Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41593 ISRAEL ACQUISITIONS CORP (Exact ...

Revenue and Financial Performance - Revenue for the year ended December 31, 2025, was $215,037, a decrease of $230,408 or 52% compared to $445,445 in 2024[249] - The company reported a net loss of $(20,975,052) for 2025, an increase of $8,540,938 or 69% compared to $(12,434,114) in 2024[249] - Net loss increased to $20,975,052 in 2025, up approximately 69% from $12,434,114 in 2024, attributed to increased expenses and decreased revenue from contract delays[257] Costs and Expenses - Cost of revenues increased to $2,566,421 in 2025, up approximately $1,208,000 or 89% from $1,358,152 in 2024[252] - Gross deficit for 2025 was $(2,351,384), representing an increase of $1,438,677 or 158% compared to $(912,707) in 2024[249] - Research and development expenses rose to $2,524,519 in 2025, an increase of approximately $381,000 or 18% from $2,143,471 in 2024[253] - Compensation and related expenses increased to $8,262,188 in 2025, up approximately 75% from $4,731,553 in 2024, primarily due to a $1,823,000 increase in stock-based compensation and a $1,708,000 rise in payroll expenses[254] - General and administrative expenses rose to $5,207,949 in 2025, an increase of approximately 87% from $2,784,522 in 2024, driven by higher depreciation, investor relations, travel expenses, and stock-based compensation[255] Cash Flow and Working Capital - Cash used in operating activities was $14,326,205 in 2025, an increase of approximately 35% from $10,589,735 in 2024, primarily due to the increased net loss[275] - Cash on hand decreased to $3,198,682 as of December 31, 2025, a decline of 70% from $10,651,644 in 2024[275] - Cash used in investing activities was $1,898,212 in 2025, an increase of approximately 190% from $653,544 in 2024, mainly due to higher property and equipment purchases[276] - Cash provided by financing activities was $8,771,455 in 2025, down approximately 23% from $11,449,519 in 2024, reflecting less capital raised compared to the previous year[277] - As of December 31, 2025, working capital decreased to $1,669,083 from $11,760,131 in 2024, primarily due to reduced cash balances[268] Contracts and Future Outlook - The company incurred costs in excess of billings of approximately $1.9 million related to the OC San contract due to delays in equipment delivery[239] - The company generated approximately $1,331,000 in revenue from two full-scale demonstrations and a mobile bench-scale demonstration during 2025[251] - The company has secured additional contracts for Waste Destruction Services and made technological advances to meet customer demands as of 2026[247] - The company expects to scale AirSCWO systems to handle larger capacities and expand Waste Destruction Services hubs in 2026[248] - The company has established a Waste Destruction Services hub at the City of Orlando's Iron Bridge Water Reclamation Facility[245] Market Value and Financing - The aggregate market value of the company's outstanding common stock held by non-affiliates was approximately $39,144,000 as of March 25, 2026[266] - The company issued convertible notes in March 2026, raising $800,000 with a 10% interest rate and a conversion rate of $5.00 per share[259]

Financial Proceeds and Structure - The company completed its initial public offering on May 27, 2025, raising gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit[22]. - An additional $6.6 million was generated from the sale of 660,000 private placement units at the same price, bringing total gross proceeds to $236.6 million[22]. - The funds available for a business combination initially amount to $220.8 million, assuming no redemptions and after payment of up to $9.2 million in deferred underwriting fees[35]. - The company may seek to raise additional funds through a private offering of debt or equity securities to complete its initial business combination, potentially exceeding the net proceeds from its initial public offering[39]. - The anticipated cash consideration for the initial business combination may impose a minimum cash requirement for working capital or other corporate purposes[52]. - Public shareholders will have the opportunity to redeem their Class A ordinary shares at a per-share price initially anticipated to be $10.00, based on the amount in the trust account[51]. - The per-share redemption amount upon dissolution is expected to be approximately $10.00, but actual amounts may be less due to creditor claims[71]. - The company will redeem all public shares at a price equal to the aggregate amount in the trust account if the initial business combination fails, which is initially anticipated to be $10.00 per share[79]. - The company may incur substantial debt to complete a business combination, which could adversely affect its financial condition and shareholder value[170]. - The company may only complete one business combination with the proceeds from the initial public offering and private placement units, leading to a lack of diversification[171]. Business Combination Strategy - The management team aims to focus on target businesses in the technology, media, and telecommunications (TMT) sectors, leveraging their operational and investment expertise[38]. - The company has not yet selected a specific target business for its initial business combination, maintaining flexibility in its search[38]. - The acquisition process will involve a thorough due diligence review, including meetings with management, document reviews, and financial assessments[25]. - The company plans to focus its search for an initial business combination in a single industry, which may expose it to risks associated with a lack of diversification[44]. - The company has identified general criteria for evaluating prospective target businesses, but may enter into combinations with targets that do not meet these criteria, potentially affecting success[155]. - The company is not required to obtain an independent valuation opinion for the target business, relying instead on the judgment of its board of directors[156]. - The company may engage in business combinations with entities affiliated with its sponsor or directors, which could raise potential conflicts of interest[165]. - The company has not selected a specific business combination target but intends to target businesses with enterprise values greater than the net proceeds from its initial public offering and private placement units[181]. Shareholder Rights and Redemption - Public shareholders will be restricted from seeking redemption rights for more than 20% of the shares sold in the initial public offering without prior consent, aimed at preventing large block accumulations[65]. - The company will provide redemption rights to public shareholders regardless of their voting decision on the initial business combination[51]. - The decision to seek shareholder approval for the business combination will be made at the company's discretion based on various factors, including timing and costs[50]. - If the initial business combination is not completed, public shareholders may only receive their pro rata portion of the funds in the trust account, and Share Rights may expire worthless[164]. - If too many public shareholders exercise their redemption rights, the company may not meet cash requirements for business combinations, making it difficult to proceed[99]. - The company is obligated to offer public shareholders the right to redeem their shares for cash at the time of the initial business combination, which may reduce available resources for the acquisition[120]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company" and a "smaller reporting company," allowing it to take advantage of reduced disclosure obligations[31][33]. - The SEC adopted new SPAC Rules on January 24, 2024, requiring additional disclosures related to business combination transactions and potential conflicts of interest[132]. - Compliance with the SPAC Rules may increase costs and time needed to negotiate and complete an initial business combination[134]. - The company must ensure that it is primarily engaged in a business other than investing to avoid being classified as an investment company[136]. - The company may face additional regulatory burdens if deemed subject to the Investment Company Act, which could hinder its ability to complete a business combination[140]. - Regulatory review and approval requirements, such as those from CFIUS, may delay or prohibit the completion of the initial business combination[187]. Operational Risks and Management - The company is a blank check company with no operating history and no revenues, which poses a high degree of investment risk[93]. - The management team has extensive experience in identifying and executing strategic investments globally across various sectors[152]. - The company is dependent on a small group of individuals, particularly its officers and directors, for its operations[217]. - The success of the company relies on the continued service of its officers and directors until the completion of its initial business combination[217]. - There are no employment agreements or key-man insurance for any of the directors or officers, increasing operational risk[217]. - The unexpected loss of any director or officer could have a detrimental effect on the company[217]. - Officers and directors are not required to commit a specified amount of time to the company's affairs, leading to potential conflicts of interest[217]. Market and Competitive Landscape - The competitive landscape for special purpose acquisition companies (SPACs) may impact the availability and terms of attractive acquisition opportunities[27]. - The company faces competition from other entities, including special purpose acquisition companies and private equity groups, which may limit its ability to acquire larger target businesses due to available financial resources[80]. - The company may face challenges in finding a suitable target business due to general market conditions and competition from other entities with similar business objectives[119]. - The competition for attractive targets may increase, potentially raising the costs of initial business combinations and complicating the process[192]. Financial and Economic Considerations - The company may face adverse tax consequences if deemed a passive foreign investment company (PFIC) under U.S. federal income tax laws[94]. - Military conflicts and geopolitical conditions may adversely affect the company's search for business combinations and the operations of potential targets[94]. - Economic and political conditions in the country of operations may significantly impact business prospects and profitability[216]. - Exchange rate fluctuations could adversely affect the financial condition and attractiveness of target businesses[215]. - The company may face significant write-downs or write-offs post-business combination, potentially impacting financial condition and securities value[196]. - Tax obligations may become more complex and burdensome post-business combination, potentially impacting shareholder returns[203]. Trust Account and Financial Management - The trust account will initially hold funds in U.S. government treasury obligations with a maturity of 185 days or less, or in money market funds that meet specific conditions under Rule 2a-7 of the Investment Company Act[138]. - The company may liquidate investments in the trust account to mitigate the risk of being classified as an investment company, which could result in lower interest earnings[141]. - If the trust account proceeds are reduced below $10.00 per public share due to creditor claims, the company cannot assure that it will be able to return that amount to shareholders[73]. - The company believes its working capital will be sufficient to operate for the duration of the completion window, but cannot assure the accuracy of this estimate[122].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Cal Redwood Acquisition Corp. (Exact name of registrant as specified in its charter) | Cayman Islands | 001-42665 | N/A | | --- | --- | --- | | (State or other jurisdictio ...

Business Transformation and Strategy - The company is undergoing a strategic transformation from Bitcoin Mining to HPC Infrastructure, which may not be successful [39] - The company has a limited operating history and a history of operating losses, making it difficult to evaluate its business and prospects [39] - The rapidly evolving regulatory landscape surrounding HPC, AI, and Bitcoin Mining may negatively impact the company's expansion efforts [43] Financial Risks and Performance - The high volatility of Bitcoin prices has significantly affected the profitability of the company's operations [43] - The company anticipates that future capital needs may not be met on acceptable terms, posing a risk to its operations [43] - The company has no current intention of paying cash dividends on its common shares [43] - The market price of the company's common shares has fluctuated significantly and may continue to do so [43] Supply Chain and Customer Dependence - The company relies on a limited number of third-party suppliers and manufacturers, exposing it to supply chain disruptions and trade risks [39] - The company is dependent on significant customers for its HPC data centers, with risks of customer default or late payments [43] Competition - The company faces intense competition from other Bitcoin Mining companies and established HPC data center operators [39]

Business Strategy and Operations - AgEagle has transitioned from manufacturing fixed-wing farm drones to offering a full-stack drone solution, acquiring three market-leading companies in 2021 to enhance its UAS capabilities[20] - The company is focused on evaluating merger and acquisition opportunities to expand its product offerings and improve its cost structure[22] - AgEagle plans to relocate its headquarters to Allen, Texas in 2026, enhancing its operational capabilities[23] - The company plans to establish a new manufacturing facility in Texas, expected to begin operations in 2026, to capitalize on the demand for "Made in America" drones[39] - The company intends to consider additional strategic transactions, including acquisitions, joint ventures, or investments to expand or complement its current business[137] - Future acquisitions may involve substantial investments, which could dilute existing shareholders' interests or lead to increased debt[138] - The company faces challenges in generating sufficient revenue to achieve sustainable profitability and maintaining market share[114] Product Development and Technology - The eBee line of drones has logged over 500,000 flight hours and completed more than one million successful missions, demonstrating significant operational experience[28] - The eBee TAC was the first drone approved for the U.S. Department of War's Blue UAS Cleared List, allowing for immediate procurement by U.S. government agencies[28] - The eBee X can achieve a flight time of up to 90 minutes and cover up to 500 hectares in a single flight, making it suitable for BVLOS operations[30] - AgEagle's eBee VISION has been successfully tested by European Armed Forces, leading to multiple orders for prototypes in late 2023[32] - The Altum-PT sensor, introduced in early 2022, offers twice the spatial resolution of its predecessor, enabling deeper analytical capabilities and broader applications in agriculture[38] - AgEagle's RedEdge-P sensor, launched in early 2022, provides three times the capture speed and twice the spatial resolution of the RedEdge-MX, enhancing data collection efficiency for agricultural and forestry applications[41] - AgEagle's eBee X series drones are the first to comply with Category 3 of the FAA's Operations of Small Uncrewed Aerial Systems Over People rules, facilitating broader commercial applications[50] - AgEagle's new RedEdge-P™ dual sensor was released in May 2023, enhancing analytical capabilities for environmental monitoring and vegetation analysis[208] Financial Performance - Total revenue for 2025 was $12,811,082, a decrease from $13,392,777 in 2024, with drone revenue increasing to $7,857,059 from $6,410,305[55] - As of December 31, 2025, the company reported an accumulated deficit of approximately $231.2 million, with a net loss of approximately $5.3 million for the year ended December 31, 2025, and a net loss of $35.0 million for the year ended December 31, 2024[78] - The company expects to incur significant additional operating expenses as it continues to invest in its business strategy and growth[78] - The company will require additional funding to support ongoing research and development activities and the commercialization of existing and new products[79] - The company has a history of operating losses and cannot guarantee when it will generate sufficient cash flows from operations[78] Market and Industry Trends - The global military drone market is projected to grow from $24.25 billion in 2025 to $56.69 billion by 2033, with a CAGR of 11.20% during the forecast period[36] - The U.S. Department of Transportation plans to award $100 million in grants for drone use in critical infrastructure projects, supporting domestic drone manufacturers[35] - AgEagle aims to capture a significant share of the global drone market, particularly in agriculture, energy/utilities, infrastructure, and government/military sectors[204] - Global economic challenges, including rising inflation and supply-chain disruptions, pose risks to operational and financial performance, impacting the ability to manufacture drones and sensors[213] Compliance and Regulatory Environment - Regulatory approvals for UAV operations are uncertain, and public privacy concerns may restrict the expansion of drone solutions in commercial markets[136] - Compliance with the Foreign Corrupt Practices Act and other anti-bribery laws is critical, as violations could lead to severe penalties and disrupt business operations[152] Risks and Challenges - The company faces significant risks and uncertainties that could materially harm its business and financial condition if not addressed successfully[115] - Product development for UAV systems is costly and time-consuming, with significant investments required in research and development, which may not yield returns for several years[116] - Successful technical development does not guarantee commercialization, as market acceptance depends on demonstrating product capabilities and competition from established players[117] - The company competes with firms that have greater resources, which may allow them to offer superior products or more competitive pricing, potentially impacting the company's margins[118] - The company maintains cash deposits exceeding federally insured limits, which poses liquidity risks if financial institutions face adverse developments[127] - The company relies on subcontractors for performance, and failures in their obligations could compromise contract fulfillment and damage the company's reputation[128] Human Capital and Corporate Governance - As of March 31, 2026, the company employed 58 full-time employees and 1 part-time employee, emphasizing the importance of human capital[63] - The company maintains a focus on employee health and safety, adhering to established safety procedures and regulatory requirements[66] - The company relies heavily on senior management and key employees, and their loss could significantly harm business objectives and customer relationships[156] Shareholder and Market Information - The company does not intend to pay cash dividends, focusing instead on retaining earnings for business development[161] - The market price of the company's securities may be volatile, influenced by factors such as stock sales by executives and announcements related to product developments[159] - The Common Stock reached a high of $3.40 and a low of $0.75 per share during the fiscal year 2025[160] - The quarterly high and low closing sales prices for Common Stock in 2025 were $3.40 and $0.75, respectively[191] - As of March 31, 2026, there were approximately 294 individual shareholders of record for the Common Stock[191]

Transaction and Financial Implications - The Transaction Agreement with Lilly involves the acquisition of the entire issued share capital of the Company at a price of $38.00 per share, plus contingent value rights (CVRs) potentially worth up to $9.00 per share based on specified milestones[198]. - The Company may incur significant costs related to the Transaction, including approximately $63 million in termination fees under certain circumstances, which could adversely affect its financial condition if the Transaction is not completed[202]. - The completion of the Transaction is subject to customary closing conditions, including shareholder approval and regulatory clearances, which are beyond the Company's control[199]. - The announcement of the Transaction may create uncertainty and disrupt business operations, potentially affecting relationships with partners and stakeholders[201]. - The CVRs issued to shareholders may expire valueless if specified milestones are not achieved, limiting potential future benefits from the Transaction[207]. Operational and Personnel Challenges - As of December 31, 2025, the Company had 118 full-time equivalent employees, and future growth may require additional personnel across various functions, impacting management's focus on day-to-day operations[212]. - The Company may face challenges in attracting and retaining key personnel, which could hinder its ability to develop and commercialize product candidates[212]. - The company relies on a small team of 118 full-time equivalent employees across various geographies, which may limit operational capacity[217]. - The transition to a new CEO, effective January 1, 2026, is critical for executing the company's business strategy and may involve inherent risks[216]. Financial Position and Funding Needs - As of December 31, 2025, the company had cash, cash equivalents, and investments totaling $577.1 million, expected to fund operations into mid-2028[233]. - The company has incurred significant net losses since inception and does not anticipate generating revenue from product sales for several years, if ever[223][228]. - The company expects to incur significant expenses as it continues research and clinical development, with potential fluctuations in net losses from quarter to quarter[223][227]. - The company may need to seek additional funding sooner than planned due to uncertainties in capital consumption and operational needs[233]. - The company will seek additional funding through public or private equity offerings, debt financings, or a combination of these sources, with potential dilution for shareholders if equity securities are issued[237]. Product Development and Regulatory Risks - The Company faces risks related to the successful development of its product pipeline, which is critical for generating future revenue and maintaining its financial position[208]. - The company has three product candidates in clinical development, with the remainder in preclinical stages, emphasizing the need for regulatory approvals for commercialization[253]. - Delays in clinical trials due to various factors could significantly impact development timelines and costs, affecting the company's ability to bring products to market[253]. - The company may encounter delays in obtaining Investigational New Drug applications (INDs) or face suspensions of clinical trials due to safety concerns or regulatory issues[258]. - The company has limited experience in managing clinical trials necessary for regulatory approvals, which typically take many years[279]. Intellectual Property and Legal Challenges - The company faces risks related to intellectual property, including the need to obtain licenses from third parties, which could harm business if not secured on reasonable terms[336]. - The patent prosecution process is expensive and time-consuming, and failure to file necessary applications could hinder the ability to secure patent protection[342]. - The company may face challenges regarding the validity and enforceability of its patents, which could adversely affect its ability to commercialize product candidates[357]. - Legal proceedings to enforce patents could lead to counterclaims of invalidity, which are common in patent litigation and could result in loss of patent protection[358]. - The company may incur significant expenses from intellectual property claims, which could harm its financial condition and operational results[362]. Market and Competitive Environment - The company faces significant competition in a rapidly changing technological environment, which may adversely affect its ability to market or commercialize product candidates[289]. - Competitors may develop therapies that are safer, more effective, or less expensive, potentially limiting the company's market opportunities[291]. - Market opportunities for future oncology products may be limited, as they target patients ineligible for or who have failed prior treatments[311]. - Estimates of patient populations for future oncology products may be inaccurate, potentially leading to lower than expected eligible patients[312]. Manufacturing and Supply Chain Risks - Manufacturing processes are complex and subject to disruptions, which could materially impact development and commercialization[323]. - The company relies on third-party manufacturers for product candidates, exposing it to risks such as supply chain shortages and quality control issues[328]. - Problems in the supply chain or manufacturing processes could restrict the ability to meet future market demand for products[327]. - Legislative proposals in the U.S. could negatively impact funding for biotechnology providers, potentially causing supply chain disruptions[332].

Financial Performance - DSS, Inc. reported year-over-year revenue growth and increased printed product sales within the Product Packaging segment for Q1 2025[19]. - Total revenue for the year ended December 31, 2025, increased by 9% to approximately $20.8 million compared to $19.1 million in 2024[134]. - Revenue from printed products rose by approximately 12% to $18.1 million, driven by new and existing customer orders[134]. - Commercial lending revenue fell by approximately 80% to $45,000, attributed to loans going on non-accrual[134]. - Total costs and expenses decreased by 43% to $35.2 million from $61.7 million in 2024[135]. - Interest income decreased by 92% year-over-year to $19,000 in 2025, primarily due to several notes being put on non-accrual as borrowers showed inability to pay timely[145]. - The loss on investments was $807,000 in 2025, a significant decline compared to a gain of $224,000 in 2024, primarily due to the performance of True Partners Capital Holdings Limited[150]. - Net cash used by operating activities was approximately $9.1 million in 2025, compared to $8.8 million in 2024, reflecting a decrease in net loss adjustments[157]. - Net cash provided by investing activities increased to approximately $18.1 million in 2025 from $12.1 million in 2024, including $15.7 million from real estate sales[158]. - Net cash used by financing activities was approximately $14.1 million in 2025, primarily due to payments toward long-term debt[159]. Strategic Initiatives - DSS aims to reduce costs by 15-20% in the upcoming fiscal year to improve profitability and strengthen its financial position[23]. - The Company is strategically expanding key business units, such as Premier Packaging, to drive growth and contribute to long-term revenue generation[22]. - DSS is committed to exploring untapped markets to create scalable and recurring revenue streams across multiple sectors[23]. - The Company is focusing on advancing research and development in emerging sectors, such as biomedical technologies and sustainable packaging[23]. - The Company is implementing metrics-driven accountability systems across all business units to ensure consistent execution of high-priority opportunities[23]. Intellectual Property and Innovation - Impact BioMedical announced the issuance of a U.S. patent related to its 3F™ intellectual property portfolio, expanding its patent protection[21]. - DSS holds nine issued patents and over forty pending patents worldwide, with expiration dates ranging from 2029 to 2040, enhancing its competitive position[48]. - Key products in development include LineBacker for various diseases, Equivir for antiviral treatments, and Laetose, a sugar alternative believed to lower glycemic index by 30%[46]. - The company plans to develop additional new inventions and intellectual property, which will require significant capital and time, with risks of not yielding viable results[88]. - Patent application delays could hinder revenue recognition from internally generated patents and may result in missed licensing opportunities[91]. Market and Customer Concentration - As of December 31, 2025, one customer accounted for approximately 29% of consolidated revenue, indicating a significant reliance on key clients[58]. - The company reported that five customers accounted for 19%, 18%, 13%, 12%, and 11% of its trade accounts receivable balance as of December 31, 2025, highlighting customer concentration risk[73]. - The company emphasizes sustainability in its packaging operations, working closely with suppliers to meet rigorous sustainability standards[60]. Financial Health and Risks - The company has outstanding indebtedness totaling approximately $37.0 million under the LifeCare Agreement, which is currently in default[72]. - The company faces risks related to intellectual property infringement, which could result in costly litigation and negatively affect financial condition[74]. - Future business expansion may strain management and financial resources, requiring additional controls and personnel[83]. - The company is subject to unique risks in its investments in Asia, including regulatory changes and trade restrictions, which could adversely affect earnings[82]. - The company has identified weaknesses in its internal control over financial reporting, which may lead to errors in financial statements and potential restatements, impacting investor confidence and stock price[86]. - The company incurred significant marketing and development costs for bio-health related products, with no assurance of commercial acceptance impacting financial results[76]. Operational Overview - The Company completed the sale of its Plano, Texas facility for $9.5 million, using a portion of the proceeds to reduce outstanding debt[19]. - The Company received FINRA approval for Sentinel Brokers Company to act as an underwriter for corporate securities offerings, including IPOs[18]. - The Company reported four operating segments for 2025, focusing on innovation and diversification, with Premier Packaging and Commercial Lending adapting to market demands[42]. - The Securities and Investment Management segment is a key growth pillar, expanding into real estate investment, digital securities, and wealth management solutions[42]. - Premier Packaging provides custom packaging services across various industries, including pharmaceuticals and consumer goods, and is involved in security printing and brand protection technologies[42]. - American Pacific Financial, the commercial lending arm, focuses on providing commercial loans and acquiring equity positions in undervalued financial entities across the U.S. and Asia[43]. - The Biotechnology segment is dedicated to addressing urgent medical needs, with ongoing research in drug discovery for neurological, oncology, and immuno-related diseases[44]. Compliance and Governance - The Company has been audited by Grassi & Co., CPAs, P.C. from 2022 to 2025, ensuring compliance with PCAOB standards[210]. - The Company’s financial statements for the year ended December 31, 2024, present fairly its financial position in conformity with GAAP[199]. - The valuation of real estate properties is a critical audit matter due to the complexity of valuation models and sensitivity to key assumptions[205]. - The Company is subject to numerous laws and regulations, and changes in these could significantly increase compliance costs[92]. Employee Relations - DSS has 102 employees as of December 31, 2025, and maintains good relations with its workforce, which is not covered by collective bargaining agreements[66].

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regu ...

Financial Performance - Alpha Modus reported royalty revenue of $7,138 for the year ended December 31, 2025, compared to $0 in 2024[305]. - The company experienced a net loss of $8,021,235 for the year ended December 31, 2025, a decline from a net income of $4,103,067 in 2024[308]. - Total other expenses for 2025 amounted to $2,777,047, including $3,981,641 in interest expense, contrasting with total other income of $4,938,162 in 2024[307]. Operating Expenses - Operating expenses increased significantly to $5,251,326 in 2025 from $834,895 in 2024, primarily due to higher professional fees and consulting costs[306]. - Cash used in operations was $3,210,182 for the year ended December 31, 2025, compared to $1,676,499 in 2024[310]. Cash Reserves and Financing - As of December 31, 2025, Alpha Modus had cash reserves of $68,000 and indicated a need to raise at least $2,500,000 to support ongoing operations[309]. - The company had net cash provided by financing activities of $2,550,418 in 2025, slightly down from $2,664,610 in 2024[311]. Strategic Plans - Alpha Modus plans to enhance consumer in-store experiences through data-driven technologies, including smart planograms and inventory management solutions[298]. - The company is classified as an emerging growth company and intends to utilize the benefits of the JOBS Act for financial reporting[314]. Off-Balance Sheet Arrangements - Alpha Modus does not have any off-balance sheet arrangements that could materially affect its financial condition[304].