Insight Acquisition (INAQ) - 2025 Q2 - Quarterly Report

Financial Performance - Alpha Modus's financial statements for the years ended December 31, 2024, and 2023, indicate substantial doubt about its ability to continue as a going concern due to recurring losses and lack of revenues[149]. - For the six months ended June 30, 2025, Alpha Modus reported no revenue, consistent with the same period in 2024[179]. - Operating expenses increased to $2,508,011 for the six months ended June 30, 2025, compared to $311,464 for the same period in 2024, primarily due to higher professional fees, insurance premiums, payroll, and investor relations expenses[181]. - The net loss for the six months ended June 30, 2025, was $3,095,143, significantly higher than the net loss of $409,733 for the same period in 2024[183]. - As of June 30, 2025, Alpha Modus had cash of $118,214 and estimated that an additional $2,500,000 would be needed to maintain growth plans[188]. - Net cash used in operating activities was $1,115,337 for the six months ended June 30, 2025, compared to $283,216 for the same period in 2024[189]. - The company had a net loss of $2,787,062 for the three months ended June 30, 2025, compared to a net loss of $187,037 for the same period in 2024[187]. - Total other expenses for the three months ended June 30, 2025, were $1,638,252, compared to $66,484 for the same period in 2024[186]. - Alpha Modus does not have any off-balance sheet arrangements that could materially affect its financial condition[178]. Intellectual Property and Legal Matters - A patent infringement lawsuit was filed against The Kroger Company, which has since been settled, indicating active enforcement of intellectual property rights[142]. - The company has a robust intellectual property portfolio that includes method patents across various retail use cases, creating a defensible market position[140]. - The company plans to continue its intellectual property licensing and enforcement efforts throughout 2025, although outcomes are uncertain[148]. - The Company entered into a Patent Monetization Agreement to provide litigation funding related to patent litigation against Broadcom Inc., with a structured return on proceeds[170]. Strategic Partnerships and Alliances - Alpha Modus has entered into a license agreement with GZ6G Technologies Corp. for AI-driven advertising solutions, with deployment expected by the end of 2024[141]. - The strategic alliance with CashX aims to provide services to the underbanked through kiosks and a mobile application, targeting national deployment[146]. - Alpha Modus's partnership with VSBLTY focuses on enhancing customer experience using AI and data analytics in retail settings[147]. Stock and Financing Activities - The Earnout Shares provision allows for the issuance of up to 2,200,000 additional shares based on the company's stock performance, with specific price targets set[153]. - The Company is expected to pay off loans totaling approximately $2,375,000 at Closing, including $975,000 to Polar Multi-Strategy Master Fund and $1,400,000 to Janbella Group, LLC[154]. - The Company issued 5,295,000 shares of common stock and 7,500,000 shares of Series C Preferred Stock as merger consideration in the Business Combination[168]. - Following the Business Combination, there were 12,455,252 shares of the Company's common stock issued and outstanding, along with 7,500,000 shares of Series C Preferred Stock[168]. - The Company entered into a securities purchase agreement to sell a secured convertible promissory note for $2,890,000, with a net purchase price of $2,600,000 after deductions[157]. - The Note has a maturity of 18 months and accrues interest at 10% per annum, with a conversion option into common stock at a price equal to 90% of the lowest daily volume-weighted average price[159][160]. - The Company amended the Note to establish a floor price of $4.00 per share, with monthly payments commencing if the stock price falls below this threshold for ten consecutive trading days[162]. - The Company and the Investor agreed to eliminate the 20% prepayment penalty under the Note, increasing the outstanding balance to $3,597,501.71[165]. - The company issued a promissory note for $2,142,857.14 to The Alessi 2023 Irrevocable Trust, accruing interest at 8% per annum and convertible at a price of $5.00 per share[173]. - Approximately 426,136 shares of common stock were redeemed prior to the Business Combination, resulting in only about $1.16 million of cash becoming available to the Company[168]. Market Projections - Alpha Modus reported a projected U.S. retail media advertising spend of approximately $62.35 billion in 2025, expected to surpass $97 billion by 2028[137]. - The company anticipates $3.8 trillion in digitally influenced U.S. retail sales by 2027, with 75% of in-store sales linked to digital engagement[137]. Company Classification - The company is classified as an "emerging growth company" and plans to take advantage of the extended transition period for new accounting standards[192].