UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Insight Acquisition Corp.
(Name of Issuer)
Class A common stock, $0.0001 par value per share
(Title of Class of Securities)
45784L100
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 45784L100
| 1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Insight Acquisition Sponsor LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
|
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
5,324,997 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
5,324,997 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,324,997 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
76.0% |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
2
CUSIP No. 45784L100
| 1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jeff Gary |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
|
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
5,324,997 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
5,324,997 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,324,997 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
76.0% |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
3
CUSIP No. 45784L100
| 1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michael Singer |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
|
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
5,324,997 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
5,324,997 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,324,997 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
76.0% |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
4
| Item 1(a). | Name of Issuer: |
Insight Acquisition Corp.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
333 East 91st Street,
New York, New York 10128.
| Item 2(a). | Names of Persons Filing: |
This Schedule 13G (the “Schedule 13G”) is being filed on behalf of each of the following persons (each, a “Reporting Person”):
| (i) | Insight Acquisition Sponsor LLC; |
| (ii) | Jeff Gary; and |
| (iii) | Michael Singer. |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of each of the Reporting Persons is 333 East 91st Street, New York, New York 10128.
| Item 2(c). | Citizenship: |
| (i) | Insight Acquisition Sponsor LLC is a Delaware limited liability company; |
| (ii) | Mr. Jeff Gary is a citizen of the United States; and |
| (iii) | Mr. Michael Singer is a citizen of the United States. |
| Item 2(d). | Title of Class of Securities: |
The Reporting Persons own 4,875,000 shares of Class A common stock, $0.0001 par value per share and 449,997 shares of Class B common stock, $0.0001 par value per share, which is convertible into Class A common stock on a 1 for 1 basis..
| Item 2(e). | CUSIP Number: |
45784L100
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not Applicable.
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| Item 4. | Ownership. |
Ownership as of December 31, 2023 is incorporated by reference to items (5) – (9) and (11) of the cover page of the Reporting Person. The percentage herein is calculated based upon the aggregate total of the 6,100,945 Class A common shares, par value $0.0001 per share, and 900,000 Class B common shares, par value $0.0001 per share, issued and outstanding as of November 14, 2023, as reported in the Issuer’s Form 10-Q filed with the SEC on November 15, 2023.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐. Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certification. |
By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibit Index
Joint Filing Agreement, dated February 11, 2022, by and among Insight Acquisition Sponsor LLC, Jeff Gary and Michael Singer
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 14, 2024
| INSIGHT ACQUISITION SPONSOR LLC | ||
| By: | /s/ Jeff Gary | |
| Name: | Jeff Gary | |
| Title: | Managing Member | |
| By: | /s/ Michael Singer | |
| Name: | Michael Singer | |
| Title: | Managing Member | |
| JEFF GARY | ||
| By: | /s/ Jeff Gary | |
| MICHAEL SINGER | ||
| By: | /s/ Michael Singer | |
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the securities of Insight Acquisition Corp., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this agreement as of February 14, 2024.
| INSIGHT ACQUISITION SPONSOR LLC | ||
| By: | /s/ Jeff Gary | |
| Name: | Jeff Gary | |
| Title: | Managing Member | |
| By: | /s/ Michael Singer | |
| Name: | Michael Singer | |
| Title: | Managing Member | |
| JEFF GARY | ||
| By: | /s/ Jeff Gary | |
| MICHAEL SINGER | ||
| By: | /s/ Michael Singer | |
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