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
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<br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer <br><br>Identification No.) |
| 333 East 91st StreetNew York, NY | 10128 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(609) 751-9193
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<br>communications pursuant to Rule 425 under the Securities Act |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act |
| --- | --- |
| ☐ | Pre-commencement<br>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 Symbol | Name of each exchange 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, LLC |
| Class A Common Stock, par value $0.0001 per share | INAQ | The Nasdaq Stock Market, LLC |
| 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, LLC |
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 8.01. Other Events.
As previously disclosed, effective as of October 13, 2023, Insight Acquisition Corp. (the “Company”), IAC Merger Sub Inc., a Florida corporation (“Merger Sub”) and Alpha Modus, Corp., a Florida corporation (“Alpha Modus”), entered into a business combination agreement and plan of merger (the “AM BCA”) pursuant to which Merger Sub will merge with and into Alpha Modus with Alpha Modus as the surviving corporation and becoming a wholly owned subsidiary of the Company. The board of directors of the Company has unanimously approved and declared advisable the AM BCA, the merger and the other transactions contemplated thereby (the “Business Combination”). In connection with the Business Combination the Company will change its name to Alpha Modus Holdings, Inc.
In its definitive proxy statement filed with the SEC on September 18, 2024 (the “Proxy Statement”), the Company disclosed that the Board of Directors of the post Business Combination Company will consist of the following members:
William Alessi – Chairman
Greg Richter
William Ullman
Michael Garel
Scott Wattenberg
The Proxy Statement further disclosed the composition of the post Business Combination Company’s committees, as follows:
Audit Committee
William Ullman
Greg Richter
Scott Wattenberg - Chairman
Compensation Committee
Greg Richter - Chairman
Michael Garel
Scott Wattenberg
Nominating and Corporate
Governance Committee
William Ullman
Michael Garel
Greg Richter - Chairman
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On November 25, 2024, the Company and Alpha Modus have determined to revise the composition of the post Business Combination Company’s committee members because Greg Richter is William Alessi’s brother-in-law and as such does not qualify as an independent director under Nasdaq’s rules. Accordingly, following the Business Combination, the post Business Combination Company’s committees will be composed as follows:
Audit Committee
William Ullman
Michael Garel
Scott Wattenberg - Chairman
Compensation Committee
William Ullman
Michael Garel - Chairman
Scott Wattenberg
Nominating and Corporate
Governance Committee
William Ullman - Chairman
Michael Garel
Scott Wattenberg
Item 9.01. Financial Statements and Exhibits.
| EXHIBIT NO. | DESCRIPTION |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 26, 2024
INSIGHT ACQUISITION CORP.
| By: | /s/ Michael Singer |
|---|---|
| Name: | Michael Singer |
| Title: | Executive Chairman and |
| Chief Executive Officer |
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