Basic Stats
| CIK | 1862463 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Insight Acquisition Corp. - Equity Warrant
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| August 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement ALPHA MODUS HOLDINGS, INC. |
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| August 20, 2025 |
PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated February 14, 2025) Alpha Modus Holdings, Inc. Filed Pursuant to Rule 424(b)(3) Registration No. 333-284810 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated February 14, 2025) Alpha Modus Holdings, Inc. This prospectus supplement updates and supplements the prospectus dated February 14, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-284810). This prospectus supplement is being filed to update and |
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| August 15, 2025 |
Exhibit 10.1 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this “Agreement”), dated effective as of August 14, 2025, is entered into by and between Alpha Modus Holdings, Inc. (the “Company”), and The Alessi 2023 Irrevocable Trust (the “Stockholder”). 1. Exchange. In consideration of the return and cancellation of 4,300,000 shares of Series C Preferred Stock by the Stockholder, the Company shall issu |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2025 ALPHA MODUS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commiss |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement ALPHA MODUS HOLDINGS, INC. |
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| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40775 ALPHA MODUS H |
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| July 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 16, 2025 ALPHA MODUS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commissio |
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| July 23, 2025 |
Exhibit 10.1 INTELLECTUAL PROPERTY LICENSE AGREEMENT This License and Services Agreement (the “Agreement”) is effective as of the latest date signed (the “Effective Date”), by and between CashXAI, Inc., a Delaware corporation and CashX, LLC, a Tennessee corporation (collectively, “CashX” or “CashX”) and Alpha Modus Holdings, Inc., a Delaware corporation (herein “AMC” or “AMC”), and CashX and AMC s |
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| July 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 15, 2025 ALPHA MODUS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commissio |
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| July 17, 2025 |
Exhibit 10.1 NEITHER THIS SECURITY NOR THE SECURITIES TO BE ISSUED PURSUANT TO THIS AGREEMENT HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO |
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| July 15, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2025 ALPHA MODUS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commissio |
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| July 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2025 ALPHA MODUS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commissio |
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| July 15, 2025 |
PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated February 14, 2025) Alpha Modus Holdings, Inc. Filed Pursuant to Rule 424(b)(3) Registration No. 333-284810 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated February 14, 2025) Alpha Modus Holdings, Inc. This prospectus supplement updates and supplements the prospectus dated February 14, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-284810). This prospectus supplement is being filed to update and |
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| July 15, 2025 |
PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 27, 2025) Alpha Modus Holdings, Inc. Filed Pursuant to Rule 424(b)(3) Registration No. 333-287110 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 27, 2025) Alpha Modus Holdings, Inc. This prospectus supplement updates and supplements the prospectus dated May 27, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-287110). This prospectus supplement is being filed to update and supplemen |
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| July 15, 2025 |
Exhibit 10.1 AMENDED EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of July 1, 2025 (the “Effective Date”) by and between Alpha Modus Holdings, Inc., a Delaware corporation (the “Company”) and Rodney Sperry (the “Employee”). RECITALS A. The Company desires to obtain the services of Employee under the terms and conditions set forth in this Agreement. B. Employe |
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| June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement ALPHA MODUS HOLDINGS, INC. |
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| May 30, 2025 |
Exhibit 10.1 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this “Agreement”), dated effective as of May 27, 2025, is entered into by and between Alpha Modus Holdings, Inc. (the “Company”), and The WRA 2023 Irrevocable Trust, The Janet Alessi 2023 Irrevocable Trust, The Isabella Alessi 2023 Irrevocable Trust, and The Kim Alessi Richter Irrevocable Trust (collectively the “Stockholders”). 1.Exchange. |
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| May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 27, 2025 ALPHA MODUS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commission |
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| May 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement ALPHA MODUS HOLDINGS, INC. |
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| May 27, 2025 |
ALPHA MODUS HOLDINGS, INC. 4,250,000 Shares of Common Stock File Pursuant to Rule 424(b)(3) Registration No. 333-287110 PROSPECTUS ALPHA MODUS HOLDINGS, INC. 4,250,000 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the Selling Securityholder (as hereinafter defined) of up to 4,250,000 shares of Alpha Modus Holdings, Inc. (“Alpha Modus” or the “Company”) Class A common stock, par value $0.0001 per share (“common st |
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| May 21, 2025 |
VIA EDGAR May 21, 2025 Attn: Isabel Rivera United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 20, 2025 |
As filed with the Securities and Exchange Commission on May 19, 2025 As filed with the Securities and Exchange Commission on May 19, 2025 Registration No. |
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| May 16, 2025 |
PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated February 14, 2025) Alpha Modus Holdings, Inc. Filed Pursuant to Rule 424(b)(3) Registration No. 333-284810 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated February 14, 2025) Alpha Modus Holdings, Inc. This prospectus supplement updates and supplements the prospectus dated February 14, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-284810). This prospectus supplement is being filed to update and |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40775 ALPHA MODUS |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2025 ALPHA MODUS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commission |
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| May 9, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Alpha Modus Holdings, Inc. |
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| May 9, 2025 |
As filed with the Securities and Exchange Commission on May 8, 2025 As filed with the Securities and Exchange Commission on May 8, 2025 Registration No. |
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| May 2, 2025 |
Exhibit 10.1 PATENT MONETIZATION AGREEMENT This PATENT MONETIZATION AGREEMENT (“Agreement”), dated effective as of April 28, 2025 (“Effective Date”), is entered into by and between Alpha Modus Holdings, Inc., a Delaware corporation (“AMH”) and Alpha Modus Ventures, LLC, a North Carolina limited liability company (“Owner”). Each of the parties to this Agreement shall be referred to herein individua |
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| May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2025 ALPHA MODUS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commissi |
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| May 2, 2025 |
PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated February 14, 2025) Alpha Modus Holdings, Inc. Filed Pursuant to Rule 424(b)(3) Registration No. 333-284810 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated February 14, 2025) Alpha Modus Holdings, Inc. This prospectus supplement updates and supplements the prospectus dated February 14, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-284810). This prospectus supplement is being filed to update and |
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| May 2, 2025 |
Exhibit 10.3 AMENDMENT #2 TO SECURED CONVERTIBLE PROMISSORY NOTE This Amendment #2 to Secured Convertible Promissory Note (this “Amendment”) is entered into as of April 28, 2025 (the “Amendment Date”), by and between STREETERVILLE CAPITAL, LLC, a Utah limited liability company (“Investor”), and ALPHA MODUS HOLDINGS, INC., a Delaware corporation (f/k/a Insight Acquisition Corp.) (“Company”). Capita |
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| May 2, 2025 |
Exhibit 10.2 OPTION AGREEMENT THIS OPTION AGREEMENT (this “Agreement”) dated effective as of the 28th day of April, 2025, is entered into by and between Janbella Group, LLC, and Chris Chumas (each a “Member” and collectively the “Members”), Alpha Modus Ventures, LLC (the “Company”), and Alpha Modus Holdings, Inc. (the “Optionee”). 1. Grant of Option. In consideration of the Company’s entering into |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40775 ALPHA MODUS HOLD |
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| March 31, 2025 |
ALPHA MODUS HOLDINGS, INC. (Name of Registrant as Specified in Charter) UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ... 2.50 FORM 12b-25 SEC FILE NUMBER NOTIFICATION OF LATE FILING 001-40775 CUSIP NUMBER 020952107 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 3 |
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| February 14, 2025 |
File Pursuant to Rule 424(b)(3) Registration No. 333-284810 PROSPECTUS ALPHA MODUS HOLDINGS, INC. 5,189,638 Shares of Common Stock 2,325,004 Warrants to Purchase Shares of Common Stock 2,325,004 Shares of Common Stock Underlying Warrants This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to 5 |
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| February 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2025 ALPHA MODUS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commi |
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| February 12, 2025 |
VIA EDGAR February 12, 2025 Attn: Benjamin Holt United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| February 10, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Alpha Modus Holdings, Inc. |
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| February 10, 2025 |
As filed with the Securities and Exchange Commission on February 10, 2025 As filed with the Securities and Exchange Commission on February 10, 2025 Registration No. |
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| February 7, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 5, 2025 ALPHA MODUS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commis |
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| January 28, 2025 |
Exhibit 10.1 AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE This Amendment to Secured Convertible Promissory Note (this “Amendment”) is entered into as of January 27, 2025 (the “Amendment Date”), by and between STREETERVILLE CAPITAL, LLC, a Utah limited liability company (“Investor”), and ALPHA MODUS HOLDINGS, INC., a Delaware corporation (f/k/a Insight Acquisition Corp.) (“Company”). A. Company |
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| January 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 27, 2025 ALPHA MODUS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commis |
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| January 10, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 6, 2025 ALPHA MODUS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commiss |
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| January 8, 2025 |
Exhibit 10.4 DIRECTOR AGREEMENT THIS DIRECTOR AGREEMENT (the “Agreement”) is made effective as of the 7th day of October, 2024, and is by and between Alpha Modus Holdings, Inc., a Delaware corporation formerly known as Insight Acquisition Corp. (hereinafter referred to as the “Company”), and Scott Wattenberg (hereinafter referred to as the “Director”). WHEREAS, it is essential to the Company to re |
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| January 8, 2025 |
Exhibit 10.2 DIRECTOR AGREEMENT THIS DIRECTOR AGREEMENT (the “Agreement”) is made effective as of the 7th day of October, 2024, and is by and between Alpha Modus Holdings, Inc., a Delaware corporation formerly known as Insight Acquisition Corp. (hereinafter referred to as the “Company”), and Greg Richter (hereinafter referred to as the “Director”). WHEREAS, it is essential to the Company to retain |
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| January 8, 2025 |
Exhibit 10.5 DIRECTOR AGREEMENT THIS DIRECTOR AGREEMENT (the “Agreement”) is made effective as of the 26th day of October, 2024, and is by and between Alpha Modus Holdings, Inc., a Delaware corporation formerly known as Insight Acquisition Corp. (hereinafter referred to as the “Company”), and William Ullman (hereinafter referred to as the “Director”). WHEREAS, it is essential to the Company to ret |
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| January 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 2, 2025 ALPHA MODUS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commiss |
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| January 8, 2025 |
Exhibit 10.3 DIRECTOR AGREEMENT THIS DIRECTOR AGREEMENT (the “Agreement”) is made effective as of the 8th day of October 2024, and is by and between Alpha Modus Holdings, Inc., a Delaware corporation formerly known as Insight Acquisition Corp. (hereinafter referred to as the “Company”), and Michael Garel (hereinafter referred to as the “Director”). WHEREAS, it is essential to the Company to retain |
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| January 8, 2025 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of January 1, 2025 (the “Effective Date”) by and between Alpha Modus Holdings, Inc., a Delaware corporation (the “Company”) and Thomas Gallagher (the “Employee”). RECITALS A. The Company desires to obtain the services of Employee under the terms and conditions set forth in this Agreement. B. Employee |
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| December 30, 2024 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 24, 2024 ALPHA MODUS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commi |
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| December 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2024 ALPHA MODUS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commi |
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| December 19, 2024 |
Exhibit 10.9 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of December 13, 2024 (the “Effective Date”) by and between Alpha Modus Holdings, Inc., a Delaware corporation (the “Company”) and William Alessi (the “Employee”). RECITALS A. The Company desires to obtain the services of Employee under the terms and conditions set forth in this Agreement. B. Employee |
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| December 19, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Defined terms included below shall have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”.) Introduction The following unaudited pro forma condensed combined financial information presents the combination of |
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| December 19, 2024 |
Second Amended and Restated Certificate of Incorporation Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INSIGHT ACQUISITION CORP. December 13, 2024 Insight Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Insight Acquisition Corp.” The original certificate of incorporation of the Corporation was |
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| December 19, 2024 |
Exhibit 10.11 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of December 13, 2024 (the “Effective Date”) by and between Alpha Modus Holdings, Inc., a Delaware corporation (the “Company”) and Chris Chumas (the “Employee”). RECITALS A. The Company desires to obtain the services of Employee under the terms and conditions set forth in this Agreement. B. Employee d |
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| December 19, 2024 |
Promissory Note issued by Alpha Modus Holdings, Inc. to Loeb & Loeb LLP Exhibit 10.8 PROMISSORY NOTE Principal Amount: $325,000 Issue Date: November , 2024 FOR VALUE RECEIVED, Alpha Modus Holdings, Inc., a Delaware corporation formerly known as Insight Acquisition Corp. (the “Issuer”), issues this convertible promissory note (the “Note”) and promises to pay to Loeb & Loeb LLP or its assigns (the “Holder”) the principal amount of $325,000 (the “Principal Sum”), plus an |
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| December 19, 2024 |
Exhibit 10.10 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of December 13, 2024 (the “Effective Date”) by and between Alpha Modus Holdings, Inc., a Delaware corporation (the “Company”) and Rodney Sperry (the “Employee”). RECITALS A. The Company desires to obtain the services of Employee under the terms and conditions set forth in this Agreement. B. Employee |
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| December 19, 2024 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ALPHA MODUS HOLDINGS, INC. Article I — Corporate Offices 1.1 Registered Office. The address of the registered office of Alpha Modus Holdings, Inc. (the “Corporation,” which was formerly known as Insight Acquisition Corp.) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Corporation’s certificate |
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| December 19, 2024 |
Exhibit 21.1 List of Subsidiaries of Alpha Modus Holdings, Inc. ● Alpha Modus, Corp., a Florida corporation |
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| December 19, 2024 |
Letter from WithumSmith+Brown, PC to the SEC, dated December 19, 2024 Exhibit 16.1 December 19, 2024 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 United States of America Ladies and Gentlemen: We have read the statements made by Alpha Modus, Corp (formerly Insight Acquisition Corp.) under Item 4.01(a) of its Form 8-K dated December 13, 2024 and are in agreement with the statements concerning our Firm contain |
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| December 19, 2024 |
Exhibit 99.2 Alpha Modus Corp. Financial Statements As of and for the Three and Nine Months ended September 30, 2024 ALPHA MODUS CORP. Balance Sheets As of September 30, 2024 and December 31, 2023 (Unaudited) September 30, 2024 December 31, 2023 ASSETS Current assets Cash $ 66,011 $ 106,809 Other receivables - 15,000 Total current assets 66,011 121,809 Total assets $ 66,011 $ 121,809 LIABILITIES A |
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| December 12, 2024 |
Exhibit 99.1 FORFEITURE AGREEMENT This Forfeiture Agreement (this “Agreement”) is made and entered into effective as of December 12, 2024, by and between Polar Multi-Strategy Master Fund (the “Investor”) and Alpha Modus, Corp. (the “Target”). Investor and Target are referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms not defined herein shall |
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| December 12, 2024 |
Exhibit 10.1 AMENDMENT TO SECURITIES PURCHASE AGREEMENT This Amendment to Securities Purchase Agreement (this “Amendment”) is entered into as of December 12, 2024 (the “Amendment Date”), by and between Streeterville Capital, LLC, a Utah limited liability company (“Investor”), and Insight Acquisition Corp., a Delaware corporation (“Company”). A. Investor and Company are parties to that certain Secu |
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| December 12, 2024 |
Amended SPA, dated December 12, 2024. Exhibit 10.1 AMENDMENT TO SECURITIES PURCHASE AGREEMENT This Amendment to Securities Purchase Agreement (this “Amendment”) is entered into as of December 12, 2024 (the “Amendment Date”), by and between Streeterville Capital, LLC, a Utah limited liability company (“Investor”), and Insight Acquisition Corp., a Delaware corporation (“Company”). A. Investor and Company are parties to that certain Secu |
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| December 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 12, 2024 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commiss |
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| December 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 12, 2024 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commiss |
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| December 12, 2024 |
Exhibit 99.1 FORFEITURE AGREEMENT This Forfeiture Agreement (this “Agreement”) is made and entered into effective as of December 12, 2024, by and between Polar Multi-Strategy Master Fund (the “Investor”) and Alpha Modus, Corp. (the “Target”). Investor and Target are referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms not defined herein shall |
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| December 10, 2024 |
Exhibit 99.1 For Immediate Release December 6, 2024 Insight Acquisition Corp Stockholders Approve Extension of Business Combination Period Through March 7, 2025 New York, NY — December 6, 2024 — Insight Acquisition Corp. (NASDAQ: INAQ) announced today that its stockholders have approved an extension of the time period by which the Company has to consummate an initial business combination (the “Bus |
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| December 10, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 6, 2024 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commissi |
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| December 6, 2024 |
Exhibit 3.1 FOURTH AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INSIGHT ACQUISITION CORP. December 6, 2024 Insight Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Insight Acquisition Corp.”. The original certificate of incorporation of the |
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| December 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 6, 2024 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commissi |
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| December 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| November 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 25, 2024 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commiss |
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| November 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| November 18, 2024 |
Exhibit 2.3 Execution Copy FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is entered into as of June 12, 2024 (the “Effective Date”), by and between Alpha Modus, Corp., a Florida corporation (“Company”), Insight Acquisition Corp., a Delaware corporation (“IAC”), IAC Merger Sub Inc., a Florida corporation (“Merger Sub” and |
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| November 18, 2024 |
Promissory Note, dated July 25, 2024 issued to Jeffrey J. Gary by Insight Acquisition Corp. Exhibit 10.15 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| November 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to INSIGHT ACQUISITION CORP. (Exact name of registran |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40775 CUSIP NUMBER 45784L100 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 29, 2024 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commissi |
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| October 23, 2024 |
PROSPECTUS SUPPLEMENT NO. 1 (to Proxy Statement/Prospectus dated September 18, 2024) Filed Pursuant to Rule 424(b)(3) Registration No. 333-276291 PROSPECTUS SUPPLEMENT NO. 1 (to Proxy Statement/Prospectus dated September 18, 2024) This Prospectus Supplement No. 1 (this “Prospectus Supplement”) updates, amends and supplements the proxy statement/prospectus dated September 18, 2024 (as amended or supplemented from time to time, the “Prospectus”) of Insight Acquisition Corp. (“we,” “ |
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| October 23, 2024 |
Exhibit 10.1 Securities Purchase Agreement This Securities Purchase Agreement (this “Agreement”), dated as of October 23, 2024, is entered into by and between Insight Acquisition Corp., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). A. Company and Investor are executing and delivering this Agreement |
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| October 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 23, 2024 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commissi |
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| October 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 23, 2024 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commissi |
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| October 23, 2024 |
Exhibit 10.1 Securities Purchase Agreement This Securities Purchase Agreement (this “Agreement”), dated as of October 23, 2024, is entered into by and between Insight Acquisition Corp., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). A. Company and Investor are executing and delivering this Agreement |
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| October 15, 2024 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 14, 2024 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commissi |
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| October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 14, 2024 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commissi |
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| October 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 8, 2024 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commissio |
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| October 8, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 8, 2024 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commissio |
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| October 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 27, 2024 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commis |
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| September 19, 2024 |
424B3 1 ea0207469-11.htm PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-276291 PROXY STATEMENT FOR A SPECIAL MEETING OF THE STOCKHOLDERS OF INSIGHT ACQUISITION CORP. AND PROSPECTUS FOR UP TO 6,145,000 SHARES OF INSIGHT ACQUISITION CORP. COMMON STOCK September 18, 2024 TO THE STOCKHOLDERS OF INSIGHT ACQUISITION CORP.: We are pleased to enclose the proxy statement/prospectus of Ins |
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| September 16, 2024 |
Insight Acquisition Corp. 333 East 91st Street New York, New York 10128 Tel No. (646) 825-2380 Insight Acquisition Corp. 333 East 91st Street New York, New York 10128 Tel No. (646) 825-2380 September 16, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission Office of Real Estate & Construction 100 F Street, N.E. Washington, DC 20549 Attn: Pearlyne Paulemon Pam Long Re: Insight Acquisition Corp. Registration Statement on Form S-4 File No. 333-276291 Dear Ms. Paulemon a |
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| September 13, 2024 |
As filed with the U.S. Securities and Exchange Commission on September 13, 2024. As filed with the U.S. Securities and Exchange Commission on September 13, 2024. Registration No. 333-276291 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INSIGHT ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 27-2447291 (State or Other Jurisdiction |
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| September 12, 2024 |
Insight Acquisition Corp. 333 East 91st Street New York, New York 10128 Tel. No. (609) 751-3193 Insight Acquisition Corp. 333 East 91st Street New York, New York 10128 Tel. No. (609) 751-3193 September 11, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission Office of Real Estate & Construction 100 F Street, N.E. Washington, DC 20549 Attn: Pearlyne Paulemon Pam Long Re: Insight Acquisition Corp. Amendment No. 4 to Registration Statement on Form S-4 Filed August 30, 20 |
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| September 12, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) INSIGHT ACQUISITION CORP. |
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| September 12, 2024 |
As filed with the U.S. Securities and Exchange Commission on September 11, 2024. As filed with the U.S. Securities and Exchange Commission on September 11, 2024. Registration No. 333-276291 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INSIGHT ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 27-2447291 (State or Other Jurisdiction |
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| August 30, 2024 |
Insight Acquisition Corp. 333 East 91st Street New York, New York 10128 Tel. No. (609) 751-3193 Insight Acquisition Corp. 333 East 91st Street New York, New York 10128 Tel. No. (609) 751-3193 August 30, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission Office of Real Estate & Construction 100 F Street, N.E. Washington, DC 20549 Attn: Pearlyne Paulemon Pam Long Re: Insight Acquisition Corp. Amendment No. 3 to Registration Statement on Form S-4 Filed July 30, 2024 Fi |
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| August 30, 2024 |
As filed with the U.S. Securities and Exchange Commission on August 30, 2024. As filed with the U.S. Securities and Exchange Commission on August 30, 2024. Registration No. 333-276291 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INSIGHT ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 27-2447291 (State or Other Jurisdiction of |
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| August 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to INSIGHT ACQUISITION CORP. (Exact name of registrant as |
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| August 22, 2024 |
Promissory Note, dated July 25, 2024 issued to Jeffrey J. Gary by Insight Acquisition Corp Exhibit 10.15 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| August 22, 2024 |
Exhibit 2.3 Execution Copy FIRST Amendment TO BUSINESS COMBINATION AGREEMENT This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is entered into as of June 12, 2024 (the “Effective Date”), by and between Alpha Modus, Corp., a Florida corporation (“Company”), Insight Acquisition Corp., a Delaware corporation (“IAC”), IAC Merger Sub Inc., a Florida corporation (“Merger Sub” and |
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| August 20, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 29, 2024 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commission |
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| August 20, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 29, 2024 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commissio |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40775 CUSIP NUMBER 45784L100 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit |
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| July 31, 2024 |
Exhibit 10.17 INTELLECTUAL PROPERTY LICENSE AGREEMENT THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (the “Agreement”)is effective as of the latest date signed (the “Effective Date”), by and between Alpha Modus Corp., a Florida corporation (herein “Licensor”), and GZ6G Technologies Corp, a Nevada corporation (“Licensee”). Licensor and Licensee shall each be considered a “Party” and together the “Par |
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| July 31, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) INSIGHT ACQUISITION CORP. |
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| July 31, 2024 |
As filed with the U.S. Securities and Exchange Commission on July 30, 2024. As filed with the U.S. Securities and Exchange Commission on July 30, 2024. Registration No. 333-276291 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INSIGHT ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 27-2447291 (State or Other Jurisdiction of In |
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| July 31, 2024 |
Exhibit 10.18 INTELLECTUAL PROPERTY LICENSE AGREEMENT THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (the “Agreement”) is effective as of the latest date signed (the “Effective Date”), by and between Alpha Modus Corp., a Florida corporation (herein “Licensor”), Xalles Holdings Inc., a Nevada corporation (“XALL”), and its wholly owned subsidiary CashXAI Inc., a Delaware corporation (“CASHX,” and toge |
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| July 30, 2024 |
Insight Acquisition Corp. 333 East 91st Street New York, New York 10128 Tel. No. (609) 751-3193 Insight Acquisition Corp. 333 East 91st Street New York, New York 10128 Tel. No. (609) 751-3193 July 30, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission Office of Real Estate & Construction 100 F Street, N.E. Washington, DC 20549 Attn: Pearlyne Paulemon Pam Long Re: Insight Acquisition Corp. Registration Statement on Form S-4 Filed July 3, 2024 File No. 333-276291 Ladi |
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| July 22, 2024 |
Filed by Insight Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-40775 Subject Company: Insight Acquisition Corp. Alpha Modus Announces Two New Patent Awards for Consumer Experience and Personalized Marketing and Advertising in Retail CORNELIUS, N.C., July 22, 2024 (GL |
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| July 8, 2024 |
Insight Acquisition Corp. 333 East 91st Street New York, New York 10128 Tel. No. (609) 751-3193 Insight Acquisition Corp. 333 East 91st Street New York, New York 10128 Tel. No. (609) 751-3193 July 8, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission Office of Real Estate & Construction 100 F Street, N.E. Washington, DC 20549 Attn: Pearlyne Paulemon Pam Long Re: Insight Acquisition Corp. Registration Statement on Form S-4 Filed February 8, 2024 File No. 333-276291 L |
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| July 3, 2024 |
As filed with the U.S. Securities and Exchange Commission on July 3, 2024. As filed with the U.S. Securities and Exchange Commission on July 3, 2024. Registration No. 333-276291 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INSIGHT ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 27-2447291 (State or Other Jurisdiction of Inc |
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| July 3, 2024 |
Form of Employment Agreement to be entered into by Insight Acquisition Corp. and Chris Chumas Exhibit 10.14 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of September 1, 2024 (the “Effective Date”) by and between Alpha Modus Holdings, Inc., a Delaware corporation (the “Company”) and Chris Chumas (the “Employee”). RECITALS A. The Company desires to obtain the services of Employee under the terms and conditions set forth in this Agreement. B. Employee d |
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| July 3, 2024 |
Form of Employment Agreement to be entered into by Insight Acquisition Corp. and William Alessi Exhibit 10.12 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of September 1, 2024 (the “Effective Date”) by and between Alpha Modus Holdings, Inc., a Delaware corporation (the “Company”) and William Alessi (the “Employee”). RECITALS A. The Company desires to obtain the services of Employee under the terms and conditions set forth in this Agreement. B. Employee |
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| July 3, 2024 |
Insight Acquisition Corp. 333 East 91st Street New York, New York 10128 Tel. No. (609) 751-3193 Insight Acquisition Corp. 333 East 91st Street New York, New York 10128 Tel. No. (609) 751-3193 July 3, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission Office of Real Estate & Construction 100 F Street, N.E. Washington, DC 20549 Attn: Pearlyne Paulemon Pam Long Re: Insight Acquisition Corp. Registration Statement on Form S-4 Filed February 8, 2024 File No. 333-276291 L |
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| July 3, 2024 |
Extension Agreement, dated March 29, 2024, by and among Alpha Modus, Corp. and Janbella Group, LLC Exhibit 10.16 EXTENSION AGREEMENT This Extension Agreement (this “Agreement”) is made and entered into effective as of March 29, 2024, by and between Alpha Modus, Corp., a Florida corporation (the “Company”) and Janbella Group, LLC, a North Carolina limited liability company (“Janbella”). Each of the Company and Janbella are sometimes referred to as a “Party” and collectively as the “Parties”. R E |
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| July 3, 2024 |
Form of Employment Agreement to be entered into by Insight Acquisition Corp. and Rod Sperry Exhibit 10.13 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of September 1, 2024 (the “Effective Date”) by and between Alpha Modus Holdings, Inc., a Delaware corporation (the “Company”) and Rodney Sperry (the “Employee”). RECITALS A. The Company desires to obtain the services of Employee under the terms and conditions set forth in this Agreement. B. Employee |
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| July 3, 2024 |
Exhibit 10.15 The shares of common stock subscribed for herein have not been registered under the securities act of 1933, as amended, (the “act”) or any state securities laws, and are being sold in reliance upon exemption from the registration requirements of the Act and state securities laws. The shares subscribed for may not be sold, offered for sale, pledged, hypothecated, or otherwise transfer |
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| June 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 20, 2024 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commission |
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| June 24, 2024 |
Exhibit 1.1 Execution Version FEE MODIFICATION AGREEMENT This Fee Modification Agreement, dated June 20, 2024 (this “Agreement”), is entered into by and between Insight Acquisition Corp., a Delaware corporation (together with any Successor (as defined herein), the “Company”) and Cantor Fitzgerald & Co. (“CF&CO”). WHEREAS, pursuant to that certain Underwriting Agreement between the Company and CF&C |
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| June 24, 2024 |
Exhibit 10.1 FEE WAIVER AGREEMENT This FEE WAIVER AGREEMENT (this “Agreement”) is dated effective as of the 21st day of June, 2024 (the “Effective Date”), by and among Insight Acquisition Corp., a Delaware corporation (“Insight”), Insight Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), and Michael Singer. RECITALS WHEREAS, on or about September 1, 2021, Insight agreed to |
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| June 24, 2024 |
Exhibit 1.1 Execution Version FEE MODIFICATION AGREEMENT This Fee Modification Agreement, dated June 20, 2024 (this “Agreement”), is entered into by and between Insight Acquisition Corp., a Delaware corporation (together with any Successor (as defined herein), the “Company”) and Cantor Fitzgerald & Co. (“CF&CO”). WHEREAS, pursuant to that certain Underwriting Agreement between the Company and CF&C |
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| June 24, 2024 |
Exhibit 2.1 Execution Copy FIRST Amendment TO BUSINESS COMBINATION AGREEMENT This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is entered into as of June 21, 2024 (the “Effective Date”), by and between Alpha Modus, Corp., a Florida corporation (“Company”), Insight Acquisition Corp., a Delaware corporation (“IAC”), IAC Merger Sub Inc., a Florida corporation (“Merger Sub” and |
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| June 24, 2024 |
Exhibit 10.1 FEE WAIVER AGREEMENT This FEE WAIVER AGREEMENT (this “Agreement”) is dated effective as of the 21st day of June, 2024 (the “Effective Date”), by and among Insight Acquisition Corp., a Delaware corporation (“Insight”), Insight Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), and Michael Singer. RECITALS WHEREAS, on or about September 1, 2021, Insight agreed to |
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| June 24, 2024 |
Exhibit 1.2 SETTLEMENT AGREEMENT This Settlement Agreement (this “Agreement”) is made and entered into effective as of June 20, 2024, by and among Insight Acquisition Corp (the “Company”) and Odeon Capital Group LLC (“Odeon”). Each of the Company and Odeon are sometimes referred to as a “Party” and collectively as the “Parties”. R E C I T A L S A. The Company and Odeon previously entered into that |
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| June 24, 2024 |
Exhibit 1.2 SETTLEMENT AGREEMENT This Settlement Agreement (this “Agreement”) is made and entered into effective as of June 20, 2024, by and among Insight Acquisition Corp (the “Company”) and Odeon Capital Group LLC (“Odeon”). Each of the Company and Odeon are sometimes referred to as a “Party” and collectively as the “Parties”. R E C I T A L S A. The Company and Odeon previously entered into that |
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| June 24, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 20, 2024 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commission |
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| June 24, 2024 |
Exhibit 2.1 Execution Copy FIRST Amendment TO BUSINESS COMBINATION AGREEMENT This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is entered into as of June 21, 2024 (the “Effective Date”), by and between Alpha Modus, Corp., a Florida corporation (“Company”), Insight Acquisition Corp., a Delaware corporation (“IAC”), IAC Merger Sub Inc., a Florida corporation (“Merger Sub” and |
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| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 5, 2024 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commission F |
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| June 7, 2024 |
Exhibit 3.1 THIRD AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INSIGHT ACQUISITION CORP. June 6, 2024 Insight Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Insight Acquisition Corp.”. The original certificate of incorporation of the Corp |
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| June 6, 2024 |
Exhibit 10.14 CAPITAL CONTRIBUTION AGREEMENT This CAPITAL CONTRIBUTION AGREEMENT (this “Agreement”), effective as of May 9, 2024, is entered into by and among Insight Acquisition Corp., a Delaware corporation (“SPAC”) and Insight Acquisition Sponsor, LLC, a Delaware limited liability company (“Sponsor”). WHEREAS, (i) SPAC is a special purpose acquisition company and (ii) Sponsor is the sponsor and |
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| June 6, 2024 |
Exhibit 10.15 AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT This AMENDMENT NO. l (this “Amendment’’) to that certain Subscription Agreement described below is made and entered into effective as of May 15, 2024, by and between by and between Polar Multi-Strategy Master Fund (the “Investor”), Insight Acquisition Corp., a Delaware corporation (the “SPAC”), and Insight Acquisition Sponsor, LLC, a Delaware |
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| June 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to INSIGHT ACQUISITION CORP. (Exact name of registrant as |
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| May 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40775 CUSIP NUMBER 45784L100 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40775 INSIGHT ACQUISI |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 14, 2024 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commission F |
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| May 14, 2024 |
Exhibit 97 INSIGHT ACQUISITION CORP. CLAWBACK POLICY Introduction The Board of Directors (the “Board”) of Insight Acquisition Corp. (the “Company”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has the |
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| May 14, 2024 |
Exhibit 10.20 CAPITAL CONTRIBUTION AGREEMENT This CAPITAL CONTRIBUTION AGREEMENT (this “Agreement”), effective as of May 9, 2024, is entered into by and among Insight Acquisition Corp., a Delaware corporation (“SPAC”) and Insight Acquisition Sponsor, LLC, a Delaware limited liability company (“Sponsor”). WHEREAS, (i) SPAC is a special purpose acquisition company and (ii) Sponsor is the sponsor and |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 24, 2024 |
Exhibit 10.1 Executive Services Agreement April 5, 2024 Michael Singer Executive Chairman Insight Acquisition Corp Dear Michael: SeatonHill Partners, LP (“SeatonHill,” “we,” or “us”) is pleased that Insight Acquisition Corp (the “Company,” “you” or “your”) desires to engage SeatonHill to provide chief financial officer (“CFO”) services. This letter along with the terms and conditions attached as E |
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| April 24, 2024 |
Jeff Gary 149 Puesta Del Sol, Osprey, FL 34229 Exhibit 99.1 Jeff Gary 149 Puesta Del Sol, Osprey, FL 34229 April 21, 2024 Insight Acquisition Corp. 333 East 91st Street New York, New York 10128 Attn: Board of Directors Re: Resignation Dear Sirs: I hereby resign my position as a member of the board of directors of Insight Acquisition Corp. (the “Company”), and from each committee of the board of directors, effective as of April 21, 2024. Very t |
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| April 24, 2024 |
Letter Agreement between Jeff Gary and Insight Acquisition Corp., dated April 4, 2024. Exhibit 10.2 Letter Agreement between Insight Acquisition Corp. and Jeff Gary This letter agreement dated April 4, 2024 (“Letter Agreement”) is between Insight Acquisition Corp, a Delaware corporation (the “Company”) and Jeff Gary, (“Mr. Gary“). WHEREAS, the Company has been required by its independent auditors to replace Mr. Gary as Chief Financial Officer, and Mr. Gary has agreed to pay the Comp |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 21, 2024 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commission |
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| April 16, 2024 |
Filed by Insight Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-40775 Subject Company: Insight Acquisition Corp. Alpha Modus Announces Intellectual Property License Agreement with Xalles Holdings and its Subsidiary CashXAI CORNELIUS, N.C., April 16, 2024 (GLOBE NEWSWI |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40775 CUSIP NUMBER 45784L100 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra |
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| March 21, 2024 |
INAQ / Insight Acquisition Corp. / PEAK6 Capital Management LLC Passive Investment SC 13G 1 inaq13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Insight Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 45784L100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Insight Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 45784L100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| February 12, 2024 |
Joint Filing Agreement, dated as of February 12, 2024, by and among the Reporting Persons EX-99.1 2 ea193081ex99-1insight.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 12, 2024, BY AND AMONG THE REPORTING PERSONS EXHIBIT 99.1 JOINT FILING AGREEMENT Insight Acquisition Corp. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Sch |
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| February 12, 2024 |
INAQ / Insight Acquisition Corp. / LMR Partners LLP Passive Investment SC 13G/A 1 formsc13ga-insight.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Insight Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 45784L100 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statemen |
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| February 12, 2024 |
INAQ / Insight Acquisition Corp. / CANTOR FITZGERALD & CO. - SCHEDULE 13G Passive Investment SC 13G 1 ea193081-13gcantorinsight.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Insight Acquisition Corp. (Name of Issuer) Class A Common Stock (Titles of Class of Securities) 45784L100 (CUSIP Number) November 15, 2023 (Date of Event Which Requires Filing of this Statement) Check th |
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| February 8, 2024 |
As filed with the U.S. Securities and Exchange Commission on February 8, 2024. As filed with the U.S. Securities and Exchange Commission on February 8, 2024. Registration No. 333-276291 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INSIGHT ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 27-2447291 (State or Other Jurisdiction |
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| February 8, 2024 |
Insight Acquisition Corp. 333 East 91st Street New York, New York 10128 Tel. No. (609) 751-3193 Insight Acquisition Corp. 333 East 91st Street New York, New York 10128 Tel. No. (609) 751-3193 February 8, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission Office of Real Estate & Construction 100 F Street, N.E. Washington, DC 20549 Attn: Pearlyne Paulemon Pam Long Re: Insight Acquisition Corp. Registration Statement on Form S-4 Filed December 28, 2023 File No. 333-276 |
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| January 29, 2024 |
Filed by Insight Acquisition Corp. Filed by Insight Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant toRule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-40775 Subject Company: Insight Acquisition Corp. 1 lpha modus January 2024 Filed by Insight Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant toRule 14a - 12 |
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| January 19, 2024 |
Filed by Insight Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-40775 Subject Company: Insight Acquisition Corp. Alpha Modus Retains Christopher E. Hanba for the Purpose of Intellectual Property Rights Litigation ~Alpha Modus files patent infringement action against K |
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| January 11, 2024 |
Alpha Modus Announces Intellectual Property License Agreement with GZ6G Technologies Corp. Filed by Insight Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-40775 Subject Company: Insight Acquisition Corp. Alpha Modus Announces Intellectual Property License Agreement with GZ6G Technologies Corp. CORNELIUS, N.C., Jan. 11, 2024 (GLOBE NEWSWIRE) – January 11, 20 |
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| December 28, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) INSIGHT ACQUISITION CORP. |
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| December 28, 2023 |
As filed with the U.S. Securities and Exchange Commission on December 27, 2023. As filed with the U.S. Securities and Exchange Commission on December 27, 2023. Registration No. [•] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INSIGHT ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 27-2447291 (State or Other Jurisdiction of Incorporation or Organiz |
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| December 13, 2023 |
Filed by Insight Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-40775 Subject Company: Insight Acquisition Corp. Alpha Modus Appoints Rodney Sperry as Chief Financial Officer ~ Management Team Strengthened with the Addition of Experienced SEC Accounting and Audit Exec |
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| December 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 7, 2023 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commissi |
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| December 8, 2023 |
Exhibit 99.1 Insight Acquisition Corp. Announces Confidential Submission of Form S-4 Registration Statement in Connection with Proposed Business Combination NEW YORK, NY, December 7, 2023 – Insight Acquisition Corp. (“Insight” or “IAC”) (NASDAQ: INAQ), a publicly traded special purpose acquisition company, today announced the confidential submission with the U.S. Securities and Exchange Commission |
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| December 8, 2023 |
Exhibit 99.1 Insight Acquisition Corp. Announces Confidential Submission of Form S-4 Registration Statement in Connection with Proposed Business Combination NEW YORK, NY, December 7, 2023 – Insight Acquisition Corp. (“Insight” or “IAC”) (NASDAQ: INAQ), a publicly traded special purpose acquisition company, today announced the confidential submission with the U.S. Securities and Exchange Commission |
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| December 8, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 7, 2023 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commissi |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to INSIGHT ACQUISITION CORP. (Exact name of registran |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40775 CUSIP NUMBER 45784L100 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr |
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| November 7, 2023 |
Exhibit 10.1 RESCISSION AGREEMENT This Rescission Agreement (this “Agreement”) is made and entered into on November 6, 2023, by and between Insight Acquisition Corp., a Delaware corporation (the “Maker”), and Insight Acquisition Sponsor, LLC, a Delaware limited liability company (the “Payee”). The Maker and Payee are collectively referred to herein as the “Parties.” RECITALS WHEREAS, the Maker and |
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| November 7, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 6, 2023 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commissi |
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| October 25, 2023 |
Exhibit 10.10 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of August 30, 2023 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Insight Acquisition Corporation, a Delaware corporation (“SPAC”) and Insight Acquisition Sponsor, LLC, a Delaware limited liability company (“Sponsor”). Investo |
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| October 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to INSIGHT ACQUISITION CORP. (Exact name of registrant as |
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| October 17, 2023 |
Exhibit 10.2 [Execution Copy] STOCKHOLDER SUPPORT AGREEMENT This Stockholder Support Agreement (this “Agreement”), dated as of October 13, 2023, is entered into by and among Insight Acquisition Corp., a Delaware corporation (“IAC”), IAC Merger Sub Inc., a Florida corporation and wholly owned subsidiary of IAC (“Merger Sub”), Alpha Modus, Corp., a Delaware corporation (the “Company”), and The Aless |
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| October 17, 2023 |
Exhibit 10.1 [Execution Copy] STOCKHOLDER SUPPORT AGREEMENT This Stockholder Support Agreement (this “Agreement”), dated as of October 13, 2023, is entered into by and among Alpha Modus, Corp., a Florida corporation (the “Company”), Insight Acquisition Corp., a Delaware corporation (“IAC”) and Insight Acquisition Sponsor LLC, a Delaware limited liability company (the “Stockholder”). Capitalized te |
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| October 17, 2023 |
Exhibit 10.3 [Execution Copy] SPONSOR LOCK-UP AGREEMENT This Sponsor Lock-Up Agreement (this “Agreement”) is entered into as of October 13, 2023, by and among Insight Acquisition Corp., a Delaware corporation (“IAC”), Insight Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Alpha Modus, Corp., a Florida corporation (the “Company”). The parties to this Agreement ar |
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| October 17, 2023 |
Exhibit 10.4 [Execution Copy] CONFIDENTIALITY AND LOCK-UP AGREEMENT This Confidentiality and Lock-Up Agreement (this “Agreement”) is dated as of October 13, 2023, and is by and among Insight Acquisition Corp., a Delaware corporation (“IAC”), Alpha Modus, Corp., a Florida corporation (“Alpha Modus”), and each of the stockholder parties identified on Exhibit A hereto and the other Persons who enter |
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| October 17, 2023 |
Exhibit 10.5 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 13, 2023, is made and entered into by and among Insight Acquisition Corp., a Delaware corporation (“IAC”), Insight Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), Odeon Capital |
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| October 17, 2023 |
Exhibit 10.5 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 13, 2023, is made and entered into by and among Insight Acquisition Corp., a Delaware corporation (“IAC”), Insight Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), Odeon Capital |
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| October 17, 2023 |
Exhibit 10.4 [Execution Copy] CONFIDENTIALITY AND LOCK-UP AGREEMENT This Confidentiality and Lock-Up Agreement (this “Agreement”) is dated as of October 13, 2023, and is by and among Insight Acquisition Corp., a Delaware corporation (“IAC”), Alpha Modus, Corp., a Florida corporation (“Alpha Modus”), and each of the stockholder parties identified on Exhibit A hereto and the other Persons who enter |
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| October 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 13, 2023 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commissi |
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| October 17, 2023 |
Exhibit 2.1 [Execution Copy] BUSINESS COMBINATION AGREEMENT BY AND AMONG INSIGHT ACQUISITION CORP., IAC MERGER SUB INC. AND ALPHA MODUS, CORP. DATED AS OF OCTOBER 13, 2023 BUSINESS COMBINATION AGREEMENT This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of October 13, 2023 (the “Effective Date”), is made by and among Insight Acquisition Corp., a Delaware corporation (“IAC”), IAC Merg |
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| October 17, 2023 |
Exhibit 99.1 Alpha Modus to List on NASDAQ Via Business Combination Agreement with Insight Acquisition Corp. ~ Alpha Modus is an Artificial Intelligence Business that Develops Data Driven Technologies to Enhance Consumers In-Store Digital Experience ~ ~ Transaction Reflects High Confidence of Closing, No Minimum Cash Condition ~ NEW YORK – October 16, 2023 – Alpha Modus, Corp. (“Alpha Modus”), a t |
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| October 17, 2023 |
Exhibit 99.1 Alpha Modus to List on NASDAQ Via Business Combination Agreement with Insight Acquisition Corp. ~ Alpha Modus is an Artificial Intelligence Business that Develops Data Driven Technologies to Enhance Consumers In-Store Digital Experience ~ ~ Transaction Reflects High Confidence of Closing, No Minimum Cash Condition ~ NEW YORK – October 16, 2023 – Alpha Modus, Corp. (“Alpha Modus”), a t |
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| October 17, 2023 |
Exhibit 10.3 [Execution Copy] SPONSOR LOCK-UP AGREEMENT This Sponsor Lock-Up Agreement (this “Agreement”) is entered into as of October 13, 2023, by and among Insight Acquisition Corp., a Delaware corporation (“IAC”), Insight Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Alpha Modus, Corp., a Florida corporation (the “Company”). The parties to this Agreement ar |
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| October 17, 2023 |
Exhibit 10.2 [Execution Copy] STOCKHOLDER SUPPORT AGREEMENT This Stockholder Support Agreement (this “Agreement”), dated as of October 13, 2023, is entered into by and among Insight Acquisition Corp., a Delaware corporation (“IAC”), IAC Merger Sub Inc., a Florida corporation and wholly owned subsidiary of IAC (“Merger Sub”), Alpha Modus, Corp., a Delaware corporation (the “Company”), and The Aless |
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| October 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 13, 2023 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commissi |
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| October 17, 2023 |
Exhibit 10.1 [Execution Copy] STOCKHOLDER SUPPORT AGREEMENT This Stockholder Support Agreement (this “Agreement”), dated as of October 13, 2023, is entered into by and among Alpha Modus, Corp., a Florida corporation (the “Company”), Insight Acquisition Corp., a Delaware corporation (“IAC”) and Insight Acquisition Sponsor LLC, a Delaware limited liability company (the “Stockholder”). Capitalized te |
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| October 17, 2023 |
Exhibit 2.1 [Execution Copy] BUSINESS COMBINATION AGREEMENT BY AND AMONG INSIGHT ACQUISITION CORP., IAC MERGER SUB INC. AND ALPHA MODUS, CORP. DATED AS OF OCTOBER 13, 2023 BUSINESS COMBINATION AGREEMENT This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of October 13, 2023 (the “Effective Date”), is made by and among Insight Acquisition Corp., a Delaware corporation (“IAC”), IAC Merg |
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| September 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 6, 2023 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commiss |
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| September 8, 2023 |
Amendment to Amended and Restated Certificate of Incorporation of Insight Acquisition Corp. Exhibit 3.1 SECOND AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INSIGHT ACQUISITION CORP. September 6, 2023 Insight Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Insight Acquisition Corp.”. The original certificate of incorporation of th |
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| August 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| August 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 17, 2023 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commissio |
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| August 18, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40775 CUSIP NUMBER 45784L100 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit |
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| August 11, 2023 |
Exhibit 99.1 Press Release Insight Acquisition Corp. and Avila Energy Corporation announce they have mutually agreed to terminate their Business Combination Agreement New York, NY / Calgary, AB – August 11, 2023 – Insight Acquisition Corp. (NASDAQ: INAQ) and Avila Energy Corporation (CSE:VIK, OTCM:PTRVF and FRA:6HG0), announced today that on August 10, 2023, they mutually agreed to terminate, effe |
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| August 11, 2023 |
Letter Agreement dated August 10, 2023 Exhibit 10.1 Insight Acquisition Corp. 333 East 91st Street New York, New York 10128 Tel. No. (917)374-2922 August 10, 2023 VIA FED EX AND EMAIL Leonard Van Betuw, CEO Avila Energy Corporation 201, 1439 17th Avenue SE, Calgary Alberta AB T2G1J90 Canada Re: Letter Agreement Termination Business Combination Agreement, dated April 3, 2023 Dear Mr. van Betuw: Pursuant to Section 9.1(a) of the Business |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 10, 2023 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commissio |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| June 2, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to INSIGHT ACQUISITION CORP. (Exact name |
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| May 31, 2023 |
Insight Acquisition Corp. Receives NASDAQ Notification of Noncompliance with Listing Rule 5250(c)(1) EX-99 Exhibit 99 Insight Acquisition Corp. Receives NASDAQ Notification of Noncompliance with Listing Rule 5250(c)(1) New York, New York – May 31, 2023 – Insight Acquisition Corp. (NASDAQ: INAQ) announced today that on May 24, 2023, it received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) stating that it was not in compliance with Nasdaq Listing Rule 52 |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 24, 2023 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commission F |
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| May 16, 2023 |
NT 10-Q OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden Hours per form 2. |
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| May 1, 2023 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Insight Acquisition Corp. |
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| May 1, 2023 |
25 OMB APPROVAL OMB Number: 3235-0080 Expires: May 31, 2024 Estimated average burden hours per response 1. |
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| April 28, 2023 |
EX-99.1 Exhibit 99.1 Insight Acquisition Corp. Will Commence Trading as a Nasdaq-Listed Company upon the Market Open on Tuesday, May 2, 2023. New York, New York – April 27, 2023 – Insight Acquisition Corporation (NYSE: INAQ) announced today that it will transfer the listing of its Class A common stock and units from the New York Stock Exchange to the Nasdaq Stock Market (“Nasdaq”) and its warrants |
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| April 28, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 27, 2023 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commission |
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| April 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 18, 2023 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commission |
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| April 25, 2023 |
Insight Acquisition Corp. Announces Planned Transfer of Stock Exchange Listing to Nasdaq EX-99.1 Exhibit 99.1 Insight Acquisition Corp. Announces Planned Transfer of Stock Exchange Listing to Nasdaq New York, New York – April 21, 2023 – Insight Acquisition Corporation (NYSE: INAQ) announced today that it plans to transfer the listing of its Class A common stock and units from the New York Stock Exchange to the Nasdaq Stock Market (“Nasdaq”) and its warrants from the Over the Counter M |
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| April 19, 2023 |
Power of Attorney (included on signature page of this annual report). UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40775 INSIGHT ACQUISI |
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| April 19, 2023 |
EX-1.2 Exhibit 1.2 FEE REDUCTION AGREEMENT March 28, 2023 WHEREAS, pursuant to the Underwriting Agreement between Insight Acquisition Corp. (the “Company”) and Cantor Fitzgerald & Co., as Representative of the several Underwriters (“Cantor”), dated as of September 1, 2021 (the “Underwriting Agreement”), the Company previously agreed to pay to the Underwriters an aggregate of $12,000,000 as “deferr |
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| April 4, 2023 |
Exhibit 10.1 April 3, 2023 Avila Energy Corporation 1439 17th Avenue SE, Suite 201 Calgary, AB T2G 1J9 Attention: Leonard Van Betuw Insight Acquisition Corp. 333 East 91st Street New York, New York 10128 Re: Proposed Business Combination Ladies and Gentlemen: Reference is made to the letter (“IPO Letter Agreement”) delivered in accordance with the Underwriting Agreement (the “Underwriting Agreemen |
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| April 4, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among Insight Acquisition Corp. Avila Amalco Sub Inc. and Avila Energy Corporation Dated as of April 3, 2023 TABLE OF CONTENTS Page ARTICLE I PLAN OF ARRANGEMENT 3 1.1 Plan of Arrangement 3 1.2 Interim Order 3 1.3 The Company Meeting 4 1.4 The Company Circular 5 1.5 Final Order 5 1.6 Court Proceedings 6 1.7 Plan of Arrangement Steps 6 1.8 Articles |
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| April 4, 2023 |
Exhibit 10.4 Date: March 29, 2023 To: Insight Acquisition Corp., a Delaware corporation (“Insight” or “INAQ”) and Avila Energy Corporation, an Alberta corporation (“Target”). Address: 333 East 91st Street New York, New York 10128 From: (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”) and (iii) Meteora Select Trading Opportunities Master, LP (“MSTO”) (w |
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| April 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 29, 2023 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commission |
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| April 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 29, 2023 Date of Report (Date of earliest event reported) Insight Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or other jurisdiction of incorporation) (Commission |
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| April 4, 2023 |
EX-99.1 Exhibit 99.1 AVILA ENERGY CORPORATION EXPECTS TO LIST ON NASDAQ THROUGH BUSINESS COMBINATION WITH INSIGHT ACQUISITION CORP. • Established, Canadian low-cost oil & gas producer with international business experience. • Business strategy will implement a closed system of carbon capture and sequestration upstream, combined with downstream direct-to-consumer sales and services for “EnerTwin,” |
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| April 4, 2023 |
EX-10.3 Exhibit 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 3, 2023, is made and entered into by and among Insight Acquisition Corp., a Delaware corporation (the “Company”), Insight Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Avila Energy Corporation, an Albe |
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| April 4, 2023 |
Exhibit 10.2 COMPANY SUPPORT & LOCK-UP AGREEMENT THIS COMPANY SUPPORT & LOCK-UP AGREEMENT (this “Agreement”), dated as of April 3, 2023, is made by and among Avila Energy Corporation, an Alberta corporation (the “Company”), Insight Acquisition Corp., a Delaware corporation (the “SPAC”), and the individual or entity whose name appears in the signature block to this Agreement. W I T N E S S E T H: W |
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| March 31, 2023 |
NT 10-K Commission File Number: 001-40775 CUSIP: 45784L100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of the report (Date of earliest event reported): March 8, 2023 (March 6, 2023) INSIGHT ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or Other Jurisdiction of Incorp |
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| March 8, 2023 |
First Amendment to Amended and Restated Certificate of Incorporation of Insight Acquisition Corp. Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INSIGHT ACQUISITION CORP. March 6, 2023 Insight Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Insight Acquisition Corp.”. The original certificate of incorporation of the Corporati |
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| March 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of the report (Date of earliest event reported): March 2, 2023 INSIGHT ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or Other Jurisdiction of Incorporation) (Commis |
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| March 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of the report (Date of earliest event reported): March 2, 2023 INSIGHT ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or Other Jurisdiction of Incorporation) (Commis |
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| February 27, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of the report (Date of earliest event reported): February 27, 2023 INSIGHT ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or Other Jurisdiction of Incorporation) (Co |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of the report (Date of earliest event reported): February 27, 2023 INSIGHT ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or Other Jurisdiction of Incorporation) (Co |
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| February 16, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| February 14, 2023 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EX-99.1 2 d434463dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint fil |
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| February 14, 2023 |
SC 13G/A 1 d434463dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Insight Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 45784L100 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this sta |
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| February 10, 2023 |
ROPES & GRAY LLP 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036 WWW.ROPESGRAY.COM February 10, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Victor Rivera Melendez and Brigitte Lippmann, Staff Attorneys Re: Insight Acquisition Corp. Preliminary Proxy Statement on Sched |
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| February 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.) * Insight Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 45784L100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| February 6, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| January 26, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of the report (Date of earliest event reported): January 26, 2023 INSIGHT ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or Other Jurisdiction of Incorporation) (Com |
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| January 26, 2023 |
EX-99.1 2 d436764dex991.htm EX-99.1 Exhibit 99.1 Avila Energy Corporation announces the signing of a Non-Binding Letter of Intent with Insight Acquisition Corp to combine with the Company Calgary, Alberta – January 26, 2023 - Avila Energy Corporation (CSE:VIK) (“Avila” or the “Company”) announces the signing on January 24, 2023 of a preliminary non-binding Letter of Intent (the “LOI”) with Insight |
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| January 25, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11. |
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| November 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to INSIGHT ACQUISITION CORP. (Exact |
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| August 15, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to INSIGHT ACQUISITION CORP. (Exact name |
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| May 16, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to INSIGHT ACQUISITION CORP. (Exact nam |
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| March 31, 2022 |
Exhibit 4.5 INSIGHT ACQUISITION CORP. DESCRIPTION OF SECURITIES Insight Acquisition Corp. (?we,? ?our? or the ?Company?) is a Delaware corporation and our affairs are governed by our amended and restated certificate of incorporation and the Delaware General Corporation Law (the ?DGCL?). Pursuant to our amended and restated certificate of incorporation, we are authorized to issue 220,000,000 shares |
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| March 31, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-407 |
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| March 9, 2022 |
EX-99.1 2 d279491dex991.htm EX-99.1 Exhibit 99.1 INSIGHT ACQUISITION CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of September 7, 2021 (As Restated) F-3 Notes to Financial Statement (As Restated) F-4 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Insight Acquisition Corp. Opinion on the Financial State |
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| March 9, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of the report (Date of earliest event reported): March 4, 2022 (September 7, 2021) INSIGHT ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or Other Jurisdiction of |
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| March 9, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to INSIGHT ACQU |
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| March 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of the report (Date of earliest event reported): March 4, 2022 INSIGHT ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or Other Jurisdiction of Incorporation) (Commis |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Insight Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 45784L100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.) * Insight Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 45784L100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| February 14, 2022 |
INAQ / Insight Acquisition Corp. Class A Common Stock / LMR Partners LLP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Insight Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 45784L100 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to de |
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| February 14, 2022 |
EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A common stock, $0. |
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| February 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Insight Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 45784L100 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| November 15, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to INSIGHT ACQUISITION CORP. (Exact |
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| October 20, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of the report (Date of earliest event reported): October 20, 2021 INSIGHT ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40775 86-3386030 (State or Other Jurisdiction of Incorporation) (Com |
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| October 20, 2021 |
Exhibit 99.1 Insight Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing October 25, 2021 New York, NY ? October 20, 2021 ? Insight Acquisition Corp. (NYSE: INAQ.U) (the ?Company?) today announced that, commencing October 25, 2021, holders of the units sold in the Company?s initial public offering may elect to separately trade shares of the Company |
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| October 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to INSIGHT ACQUISITION CORP. (Exact name of registrant as |
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| September 13, 2021 |
SC 13G 1 formsc13g-insight.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Insight Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 45784L209 (CUSIP Number) September 7, 2021 (Date of event which requires filing of this statement) C |
