Insight Acquisition Corp. Files 8-K on Definitive Agreement

TL;DR

Insight Acquisition Corp. signed a big deal, check the 8-K.

AI Summary

Insight Acquisition Corp. entered into a material definitive agreement on October 23, 2024, related to its financial obligations. The company, incorporated in Delaware with its principal office in New York, is involved in patent ownership and leasing.

Why It Matters

This filing indicates a significant contractual development for Insight Acquisition Corp., potentially impacting its financial structure and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Players & Entities

• Insight Acquisition Corp. (company) — Registrant
• October 23, 2024 (date) — Date of Report
• 333 EAST 91ST STREET, NEW YORK, NY 10128 (location) — Business Address

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
• $2,890,000 — ote in the original principal amount of $2,890,000 (the " Note ") for a net purchase price
• $2,600,000 — e " Note ") for a net purchase price of $2,600,000 (after deducting an original issue disc
• $260,000 — deducting an original issue discount of $260,000, and payment of $30,000 for the Investo
• $30,000 — ue discount of $260,000, and payment of $30,000 for the Investor's legal, accounting, d
• $5,000,000 — ) the right to fund up to an additional $5,000,000 to the Company, with the Company's cons
• $20,000,000 — rangement with the Company for at least $20,000,000, through the date that is one year foll
• $10 million — ny's market capitalization is less than $10 million), and provided that (ii) the Note is no

Filing Documents

• ea0218449-8k425_insight.htm (8-K) — 59KB
• ea021844901ex10-1_insight.htm (EX-10.1) — 526KB
• 0001213900-24-089989.txt ( ) — 942KB
• inaq-20241023.xsd (EX-101.SCH) — 4KB
• inaq-20241023_def.xml (EX-101.DEF) — 27KB
• inaq-20241023_lab.xml (EX-101.LAB) — 37KB
• inaq-20241023_pre.xml (EX-101.PRE) — 25KB
• ea0218449-8k425_insight_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 23, 2024, Insight Acquisition Corp. (" Insight " or the " Company ") entered into a securities purchase agreement (the " SPA ") with Streeterville Capital, LLC (the " Investor "), an entity controlled by John M. Fife, pursuant to which the Company will sell, and the Investor will purchase, a secured convertible promissory note in the original principal amount of $2,890,000 (the " Note ") for a net purchase price of $2,600,000 (after deducting an original issue discount of $260,000, and payment of $30,000 for the Investor's legal, accounting, due diligence, asset monitoring, and other transaction expenses), which is anticipated to close on the date that the Company closes its business combination (the " Business Combination ") with Alpha Modus, Corp. (" Alpha Modus "). The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The SPA grants the Investor (i) the right to fund up to an additional $5,000,000 to the Company, with the Company's consent, through the date that is six months following repayment of the Note in full (the " Reinvestment Right "), and (ii) the exclusive right, on customary market terms, to enter into an equity line of credit or other similar financing arrangement with the Company for at least $20,000,000, through the date that is one year following the Purchase Price Date (defined below). Pursuant the SPA, Alpha Modus is required to guarantee all of the Company's obligations under the Note and related transaction documents pursuant to a guaranty agreement (the " Guaranty "), and the Note will also be secured by security agreements (the " Security Agreements ") by and between the Investor and both the Company and Alpha Modus, granting the Investor first priority security interests in all assets of the Company, as well as all assets of Alpha Modus, including all of Alpha Modus' intellectual property (and including Alpha

03. Creation of a Direct Financial

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.

01. Other Information

Item 8.01. Other Information. The Company's special meeting of stockholders (the " Special Meeting ") for the purpose of approving the proposals set forth in the Company's definitive proxy to be held on Tuesday, October 29, 2024, at 11:00 a.m. In connection with the adjournment of the Special Meeting, stockholders of the Company may exercise their redemption rights up to and including Friday, October 25, 2024, at 5:00 p.m. Accordingly, all stockholders have until October 25, 2024, at 5:00 p.m. to redeem their shares and any stockholder who has previously tendered its shares for redemption and now decides that it does not want to redeem its shares may withdraw such redemption request. If you delivered your shares for redemption to the transfer agent and decide prior to the vote at the Special Meeting (scheduled for 11:00 a.m. Eastern time on October 29, 2024) not to redeem your public shares, you may request that the transfer agent return the shares (physically or electronically) to you. You may make such request by contacting the transfer agent at: Continental Stock Transfer & Trust Company 1 State Street Plaza, 30th Floor New York, New York 10004 Attn: SPAC Redemption Team e-mail: spacredemptions@continentalstock.com 2 The Company's stockholders will be able to attend the Special Meeting on October 29, 20204, at 11:00 a.m. via live webcast at https://cstproxy.com/insightacqcorp/sm2024. The Company plans to continue to solicit proxies from stockholders during the period prior to the Special Meeting. Only the holders of the Company's common stock as of the close of business on September 18, 2024, the record date for the Special Meeting, are entitled to vote at the Special Meeting. The date by which public stockholders may submit redemption requests for their public shares is October 25, 2024, at 5:00 p.m. Important Information A

Forward-Looking Statements

Forward-Looking Statements This press release includes "forward-looking 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 statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in 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 Business Combination, including due to failure to obtain appr

01. Financial

Item 9.01. Financial (c) Exhibits. The following exhibits are filed as part of, or incorporated by reference into, this Report. No. Description of Exhibit 10.1* Securities Purchase Agreement, dated October 23, 2024, by and between Insight Acquisition Corp. and Streeterville Capital, LLC 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. 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: October 23, 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