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
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including
area code:
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 | ||
| 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
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As approved by its stockholders at the Special meeting of stockholders held on June 5, 2024 (the “Special Meeting”), Insight Acquisition Corp. (the “Company”) filed a Third Amendment (the “Third Amendment”) to its Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of State on June 6, 2024 to modify the terms and extend the date (the “Business Combination Period”) by which the Company has to consummate an initial business combination (the “Business Combination”) from June 7, 2024 to December 7, 2024, provided that the Company deposits the lesser of $20,000 and $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account, as defined in the Charter, for each one-month extension.
The Third Amendment is filed as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 5, 2024, the Company held the Special Meeting. On May 13, 2024, the record date for the Special Meeting, there were 7,000,945 shares of common stock of the Company entitled to be voted at the Special Meeting, consisting of 6,100,945 shares of Class A common stock and 900,000 shares of Class B common stock voting together as a single class (the “common stock”). At the Special Meeting there were 5,801,997 shares of common stock of the Company or 82.87 % of which were represented in person or by proxy.
Proposal No. 1. The Third Extension Amendment Proposal.
A proposal to amend (the “Third Extension Amendment”) the Company’s amended and restated certificate of incorporation, as amended (the “Charter”), to extend the date by which the Company has to consummate a business combination (the “Extension”) for up to six (6) additional one (1) month extensions or from June 7, 2024 up to December 7, 2024 (the “Extended Termination Date”) in exchange for the Company depositing the lesser of $20,000 and $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account, as defined in the Charter, for each one-month extension. Adoption of the Third Extension Amendment Proposal required approval by the affirmative vote of at least 65% of the Company’s outstanding shares of common stock. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 5,741,997 | 60,000 | 0 | 0 |
The Third Extension Amendment Proposal was approved by the Company’s stockholders holding 5,741,997 shares or approximately 82.02% of the outstanding shares of common stock of the Company.
1
Item 8.01. Other Events.
In connection with the stockholders’ vote at the Special Meeting on June 5, 2024, 481,865 shares were tendered for redemption.
On June 6, 2026, the Company deposited $10,381.60 or $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account to extend the Business Combination Period from June 7, 2024 to July 7, 2024.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of an initial business combination or PIPE financing and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item 9.01. Financial Statements and Exhibits.
| EXHIBIT NO. | DESCRIPTION | |
| 3.1 | Third Amendment to the Amended and Restated Certificate of Incorporation of Insight Acquisition Corp., dated June 6, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
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 6, 2024 | ||
| INSIGHT ACQUISITION CORP. | ||
| By: | /s/ Michael Singer | |
| Name: | Michael Singer | |
| Title: |
Executive Chairman and Chief Executive Officer |
|
3
Exhibit 3.1
THIRD
AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
INSIGHT ACQUISITION CORP.
June 6, 2024
Insight Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
| 1. | The name of the Corporation is “Insight Acquisition Corp.”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 20, 2021 and amended on July 29, 2021 (the “Original Certificate”). An amended and restated certificate of incorporation was filed with the Secretary of State of the State of Delaware on September 1, 2021 (the “Amended and Restated Certificate”). The Amended and Restated Certificate was amended on March 6, 2023 (the “First Amendment”) and then amended again on September 6, 2023 (the “Second Amendment”). |
| 2. | This Third Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate. |
| 3. | This Third Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware. |
| 4. | The text of Paragraph (b) of Section 9.1 is hereby amended and restated to read in full as follows: |
| Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 11, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination on or before June 7, 2024 (or, if the Company, at its sole discretion and without a vote of the stockholders, extends the date by which the Company has to consummate a business combination (the “Extension”) for up to six (6) additional one (1) month extensions or from June 7, 2024 up to December 7, 2024 (the “Extended Termination Date”) in exchange for the Company depositing the lesser of $20,000 and $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust for each one-month extension (the “Termination Date”) and (iii) the redemption of shares in connection with a vote seeking to amend such provisions of this Amended and Restated Certificate as described in Section 9.7. Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.” |
[Signature Page Follows]
IN WITNESS WHEREOF, Insight Acquisition Corp. has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set forth above.
| INSIGHT ACQUISITION CORP. | ||
| By: | /s/ Michael Singer | |
| Name: | Michael Singer | |
|
Title: |
Executive Chairman and Chief Executive Officer |
|