UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Securities Exchange Act of 1934
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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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