Alpha Modus Holdings, Inc 8-K, filed Apr 25, 2023
Alpha Modus Holdings, Inc. (AMOD)
About this 8-K
Alpha Modus Holdings, Inc filed this 8-K on April 25, 2023, reporting on events of April 18, 2023.
Items reported
- Item 3.01: Delisting notice or listing transfer
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On April 18, 2022, Insight Acquisition Corp. (the “Company”) received a notification from the New York Stock Exchange (“NYSE”) that it was in violation of NYSE requirements as it had failed to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”) and that if the Form 10-K is not filed with the SEC by 2:30 p.m. Eastern Time on April 21, 2023, NYSE post the Company to the NYSE’s late filers list on the Profile, Data and News pages with respect to each of the Company’s securities (the “LF Designation”). Effective April 19, 2022, the Company filed the Form 10-K and that same day the Company received additional correspondence from the NYSE acknowledging that the filing had been made and cancelling its prior correspondence and stating that the LF Designation would not be posted on the Profile, Data and News pages with respect to each of the Company’s securities.
| Item 8.01. | Other Information. |
Following the Special Meeting and stockholder redemptions, the Company received a notice from the NYSE stating that, as a result of the stockholder redemptions, the Company does meet the continuing listing requirements of NYSE. Specifically, the NYSE informed the Company that the market value of the Company’s publicly listed securities fell below $40 million and if the market value of the Company’s publicly listed securities remains below $40 million on a 30-trading day average, the SPAC would be subject to suspension and delisting. Currently, the SPAC is subject to suspension and delisting on May 3, 2023.
Based on the notification received from the NYSE, the Company has commenced the process to transfer the listing of its Class A Common Stock and Units from the NYSE to The Nasdaq Stock Market and its Warrants from the Over the Counter Market to The Nasdaq Stock Market. While the Company is presently in the application process, we expect the Company’s Class A common stock to be listed on the Nasdaq Global Market and the Company’s units and warrants to be listed on the Nasdaq Capital Market, prior to May 3, 2023.
On April 21, 2023, the Company issued a press release reporting that the Company plans to transfer the listing of its securities to The Nasdaq Stock Market. The press release is attached hereto at Exhibit 99.1. In that press release, the Company had stated that it anticipated trading to commence on Nasdaq on April 26, 2023. The Company now expects that its securities will commence trading on The Nasdaq Stock Market on Tuesday, May 2, 2023. The Company shall file a new press release once it has confirmation of the date its securities will commence trading on The Nasdaq Stock Market.
| Item 9.01. | Financial Statements and Exhibits |
| Exhibit # |
Description | |
| 99.1 | Press Release dated April 21, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
1
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: April 25, 2023
| INSIGHT ACQUISITION CORP. | ||
| By: | /s/ Michael Singer | |
| Name: | Michael Singer | |
| Title: | Executive Chairman | |
2
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 Market to the Nasdaq Stock Market. Insight Acquisition Corp. expects to commence trading as a Nasdaq-listed company upon the market open on Wednesday, April 26, 2023. After the transfer, Insight Acquisition Corp.’s Class A common stock will continue trading under the ticker symbol “INAQ” on the Nasdaq Global Market and Insight Acquisition Corp.’s units and warrants will continue trading under the ticker symbols “INAQU” and “INAQW,” respectively, on the Nasdaq Capital Market.
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