Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Effective December 30, 2025, Alpha Modus Holdings, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with Alexander Haase-Dubosc (the "Investor"), pursuant to which the Company issued a convertible promissory note to the Investor in the original principal amount of $110,000 (the "Note") for a purchase price of $100,000 (the "Purchase Price"). 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.

The foregoing descriptions of the Securities Purchase Agreement and Note do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 2.03.