ALPHA MODUS HOLDINGS, INC.

Previous wording

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.

Current wording

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. As of September 30, 2025, the Company hasn’t made any payments or assisted with any litigation funding under this agreement. Therefore, the Company doesn’t expect to receive any payments under the monetization agreement.

Previous wording

On July 15, 2025, the Company issued a promissory note to The Alessi 2023 Irrevocable Trust (the “Lender”), one of the family trusts of the Company’s CEO, William Alessi, in the original principal amount of $2,142,857.14, in consideration of $1,500,000 in funding received by the Company from the Lender 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.

Current wording

On July 15, 2025, the Company issued a promissory note to The Alessi 2023 Irrevocable Trust (the “Lender”), 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 Lender 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.

Previous wording

Alpha Modus had operating expenses of $1,148,810 for the three months ended June 30, 2025, compared to $120,553 for the three months ended June 30, 2024. The increase was primarily due to an increase in professional fees, insurance premiums, payroll expenses and investor relations expenses.

Current wording

Alpha Modus had operating expenses of $1,217,858 for the three months ended September 30, 2025, compared to $286,131 for the three months ended September 30, 2024. The increase was primarily due to an increase in professional fees, insurance premiums, payroll expenses and investor relations expenses.

Previous wording

Alpha Modus had total other expense of $1,638,252 for the three months ended June 30, 2025, $483,815 of which was interest expense, $581,842 of which was a loss in change in fair value of warrants liability, $12,633 of which was a gain of change in fair value of earnout shares liability and $598,324 of which was a loss on settlement of debt, as compared to total other expense of $66,484, $66,488 of which was interest expense during the three months ended June 30, 2024.

Current wording

Alpha Modus had total other expense of $3,041,741 for the three months ended September 30, 2025, $2,817,337 of which was interest expense, $319,983 of which was a loss in change in fair value of warrants liability, $579 of which was a gain of change in fair value of earnout shares liability and patent infringement income of $95,000, as compared to total other expense of $29,615, of which, $29,618 was interest expense during the three months ended September 30, 2024.

Previous wording

Alpha Modus 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 three months ended June 30, 2024. The increase in net loss during the three months ended June 30, 2025, as compared to the net loss during the three months ended June 30, 2024, was primarily due to the gain in change in fair value of earnout shares of $12,633, the loss in change in fair value of warrants liability of $581,842 and the loss on settlement of debt of $598,324 during the three months ended June 30, 2025, described above.

Current wording

Alpha Modus had a net loss of $4,259,599 for the three months ended September 30, 2025, compared to a net loss of $315,746 for the three months ended September 30, 2024. The increase in net loss during the three months ended September 30, 2025, as compared to the net loss during the three months ended September 30, 2024, was primarily due to the increase in interest expense of $2,787,719, gain in change in fair value of earnout shares of $579, the loss in change in fair value of warrants liability of $319,983 and the increase in operating expenses during the three months ended September 30, 2025, described above.

Previous wording

Alpha Modus had no revenue during the six months ended June 30, 2025 and 2024.

Current wording

Alpha Modus had no revenue during the nine months ended September 30, 2025 and 2024.

Previous wording

Alpha Modus had operating expenses of $2,508,011 for the six months ended June 30, 2025, compared to $311,464 for the six months ended June 30, 2024. The increase was primarily due to an increase in professional fees, insurance premiums, payroll expenses and investor relations expenses.

Current wording

Alpha Modus had operating expenses of $3,725,869 for the nine months ended September 30, 2025, compared to $597,595 for the nine months ended September 30, 2024. The increase was primarily due to an increase in professional fees, insurance premiums, payroll expenses and investor relations expenses.

Previous wording

Alpha Modus had total other expense of $587,132 for the six months ended June 30, 2025, $706,178 of which was interest expense, $347,647 of which was a loss in change in fair value of warrants liability, $1,051,915 of which was a gain of change in fair value of earnout shares liability and $598,324 in loss on settlement of debt, as compared to total other expense of $98,269, $98,274 of which was interest expense during the six months ended June 30, 2024.

Current wording

Alpha Modus had total other expense of $3,628,873 for the nine months ended September 30, 2025, $3,523,515 of which was interest expense, $667,630 of which was a loss in change in fair value of warrants liability, $1,052,494 of which was a gain of change in fair value of earnout shares liability, $598,324 in loss on settlement of debt and patent infringement income of $108,096 ($120,000 in settlement income less legal fees of $11,904), as compared to total other expense of $127,884, of which, $127,892 was interest expense during the nine months ended September 30, 2024.

Previous wording

Alpha Modus had a net loss of $3,095,143 for the six months ended June 30, 2025, compared to a net loss of $409,733 for the six months ended June 30, 2024. The increase in net loss during the six months ended June 30, 2025, as compared to the net loss during the six months ended June 30, 2024, was primarily due to the gain in change in fair value of earnout shares of $1,051,915, the loss in change in fair value of warrants liability of $347,647 and the loss on settlement of debt of $598,324 during the six months ended June 30, 2025, described above.

Current wording

Alpha Modus had a net loss of $7,354,742 for the nine months ended September 30, 2025, compared to a net loss of $725,479 for the nine months ended September 30, 2024. The increase in net loss during the nine months ended September 30, 2025, as compared to the net loss during the nine months ended September 30, 2024, was primarily due to the increase in interest expense of $3,395,623, gain in change in fair value of earnout shares of $1,052,494, the loss in change in fair value of warrants liability of $667,630 and the loss on settlement of debt of $598,324 during the nine months ended September 30, 2025, described above.

Previous wording

As of June 30, 2025, Alpha Modus had cash of $118,214. We do not have sufficient resources to effectuate our business. We expect to incur significant expenses during the next twelve months of operations, including as a result of becoming a public company. We estimate that these expenses will be comprised primarily of general expenses including overhead, legal and accounting fees. To maintain our plan of growth, we believe we will need to raise a minimum of an additional $2,500,000. These factors, along with the lack of current Company revenues, raise substantial doubts about Alpha Modus’ ability to continue as a going concern.

Current wording

As of September 30, 2025, Alpha Modus had cash of $75,705. We do not have sufficient resources to effectuate our business. We expect to incur significant expenses during the next twelve months of operations, including as a result of becoming a public company. We estimate that these expenses will be comprised primarily of general expenses including overhead, legal and accounting fees. To maintain our plan of growth, we believe we will need to raise a minimum of an additional $2,500,000. These factors, along with the lack of current Company revenues, raise substantial doubts about Alpha Modus’ ability to continue as a going concern.

Previous wording

Net cash used in operating activities was $1,115,337 for the six months ended June 30, 2025, compared to $283,216 for the six months ended June 30, 2024.

Current wording

Net cash used in operating activities was $2,055,673 for the nine months ended September 30, 2025, compared to $541,826 for the nine months ended September 30, 2024.

Previous wording

We had net cash used in investing activities for the six months ended June 30, 2025, of $7,500, compared to $0 for the six months ended June 30, 2024.

Current wording

We had net cash used in investing activities for the nine months ended September 30, 2025, of $8,050, compared to $0 for the nine months ended September 30, 2024.

Previous wording

We had net cash provided by financing activities for the six months ended June 30, 2025, of $505,237, compared to $401,028 for the six months ended June 30, 2024.

Current wording

We had net cash provided by financing activities for the nine months ended September 30, 2025, of $1,403,614, compared to $501,028 for the nine months ended September 30, 2024.