8-K
ALPHA MODUS HOLDINGS, INC. (AMOD)
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<br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br>Identification No.) |
| 333 East 91st Street<br> <br>New York, NY | 10128 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (203) 353-7610
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | INAQU | The Nasdaq Stock Market |
| Class A Common Stock, par value $0.0001 per share | INAQ | The Nasdaq Stock Market |
| Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | INAQW | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
|---|
On May 24, 2023, Insight Acquisition Corp. (the “Company”) received a notification from The Nasdaq Stock Market (“Nasdaq”) that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) as it had failed to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Form 10-Q”). Under the Nasdaq Listing Rules, the Company now has 60 calendar days to submit a plan to regain compliance and if the plan is accepted, Nasdaq may grant an exception of up to 180 calendar days from the Form 10-Q’s due date, or until November 20, 2023, to regain compliance.
In accordance with the notification from Nasdaq, the Company issued a press release dated May 31, 2023 announcing the receipt of the letter, a copy of which is filed as Exhibit 99 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
| Exhibit # | Description |
|---|---|
| 99 | Press Release Dated May 31, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 31, 2023 | |
|---|---|
| INSIGHT ACQUISITION CORP. | |
| By: | /s/ Michael Singer |
| Name: | Michael Singer |
| Title: | Executive Chairman |
2
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 5250(c)(1) as a result of it not having timely filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “2023 Q1 10-Q”) with the Securities and Exchange Commission (“SEC”).
The Nasdaq notification letter provides the Company with 60 calendar days, or until July 24, 2023, to submit to Nasdaq a plan to regain compliance in accordance with Nasdaq’s listing requirements. If the Company’s plan is accepted, Nasdaq may grant the Company up to 180 days, or until November 20, 2023, for the Company to regain compliance. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel under Nasdaq Listing Rule 5815(a). The Nasdaq notification letter has no immediate effect on the listing of the Company’s securities on the NASDAQ Global Market.
The Company does not currently expect submission of a compliance plan will be necessary as it anticipates filing its 2023 Q1 10-Q prior to the expiration of the 60 day period. The Company anticipates that it will fully regain compliance with the NASDAQ continued listing requirements upon such filing of its 2023 Q1 10-Q.
About Insight Acquisition Corp.
Insight Acquisition Corp. is a special purpose acquisition company formed solely to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. Insight Acquisition Corp. is sponsored by Insight Acquisition Sponsor LLC. For additional information, please insightacqcorp.com.
Forward-Looking Statements
This release contains certain statements that may be deemed “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, that address activities, events or developments that we or our management intends, expects, projects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are based upon certain assumptions and assessments made by our management in light of their experience and their perception of historical trends, current economic and industry conditions, expected future developments and other factors they believe to be appropriate. The forward-looking statements included in this release are also subject to a number of material risks and uncertainties, including but not limited to economic, competitive, governmental, and technological factors affecting our operations, markets, products, services and prices. Such forward-looking statements are not guarantees of future performance, and actual results, developments and business decisions may differ from those envisaged by such forward-looking statements. We identify the principal risks and uncertainties that affect our performance in our 2022 Annual Report on Form 10-K and other filings with the Securities and Exchange Commission.
Contacts
Insight Acquisition Corp.
Gateway Group
Cody Slach and Georg Venturatos
949-574-3860
INAQ@gatewayir.com