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Washington, D.C. 20549


Form 8-K


Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


August 10, 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
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)


333 East 91st Street
New York, NY

(Address of Principal Executive Offices)   (Zip Code)


Registrant’s telephone number, including area code: (203) 353-7610



(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 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 1.02 Termination of a Material Definitive Agreement


As previously disclosed, on April 3, 2023, Insight Acquisition Corp., a Delaware corporation (“SPAC”), Avila Amalco Sub Inc., an Alberta corporation (“Amalco Sub”) and Avila Energy Corporation, an Alberta corporation (“Avila”), entered into a business combination agreement and plan of merger (the “BCA”) providing for the acquisition of Avila by SPAC for consideration consisting of shares in SPAC following its redomicile into the Province of Alberta. The terms of the BCA were more fully described in SPAC’s Current Report on Form 8-K filed with Securities and Exchange Commission on April 4, 2023.


On August 10, 2023, the SPAC and Avila entered into a Letter Agreement providing for the mutual termination of the BCA. The Letter Agreement provides for the mutual release of claims against the other party and also provides that Avila will pay to SPAC $300,000 in partial reimbursement of expenses incurred by SPAC in connection with the BCA (the “Avila Payment”). The Avila Payment is due and payable as follows: 1) up to $300,000 immediately upon Avila’s receipt of net proceeds from any financing, public or private, in excess of U.S. $3,000,000, -or- (2) (i) $50,000 by December 1, 2023, (ii) $100,000 by February 1, 2024 and (iii) $150,000 by April 1, 2024.


The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.


Item 7.01 Regulation FD Disclosure


On August 11, 2023, SPAC and Avila issued a press release announcing the termination of the BCA. A copy of the press release is furnished as Exhibit 99.1 hereto.


Item 9.01. Financial Statements and Exhibits


Exhibit #   Description
10.1   Letter Agreement dated August 10, 2023
99.1   Press Release dated August 11, 2023.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







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: August 11, 2023  
By: /s/ Michael Singer  
Name:  Michael Singer  
Title: Executive Chairman