Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On July 15, 2025, Alpha Modus Holdings, Inc. (the "Company") issued a Promissory Note (the "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 Class A common stock of the Company at the election of the holder at a $5.00 per share conversion price.

The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 10.1 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.