UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| The Stock Market, LLC | ||||
| The Stock Market, LLC | ||||
| The 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
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has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
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Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report of Completed Interim Reports.
During the course of preparing the annual report on Form 10-K for the year ended December 31, 2023 for Insight Acquisition Corp. (the “Company”), the Company’s identified an amount due to shareholders which was identified during the year ended December 31, 2023 and not accounted for during the September 30, 2023 Form 10-Q review and filing. Since the completion of its IPO on September 7, 2021, and through December 31, 2023, the Company withdrew $2,703,102 from the Trust Account to pay liabilities related to the income and Delaware franchise taxes. Through December 31, 2023, the Company remitted $1,653,743 to the respective tax authorities, which resulted in remaining excess funds withdrawn from the Trust Account but not remitted to the government authorities of $1,049,359. Additionally, the Withdrawn Trust Funds were held in the Company’s operating account that also holds funds deposited by the Sponsor to be used for general operating expenses. Management has determined that this use of the Withdrawn Trust Funds was not in accordance with the Trust Agreement.
During the period in which the over withdrawals occurred, the Company held its annual meeting on September 6, 2023 where the stockholders voted to approve a proposal to amend the Company’s amended and restated certificate of incorporation to extend the Combination Period, from September 7, 2023 to June 7, 2024 (as noted in Note 1). In connection with the stockholder’s vote at the annual meeting, there was a share redemption in exchange for a redemption payment paid to the redeeming shareholders. Upon calculation of the over withdrawals, the Company determined that $628,758 of the over withdrawn amount is due to those redeemed shareholders and has accounted for this on the balance sheet as due to shareholders as of December 31, 2023, however, this amount should have been recorded as of September 30, 2023. Additionally, of the $1,049,359 over withdrawal amount noted above, $994,950 was over withdrawn as of September 30, 2023 and should be accounted of as due from Sponsor. The Company determined these errors were material to the Form 10-Q for the three and nine months ended September 30, 2023. The below table represent the impact and adjustments to the financial statements:
| As previously Reported | Adjustments | As Restated | ||||||||||
| Unaudited Condensed Balance sheet as of September 30, 2023 | ||||||||||||
| Due from Sponsor | $ | — | $ | 994,950 | $ | 994,950 | ||||||
| Due to Shareholders | $ | — | $ | 628,758 | $ | 628,758 | ||||||
| Total Current Liabilities | $ | 4,626,318 | $ | 628,758 | $ | 5,255,076 | ||||||
| Total Liabilities | $ | 11,900,123 | $ | 628,758 | $ | 12,528,881 | ||||||
| Class A common stock subject to possible redemption | $ | 11,221,524 | $ | (628,758 | ) | $ | 10,592,766 | |||||
| Additional paid-in capital | $ | — | $ | 293,484 | $ | 293,484 | ||||||
| Accumulated deficit | $ | (11,262,854 | ) | $ | 701,466 | $ | (10,561,388 | ) | ||||
| Total stockholders’ deficit | $ | (11,262,254 | ) | $ | 994,950 | $ | (10,267,304 | ) | ||||
| Total Liabilities, Class A Common Stock subject to possible redemption | $ | 11,859,393 | $ | 994,950 | $ | 12,854,343 | ||||||
The Company’s management and the Audit Committee have discussed with WithumSmith+Brown, PC, the Company’s independent registered public accounting firm, the matters described herein.
Pursuant to the above, the Company’s management and the Audit Committee concluded that as of September 30, 2023, that the Company’s disclosure controls and procedures as well as its internal control over financial reporting were not effective due to a material weakness, and are in the process of implementing remediation plans to address the material weakness outlined above. The Company is working to complete its financial close process and complete its 2023 Annual Report on Form 10-K, including the nine months ended September 30, 2023 restated financial information as further discussed above, as promptly as possible.
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: May 14, 2024
INSIGHT ACQUISITION CORP.
| By: | /s/ Michael Singer | |
| Name: | Michael Singer | |
| Title: | Executive Chairman |