NASDAQ: AMOD

Evolution
of the Business Model

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

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

Following
this issuance and subsequent patent continuations and related filings, the Company determined that long-term value creation would be
better supported by strengthening and expanding its intellectual property position prior to pursuing broad-scale commercialization. As
a result, Alpha Modus strategically shifted from near-term software and hardware-centric deployment efforts to a patent-first strategy
designed to fortify its intellectual property portfolio, pursue additional patent issuances, and position the Company for structured
IP-protected licensing.

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

● Real-time
monitoring and analysis of consumer demographic, sentiment, and behavioral data;

● Object
identification and product interaction analytics;

● Personalized
marketing and advertising tied to in-store location tracking;

● Dynamic
digital displays and interactive engagement systems;

● Smart
planograms and inventory optimization; and

● Real-time
communications, including digital coupons and targeted promotions.

Intellectual
Property Licensing and Enforcement

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

The
Company has entered into intellectual property licensing agreements outside of litigation and continues to pursue negotiated, market-based
licensing outcomes. In addition, where appropriate, Alpha Modus actively enforces its intellectual property rights through litigation
in federal courts. These enforcement actions are intended to protect shareholder value, deter unauthorized use, and establish structured
licensing frameworks across the industries in which the Company’s patented technologies are practiced.

While
the Company seeks to resolve disputes through negotiated licensing arrangements where feasible, litigation remains an integral component
of its overall commercialization strategy.

6

Technology
Capabilities and Applications

The
Company’s patented systems generally involve the use of one or more information monitoring devices—such as video image devices
or other sensor technologies—operably connected to servers and databases capable of analyzing gathered information in real time.
The analyzed information may include demographic characteristics, sentiment data, product interaction data, and tracking information.
Based on such analysis, the systems may provide targeted responses, including digital content engagement, marketing communications, product
location guidance, coupons, or other personalized interactions.

Applications
of the Company’s patented technologies may include:

● Targeted
in-store marketing campaigns;

● Digital
engagement at the point of sale;

● Consumer
behavior analytics and heatmapping;

● Inventory
management and smart planogram optimization;

● Store-level
staffing analytics; and

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

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

Commercialization
and Ecosystem Strategy

In
addition to licensing its patent portfolio, Alpha Modus is pursuing commercialization initiatives designed to deploy its technologies
through strategic partnerships, platform integrations, and fintech-enabled retail infrastructure initiatives. These initiatives include
the development and planned rollout of consumer-facing applications and in-store kiosk technologies intended to operate within established
compliance and payments frameworks. The Company’s commercialization efforts are designed to complement its intellectual property
licensing strategy and to demonstrate real-world implementations of its patented systems.

The
Company’s long-term objective is to establish its patent portfolio as foundational infrastructure for real-time, data-driven consumer
engagement within physical commerce environments, while monetizing such position through structured licensing and strategic partnerships.

The
‘571 Patent Family and the uses thereof

The
‘571 patent family is based on US Patent No. 10,360,571, which issued on July 23, 2019. The ‘571 patent claims priority to
a provisional patent application filed on July 19, 2013.

Our
business is substantially dependent on the development, protection, and enforcement of our intellectual property portfolio. We own a
portfolio of issued United States patents and pending patent applications relating to systems and methods for real-time monitoring, analysis,
and response to consumer behavior within physical retail and related digital commerce environments.

As
of the date of this filing, our issued U.S. patent portfolio consists of eleven granted patents:

● U.S.
Patent No. 10,360,571 - Method for Monitoring and Analyzing Behavior and Uses Thereof

● U.S.
Patent No. 10,853,825 - Method for Monitoring and Analyzing Behavior and Uses Thereof

7

● U.S.
Patent No. 10,977,672 - Method and System for Real-Time Inventory Management, Marketing,
and Advertising in a Retail Store

● U.S.
Patent No. 11,042,890 - Method and System for Customer Assistance in a Retail Store

● U.S.
Patent No.11,049,120 - Method and System for Generating a Layout for Placement of Products
in a Retail Store

● U.S.
Patent No. 11,301,880 - Method and System for Inventory Management in a Retail Store

● U.S.
Patent No. 12,026,731 - Method for Personalized Marketing and Advertising of Retail Products

● U.S.
Patent No. 12,039,550 - Method for Enhancing Customer Shopping Experience in a Retail Store

● U.S.
Patent No. 12,175,484 - Method for Personalized Marketing and Advertising

● U.S.
Patent No. 12,354,121 - Methods and Systems for Shopping in a Retail Store

● U.S.
Patent No. 12,425,718 - Methods and Systems for Providing Assistance in a Retail Store

These
patents generally relate to, among other things:

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

● Product
interaction and object identification analytics within retail environments;

● Location-based
tracking of consumers within retail stores;

● Personalized
marketing, advertising, and coupon delivery tied to in-store activity;

● Customer
assistance systems within physical retail locations;

● Store
layout generation and product placement optimization; and

● Real-time
communications and purchase options, including digital engagement through interactive devices.

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

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

The
duration of our issued patents extends for statutory terms generally measured from their respective earliest effective filing dates,
subject to any patent term adjustments or extensions. There can be no assurance that pending applications will result in issued patents,
that issued patents will not be challenged, invalidated, or circumvented, or that our intellectual property rights will provide meaningful
competitive protection.

The
‘571 patent received a patent term extension of 1,042 days and does not expire until May 25, 2037. The other patents in the family
expire on July 18, 2034. Therefore, there is significant patent life remaining in the ‘571 patent family. Beginning well before
the current expiration of our entire patent family, Alpha Modus intends to continue evolving with the industry and developing new concepts
that support increasing revenue streams. Alpha Modus intends to expand the use of our patent family as a lever to develop a sales team
to drive potential partnerships authorized under the ‘571 patent family.

During
2025, the Company filed additional United States patent applications as reflected in its current patent portfolio schedule, including:
(i) U.S. Patent Application No. 19/203,027, titled “Methods for Personalized Marketing of Retail Products”; (ii) U.S. Patent
Application No. 19/233,507, titled “Methods for Personalized Marketing of Retail Products”; and (iii) U.S. Patent Application
No. 19/309,240, titled “Methods and Systems for Providing Customer Assistance in a Retail Store.” These applications are
intended to further expand and strengthen the Company’s intellectual property coverage relating to real-time consumer behavior
analysis, personalized marketing, and in-store customer assistance systems.

Alpha
Modus believes the ‘571 patent and several family members are being infringed by many major retailers, service providers and consumer
brands, and that the adoption of the ‘571 patent (and family) technology is occurring at an exponential pace in the retail marketplace.

8

Market
Analysis

The
retail, retail media, and alternative financial services sectors are undergoing continued technological transformation driven by artificial
intelligence, digital engagement, and data-driven personalization.

Industry
data indicates that U.S. retail media advertising spend was approximately $60.6 billion in 2024 and is projected to exceed $109 billion
by 2027 (eMarketer, May 2024). Source: https://www.emarketer.com/content/retail-media-forecast-report-update.

Digitally
influenced commerce continues to represent a significant portion of total retail activity. According to industry research, digitally
influenced U.S. retail sales are expected to reach approximately $4.2 trillion in 2025, with an estimated 75% of in-store sales influenced
by digital engagement (Forrester, 2024). Source: https://www.forrester.com/report/us-digital-influenced-retail-sales-forecast/RES178197.

Adoption
of artificial intelligence technologies within brick-and-mortar retail environments has expanded in recent years. Industry surveys indicate
that approximately 52% of retailers report deploying AI-powered signage, kiosks, and in-store targeting technologies (RIS News, 2024).
Source: https://risnews.com/2024-retail-technology-study.

Financial
service kiosks serving underbanked and convenience-oriented consumers are projected to grow at an estimated 18.7% compound annual growth
rate through 2028 (Allied Market Research, 2024). Source: https://www.alliedmarketresearch.com/bank-kiosk-market-A16954.

Broader
AI-driven personalization tools are projected to influence approximately $1.3 trillion in retail spending by 2025 (McKinsey & Company).
Source: https://www.mckinsey.com/capabilities/quantumblack/our-insights/the-economic-potential-of-generative-ai-the-next-productivity-frontier.

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

Approach
and Value Proposition

Upon
its first notification of allowance for the ‘571 patent in July of 2019, Alpha Modus decided to focus 100% of its resources on
the expansion of the technology described in the ‘571 patent. The services covered by the ‘571 patent were just beginning
to be adopted by retailers. Alpha Modus’ strategy was to build out the technology, resulting in a robust patent portfolio that
would serve its stakeholders better, as early thought leaders in the retail digital marketing space. Alpha Modus intends to monetize
its patent portfolio through licensing throughout the life of the patents.

The
Alpha Modus technology ecosystem aims to be the engine behind the most transformative retail and digital commerce experiences globally.
Alpha Modus is focused on (i) empowering innovation through a scalable, IP-driven platform to deliver transformative retail and digital
commerce experiences, (ii) combining technology, services and strategic partnerships to provide a comprehensive ecosystem to drive growth,
and (iii) enabling IP-powered innovation across retail, digital engagement, and connected commerce, leveraging its diverse patent portfolio
to unlock new opportunities.

Ecosystem
Overview

The
Alpha Modus ecosystem is an intellectual property–centered operating framework designed to support the commercialization and licensing
of the Company’s patented technologies across retail, digital engagement, and connected commerce environments. The ecosystem integrates
the Company’s patent portfolio with service capabilities and third-party partnerships to facilitate scalable deployment and structured
monetization of its intellectual property.

The
Company’s services are focused on solution design, implementation support, maintenance and monitoring, call center coordination,
data analytics, and strategic planning. These services are intended to assist customers and partners in deploying AI-enabled retail applications
and analytics-driven engagement systems.

9

The
Company’s software and technology capabilities include applications involving artificial intelligence and machine learning, mobile
integration, retail management systems, customer loyalty solutions, and data-driven personalization tools designed to enhance consumer
engagement within physical retail environments.

In
addition, the ecosystem incorporates hardware and infrastructure components, including digital displays, tablets, kiosks, and mobile
devices, which may be utilized by customers and partners in implementing AI-enabled retail technologies and interactive engagement systems.
The Company may collaborate with third-party providers for certain hardware and infrastructure elements as part of its broader partner
ecosystem.

The
ecosystem structure is intended to support flexible licensing arrangements, strategic partnerships, consulting engagements, and other
commercialization pathways consistent with the Company’s intellectual property–driven business model.

Alpha
Modus Financial Services

Alpha
Modus Financial Services, LLC (“AMFS”) is a wholly owned subsidiary of the Company focused on financial technology and transaction-based
services delivered through digital and physical retail environments.

AMFS
has developed the Alpha Cash platform, a proprietary mobile and kiosk-based system designed to provide financial services to underbanked
and convenience-oriented consumers. The platform integrates transaction processing, compliance-supported banking relationships, retail
deployment infrastructure, and analytics capabilities within the Company’s broader intellectual property ecosystem.

The
Alpha Cash platform is designed to generate revenue through transaction-based fees, service commissions, advertising opportunities, and
related financial services income streams. Deployment is being executed through phased pilot programs and retail partnerships.

AMFS
collaborates with sponsor banks, technology providers, service partners, and retail operators to facilitate platform operation and regulatory
compliance. The company does not operate as a bank and relies on regulated financial institutions and licensed service providers for
certain financial processing functions.

The
Company believes that the Alpha Cash platform complements its intellectual property portfolio by creating additional commercialization
pathways within physical retail environments.

Competitive
Advantage

Alpha
Modus collaborates with retail technology and service providers to expand market reach and capabilities. The Company’s strategic
alliances enable integration of diverse technologies and service offerings, and these partnerships enhance scalability and reduce friction
in technology deployment.

Additionally,
the Company’s robust intellectual property portfolio includes method patents across retail numerous retail use cases. Patents create
defensible market positions and unlock ecosystem advantage. Alpha Modus’ technology ecosystem is designed to empower retail technologies
into a unified scalable environment. Alpha Modus’ patent portfolio forms the backbone of its IP-driven ecosystem, covering core
methods that power many of today’s AI applications in brick-and-mortar retail - such as smart kiosks, dynamic displays, targeted
promotions, consumer analytics, and immersive in-store engagement.

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

●
Real-Time
Inventory Management – Alert sales associates, managers, distributors or brands immediately when inventory is low or out of
stock. Help prevent lost sales and improves customer satisfaction by maintaining inventory control in brick-and-mortar and at the
point of purchase.

●
Ads
Based on Real-Time Customer Data – Serve customized ads or product information in real time based on customer demographic metadata
such as age, gender, and emotions. Incorporate third party external data such as geo-location, weather, and events to tailor ads
dynamically. Enhance customer engagement by providing relevant and timely information at the point of sale.

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●
Customer
Assistance Alerts (Shrinkage/Theft Prevention) – Real-time alerts to sales associates for customers needing assistance or suspicious
activities at self-checkout, improving customer satisfaction and reducing loss through proactive theft prevention.

●
Smart
Planograms – Using in-store data such as dwell time and foot traffic, AI determines optimal display layouts and product placements,
improving store flow and increasing sales opportunities.

●
Driving
Traffic into Brick-and-Mortar Retail – Stores and brands can leverage customer metadata such as search history, voice, age,
gender, and location to send targeted ads for in-store purchases. This customization improves the shopper’s experience by delivering
relevant promotions and product recommendations directly at the point of purchase.

●
AI-Generated
Ads – Not all ads fit every customer, but brands can use customer data and images to generate targeted and customized ads at
the point of purchase. This approach is targeted to enhance the customer experience and drive improved sales by showing the right
message to the right audience at the right time.

Recent
Developments

During
2025, the Company continued to advance both its intellectual property monetization strategy and its commercialization initiatives through
its subsidiary, Alpha Modus Financial Services, LLC (“AMFS”).

Alpha
Cash Platform Launch and Financial Services Strategy

Following
the termination of its prior third-party kiosk arrangement in 2025, the Company internalized the development and commercialization of
its financial services platform under AMFS. AMFS has developed and is launching the Alpha Cash platform, which includes
both a mobile application and an in-store kiosk format.

The
Alpha Cash platform is designed to facilitate financial and payment-related services for underbanked and convenience-oriented consumers
through retail distribution channels. Services are expected to include check cashing, money transfer, bill payment, prepaid products,
and related transaction-based services. The platform is being deployed pursuant to strategic banking, technology, and service-provider
partnerships.

The
Company has executed agreements supporting pilot programs and phased retail deployments beginning in 2026, including an initial national
retailer pilot covering multiple locations. Subject to performance and partner agreements, broader rollouts may follow in subsequent
phases. The Company also anticipates deployment opportunities through additional retail and institutional channels.

Unlike
prior models that relied on third-party ownership of kiosk platforms, Alpha Cash has been structured as a proprietary platform within
the Company’s ecosystem. AMFS is responsible for platform oversight, coordination with sponsor banking relationships, compliance
alignment, deployment logistics, and ongoing support infrastructure.

Operations
conducted through AMFS are subject to applicable federal and state regulations governing financial services, money transmission, consumer
protection, and data security. The Company relies on sponsor banking and regulated service-provider relationships to support certain
regulated functions.

Retail
and Technology Partnerships

Dollar
General - During 2025, Alpha Modus entered into an agreement with Dollar General relating to the deployment and evaluation of certain
Alpha Modus technologies within designated retail environments. The agreement contemplates pilot implementation and potential phased
expansion, subject to performance metrics and further mutual agreement of the parties.

DXC
Technology - Alpha Modus entered into a strategic enterprise deployment agreement with DXC Technology to support systems integration,
infrastructure services, and large-scale implementation of Alpha Modus technologies, including kiosk-based deployments and retail analytics
systems.

Genmega
Inc. - Alpha Modus entered into an agreement with Genmega Inc. to support hardware manufacturing, distribution, and deployment services
for kiosk-based implementations associated with the Company’s retail and financial services platforms.

Uptiq,
Inc. - Alpha Modus entered into a technology development and integration agreement with Uptiq to support software development, platform
architecture, and application infrastructure related to Alpha Modus technologies and associated retail engagement systems.

11

Financial
Services and Infrastructure Partnerships

Mastercard
- In 2026, Alpha Modus announced a collaboration with Mastercard to support elements of its financial services infrastructure through
Mastercard’s payment network and transaction processing capabilities in connection with the Alpha Cash platform, subject to applicable
regulatory and sponsor banking frameworks.

TransPecos
Bank - Alpha Modus Financial Services, LLC entered into a sponsor banking relationship with TransPecos Bank to support regulated financial
services activities conducted through the Alpha Cash platform. Under this relationship, TransPecos Bank provides banking sponsorship
and related regulatory oversight for designated financial services offerings.

Synctera
- Alpha Modus Financial Services, LLC entered into an agreement with Synctera to support banking-as-a-service infrastructure components
for the Alpha Cash platform. Synctera’s platform facilitates integration with sponsor banking relationships and related compliance
frameworks.

ACI
Worldwide - Alpha Modus Financial Services, LLC entered into an agreement with ACI Worldwide to provide electronic bill payment infrastructure
services in connection with the Alpha Cash platform, enabling bill payment functionality within kiosk and mobile environments.

DolFinTech
- Alpha Modus Financial Services, LLC entered into a services agreement with DolFinTech to provide financial services infrastructure
and support functions related to the Alpha Cash platform, including transaction processing coordination and compliance-aligned service
delivery.

Prepay
Nation - Alpha Modus Financial Services, LLC entered into an agreement with Prepay Nation to provide access to prepaid product distribution
services through the Alpha Cash platform. The agreement enables integration of digital value products, including mobile top-ups and related
prepaid services, within the Company’s kiosk and mobile ecosystem.

Tickets
For Less - Alpha Modus entered into a commercial services agreement with Tickets For Less to enable distribution of event ticketing products
through the Alpha Cash kiosk and digital platform infrastructure, expanding the range of consumer-facing services available within retail
environments.

SurgePays
(Letter of Intent) - During 2026, Alpha Modus entered into a non-binding letter of intent with SurgePays, Inc. outlining a proposed collaboration
relating to distribution of financial and telecommunications services through the Alpha Cash platform. The parties are negotiating definitive
agreements, and no assurance can be given that a final agreement will be executed.

Intellectual
Property and Technology Licensing Agreements

VSBLTY
Groupe Technologies Corp. - During 2025, Alpha Modus entered into a strategic collaboration and licensing agreement with VSBLTY Groupe
Technologies Corp. (“VSBLTY”) pursuant to which VSBLTY received rights to utilize specified Alpha Modus patented technologies
in connection with computer vision, digital display, and retail analytics solutions. The arrangement contemplates integration of Alpha
Modus intellectual property within VSBLTY’s technology offerings and joint commercialization initiatives.

GZ6G
Technologies Corp. - Alpha Modus entered into a license agreement with GZ6G Technologies Corp. (“GZ6G”) granting GZ6G the
right to utilize specified Alpha Modus patented technologies in connection with promotional, advertising, and operational initiatives,
including certain AI-enabled advertising applications in venue and event settings.

12

Additional
Licensing Activities

The
Company has entered into additional intellectual property licensing arrangements and continues to pursue negotiated licensing agreements
and enforcement initiatives relating to its patent portfolio. Certain licensing terms are confidential and not publicly disclosed.

During
2025, the Company continued to expand its intellectual property licensing program and enforcement initiatives. The Company entered into
a confidential patent license and authorized reseller agreement with a U.S.-based technology integrator to broaden the distribution of
its AI-driven retail technologies.

Under
the agreement, the integrator received a non-exclusive, worldwide license to practice specified Alpha Modus patents covering real-time
shopper analytics, in-store assistance systems, and personalized retail engagement technologies. In consideration, the partner agreed
to remit royalties based on defined revenue streams derived from licensed implementations. The agreement also provides reciprocal reseller
rights allowing Alpha Modus to offer certain digital-signage and related services through the partner’s platform infrastructure.

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

Ongoing
Patent Enforcement

The
Company continued to pursue patent enforcement actions in multiple jurisdictions during 2025 as part of its intellectual property monetization
strategy. Certain matters have resulted in negotiated resolutions, while other actions remain pending. The Company intends to continue
enforcing and licensing its intellectual property portfolio where it believes its patented technologies are being practiced without authorization.

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

Legal
Proceedings

From
time to time, the Company may be involved in litigation relating to claims arising out of commercial operations in the normal course
of business. As of the Closing Date, there were no pending or threatened lawsuits that could reasonably be expected to have a material
effect on the Company’s results of operations except as set forth below.

On
January 16, 2024, Alpha Modus filed a patent infringement lawsuit against The Kroger Company alleging patent infringement of several
Alpha Modus patents pertaining to the Company’s ‘571 patent portfolio encompassing retail marketing and advertising data-driven
technologies to enhance consumer’s in-store experience at the point of decision. The complaint was filed in the United States District
Court for the Eastern District of Texas (Case No. 2:2024-cv-00022), and the case has since been settled.

On
November 12, 2024, Alpha Modus filed a patent infringement lawsuit against Brookshire Grocery Co. alleging infringement of several Alpha
Modus patents pertaining to its ‘571 patent, ‘825 patent, ‘672 patent, ‘890 patent and ‘880 patent, which
encompass retail marketing and advertising data-driven technologies to enhance consumers’ in-store experience at the point of decision.
The complaint was filed in the United States District Court for the Eastern District of Texas (Case No. 2:2024-cv-00919), and the case
is stayed pending settlement discussions.

On
December 17, 2024, Alpha Modus filed a patent infringement lawsuit against Wakefern Food Corporation and Shelf Nine LLC alleging infringement
of several Alpha Modus patents pertaining to its ‘571 patent, ‘825 patent, ‘672 patent, ‘890 patent and ‘880
patent, which encompass retail marketing and advertising data-driven technologies to enhance consumers’ in-store experience at
the point of decision. The complaint was filed in the United States District Court for the Eastern District of Texas (Case No. 2:2024-cv-01056),
and the case has since been settled.

On
February 3, 2025, Alpha Modus filed a patent infringement lawsuit against Walgreen Co. alleging infringement of several Alpha Modus patents
pertaining to its ‘571 patent, ‘825 patent, ‘672 patent, ‘890 patent and ‘880 patent, which encompass retail
marketing and advertising data-driven technologies to enhance consumers’ in-store experience at the point of decision. The complaint
was filed in the United States District Court for the Eastern District of Texas (Case No. 2:2025-cv-00120), and the case has since been
settled.

13

On
April 15, 2025, Alpha Modus filed a patent infringement lawsuit against Optisigns, Inc. alleging infringement of several Alpha Modus
patents pertaining to its ‘571 patent, ‘825 patent, ‘672 patent, ‘890 patent and ‘880 patent, which encompass
retail marketing and advertising data-driven technologies to enhance consumers’ in-store experience at the point of decision. The
complaint was filed in the United States District Court for the Southern District of Texas (Case No. 4:2025-cv-01727), and the case has
since been settled.

On
August 21, 2025, Alpha Modus filed a patent infringement lawsuit against Cooler Screens, Inc. alleging infringement of several Alpha
Modus patents pertaining to its ‘571 patent, ‘672 patent, and ‘890 patent, which encompass retail marketing, advertising
data-driven technologies to enhance consumers’ in-store experience at the point of decision. The complaint was filed in the United
States District Court for the Northern District of Illinois (Case No. 1:25-cv-10004), and the case is in its initial pleading stage.

On
August 25, 2025, Alpha Modus filed a patent infringement lawsuit against A2Z Cust2Mate Solutions Corp. alleging infringement of several
Alpha Modus patents pertaining to its ‘672 patent, ‘890 patent, ‘880 patent, ‘120 patent, and ‘121 patent,
which encompass retail marketing, advertising data-driven, real-time shopper engagement, digital signage, autonomous retail optimization,
and other technologies to enhance consumers’ in-store experience at the point of decision. The complaint was filed in the United
States District Court for the Eastern District of Texas (Case No. 2:25-cv-00868), and the case is in its initial pleading stage.

On
August 29, 2025, Alpha Modus filed a patent infringement lawsuit against The Kroger Company alleging infringement of several Alpha Modus
patents pertaining to its ‘571 patent, ‘672 patent, ‘890 patent, ‘880 patent, ‘120 patent, ‘731 patent,
‘121 patent, and ‘718 patent, which encompass retail marketing, advertising data-driven, real-time shopper engagement, digital
signage, autonomous retail optimization, consumer behavior analysis to optimize product layout, inventory management, and other technologies
to enhance consumers’ in-store experience at the point of decision. The complaint was filed in the United States District Court
for the Eastern District of Texas (Case No. 2:25-cv-00923), and the case is in the claim construction and discovery stages.

On
September 4, 2025, Alpha Modus filed a patent infringement lawsuit against Creative Realities, Inc. alleging infringement of several
Alpha Modus patents pertaining to its ‘571 patent, 825 patent, ‘672 patent, ‘890 patent, and ‘880 patent, which
encompass retail marketing and advertising data-driven technologies to enhance consumers’ in-store experience at the point of decision.
The complaint was filed in the United States District Court for the Eastern District of Texas (Case No. 2:25-cv-009311), and the case
is in its initial pleading stage.

On
September 10, 2025, Alpha Modus filed a patent infringement lawsuit against MNTN, Inc. alleging infringement of several Alpha Modus patents
pertaining to its ‘571 patent, 890 patent, and ‘731 patent, which encompass retail marketing and advertising data-driven
technologies to enhance consumers’ in-store experience at the point of decision. The complaint was filed in the United States District
Court for the Western District of Texas (Case No. 1:25-cv-01466), and the case is in its initial pleading stage.

On
September 12, 2025, Alpha Modus filed a patent infringement lawsuit against Allerin Tech Pvt. Ltd. alleging infringement of several Alpha
Modus patents pertaining to its ‘571 patent, ‘825 patent, ‘120 patent, ‘890 patent, ‘880 patent, ‘672
patent, ‘550 patent, ‘731 patent, and ‘121 patent, which encompass retail marketing, advertising data-driven, real-time
shopper engagement, digital signage, autonomous retail optimization, consumer behavior analysis to optimize product layout, inventory
management, and other technologies to enhance consumers’ in-store experience at the point of decision. The complaint was filed
in the United States District Court for the Eastern District of Texas (Case No. 2:25-cv-00947), and the case is in its initial pleading
stage.

On
September 18, 2025, Alpha Modus filed a patent infringement lawsuit against Mood Media LLC alleging infringement of several Alpha Modus
patents pertaining to its ‘571 patent, ‘825 patent, ‘120 patent, ‘550 patent, ‘890 patent, ‘880 patent,
‘120 patent, and ‘731 patent, which encompass retail marketing, advertising data-driven, real-time shopper engagement, digital
signage, autonomous retail optimization, consumer behavior analysis to optimize product layout, inventory management, and other technologies
to enhance consumers’ in-store experience at the point of decision. The complaint was filed in the United States District Court
for the Western District of Texas (Case No. 1:25-cv-01527). In January 2026, Alpha Modus resolved its patent litigation against Mood
Media LLC, and the matter was dismissed with prejudice. No claims remain pending between the parties.

14

On
September 24, 2025, Alpha Modus filed a patent infringement lawsuit against RetailNext Inc. alleging infringement of several Alpha Modus
patents pertaining to its ‘825 patent, ‘120 patent, ‘550 patent, and ‘890 patent, which encompass retail marketing
and advertising data-driven technologies to enhance consumers’ in-store experience at the point of decision. The complaint was
filed in the United States District Court for the Eastern District of Texas (Case No. 2:25-cv-00977). and the case is in its initial
pleading stage.

On
October 2, 2025, Alpha Modus filed a patent infringement lawsuit against Navori SA and meldCX Pty Ltd. alleging infringement of several
Alpha Modus patents pertaining to its ‘571 patent, ‘550 patent, ‘890 patent, and ‘731 patent, which encompass
retail marketing and advertising data-driven technologies to enhance consumers’ in-store experience at the point of decision. The
complaint was filed in the United States District Court for the Eastern District of Texas (Case No. 2:25-cv-01000). and the case is in
its initial pleading stage.

On
October 3, 2025, Alpha Modus filed a patent infringement lawsuit against Sensormatic Electronics, LLC and Johnson Controls International,
PLC alleging infringement of several Alpha Modus patents pertaining to its ‘825 patent, ‘550 patent, ‘890 patent, and
‘880 patent, which encompass retail marketing and advertising data-driven technologies to enhance consumers’ in-store experience
at the point of decision. The complaint was filed in the United States District Court for the Eastern District of Texas (Case No. 2:25-cv-01003).
and the case is in its initial pleading stage.

On
October 8, 2025, Alpha Modus filed a patent infringement lawsuit against Lowe’s Companies, Inc. and Lowe’s Home Centers,
LLC alleging infringement of several Alpha Modus patents pertaining to its ‘672 patent, ‘890 patent, ‘120 patent, ‘731
patent, and ‘550 patent, which encompass systems for real-time inventory management, customer assistance, personalized in-store
advertising, dynamic store layout optimization, and behavioral data-driven retail engagement. The complaint was filed in the United States
District Court for the Eastern District of Texas (Case No. 2:25-cv-01026), and the case is in its initial pleading stage.

On
October 22, 2025, Alpha Modus filed a patent infringement lawsuit against 7-Eleven, Inc. alleging infringement of several Alpha Modus
patents pertaining to its ‘571 patent, ‘890 patent, ‘880 patent, ‘120 patent, ‘731 patent, ‘550 patent,
‘121 patent, and ‘718 patent, which encompass the capability to analyze consumer behavior and product interaction in real-time,
which allows businesses to dynamically adjust their marketing strategies to meet the immediate needs of consumers at pivotal purchasing
decision moments. The complaint was filed in the United States District Court for the Eastern District of Texas (Case No. 2:25-cv-01060),
and the case is in its initial pleading stage.

On
November 3, 2025, Alpha Modus filed a patent infringement lawsuit against Adroit Worldwide Media, Inc. alleging infringement of several
Alpha Modus patents pertaining to its ‘672 patent, ‘890 patent, ‘880 patent, and ‘121 patent, which encompass
systems that enable real-time inventory management, personalized shopper engagement, and automated frictionless-checkout experiences.
The complaint was filed in the United States District Court for the Central District of California (Case No. 8:25-cv-02471), and the
case is in its initial pleading stage.

On
November 12, 2025, Alpha Modus filed a patent infringement lawsuit against Atliq Technologies Pvt. Ltd. alleging infringement of several
Alpha Modus patents pertaining to its ‘571 patent, ‘672 patent, ‘890 patent, and ‘550 patent, which encompass
the capability to analyze consumer behavior and product interaction in real-time, which allows businesses to dynamically adjust their
marketing strategies to meet the immediate needs of consumers at pivotal purchasing decision moments. The complaint was filed in the
United States District Court for the Eastern District of Texas (Case No. 2:25-cv-01120), and the case is in its initial pleading stage.

On
November 14, 2025, Alpha Modus filed a patent infringement lawsuit against Industria De Diseño Textil, S.A., and Zara USA, Inc.,
alleging infringement of several Alpha Modus patents pertaining to its ‘890 patent, ‘880 patent, ‘731 patent, and ‘121
patent, which encompass the capability to analyze consumer behavior and product interaction in real-time, which allows businesses to
dynamically adjust their marketing strategies to meet the immediate needs of consumers at pivotal purchasing decision moments. The complaint
was filed in the United States District Court for the Eastern District of Texas (Case No. 2:25-cv-01125), and the case is in its initial
pleading stage.

15

On
November 21, 2025, Alpha Modus filed a patent infringement lawsuit against V-Count Global Holding Ltd., alleging infringement of several
Alpha Modus patents pertaining to its ‘825 patent, ‘672 patent, ‘890 patent, ‘120 patent, ‘880 patent,
‘731 patent, ‘550 patent, and ‘121 patent, which encompass systems that enable real-time inventory management, personalized
shopper engagement, and automated frictionless-checkout experiences. The complaint was filed in the United States District Court for
the Eastern District of Texas (Case No. 2:25-cv-01145), and the case is in its initial pleading stage.

On
November 21, 2025, Alpha Modus filed a patent infringement lawsuit against Stratacache, Inc., alleging infringement of several Alpha
Modus patents pertaining to its ‘120 patent, ‘880 patent, ‘890 patent, ‘550 patent, ‘731 patent, ‘121
patent, and ‘718 patent, which encompass systems that enable real-time inventory management, personalized shopper engagement, and
automated frictionless-checkout experiences. The complaint was filed in the United States District Court for the Central District of
California (Case No. 2:25-cv-11234), and the case is in its initial pleading stage.

On
December 1, 2025, Alpha Modus filed a patent infringement lawsuit against H&M Fashion USA, Inc., alleging infringement of several
Alpha Modus patents pertaining to its ‘890 patent, ‘120 patent, ‘880 patent, ‘731 patent, and ‘121, which
encompass methods and systems for monitoring shopper behavior, analyzing product interactions, optimizing product placement, managing
inventory in real time, and enabling seamless in-store purchase experiences. The complaint was filed in the United States District Court
for the Eastern District of Texas (Case No. 2:25-cv-01182), and the case is in its initial pleading stage.

Facilities

Alpha
Modus’ headquarters is a virtual facility with an address in Cornelius, North Carolina. Having a virtual headquarters has allowed
Alpha Modus to operate with minimal overhead that was not needed to support its current staff. Operations, research and development functions
are currently conducted virtually, and Alpha Modus believes its current virtual facility is adequate and suitable for its current needs.
Alpha Modus’ plans to expand licensing the ‘571 family of patents through a small internal sales team will require Alpha
Modus to secure a suitable alternative space to accommodate its operations.

Corporate
Information

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

2024
Business Combination

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

The
stockholders of Alpha Modus, Corp. may be issued up to 2,200,000 additional shares of Company common stock (the “Earnout Shares”).
The Earnout Shares will be earned and issued in one-third (1/3) increments (of approximately 733,333 shares) if, for any twenty (20)
trading days within any thirty (30)-consecutive trading day period beginning at least 180 days after the Closing and on or prior to the
5-year anniversary of the Closing, the VWAP of the Company’s common stock equals or exceeds $13.00 per share, $15.00 per share
and $18.00 per share (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the
Closing), respectively, with all remaining Earnout Shares earned and issued upon certain changes of control of the Company at or prior
to the 5-year anniversary of the Closing.

16

Additionally,
at the Closing, the Company’s sponsor, Insight Acquisition Sponsor LLC (the “Sponsor”) was required to deposit 750,000
shares of Company common stock into escrow (the “Sponsor Earnout Shares”), and the Sponsor Earnout Shares will be released
to the Sponsor according to the same milestones and timelines applicable to the Earnout Shares described above. Additionally, the Company
and the Sponsor agreed that the Sponsor will forfeit and cancel 750,000 shares of Company common stock at Closing. Finally, at the Closing,
(i) the Company will to use its best efforts to pay off the Company’s loan(s) from Polar Multi-Strategy Master Fund (“Polar”)
(expected to be approximately $975,000 at Closing), (ii) the Company will use its best efforts to pay Alpha Modus, Corp.’s loans
from Janbella Group, LLC (“Janbella”) (expected to be approximately $1,400,000 at Closing), (iii) the Company will issue
to Janbella 1,392,308 shares of Company common stock, (iv) the Company will issue to Michael Singer 125,000 shares of Company common
stock, (v) the Company will issue to Cantor Fitzgerald & Co. (“Cantor”) 210,000 shares of Company common stock, and (vi)
the Company will issue to Odeon Capital Group, LLC (“Odeon”) 90,000 shares of Company common stock.

Cantor,
the representative of the underwriters in the Company’s original IPO in September 2021, was entitled to a deferred underwriting
commission upon the closing of the Business Combination of $6,600,000, which amount was not subject to change based on redemption levels.
On June 20, 2024, Cantor and Odeon entered into fee modification agreements with the Company pursuant to which (i) Cantor would be issued
210,000 shares of Company common stock and Odeon would be issued 90,000 shares of Company common stock at the closing of the Business
Combination, and (ii) Cantor and Odeon would waive the right to any further underwriting commissions or other payments by the Company
under its Underwriting Agreement with them, subject to the other terms of those fee modification agreements.

On
October 29, 2024, Company stockholders approved the Business Combination and other transactions and proposal presented within the proxy
statement/prospectus in connection with Business Combination transactions.

Financing
in Connection with Business Combination

On
October 23, 2024, Alpha Modus Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”)
with Streeterville Capital, LLC (the “Investor”), pursuant to which the Company would sell, and the Investor would purchase,
a secured convertible promissory note in the original principal amount of $2,890,000 (the “Note” or the “Convertible
Note”) for a net purchase price of $2,600,000 (after deducting an original issue discount of $260,000, and payment of $30,000 for
the Investor’s legal, accounting, due diligence, asset monitoring, and other transaction expenses).

The
SPA included customary representations, warranties and covenants by the Company and customary closing conditions. The SPA granted the
Investor (i) the right to fund up to an additional $5,000,000 to the Company, with the Company’s consent, through the date that
is six months following repayment of the Note in full (the “Reinvestment Right”), and (ii) the exclusive right, on customary
market terms, to enter into an equity line of credit or other similar financing arrangement with the Company for at least $20,000,000,
through the date that is one year following the Purchase Price Date (defined below). Pursuant the SPA, Alpha Modus, Corp. was required
to guarantee all of the Company’s obligations under the Note and related transaction documents pursuant to a guaranty agreement
(the “Guaranty”), and the Note will also be secured by security agreements (the “Security Agreements”) by and
between the Investor and both the Company and Alpha Modus, Corp., granting the Investor first priority security interests in all assets
of the Company, as well as all assets of Alpha Modus, Corp., including all of Alpha Modus’ intellectual property (and including
Alpha Modus’ patent portfolio) pursuant to a separate intellectual property security agreement (the “IP Security Agreement”).
Additionally, the Company and Alpha Modus (collectively the “Borrowers”), and William Alessi, his entity, Janbella Group,
LLC, and the trusts deemed to be beneficially owned by Mr. Alessi (each a “Capital Party” and collectively the “Capital
Parties”), were required to execute at closing a subordination and voting agreement (the “Subordination Agreement”)
pursuant to which (i) all of the Borrowers’ indebtedness and obligations to each Capital Party were subordinated to Investor, (ii)
all security interests of any Capital Party were subordinate to Investor’s security interests, (iii) the Borrowers would not make
any payments to any Capital Party, (iv) none of the Capital Parties would accelerate any subordinated debt or equity, (v) and no Capital
Party would convert or exchange their preferred stock of the Company into Common Stock, until such time as the Investor had been fully
paid and all financing agreements between the Investor and the Borrowers were terminated.

17

The
Note matured 18 months following the date the purchase price is delivered to the Company (the “Purchase Price Date”), accrued
interest of 10% per annum, was prepayable (after providing five trading days’ notice) at a 20% premium to the then-outstanding
balance of the Note, and was convertible into Class A common stock (“Common Stock”) of the Company as described below. Within
30 days of the Purchase Price Date, the Company was obligated to file a registration statement on Form S-1 with the SEC registering a
number of shares of Common Stock issuable upon conversion of the Note, and such registration statement was filed as described below.

The
Note was convertible at the election of the Investor into shares of Common Stock at any time following the earlier of the effective date
of the registration statement described above or one year following the Purchase Price Date, at a conversion price equal to 90% multiplied
by the lowest daily volume-weighted average price during the five trading days preceding conversion, and provided that (i) the Investor
may not convert the Note into shares of Common Stock to the extent that such conversion would result in the Investor’s beneficial
ownership of Common Stock being in excess of 4.99% (or 9.99% if the Company’s market capitalization is less than $10 million),
and provided that (ii) the Note is not convertible into a total cumulative number of shares of Common Stock in excess of the number of
shares of Common Stock permitted by Nasdaq Listing Rule 5635 (the “Exchange Cap”). Pursuant to the terms of the Note, the
Company was required to, within 120 days of the Purchase Price Date, seek shareholder approval of the Note and the issuance of shares
of Common Stock, issuable upon conversion of the Note and pursuant to the Reinvestment Right, in excess of the Exchange Cap (the “Shareholder
Approvals”). If such shareholder approval is not obtained within 120 days, the Company was required to continue to seek shareholder
approval every three months thereafter until shareholder approval is obtained. Pursuant to the Subordination Agreement, each Capital
Party was required to vote all of their shares of Company stock in favor of the Shareholder Approvals. Under the SPA, the Company was
required to initially reserve 7,500,000 shares of its Common Stock for issuance to the Investor under the Note, and the Company was required
to add additional shares to the reserve in increments of 100,000 shares when requested by the Investor if at the time of the request
the number of shares being held in reserve is less than three times the number of shares of Common Stock equal to the outstanding balance
under the Note divided by the applicable conversion price at that time.

On
December 12, 2024, the Company amended the SPA (the “Amended SPA”) to revise the terms of the Note. Pursuant to the Amended
SPA, the Note was not convertible below a floor price of $4.00/share, but if the closing bid price of the Company’s common stock
is less than the floor price for ten consecutive trading days, the Company is required to begin making monthly payments under the Note
on the date that is 90 days following the original funding date.

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

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

On
April 28, 2025, the Company and the Investor entered into a second amendment to the Note (the “Second Amendment”) providing
that (i) the 20% prepayment penalty under the Note was eliminated, but the outstanding balance of the Note was increased to $3,597,501.71
(i.e., the outstanding balance under the Note as of April 28, 2025, plus the prepayment penalty of 20% as of April 28, 2025), (ii) the
Company would have the right on up to three occasions to extend the monthly payment start date for one month, with the outstanding balance
automatically increasing by one percent for each extension, (iii) the monthly payments would equal $582,000 plus all accrued but unpaid
interest, (iv) the floor price was reduced to $1.25, (v) the Investor’s beneficial ownership limitation was increased to 9.99%,
(vi) the Company agreed to hold a stockholder meeting within 60 days to approve the issuances to the Investor under the Note and under
an equity line of credit agreement with the Investor in excess of the Exchange Cap (as such term was defined in the Note), (vii) the
Company agreed to sell the Investor 1,250,000 shares of common stock (the “Pre-Delivery Shares”) for $125, which Pre-Delivery
Shares shall be used by the Investor only as pre-delivery shares under the Note and a future equity line of credit agreement between
the Company and the Investor, (viii) the Company agreed to file a registration statement to register the Pre-Delivery Shares and other
shares of common stock issuable to the Investor upon conversion of the Note, and (ix) the Investor provided its written consent to the
Company entering into the Patent Monetization Agreement and Option Agreement described below.

18

A
registration statement registering shares for resale by the Investor was filed by the Company with the SEC pursuant to the Company’s
obligations under the Second Amendment to register Pre-Delivery Shares and other shares of common stock issuable to the Investor upon
conversion of the Note (of which 1,250,000 Pre-Delivery Shares and 3,000,000 other conversion shares were registered for resale in that
registration statement). That registration statement was declared effective by the SEC on May 23, 2025. On May 29, 2025, the Investor
converted $767,000 of the Note into 613,600 shares of Company common stock. On June 11, 2025, the Investor converted $125,000 of the
Note into 100,000 shares of Company common stock. On July 10, 2025, the Investor converted $162,500 of the Note into 130,000 shares of
Company common stock. On July 16, 2025, the Investor converted $150,000 of the Note into 120,000 shares of Company common stock. On July
23, 2025, the Investor converted an aggregate of $2,545,500 of the Note into 2,036,400 shares of Company common stock, leaving a balance
due to the Investor under the Note of approximately $11,312.28, which the Company paid on July 23, 2025, satisfying the note in full.
On or about July 25, 2025, the Company repurchased the 1,250,000 Pre-Delivery Shares from the Investor for $125, and on or about August
6, 2025, the Pre-Delivery Shares were returned to the Company by the Investor and cancelled.

Business
Combination Closing

On
December 13, 2024, the parties to the Business Combination Agreement consummated the Business Combination, and in connection with closing
issued the Note to the Investor, and entered into the Guaranty, Security Agreements, IP Security Agreement, and Subordination Agreement.
Immediately upon the consummation of the Business Combination, Alpha Modus, Corp. became a wholly owned subsidiary of the Company, the
Company changed its name to “Alpha Modus Holdings, Inc.,” and the Company is now listed on Nasdaq under the symbol “AMOD”.
The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, INAQ is treated as the acquired
company for financial statement reporting purposes. See “Unaudited Pro Forma Condensed Combined Financial Information and Other
Data.” Legacy Alpha Modus’ financial statements for previous periods will be disclosed in the Company’s future
periodic reports filed with the SEC.

In
connection with the Business Combination, approximately 426,136 shares of common stock were redeemed, which represented a significant
portion of the publicly traded shares outstanding immediately prior to the Business Combination and resulted in only approximately $1.16
million of cash from the INAQ trust account becoming available to Alpha Modus in connection with the closing of the Business Combination.
In the Business Combination, the Company issued 5,295,000 shares of common stock and 7,500,000 shares of Series C Preferred Stock to
Legacy Alpha Modus’ shareholders as merger consideration in the Business Combination, and the Company issued 1,817,308 shares of
common stock to various parties as required by the Business Combination Agreement. Immediately following the Business Combination, including
the redemption of shares described above, there were 12,455,252 shares of the Company’s common stock (all Class A common stock)
issued and outstanding, and 7,500,000 shares of the Company’s Series C Preferred Stock issued and outstanding.

As
a result of becoming a publicly traded company, we will need to hire additional personnel and implement procedures and processes to address
public company regulatory requirements and customary practices. We expect to incur additional annual expenses as a public company for,
among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting
and legal and administrative resources, including increased audit and legal fees.

Other
Recent Developments

On
April 28, 2025, the Company entered into a Patent Monetization Agreement (the “Patent Monetization Agreement”) with Alpha
Modus Ventures, LLC, a North Carolina limited liability company controlled by the Company’s Chief Executive Officer, William Alessi
(“AMV”), pursuant to which the Company agreed to provide litigation funding to AMV in connection with AMV’s recently
filed patent litigation suit against Broadcom Inc. for infringement of AMV’s patents relating to methods and apparatus for transporting
of fibre channel data over ethernet (U.S. Patent Nos. 11,108,591, 11,303,473, and 11,310,077), and the parties agreed that the gross
proceeds from the litigation would first be paid to the Company until it has received the return of amounts funded for the litigation,
and then 65% to the Company until it has received a five times return, then 45% to the Company until it has received an additional two
times return, and then 35% to the Company.

19

On
April 28, 2025, and in connection with entering into the Patent Monetization Agreement, the Company entered into an Option Agreement
(the “Option Agreement”) with AMV’s owners (Janbella Group, LLC, an entity controlled by Mr. Alessi, and Chris Chumas,
the Company’s Chief Sales Officer), pursuant to which the Company received the right to acquire AMV from its owners for an option
exercise price consisting of the following: (i) the termination by the Company of the Patent Monetization Agreement and AMV’s related
payment obligations to the Company under the Patent Monetization Agreement, (ii) the payment of $300,000 to Janbella Group, LLC (in satisfaction
of which Janbella Group, LLC will release AMV of its $300,000 repayment obligation to Janbella Group, LLC) as soon as the Investor (defined
above) has been repaid in full, and (iii) the issuance by the Company to AMV’s owners in the aggregate of a number of shares of
common stock equal to $35,000,000 divided by the closing price of the Company’s common stock immediately prior to closing, which
closing shall not occur until the Company’s shareholders have approved such transaction and issuance of common stock as required
by Nasdaq’s listing rules.

The
Company has not made any payments or assisted with any litigation funding under the Patent Monetization Agreement, and the Company does
not expect to receive any payments under that agreement, nor does it expect to exercise any right to acquire AMV pursuant to the Option
Agreement.

On
May 27, 2025, the Company entered into an exchange agreement (the “Exchange Agreement”) with four family trusts of the Company’s
CEO, William Alessi, pursuant to which the trusts would exchange an aggregate of 3,200,000 shares of Series C Preferred Stock (800,000
shares held in the name of The WRA 2023 Irrevocable Trust, 800,000 shares held in the name of The Janet Alessi 2023 Irrevocable Trust,
800,000 shares held in the name of The Isabella Alessi 2023 Irrevocable Trust, and 800,000 shares held in the name of The Kim Alessi
Richter Irrevocable Trust, all of which are deemed to be beneficially owned by Mr. Alessi as Mr. Alessi’s spouse is the trustee
of each of the trusts) for an aggregate of 26,079,868 shares of Class A common stock (with each of the trusts being issued 6,519,967
shares of common stock). In the Exchange Agreement, each of the trusts agreed not to sell or otherwise transfer the shares of common
stock to be received in the exchange until June 13, 2026 (except for permitted transfers to an affiliate). On or about June 29, 2025,
the trusts’ 3,200,000 preferred shares were cancelled, and 26,079,868 shares of common stock were issued to the trusts.

On
July 15, 2025, the Company issued a promissory note to The Alessi 2023 Irrevocable Trust, one of the family trusts of the Company’s
CEO, William Alessi, in the original principal amount of $2,142,857, in consideration of $1,500,000 in funding received by the Company
from the ender on or about July 10, 2025. The note accrues interest at eight percent (8%) per annum, matures on April 30, 2026, and is
convertible into shares of common stock of the Company at the election of the holder at a $5.00 per share conversion price.

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

On
September 16, 2025, the Company issued a promissory note to The Alessi 2023 Irrevocable Trust, one of the family trusts of the Company’s
CEO, William Alessi, in the original principal amount of $714,286, in consideration of $500,000 in funding received by the Company from
the Lender on or about September 16, 2025. The note accrues interest at eight percent (8%) per annum, matures on September 15, 2026,
and is convertible into shares of common stock of the Company at the election of the holder at a $5.00 per share conversion price.

Effective
October 19, 2025, the Company entered into a securities purchase agreement (the “Haase-Dubosc Securities Purchase Agreement”)
with the Nancy Helen Wallace and Gerard Haase-Dubosc Family Trust (the “Haase-Dubosc Trust”), pursuant to which the Company
issued (i) a convertible promissory note to the Haase-Dubosc Trust in the original principal amount of $400,000 (the “Haase-Dubosc
Note”), and (ii) warrants to purchase 363,636 shares of Company Class A common stock at an exercise price of $1.10/share, for a
total purchase price of $400,000 (the “Haase-Dubosc Warrants”). The Haase-Dubosc Note accrues interest at 7% per annum, matures
on October 15, 2026, and is convertible into shares of common stock of the Company at the election of the holder at any time 6 months
following issuance of the note at a fixed, non-variable conversion price equal to 80% of the 5-day volume-weighted average price on the
first trading day following issuance of the note, or $0.896/share. The Haase-Dubosc Note and Haase-Dubosc Warrants were issued to the
Haase-Dubosc Trust on October 19, 2025.

20

Effective
December 2, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with AIFirst
Ventures LLC (“AIFirst”), pursuant to which the Company issued (i) a convertible promissory note to AIFirst in the original
principal amount of $250,000 (the “AIFirst Note”), and (ii) a common stock purchase warrant to AIFirst to purchase 1,000,000
shares of Company Class A common stock at an exercise price of $1.00/share (the “AIFirst Warrant”), for an aggregate purchase
price of $250,000. The AIFirst Note does not accrue interest, matures on October 30, 2026, and is convertible into shares of Class A
common stock of the Company at the election of the holder at any time 6 months following issuance of the note at a fixed, non-variable
conversion price equal to 80% of the 5-day volume-weighted average price on the first trading day following issuance of the note (or
$0.617, based on the 5-day volume-weighted average price on December 3, 2025, of approximately $0.771). The purchase price was paid by
AIFirst to the Company on December 2, 2025, and the AIFirst Note and AIFirst Warrant were issued by the Company to AIFirst effective
as of December 2, 2025.

Effective
December 30, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Alexander
Haase-Dubosc, pursuant to which the Company issued a convertible promissory note to the investor in the original principal amount of
$110,000 for a purchase price of $100,000. The note accrues interest at 7% per annum, matures on December 29, 2026, and is convertible
into shares of Class A common stock of the Company at the election of the holder at any time 6 months following issuance of the note
at a fixed, non-variable conversion price equal to 80% of the 5-day volume-weighted average price on the first trading day following
issuance of the Note (the 5-day VWAP on December 31, 2025). The purchase price was paid by the investor to the Company on December 30,
2025, and the note was issued by the Company to the investor effective as of December 30, 2025.

Emerging
Growth Company

We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business
Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not “emerging growth companies” including,
but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of
2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder
approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result,
there may be a less active trading market for our securities and the prices of our securities may be more volatile.

We
will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) ending December 31, 2026, (b) in
which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which
means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s
second fiscal quarter; and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year
period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Smaller
Reporting Company

Additionally,
we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held
by non-affiliates exceeds $250 million as of the prior June 30, or (ii) our annual revenues exceeded $100 million during such completed
fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30.

21

Controlled
Company

By
virtue of the fact that Alpha Modus’ CEO, William Alessi, is deemed to beneficially own shares of stock having more than 50% of
the total voting power of the shares of our capital stock, we qualify as a “controlled company” within the meaning of the
corporate governance standards of the Nasdaq. Under these rules, a listed company of which more than 50% of the voting power is held
by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance
requirements, including the requirement that (i) a majority of our board consist of independent directors, (ii) we have a compensation
committee that is composed entirely of independent directors, and (iii) we have a nominating/corporate governance committee that is composed
entirely of independent directors.

Employees

We
presently have 9 employees. We utilize consultants as well, we have never experienced work stoppages, and we are not a party to any collective
bargaining agreement.

Corporate
Information

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

WHERE
YOU CAN GET ADDITIONAL INFORMATION

We
file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or
other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can
obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports
and other filings electronically on the SEC’s web site, www.sec.gov.