Insight Acquisition Corp. Files 8-K

TL;DR

Insight Acquisition Corp. filed an 8-K on 6/20/24, signaling a material event.

AI Summary

Insight Acquisition Corp. entered into a Material Definitive Agreement on June 20, 2024. The filing also includes other events and financial statements/exhibits. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates a significant event or agreement for Insight Acquisition Corp., which could impact its business operations and stock value.

Risk Assessment

Risk Level: medium — 8-K filings often signal significant corporate events that can introduce volatility and uncertainty.

Key Numbers

• 001-40775 — SEC File Number (Identifier for the company's filings)
• 86-3386030 — IRS Number (Company's tax identification number)

Key Players & Entities

• Insight Acquisition Corp. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• June 20, 2024 (date) — Date of earliest event reported

FAQ

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
• $5.4 million — ch Cantor agreed to irrevocably forfeit $5.4 million of the deferred underwriting discount o
• $8.4 million — f the deferred underwriting discount of $8.4 million that it was previously entitled to rece
• $3.0 million — other IPO Underwriters. Such remaining $3.0 million of deferred underwriting discount was t
• $2.6 million — ich Odeon agreed to irrevocably forfeit $2.6 million of the deferred underwriting discount o
• $3.6 million — f the deferred underwriting discount of $3.6 million that Odeon was previously entitled to r
• $1.0 million — he Business Combination. Such remaining $1.0 million of deferred underwriting discount was t
• $1,000,000 — er Fund (" Polar "), up to a maximum of $1,000,000, and the indebtedness of Janbella Group
• $1.00 — unt of indebtedness paid off divided by $1.00; (v) requires the combined company to i
• $10,000 — ny agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial
• $30,000 — 023, the Company incurred approximately $30,000 and $30,000, respectively, under the Sp
• $190,000 — f March 31, 2024 and December 31, 2023, $190,000 and $160,000 were included in due to re
• $160,000 — 024 and December 31, 2023, $190,000 and $160,000 were included in due to related party o
• $15,000 — ctors also authorized payments of up to $15,000 per month, through the earlier of the c

Filing Documents

• ea0208089-8k_insight.htm (8-K) — 59KB
• ea020808901ex1-1_insight.htm (EX-1.1) — 38KB
• ea020808901ex1-2_insight.htm (EX-1.2) — 28KB
• ea020808901ex2-1_insight.htm (EX-2.1) — 56KB
• ea020808901ex10-1_insight.htm (EX-10.1) — 19KB
• 0001213900-24-055299.txt ( ) — 466KB
• inaq-20240620.xsd (EX-101.SCH) — 4KB
• inaq-20240620_def.xml (EX-101.DEF) — 27KB
• inaq-20240620_lab.xml (EX-101.LAB) — 37KB
• inaq-20240620_pre.xml (EX-101.PRE) — 25KB
• ea0208089-8k_insight_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Amendment to Underwriting Agreement In March 2023, Insight Acquisition Corp. (the " Company ") entered into a fee reduction agreement (the "Underwriting Agreement Amendment") relating to the underwriting agreement, dated September 1, 2021, by and between the Company and Cantor Fitzgerald and Co. (" Cantor "), the representative of the several underwriters listed on Schedule A thereto (the " IPO Underwriters "), pursuant to which Cantor agreed to irrevocably forfeit $5.4 million of the deferred underwriting discount of $8.4 million that it was previously entitled to receive at the closing of the business combination between the Company and Alpha Modus Corp. (the " Business Combination "). Such reduction was applicable only to Cantor, individually and not as representative for the other IPO Underwriters. Such remaining $3.0 million of deferred underwriting discount was to be payable in cash to Cantor at the closing of the Business Combination. On June 20, 2024, the Company entered an agreement with Cantor, pursuant to which Cantor agreed to accept 210,000 shares at the closing of the Business Combination in full satisfaction of the remaining $3.0 million of deferred underwriting discount that was payable in cash to Cantor at the closing of the Business Combination (the " Cantor Fee Modification Agreement "). The foregoing description of the Cantor Fee Modification Agreement is qualified in its entirety by reference to the full text of the Cantor Fee Modification Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K, and incorporated herein by reference. Also in March 2023, the Company entered into an agreement with Odeon Capital Group, LLC (" Odeon "), the other IPO Underwriter, pursuant to which Odeon agreed to irrevocably forfeit $2.6 million of the deferred underwriting discount of $3.6 million that Odeon was previously entitled to receive at the closing of the Business

01. Other Information

Item 8.01. Other Information. As previously disclosed, on September 1, 2021, the Company entered into an agreement with the Company's sponsor, Insight Acquisition Sponsor LLC (the " Sponsor "), pursuant to which the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to or incurred by members of the Company's management team until the earlier of the Company's consummation of a business combination and the Company's liquidation (the " Sponsor Payment Agreement "). For the period ended March 31, 2024 and 2023, the Company incurred approximately $30,000 and $30,000, respectively, under the Sponsor Payment Agreement in the consolidated statements of operations. As of March 31, 2024 and December 31, 2023, $190,000 and $160,000 were included in due to related party on the unaudited condensed consolidated balance sheets, respectively. The Board of Directors also authorized payments of up to $15,000 per month, through the earlier of the consummation of the Company's initial business combination or its liquidation, to members of the Company's management team for services rendered to the Company (the " Management Payment Agreement "). For the three months ended March 31, 2024 and 2023, the Company incurred approximately $45,000 and $45,000, respectively, under the Management Payment Agreement. As of March 31, 2024 and December 31, 2023, $270,000 and $225,000 were included in due to related party on the unaudited condensed consolidated balance sheets, respectively. On April 21, 2024, Jeff Gary, in connection with his departure as an officer and director of the Company, waived and forfeited any monies he was owed under the Sponsor Payment Agreement and/or Management Payment Agreement. On June 21, 2024, the Company, Sponsor and Michael Singer entered into a fee waiver agreement (the " Waiver Agreement ") pursuant to which the Sponsor and Michael Signer agreed that in exchange for Michael Singer's r

Forward-Looking Statements

Forward-Looking Statements This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Insight's and Alpha Modus' actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements, but are not the exclusive means of identifying these statements. These forward-looking statements include, without limitation, Insight's and Alpha Modus' expectations with respect to future performance and anticipated financial impacts of the proposed Business Combination, the satisfaction of the closing conditions to the proposed Business Combination, and the timing of the completion of the proposed Business Combination. These forward-looking the forward-looking statements. Most of these factors are outside Insight's and Alpha Modus' control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the business combination agreement between Insight and Alpha Modus (the "BCA"); (2) the outcome of any legal proceedings that may be instituted against Insight and Alpha Modus following the announcement of the BCA and the transactions contemplated therein; (3) the inability to complete the proposed the proposed Business Combination, including due to failure t

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. EXHIBIT NO. DESCRIPTION 1.1 Fee Modification Agreement, dated June 20, 2024, between Insight Acquisition Corp and Cantor Fitzgerald & Co. 1.2 Settlement Agreement, dated June 20, 2024, between Insight Acquisition Corp and Odeon Capital Group, LLC. 2.1 First Amendment to the Business Combination Agreement, dated as of June 21, 2024, by and among Insight Acquisition Corp., IAC Merger Sub Inc. and Alpha Modus, Corp. 10.1 Fee Waiver Agreement, dated June 21, 2024 among Insight Acquisition Corp., Insight Acquisition Sponsor LLC and Michael Signer. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4

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 24, 2024 INSIGHT ACQUISITION CORP. By: /s/ Michael Singer Name: Michael Singer Title: Executive Chairman and Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR