Alpha Modus Holdings, Inc 8-K, filed Apr 24, 2024
Alpha Modus Holdings, Inc. (AMOD)
About this 8-K
Alpha Modus Holdings, Inc filed this 8-K on April 24, 2024, reporting on events of April 21, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
During the preparation of an Annual Report on Form 10-K for the year ended December 31, 2023 for Insight Acquisition Corp. (the “Company”), the board of directors of the Company (the “Board”) learned that between March 2, 2023 and December 5, 2023, the Company withdrew an aggregate amount of $2,497,248.57 (the “Trust Withdrawal”) from the Trust Account pursuant to seven separate written withdrawal requests to Continental Stock Transfer and Trust (“Continental”), the trustee for the Trust Account, for the payment of taxes. Jeff Gary, consistent with his position as the Company’s Chief Financial Officer, signed and delivered each of the seven separate written withdrawal requests to Continental. Between March 10, 2023 and December 11, 2023 Mr. Gary, acting in his capacity as CFO, caused the Company to make payments in an aggregate amount of $1,447,889.17 of the Trust Withdrawal, for income taxes and Delaware franchise taxes due and payable by the Company. The Board learned further that between March 2, 2023 and December 31, 2023, Mr. Gary used the remaining $1,049,359.40 of the Trust Withdrawal, to pay for other business expenses of the Company. Each of the transactions described above was recorded on the books of the Company and no money was used for any payments other than for the Company’s tax liabilities or Company business-related expenses. The $1,049,359.40 that was withdrawn from the Trust Account for tax purposes but used to pay business expenses of the Company was paid back in-full to the Trust Account by the Sponsor on March 15, 2024 and on March 26, 2024 the Sponsor wired an additional $36,285.07 into the Trust Account to reimburse the Trust Account for interest that would have accrued on the funds that were erroneously withdrawn from the Trust Account.
Additionally, on July 20, 2023 Mr. Gary effected the transfer of $480,000 from the Company’s operating account to the Sponsor and on August 7, 2023, Mr. Gary effected the transfer of an additional $411,000 from the Company’s operating account to the Sponsor. The Board learned on or about November 14, 2023, that Mr. Gary had transferred funds from the Company’s operating account to the Sponsor. Mr. Gary informed the Board that the money was being used by the Sponsor to pay for certain Company expenses. The Board directed Mr. Gary to have the Sponsor return all such funds to the Company. The Sponsor transferred $891,000 to the Company between October 10, 2023 and November 2, 2023.
Based on the foregoing, on April 21, 2024, at the request of the Board, Jeff Gary verbally tendered his resignation as a director of the Company during a meeting of the Board held on April 21, 2024. The Board accepted Mr. Gary’s resignation as a director of the Company at the Board meeting held on April 21, 2024. Mr. Gary tendered a written notice of his resignation as a director of the Company, effective April 21, 2024, a copy of which is attached hereto as Exhibit 99.1.
As a result of the above conduct by Mr. Gary, the Board adopted resolutions taking the following actions:
1. On April 21, 2024, Mr. Gary was removed as the Company’s Chief Executive Officer and Chief Financial Officer of the Company.
2. On April 21, 2024, Mr. Gary was appointed as an Assistant Finance Manager of the Company and shall report to the Chief Executive Officer and the new Chief Financial Officer of the Company.
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3. On April 21, 2024, Michael Singer, the Executive Chairman of the Company, was appointed to the position of Chief Executive Officer of the Company.
4. On April 21, 2024, the Board engaged Glenn Worman, through SeatonHill Partners, LP, as the Company’s Chief Financial Officer, to among other things, approve and sign the Company’s 2023 Annual Report on Form 10-K. Mr. Worman has no familial relationship with any officer or director of the Company. A copy of Mr. Worman’s executive services agreement with the Company is attached hereto as Exhibit 10.1.
Mr. Worman’s background is as follows:
Glenn Worman, 65 years old, has been a Partner in the New York office of SeatonHill Partners, LP since November 2022. Mr. Worman is an accomplished and diverse financial services executive with a history of providing strong, effective leadership and developing and executing strategy across a spectrum of businesses. With nearly four decades of experience, he is adept at organizational analysis and implementing change, ensuring proper controls and sources of liquidity are in place, and advising executive management on business direction. Mr. Worman’s prior experience in senior finance and chief operating officer positions in corporate finance, fixed income and equity capital markets, wealth management, investment management, strategic analysis, interdealer brokerage, and compliance underscore his ability to handle industry segment and public company chief financial officer requirements. Between 2015 and 2022, Mr. Worman served as the CFO and President of National Holdings Corporation. From 2011 to 2015, he served as the Chief Financial Officer for the Americas for ICAP, plc. Prior to ICAP, plc Mr. Worman held senior positions at, among other companies, Deutsche Bank, Morgan Stanley, and Merrill Lynch. Mr. Worman earned a BS degree from Ramapo College of New Jersey and an MBA from Fairleigh Dickinson University.
5. Mr. Gary agreed to reimburse the Company for all fees and expenses incurred by the Company in connection with the Company’s engagement of Mr. Worman as the new Chief Financial Officer of the Company. A copy of the Letter Agreement signed by Mr. Gary is attached hereto as Exhibit 10.2.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Glenn Worman’s Executive Services Agreement between SeatonHill, LP and Insight Acquisition Corp., dated April 5, 2024. | |
| 10.2 | Letter Agreement between Jeff Gary and Insight Acquisition Corp., dated April 4, 2024. | |
| 99.1 | Jeff Gary Letter of Resignation, dated April 21, 2024. | |
| 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: April 24, 2024
INSIGHT ACQUISITION CORP.
| By: | /s/ Michael Singer | |
| Name: | Michael Singer | |
| Title: | Executive Chairman |
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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 Exhibit A and B (collectively, the “Agreement”) confirms our mutual understanding of the terms and conditions upon which SeatonHill will make available to you the services of Glenn Worman (the “CFO Partner”) along with the intellectual capital and support of SeatonHill for use in connection with our relationship with you.
Work will begin upon receipt of the initial retainer (the “Effective Date”). The CFO Partner will initially be retained as a Consultant until the Partner’s background check, and approvals and filings allow for work on your behalf performing as the Company’s CFO. The CFO Partner will take direction from and report directly to the Company’s Executive Chairman. The scope of work will be consistent with the attached Exhibit B.
Compensation
The compensation due to SeatonHill is as follows:
You will pay directly to SeatonHill the fees as noted in Exhibit B. (“Fees”) with payments to SeatonHill made in accordance with the instructions set forth in Exhibit A. In addition to our standard professional service fees as described in Exhibit B, we will charge a 3% administrative fee, which covers ancillary administrative costs such as technology, communication, and supplies; however, it does not include the CFO Partner’s out-of-pocket expenses related to the performance of the services. Absent any specified expense reimbursement provisions in Exhibit B, the Company will reimburse the CFO Partner for pre- approved travel and other out-of-pocket expenses incurred by the CFO Partner to the same extent that the Company reimburses other senior managers for such expenses.
We appreciate the opportunity to serve you and believe this Agreement accurately reflects our mutual understanding. We would be pleased to discuss this Agreement with you at your convenience. If the foregoing is in accordance with your understanding, please sign a copy of this Agreement and return it to my attention.
Sincerely,
| SeatonHill Partners, LP | Accepted and agreed: | |
| Insight Acquisition Corp | ||
| /s/ J. Gregory Coffey | /s/ Michael Singer | |
| J. Gregory Coffey | Michael Singer | |
| President and Chief Executive Officer | Executive Chairman | |
| 2024-04-05 | 10:53:25 CDT | 2024-04-09 | 11:10:14 CDT |
Exhibit A
Terms
and Conditions
1. Relationship of the Parties. The parties agree that SeatonHill and the CFO Partner will be serving the Company as an independent contractor for all purposes and not as an employee, agent, partner of, or joint venturer with the Company.
2. Payment Terms. SeatonHill will invoice the Company according to the terms in Exhibit B. Payments to SeatonHill should be made according to the payments instructions provided on each invoice. Any amounts not paid when due may be subject to a periodic service charge equal to the lesser of 1.5% per month and the maximum amount allowed under applicable law, until such amounts are paid in full, including assessed service charges.
3. Termination.
(a) Either party may terminate this Agreement by providing the other party a minimum of 30 days advance written notice. SeatonHill will continue to provide, and the Company will continue to pay for, the services until the termination effective date.
(b) SeatonHill may terminate this Agreement immediately upon written notice to the Company if: (i) the Company is engaged in or asks SeatonHill or the CFO Partner to engage in or ignore any illegal or unethical activity; (ii) the CFO Partner ceases to be a member of SeatonHill for any reason; (iii) the CFO Partner dies or becomes disabled; or (iv) the Company fails to pay any amounts due to SeatonHill when due. Notwithstanding the foregoing, in lieu of terminating this Agreement under (ii) and (iii) above, upon the mutual agreement of the parties, the CFO Partner may be replaced by another SeatonHill member.
(c) The expiration or termination of this Agreement will not destroy or diminish the binding force and effect of any of the provisions of this Agreement that expressly, or by reasonable implication, come into or continue in effect on or after such expiration or termination, including, without limitation, provisions relating to payment of fees and expenses (including witness fees and expenses), hiring the CFO Partner, governing law, arbitration, limitation of liability, and indemnity.
4. Hiring the CFO Partner Outside of a SeatonHill Agreement. During the term of this Agreement and for the 12-month period following the termination or expiration of this Agreement, other than in connection with this Agreement or another SeatonHill agreement, the Company will not employ the CFO Partner or engage the CFO Partner as an independent contractor. The parties recognize and agree that a breach by the Company of this provision would result in the loss to SeatonHill of the CFO Partner’s valuable expertise and revenue potential and that such injury will be impossible or very difficult to ascertain. Therefore, in the event this provision is breached, SeatonHill will be entitled to receive as liquidated damages an amount equal to 45% of the Annualized Compensation (as defined below), which amount the parties agree is reasonably proportionate to the probable loss to SeatonHill and is not intended as a penalty. The amount will be due and payable to SeatonHill upon written demand to the Company. If a court or arbitrator determines that liquidated damages are not appropriate for such breach, SeatonHill will have the right to seek actual damages and/or injunctive relief. “Annualized Compensation” means the equivalent of the CFO Partner’s salary with the Company calculated on a full-time annual basis plus the maximum amount of any bonus for which the CFO Partner was eligible with respect to the then-current bonus year.
5. Compensation paid directly to CFO Partner. With respect to any Bonus (as defined below) otherwise to be paid, granted or provided directly to the CFO Partner, you agree to pay, grant, or provide 20% of such Bonus directly to SeatonHill, in lieu of the CFO Partner. For purposes hereof, “Bonus” means any bonus paid, granted or provided by the Company to the CFO Partner in equity, cash or other consideration, in each case, in connection with services rendered by the CFO Partner to the Company.
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6. Limitation of Liability; Indemnity.
(a) The liability of SeatonHill in any and all categories and for any and all causes arising out of this Agreement, whether based in contract, tort, negligence, strict liability or otherwise will, in the aggregate, not exceed the actual Fees paid by the Company to SeatonHill over the previous two months of the Agreement. In no event will SeatonHill be liable for incidental, consequential, punitive, indirect or special damages, including, without limitation, any interruption or loss of business, profit or goodwill. As a condition for recovery of any liability, the Company must assert any claim against SeatonHill within three months after discovery or 60 days after the termination or expiration of this Agreement, whichever is earlier.
(b) The Company agrees to indemnify SeatonHill and the CFO Partner to the full extent permitted by law for any losses, costs, damages, and expenses (including reasonable attorneys’ fees), as they are incurred, in connection with any cause of action, suit, or other proceeding arising in connection with the CFO Partner’s services to the Company. The Company shall name the CFO Partner as an additional insured under its liability insurance policy covering the Company’s directors, officers and equivalently-placed employees. The company further agrees to provide evidence of this coverage as soon as it is in place. It is mutually understood that naming the CFO Partner as CFO of the Company, that he will remain at all times a partner of SeatonHill and not become an employee of the Company and will be compensated solely by SeatonHill.
7. Governing Law, Arbitration, and Witness Fees.
(a) This Agreement will be governed by and construed in accordance with the laws of the State of Texas, without regard to conflicts of laws provisions.
(b) If the parties are unable to resolve any dispute arising out of or in connection with this Agreement, the parties agree and stipulate that any such disputes will be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration will be conducted in the Dallas, Texas office of the AAA by a single arbitrator selected by the parties according to the rules of the AAA, and the decision of the arbitrator will be final and binding on both parties. The arbitrator will render his or her decision within 90 days after the call for arbitration. Judgment on the award of the arbitrator may be entered in and enforced by any court of competent jurisdiction. The arbitrator will have no authority to award damages in excess or in contravention of this Agreement and may not amend or disregard any provision of this Agreement, including this Section. Notwithstanding the foregoing, either party may seek appropriate injunctive relief from any court of competent jurisdiction, and SeatonHill may pursue payment of undisputed amounts through any court of competent jurisdiction.
(c) In the event any member or employee of SeatonHill (including, without limitation, the CFO Partner to the extent not otherwise entitled in his or her capacity as an employee of the Company) is requested or authorized by the Company or is required by government regulation, subpoena, or other legal process to produce documents or appear as witnesses in connection with any action, suit or other proceeding initiated by a third party against the Company or by the Company against a third party, the Company will, so long as SeatonHill is not a party to the proceeding in which the information is sought, reimburse SeatonHill for its member’s or employee’s professional time (based on customary rates) and expenses, as well as the fees and expenses of its counsel (including the allocable cost of in- house counsel), incurred in responding to such requests.
8. Miscellaneous.
(a) The Company agrees to reimburse SeatonHill for all costs and expenses incurred by SeatonHill in enforcing collection of any monies due under this Agreement, including, without limitation, reasonable attorneys’ fees.
(b) The Company agrees to allow SeatonHill to use the Company’s logo and name on SeatonHill’s website and other marketing materials for the sole purpose of identifying the Company as a client of SeatonHill. SeatonHill will not use the Company’s logo or name in any press release or general circulation advertisement without the Company’s prior written consent.
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Exhibit B
Scope of Work and Compensation
Financial Reporting & Accounting
| ● | Develop understanding of organization structure and review of financial information & accounting flow |
| ● | Establish the Company’s CFO function and assume oversight of and responsibility for the Company’s corporate-level finance activities |
| ● | Assess and make recommendations on outsourced accounting service and current CFO approach and controls |
| ● | Review, and as required develop and direct financial reporting and accounting systems |
| ● | Work closely with auditors and attorneys to ensure corporate responsibilities are met |
| ● | Weekly updates to the company’s Board of Directors during and post initial phase |
Financial Audit & SEC Filings (10-K/10-Q’s)
| ● | Provide executive oversight of financial statement audit including the review and approval of the full financial statements and footnotes to audit report/10-K and signing as the CFO for all SEC Filings |
Treasury Management Systems and Cash Forecasting
| ● | Ensure proper cash controls |
Ongoing Operational Activities
| ● | Provide finance leadership including the review, analysis, advice, and guidance to the leadership team for all aspects of strategic decisions |
| ● | Implementation and refinement of financial reporting processes and report templates, financial controls, and GAAP- compliant accounting policies |
| ● | Ensure timely completion of periodic (monthly, quarterly, annual) financial statements and their distribution |
| ● | Preparation of Board package and presentation at Board Meetings |
CFO resources:
| ● | CFO Partner to serve as CFO on a 24/7 retained basis with a target time allocation as follows: |
| – | Initial Phase: Projected at 100 hours for completion and filing of 10-K (timing of transition to Operational Phase to be approved by Company) |
| – | Operational Phase: Projected at 100 hours (Scope to be refined following Initial Phase and may be adjusted based on the level of time required) |
| ● | Both parties agree to monitor the actual time demands so that a significant deviation from the target allocation for will result in a review of the retainer fee and projected time allocation |
| ● | Jack McGovern, Area Managing Partner, to act as Advisory Partner for the Consultant (at no additional charge) |
Compensation1:
| ● | Upfront retainer fee for services - $50,0001 to cover first 140 hours |
| ● | Fees for services beyond the first 140 hours are chargeable at a hourly rate of $3501 and will be billed semi-monthly in arrears on the 15th and last days of each month |
| ● | Reimbursement of travel and other approved expense |
| ● | Expended hours will be reported on a semi-monthly basis on the 15th and last day of the month |
| ● | Invoices are due upon receipt and payments will be made via ACH or other form of electronic payment |
| 1 | In addition to our standard professional service fees described above, we will charge a 3% administrative fee, which covers ancillary administrative costs such as technology, communication, and supplies; however, it does not include the CFO Partner’s out-of-pocket expenses related to the performance of the services. |
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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, <insert address> (“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 Company in advance for the costs and expenses associated with the engagement of a new Chief Financial Officer.
NOW, THEREFORE, in consideration of the premises set forth above and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Mr. Gary acknowledges and consents to the Company entering into the Seaton Hill Executive Services Agreement dated April 4, 2024 (the ”Agreement”) to engage Glenn Worman to serve as Chief Financial Officer of the Company as Mr. Gary’s replacement.
2. Mr. Gary acknowledges and agrees to pay all fees and compensation set forth in Exhibit B of the Agreement. Mr. Gary will tender all payments to the Company, and the Company will pay Seaton Hill’s such fees and compensation directly. Mr. Gary acknowledges and agrees to pay the Upfront Retainer of $50,000 as set forth in the Agreement by April 5, 2024.
3. The Agreement provides that Fees for services beyond the first 140 hours are chargeable at a hourly rate of $350 per hour (the “Additional Fees”) and that the Additional Fees will be billed semi-monthly in arrears on the 15th day and last day of each month. Mr. Gary acknowledges and agrees that he will pay the Additional Fees to the Company within two (2) business days of receiving notice from the Company of the amount of Additional Fees due.
4. Mr. Gary, further, acknowledges and agrees that he will pay for all of Mr. Worman’s travel and other expenses as approved by the Company (the “Approved Expenses”). Mr. Gary acknowledges and agrees that he will pay the Approved Expenses to the Company within two (2) business days of receiving notice from the Company of the amount of Approved Expenses due.
5. Defined terms from the Agreement will have the same meaning ascribed to them in this Letter Agreement.
6. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to any conflicts of laws principles of the State of New York or any other jurisdiction that would call for the application of the law of any jurisdiction other than the State of New York. In connection with any dispute under this Agreement, Mr. Gary consents to the jurisdiction of any state or federal court sitting in New York County, New York
7. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
| Sincerely, | ||||
| Insight Acquisition Corp | Jeff Gary | |||
| By: | /s/ Michael Singer | By: | /s/ Jeff Gary | |
| Michael Singer, Executive Chairman | ||||
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 truly yours, | |
| /s/ Jeff Gary | |
| Jeff Gary |