Insight Acquisition Corp DE
For the period ended Dec 31, 2023. Filed May 14, 2024.
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FY2023 · Filed May 14, 2024
AMOD$0.94-3.7%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
Item 15. Exhibits, Consolidated Financial Statement Schedules.
(a) The following documents are filed as part of this Form 10-K:
(1) Consolidated Financial Statements:
| Page | |
| Report of Independent Registered Public Accounting Firm | F-2 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | F-3 |
| Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 | F-4 |
| Consolidated Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2023 and 2022 | F-5 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 | F-6 |
| Notes to Consolidated Financial Statements | F-7 to F-29 |
(2) Consolidated Financial Statement Schedules:
None.
(3) Exhibits
We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.
| Exhibit Number | Description |
| 1.1 | Underwriting Agreement, dated September 1, 2021, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on September 7, 2021). |
| 1.2 | Amendment to Underwriting Agreement, dated March 28, 2021, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters (incorporated by reference to Exhibit 1.2 of the Company’s Annual Report on Form 10-K filed on April 19, 2023). |
| 2.1 | Business Combination Agreement, dated as of April 3, 2023, by and among Insight Acquisition Corp., Avila Amalco Sub Inc. and Avila Energy Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on April 4, 2023) |
| 2.2 | Business Combination Agreement, dated as of October 13, 2023, by and among Insight Acquisition Corp., IAC Merger Sub Inc. and Alpha Modus, Corp. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on October 17, 2023) |
| 3.1 | Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on September 7, 2021) |
| 3.2 | Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated March 6, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on March 8, 2023) |
| 3.3 | Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated September 6, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on SEptember 8, 2023) |
| 3.3 | Bylaws (incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement on Form S-1 (File No. 333-258727) initially filed on August 11, 2021) |
| 4.1 | Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 (File No. 333-258727) initially filed on August 11, 2021) |
| 4.2 | Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-1 (File No. 333-258727) initially filed on August 11, 2021) |
| 4.3 | Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-1 (File No. 333-258727) initially filed on August 11, 2021) |
| 4.4 | Warrant Agreement, dated September 1, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on September 7, 2021) |
| 4.5 | Description of the Company’s securities (incorporated by reference to Exhibit 4.5 of the Company’s Annual Report on Form 10-K filed on March 31, 2022) |
| Exhibit Number | Description |
| 10.1 | Letter Agreement, dated September 1, 2021, by and among the Company, its executive officers, its directors and Insight Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on September 7, 2021) |
| 10.2 | Investment Management Trust Agreement, dated September 1, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on September 7, 2021) |
| 10.3 | Registration Rights Agreement, dated September 1, 2021, by and among the Company, Insight Acquisition Sponsor LLC and the other holders party thereto (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on September 7, 2021) |
| 10.4 | Private Placement Warrants Purchase Agreement, dated September 1, 2021, by and between the Company and Insight Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on September 7, 2021) |
| 10.5 | Private Placement Warrants Purchase Agreement, dated September 1, 2021, by and among the Company, Cantor Fitzgerald & Co. and Odeon Capital Group, LLC (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed on September 7, 2021) |
| 10.6 | Administrative Services Agreement, dated September 1, 2021, by and between the Company and Insight Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed on September 7, 2021) |
| 10.7 | Securities Subscription Agreement, dated April 30, 2021, by and between the Company and Insight Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-1 (File No. 333-258727) initially filed on August 11, 2021) |
| 10.8 | Form of Indemnity Agreement (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 (File No. 333-258727) initially filed on August 11, 2021) |
| 10.9 | Promissory Note, dated April 30, 2021, issued to Insight Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-1 (File No. 333-258727) initially filed on August 11, 2021) |
| 10.10 | Amended and Restated Sponsor Support Agreement, dated as of April 3, 2023, by and among Insight Acquisition Corp., Avila Energy Corporation and founding stockholders of Insight Acquisition Corp. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on April 4, 2023) |
| 10.11 | Form of Company Support & Lock-Up Agreement, dated as of April 3, 2023, by and among Avila Energy Corporation, Insight Acquisition Corp. and certain stockholders of Avila Energy Corporation (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on April 4, 2023) |
| 10.12 | Amended and Restated Registration Rights Agreement, dated as of April 3, 2023, by and among Insight Acquisition Corp., Avila Energy Corporation and IPO underwriters of Insight Acquisition Corp. (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on April 4, 2023) |
| 10.13 | Forward Share Purchase Agreement dated as of March 29 2023, by and among Insight Acquisition Corp., Avila Energy Corporation, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on April 4, 2023) |
| 10.14 | Subscription Agreement, dated August 30, 2023, by and between Insight Acquisition Corp., Insight Acquisition Sponsor, LLC and Polar Multi-Strategy Master Fund (incorporated by reference to Exhibit 10.10 of the Company’s Quarterly Report on Form 10-Q filed on October 25, 2023). |
| 10.15 | Stockholder Support Agreement, dated as of October 13, 2023, by and among Insight Acquisition Corp., Alpha Modus, Corp. and Insight Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on October 17, 2023) |
| 10.16 | Stockholder Support Agreement, dated as of October 13, 2023, by and among Insight Acquisition Corp., Alpha Modus, Corp. and The Alessi 2020 Irrevocable Trust (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on October 17, 2023) |
| 10.17 | Lock-Up Agreement, dated as of October 13, 2023, by and among Alpha Modus, Corp., Insight Acquisition Corp. and Insight Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on October 17, 2023) |
| 10.18 | Confidentiality and Lock-Up Agreement, dated as of October 13, 2023, by and among Alpha Modus, Corp., Insight Acquisition Corp., and the Stockholder Parties (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on October 17, 2023) |
| Exhibit Number | Description |
| 10.19 | Amended and Restated Registration Rights Agreement, dated as of October 13, 2023, by and among Insight Acquisition Corp., Alpha Modus, Corp., Insight Acquisition Sponsor LLC and IPO underwriters of Insight Acquisition Corp. (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed on October 17, 2023) |
| 10.20* | Capital Contribution Agreement, dated May 9, 2024 between Insight Acquisition Corp. and Insight Acquisition Sponsor, LLC |
| 31.1* | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2** | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97* | Insight Acquisition Corp. Clawback Policy |
| (101.INS) | Inline XBRL Instance Document |
| (101.SCH) | Inline XBRL Taxonomy Extension Schema Document |
| (101.CAL) | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| (101.DEF) | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| (101.LAB) | Inline XBRL Taxonomy Extension Label Linkbase Document |
| (101.PRE) | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| (104) | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) |
| * | Filed herewith. |
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| ** | Furnished. |
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