Insight Acquisition Corp. Enters Material Definitive Agreement

TL;DR

Insight Acquisition Corp. signed a big deal, creating new financial obligations.

AI Summary

Insight Acquisition Corp. announced on December 12, 2024, that it has entered into a material definitive agreement. This agreement creates a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The filing also includes other events and financial statements/exhibits.

Why It Matters

This filing indicates a significant new agreement for Insight Acquisition Corp., which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks and uncertainties for a company.

Key Players & Entities

• Insight Acquisition Corp. (company) — Registrant
• December 12, 2024 (date) — Date of Report

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
• $4 — or price on the Conversion Price is now $4.00, (ii) if the closing bid price of Co

Filing Documents

• ea0224614-8k425_insight.htm (8-K) — 40KB
• ea022461401ex10-1_insight.htm (EX-10.1) — 108KB
• ea022461401ex99-1_insight.htm (EX-99.1) — 24KB
• 0001213900-24-108352.txt ( ) — 422KB
• inaq-20241212.xsd (EX-101.SCH) — 4KB
• inaq-20241212_def.xml (EX-101.DEF) — 27KB
• inaq-20241212_lab.xml (EX-101.LAB) — 37KB
• inaq-20241212_pre.xml (EX-101.PRE) — 25KB
• ea0224614-8k425_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 ") disclosed that 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 "). See the Company's Current Report on Form 8-K filed on October 23, 2024. On December 12, 2024, the Company amended the SPA to provide for revised terms in the Note to be issued under the SPA (the "Amended SPA"). Specifically, the revised terms of the Note provide (i) that the floor price on the Conversion Price is now $4.00, (ii) if the closing bid price of Company's common stock is less than the floor price for ten consecutive trading days, the Company shall be obligated to commence repayment of the Note on 90 days following delivery of the purchase price for the Note (the " Purchase Price Date "), and (iii) the Investor shall not foreclose on the Company's assets for twelve months following the Purchase Price Date (the " Amended Note "). The foregoing description of the Amended SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended SPA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

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. On December 12, 2024, Polar Multi-Strategy Master Fund (" Polar "), one of the Company's investors and the holder of 1,000,000 shares of Alpha Modus, Corp. common stock, agreed to forfeit 850,000 of its shares of Alpha Modus, Corp. common stock (such that at closing of the Company's business combination with Alpha Modus, Corp., Polar shall only be issued 150,000 shares of Company common stock). A copy of the forfeiture agreement between Polar and Alpha Modus Corp. is attached hereto as Exhibit 99.1. The foregoing description of the forfeiture agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the forfeiture agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. 1 No Offer or Solicitation This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed Business Combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

01. Financial Statements

Item 9.01. Financial Statements and Exhibits. (c) Exhibits. The following exhibits are filed as part of, or incorporated by reference into, this Report. No. Description of Exhibit 10.1* Amended SPA, dated December 12, 2024. 99.1* Forfeiture Agreement, dated December 12, 2024. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. 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: December 12, 2024 INSIGHT ACQUISITION CORP. By: /s/ Michael Singer Name: Michael Singer Title: Executive Chairman and Chief Executive Officer 3

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View this 8-K filing on SEC EDGAR