Insight Acquisition Corp. Files 8-K with Corporate Updates
Ticker: AMODW · Form: 8-K · Filed: Jun 7, 2024 · CIK: 1862463
Sentiment: neutral
Topics: corporate-governance, filing-update, shareholder-vote
Related Tickers: INAQ
TL;DR
Insight Acquisition Corp. filed an 8-K on June 5th, reporting corporate changes and shareholder votes.
AI Summary
Insight Acquisition Corp. /DE filed an 8-K on June 7, 2024, reporting events that occurred on June 5, 2024. The filing indicates changes related to its Articles of Incorporation or Bylaws, submission of matters to a vote of security holders, and other events. It also includes financial statements and exhibits.
Why It Matters
This filing signals potential changes in Insight Acquisition Corp.'s corporate structure or governance, which could impact its strategic direction and shareholder rights.
Risk Assessment
Risk Level: low — The filing is a routine corporate disclosure and does not immediately indicate significant financial distress or operational risk.
Key Players & Entities
- Insight Acquisition Corp. /DE (company) — Registrant
- 0001213900-24-050452 (filing_id) — Accession Number
- June 5, 2024 (date) — Date of earliest event reported
- June 7, 2024 (date) — Filing Date
FAQ
What specific amendments were made to Insight Acquisition Corp.'s Articles of Incorporation or Bylaws?
The filing indicates that amendments were made, but the specific details of these amendments are not provided in the provided text snippet.
What matters were submitted to a vote of Insight Acquisition Corp.'s security holders?
The filing states that matters were submitted to a vote, but the nature of these matters is not detailed in the provided text.
What are the 'Other Events' reported by Insight Acquisition Corp. on June 5, 2024?
The filing mentions 'Other Events' but does not specify what these events entail in the provided text.
When is Insight Acquisition Corp.'s fiscal year end?
Insight Acquisition Corp.'s fiscal year ends on December 31st.
What is the exercise price for Insight Acquisition Corp.'s redeemable warrants?
The exercise price for the redeemable warrants is $11.50 per share.
Filing Stats: 1,054 words · 4 min read · ~4 pages · Grade level 12.1 · Accepted 2024-06-06 18:27:33
Key Financial Figures
- $0.0001 — , LLC Class A Common Stock, par value $0.0001 per share INAQ The Nasdaq Stock Mar
- $11.50 — A Common Stock at an exercise price of $11.50 INAQW The Nasdaq Stock Market, LLC
- $20,000 — that the Company deposits the lesser of $20,000 and $0.02 for each outstanding share of
- $0.02 — pany deposits the lesser of $20,000 and $0.02 for each outstanding share of common st
- $10,381.60 — On June 6, 2026, the Company deposited $10,381.60 or $0.02 for each outstanding share of
Filing Documents
- ea0207473-8k_insight.htm (8-K) — 41KB
- ea020747301ex3-1_insight.htm (EX-3.1) — 12KB
- 0001213900-24-050452.txt ( ) — 283KB
- inaq-20240605.xsd (EX-101.SCH) — 4KB
- inaq-20240605_def.xml (EX-101.DEF) — 27KB
- inaq-20240605_lab.xml (EX-101.LAB) — 37KB
- inaq-20240605_pre.xml (EX-101.PRE) — 25KB
- ea0207473-8k_insight_htm.xml (XML) — 7KB
03. Amendments to Articles of Incorporation or Bylaws; Change
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As approved by its stockholders at the Special meeting of stockholders held on June 5, 2024 (the "Special Meeting"), Insight Acquisition Corp. (the "Company") filed a Third Amendment (the "Third Amendment") to its Amended and Restated Certificate of Incorporation (the "Charter") with the Delaware Secretary of State on June 6, 2024 to modify the terms and extend the date (the "Business Combination Period") by which the Company has to consummate an initial business combination (the "Business Combination") from June 7, 2024 to December 7, 2024, provided that the Company deposits the lesser of $20,000 and $0.02 for each outstanding share of common stock sold in the Company's initial public offering into the Trust Account, as defined in the Charter, for each one-month extension. The Third Amendment is filed as Exhibit 3.1 hereto and is incorporated by reference herein.
07. Submission of Matters to a Vote
Item 5.07. Submission of Matters to a Vote of Security Holders. On June 5, 2024, the Company held the Special Meeting. On May 13, 2024, the record date for the Special Meeting, there were 7,000,945 shares of common stock of the Company entitled to be voted at the Special Meeting, consisting of 6,100,945 shares of Class A common stock and 900,000 shares of Class B common stock voting together as a single class (the "common stock"). At the Special Meeting there were 5,801,997 shares of common stock of the Company or 82.87 % of which were represented in person or by proxy. Proposal No. 1. The Third Extension Amendment Proposal. A proposal to amend (the "Third Extension Amendment") the Company's amended and restated certificate of incorporation, as amended (the "Charter"), to extend the date by which the Company has to consummate a business combination (the "Extension") for up to six (6) additional one (1) month extensions or from June 7, 2024 up to December 7, 2024 (the "Extended Termination Date") in exchange for the Company depositing the lesser of $20,000 and $0.02 for each outstanding share of common stock sold in the Company's initial public offering into the Trust Account, as defined in the Charter, for each one-month extension. Adoption of the Third Extension Amendment Proposal required approval by the affirmative vote of at least 65% of the Company's outstanding shares of common stock. The voting results were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 5,741,997 60,000 0 0 The Third Extension Amendment Proposal was approved by the Company's stockholders holding 5,741,997 shares or approximately 82.02% of the outstanding shares of common stock of the Company. 1
01. Other Events
Item 8.01. Other Events. In connection with the stockholders' vote at the Special Meeting on June 5, 2024, 481,865 shares were tendered for redemption. On June 6, 2026, the Company deposited $10,381.60 or $0.02 for each outstanding share of common stock sold in the Company's initial public offering into the Trust Account to extend the Business Combination Period from June 7, 2024 to July 7, 2024. No Offer or Solicitation This Current Report on Form 8-K is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of an initial business combination or PIPE financing and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. EXHIBIT NO. DESCRIPTION 3.1 Third Amendment to the Amended and Restated Certificate of Incorporation of Insight Acquisition Corp., dated June 6, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: June 6, 2024 INSIGHT ACQUISITION CORP. By: /s/ Michael Singer Name: Michael Singer Title: Executive Chairman and Chief Executive Officer 3