Insight Acquisition Corp. *

PROPOSED BUSINESS COMBINATION: Alpha Modus, Corp.

ENTERPRISE VALUE: $175 million

ANTICIPATED SYMBOL: TBD

Insight Acquisition Corp. entered into a business combination agreement with Alpha Modus, Corp.

• Alpha Modus Corp. offers technology as a service. Its core technologies have been deployed on IBM’s Bluemix platform and earned a Beacon Award by IBM 2016 for Best New Application on IBM Cloud from an Entrepreneur.
• Alpha Modus has been recognized by IBM Watson as a thought leader in technology.

EXTENSION – 12/6/24 – LINK

• The SPAC approved the extension from December 7, 2024 to March 7, 2025.
  • 1 share was redeemed.
    
  • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 10/23/24 – LINK

• The SPAC entered into a securities purchase agreement with Streeterville Capital, LLC.
  • The investor agreed to purchase a secured convertible promissory note in the original principal amount of $2,890,000 (the “Note”) for a net purchase price of $2,600,000 (after deducting an original issue discount of $260,000, and payment of $30,000 for the Investor’s legal, accounting, due diligence, asset monitoring, and other transaction expenses).
  • The SPA grants the Investor
    • (i) the right to fund up to an additional $5,000,000 to the Company, with the Company’s consent, through the date that is six months following repayment of the Note in full (the “Reinvestment Right”), and
    • (ii) the exclusive right, on customary market terms, to enter into an equity line of credit or other similar financing arrangement with the Company for at least $20,000,000, through the date that is one year following the Purchase Price Date
  • The Note will mature 18 months following the date the purchase price is delivered to the Company (the “Purchase Price Date”), will accrue interest of 10% per annum, will be prepayable (after providing five trading days’ notice) at a 20% premium to the then-outstanding balance of the Note, and will be convertible into Class A common stock.
  • If the registration statement is not declared effective by the SEC within 120 days of the Purchase Price Date, the outstanding balance under the Note will automatically increase by one percent and will continue increasing by one percent every 30 days thereafter until the registration statement is declared effective or the Investor is able to sell shares of Common Stock issuable upon conversion of the Note pursuant to Rule 144 under the Securities Act of 1933, as amended.
    • If by the date that 50% of the shares registered under the registration statement have been issued to Investor (such date, the “Trigger Date”) the Note has not yet been repaid in full, the Company will be obligated to file an additional registration statement registering additional shares of Common Stock issuable upon conversion of the Note within 30 days of the Trigger Date.
    • If that additional registration statement is not declared effective by the SEC within 120 days of the Trigger Date, the outstanding balance under the Note will automatically increase by one percent and will continue increasing by one percent every 30 days thereafter until the additional registration statement is declared effective.

SUBSEQUENT EVENT – 6/24/24 – LINK

• Amendment to Underwriting Agreement
  • 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.
  • 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
• Amendment to Business Combination Agreement
  • 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;
  • 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
  • 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”  to September 9, 2024, from June 7, 2024.

EXTENSION – 6/7/24 – LINK

• The SPAC approved the extension from June 7, 2024 to December 7, 2024.
  • 481,865 shares were redeemed.
  • $0.02/Share per month will be deposited into the trust account.

TRANSACTION

• The proposed Business Combination reflects an implied pro-forma enterprise value of approximately $175 million, plus a potential $22 million earn out for Alpha Modus stockholders and a $7.5 million earn out for Insight’s sponsor.
• Additionally, Alpha Modus holders will have the right to receive up to a maximum aggregate Merger Consideration of 11,000,000 Common Shares.
• At the Closing, (i) the combined company in the Merger will pay off the SPAC’s loan(s) from Polar Multi-Strategy Master Fund up to a maximum of $1,000,000, (ii) the combined company in the Merger will pay off Alpha Modus’s loans from Janbella Group, LLC up to a maximum of $1,000,000, (iii) and the SPAC will issue to Polar and Janbella each a number of Common Shares equal to the amount paid off divided by $1.00.
• The parties expect the proposed Business Combination will close in the first quarter of 2024.

SPAC FUNDING

• Not specified at this time.

EARNOUT

• Sponsor:
  • At the Closing, Sponsor shall deposit into escrow 750,000 shares of IAC Class A Common Stock, and the Escrowed Sponsor Shares shall be released from escrow to Sponsor (or forfeited and cancelled) in one-third increments (250,000 shares per milestone) if the following milestones are reached:
    • (i) The VWAP of IAC Class A Common Stock equals or exceeds $13.00 per share for any 20 trading days within any consecutive 30-trading day period that occurs at least 180 days after the Closing Date and on or prior to the 5-year anniversary of the Closing Date,
    • (ii) The VWAP of IAC Class A Common Stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period that occurs at least 180 days after the Closing Date and on or prior to the 5-year anniversary of the Closing Date, and
    • (iii) The VWAP of IAC Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within any consecutive 30-trading day period that occurs at least 180 days after the Closing Date and on or prior to the 5-year anniversary of the Closing Date.
• Company:
  • The stockholders of Alpha Modus may be issued up to 2,200,000 additional Common Shares. The Alpha Modus Earnout Shares will be earned and issued in one-third increments (of approximately 733,333 shares) if the following milestones are reached:
    • (i) The VWAP of IAC Class A Common Stock equals or exceeds $13.00 per share for any 20 trading days within any consecutive 30-trading day period that occurs at least 180 days after the Closing Date and on or prior to the 5-year anniversary of the Closing Date,
    • (ii) The VWAP of IAC Class A Common Stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period that occurs at least 180 days after the Closing Date and on or prior to the 5-year anniversary of the Closing Date, and
    • (iii) The VWAP of IAC Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within any consecutive 30-trading day period that occurs at least 180 days after the Closing Date and on or prior to the 5-year anniversary of the Closing Date.

LOCK-UP

• Company and Sponsor:
  • The Company and Sponsor entered into a Lock-Up Agreement, pursuant to which they agreed not to transfer about 85% of their Common Shares during the period until the earlier of:
    • (i) the date that is 12 months after the Closing Date, or
    • (ii) the date that the VWAP of the shares exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period.
  • 15% of the Common Shares owned by the Sponsor as of the Effective Time are not subject to the Lock-Up.
  • An aggregate number of Common Shares (owned by the Company holders) equal to (i) 1,650,000 shares, plus (ii) the number of Common Shares issued to JanBella Group, LLC pursuant to the BCA, minus (iii) 557,692 shares, will not be subject to the Lock-Up.

NOTABLE CONDITIONS TO CLOSING

• The Business Combination is not subject to a minimum cash closing condition.
• Insight and Alpha Modus stockholder approvals

NOTABLE CONDITIONS TO TERMINATION

• The BCA may be terminated at any time By SPAC or Alpha Modus, if the Merger does not occur on or before June 7, 2024 (the “Outside Date”).
  • The “Outside Date”  was extended to September 9, 2024. – LINK

ADVISORS

• Alpha Modus Advisors:
  • Brunson Chandler & Jones, PLLC is acting as legal counsel
• SPAC Advisors:
  • CHW Strategic Advisors is acting as M&A advisor on the transaction
  • Loeb & Loeb LLP is acting as legal counsel

The below-announced combination was terminated on 8/11/23.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Avila Energy Inc. [TERMINATED]

ENTERPRISE VALUE: $tbd million

ANTICIPATED SYMBOL: tbd

Insight Acquisition Corp. proposes to combine with Avila Energy Inc.

The Company is a CSE listed corporation trading under the symbol VIK, and in combination with an expanding portfolio of 100% Owned and Operated oil and natural gas production, pipelines and facilities is a licensed producer, explorer, and developer of energy in Canada. The Company, through the implementation of a closed system of carbon capture and sequestration and an established path underway towards the material reduction of Tier 1, Tier 2, and Tier 3 emissions, continues to work towards becoming a Vertically Integrated low-cost Carbon Neutral Energy Producer. The Company continues to grow and achieve its results by focusing on the application of a combination of proven geological, geophysical, engineering, and production techniques.

EXTENSION – 9/8/23 – LINK

• The SPAC approved the extension from September 7, 2023 to June 7, 2024.
  • 1,847,662 shares were redeemed.
  • $20K per month will be deposited into the trust account.

TRANSACTION

• At the time of signing, the number of fully diluted common shares of Avila outstanding was 150,540,414 common shares that will be exchanged for 12,580,000 common shares priced on March 30, 2023 at US$10.30.
• Depending on the number of redemptions by Insight’s public shareholders, (2,848,607 shares as of the date hereof), Avila shareholders will own the following interest in the post-closing combined company:
  • 100% Redemption (Proceeds retained from trust of $1,250,000) 67.2% by Avila’s shareholders
  • 50% Redemption (Proceeds retained from trust of $15,781,215) 62.4% by Avila’s shareholders
  • 0% Redemption (Proceeds retained from trust of $29,062,430) 57.9% by Avila’s shareholders
• Based on the pricing of $10.30 per share on March 30, 2023, the market value of the combined Company is estimated to be $192.6 million
  • $10.30 share price multiplied by approximately 18,705,000 shares outstanding on closing.
• The boards of directors of both Avila and Insight have unanimously approved the proposed business combination, which is expected to be completed in the third quarter of 2023.

SPAC FUNDING

• Forward Purchase Agreement
  • Meteora has committed to purchase up to 2,500,000 Class A common Insight Shares at approximately $10.00 per share totaling $25,000,000 (the “Backstop”) in advance of the consummation of the business combination.
  • This purchase shall take place and is subject to the outcome of the final redemptions exercised by the Insight public shareholders prior to closing.
  • Of the shareholders who exercise such redemption rights, up to the first 2,500,000 shares may be purchased by Meteora.
  • 5% of any funds used to purchase such shares will be released to the Company at closing of the business combination with the remaining 95% of these funds to a maximum of $23,750,000 to be held in escrow in support of the future sale of shares, at the investor’s election.
  • Shares held by the investor and subject to the Backstop may be sold into the market by Meteora.
  • Therefore, subject to market conditions at the time of the completion of the sale of shares by Meteora, the Company may receive up to $22,562,500 in proceeds from the future sale shares from the funds being held in escrow, less fees, and commissions, pursuant to the Backstop terms.
    • It should be noted that some of Meteora’s funds also purchased units of Insight in its initial public offering and received founder shares in consideration for such purchases.
• Additional Funding
  • The business combination agreement provides that Avila and Insight will use commercially reasonable efforts to conduct a private placement of up to $35,000,000 in Avila’s convertible debentures prior to the closing of the Business Combination, that are to be priced within the context of the redemption price of the Insight shares in trust of $10.00.

EARNOUT

• Company
  • In addition to the securities to be issued to Avila’s shareholders at closing, a pool of 5,000,000 earnout shares will be issuable to certain directors, officers, employees, consultants and designees of Avila and Insight following the closing, subject to restrictions and forfeiture depending on the satisfaction of post-closing performance milestones.
    • The performance-based milestone includes that for any twenty 20/30 consecutive trading day period beginning on the closing date and ending on the date 48 months following the closing date, the VWAP of the shares equals or exceeds $15.00 per share.
  • Leonard B. Van Betuw, President & CEO, has been assigned 750,000 shares.
• Sponsor
  • Designated Earnout Participants can earn up to 2,000,000 shares subject to the same terms as the Company Shareholders
    • The performance-based milestone includes that for any twenty 20/30 consecutive trading day period beginning on the closing date and ending on the date 48 months following the closing date, the VWAP of the shares equals or exceeds $15.00 per share.
• Company and Sponsor
  • From and after the issuance of Earn-Out Shares, if any, 50% of such Earn-Out Shares shall not be subject to any lock-up restrictions and shall be freely tradable.
  • From and after the six-month anniversary of the issuance of Earn-Out Shares, each such party may sell the remaining 50% of such party’s Earn-Out Shares.

LOCK-UP

• Company and Sponsor
  •  From and after the Closing Date, 50% of such Avila party’s AB PubCo Common Shares received as Share Consideration shall not be subject to any lock-up restrictions and shall be freely tradable.
  • The remaining 50%, One year following the Closing Date and when the share price equals or exceeds $12.00 for any 20/30 trading days at least 150 days after the Closing Date

NOTABLE CONDITIONS TO CLOSING

• The SPAC shall use reasonable best efforts to have aggregate cash proceeds available to AB PubCo immediately prior to the Closing that may be funded at or after the Closing equal to or in excess of $25,000,000, inclusive of funds committed to AB PubCo pursuant to the Forward Purchase Agreement

NOTABLE CONDITIONS TO TERMINATION

• The Amalgamation does not occur on or before October 31, 2023 subject to a one-time thirty (30)-day extension upon written agreement of the parties (the “Outside Date”)
• By SPAC or Avila if Avila’s board of directors or any committee thereof has withdrawn or modified, or publicly proposed or resolved to withdraw, the recommendation that the Avila Shareholders vote in favor of the Company Shareholder Approval or Avila enters into a Superior Proposal, in which case Avila must pay SPAC a $5 million termination fee.

ADVISORS

• WeirFoulds LLP and Dorsey & Whitney LLP are serving as legal advisors to Avila.
• Loeb & Loeb LLP is serving as legal advisor to Insight.

EXTENSION – 3/8/23 – LINK

• The SPAC approved the extension from March 7, 2023 to September 7, 2023.
  • 21,151,393 shares were redeemed.
  • $80K per month will be deposited into the trust account.

SUBSEQUENT EVENT – 3/2/23 – LINK

• The SPAC postponed the special meeting of stockholders from the previously scheduled date of  March 2, 2023 to March 6, 2023, at 10:00 a.m., Eastern Time.

MANAGEMENT & BOARD

Executive Officers

Michael Singer, 55
Executive Chairman, Chief Executive Officer

Michael Singer is the Managing Partner of Alternative Insight, LLC. In 2017, he formed Alternative Insight LLC to serve as management company for his investment management activities, directorships and consultancy. He was Executive Vice Chairman of the Board of Directors of National Holdings Corporation (Nasdaq: NHLD), which was sold to B. Riley Financial in February 2021. From 2012 to 2017, Mr. Singer was Chief Executive Officer and President of Ramius (Cowen Investment Management). Prior to that, he was Head of Alternative Investments at Third Avenue Management. From 2004 to 2009, he was co-President of Ivy Asset Management, an institutional fund of hedge funds business. Mr. Singer began his career at Weiss, Peck & Greer, where he spent nine years and served as Senior Managing Director and Executive Committee Member. Mr. Singer received his Juris Doctorate from the Emory University School of Law and Bachelor of Science degree in accounting with honors from Penn State University. He is an attorney and CPA.

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Glenn Worman, 65 [Appointed]
Chief Financial Officer

He has been a Partner in the New York office of SeatonHill Partners, LP since November 2022. Mr. Worman is an accomplished and diverse financial services executive with a history of providing strong, effective leadership and developing and executing strategy across a spectrum of businesses. With nearly four decades of experience, he is adept at organizational analysis and implementing change, ensuring proper controls and sources of liquidity are in place, and advising executive management on business direction. Mr. Worman’s prior experience in senior finance and chief operating officer positions in corporate finance, fixed income and equity capital markets, wealth management, investment management, strategic analysis, interdealer brokerage, and compliance underscore his ability to handle industry segment and public company chief financial officer requirements. Between 2015 and 2022, Mr. Worman served as the CFO and President of National Holdings Corporation. From 2011 to 2015, he served as the Chief Financial Officer for the Americas for ICAP, plc. Prior to ICAP, plc Mr. Worman held senior positions at, among other companies, Deutsche Bank, Morgan Stanley, and Merrill Lynch. Mr. Worman earned a BS degree from Ramapo College of New Jersey and an MBA from Fairleigh Dickinson University.

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Jeffrey Gary, 58 [Resigned]
Chief Executive Officer, Chief Financial Officer and Director

Mr. Gary has a 30-year track record in the investment and financial services industry, including significant merger and acquisition (“M&A”) experience. He is an experienced board member and investor, having worked on numerous transactions with SPACs and public and private equity companies and has directly led audit, fiduciary, and corporate governance committees of these companies. He was on the on the boards of directors of National Holdings Corporation (Nasdaq: NHLD) (February 2019 to February 2021), where he also served as the chair of the audit committee until the successful sale of National to B. Riley Financial in February 2021. He currently serves on the Board of Directors for the Arca US Treasury Mutual Fund and is the Audit Committee Chair (since December 2019). Mr. Gary also sits on the advisory boards for Monroe Capital (since January 2020) and two FinTech companies, DealBox (since May 2019) and Total Network Service/Digital Names (since May 2019). From October 2018 to March 2020, Mr. Gary served on the board of directors of the Axonic Alternative Income Mutual Fund. Previously, Mr. Gary was a senior portfolio manager and led investment teams at Avenue Capital Group (from January 2012 to July 2018), Third Avenue (from May 2009 to December 2010), BlackRock, Inc. (NYSE: BLK) (“BlackRock”) (from September 2003 to December 2008), AIG/American General (NYSE: AIG) (from May 1998 to September 2003), and Koch Industries (from September 1996 to April 1998) where he invested across all asset classes with a focus on the high-yield, bank loan and distressed markets. During this time, he operated in a variety of roles, which included presenting each quarter on regulatory, compliance, shareholder, the Sarbanes-Oxley Act of 2002, and other U.S. Securities and Exchange Commission (“SEC”) matters to the Board. His role also included making investments and negotiating capital structures for numerous corporate buyout and acquisition transactions. He also successfully launched and managed several new investment businesses between 1996 and 2018, and was an angel investor/advisor for a start-up healthcare company. For a number of years, Mr. Gary was the portfolio manager for numerous NYSE-listed funds. Mr. Gary also sat as an investment committee member at BlackRockKelso Capital BDC (Nasdaq: BKCC) (“BKCC”) from February 2005 to December 2008, where he was involved with the review and approval of all private equity and credit investments, and was a team member in the launch and initial public offering of BKCC. Additionally, Mr. Gary was employed at Avenue Capital from January 2012 to July 2018. He started his career at PricewaterhouseCoopers as a senior auditor from September 1984 to June 1987 and later as a senior analyst at Citigroup (NYSE: C) from July 1987 to July 1988. From August 1988 to December 2002, Mr. Gary was an investment banker at Mesirow Financial. From January 1993 to August 1996, he was a senior distressed analyst at Cargill, Inc. Mr. Gary has served as a Board Director and Chief Financial Officer of Fusion I since June 2020. Mr. Gary has served on the Board of Directors and as the Chief Financial Officer of Fusion Acquisition II Corp. since February 2021. Mr. Gary earned a Bachelor of Science in Accounting from Penn State University in 1984 and a Master of Business Administration in Finance and International Business from Northwestern University (Kellogg) in 1991. Mr. Gary is a Certified Public Accountant.

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Board of Directors

David Brosgol, 53
Director

David Brosgol is General Counsel of Voyager Digital, a crypto-asset trading platform for retail and institutional investors. Prior to joining Voyager Digital in February 2021, Mr. Brosgol worked with Anchorage, a crypto-native custodian and digital asset platform as a Manager and Advisor, from December 2019 to November 2020. From October 2017 to April 2019, he was a Founder, General Counsel and Chief Compliance Officer at Digital Asset Custody Company (“DACC”). Prior to its acquisition by Bakkt, DACC was a pioneer in the digital asset space providing institutional custody of digital assets. From June 2016 to October 2017, Mr. Brosgol was General Counsel and Managing Director at Maverick Capital, a multi-billion-dollar hedge fund manager. Mr. Brosgol earned a B.A. in Economics from Trinity College in 1990, an M.A. in Philosophy from the University of Essex in 1992 and a J.D. from the University of Virginia in 1995.

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Victor Pascucci, III, 50
Director

Victor Pascucci, III has served as Managing Partner at Energy Capital Ventures, an early-stage venture capital fund focused on the energy sector, and an Advisory Partner at IA Capital, an early-stage venture capital fund focused on the insurance and fintech sector, each since January 2020. From January 2017 to January 2020, Mr. Pascucci was Managing Partner at Lightbank, an early stage venture capital firm where he led investments in Clearcover, Extend and Billtrim. From August 2016 to January 2017, he was Venture Partner and Investment Director at Munich Re | HSB Ventures, a Global 100 diversified insurance company where he led investments in insurtech. From September 2015 to August 2016, he was a Consultant and Advisor at Attraction Ventures LLC, a consulting practice to corporate venture capital programs and venture capital firms. From 2011 to September 2015, Mr. Pascucci was Head of Corporate Development of USAA, an integrated financial services company with a $330M fintech and insurtech fund. Investments while at USAA included Coinbase, MX, ID.me, Prosper Marketplace, Cartera Commerce and TRUECar. Also at USAA, Mr. Pascucci held leadership positions in the General Counsel division and Enterprise Strategy & Transformation. In addition, since January 2019, he has served as an independent consultant, board member and advisor to entrepreneurs and venture backed companies, including Axio Global Inc., EnergyCX, Edmit, ID.me Inc, Leaplife, Clearcover and Paceline. Mr. Pascucci earned a B.A. in Communications from Bowling Green State University in 1992 and a J.D. from the University of Toledo College of Law.

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William Ullman, 57
Director

William Ullman is the Chief Executive Officer of Water Street Advisors LLC, a registered investment advisor. He is also the Founder and Chief Executive Officer of The Daily FinQ, a mobile application designed to help Americans become smarter about money and finance, since 2019. Mr. Ullman has been a board member of Van Eck Associates Corp., a New York based investment firm, since 2010. He also currently serves as a special advisor to FinTech Collective, a venture capital firm, a member of the board of directors of the Capital Returns Fund, since 2010, and a senior advisor to Berkshire Global, since 2020. From 2016 to 2018, Mr. Ullman served as Chief Commercial Officer of Orchard Platform and Chief Executive Officer of its broker-dealer subsidiary (Orchard Platform Markets LLC) prior to its sale to Kabbage in 2018. From 2006 to 2016, he was the founder of Right Wall Capital Management LLC, a firm focused on investing in the financial services sector, including financial technology companies. From 2001 to 2006, Mr. Ullman was the Senior Managing Director, Global Clearing Services at Bear Stearns & Co., Inc. Mr. Ullman earned an A.B. in History from Princeton University in 1985 and an M.B.A. from the Anderson School at UCLA in 1989.

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