timely file its Quarterly Report on Form 10-Q for

the quarter ended March 31, 2023 (the “Form 10-Q”).

Under the Nasdaq Listing Rules, the Company now has 60 calendar days to

submit a plan to regain compliance and if the plan is accepted, Nasdaq may grant an exception of up to 180 calendar days from the Form

10-Q’s due date, or until November 20, 2023, to regain compliance.

The Company subsequently filed the Form 10-Q for the quarter

ended March 31, 2023 on June 2, 2023, regaining compliance.

On August 10, 2023, the Company and Avila entered

into a Letter Agreement providing for the mutual termination of the Avila BCA.

The Letter Agreement provides for the mutual release of

claims against the other party and also provides that Avila will pay to the Company $ 300,000 in partial reimbursement of expenses incurred

by the Company in connection with the Avila BCA (the “Avila Payment”).

The Avila Payment is due and payable as follows:

up to $300,000 immediately upon Avila’s receipt of net proceeds from any financing, public or private, in excess of U.S.

-or- (2) (i) $50,000 by December 1, 2023, (ii) $100,000 by February 1, 2024 and (iii) $150,000 by April 1, 2024.

On August 17, 2023, the Company issued an unsecured

promissory note in the aggregate principal amount of $ 480,000 (the “Note”) to the Sponsor, in exchange for the Sponsor advancing

$ 480,000 to the Company to fund six one-month extensions of the amount of time the Company has to complete its initial business combination,

from March 7, 2023 to September 7, 2023.

The Note does not bear interest and matures upon the closing of an initial business combination

by the Company.

In addition, at the option of the holder, the Note may be paid by the Company through the issuance of private placement

warrants of the Company at a price of $ 1.00 per unit.

The loan will be forgiven, except to the extent of any funds held outside of the

Company’s trust account, by the Sponsor, if Company is unable to consummate an initial business combination.

On November 6, 2023,

the Company and the Sponsor entered into a written agreement (the “Rescission Agreement”) to rescind and nullify that certain

promissory note in the principal amount of $ 480,000 and executed on August 17, 2023 (the “Note”) pursuant to which the Company

agreed to pay the Sponsor the principal amount of $ 480,000 subject to the terms and conditions of the Note.

Upon execution and delivery

of the Rescission Agreement, the Note, in its entirety, is hereby irrevocably rescinded, abrogated, cancelled and rendered null and void

ab initio and of no force or effect whatsoever, and the positions among the Company and the Sponsor shall be restored to what would have

existed had they not entered into the Note.

As approved by its stockholders at the annual

meeting of stockholders held on September 6, 2023 (the “Annual Meeting”), the Company filed a Second Amendment (the “Second

Amendment”) to its Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of

State on September 6, 2023 to modify the terms and extend Combination Period by which the Company has to consummate an initial business

combination (the “Business Combination”) from September 7, 2023 to June 7, 2024, provided that the Company deposits the lesser

of $ 20,000 and $ 0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account,

as defined in the Charter for each one-month extension.

In connection with the stockholder’s vote at the Annual Meeting, 1,847,662

shares were tendered for redemption in exchange for a total redemption payment of $ 19,208,848 .

On September 7, 2023, October 7, 2023, November 7, 2023, December

15, 2023, January 5, 2024, February 2, 2024, February 7, 2024, March 20, 2024 and May 6, 2024 the Company deposited $ 20,000 into the Trust

Account on each date, to extend the Business Combination Period from September 7, 2023 to June 7, 2024.

Effective as of October 13, 2023, the Company, IAC Merger Sub Inc.,

a Florida corporation (“Merger Sub”) and Alpha Modus, Corp., a Florida corporation (“Alpha Modus”), entered into

a business combination agreement and plan of merger (the “AM BCA”) pursuant to which Merger Sub will merge with and into Alpha

Modus with Alpha Modus as the surviving corporation and becoming a wholly owned subsidiary of the Company.

The Board of Directors of the

Company (the “Board”) has unanimously approved and declared advisable the AM BCA, the Merger and the other transactions contemplated

thereby (the “Proposed Transactions”).

A copy of the AM BCA is filed as Exhibit 2.1 in the Current Report on Form 8-K, dated

October 17, 2023.

In connection with entering into the AM BCA, in October 2023, the Company formed IAC Merger Sub Inc., a Florida corporation.

On December 28, 2023, the Company filed with

Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 (the “Registration Statement”)

in connection with the proposed business combination with Alpha Modus, Corp.

based in Metro-Charlotte, NC (the “Business Combination”).

The Initial Stockholders agreed to waive their

rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business

Combination within the Combination Period.

However, if the Initial Stockholders acquire Public Shares in or after the Initial Public

Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company

fails to complete a Business Combination within the Combination Period.

The underwriters agreed to waive their rights to the deferred

underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within

the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be

available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of

the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.05 .

In order to protect the

amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except

for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective

target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination

agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.05 per Public Share

and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if

less than $ 10.05 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability

will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust

Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters

of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims

of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company

does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the

Trust Account.

Risks and Uncertainties

In February 2022, the Russian Federation and

Belarus commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States,

have instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action and related sanctions

on the world economy is not determinable as of the date of these consolidated financial statements.

The specific impact on the Company’s

financial condition, results of operations, and cash flows is also not determinable as of the date of these consolidated financial statements.

On August 16, 2022, the Inflation Reduction

Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

excise tax on certain repurchases of stock by publicly traded U.S.

domestic corporations and certain U.S.

domestic subsidiaries of publicly

traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation itself,

not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1 % of the fair market value of the

shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are

permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same

taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”)

has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension

vote or otherwise, may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection

with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value

of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a

Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business

Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business

Combination) and (iv) the content of regulations and other guidance from the Treasury.

The Company held a meeting on March 6, 2023 where

the stockholders voted to approve a proposal to amend the Company’s amended and restated certificate of incorporation to extend

the Combination Period, from March 7, 2023, monthly for up to six additional months at the election of the Company, ultimately until

as late as September 7, 2023 (the “Extension”, and such extension date the “Extended Date”).

In connection with

the March 6, 2023 meeting, 21,151,393 shares of the Company’s common stock were redeemed with a total redemption payment of $ 215,621,387 .

The Company held its annual meeting on September 6, 2023 where the

stockholders voted to approve a proposal to amend the Company’s amended and restated certificate of incorporation to extend the

Combination Period, from September 7, 2023 to June 7, 2024, provided that the Company deposits the lesser of $ 20,000 and $ 0.02 for each

outstanding share of common stock sold in the Company’s initial public offering into the Trust Account, as defined in the Charter

for each one-month extension.

In connection with the stockholder’s vote at the Annual Meeting, 1,847,662 shares were tendered for

redemption in exchange for a total redemption payment of $ 19,208,848 .

As a result, the Company booked a liability of

$ 2,348,302 for the excise tax based on 1 % of shares redeemed during the reporting period.

For interim periods, an entity is not required

to estimate future stock repurchases and stock issuances to measure its excise tax obligation.

Rather, an entity can generally record

the obligation on an as-incurred basis.

In other words, the excise tax obligation recognized at the end of a quarterly financial reporting

period is calculated as if the end of the quarterly period was the end of the annual period for which the excise tax obligation is payable.

Pursuant to the AM BCA, (i) in the event the

business combination contemplated by the AM BCA occurs, then the surviving company shall pay the Company’s excise tax liability;

(ii) if Alpha Modus does not obtain its shareholders approval of the business combination, or Alpha Modus breaches the AM BCA, then Alpha

Modus will be responsible to pay the Company’s excise tax liability;

and (iii) if an Alpha Modus material adverse effect occurs

and the business combination does not close, or if Alpha Modus fails to close the business combination for any reason other than a material

breach by the Company, then Alpha Modus will be responsible to pay the Company’s excise tax liability.

In all other circumstances

the Company will be responsible to pay the Company’s excise tax liability, except if the Company liquidates prior to December 31,

2023, in which event there will be no excise tax liability.

The Company will not use any of the funds held in the Trust Account and any

additional amounts deposited into the Trust Account, as well as any interest earned thereon, to pay for the Company’s excise tax

In addition, because the excise tax would be payable by the Company and not by the redeeming holders, the mechanics of any

required payment of the excise tax by the Company have not been determined.

The foregoing could cause a reduction in the cash available

on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

In October 2023, the Israel-Hamas war commenced.

As a result of the

war, instability in the Middle East and various other regions of the world may occur and effect the world economy.

Various nations, including

the United States, as a reaction to the Israel-Hamas war have begun taking actions that may further affect the world economy.

on the world economy are not determinable as of the date of these consolidated financial statements.

The specific impact on the Company’s

financial condition, results of operations and cash flows is also not determinable as of the date of these consolidated financial statements.

Emerging Growth Company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS

Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public

companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered

public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations

regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding

advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act

exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies

(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an

emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition

period, which means that when a standard is issued or revised and it has different application dates for public or private companies,

the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised

This may make comparison of the Company’s consolidated financial statements with another public company which is neither

an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible

because of the potential differences in accounting standards used.

Liquidity and Going Concern

As of December 31, 2023, the Company had approximately $0 in

its operating bank account available to pay operating expenses and working capital deficit of approximately $ 3,571,000 .

The Company’s liquidity needs prior to the consummation of the

Initial Public Offering were satisfied through the payment of $ 25,000 from the Sponsor to cover for certain offering costs on behalf of

the Company in exchange for issuance of the Founder Shares (as defined in Note 4), and the loan from the Sponsor of approximately $ 163,000

under the Note (as defined in Note 4).

The Company repaid $ 157,000 of Note balance on September 7, 2021 and repaid the remaining

balance of approximately $ 6,000 in full on September 13, 2021, at which time the Note was terminated.

Subsequent to the consummation

of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the

Initial Public Offering and the Private Placement held outside of the Trust Account.

In addition, in order to finance transaction costs

in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and

directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5).

As of December 31, 2023 and 2022, there

were no amounts outstanding under any Working Capital Loans.

On August 17, 2023, the Company issued an unsecured

promissory note in the aggregate principal amount of $ 480,000 (the “Note”) to the Sponsor, in exchange for the Sponsor advancing

$ 480,000 to the Company to fund six one-month extensions of the amount of time the Company has to complete its initial business combination,

from March 7, 2023 to September 7, 2023.

The Note does not bear interest and matures upon the closing of an initial business combination

by the Company.

In addition, at the option of the holder, the Note may be paid by the Company through the issuance of private placement

warrants of the Company at a price of $ 1.00 per unit.

The loan will be forgiven, except to the extent of any funds held outside of the

Company’s trust account, by the Sponsor, if Company is unable to consummate an initial business combination.

On November 6, 2023,

the Company and the Sponsor entered into a written agreement (the “Rescission Agreement”) to rescind and nullify that certain

promissory note in the principal amount of $ 480,000 and executed on August 17, 2023 (the “Note”) pursuant to which the Company

agreed to pay the Sponsor the principal amount of $ 480,000 subject to the terms and conditions of the Note.

Upon execution and delivery

of the Rescission Agreement, the Note, in its entirety, is hereby irrevocably rescinded, abrogated, cancelled and rendered null and void

ab initio and of no force or effect whatsoever, and the positions among the Company and the Sponsor shall be restored to what would have

existed had they not entered into the Note.

On August 30, 2023, the Company, Sponsor and Polar Multi-Strategy Master

Fund (“Polar”), an investor, entered into an agreement (the “Subscription Agreement”) in which Polar has agreed

to fund the Sponsor up to $ 1,000,000 , pursuant to written draw down requests (a “Capital Call”), and the Sponsor will in turn

loan such funds to the Company, to cover the Company’s working capital expenses (each a “Sponsor Loan”).

ended December 31, 2023, Polar funded Sponsor $ 600,000 under the Subscription Agreement and the Sponsor loaned the Company $ 600,000 from

In connection with the Company’s assessment of going concern

considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about

an Entity’s Ability to Continue as a Going Concern,” the Company has until June 7, 2024 (extended monthly through extension

payments), to consummate a Business Combination.

It is uncertain that the Company will be able to consummate a Business Combination by

If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution

of the Company.

The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders,

officers, directors, or third parties.

The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company

funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s

working capital needs.

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional

capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to,

suspending the pursuit of a Business Combination.

The Company cannot provide any assurance that new financing will be available to it

on commercially acceptable terms, if at all.

Management has determined that the liquidity condition and mandatory liquidation, should

a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue

as a going concern.

Management intends to complete a Business Combination by close of business on June 7, 2024.

No adjustments have been

made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 7, 2024.

Note 2 – Restatement to Prior Period Financial Statements

During the course of preparing

the annual report on Form 10-K for the year ended December 31, 2023, the Company identified an amount due to shareholders which was identified

during the year ended December 31, 2023 and not accounted for during the September 30, 2023 Form 10-Q review and filing.

the completion of its IPO on September 7, 2021, and through December 31, 2023, the Company withdrew $ 2,703,102 from the Trust Account to pay

liabilities related to the income and Delaware franchise taxes.

Through December 31, 2023, the Company remitted $ 1,653,743 to the respective

tax authorities, which resulted in remaining excess funds withdrawn from the Trust Account but not remitted to the government authorities

of $ 1,049,359 .

Additionally, the Withdrawn Trust Funds were held in the Company’s operating account that also holds funds deposited

by the Sponsor to be used for general operating expenses.

Management has determined that this use of the Withdrawn Trust Funds was not

in accordance with the Trust Agreement.

See Note 12 for further details.

During the period in which the over withdrawals occurred, the Company held its annual meeting on September 6, 2023 where the stockholders

voted to approve a proposal to amend the Company’s amended and restated certificate of incorporation to extend the Combination Period,

from September 7, 2023 to June 7, 2024 (as noted in Note 1).

In connection with the stockholder’s vote at the annual meeting, there

was a share redemption in exchange for a redemption payment paid to the redeeming shareholders.

Upon calculation of the over withdrawals,

the Company determined that $ 628,758 of the over withdrawn amount is due to those redeemed shareholders and has accounted for this on

the balance sheet as due to shareholders as of December 31, 2023, however, this amount should have been recorded as of September 30, 2023.

Additionally, of the $ 1,049,359 over withdrawal amount noted above, $ 994,950 was over withdrawn as of September 30, 2023 and should be

accounted of as due from Sponsor.

The Company determined these errors were material to the Form 10-Q for the three and nine months ended

September 30, 2023.

The below table represent the impact and adjustments to the financial statements:

Unaudited Condensed Balance sheet as of September 30, 2023

Due from Sponsor

Due to Shareholders

Total Current Liabilities

Total Liabilities

Class A common stock subject to possible redemption

$ ( 628,758 )

Additional paid-in capital

Accumulated deficit

$ ( 11,262,854 )

$ ( 10,561,388 )

Total stockholders’ deficit

$ ( 11,262,254 )

$ ( 10,267,304 )

Total Liabilities, Class A Common Stock subject to possible redemption

Note 3 - Basis of Presentation and Summary of Significant

Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements

are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant

to the rules and regulations of the SEC.

Principles of Consolidation

The 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.

Cash and Cash Equivalents

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash equivalents as of December

31, 2023 and 2022.

Restricted Cash

The Company has $ 314,482 of restricted cash to

be used to pay for taxes as of December 31, 2023.

There was no restricted cash balance as of December 31, 2022.

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal

Deposit Insurance Corporation coverage limit of $ 250,000 .

Any loss incurred or a lack of access to such funds could have a significant

adverse impact on the Company’s financial condition, results of operations, and cash flows.

Use of Estimates

The preparation of consolidated financial statements

in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of

income and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

One of the more

significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that

existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in

the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

Investments Held in the Trust Account

The Company’s portfolio of investments is comprised of U.S.

securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less,

or investments in money market funds that invest in U.S.

government securities and generally have a readily determinable fair value, or

a combination thereof.

When the Company’s investments held in the Trust Account are comprised of U.S.

government securities, the

investments are classified as trading securities.

Trading securities and investments in money market funds are presented on the consolidated

balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities

are included in income from investments held in Trust Account in the accompanying consolidated statements of operations.

The estimated

fair values of investments held in the Trust Account are determined using available market information.

Financial Instruments

The fair value of the Company’s assets and liabilities, which

qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” equals or approximates

the carrying amounts represented in the consolidated balance sheets, except for the derivative liabilities (see Note 11).

Fair Value Measurements

Fair value is defined as the price that would

be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives

the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the

lowest priority to unobservable inputs (Level 3 measurements).

These tiers consist of:

defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices

for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure

fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is

categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Liabilities

The Company does not use derivative instruments

to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all of its financial instruments, including

issued stock purchase warrants and the forward purchase agreement, to determine if such instruments are derivatives or contain features

that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed

at the end of each reporting period.

The warrants issued in the Initial Public Offering

(the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments

to fair value at each reporting period for so long as they are outstanding.

The initial fair value of the Public Warrants issued in connection

with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model

and subsequently, the fair value of the Private Placement Warrants have been estimated using the public market quoted prices at each

measurement date starting at September 30, 2022.

The fair value of Public Warrants has subsequently been measured based on the listed

market price of such warrants.

Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably

expected to require the use of current assets or require the creation of current liabilities.

The Company granted the underwriters a 45 -day option

to purchase up to 3,600,000 additional Units solely to cover over-allotments, if any.

The Company estimated the fair value of the over-allotment

option using a Black-Scholes model.

On October 16, 2021, the over-allotment option expired unexercised.

The Forward Purchase Agreement entered into on

March 29, 2023 included elements that require liability classification under ASC 480.

Accordingly, the Company recognizes the Forward

Purchase Agreement as a liability at fair value and adjusts the carrying value of the instruments to fair value at each reporting period

for so long as it is outstanding.

The initial fair value of the Forward Purchase Agreement liability issued was estimated using a Put

Option Pricing model, which analyzed and incorporated into the model the put price, the risk-free rate, the variable term, the settlement

features, the likelihood of completing a business combination and the early termination provisions.

The model estimates the underlying

economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would

be in effect at the time (i.e., stock price, exercise price, etc.).

Probabilities were assigned to each variable such as the timing and

pricing of events over the term of the instruments based on management projections.

The fair value was adjusted for the market implied

likelihood of completing a business combination.

Capital Call Loan

The Company analyzed the Subscription Agreement under ASC 470 “Debt”,

ASC 480 “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”, and concluded that, (i)

the Subscription Shares (as defined in Note 5) issuable under the Subscription Agreement are not required to be accounted for as a liability

under ASC 480 or ASC 815, (ii) bifurcation of a single derivative that comprises all of the fair value of the Subscription Share feature(s)

(i.e., derivative instrument(s)) is not necessary under ASC 815-15-25-7 through 25-10 and (iii) under ASC 470-20-25-2 the Subscription

Shares are deemed to be representative of a freestanding financial instrument issued in a bundled transaction with the Capital Call Loan.

The Subscription Shares to be issued as part of the bundled transaction are classified and accounted for as equity.

As a result, proceeds

from the sale of a debt instrument with stock purchase Subscription Shares shall be allocated to the two elements based on the relative

fair values of the debt instrument without the Subscription Shares and of the Subscription Shares themselves at time of issuance.

portion of the proceeds so allocated to the Subscription Shares shall be accounted for as paid-in capital.

The remainder of the proceeds

shall be allocated to the debt instrument portion of the transaction.

This results in a debt discount, which shall be accounted for as

interest and amortized as interest expense over the life of the loan.

As of December 31, 2023, the Company received $ 600,000 under the

Subscription Agreement and recorded the amounts as a due to investors, net of debt discount of $ 279,245 , on the accompanying condensed

consolidated balance sheets.

As of December 31, 2022 there is no amount outstanding under the Capital Call Loan.

Offering Costs Associated with the Initial

Public Offering

Offering costs consisted of legal, accounting, underwriting fees and

other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering.

Offering costs were

allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared

to total proceeds received.

Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating

expenses in the consolidated statements of operations.

Offering costs associated with issuance of the Class A common stock were charged

against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering.

The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to

require the use of current assets or require the creation of current liabilities.

The Company follows the asset and liability method of accounting for

income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future

tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities

and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable

income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and

liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances are

established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Deferred tax assets were offset by a

full valuation allowance as of December 31, 2023 and 2022.

Deferred tax liabilities were $ 9,935 and $ 156,593 as of December 31, 2023 and

2022, respectively.

FASB ASC 740 prescribes a recognition threshold

and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to

be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination

by taxing authorities.

There were no unrecognized tax benefits as of December 31, 2023 and 2022.

The Company recognizes accrued interest

and penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment of interest and penalties

as of December 31, 2023 and 2022.

The Company is currently not aware of any issues under review that could result in significant payments,

accruals or material deviation from its position.

The Company has been subject to income tax examinations by major taxing authorities

since inception.

Class A Common Stock Subject to Possible

The Company accounts for its Class A common

stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.”

Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value.

Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either

within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) is classified as temporary equity.

At all other times, Class A common stock is classified as stockholders’ equity.

The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s

control and subject to the occurrence of uncertain future events.

Accordingly, 1,000,945 and 24,000,000 shares of Class A common

stock subject to possible redemption as of December 31, 2023 and 2022, respectively, are presented at redemption value as temporary equity,

outside of the stockholders’ deficit section of the Company’s consolidated balance sheets.

The Company recognizes changes in redemption

value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal

the redemption value at the end of each reporting period.

This method would view the end of the reporting period as if it were also the

redemption date for the security.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from

initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated

Net (Loss) Income Per Common Share

The Company complies with accounting and disclosure

requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as

Class A common stock and Class B common stock.

Income and losses are shared pro rata between the two classes of shares.

presentation assumes a business combination as the most likely outcome.

Net (loss) income per common share is calculated by dividing

the net (loss) income by the weighted average shares of common stock outstanding for the respective period.

The calculation of diluted net (loss) income

does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants

to purchase an aggregate of 20,700,000 shares of Class A common stock in the calculation of diluted (loss) income per share, because

their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method.

diluted net (loss) income per share is the same as basic net (loss) income per share for the years ended December 31, 2023 and 2022.

Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates

The following tables present a reconciliation

of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock:

For the Year Ended

Basic and diluted net (loss) income per common share:

Allocation of net (loss) income

$ ( 324,619 )

$ ( 216,710 )

$ ( 109,809 )

Basic and diluted weighted average common shares outstanding

Basic and diluted net (loss) income per common share

Recent Accounting Pronouncements

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.

Note 4 - Initial Public Offering

On September 7, 2021, the Company consummated its Initial Public

Offering of 24,000,000 Units, generating gross proceeds of $ 240.0 million, and incurring offering costs of approximately $ 17.5 million,

of which approximately $ 12.0 million and approximately $ 668,000 were for deferred underwriting commissions and offering costs allocated

to derivative warrant liabilities, respectively.

Each Unit consists of one share of Class A common stock, and one-half of one

redeemable warrant (each, a “Public Warrant”).

Each Public Warrant entitles the holder to purchase one share of Class A

common stock at a price of $ 11.50 per share, subject to adjustment (see Note 7).

Of the 24,000,000 Units sold in the Initial Public

Offering, 23,760,000 Units were purchased by certain qualified institutional buyers or institutional accredited investors which are not

affiliated with any member of the Company management (the “Anchor Investors”).

In connection with the sale of Units to the

Anchor Investors, the Sponsor transferred an aggregate of 1,350,000 of the Company’s Class B common stock held by the Sponsor

(the “Founder Shares”) to the Anchor Investors at a price of approximately $ 0.004 per Founder Share.

The Company determined

that the excess of the fair value of the Founder Shares acquired by the Anchor Investors over the price paid by such Anchor Investors

should be recognized as an offering cost in accordance with SEC Staff Accounting Bulletin Topic 5A.

The Company estimated the fair value

of the Founder Shares sold to the Anchor Investors to be $ 2.37 per share or an aggregate of approximately $ 3.2 million, based on

third-party transactions in the Sponsor’s equity interests.

Accordingly, the offering cost is allocated to the separable financial

instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received.

costs allocated to the Public Warrants are expensed as incurred.

Offering costs allocated to the Public Shares are charged against the

carrying value of Class A common stock upon the completion of the Initial Public Offering.

The Company granted the underwriters a 45-day

option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,600,000 additional Units to

cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions.

On October 16,

2021, the over-allotment option expired unexercised.

Note 5 - Related Party Transactions

Founder Shares

On May 5, 2021, the Sponsor paid for certain

offering costs totaling $ 25,000 on behalf of the Company in exchange for issuance of 6,181,250 shares of the Company’s Founder

Shares, par value $ 0.0001 per share.

On July 29, 2021, the Company effected a 1:1.1162791 stock split of Class B

common stock , resulting in an aggregate of 6,900,000 shares of Class B common stock outstanding.

In connection with the sale of

Units to the Anchor Investors, the Sponsor transferred 1,350,000 Founder Shares to the Anchor Investors, as described in Note 3, above.

The Sponsor agreed to forfeit up to 900,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the

underwriters, so that the Founder Shares will represent 20 % of the Company’s issued and outstanding shares after the Initial Public

On October 16, 2021, the over-allotment option expired unexercised.

As such, 900,000 shares of Class B common stock

were forfeited.

On March 22, 2023, 5,100,000 shares of Class B common stock were exchanged

for an equal number of shares of Class A common stock.

Such shares are not entitled to redemption rights.

The Initial Stockholders agreed, subject to limited

exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of:

(i) one year after the completion

of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the

Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders

having the right to exchange their common stock for cash, securities or other property.

Notwithstanding the foregoing, if the closing

price of Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial

Business Combination, the Founder Shares will be released from the lockup.

Contributed Capital

During the quarter ended March 31, 2023, the

Sponsor contributed $ 100,000 to the Company for no consideration.

Private Placement Warrants

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the Private Placement of 7,500,000 and 1,200,000 Private Placement Warrants to the Sponsor and

Cantor and Odeon, respectively, for an aggregate of 8,700,000 Private Placement Warrants, at a price of $ 1.00 per Private Placement Warrant,

generating proceeds of $ 8.7 million.

Each Private Placement Warrant is exercisable

for one whole share of Class A common stock at a price of $ 11.50 per share.

A portion of the proceeds from the sale of the Private

Placement Warrants to the Sponsor and the underwriters was added to the proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

Except as set forth below, the Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long

as they are held by the Sponsor, the underwriters or their permitted transferees.

The Sponsor, the underwriters and the Company’s

officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants

until 30 days after the completion of the initial Business Combination.

Related Party Loans

On April 30, 2021, the Sponsor agreed to

loan the Company an aggregate of up to $ 300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note

(the “Note”).

This loan was non-interest bearing and payable upon the completion of the Initial Public Offering.

borrowed approximately $ 163,000 under the Note.

On September 7, 2021, the Company repaid $ 157,000 of Note balance and repaid the

remaining balance of approximately $ 6,000 in full on September 13, 2021.

Subsequent to the repayment, the facility was no longer

available to the Company.

In addition, in order to finance transaction

costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers

and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account

released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the

Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

The Working Capital

Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $ 1.5 million

of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $ 1.00 per warrant.

The warrants would be identical to the Private Placement Warrants.

Except for the foregoing, the terms of such Working Capital Loans,

if any, have not been determined and no written agreements exist with respect to such loans.

As of December 31, 2023 and 2022, the Company

had no borrowings under the Working Capital Loans.

Services Agreement

On September 1, 2021, the Company entered

into an agreement with the Sponsor, pursuant to which the Company agreed to pay the Sponsor a total of $ 10,000 per month for office space,

secretarial and administrative services provided to or incurred by members of the Company’s management team until the earlier of

the Company’s consummation of a Business Combination and the Company’s liquidation.

For the years ended December 31, 2023

and 2022, the Company incurred approximately $ 120,000 , under the services agreement in the consolidated statements of operations.

of December 31, 2023 and 2022, $ 160,000 and $ 40,000 were included in due to related party on the consolidated balance sheets, respectively.

The board of directors has also approved payments

of up to $ 15,000 per month, through the earlier of the consummation of the Company’s initial Business Combination or its liquidation,

to members of the Company’s management team for services rendered to the Company.

In addition, the Sponsor, executive officers

and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities

on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or

directors, or the Company’s or their affiliates.

For the years ended December 31, 2023 and 2022, the Company incurred approximately

$ 180,000 under the services agreement.

As of December 31, 2023 and 2022, $ 225,000 and $ 45,000 were included in due to related party

on the consolidated balance sheets, respectively.

Promissory Note – Related Party

On August 17, 2023, the Company issued an unsecured promissory note

in the aggregate principal amount of $ 480,000 (the “Note”) to the Sponsor, in exchange for the Sponsor advancing $ 480,000

to the Company to fund six one-month extensions of the amount of time the Company has to complete its initial business combination, from

March 7, 2023 to September 7, 2023.

The Note does not bear interest and matures upon the closing of an initial business combination by

In addition, at the option of the holder, the Note may be paid by the Company through the issuance of private placement warrants

of the Company at a price of $ 1.00 per unit.

The loan will be forgiven, except to the extent of any funds held outside of the Company’s

trust account, by the Sponsor, if Company is unable to consummate an initial business combination.

As of December 31, 2023 there was no

amounts drawn from the promissory note and on November 6, 2023 the Company and the Sponsor entered into a written agreement to rescind

and nullify the promissory note.

Due to related party

As of December 31, 2023, the Sponsor advanced

a total of $ 420,000 to the Company of which $ 400,000 was deposited to the Trust to extend the Business Combination Period from April

7, 2023 to September 7, 2023 based on the Amended and Restated Certificate of Incorporation as amended on March 6, 2023 allowing the

Company to consummate an initial business combination from March 7, 2023 to September 7, 2023, provided that the Company deposits the

lesser of $ 80,000 and $ 0.04 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust

Account, as defined in the Charter for each one-month extension and $ 20,000 was deposited to the Trust to extend the Business Combination

period from September 7, 2023 to October 7, 2023 based on the Amended and Restated Certificate of Incorporation as amended on September

6, 2023 allowing the Company to consummate an initial business combination from September 7, 2023 to June 7, 2024, provided that the

Company deposits the lesser of $ 20,000 and $ 0.02 for each outstanding share of common stock sold in the Company’s initial public

offering into the Trust Account, as defined in the Charter for each one-month extension.

As of December 31, 2023 and 2022, $ 420,000 and

$ 0 were included in due to related party on the consolidated balance sheets, respectively.

Due from related party

On July 20, 2023 and August 7, 2023, a total of $891,000 was transferred

to the Sponsor from the operating bank account, of which a total of $616,000 was paid back on October 10, 2023, October 11, 2023 and December

Additionally, during the year ended December 31, 2023 the Sponsor paid operating expenses on behalf of the Company with a total

value of $80,000 which has been netted against the amount owed.

As of December 31, 2023 and 2022, there were $ 195,000 and $0 amounts

outstanding from the Sponsor, respectively.

Note 6 - Commitments and

Contingencies

Registration Rights

The holders of Founder Shares, Private Placement

Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise

of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder

Shares), were entitled to registration rights pursuant to a registration and stockholder rights agreement signed prior to the consummation

of the Initial Public Offering.

These holders were entitled to certain demand and “piggyback” registration rights.

will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to an underwriting discount of $ 0.20

per unit, or $ 4.8 million in the aggregate, paid upon the closing of the Initial Public Offering.

An additional fee of $ 0.50 per

unit, or $ 12.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions.

If the underwriters’

over-allotment option was fully exercised, $ 0.70 per over-allotment unit, or up to an additional approximately $ 2.5 million, or approximately

$ 14.5 million in the aggregate, would have been deposited in the Trust Account as deferred underwriting commissions.

On October 16,

2021, the over-allotment option expired unexercised.

The deferred fee will become payable to the underwriters from the amounts held in

the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

On March 28, 2023, the Company received a waiver

from one of the underwriters of its Initial Public Offering pursuant to which such underwriter waived all rights to $ 5.4 million

of its $ 8.4 million deferred underwriting commissions payable upon completion of an initial Business Combination.

As a result, the

Company recognized $ 273,110 of gain on forgiveness of underwriting fee payable and $ 5,126,890 toward Class A redeemable shares in

relation to the forgiveness of the deferred underwriter fee allocated to the underwriter in the accompanying consolidated financial statements.

In connection with this waiver, the underwriter also agreed that the remainder of the deferred underwriting fee of $ 3.0 million

will be payable upon the consummation of the business combination.

As of December 31, 2023 and 2022, $ 6,600,000 and $ 12,000,000 were

outstanding under deferred underwriting fee payable, respectively.

Forward Share Purchase Agreement

On March 29, 2023, the Company entered into

a forward share purchase agreement (the “Forward Share Purchase Agreement”) with Avila, Meteora Special Opportunity Fund

I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (collectively, “Seller”) for an OTC

Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”).

Pursuant to the terms of the Forward Purchase Agreement,

Seller intends but is not obligated to purchase shares of SPAC Class A Common Stock from holders (other than SPAC or its affiliates)

who have elected to redeem such shares in connection with the Proposed Transactions.

Purchases by Seller will be made through brokers

in the open market after the redemption deadline in connection with the Proposed Transactions at a price no higher than the redemption

price to be paid by SPAC in connection with the Proposed Transactions (the “Initial Price”).

The Shares purchased by the

Seller, other than the Share Consideration Shares are referred to herein as the “Recycled Shares.” The Seller also may sell

2,376,000 shares of SPAC Class A Common Stock purchased in the SPAC’s initial public offering (“IPO Shares”) in

the Forward Purchase Transaction, up to a maximum of 2,500,000 shares of Class A Common Stock (including any Recycled Shares).

Forward Share Purchase Agreement was terminated as a result of the termination of the Avila BCA on August 10, 2023, as described below.

Business Combination Agreements

On April 3, 2023, the Company entered into

a Business Combination Agreement with Avila Energy Corporation, an Alberta corporation (“Avila”), pursuant to which the Company

will acquire Avila for consideration of shares of the Company following its redomicile into the Province of Alberta.

The business combination

agreement and related executed agreements included supporting agreements and a forward share purchase agreement are more fully described

and filed with the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2023.

On August 10, 2023, the Company and Avila entered into a Letter Agreement

providing for the mutual termination of the Avila BCA.

The Letter Agreement provides for the mutual release of claims against the other

party and also provides that Avila will pay to the Company $ 300,000 in partial reimbursement of expenses incurred by the Company in connection

with the Avila BCA (the “Avila Payment”).

The Avila Payment is due and payable as follows:

1) up to $300,000 immediately upon

Avila’s receipt of net proceeds from any financing, public or private, in excess of U.S.

$3,000,000, -or- (2) (i) $50,000 by December

1, 2023, (ii) $100,000 by February 1, 2024 and (iii) $150,000 by April 1, 2024.

Management does not believe that Avila has the funds to

pay the reimbursement of expenses in connection with the Avila BCA and believes it to be uncollectible.

The Company has fully valued the

receivable from Avila for the reimbursement of expenses in connection with the Avila BCA as of December 31, 2023.

Effective as of October 13, 2023, the Company,

IAC Merger Sub Inc., a Florida corporation (“Merger Sub”) and Alpha Modus, Corp., a Florida corporation (“Alpha Modus”),

entered into a business combination agreement and plan of merger (the “AM BCA”) pursuant to which Merger Sub will merge with

and into Alpha Modus with Alpha Modus as the surviving corporation and becoming a wholly owned subsidiary of the Company.

Directors of the Company (the “Board”) has unanimously approved and declared advisable the AM BCA, the Merger and the other

transactions contemplated thereby (the “Proposed Transactions”).

A copy of the AM BCA is filed as Exhibit 2.1 in the Current

Report on Form 8-K dated October 17, 2023.

In connection with entering into the AM BCA, in October 2023, the Company formed IAC Merger

Sub Inc, a Florida corporation.

Subscription Agreement

On August 30, 2023, the Company, Sponsor and Polar Multi-Strategy Master

Fund (“Polar”), an investor, entered into an agreement (the “Subscription Agreement”) in which Polar has agreed

to fund the Sponsor up to $ 1,000,000 , pursuant to written draw down requests (a “Capital Call”), and the Sponsor will in turn

loan such funds to the Company, to cover the Company’s working capital expenses (each a “Sponsor Loan”).

ended December 31, 2023, Polar funded Sponsor $ 600,000 under the Subscription Agreement and the Sponsor loaned the Company $ 325,000 from

All subsequent Capital Calls are subject to the mutual consent of the Company, Sponsor and Polar.

All Capital Calls funded by Polar

shall not accrue interest and are repayable by the Sponsor at the closing of the Company’s initial business combination.

option of Polar, all Capital Calls funded by Polar may be repaid by the Company through the issuance of 1 share of Class A Common Stock

for each $ 10 of the outstanding Capital Calls funded by Polar.

Sponsor is also responsible to reimburse Polar for its reasonable attorney’s

fees incurred in connection with the Subscription Agreement up to $ 5,000 .

In the event, a business combination does not occur and the

Company’s liquidates, then all Capital Calls funded by Polar out of cash held in the Sponsor’s bank accounts and/or the Company’s

bank accounts, excluding the Company’s Trust Account.

The Sponsor Loans shall not accrue interest and shall be repaid by the Company

at the closing of the business combination.

In consideration of the funds received, the Company

will issue, at the closing of its business combination, to Polar one (1) shares of the company’s Class A Common Stock for each

dollar Polar funds through the Capital Calls (“Subscription Shares”).

The Subscription Shares shall not be subject to any

transfer restrictions or any other lock-up provisions, earn outs, or other contingencies.

The Subscription Shares (i) to the extent feasible

and in compliance with all applicable laws and regulations shall be registered as part of any registration statement issuing shares before

or in connect ion with the Business Combination Closing or (ii) if no such registration statement is filed in connection with the Business

Combination Closing, shall promptly be registered pursuant to the first registration statement filed by the Company or the surviving

entity following the Business Combination Closing, which shall be filed no later than 30 days after the Business Combination Closing

and declared effective no later than 90 days after the Business Combination Closing.

The Sponsor shall not sell, transfer, or otherwise

dispose of any securities owned by the Sponsor until the Subscription Shares have been transferred to the Investor and the registration

statement has been made effective.

In the event the Sponsor of the Company default

in their obligations under the Subscription Agreement (a “Default”), then the Sponsor shall be required to transfer to Polar

0.1 share of Class A Common Stock or Class B Common Stock for each $ 1 that Polar has funded under the Capital Calls as of the date of

such Default and shall be required repeat such issuance for each month the such Default continues.

Note 7 - Class A Shares of Common Stock Subject to Possible

The Company’s Class A common stock features certain redemption

rights that are considered to be outside of the Company’s control and subject to the occurrence of future events.

The Company is

authorized to issue 200,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

Holders of the Company’s

Class A common stock are entitled to one vote for each share.

In connection with the Extensions on March 6, 2023 and September 6,

2023, the holders of 21,151,393 and 1,847,662 Class A common shares, representing approximately 88.1 % and 65 %, respectively, of the

Company’s issued and outstanding Class A common shares, elected to redeem their shares.

Following such redemptions, approximately

$ 10,426,000 will remain in the trust account and 1,000,945 shares of Class A Common Stock subject to possible redemption will remain

issued and outstanding.

As of December 31, 2023 and 2022, there were 1,000,945 and 24,000,000 shares of Class A common stock subject

to possible redemption outstanding at $ 10.84 and $ 10.15 redemption value, respectively, all of which were subject to possible redemption.

The shares of Class A common stock issued

in the Initial Public Offering were recognized in Class A common stock subject to possible redemption as follows:

Gross proceeds from Initial Public Offering

$ 240,000,000

Fair value of Public Warrants at issuance

( 7,582,627 )

Offering costs allocated to Class A common stock subject to possible redemption

( 20,050,096 )

Accretion on Class A common stock subject to possible redemption amount

Class A common stock subject to possible redemption at December 31, 2022

( 234,830,236 )

Due to shareholder

Accretion of carrying value to redemption value

( 2,418,083 )

Waiver of underwriting fee allocated to Class A Common Stock

Class A common stock subject to possible redemption at December 31, 2023

Note 8 - Stockholders’ Deficit

Preferred Stock - The Company is

authorized to issue 1,000,000 shares of preferred stock, par value $ 0.0001 per share, with such designations, voting and other rights

and preferences as may be determined from time to time by the Company’s board of directors.

As of December 31, 2023 and 2022, there

were no preferred shares issued or outstanding.

Class A Common Stock - The Company is authorized to issue 200,000,000 shares of Class A

common stock with a par value of $ 0.0001 per share.

As of December 31, 2023 and 2022, there were 6,100,945 and 24,000,000 shares of Class A

common stock, respectively, issued and outstanding.

All shares of Class A common stock subject to possible redemption have been classified

as temporary equity (see Note 7).

On March 22, 2023, 5,100,000 shares of Class B common stock were exchanged for an equal

number of shares of Class A common stock.

Such shares are not entitled to redemption rights.

Class 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 per share.

As of December 31,

2023 and 2022, there were 900,000 and 6,000,000 shares of Class B common stock issued and outstanding (see Note 7).

Common stockholders of record are entitled to

one vote for each share held on all matters to be voted on by stockholders.

Holders of Class B common stock and holders of Class A

common stock will vote together as a single class, except as required by applicable law or stock exchange rule.

The Class B common stock will automatically

convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial Business

Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the

like, and subject to further adjustment as provided herein.

In the case that additional shares of Class A common stock or equity-linked

securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common

stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20 % of the total number

of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A

common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable

upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in

relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked

securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in

the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working

Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Note 9 - Warrants

As of December 31, 2023 and 2022, the Company

has 12,000,000 and 8,700,000 Public Warrants and Private Placement Warrants, respectively, outstanding.

Public Warrants may only be exercised for a whole

number of shares.

No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade.

The Public Warrants will become exercisable 30 days after the completion of a Business Combination;

provided that the Company has an

effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of

the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants

on a cashless basis and such cashless exercise is exempt from registration under the Securities Act).

The Company agreed that as soon

as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use

its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable

upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants

expire or are redeemed.

If a registration statement covering the Class A common stock issuable upon exercise of the warrants is

not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as

there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration

statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another

Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a

warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under

Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants

to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company

so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect,

it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $ 11.50

per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption

or liquidation.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities

for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue

price of less than $ 9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good

faith by the board of directors and, in the case of any such issuance to the Initial Stockholders or their affiliates, without taking

into account any Founder Shares held by the Initial Stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly

Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and

interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business

Combination (net of redemptions), and (z) the volume weighted average trading price of Class A common stock during the 20 trading

day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price,

the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to

be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price described

below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market

Value and the Newly Issued Price.

The Private Placement Warrants are identical

to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise

of the Private Placement Warrants will not be transferable, assignable or salable until the completion of a Business Combination, subject

to certain limited exceptions.

Additionally, except as set forth below, the Private Placement Warrants will be non-redeemable so long

as they are held by the Sponsor, the underwriters or their permitted transferees.

If the Private Placement Warrants are held by someone

other than the Sponsor, the underwriters or their permitted transferees, the Private Placement Warrants will be redeemable by the Company

and exercisable by such holders on the same basis as the Public Warrants.

Redemption of warrants .

Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect

to the Private Placement Warrants):

whole and not in part;

● at a price of $ 0.01 per warrant;

● upon a minimum of 30 days’ prior written notice of redemption;

● if, and only if, the closing price of Class A common stock equals or exceeds $ 18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Note 10 - Income taxes

The income tax provision consists of the following for

the years ended December 31, 2023 and 2022:

Change in valuation allowance

Income tax provision

The Company’s net deferred tax

assets (liability) is as follows as of December 31, 2023 and 2022:

Deferred tax assets

Net operating loss carryforward

Startup Costs

Total deferred tax assets

Valuation allowance

Deferred tax assets, net of allowance

Deferred tax liabilities

Unrealized interest on U.S.

$ ( 156,593 )

In assessing the realization of deferred tax assets, management

considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The ultimate realization

of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing

net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax assets, projected future

taxable income and tax planning strategies in making this assessment.

After consideration of all of the information available, management

believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established

a full valuation allowance.

As of December 31, 2023 and 2022, the valuation allowance was $ 896,030 and $ 369,323 , respectively.

years ended December 31, 2023 and 2022, the change in valuation allowance was $ 526,707 and $ 242,233 , respectively.

As of December 31,

2023, the Company had no U.S.

federal net operating loss carryovers and no state net operating loss carryovers available to offset future

taxable income.

As of December 31, 2022, the Company had no U.S.

federal net operating loss carryovers and no state net operating loss

carryovers available to offset future taxable income.

A reconciliation of the statutory

federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows:

Statutory federal income tax rate

Transaction costs warrants

Change in fair value of warrants

Change in fair value of Forward Purchase Agreement

Penalties & interest

True up – Start-up/Organization Costs

Change in valuation allowance

Income tax provision

There were no unrecognized tax benefits

as of December 31, 2023 and 2022.

No amounts were accrued for the payment of interest and penalties as of December 31, 2023 and 2022.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation

from its position.

The Company has been subject to income tax examinations by major taxing authorities since inception.

The Company’s

management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Note 11 - Fair Value Measurements

The following tables present information about

the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and 2022 and

indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

December 31, 2023

Investments held in Trust Account—U.S.

Treasury Securities

Derivative liabilities-public warrants

Derivative liabilities-private warrants

December 31, 2022

Investments held in Trust Account—U.S.

Treasury Securities

$ 244,314,622

Derivative liabilities-public warrants

Derivative liabilities-private warrants

Transfers to/from Levels 1, 2, and 3 are recognized

at the beginning of the reporting period.

The estimated fair value of the Public Warrants transferred from a Level 3 measurement

to a Level 1 fair value measurement on October 1, 2021 because the Public Warrants were separately listed and traded in an

active market.

The estimated fair value of the Public Warrants transferred from a Level 1 measurement to a Level 2 fair value

measurement in September 2022, due to the limited trading activity of the Public Warrants at September 30, 2022 through December

The Private Placement Warrants were transferred from a Level 3 measurement to a Level 2 measurement in September

2022, as the Public and Private Placement Warrants are viewed as economically equivalent.

There were no transfers to/from Levels

1, 2, and 3 during the year ended December 31, 2023.

Level 1 assets include investments in U.S.

Treasury securities.

The Company uses inputs such as actual trade data, benchmark yields and quoted market prices from dealers or brokers.

The initial fair value 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 Monte Carlo simulation

model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Black-Scholes model at each measurement

date until September 30, 2022 when the public market quoted price was used.

For the years ended December 31, 2023 and 2022, the Company

recognized a loss and gain to the statements of operations resulting from an increase and decrease in the fair value of liabilities of

approximately $ 0.54 million and $ 10.7 million, respectively, presented as change in fair value of derivative warrant liabilities on the

accompanying consolidated statements of operations.

The following table provides quantitative information regarding Level

3 fair value measurements inputs at their measurement dates:

June 30, 2022 and March 31, 2022:

Exercise price

Risk-free rate

Dividend yield

The initial fair value and the value of the Forward

Purchase Agreement liability (previously recorded) issued was estimated using a Put Option Pricing model, which that were analyzed and

incorporated into the model included the put price, the risk-free rate, the variable term, the settlement features, the likelihood of

completing a business combination and the early termination provisions.

The model estimates the underlying economic factors that influenced

which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e.,

stock price, exercise price, etc.).

Probabilities were assigned to each variable such as the timing and pricing of events over the term

of the instruments based on management projections.

The fair value was adjusted for the market implied likelihood of completing a business

The key inputs are summarized below:

of completing

March 29, 2023

Carrying Value at

Forward Purchase Agreement

The Forward Share Purchase Agreement was terminated

as a result of the termination of the Avila BCA on August 10, 2023.

As of December 31, 2023 the liability related to the Forward Purchase

Agreement was completely derecognized.

Note 12 – Franchise and Income Tax Withdrawal

Since the completion of its IPO on September 7, 2021, and through December

31, 2023, the Company withdrew $ 2,703,102 from the Trust Account to pay liabilities related to the income and Delaware franchise taxes.

Through December 31, 2023, the Company remitted $ 1,653,743 to the respective tax authorities, which resulted in remaining excess funds

withdrawn from the Trust Account but not remitted to the government authorities of $ 1,049,359 .

Additionally, the Withdrawn Trust Funds

were held in the Company’s operating account that also holds funds deposited by the Sponsor to be used for general operating expenses.

As a result, the Company mistakenly used $ 1,415,512 of the Withdrawn Trust Funds for payment of general operating expenses as of December

The disclosure of this inadvertent mistake was omitted from the Company’s quarterly reports on Form 10-Q for the quarters

ended June 30, 2023 and September 30, 2023.

The amounts deemed to have been used for operating expenses were $ 4,448 as of June 30, 2023,

and $ 1,411,063 as of September 30, 2023.

Management has determined that this use of the Withdrawn Trust Funds was not in accordance with

the Trust Agreement.

On March 21, 2024, the Sponsor deposited, and the Company paid to the Trust Account a total of $ 1,049,359 , which

made the Withdrawn Trust Funds whole.

The transfer from the Sponsor replenished the Company’s operating account for the Withdrawn

Trust Funds inadvertently used for operating expenses.

On July 20, 2023, the Company effected the transfer of $ 480,000 from its

operating account to the Sponsor and on August 7, 2023, the Company effected the transfer of an additional $ 411,000 from the its operating

account to the Sponsor.

The Board learned on or about November 14, 2023, that the Company had transferred funds from its operating account

to the Sponsor.

The Board was informed that the money was being used by the Sponsor to pay Company expenses.

The Board directed the Company

to have the Sponsor return all such funds to the Company.

The Sponsor transferred $ 891,000 to the Company between October 10, 2023 and

November 2, 2023.

During the period in which the over withdrawals occurred, the Company held

its annual meeting on September 6, 2023 where the stockholders voted to approve a proposal to amend the Company’s amended and restated

certificate of incorporation to extend the Combination Period, from September 7, 2023 to June 7, 2024 (as noted in note 1).

In connection

with the stockholder’s vote at the annual meeting, there was a share redemption in exchange for a redemption payment paid to the

redeeming shareholders.

Upon calculation of the over withdrawals, the Company determined that $ 628,758 of the over withdrawn amount is

due to those redeemed shareholders and has accounted for this on the balance sheet as due to shareholders.

Additionally, of the total $ 1,049,359 repaid above for the over withdrawal amount, $ 994,950 should have been recorded as of September

30, 2023, at the time of the annual meeting.

See Note 2 for details of the three and nine month period ended September 30, 2023 restatement.

Note 13 - Subsequent Events

The Company evaluated subsequent events and transactions

that occurred up to the date the consolidated financial statements were issued.

Based upon this review, other as described below, the

Company, did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

On January 5, 2024, February 2, 2024, February 7, 2024, March

20, 2024 and May 6, 2024 the Company deposited $ 20,000 , on each date, into the Trust Account to extend the Business Combination Period

from January 7, 2024 to June 7, 2024.

For the period between March 2, 2023 and December 5, 2023, the Company

withdrew an approximate amount of $ 2,497,250 from the Trust Account pursuant to seven separate written withdrawal requests to Continental

Stock Transfer and Trust (“Continental”), the trustee for the Trust Account for the payment of taxes.

Jeff Gary, consistent

with his position as the Company’s Chief Financial Officer, signed and delivered each of the seven separate written withdrawal requests

to Continental.

Between March 10, 2023 and December 13, 2023 the Company paid an amount of $ 1,447,900 of which $ 1,130,000 , in four payments,

was paid for estimated income tax payments for 2022 and 2023 and $ 317,900 , in three payments, was paid for Delaware franchise taxes.

CFO, made each of the seven payments for estimated taxes and Delaware franchise taxes.

The Board learned further that between March 2,

2023 and December 31, 2023, Mr.

Gary used the remaining approximate $ 3,049,360 that was withdrawn from the Trust Account for tax purposes,

to pay other business expenses of the Company.

Each of the transactions described above was recorded on the books of the Company and no

money was used for anything other than tax payments or appropriate Company business related expenses.

The $ 1,049,360 that was withdrawn

from the Trust Account for tax purposes to pay business expenses of the Company was fully paid back to the Trust Account by the Sponsor

on March 15, 2024 and on March 26, 2024, and the Sponsor wired an additional $ 36,285.07 in to the Trust Account to reimburse the Trust

Account for interest that would have accrued on the funds that were erroneously withdrawn from the Trust Account.

As a result, there has

been no financial loss to shareholders or the Trust Account.

As a result of the above conduct by Mr.

Gary, the Board adopted resolutions

taking the following actions:

On April 21, 2024, Mr.

Gary was removed as the Company’s Chief

Executive Officer and Chief Financial Officer of the Company.

On April 21, 2024, Mr.

Gary was appointed as an Assistant Finance

Manager of the Company and shall report to the new Chief Financial Officer of the Company.

On April 21, 2024, Michael Singer, the Executive Chairman of the

Company, was appointed to the position of Chief Executive Officer of the Company.

On April 21, 2024, Mr.

Gary resigned as a director of the Board

and the Board has accepted Mr.

Gary’s resignation on April 21, 2024.

Gary shall be removed from all Company bank accounts, including

the Trust Account and Mr.

Gary’s authority to withdraw funds from the Company bank accounts, including the Trust Account has been

On April 21, 2024, the Board engaged Glenn Worman as the Company’s

Chief Financial Officer, and that Mr.

Worman will approve and sign the Company’s 2023 Annual Report on Form 10-K.

Gary agreed to reimburse the Company for all fees and expenses incurred by the Company in connection with the Company’s engagement

Worman as the new Chief Financial Officer of the Company.

forward all withdrawals from the Trust Account, payments of taxes and all fund transfers between the Company and the Sponsor will require

the approval of both the Chief Executive Officer and Chief Financial Officer.

deferred compensation owed to Mr.

Gary by the Company to date, in the aggregate amount of $ 132,500 , shall be forfeited by Mr.

that henceforth Mr.

Gary shall cease to accrue $ 7,500 per month in service fees currently recorded in due to related party on the balance

Gary shall not be the Company’s designee to be a member of the board of directors of the post-transaction company in the Company’s

planned business combination with Alpha Modus Corp.

In May 2024, the Company and the Sponsor entered into a capital contribution

agreement effective as of May 9, 2023, in which the funds deposited by the Sponsor were to be considered a capital contribution to the

Forfeiture Agreement, dated December 12, 2024, by and between Alpha Modus, Corp.

and Polar Multi-Strategy Master Fund

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

a management or compensatory plan.

or furnished herewith.

exhibits and schedules to these exhibits have been omitted in accordance with Item 601(b)(2) of Regulation S-K.

The Company agrees

to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.

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 9A. Controls and Procedures