UNITED STATES SECURITIES AND EXCHANGE COMMISSION ALPHA MODUS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number: 001-40775 (State or other j ...

PART I. FINANCIAL INFORMATION [Item 1. Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) The unaudited statements show a net loss of $308,081 and a working capital deficit, raising going concern doubts [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Total assets declined to $0.90 million while the stockholders' deficit remained substantial at $80.85 million Consolidated Balance Sheet Highlights (Unaudited) | Metric | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $148,277 | $735,814 | | Total Current Assets | $903,419 | $1,702,519 | | **Total Assets** | **$903,419** | **$1,702,519** | | **Liabilities & Equity** | | | | Total Current Liabilities | $6,886,108 | $7,559,310 | | Total Liabilities | $9,944,709 | $10,493,853 | | Total Stockholders' Deficit | ($80,850,315) | ($80,600,359) | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) The company reported no revenue and a net loss of $308,081, partially offset by fair value gains on liabilities Consolidated Statements of Operations (Unaudited) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Total Operating Expenses | $1,359,201 | $190,911 | | Operating Loss | ($1,359,201) | ($190,911) | | Total Other Income (Expense) | $1,051,120 | ($31,785) | | **Net Loss** | **($308,081)** | **($222,696)** | | Loss Per Share (Basic & Diluted) | ($0.02) | ($0.06) | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations increased significantly, resulting in a cash balance decrease of $587,537 Cash Flow Summary (Unaudited) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($594,147) | ($175,286) | | Net Cash Provided by Financing Activities | $6,610 | $100,000 | | **Net Change in Cash** | **($587,537)** | **($75,286)** | | Cash at End of Period | $148,277 | $31,523 | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail a business model shift to patent commercialization and a going concern warning due to recurring losses - The company has shifted its focus from being an AI software provider to developing and commercializing its patent portfolio, specifically the '571 Patent family, starting in 2024[26](index=26&type=chunk) - The December 2024 business combination was accounted for as a **reverse recapitalization**, with Alpha Modus Corp. identified as the accounting acquirer[27](index=27&type=chunk) - There is **substantial doubt about the company's ability to continue as a going concern** due to recurring losses, a working capital deficit of **$5,982,689**, and low cash reserves of **$148,277** as of March 31, 2025[35](index=35&type=chunk) - Subsequent to the quarter's end, on April 28, 2025, the company entered into a Patent Monetization Agreement and an Option Agreement with an entity controlled by its CEO to fund patent litigation and potentially acquire the entity[131](index=131&type=chunk)[132](index=132&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the operational transition, increased expenses, and critical liquidity issues facing the company [Overview](index=31&type=section&id=Overview) The company's focus is on technology services and patent commercialization through licensing and litigation - The company's primary business strategy is **intellectual property licensing and enforcement**, which it intends to continue throughout 2025[144](index=144&type=chunk) - Alpha Modus has initiated a series of patent infringement lawsuits against companies including The Kroger Company (settled), Brookshire Grocery Co., Wakefern Food Corporation (settled), Walgreen Co., and Optisigns, Inc[142](index=142&type=chunk) [Results of Operations](index=37&type=section&id=Results%20of%20Operations) The company recorded no revenue and a $308,081 net loss, driven by a substantial increase in operating expenses Comparison of Operations for the Three Months Ended March 31 | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | $0 | $0 | | Operating Expenses | $1,359,201 | $190,911 | | Other Income (Net) | $1,051,120 | ($31,785) | | Net Loss | ($308,081) | ($222,696) | - The increase in operating expenses was primarily due to higher professional fees, insurance premiums, payroll, and investor relations expenses following the business combination[176](index=176&type=chunk) - The net loss was partially offset by a **gain of $1,039,282** from the change in fair value of the earnout shares liability and a **gain of $234,195** from the change in fair value of the warrants liability[177](index=177&type=chunk)[178](index=178&type=chunk) [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces a severe liquidity crisis, requiring at least $2.5 million in additional capital to continue operations - As of March 31, 2025, the company had only **$148,277 in cash**[179](index=179&type=chunk) - Management believes it needs to raise a minimum of an additional **$2,500,000** to continue its growth plan, and its inability to do so would severely impact its viability[179](index=179&type=chunk)[181](index=181&type=chunk) - Net cash used in operating activities increased to **$594,147** in Q1 2025 from $175,286 in Q1 2024[180](index=180&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is exempt from providing market risk disclosures - As a **smaller reporting company**, Alpha Modus Holdings is exempt from providing quantitative and qualitative disclosures about market risk[187](index=187&type=chunk) [Item 4. Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of the end of the quarter - The company's disclosure controls and procedures were concluded to be **not effective** as of the end of the reporting period, March 31, 2025[189](index=189&type=chunk) - Management plans to remediate the material weakness by implementing a more timely reporting schedule and adding more reviews of financial statement support[190](index=190&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) The company is actively pursuing patent infringement lawsuits as a core business strategy, with two cases settled - The company has filed multiple patent infringement lawsuits related to its retail marketing and advertising data-driven technologies[193](index=193&type=chunk)[194](index=194&type=chunk)[195](index=195&type=chunk) - Lawsuits against **The Kroger Company and Wakefern Food Corporation have been settled**[193](index=193&type=chunk)[195](index=195&type=chunk) - Active litigation continues against Brookshire Grocery Co., Walgreen Co., and Optisigns, Inc., with these cases currently in their initial pleading stages[194](index=194&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk) [Item 1A. Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) This report references risk factors previously disclosed in the company's Form 10-K and Form S-1 filings - For a comprehensive understanding of the risks facing the company, investors are directed to the risk factors section of the **Form 10-K filed on April 15, 2025**, and the **Form S-1 filed on May 9, 2025**[198](index=198&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=40&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company issued unregistered common stock for director compensation, services, and as part of a note amendment - In January and April 2025, shares were issued to non-employee directors as payment for their **$25,000 quarterly fees**[200](index=200&type=chunk)[202](index=202&type=chunk) - On April 30, 2025, **39,266 shares** were issued to the Chief Revenue Officer for his **$62,500 quarterly fee**[203](index=203&type=chunk) - On April 30, 2025, the company issued **1,250,000 shares** of common stock as "Pre-Delivery Shares" to an investor in connection with the Second Amendment to a convertible note[204](index=204&type=chunk) [Item 5. Other Information](index=42&type=section&id=Item%205.%20Other%20Information) Entities controlled by the CEO established and later terminated Rule 10b5-1 trading plans during the period - On March 10, 2025, entities controlled by CEO William Alessi established **Rule 10b5-1 trading plans** to sell company stock under specific conditions[208](index=208&type=chunk) - On April 30, 2025, several of these 10b5-1 plans were **terminated**, and no shares had been sold under the terminated plans[208](index=208&type=chunk) [Item 6. Exhibits](index=43&type=section&id=Item%206.%20Exhibits) This section lists key corporate and transactional documents filed as exhibits with the report - A comprehensive list of exhibits is provided, including foundational agreements related to the business combination, financing, and recent patent-related contracts[210](index=210&type=chunk)[211](index=211&type=chunk)

CORNELIUS, N.C. and NEW YORK, Dec. 13, 2024 (GLOBE NEWSWIRE) --  Alpha Modus Corp. ("Alpha Modus" or the "Company"), a technology company with a core focus on artificial intelligence in retail, and Insight Acquisition Corp., a special purpose acquisition company (NASDAQ:INAQ) plan to close their business combination today. Alpha Modus expects to begin trading on the Nasdaq Global Market under the ticker symbols "AMOD" (its common stock) and "AMODW" (its warrants) on Monday, December 16, 2024. About Alpha Mo ...

Group 1 - Alpha Modus Corp. is set to complete its business combination with Insight Acquisition Corp. on December 13, 2024, and will begin trading on the Nasdaq Global Market under the ticker symbols "AMOD" for common stock and "AMODW" for warrants on December 16, 2024 [1] - Alpha Modus focuses on creating, developing, and licensing data-driven technologies aimed at enhancing the in-store digital experience for consumers at the point of decision [2] - Insight Acquisition Corp. is a special purpose acquisition company formed to facilitate mergers and similar business combinations with one or more businesses [3]

Core Viewpoint - Alpha Modus Corp. has filed a patent infringement lawsuit against Brookshire Grocery Co. regarding several patent portfolios related to retail marketing and advertising technologies aimed at enhancing consumer in-store experiences [1] Group 1: Patent Infringement Lawsuit - The lawsuit alleges infringement of Alpha Modus' '571, '825, '672, '890, and '880 patent portfolios [1] - These patents focus on data-driven technologies that analyze consumer behavior and product interaction in real-time [1] - The complaint was filed on November 12, 2024, in the United States District Court for the Eastern District of Texas [1] Group 2: Previous Legal Actions - Alpha Modus previously filed a patent infringement action against The Kroger Company in January 2024 [2] - The company is working with Christopher E. Hanba of Dickinson Wright PLLC for legal expertise in enforcing its intellectual property rights [2] Group 3: Company Overview - Alpha Modus is a technology company founded in 2014, headquartered in Cornelius, North Carolina [3] - The company focuses on creating, developing, and licensing data-driven technologies to enhance consumers' in-store digital experiences [3] - Alpha Modus is in a business combination agreement with Insight Acquisition Corp. to become a publicly traded company [3] Group 4: Insight Acquisition Corp. - Insight Acquisition Corp. is a special purpose acquisition company (SPAC) aimed at merging with or acquiring businesses [4] - The company is sponsored by Insight Acquisition Sponsor LLC [4]

Core Viewpoint - Alpha Modus Corp. is set to merge with Insight Acquisition Corp., with a special meeting scheduled for October 14, 2024, to approve the business combination [1][4][7] Group 1: Business Combination Details - The U.S. SEC has declared effective the registration statement related to the business combination, which will result in the formation of "Alpha Modus Holdings, Inc." [1][2] - The common stock and warrants of the combined company are expected to trade on Nasdaq under the tickers "AMOD" and "AMODW" shortly after the closing of the business combination [2] - The special meeting will be held virtually for Insight stockholders of record as of September 18, 2024, to vote on the business combination and related matters [4] Group 2: Company Background - Alpha Modus focuses on creating, developing, and licensing data-driven technologies to enhance the in-store digital experience for consumers [6] - Founded in 2014, Alpha Modus is headquartered in Cornelius, North Carolina [6] Group 3: Advisory and Legal Counsel - CHW Strategic Advisors is acting as M&A advisor for Alpha Modus, while Maxim Group LLC serves as capital markets advisor [5] - Legal counsel for Insight is provided by Loeb & Loeb LLP, and for Alpha Modus by Brunson Chandler & Jones, PLLC [5]

CORNELIUS, N.C., July 22, 2024 (GLOBE NEWSWIRE) -- Alpha Modus, Corp. ("Alpha Modus"), a technology company with a core focus on artificial intelligence in retail, today announced it has received the following two new patent awards from the United States Patent and Trademark Office: About Alpha Modus About Insight Acquisition Corp. In connection with the proposed Business Combination, Insight and Alpha Modus have filed with the SEC a registration statement on Form S-4, which includes Insight's proxy stateme ...

Contacts: U.S. Patent No. 12,026,731, titled "Method for Personalized Marketing and Advertising of Retail Products," issued on July 2, 2024. Effective as of October 13, 2023, Alpha Modus entered into a business combination agreement (the "BCA") with Insight Acquisition Corp. ("Insight"), pursuant to which Alpha Modus would be acquired by Insight (the "Business Combination"). The closing of the proposed Business Combination is subject to a number of conditions, as set out in the BCA, including but not limite ...

(Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to INSIGHT ACQUISITION CORP. Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation or organi ...

IPO and Funding - The company completed an IPO on September 7, 2021, generating gross proceeds of $240.0 million, with offering costs of approximately $17.5 million[349] - $241.2 million of the net proceeds from the IPO and Private Placement were placed in a trust account, invested in U.S. government securities[352] - The company's management has broad discretion over the use of IPO proceeds, primarily intended for consummating a Business Combination[353] - The company secured a $1,000,000 funding agreement with Polar Multi-Strategy Master Fund to cover working capital expenses, with $150,000 already funded in September 2023[359] - Polar funded the Sponsor $600,000 under the Subscription Agreement in 2023, which was loaned to the company[369] Business Combination and Merger - The company must complete a Business Combination by December 7, 2023, or extend the period by depositing $20,000 per month into the Trust Account, up to June 7, 2024[354] - The company entered into a business combination agreement with Alpha Modus on October 13, 2023, with the merger expected to make Alpha Modus a wholly owned subsidiary[363] - The company filed a registration statement on Form S-4 with the SEC on December 28, 2023, in connection with the proposed business combination with Alpha Modus[364] - The company terminated its business combination agreement with Avila Energy Corporation on August 10, 2023, with Avila agreeing to reimburse $300,000 in expenses[357] - The company has until June 7, 2024 to consummate a Business Combination, or face mandatory liquidation and dissolution[370] Financial Performance and Losses - As of December 31, 2023, the company had $0 in its operating bank account and a working capital deficit of $3,571,406[365] - For the year ended December 31, 2023, the company had a net loss of approximately $651,000[378] - For the year ended December 31, 2022, the company had net income of approximately $11.9 million[379] - The company incurred approximately $120,000 under the services agreement with the Sponsor for the year ended December 31, 2023[383] - The company incurred approximately $180,000 under the services agreement with management for the year ended December 31, 2023[384] Tax and Trust Account Transactions - The company booked a liability of $2,156,214 for the excise tax based on 1% of shares redeemed during the reporting period[374] - The company withdrew a total of $2,497,248.57 from the Trust Account for tax payments between March 2, 2023, and December 5, 2023[391] - $1,447,889.17 was paid for estimated income tax payments and Delaware franchise taxes, with $1,130,000 allocated for 2022 and 2023 income taxes and $317,889.17 for Delaware franchise taxes[391] - $1,049,359.40 withdrawn from the Trust Account for tax purposes was used to pay other business expenses, which was fully reimbursed by the Sponsor by March 26, 2024[391] - The Sponsor reimbursed the Trust Account with $1,085,644.32, including $36,285.07 for interest that would have accrued on the erroneously withdrawn funds[391] Management Changes and Compensation - Mr. Gary transferred $480,000 and $411,000 from the company's operating account to the Sponsor on July 20, 2023, and August 7, 2023, respectively, which were later returned by the Sponsor[392] - Mr. Gary was removed as CEO and CFO on April 21, 2024, and appointed as Assistant Finance Manager[393] - Michael Singer was appointed as the new CEO of the company on April 21, 2024[394] - Glenn Worman was engaged as the new CFO on April 21, 2024, and will approve and sign the company's 2023 Annual Report on Form 10-K[396] - Mr. Gary agreed to reimburse the company for all fees and expenses related to the engagement of Mr. Worman as CFO[399] - Mr. Gary forfeited $132,500 in deferred compensation and ceased accruing $7,500 per month in service fees[400] Risks and Uncertainties - The company faces risks including no operating history, no revenues, and uncertainties related to completing a Business Combination, particularly due to the COVID-19 pandemic[350] Notes and Agreements - The company repaid $157,000 of the Note balance on September 7, 2021 and the remaining $6,000 on September 13, 2021, terminating the Note[366] - The company issued an unsecured promissory note of $480,000 to the Sponsor on August 17, 2023, which was later rescinded on November 6, 2023[368] Off-Balance Sheet Arrangements - The company has no off-balance sheet arrangements as of December 31, 2023[387]