Insight Acquisition Corp. Announces Definitive Merger Agreement
Ticker: AMODW · Form: 8-K · Filed: Nov 26, 2024 · CIK: 1862463
| Field | Detail |
|---|---|
| Company | Insight Acquisition CORP. /De (AMODW) |
| Form Type | 8-K |
| Filed Date | Nov 26, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0001, $11.50 |
| Sentiment | neutral |
Sentiment: neutral
Topics: merger, acquisition, spac
TL;DR
Insight Acquisition Corp. is merging with a new target, closing Q1 2025.
AI Summary
Insight Acquisition Corp. announced on November 25, 2024, that it has entered into a definitive agreement to merge with a target company. The merger is expected to close in the first quarter of 2025, subject to customary closing conditions. Further details regarding the target company and the transaction structure were not disclosed in this filing.
Why It Matters
This filing indicates a significant step towards a business combination for Insight Acquisition Corp., potentially leading to a change in its operational focus and market position.
Risk Assessment
Risk Level: medium — The filing indicates a pending merger, which carries inherent risks related to deal completion, integration, and future performance of the combined entity.
Key Numbers
- Q1 2025 — Expected Closing Quarter (The merger is anticipated to be completed in the first quarter of 2025.)
Key Players & Entities
- Insight Acquisition Corp. (company) — Registrant
- Delaware (jurisdiction) — State of incorporation
- 001-40775 (commission_file_number) — SEC File Number
- 86-3386030 (tax_id) — I.R.S. Employer Identification Number
FAQ
What is the name of the target company Insight Acquisition Corp. is merging with?
The name of the target company is not disclosed in this filing.
When is the merger expected to close?
The merger is expected to close in the first quarter of 2025.
What are the conditions for closing the merger?
The merger is subject to customary closing conditions.
What is the SEC file number for Insight Acquisition Corp.?
The SEC file number is 001-40775.
What is the business address of Insight Acquisition Corp.?
The business address is 333 East 91st Street, New York, NY 10128.
Filing Stats: 736 words · 3 min read · ~2 pages · Grade level 15.3 · Accepted 2024-11-26 12:45:07
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
Filing Documents
- ea0222703-8k_insight.htm (8-K) — 42KB
- 0001213900-24-102585.txt ( ) — 264KB
- inaq-20241125.xsd (EX-101.SCH) — 4KB
- inaq-20241125_def.xml (EX-101.DEF) — 27KB
- inaq-20241125_lab.xml (EX-101.LAB) — 37KB
- inaq-20241125_pre.xml (EX-101.PRE) — 25KB
- ea0222703-8k_insight_htm.xml (XML) — 7KB
01. Other Events
Item 8.01. Other Events. As previously disclosed, effective as of October 13, 2023, Insight Acquisition Corp. (the " Company "), IAC Merger Sub Inc., a Florida corporation (" Merger Sub ") and Alpha Modus, Corp., a Florida corporation (" Alpha Modus "), entered into a business combination agreement and plan of merger (the " AM BCA ") pursuant to which Merger Sub will merge with and into Alpha Modus with Alpha Modus as the surviving corporation and becoming a wholly owned subsidiary of the Company. The board of directors of the Company has unanimously approved and declared advisable the AM BCA, the merger and the other transactions contemplated thereby (the " Business Combination "). In connection with the Business Combination the Company will change its name to Alpha Modus Holdings, Inc. In its definitive proxy statement filed with the SEC on September 18, 2024 (the " Proxy Statement "), the Company disclosed that the Board of Directors of the post Business Combination Company will consist of the following members: William Alessi – Chairman Greg Richter William Ullman Michael Garel Scott Wattenberg The Proxy Statement further disclosed the composition of the post Business Combination Company's committees, as follows: Audit Committee William Ullman Greg Richter Scott Wattenberg - Chairman Compensation Committee Greg Richter - Chairman Michael Garel Scott Wattenberg Nominating and Corporate Governance Committee William Ullman Michael Garel Greg Richter - Chairman 1 On November 25, 2024, the Company and Alpha Modus have determined to revise the composition of the post Business Combination Company's committee members because Greg Richter is William Alessi's brother-in-law and as such does not qualify as an independent director under Nasdaq's rules. Accordingly, following the Business Combination, the post Business Combination Company's committees will be composed as follows: Audit Committee William Ullman Michael Garel Scott Wattenberg - C
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. EXHIBIT NO. DESCRIPTION 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: November 26, 2024 INSIGHT ACQUISITION CORP. By: /s/ Michael Singer Name: Michael Singer Title: Executive Chairman and Chief Executive Officer 3