Form 425 - Prospectuses and communications, business combinations

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

June 20, 2024

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		10128
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (609) 751-9193

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:

☒	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 1.01. Entry into a Material Definitive Agreement

Amendment to Underwriting Agreement

In March 2023, Insight Acquisition Corp. (the “Company”) entered into a fee reduction agreement (the “Underwriting Agreement Amendment”) relating to the underwriting agreement, dated September 1, 2021, by and between the Company and Cantor Fitzgerald and Co. (“Cantor”), the representative of the several underwriters listed on Schedule A thereto (the “IPO Underwriters”), pursuant to which Cantor agreed to irrevocably forfeit $5.4 million of the deferred underwriting discount of $8.4 million that it was previously entitled to receive at the closing of the business combination between the Company and Alpha Modus Corp. (the “Business Combination”). Such reduction was applicable only to Cantor, individually and not as representative for the other IPO Underwriters. Such remaining $3.0 million of deferred underwriting discount was to be payable in cash to Cantor at the closing of the Business Combination.

On June 20, 2024, the Company entered an agreement with Cantor, pursuant to which Cantor agreed to accept 210,000 shares at the closing of the Business Combination in full satisfaction of the remaining $3.0 million of deferred underwriting discount that was payable in cash to Cantor at the closing of the Business Combination (the “Cantor Fee Modification Agreement”).

The foregoing description of the Cantor Fee Modification Agreement is qualified in its entirety by reference to the full text of the Cantor Fee Modification Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K, and incorporated herein by reference.

Also in March 2023, the Company entered into an agreement with Odeon Capital Group, LLC (“Odeon”), the other IPO Underwriter, pursuant to which Odeon agreed to irrevocably forfeit $2.6 million of the deferred underwriting discount of $3.6 million that Odeon was previously entitled to receive at the closing of the Business Combination. Such remaining $1.0 million of deferred underwriting discount was to be payable in cash to Odeon at the closing of the Business Combination.

On June 20, 2024, the Company entered an agreement with Odeon, pursuant to which Odeon agreed to accept 90,000 shares at the closing of the Business Combination in full satisfaction of the remaining $1.0 million of deferred underwriting discount that was payable in cash to Cantor at the closing of the Business Combination (the “Odeon Settlement Agreement”).

The foregoing description of the Odeon Settlement Agreement is qualified in its entirety by reference to the full text of the Odeon Settlement Agreement, a copy of which is included as Exhibit 1.2 to this Current Report on Form 8-K, and incorporated herein by reference.

Amendment to Business Combination Agreement

As previously disclosed, effective as of October 13, 2023, 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”).

On June 21, 2024, the Company, Alpha Modus and Merger Sub entered into an amendment to the AM BCA (the “BCA Amendment”). The BCA Amendment (i) provides that each share of Alpha Modus’ 6,145,000 shares common stock outstanding prior to the business combination will be exchanged for the right to receive 1 share of IAC Class A common stock, and a contingent right to receive a pro rata portion of the 2,200,000 earnout shares; (ii) provides that each share of Alpha Modus’ 7,500,000 shares Series C Redeemable Convertible Preferred Stock outstanding prior to the business combination will be exchanged for the right to receive 1 share of IAC Series C Preferred Stock (having substantially the same rights as the Alpha Modus Series C Redeemable Convertible Preferred Stock), and a contingent right to receive a pro rata portion of the 2,200,000 earnout shares; (iii) eliminates the closing condition that the combined company is obligated to pay off the indebtedness of Polar Multi-Strategy Master Fund (“Polar”), up to a maximum of $1,000,000, and the indebtedness of Janbella Group, LLC’s (“Janbella”), up to a maximum of $1,000,000, at closing of the business combination; (iv) eliminates the combined company’s obligation to issue each of Polar and Janbella at closing a number of shares of common stock equal to the amount of indebtedness paid off divided by $1.00; (v) requires the combined company to issue the following shares of common stock at closing: (a) 1,392,308 shares to Janbella, (b) 210,000 shares to Cantor Fitzgerald & Co., (c) 90,000 shares to Odeon Group, LLC, and (d) 125,000 shares to Michael Singer; and (vi) extends the “Outside Date” (the date by which the business combination must occur, after which either the Company or Alpha Modus may terminate the AM BCA by providing written notice to the other) to September 9, 2024, from June 7, 2024.

The foregoing description of the BCA Amendment is qualified in its entirety by reference to the full text of the BCA Amendment, a copy of which is included as Exhibit 2.1 to this Current Report on Form 8-K.

Item 8.01. Other Information.

As previously disclosed, on September 1, 2021, the Company entered into an agreement with the Company’s sponsor, Insight Acquisition Sponsor LLC (the “Sponsor”), pursuant to which the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to or incurred by members of the Company’s management team until the earlier of the Company’s consummation of a business combination and the Company’s liquidation (the “Sponsor Payment Agreement”). For the period ended March 31, 2024 and 2023, the Company incurred approximately $30,000 and $30,000, respectively, under the Sponsor Payment Agreement in the consolidated statements of operations. As of March 31, 2024 and December 31, 2023, $190,000 and $160,000 were included in due to related party on the unaudited condensed consolidated balance sheets, respectively.

The Board of Directors also authorized payments of up to $15,000 per month, through the earlier of the consummation of the Company’s initial business combination or its liquidation, to members of the Company’s management team for services rendered to the Company (the “Management Payment Agreement”). For the three months ended March 31, 2024 and 2023, the Company incurred approximately $45,000 and $45,000, respectively, under the Management Payment Agreement. As of March 31, 2024 and December 31, 2023, $270,000 and $225,000 were included in due to related party on the unaudited condensed consolidated balance sheets, respectively.

On April 21, 2024, Jeff Gary, in connection with his departure as an officer and director of the Company, waived and forfeited any monies he was owed under the Sponsor Payment Agreement and/or Management Payment Agreement. On June 21, 2024, the Company, Sponsor and Michael Singer entered into a fee waiver agreement (the “Waiver Agreement”) pursuant to which the Sponsor and Michael Signer agreed that in exchange for Michael Singer’s receipt of 125,000 shares of the Company’s Class A common stock to be delivered at the closing of the proposed business combination between the Company and Alpha Modus Corp., the Sponsor and Michael Singer agreed to waive amounts all amounts due to them now and in the future under the Sponsor Payment Agreement and Management Payment Agreement on the terms and conditions set forth in the Waiver Agreement.

The foregoing description of the Waiver Agreement is qualified in its entirety by reference to the full text of the Waiver Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K.

Important Information About the Proposed Business Combination and Where to Find It

In connection with the proposed Business Combination, Insight and Alpha Modus intend to file relevant materials with the SEC, including a registration statement on Form S-4 and a proxy statement on Schedule 14A. The Company’s stockholders and other interested persons are advised to read, when available, the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed Business Combination, as these materials will contain important information about Insight and Alpha Modus, and the proposed Business Combination. Promptly after filing its definitive proxy statement relating to the proposed Business Combination with the SEC, Insight will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting on the Business Combination and the other proposals. Stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement, and other relevant materials filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s website at www.sec.gov” www.sec.gov or upon written request to Insight Acquisition Corp. at 333 East 91^st Street, New York, NY 10024.

Participants in the Solicitation

Insight and its directors and executive officers may be deemed participants in the solicitation of proxies from Insight’s stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in Insight will be included in the proxy statement for the proposed Business Combination and be available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the proxy statement for the proposed Business Combination when available. Information about Insight’s directors and executive officers and their ownership of Insight’s common stock is set forth in the Company’s final prospectus, as filed with the SEC on September 7, 2021, or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed Business Combination when it becomes available. These documents can be obtained free of charge from the sources indicated above.

Alpha Modus and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination will be included in the proxy statement for the proposed Business Combination.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Insight’s and Alpha Modus’ actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements, but are not the exclusive means of identifying these statements. These forward-looking statements include, without limitation, Insight’s and Alpha Modus’ expectations with respect to future performance and anticipated financial impacts of the proposed Business Combination, the satisfaction of the closing conditions to the proposed Business Combination, and the timing of the completion of the proposed Business Combination.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside Insight’s and Alpha Modus’ control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the business combination agreement between Insight and Alpha Modus (the “BCA”); (2) the outcome of any legal proceedings that may be instituted against Insight and Alpha Modus following the announcement of the BCA and the transactions contemplated therein; (3) the inability to complete the proposed the proposed Business Combination, including due to failure to obtain approval of the stockholders of Insight and Alpha Modus, certain regulatory approvals, or satisfy other conditions to closing in the BCA; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the BCA or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 pandemic on Alpha Modus’ business and/or the ability of the parties to complete the proposed Business Combination; (6) the inability to obtain the listing of the combined company’s common stock on the Nasdaq Stock Market following the proposed Business Combination; (7) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the proposed Business Combination; (8) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of Alpha Modus to grow and manage growth profitably, and retain its key employees; (9) costs related to the proposed Business Combination; (10) changes in applicable laws or regulations; (11) the possibility that Insight and Alpha Modus may be adversely affected by other economic, business, and/or competitive factors; (12) risks relating to the uncertainty of the projected financial information with respect to Alpha Modus; (13) risks related to the organic and inorganic growth of Alpha Modus’ business and the timing of expected business milestones; (14) the amount of redemption requests made by Insight’s stockholders; and (15) other risks and uncertainties indicated from time to time in the final prospectus of Insight for its initial public offering and the registration statement on Form S-4, including the proxy statement relating to the proposed Business Combination, including those enumerated under “Risk Factors” therein, and in Insight’s other filings with the SEC. Insight cautions that the foregoing list of factors is not exclusive. Insight and Alpha Modus caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Insight and Alpha Modus do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based.

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.

EXHIBIT NO.		DESCRIPTION
1.1		Fee Modification Agreement, dated June 20, 2024, between Insight Acquisition Corp and Cantor Fitzgerald & Co.

1.2		Settlement Agreement, dated June 20, 2024, between Insight Acquisition Corp and Odeon Capital Group, LLC.

2.1		First Amendment to the Business Combination Agreement, dated as of June 21, 2024, by and among Insight Acquisition Corp., IAC Merger Sub Inc. and Alpha Modus, Corp.

10.1		Fee Waiver Agreement, dated June 21, 2024 among Insight Acquisition Corp., Insight Acquisition Sponsor LLC and Michael Signer.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 24, 2024

INSIGHT ACQUISITION CORP.

By:	/s/ Michael Singer
Name:	Michael Singer
Title:	Executive Chairman and Chief Executive Officer

Exhibit 1.1

Execution Version

FEE MODIFICATION AGREEMENT

This Fee Modification Agreement, dated June 20, 2024 (this “Agreement”), is entered into by and between Insight Acquisition Corp., a Delaware corporation (together with any Successor (as defined herein), the “Company”) and Cantor Fitzgerald & Co. (“CF&CO”).

WHEREAS, pursuant to that certain Underwriting Agreement between the Company and CF&CO, as Representative of the several Underwriters, dated September 1, 2021 (as it may be amended from time to time, the “Underwriting Agreement”), the Company previously agreed to pay to CF&CO an aggregate cash amount of $8,400,000 as “deferred underwriting commissions” (the “Original Deferred Fee”) upon the consummation of a Business Combination, as contemplated by the final prospectus of the Company, filed with the Securities and Exchange Commission (the “SEC”) (File No. 333-258727), and dated September 1, 2021. Capitalized terms used herein and not defined shall have their respective meanings ascribed to such terms in the Underwriting Agreement. For the avoidance of doubt, all references to the “Company” herein shall also refer to the publicly traded surviving or successor entity to the Company following the consummation of any Business Combination (the “Successor”).

WHEREAS, on March 28, 2023, the Company and CF&CO entered into a fee reduction agreement (the “Fee Reduction Agreement”) pursuant to which for good and valuable consideration, the receipt and sufficiency of which was acknowledged, CF&CO agreed to irrevocably forfeit $5,400,000 of its $8,400,000 Original Deferred Fee that would otherwise be payable to it pursuant to the Underwriting Agreement. Following the execution of the Fee Reduction Agreement the remainder of the Deferred Fee in the amount of $3,000,000 shall be payable to CF&CO as originally set forth in the Underwriting Agreement upon the consummation of the Business Combination.

WHEREAS, the Company has entered into that certain business combination agreement, dated October 13, 2023 (as amended from time to time, the “Business Combination Agreement”) with respect to a Business Combination (the “Transaction”) with Alpha Modus, Corp., a Florida corporation (including any subsidiaries and affiliates thereof, the “Target”).

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and CF&CO hereby agree as follows:

Fee Modification: In the event that the Company consummates the Transaction, CF&CO agrees that it will forfeit $900,000 of the aggregate Deferred Fee that would otherwise be payable by the Company to CF&CO, pursuant to the Underwriting Agreement, resulting in a remainder of $2,100,000 (the “Reduced Deferred Fee”). For the avoidance of doubt, such fee reduction agreement only applies to the consummation of the Transaction and not to any other potential Business Combination that may be contemplated or consummated by the Company.

Payment of Reduced Deferred Fee: The Reduced Deferred Fee shall be payable by the Company to CF&CO in the form of 210,000 shares (the “CF&CO Fee Shares”) of the publicly-traded common equity securities of the Company (or its public entity Successor) (the “New Common Stock”) promptly following the closing of the Transaction (the “Closing”).

Issuance of CF&CO Fee Shares: The Company hereby agrees that, upon the Closing, the Company (or any Successor) shall issue, transfer and deliver, or cause to be issued, transferred and delivered, the CF&CO Fee Shares to CF&CO payable hereunder in satisfaction of the Reduced Deferred Fee, in book-entry form, by irrevocable instruction from the Company (or its Successor) to its duly appointed transfer agent for the shares of New Common Stock (the “Transfer Agent”).

The CF&CO Fee Shares so issued, transferred and delivered to CF&CO in satisfaction of the Reduced Deferred Fee shall be validly issued, fully paid and non-assessable and free and clear of all liens, encumbrances and other restrictions on the pledge, sale or other transfer of such shares of New Common Stock (collectively, including any restrictions that may arise due to contractual “lock-ups,” but excluding any restrictions that may arise due to applicable U.S. federal or state securities laws, the “Restrictions”).

Resale &Stockholder Rights: The Company further hereby agrees that all CF&CO Fee Shares shall be issued, transferred and delivered to CF&CO with (x) “registration rights,” enabling CF&CO to promptly resell, freely trade and otherwise dispose of its CF&CO Fee Shares (as further described below), (y) “pre-emptive,” “anti-dilution,” “tag,” “drag” rights and (z) any other “stockholder rights,” in each case, substantially consistent with those rights received by any investor in any “public investment in private equity” (or “PIPE”) that closes substantially concurrently with the Transaction (or if no PIPE closes in connection therewith, then substantially consistent with those provided to the Sponsor with respect to any of the equity securities it holds in the Company) (collectively, the “Stockholder Rights”).

(a)

Pursuant to the “registration rights” described above, the Company hereby agrees that it (or any Successor) shall use its best efforts to:

(i)

Prepare and, as soon as practicable, but in no event later than forty-five (45) days following the Closing, file with the SEC a re-sale registration statement on Form S-1 (or any successor form, as applicable) to register the re-sale of all of the CF&CO Fee Shares (the “Resale Registration Statement”);

(ii)

Use its best efforts to cause the Resale Registration Statement to be declared effective by the SEC by (i) the 45th calendar day after the date of the initial filing thereof, if the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Resale Registration Statement will not be reviewed by the SEC, (ii) by the 90th calendar day after the date of the initial filing thereof, if such Resale Registration Statement is subject to review by the SEC, or (iii) in any event, no later than the 180th calendar day after the Closing;

(iii)

Maintain (i) the effectiveness of the Resale Registration Statement and (ii) the authorization for quotation and listing of the New Common Stock on the Nasdaq Stock Market (or any other “national securities exchange” registered with the SEC under Section 6 of the Exchange Act), in each case, for so long as any CF&CO Fee Shares remain outstanding;

(iv)

Not, directly or indirectly, take any action which would be reasonably expected to result in the deauthorization, delisting or suspension of the New Common Stock on the Nasdaq Stock Market (or any other “national securities exchange” registered with the SEC under Section 6 of the Exchange Act;

(v)

From and after the Closing and for so long as the Resale Rights Obligations (as defined herein) shall be required to continue hereunder, (i) file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act, and (ii) otherwise meet the public reporting requirements so that, from and after the twelve (12) month anniversary of the Closing and for so long as any CF&CO Fee Shares held by CF&CO (and/or its affiliates) remain outstanding, CF&CO (and/or its affiliates) will be entitled to re-sell, freely trade or otherwise dispose of all of the CF&CO Fee Shares issuable hereunder without restriction or limitation pursuant to Rule 144 under the Act; and

(vi)

Upon reasonable request and reasonable advance notice by CF&CO, deliver to CF&CO a written certification of a duly authorized officer as to whether it has complied with the requirements set forth in Sections 4(a)(i)-(v) above.

(b)

In addition, the Company hereby agrees that it (or any Successor) shall, upon CF&CO’s reasonable request, promptly (i) instruct and cause (x) its legal counsel to promptly provide the necessary “blanket” legal opinion(s) to the Transfer Agent so that such Transfer Agent may remove any “restrictive legends” from the CF&CO Fee Shares held by CF&CO (and/or its affiliates), and (y) its Transfer Agent to remove any such “restrictive legends” from the CF&CO Fee Shares, and (ii) take any such further action as CF&CO may reasonably request, in each case, to enable CF&CO (and/or its affiliates) to promptly resell, freely trade or otherwise dispose of the CF&CO Fee Shares, in reliance upon either (x) the Resale Registration Statement, or (y) from and after the twelve (12) month anniversary of filing “Form 10” information with the SEC following the Closing, in accordance with Rule 144(i) under the Act.

(such obligations set forth in clauses (a) & (b) above, the “Resale Rights Obligations”).

Company Default: Without limiting any rights or remedies available to CF&CO hereunder, in the event that the Company (or its Successor) is unable to, or otherwise does not, (i) issue, transfer and deliver, or cause to be issued, transferred and delivered, the full amount of the CF&CO Fee Shares in satisfaction of the Reduced Deferred Fee to CF&CO, free and clear of all Restrictions, within seven (7) Business Days of the Closing, and (ii) comply in all material respects with the Resale Rights Obligations, such that CF&CO (and/or its affiliates) are unable to promptly resell, freely trade or otherwise dispose of the CF&CO Fee Shares within nine (9) months of the Closing, then, in each case, at the sole election of CF&CO made by written notice provided to the Company, the Company (or its Successor) shall promptly (but in any event within five (5) Business Days) after receipt of such notice, pay to CF&CO a non-refundable amount equal to $4,000,000, in cash (any such payment, the “Default Payment”).

For clarity, the parties acknowledge and agree that no Default Payment shall be due to CF&CO if CF&CO (and/or its affiliates) are unable to promptly resell, freely trade or otherwise dispose of the CF&CO Fee Shares within nine (9) months of the Closing if the Company is unable to register and “de-legend” the CF&CO Fee Shares primarily and directly due to the occurrence of any of the “force majeure” type events described in Section 9.2 (Termination) of the Underwriting Agreement (“Force Majeure Events”), so long as the Company (or its successor) has already (i) issued, transferred and delivered the CF&CO Fee Shares to CF&CO free of all Restrictions within seven (7) Business Days of the Closing, and (ii) otherwise complied in all material respects with the Resale Rights Obligations, in each case, as required above. Upon the occurrence of any such Force Majeure Event, the Company shall promptly notify CF&CO in writing and work with CF&CO in good faith to cure or otherwise mitigate any effects thereof to ensure that the CF&CO Fee Shares are properly registered and “de-legended” within a reasonable time frame thereafter.

Enforcement of Agreement: In the event that CF&CO institutes legal proceedings to enforce any provisions of this Agreement, including the issuance of the CF&CO Fee Shares, enforcement of the Stockholder Rights and Resale Rights Obligations and the collection of the Default Payment and any other fees or reimbursable expenses due hereunder, the Company shall promptly reimburse CF&CO for all reasonable and documented costs and expenses incurred in connection therewith, including reasonable and documented attorneys’ fees (including those of internal and external counsel).

7.	No Fees Refundable: For the avoidance of doubt, once paid or issued, no fees payable hereunder, whether in cash or New Common Stock, respectively, will be refundable under any circumstances.

8.	Further Assurances: Each of the Company and CF&CO will, upon request of the other, execute such other documents, instruments or agreements as may be reasonable or necessary to effectuate the agreements set forth in this Agreement.

Confidentiality: This Agreement (including the terms set forth herein) is confidential, and neither this Agreement (including the terms set forth herein) nor CF&CO’s role in the Transaction may be filed publicly or otherwise disclosed by the Company to any other party (except the Target) without CF&CO’s prior written consent, except as required by law, rule or regulation, but only after giving CF&CO a reasonable opportunity to review and consent to the form and substance of such disclosure (such consent not to be unreasonably withheld).

10.	Termination: This Agreement will terminate automatically upon the earlier of:

(a)

the satisfaction in full of the payment of the Reduced Deferred Fee, through the issuance, transfer and delivery of the CF&CO Fee Shares to CF&CO, free and clear of all Restrictions, including (x) the effectiveness of the Resale Registration Statement related thereto and the continued satisfaction of the Resale Rights Obligations, (y) the removal of all restrictive legends on all CF&CO Fee Shares enabling CF&CO (and/or its affiliates) to promptly resell, freely trade or otherwise dispose of all such CF&CO Fee Shares, and (z) the sale by CF&CO (and/or its affiliates) of all of the CF&CO Fee Shares issuable hereunder, in each case, upon the terms and conditions set forth herein; and

(b)

the termination of the Business Combination Agreement and/or the abandonment by the Company of the Transaction.

In the event of a termination pursuant to sub-section (b) of this paragraph, (x) the Company agrees to provide prompt notice of such decision to terminate the Business Combination Agreement and/or abandon the Transaction to CF&CO; and (y) the Original Deferred Fee shall become due and payable by the Company to CF&CO, in cash, upon the consummation of a Business Combination, as originally set forth in the Underwriting Agreement.

11.

Successor: The Company shall cause any Successor to expressly assume all of the Company’s obligations to CF&CO under this letter agreement upon consummation of any Business Combination. Moreover, if prior to the Closing, the agreements executed by the Company in connection therewith do not directly or indirectly provide for the assumption by the Successor of the Company’s obligations under the Underwriting Agreement, as amended by this Agreement, the Company shall cause such Successor to (x) execute and deliver to CF&CO a joinder agreement, in form and substance reasonably satisfactory to CF&CO, pursuant to which it shall join the Underwriting Agreement, as amended by this Agreement, as a signatory and a party and thus be subject to all of the terms and conditions set forth therein and herein that apply to the Company, and (y) comply with the obligations and covenants of the Company set forth therein and herein.

12.

Miscellaneous: The terms of this Agreement shall be interpreted, enforced, governed by and construed in a manner consistent with the provisions of the Underwriting Agreement. Without limiting the foregoing, Sections 10.1, 10.2, 10.3, 10.5, 10.6, 10.7, 10.8, 10.9 and 10.10 of the Underwriting Agreement are hereby incorporated by reference into this Agreement. In this Agreement, unless the context otherwise requires, the term “including” (and with correlative meaning “include”) shall be deemed in each case to be followed by the words “without limitation.” The parties agree that they have jointly participated in the drafting and negotiation of this Agreement, and in the event that any ambiguity or question of intent or interpretation of this Agreement arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

13.

Underwriting Agreement. The Underwriting Agreement, as amended by the Fee Reduction Agreement and this Agreement (together with the other agreements and documents being delivered pursuant to or in connection with the Underwriting Agreement or this Agreement), constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof. Except as expressly provided in this Agreement, all of the terms and provisions in the Underwriting Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Agreement does not constitute, directly or by implication, an amendment, modification or waiver of any provision of the Underwriting Agreement, or any other right, remedy, power or privilege of any party to the Underwriting Agreement, except as expressly set forth herein. Any reference to the Underwriting Agreement in the Underwriting Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Underwriting Agreement, as amended or modified by this Agreement (or as the Underwriting Agreement may be further amended, modified or supplemented after the date hereof in accordance with the terms thereof).

[Signature Page Follows]

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be executed and delivered by its duly authorized signatory as of the date first set forth above.

	CANTOR FITZGERALD & CO.

	By:	/s/ Sage Kelly
	Name:	Sage Kelly
	Title:	Global Head of Investment Banking

	INSIGHT ACQUISITION CORP.

	By:	/s/ Michael Singer
	Name:	Michael Singer
	Title:	Chief Executive Officer

Acknowledged and agreed to:

ALPHA MODUS, CORP.

By:	/s/ William Alessi
Name:	William Alessi
Title:	Chief Executive Officer

[Signature page to Fee Reduction Agreement]

Exhibit 1.2

SETTLEMENT AGREEMENT

This Settlement Agreement (this “Agreement”) is made and entered into effective as of June 20, 2024, by and among Insight Acquisition Corp (the “Company”) and Odeon Capital Group LLC (“Odeon”). Each of the Company and Odeon are sometimes referred to as a “Party” and collectively as the “Parties”.

R E C I T A L S

A. The Company and Odeon previously entered into that certain letter agreement dated September 1, 2021 to provide the Company underwriting and capital markets services, and would be compensated for providing those services (“Underwriting Agreement”). The Parties subsequently entered into a fee reduction agreement dated March 28, 2023, amending the Underwriting Agreement, pursuant to which Odeon agreed to irrevocably forfeit a portion of the underwriting fee (“Fee Reduction Agreement”).

B. The Parties now desire to compromise and settle all amounts which may be due to Odeon by the Company under the Fee Reduction Agreement on the terms and conditions stated herein.

NOW, THEREFORE, FOR AND IN CONSIDERATION of the foregoing recitals, the promises, covenants, and conditions contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the Parties hereby agree, covenant and represent as follows:

1. Share Issuance. At the closing of the Company’s business combination with Alpha Modus, Corp., the Company shall issue Odeon 90,000 shares of the Company’s Class A common stock (the “Shares”) in consideration of the services performed by Odeon in connection with underwriting services performed, and in full satisfaction of all payment obligations under the Fee Reduction Agreement. The issuance of the Shares shall be duly authorized and such Shares shall be issued free of all liens and encumbrances and duly evidenced in the stock ledgers of the Company. Upon Odeon’s receipt of the Shares, notwithstanding anything to the contrary in the Fee Reduction Agreement, the Fee Reduction Agreement shall terminate immediately, except for Sections 10.1, 10.3, 10.5, 10.6, 10.7, 10.8, 10.9 and 10.10 of the Underwriting Agreement (Surviving Sections”). Other than the Surviving Sections, the provisions of the Fee Reduction Agreement shall have no further force and effect, and neither the Company nor Odeon shall be bound or subject to any of the undertakings, promises, or other obligations of the Fee Reduction Agreement.

2. Release. Effective upon the receipt by Odeon of the Shares, with the exception of any claims arising from or related to the Surviving Provisions, and except for its express contractual rights and benefits created in this Agreement, Odeon, individually and on behalf of its predecessors-in-interest, successors-in-interest, heirs, assigns, affiliates, partners, agents and legal representatives (collectively, the “Odeon Parties”), hereby fully releases, acquits, remises and forever discharges the Company and each of its heirs, legal representatives, successors, agents, assigns, officers, directors, stockholders, attorneys, insurance carriers, employees, affiliates, affiliated entities, and partners, whether current or former (collectively, the “Company Parties”), from any and all claims, demands, suits, debts, dues, contracts, accounts, agreements, promises, damages, losses, expenses, interest, attorney’s fees and causes of action of whatever kind or nature, including all unknown, unforeseen, unanticipated and unsuspected claims or causes of action and the consequences thereof, as well as those now disclosed and known to exist, whether asserted or not asserted, arising under the Underwriting Agreement and Fee Reduction Agreement.

1
Settlement Agreement

3. Full Release by Odeon; Owner of Released Claims; No Release of Breach. It is understood and agreed that this is a full and final release made to fully and finally compromise any and all claims of every nature and kind whatsoever which have been or could have been brought by the Odeon Parties under the Underwriting Agreement and Fee Reduction Agreement. Odeon warrants and represents that the Odeon Parties are the owners of all the claims, interests and/or causes of action that are the subject matter of this Agreement, all of which are released herein, and that they have not assigned, transferred, sold or encumbered any claims, interests and/or causes of action to be released by this Agreement to any third party. This Agreement shall not limit Odeon from filing an action for the purpose of enforcing its rights under this Agreement. Odeon specifically reserves and does not release any claims arising from the performance, enforcement or breach of this Agreement.

4. Full Release by the Company; Owner of Released Claims; No Release of Breach. It is understood and agreed that this is a full and final release made to fully and finally compromise any and all claims of every nature and kind whatsoever which have been or could have been brought by the Odeon Parties under the Underwriting Agreement and Fee Reduction Agreement. Company warrants and represents that the Odeon Parties are the owners of all the claims, interests and/or causes of action that are the subject matter of this Agreement, all of which are released herein, and that they have not assigned, transferred, sold or encumbered any claims, interests and/or causes of action to be released by this Agreement to any third party. This Agreement shall not limit Company from filing an action for the purpose of enforcing its rights under this Agreement. Company specifically reserves and does not release any claims arising from the performance, enforcement or breach of this Agreement.

5. Representations and Warranties. Each of the persons whose signature appears on the signature pages to this Agreement hereby warrant and represent that he has the authority to enter into and execute this Agreement to be fully binding on behalf of the Party for whom that signatory acts. Each Party further represents, warrants and agrees as follows:

(a) such Party has received independent legal advice from his or its respective attorneys with respect to his or its rights and asserted rights arising out of the matters in controversy and with respect to the advisability of executing this Agreement;

(b) such Party has made such investigation of all matters pertaining to this Agreement as he or it deems necessary, and except as provided herein does not rely on any other statement, promise or representation by any other Party hereto with respect to such matter;

(c) such Party has read and fully understand this Agreement and he or it is voluntarily entering into this Agreement of his or its own free will; and

(d) such Party has full power and authority to execute, deliver and perform this Agreement, and the execution, delivery and performance of this Agreement and any related documents have been duly and validly authorized by all necessary actions.

6. Integration. The Parties acknowledge that this Agreement sets forth the entire agreement and understanding between the Parties with respect to the subject matter hereof and merges and supersedes all prior discussions, representations, agreements, contracts, memoranda and understandings with respect to the subject matter. The Parties acknowledge that any and all agreements between them are hereby cancelled and the Parties shall have no further obligations to the other. There are no other agreements, written or oral, expressed or implied, between the Parties, nor any promise or inducement, except as set forth in this Agreement.

2
Settlement Agreement

7. Severability. If any court of competent jurisdiction concludes that any part, term or provision of this Agreement is illegal, unenforceable or in conflict with any state, federal or any other applicable law, it is the Parties’ intentions that balance of the Agreement be valid, enforceable and shall be affected thereby.

8. Document Preparation. This Agreement shall not be construed against the Party preparing it, and shall be construed as if all Parties jointly prepared this Agreement, and this Agreement shall be deemed the Parties’ joint work product. Any uncertainty or ambiguity shall not be interpreted or construed against any one Party. As a result of the foregoing, any rule of construction that a document is to be construed against the drafter shall not apply.

9. Notices. Any and all notices required under this Agreement shall be deemed delivered on the date of delivery (as evidenced by written receipt) by nationally recognized courier to each of the Parties at the addresses set forth below:

If to Odeon:

750 Lexington Ave, New York, NY 10022

ii.

If to the Company:

333 E91 Street New York, NY 10128

11. Governing Law. This Agreement shall be construed, enforced and administered in accordance with the laws of the State of New York. With respect to any suit, action, claim or proceedings relating to this Agreement (“Proceeding”), each of the Parties irrevocably: (a) submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City; (b) waives (i) any objection which it may have at any time to the laying of venue of any Proceeding brought in any such court, (ii) any claim that such Proceeding has been brought in an inconvenient forum, and (iii) the right to object (with respect to such Proceeding) that such court does not have any jurisdiction over it. Nothing in this Agreement precludes a Party from bringing a Proceeding in any other jurisdiction in order to enforce any judgment obtained in any Proceeding referred to in this paragraph. Each Party (on its own behalf and, to the extent permitted by applicable law, on behalf of its shareholders or members) hereby irrevocably waives any right to trial by jury with respect to any Proceeding arising out of or relating to this Agreement.

12. Counterparts and Facsimile Signatures. This Agreement may be executed in counterparts, each of which shall be deemed equally authentic. This Agreement will be deemed effective when one or more counterparts have been signed by all Parties. Facsimile signatures shall be deemed originals and shall be given the same force and effect.

13. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties, and their respective successors, heirs, personal representatives and assigns, including without limitation the Odeon Parties and the Company.

14. Waiver. Any failure of any Party to comply with any obligation, covenant, agreement, or condition herein may be waived by the Party entitled to the performance of such obligation, covenant, or agreement or who has the benefit of such condition, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement, or condition will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

3
Settlement Agreement

15. Further Assurances. Each of the Parties agrees to take all actions and execute and deliver all documents as may be reasonably necessary to effectuate the purposes of this Agreement.

16. Incorporation by Reference. The above recitals are incorporated by this reference as if set forth fully herein.

17. Representation of Nonassignment. The Parties represent they have not assigned their interests, either in whole or in part, of any of the rights they are relinquishing or waiving under this Agreement. No Party shall be permitted to assign this Agreement.

18. Amendment and Modification. Subject to applicable law, this Agreement may be amended, modified, or supplemented only by a written agreement signed by the Parties.

19. Titles and Captions. All Paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed part of the context nor effect the interpretation of this Agreement.

20. Savings Clause. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

21. Full Understanding. Each Party read, or has had read to it, the contents hereof. Further, all the terms and provisions hereof are contractual and not a mere recital.

22. Authority. The Parties signing this Agreement represent and warrant that they have the authority to do so without any further consent or authorization from any other party, agent, or principal.

4
Settlement Agreement

IN WITNESS WHEREOF and by their signatures below, each of the Parties agree to be bound by the terms and conditions of this Agreement:

Insight Acquisition Corp

/s/ Michael Singer
Name:	Michael Singer
Title:	Chief Executive Officer

Date:	June 20, 2024

Odeon Capital Group LLC

/s/ Mark D. Knoll
Name:	Mark D. Knoll
Title:	General Counsel

Date:	6/20/2024

Settlement Agreement

Exhibit 2.1

Execution Copy

FIRST Amendment TO
BUSINESS COMBINATION AGREEMENT

This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is entered into as of June 21, 2024 (the “Effective Date”), by and between Alpha Modus, Corp., a Florida corporation (“Company”), Insight Acquisition Corp., a Delaware corporation (“IAC”), IAC Merger Sub Inc., a Florida corporation (“Merger Sub” and together with Company and IAC, the “Parties”), and amends that certain Business Combination Agreement, dated as of October 13, 2023, by and among the Company, IAC and Merger Sub (the “Business Combination Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings set forth in the Business Combination Agreement.

WITNESSETH:

WHEREAS, the Parties previously entered into the Business Combination Agreement;

WHEREAS, in accordance with the provisions of Section 9.03 of the Business Combination Agreement, subject to the terms and conditions hereinafter set forth, the Parties (by action taken or authorized by their respective boards of directors) wish to amend the Business Combination Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements and subject to the conditions precedent set forth herein, the Parties hereby agree as follows:

1. Terms Defined in the Business Combination Agreement. As used in this Agreement, except as may otherwise be provided herein, all capitalized terms defined in the Business Combination Agreement shall have the same meaning herein as therein, all of such terms and their definitions being incorporated herein by reference.

2. Amendments to the Business Combination Agreement.

The definitions of “Company Preferred Stock”, “Company Securities”, “Earnout Pro Rata Portion”, “Per Share Stock Consideration”, and “Stock Consideration” in Section 1.01 of the Business Combination Agreement shall be deleted in their entirety and replaced with the following:

“Company Preferred Stock” means the Company Series A Preferred Stock, the Company Series B Preferred Stock, and the Company Series C Preferred Stock.

“Company Securities” means the Company Common Stock, the Company Series A Preferred Stock, the Company Series B Preferred Stock, the Company Series C Preferred Stock, the Company Options, Company Warrants and any other Equity Equivalents of the Company.

“Earnout Pro Rata Portion” means, with respect to each holder of outstanding Company Shares as of immediately prior to the Effective Time, a fraction expressed as a percentage equal to (i) the number of shares of IAC Class A Common Stock or IAC Series C Preferred Stock, as applicable, into which such holder’s Company Shares (after giving effect to the conversions contemplated by Section 3.01(a)) are converted in accordance with Section 3.01(b), divided by (ii) the total number of shares of IAC’s Class A Common Stock and IAC Series C Preferred Stock in the aggregate into which all outstanding Company Shares are converted in accordance with Section 3.01(b). In no event shall the aggregate Earnout Pro Rata Portion exceed 100%.

“Per Share Common Stock Consideration” means one share of IAC Class A Common Stock.

“Stock Consideration” means 6,145,000 shares of IAC Class A Common Stock and 7,500,000 shares of IAC Series C Preferred Stock.

The following definitions shall be added to Section 1.01 of the Business Combination Agreement in their corresponding alphabetical order:

“Company Series C Preferred Stock” means the shares of the Company’s Preferred Stock, par value $0.0001 per share, designated as Series C Redeemable Convertible Preferred Stock in the Company Charter.

“IAC Series C Preferred Stock” means [the Series C Preferred Stock of IAC, as set forth in the IAC Second A&R Charter.]

“Per Share Preferred Stock Consideration” means one share of IAC Series C Preferred Stock.

The following definitions shall be removed in their entirety from Section 1.01 of the Business Combination Agreement: “Equity Value” and “Per Share Merger Consideration Value”.

Sections 3.01(a) and 3.01(b) of the Business Combination Agreement are hereby amended and restated in their entirety to read as follows:

“(a) At the Effective Time, by virtue of the Merger and without any action on the part of IAC, Merger Sub, the Company or the Company Stockholders, (i) each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Dissenting Shares and the Cancelled Shares) shall be converted into the right to receive (a) the contingent right to receive a number of Earnout Shares (which may be 0) following the Closing in accordance with Section 3.06 and Annex 1, and (b) the Per Share Common Stock Consideration; and (ii) each share of Company Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than the Dissenting Shares and the Cancelled Shares) shall be converted into the right to receive (a) the contingent right to receive a number of Earnout Shares (which may be 0) following the Closing in accordance with Section 3.06 and Annex 1, and (b) the Per Share Preferred Stock Consideration.

(b) From and after the Effective Time, all of the Company Shares converted into the right to receive consideration as described in Section 3.01(a) shall no longer be outstanding and shall cease to exist, and each holder of Company Shares shall thereafter cease to have any rights with respect to such securities, except the right to receive the applicable consideration described in this Section 3.01(a) into which such Company Shares shall have been converted.”

Section 3.02 of the Business Combination Agreement is hereby amended and restated in its entirety to read as follows:

“Section 3.02. Exchange of Company Securities.

(a) Exchange Fund. On the Closing Date, IAC shall deposit, or shall cause to be deposited, with an exchange agent to be mutually agreed upon by the parties hereto (the “Exchange Agent”) for the benefit of the Company Stockholders, for exchange in accordance with this Section 3.02, the number of shares of IAC Class A Common Stock and IAC Series C Preferred Stock equal to the Stock Consideration (such shares of IAC Class A Common Stock and IAC Series C Preferred Stock, the “Exchange Fund”). IAC shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the applicable portion of the Stock Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose other than as contemplated by this Agreement.

(b) Exchange Procedures. As soon as practicable following the Effective Time, and in any event within two Business Days following the Effective Time (but in no event prior to the Effective Time), IAC shall cause the Exchange Agent to deliver to each holder of Company Common Stock entitled to receive the Per Share Common Stock Consideration, and each holder of Company Preferred Stock entitled to receive the Per Share Preferred Stock Consideration, pursuant to Section 3.01 a letter of transmittal and instructions for use in exchanging such Company Stockholder’s Company Shares for such Company Stockholder’s applicable portion of the Stock Consideration from the Exchange Fund, and that shall be in form and contain provisions which IAC may specify and which are reasonably acceptable to the Company (a “Letter of Transmittal”), which shall (i) contain customary representations and warranties as to title, authorization, execution and delivery, (ii) contain a customary release of all claims against IAC and the Company arising out of or related to such holder’s ownership of Company Shares, (iii) specify that delivery shall be effected, and risk of loss and title to the Company Shares shall pass, only upon proper delivery of any stock certificate representing the Company Shares (a “Certificate”) to the Exchange Agent, and (iv) include instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Promptly following the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (to the extent such Company Shares are or were certificated), together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange therefore, and IAC shall instruct the Exchange Agent to deliver the Per Share Common Stock Consideration or Per Share Preferred Stock Consideration, as applicable, in accordance with the provisions of Section 3.01, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Common Stock Consideration or Per Share Preferred Stock Consideration, as applicable, in accordance with Section 3.01 shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Common Stock Consideration or Per Share Preferred Stock Consideration that such holder is entitled to receive in accordance with the provisions of Section 3.01.

(c) Termination of Exchange Fund. Any portion of the Exchange Fund that remains unclaimed by the Company Stockholders for one year after the Effective Time shall be delivered to IAC by the Exchange Agent, upon demand, and any Company Stockholders who have not theretofore complied with this Section 3.02 shall thereafter look only to IAC for their Per Share Common Stock Consideration or Per Share Preferred Stock Consideration. Any portion of the Exchange Fund remaining unclaimed by Company Stockholders as of a date that is immediately prior to such time as such amounts would otherwise escheat to or become property of any authority shall, to the extent permitted by applicable Law, become the property of IAC free and clear of any claims or interest of any person previously entitled thereto.

(d) No Further Rights in Company Shares. The Per Share Common Stock Consideration or Per Share Preferred Stock Consideration payable upon conversion of the Company Shares in accordance with the terms hereof shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such Company Shares.

(e) Adjustments to Per Share Consideration. The Per Share Common Stock Consideration and Per Share Preferred Stock Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to IAC Class A Common Stock occurring on or after the date hereof and prior to the Effective Time.

(f) No Liability. None of IAC or the Surviving Corporation shall be liable to any holder of Company Shares for any such Company Shares (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any abandoned property, escheat or similar Law in accordance with Section 3.02(c).

(g) Withholding Rights. Notwithstanding anything in this Agreement to the contrary, each of the Surviving Corporation, IAC and Merger Sub shall be entitled to deduct and withhold from amounts (including shares or other property) otherwise payable, issuable or transferable pursuant to this Agreement to any holder of Company Shares such amounts as it is required to deduct and withhold with respect to such payment, issuance or transfer under the Code or any provision of state, local or non U.S. Tax Law. To the extent that amounts are so deducted or withheld and timely paid to the applicable Governmental Authority in accordance with applicable Law, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid, issued or transferred to the holder of the Company Securities (or intended recipients of compensatory payments) in respect of which such deduction and withholding was made.

(h) Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Per Share Common Stock Consideration or Per Share Preferred Stock Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01.

(i) Fractional Shares. No certificates or scrip or shares representing fractional shares of IAC Class A Common Stock or IAC Series C Preferred Stock shall be issued upon the exchange of Company Shares, and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of IAC or a holder of shares of IAC. Notwithstanding anything to the contrary contained herein, no fraction of a share of IAC Class A Common Stock or IAC Series C Preferred Stock shall be issued by virtue of the Merger or the Transactions contemplated hereby, and each holder who would otherwise be entitled to a fraction of a share of IAC Class A Common Stock or IAC Series C Preferred Stock (after aggregating all fractional shares of IAC Class A Common Stock that otherwise would be received by such holder) shall instead have the number of shares of IAC Class A Common Stock or IAC Series C Preferred Stock issued to such holder rounded in the aggregate to the nearest whole share of IAC Class A Common Stock or IAC Series C Preferred Stock, as applicable.

(j) Merger Payment Schedule. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to IAC a schedule (the “Merger Payment Schedule”) that is true, complete and correct showing the following, in each case as of immediately prior to the Effective Time, (i) the name and address of record of each Company Securityholder and the number and class, type, or series of shares of Company Securities held by such Person, (ii) the percentage allocation of the Stock Consideration to each of the holders of Company Securities at the Closing as well as the corresponding number of shares of IAC Class A Common Stock or IAC Series C Preferred Stock to be issued to such holders of Company Securities in accordance with Section 3.01 and the Company Charter, (iii) with respect to each holder of Company Securities, the Earnout Pro Rata Portion in respect of such holder’s Company Securities, and (iv) the number of Company Outstanding Shares. The Company shall provide explanatory or supporting information, including calculations, as IAC may reasonably request.”

The reference to “Company Common Stock” in the first sentence of Section 3.05(a) of the Business Combination Agreement is hereby replaced with a reference to “Company Shares”.

Section 3.07 of the Business Combination Agreement is hereby amended and restated in its entirety to read as follows:

“Section 3.07 IAC Financing Shares. Provided IAC has received satisfactory evidence of the Company’s receipt of at least $600,000 in funding from Janbella Group, LLC (“Janbella”) between October 13, 2023, and Closing, IAC and Sponsor agree that Sponsor shall forfeit 750,000 shares of IAC Class A Common Stock conditioned upon the Closing (the “IAC Financing Shares”).”

The first sentence of Section 4.03(a) of the Business Combination Agreement is hereby amended and restated in its entirety to read as follows:

“(a) The authorized capital stock of the Company consists of (i) 490,000,000 shares of Company Common Stock, of which 6,145,000 shares are issued and outstanding; (ii) 0 shares of Company Series A Preferred Stock, none of which are issued and outstanding; (iii) 0 shares of Company Series B Preferred Stock, none of which are issued and outstanding; and (iv) 8,500,000 shares of Company Series C Redeemable Convertible Preferred Stock, of which 7,500,000 are issued and outstanding.”

Section 7.01(b)(iii) of the Business Combination Agreement is hereby amended and restated in its entirety to read as follows: “(iii) to the extent required by the Nasdaq listing rules, the approval of the issuance of the aggregate Per Share Common Stock Consideration and the Earnout Shares (the “Nasdaq Proposal”),”

Section 7.01(f) of the Business Combination Agreement is hereby amended and restated in its entirety to read as follows:

“(f) IAC (with the assistance and cooperation of the Company as reasonably requested by IAC) agrees to file as soon as practicable after the filing of the amendment to the Registration Statement following the receipt of the first round of comments on the Registration Statement from the SEC, a registration statement on Form S-1 (the “Shelf”) to register the resale of the Registrable Securities (as defined in the Registration Rights Agreement) on a continuous basis in accordance with the provisions and requirements set forth in the Registration Rights Agreement, as applicable, and shall use commercially reasonable efforts (with assistance and cooperation of the Company as reasonably requested by IAC) to have the Shelf declared effective concurrently with the Closing or as soon as reasonably practicable thereafter. It is the intent of the Parties that the Shelf shall meet the obligations of IAC under the Registration Rights Agreement, as applicable; provided that the filing of the Shelf shall in no way be deemed to modify the terms of the Registration Rights Agreement.”

The last sentence of Section 7.13(b) of the Business Combination Agreement is hereby amended to remove the following language: “, including for the interim period ending on June 30, 2023; provided that the Company shall have until November 14, 2023 to deliver the Unaudited Interim Financial Statements as of and for the periods ending September 30, 2022 and September 30, 2023.”

Section 7.13(c) of the Business Combination Agreement is hereby deleted in its entirety and the subsequent sections of Section 7.13 of the Business Combination Agreement shall be relettered.

Section 7.13(d) of the Business Combination Agreement is hereby amended to remove the following language: “Aside from the Form 10-Q for the quarter ending June 30, 2023 as contemplated by Section 7.13(d),”

The references to “Oscar Brito” from the twelfth recital of the Business Combination Agreement and Section 7.20 (Employment Agreements) are hereby removed.

Section 7.21 of the Business Combination Agreement is hereby amended and restated in its entirety to read as follows:

“Section 7.21 Issuance of Shares. At the Closing, (i) IAC shall issue to Janbella 1,392,308 shares of Class A Common Stock, (ii) IAC shall issue to Cantor Fitzgerald & Co. (“Cantor”) 210,000 shares of IAC Class A Common Stock, (iii) IAC shall issue to Odeon Capital Group LLC (“Odeon”) 90,000 shares of IAC Class A Common Stock and (iv) IAC shall issue to Michael Singer 125,000 shares of IAC Class A Common Stock.”

Section 9.01(b) of the Business Combination Agreement is hereby amended and restated in its entirety to read as follows:

“(b) by written notice from either IAC or the Company to the other if the Effective Time shall not have occurred prior to September 9, 2024 (the “Outside Date”).”

The references to “each holder of Company Stock” as the eligible recipients of the $13.00 Company Earnout Shares, the $15.00 Earnout Shares and the $17.00 Earnout Shares clause (i) of each of Sections 1, 2 and 3 in Annex 1 (Earnout Merger Consideration) of the Business Combination Agreement are hereby replaced with references to “each holder of Company Shares (at Closing)”.

3. Effectiveness. All of the provisions of this Amendment shall be effective on the Effective Date. Except as specifically provided for in this Amendment, all of the terms of the Business Combination Agreement shall remain unchanged and are hereby confirmed and remain in full force and effect, and, to the extent applicable, such terms shall apply to this Amendment as if it formed part of the Business Combination Agreement. Should there be any discrepancy between the terms of the Business Combination Agreement and this Amendment, the terms of this Amendment shall control.

4. Representations and Warranties. Each Party represents and warrants to the other Party, with full knowledge that such other Party is relying on the following representations and warranties in executing this Amendment, as follows:

(a) The execution, delivery and performance of this Amendment by each Party and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or other organizational action on the part of such Party.

(b) This Amendment, the Business Combination Agreement and each other document executed and delivered in connection herewith has been duly executed and delivered by each Party that is a party thereto and is the legally valid and binding obligation of such Party, enforceable against such Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

(c) The execution, delivery, and performance by each Party of this Amendment, and the consummation of the transactions contemplated hereby, do not and will not (i) violate any provision of the articles of incorporation or bylaws (or similar organizational documents) of such Party, or (ii) assuming that the consents and approvals referred to in the Business Combination Agreement are duly obtained, (x) violate in any material respect any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to such Party or any of its respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of such Party’s properties or assets under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such Party is a party, or by which they or any of such Party’s properties or assets may be bound, except (in the case of clause (y) above) for such violations, conflicts, breaches or defaults that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on such Party.

5. Reference to and Effect on the Business Combination Agreement. Upon the effectiveness hereof, on and after the date hereof, (i) each reference in the Business Combination Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import and (ii) each reference to “the Business Combination Agreement” in any other ancillary document relating to the Business Combination Agreement shall, in each case, mean and be a reference to the Business Combination Agreement after giving effect to this Agreement.

6. Effect of Amendment. Whenever the Business Combination Agreement is referred to in the Business Combination Agreement or in any other agreements, documents or instruments, such reference shall be deemed to be to the Business Combination Agreement, as amended by this Amendment.

7. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed signature page to this Amendment by facsimile, Adobe .pdf file or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

8. Severability. In case any provision or obligation hereunder shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

9. Governing Law; Jurisdiction; Waiver of Jury Trial. The provisions of Section 10.06 (Governing Law; Jurisdiction) and Section 10.07 (Waiver of Jury Trial) of the Business Combination Agreement are hereby incorporated herein mutatis mutandis.

10. Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

11. NOTICE OF FINAL AGREEMENT. THIS AMENDMENT AND EACH OTHER DOCUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Remainder of Page Left Blank; Signature Pages to Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized.

	INSIGHT ACQUISITION CORP.

	By:
	Name:	Michael Singer
	Title:	Executive Chairman

	IAC MERGER SUB INC.

	By :
	Name:	Michael Singer
	Title:	Chief Executive Officer

	ALPHA MODUS, CORP.

	By:
	Name:	William Alessi
	Title:	Chief Executive Officer

Solely for purposes of Section 2(g) of this Amendment and

Section 3.07 of the Business Combination Agreement:

INSIGHT ACQUISITION SPONSOR LLC

By:
Name:	Michael Singer
Title:	Managing Member

[Signature Page to First Amendment to Business Combination Agreement]

Exhibit 10.1

FEE WAIVER AGREEMENT

This FEE WAIVER AGREEMENT (this “Agreement”) is dated effective as of the 21st day of June, 2024 (the “Effective Date”), by and among Insight Acquisition Corp., a Delaware corporation (“Insight”), Insight Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), and Michael Singer.

RECITALS

WHEREAS, on or about September 1, 2021, Insight agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to or incurred by members of Insight’s management team until the earlier of Insight’s consummation of a business combination and Insight’s liquidation (the “Sponsor Payment Agreement”);

WHEREAS, Insight agreed to pay members of the Company’s management team, including Mr. Singer, up to $15,000 per month, through the earlier of Insight’s consummation of a business combination and Insight’s liquidation, for services rendered by them to Insight (the “Management Payment Agreement”);

WHEREAS, as of March 31, 2024,the Company is indebted to Sponsor and Mr. Singer in the amount of $190,000 under the Sponsor Payment Agreement and $137,000 under the Management Payment Agreement;

WHEREAS, effective as of October 13, 2023, 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 “Business Combination”). In connection with the Business Combination the Company will change its name to Apha Modus Holdings, Inc. (the “Post BC Entity”)

WHEREAS, Sponsor and Mr. Singer now desire to waive amounts all amounts due to them now and in the future under the Sponsor Payment Agreement and Management Payment Agreement on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, including the covenants set forth herein, and the sufficiency and receipt of which consideration is hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

1. Share Issuance. At the closing of the Business Combination the Post BC Entity shall issue to Mr. Singer 125,000 shares of the Post BC Entity’s Class A common stock (the “Shares”) in full satisfaction of all compensation due to Sponsor and Mr. Singer now and in the future under the Sponsor Payment Agreement and Management Payment Agreement.

2. Waiver. Effective upon issuance of the Shares pursuant to Paragraph 1 above, each of Sponsor and Mr. Singer hereby waives all rights to, and irrevocably releases, remises and forever discharges Insight and the Post BC Entity from any and all payments, liabilities and/or claims existing now or in the future pursuant to the Sponsor Payment Agreement and/or the Management Payment Agreement.

3. Registration Rights. The Company represents, warrants and agrees that with respect to the Shares, Mr. Singer will have the following registration rights: (i) one demand registration of the sale of the Shares at the Company’s expense, and (ii) unlimited “piggyback” registration rights for a period of five (5) years after the closing of the Company’s initial business combination at the Company’s expense.

4. No Admission. Nothing in this Agreement shall be deemed or construed as an admission of liability or wrongdoing on the part of any person or entity.

5. Interpretation. The language of all parts of this Agreement shall be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. It has been negotiated by and between all parties and shall not be construed against any side as drafter.

6. Binding Effect. This Agreement shall be binding upon the parties and their respective successors and assigns and shall inure to the benefit of each party and to their successors and assigns.

7. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had all signed the same document. All counterparts shall be construed together and shall constitute one Agreement.

8. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware.

9. Costs of Enforcement. If any party commences legal proceedings to enforce this Agreement, then the non-prevailing party shall be required to pay the prevailing party all of the costs of such legal proceedings (including actual attorneys’ fees and costs) incurred by the prevailing party.

10. Further Acts. Each of the parties shall promptly take such further acts and execute such other documents as shall be necessary to carry out the intent of this Agreement.

IN WITNESS WHEREOF, the parties have caused this agreement to be executed as of the date set forth below.

	INSIGHT:

	Insight Acquisition Corp.

	Name:	Glenn Worman
	Title:	Chief Financial Officer

	SPONSOR:

	Insight Acquisition Sponsor LLC


	Name:	Michael Singer
	Title:	Manager

	MICHAEL SINGER:


	Individually: Michael Singer

Acknowledged and Agreed to by:

ALPHA MODUS, CORP.

By:
Name:	William Alessi
Title:	Chief Executive Officer

Insight Acquisition (NYSE:INAQ)
Historical Stock Chart
From Oct 2024 to Nov 2024

Click Here for more Insight Acquisition Charts.

Insight Acquisition (NYSE:INAQ)
Historical Stock Chart
From Nov 2023 to Nov 2024

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

INAQ Insight Acquisition Corporation

Latest INAQ Messages

Loading Messages....

Insight Acquisition Corporation News

Loading Messages....

Your Recent History

Company

Business

Popular

Get The App

Trending Now

Toplists

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

INAQ Insight Acquisition Corporation

Latest INAQ Messages

Loading Messages....

Insight Acquisition Corporation News

Loading Messages....

Your Recent History

Company

Business

Popular

Get The App