SEC Form 425 filed by Insight Acquisition Corp.

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

December 12, 2024

Date of Report (Date of earliest event reported)

Insight Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (609) 751-3193

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:

Securities registered pursuant to Section 12(b) of the Act:

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 1.01. Entry into a Material Definitive Agreement.

On October 23, 2024, Insight Acquisition Corp. (“Insight” or the “Company”) disclosed that the Company entered into a securities purchase agreement (the “SPA”) with Streeterville Capital, LLC (the “Investor”), an entity controlled by John M. Fife, pursuant to which the Company will sell, and the Investor will purchase, a secured convertible promissory note in the original principal amount of $2,890,000 (the “Note”) for a net purchase price of $2,600,000 (after deducting an original issue discount of $260,000, and payment of $30,000 for the Investor’s legal, accounting, due diligence, asset monitoring, and other transaction expenses), which is anticipated to close on the date that the Company closes its business combination (the “Business Combination”) with Alpha Modus, Corp. (“Alpha Modus”). See the Company’s Current Report on Form 8-K filed on October 23, 2024.

On December 12, 2024, the Company amended the SPA to provide for revised terms in the Note to be issued under the SPA (the “Amended SPA”). Specifically, the revised terms of the Note provide (i) that the floor price on the Conversion Price is now $4.00, (ii) if the closing bid price of Company’s common stock is less than the floor price for ten consecutive trading days, the Company shall be obligated to commence repayment of the Note on 90 days following delivery of the purchase price for the Note (the “Purchase Price Date”), and (iii) the Investor shall not foreclose on the Company’s assets for twelve months following the Purchase Price Date (the “Amended Note”).

The foregoing description of the Amended SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended SPA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 8.01. Other Information.

On December 12, 2024, Polar Multi-Strategy Master Fund (“Polar”), one of the Company’s investors and the holder of 1,000,000 shares of Alpha Modus, Corp. common stock, agreed to forfeit 850,000 of its shares of Alpha Modus, Corp. common stock (such that at closing of the Company’s business combination with Alpha Modus, Corp., Polar shall only be issued 150,000 shares of Company common stock). A copy of the forfeiture agreement between Polar and Alpha Modus Corp. is attached hereto as Exhibit 99.1.

The foregoing description of the forfeiture agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the forfeiture agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed Business Combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Report.

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.

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