Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

INSIGHT ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-40775		86-3386030
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

333 East 91st Street

New York, NY

10128

(Address Of Principal Executive Offices)

(Zip Code)

(609) 751-3193

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	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, $0.0001 par value	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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 15, 2024, 5,619,080 shares of Class A common stock, par value $0.0001 per share, and 900,000 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding.

INSIGHT ACQUISITION CORP.

Form 10-Q

For the Quarter Ended September 30, 2024

Table of Contents

		Page
PART I. FINANCIAL INFORMATION		1
Item 1.	Condensed Consolidated Financial Statements	1
	Condensed Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023	1
	Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023	2
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2024 and 2023	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	40
PART II. OTHER INFORMATION		43
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	44
SIGNATURES		46

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

INSIGHT ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2024			December 31, 2023
	(Unaudited)
Assets:
Current assets:
Cash	$	11,810		$	—
Restricted cash		—			314,482
Prepaid expenses		83,642			105,568
Due from sponsor		140,139			1,074,015
Due from related party		145,028			195,000
Total current assets		380,619			1,689,065

Investments held in the Trust Account		5,940,746			10,664,690
Total Assets	$	6,321,365		$	12,353,755
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	459,201		$	89,311
Accrued expenses		883,998			968,309
Due to related party		777,000			805,000
Due to investor, net of debt discount		975,000			320,755
Due to Shareholders		—			628,758
Loan payable		108,466			—
Income tax payable		48,649			100,036
Excise tax payable		2,402,516			2,348,302
Total current liabilities		5,654,830			5,260,471

Convertible note – related party		35,000			—
Deferred tax liability		5,161			9,935
Deferred underwriting commissions in connection with the Initial Public Offering		6,600,000			6,600,000
Derivative liabilities		1,035,000			623,090
Total Liabilities		13,329,991			12,493,496

Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 519,080 and 1,000,945 redeemable shares at approximately $11.27 and $10.84 per share redemption value at September 30, 2024 and December 31, 2023, respectively		5,850,330			10,847,403

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at September 30, 2024 and December 31, 2023		—			—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 5,100,000 and 5,100,000 non-redeemable shares issued and outstanding at September 30, 2024 and December 31, 2023 (excluding 519,080 and 1,000,945 shares subject to possible redemption), respectively		510			510
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 900,000 shares issued and outstanding at September 30, 2024 and December 31, 2023		90			90
Additional paid-in capital		1,349,771			509,211
Accumulated deficit		(14,209,327	)		(11,496,955	)
Total stockholders’ deficit		(12,858,956	)		(10,987,144	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	6,321,365		$	12,353,755

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INSIGHT ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023

General and administrative expenses	$	52,630		$	525,375		$	902,076		$	1,597,947
Franchise tax expenses		20,500			50,000			76,700			150,000
Loss from operations		(73,130	)		(575,375	)		(978,776	)		(1,747,947	)

Other (expense) income:
Change in fair value of derivative liabilities		(227,700	)		7,245			(411,910	)		(588,915	)
Change in fair value of Forward Purchase Agreement Liability		—			8,035			—			86,369
Stock Compensation Expense		—			—			(1,109,250	)		—
Interest expense – debt discount		—			—			(456,449	)		—
Gain on investments held in Trust Account		76,525			384,239			357,115			2,898,987
Gain on forgiveness of deferred underwriting fee payable		—			—			—			273,110
Total other (expense) income		(151,175	)		399,519			(1,620,494	)		2,669,551

(Loss) Income before income tax expense		(224,305	)		(175,856	)		(2,599,270	)		921,604
Income tax expense		(11,766	)		(51,725	)		(58,888	)		(637,175	)
Net (loss) income	$	(236,071	)	$	(227,581	)	$	(2,658,158	)	$	284,429
Weighted average shares outstanding of Class A Redeemable common stock, basic and diluted		519,080			2,366,608			795,185			7,637,976
Basic and diluted net (loss) income per common share, Class A Redeemable common stock	$	(0.04	)	$	(0.03	)	$	(0.39	)	$	0.02
Weighted average shares outstanding of Class A Non-Redeemable common stock, basic and diluted		5,100,000			5,100,000			5,100,000			3,605,495
Basic and diluted net (loss) income per common share, Class A Non-Redeemable common stock	$	(0.04	)	$	(0.03	)	$	(0.39	)	$	0.02
Weighted average shares outstanding of Class B common stock, basic and diluted		900,000			900,000			900,000			2,400,000
Basic and diluted net (loss) income per common share, Class B common stock	$	(0.04	)	$	(0.03	)	$	(0.39	)	$	0.02

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INSIGHT ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

	Common Stock								Additional						Total
	Class A				Class B				Paid-In			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance – December 31, 2023		5,100,000	$	510		900,000	$	90	$	509,211		$	(11,496,955	)	$	(10,987,144	)
Accretion of Class A common stock subject to redemption		—		—		—		—		(168,352	)		—			(168,352	)
Allocated fair value of Subscription Shares in connection with Subscription Agreement		—		—		—		—		177,204			—			177,204
Net loss		—		—		—		—		—			(633,846	)		(633,846	)
Balance – March 31, 2024 (unaudited)		5,100,000		510		900,000		90		518,063			(12,130,801	)		(11,612,138	)
Accretion of Class A common stock subject to redemption		—		—		—		—		(202,137	)		—			(202,137	)
Excise tax payable		—		—		—		—		—			(54,214	)		(54,214	)
Fair value of shares issued in connection with Sponsor and CEO fee waiver agreements		—		—		—		—		1,436,250			—			1,436,250
Fees waived in connection with the Sponsor and CEO fee waiver agreements		—		—		—		—		(327,000	)		—			(327,000	)
Net loss		—		—		—		—		—			(1,788,241	)		(1,788,241	)
Balance – June 30, 2024 (unaudited)		5,100,000		510		900,000		90		1,425,176			(13,973,256	)		(12,547,480	)
Accretion of Class A common stock subject to redemption		—		—		—		—		(75,405	)		—			(75,405	)
Net loss		—		—		—		—		—			(236,071	)		(236,071	)
Balance – September 30, 2024 (unaudited)		5,100,000	$	510		900,000	$	90	$	1,349,771		$	(14,209,327	)	$	(12,858,956	)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

	Common Stock										Additional						Total
	Class A				Class B						Paid-In			Accumulated			Stockholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance – December 31, 2022		—	$	—		6,000,000		$	600		$	—		$	(11,885,332	)	$	(11,884,732	)
Accretion of Class A common stock subject to redemption		—		—		—			—			—			3,628,151			3,628,151
Contributions from Sponsor		—		—		—			—			100,000			—			100,000
Initial Value of Forward Purchase Agreement		—		—		—			—			(86,369	)		—			(86,369	)
Class B common stock converted to Class A common stock on a one for one basis		5,100,000		510		(5,100,000	)		(510	)		—			—			—
Net income		—		—		—			—			—			895,469			895,469
Balance – March 31, 2023 (unaudited)		5,100,000		510		900,000			90			13,631			(7,361,712	)		(7,347,481	)
Accretion of Class A common stock subject to redemption		—		—		—			—			(13,631	)		(240,334	)		(253,965	)
Excise tax payable		—		—		—			—			—			(2,156,214	)		(2,156,214	)
Net loss		—		—		—			—			—			(383,459	)		(383,459	)
Balance – June 30, 2023 (unaudited)		5,100,000		510		900,000			90			—			(10,141,719	)		(10,141,119	)
Accretion of Class A common stock subject to redemption		—		—		—			—			—			(701,466	)		(701,466	)
Excise tax payable		—		—		—			—			—			(192,088	)		(192,088	)
Net loss		—		—		—			—			—			(227,581	)		(227,581	)
Balance – September 30, 2023 (unaudited)		5,100,000	$	510		900,000		$	90		$	—		$	(11,262,854	)	$	(11,262,254	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INSIGHT ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Nine Months Ended September 30,
	2024			2023
Cash Flows from Operating Activities:
Net (loss) income	$	(2,658,158	)	$	284,429
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Change in value of derivative liabilities		411,910			588,915
Interest expense - debt discount		456,449			—
Interest earned on investments held in Trust Account		(357,115	)		(2,898,986	)
Gain on forgiveness of deferred underwriting fee payable		—			(273,110	)
Change in fair value of forward purchase agreement		—			(86,369	)
Stock compensation expense		1,109,250			—
Deferred tax benefit		(4,774	)		(156,593	)
Changes in operating assets and liabilities:
Prepaid expenses		21,926			281,046
Accounts payable		369,890			(77,780	)
Accrued expenses		(84,311	)		449,786
Due to related party		(58,000	)		225,000
Due from related party		49,972			(891,000	)
Due from sponsor		(225,000	)		—
Due to investor		25,000			—
Income tax payable		(51,387	)		203,768
Franchise tax payable		—			8,159
Net cash used in operating activities		(994,348	)		(2,342,735	)

Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes		236,505			2,457,248
Cash withdrawn from Trust Account in connection with redemption		6,071,725			234,830,236
Cash deposited in Trust Account		(1,227,171	)		(500,000	)
Net cash provided by investing activities		5,081,059			236,787,484

Cash Flows from Financing Activities:
Contributions from Sponsor		—			100,000
Due to related party		—			420,000
Proceeds from related party		30,000			—
Proceeds pursuant to subscription agreement		350,000			—
Capital contribution from Sponsor		1,158,876			—
Proceeds from loan payable		108,466			—
Proceeds from convertible promissory note - related party		35,000			—
Due to shareholders		(650,402	)		—
Redemption of common stock		(5,421,323	)		(234,830,236	)
Net cash used in financing activities		(4,389,383	)		(234,310,236	)

Net change in cash and restricted cash		(302,672	)		134,513
Cash and restricted cash – beginning of the period		314,482			171,583
Total cash and restricted cash– end of the period	$	11,810		$	306,096

Cash and restricted cash – beginning of the period	$	11,810		$	—
Restricted cash		—			306,096
Total cash and restricted cash– end of the period	$	11,810		$	306,096

Supplemental Cash Flow Information:
Cash paid for franchise and income taxes	$	236,505			$$1,447,889

Supplemental disclosure of noncash activities:
Forgiveness of deferred underwriting fee payable	$	—		$	5,126,890
Fair Value of subscription shares	$	177,204		$	—
Value of excise tax liability	$	54,214		$	2,348,302
Increase in Due to Investor	$	—		$	150,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Note 1 - Description of Organization and Business Operations

Insight Acquisition Corp. (the “Company”) was incorporated in Delaware on April 20, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

The Company has one subsidiary, IAC Merger Sub Inc., a Florida corporation (“Merger Sub”), a direct wholly owned subsidiary of the Company incorporated on October 10, 2023. As of September 30, 2024 the subsidiary had no activity.

As of September 30, 2024, the Company had not commenced any operations. All activity for the period from April 20, 2021 (inception) through September 30, 2024 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and subsequent to the Initial Public Offering, the search for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. On October 29, 2024, the Company held a Special Meeting of stockholders. At the Special Meeting, the Company’s stockholders approved the Business Combination Agreement, dated as of October 13, 2023, as amended by the First Amendment to the Business Combination Agreement, dated as of June 21, 2024. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company’s sponsor is Insight Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on September 1, 2021. On September 7, 2021, the Company consummated its Initial Public Offering of 24,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $240.0 million, and incurring offering costs of approximately $17.5 million, of which approximately $12.0 million and approximately $668,000 were for deferred underwriting commissions (see Note 5) and offering costs allocated to derivate warrant liabilities, respectively.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,500,000 and 1,200,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”) and Odeon Capital Group, LLC (“Odeon”), respectively, for an aggregate of 8,700,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating proceeds of $8.7 million (see Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, $241.2 million ($10.05 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

The Company will provide the holders of the Company’s outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, in its sole discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.05 per Public Share plus pro rata interest earned in Trust Account). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the holders of 65% of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 3) and any Public Shares purchased during or after the Initial Public Offering, and the Anchor Investors (as defined below in Note 3) agreed to vote any Founder Shares held by them in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Company’s Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.

The Company’s Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.

The Sponsor and the Company’s officers and any other holders of the Founder Shares immediately prior to the Initial Public Offering (the “Initial Stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Anchor Investors are not entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a stockholder vote to amend the Certificate of Incorporation in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period).

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

If the Company is unable to complete a Business Combination by June 7, 2024, which may be extended only by the vote of the stockholders to approve an amendment to the amended and restated certificate of incorporation (the “Combination Period”) the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

On March 6, 2023 the Company held a special meeting (the “Special Meeting”) of stockholders. At the Special Meeting, the Company’s stockholders were asked to vote on the following items: (i) a proposal to amend the Charter to extend the date by which the Company has to consummate a business combination for an additional one month, from March 7, 2023 to April 7, 2023 and thereafter, at the discretion of the board of directors of the Company and without a vote of the stockholders, up to five (5) times for an additional one month each time, for a total of up to five additional months to September 7, 2023 (the “First Charter Amendment Proposal”), (ii) a proposal to amend the Company’s Charter to eliminate from the Charter the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Second Charter Amendment Proposal”), (iii) a proposal to amend the Charter to provide for the right of a holder of Class B common stock of the Company, par value $0.0001 per share (“Class B Common Stock”) to convert such shares into shares of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”) on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Third Charter Amendment Proposal” and together with the First Charter Amendment Proposal and the Second Charter Amendment Proposal, the “Charter Amendment Proposals”) and (iv) a proposal to direct the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve each of the Charter Amendment Proposals. In connection with the Extension, the holders of 21,151,393 Class A common shares, representing approximately 88.1% of the Company’s issued and outstanding Class A common shares, elected to redeem their shares. Following such redemptions, approximately $28,744,831 remained in the trust account and 2,848,607 shares of Class A Common Stock remained issued and outstanding.

On March 28, 2023, the board of directors of the Company approved a one-month extension of the date by which the Company has to consummate a business combination to May 7, 2023 and authorized management to deposit $80,000 into the Trust Account for such extension. Accordingly, management deposited $80,000 into the Trust Account and the date by which the Company has to consummate a business combination has been extended to May 7, 2023. On May 2, 2023, the board of directors of the Company approved an additional one-month extension to June 7, 2023 and deposited an additional $80,000 into the Trust Account.

On March 29, 2023, the Company entered into a forward share purchase agreement (the “Forward Share Purchase Agreement”) with Avila, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (collectively, “Seller”) for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, Seller intends but is not obligated to purchase the Company’s Class A Common Stock from holders (other than the Company or its affiliates) who have elected to redeem such shares in connection with the Proposed Transactions. Purchases by Seller will be made through brokers in the open market after the redemption deadline in connection with the Proposed Transactions at a price no higher than the redemption price to be paid by the Company in connection with the Proposed Transactions (the “Initial Price”). The Shares purchased by the Seller, other than the Share Consideration Shares are referred to herein as the “Recycled Shares.” The Seller also may sell 2,376,000 shares of the Company Class A Common Stock purchased in the Company’s initial public offering (“IPO Shares”) in the Forward Purchase Transaction, up to a maximum of 2,500,000 shares of Class A Common Stock (including any Recycled Shares).

On April 3, 2023, the Company entered into a Business Combination Agreement (“Avila BCA”) with Avila Energy Corporation, an Alberta corporation (“Avila”), pursuant to which the Company will acquire Avila for consideration of shares of the Company following its redomicile into the Province of Alberta. The business combination agreement and related executed agreements included supporting agreements and a forward share purchase agreement are more fully described and filed with the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2023.

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

On April 18, 2023, the Company received a notification from the New York Stock Exchange (“NYSE”) that it was in violation of NYSE requirements as it had failed to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”) and that if the Form 10-K is not filed with the SEC by 2:30 p.m. Eastern Time on April 21, 2023, the NYSE would post the Company to the NYSE’s late filers list on the Profile, Data and News pages with respect to each of the Company’s securities (the “LF Designation”). Effective April 19, 2023, the Company filed the Form 10-K and that same day the Company received additional correspondence from the NYSE acknowledging that the filing had been made and cancelling its prior correspondence and stating that the LF Designation would not be posted on the Profile, Data and News pages with respect to each of the Company’s securities.

On April 27, 2023, the Company issued a press release reporting that the Company will transfer the listing of its securities to The Nasdaq Stock Market (“Nasdaq”). In the press release, the Company stated that its securities will commence trading on Nasdaq upon the market open on Tuesday, May 2, 2023. The Company’s Class A common stock will continue trading under the ticker symbol “INAQ” on the Nasdaq Global Market and the Company’s units and warrants will continue trading under the ticker symbols “INAQU” and “INAQW,” respectively, on the Nasdaq Capital Market.

On May 24, 2023, the Company received a notification from the Nasdaq that it was not in compliance with Nasdaq Listing Rule 5250I(1) as it had failed to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Form 10-Q”). Under the Nasdaq Listing Rules, the Company now has 60 calendar days to submit a plan to regain compliance and if the plan is accepted, Nasdaq may grant an exception of up to 180 calendar days from the Form 10-Q’s due date, or until November 20, 2023, to regain compliance. The Company subsequently filed the Form 10-Q for the quarter ended March 31, 2023 on June 2, 2023, regaining compliance.

On August 17, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $480,000 (the “Note”) to the Sponsor, in exchange for the Sponsor advancing $480,000 to the Company to fund six one-month extensions of the amount of time the Company has to complete its initial business combination, from March 7, 2023 to September 7, 2023. The Note does not bear interest and matures upon the closing of an initial business combination by the Company. In addition, at the option of the holder, the Note may be paid by the Company through the issuance of private placement warrants of the Company at a price of $1.00 per unit. The loan will be forgiven, except to the extent of any funds held outside of the Company’s trust account, by the Sponsor, if Company is unable to consummate an initial business combination. On November 6, 2023, the Company and the Sponsor entered into a written agreement (the “Rescission Agreement”) to rescind and nullify that certain promissory note in the principal amount of $480,000 and executed on August 17, 2023 (the “Note”) pursuant to which the Company agreed to pay the Sponsor the principal amount of $480,000 subject to the terms and conditions of the Note. Upon execution and delivery of the Rescission Agreement, the Note, in its entirety, is hereby irrevocably rescinded, abrogated, cancelled and rendered null and void ab initio and of no force or effect whatsoever, and the positions among the Company and the Sponsor shall be restored to what would have existed had they not entered into the Note.

As approved by its stockholders at the annual meeting of stockholders held on September 6, 2023 (the “Annual Meeting”), the Company filed a Second Amendment (the “Second Amendment”) to its Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of State on September 6, 2023 to modify the terms and extend Combination Period by which the Company has to consummate an initial business combination (the “Business Combination”) from September 7, 2023 to June 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. In connection with the stockholder’s vote at the Annual Meeting, 1,847,662 shares were tendered for redemption in exchange for a total redemption payment of $19,208,848.

On September 7, 2023, October 7, 2023, November 7, 2023, December 15, 2023, January 5, 2024, February 2, 2024, February 7, 2024, March 20, 2024 and May 6, 2024, the Company deposited $20,000 into the Trust Account on each date, to extend the Business Combination Period from September 7, 2023 to June 7, 2024. On June 6, 2024, July 31, 2024, August 21, 2024, September 11, 2024, October 7, 2024, and November 15, 2024, the Company deposited $10,382 or $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account on each date to extend the Business Combination Period from June 7, 2024 to November 7, 2024. The Company will deposit an additional amount of $10,382 or $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account on or before the closing date of the Business Combination to extend the Business Combination Period to December 7, 2024.

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

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 (the “Board”) has unanimously approved and declared advisable the AM BCA, the Merger and the other transactions contemplated thereby (the “Proposed Transactions”). A copy of the AM BCA is filed as Exhibit 2.1 in the Current Report on Form 8-K, dated October 17, 2023. In connection with entering into the AM BCA, in October 2023, the Company formed IAC Merger Sub Inc., a Florida corporation.

On December 28, 2023, the Company filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 (the “Registration Statement”) in connection with the proposed business combination with Alpha Modus, Corp. based in Metro-Charlotte, NC (the “Business Combination”).

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 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.

On June 5, 2024, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting the Company’s stockholders approved the filing of a Third Amendment (the “Third Amendment”) to its Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of State to modify the terms and extend time 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. In connection with the stockholder’s vote at the Special Meeting and the planned filing of the Third Amendment, 481,865 shares of the Company’s Class A Common Stock, $0.0001 par value per share, were tendered for redemption.

On September 27, 2024, the Company received the Notice from the Nasdaq Stock Market LLC (“Nasdaq”), stating that the Company did not comply with Nasdaq Interpretive Material IM-5101-2, and that its securities are now subject to delisting. The Company’s registration statement filed in connection with the Company’s IPO became effective on September 1, 2021. Pursuant to IM-5101-2, the Company, a special purpose acquisition company, must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Since the Company failed to complete its initial business combination by September 1, 2024, the Company did not comply with IM5101-2, and its securities are now subject to delisting. Unless the Company requests an appeal of this determination by October 4, 2024, trading of the Company’s securities will be suspended at the opening of business on October 8, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market. The Company appealed the determination contained in the Notice and a hearing on the appeal was scheduled for November 14, 2024 (the “Hearing”). The Hearing was held on November 14, 2024 and the Company requested an extension until December 31, 2024 to complete the Business Combination. The Company is waiting for the decision on its appeal.

The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.05. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Risks and Uncertainties

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed consolidated financial statements.

Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

During the second quarter of 2024, the Internal Revenue Service issued final regulations with respect to the timing and payment of the excise tax. These regulations provided that the filing and payment deadline for any liability incurred during the period from January 1, 2023 to December 31, 2023 would be October 31, 2024. The Company is currently evaluating its options with respect to this obligation. Any amount of such excise tax not paid in full, will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.

The Company held a meeting on March 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 March 7, 2023, monthly for up to six additional months at the election of the Company, ultimately until as late as September 7, 2023 (the “Extension”, and such extension date the “Extended Date”). In connection with the March 6, 2023 meeting, 21,151,393 shares of the Company’s common stock were redeemed with a total redemption payment of $215,621,387.

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, 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. In connection with the stockholder’s vote at the Annual Meeting, 1,847,662 shares were tendered for redemption in exchange for a total redemption payment of $19,208,848.

The Company held a special meeting on June 5, 2024 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 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. In connection with the stockholder’s vote at the Special Meeting, 481,865 shares were tendered for redemption in exchange for a total redemption payment of $5,421,323.

As a result, the Company booked a liability of $2,348,302 for the excise tax based on 1% of shares redeemed during the year ended December 31, 2023 and $54,214 for the excise tax based on 1% of shares redeemed during the nine months ended September 30, 2024. For interim periods, an entity is not required to estimate future stock repurchases and stock issuances to measure its excise tax obligation. Rather, an entity can generally record the obligation on an as-incurred basis. In other words, the excise tax obligation recognized at the end of a quarterly financial reporting period is calculated as if the end of the quarterly period was the end of the annual period for which the excise tax obligation is payable.

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Pursuant to the AM BCA, (i) in the event the business combination contemplated by the AM BCA occurs, then the surviving company shall pay the Company’s excise tax liability; (ii) if Alpha Modus does not obtain its shareholders approval of the business combination, or Alpha Modus breaches the AM BCA, then Alpha Modus will be responsible to pay the Company’s excise tax liability; and (iii) if an Alpha Modus material adverse effect occurs and the business combination does not close, or if Alpha Modus fails to close the business combination for any reason other than a material breach by the Company, then Alpha Modus will be responsible to pay the Company’s excise tax liability. In all other circumstances the Company will be responsible to pay the Company’s excise tax liability. The Company will not use any of the funds held in the Trust Account and any additional amounts deposited into the Trust Account, as well as any interest earned thereon, to pay for the Company’s excise tax liability. In addition, because the excise tax would be payable by the Company and not by the redeeming holders, the mechanics of any required payment of the excise tax by the Company have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

In October 2023, the Israel-Hamas war commenced. As a result of the war, instability in the Middle East and various other regions of the world may occur and effect the world economy. Various nations, including the United States, as a reaction to the Israel-Hamas war have begun taking actions that may further affect the world economy. Such effects on the world economy are not determinable as of the date of these unaudited condensed consolidated financial statements. The specific impact on the Company’s financial condition, results of operations and cash flows is also not determinable as of the date of these unaudited condensed consolidated financial statements.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Liquidity and Going Concern

As of September 30, 2024, the Company had $11,810 in its operating bank account available to pay operating expenses and working capital deficit of $5,274,211.

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for issuance of the Founder Shares (as defined in Note 3), and the loan from the Sponsor of approximately $163,000 under the Note (as defined in Note 4). The Company repaid $157,000 of Note balance on September 7, 2021 and repaid the remaining balance of approximately $6,000 in full on September 13, 2021, at which time the Note was terminated. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of September 30, 2024 and December 31, 2023, there were no amounts outstanding under any Working Capital Loans.

On July 25, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of $35,000 (the “Note”) to a related party, the Note being entered into in consideration of two transfers made by Jeffrey J. Gary to the Maker on April 18, 2024 for $25,000 and on May 22, 2024 for $10,000. The Note does not bear interest and matures upon the closing of an initial business combination by the Company. The principal balance may be repaid at any time. The principal balance shall be payable by the Company either: (i) in cash, or (ii) at the Payee’s election in writing, by issuance of Maker’s private placement warrants (the “Private Warrants”), at a price of $1.00 per Private Warrant. Each Private Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. As of September 30, 2024, there was $35,000 outstanding amount under this Note included on the condensed consolidated balance sheets.

In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 7, 2024 (extended monthly through extension payments), to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to complete a Business Combination by close of business on December 7, 2024. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 7, 2024.

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Note 2 - Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024 or any future period.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on May 14, 2024.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2024 and December 31, 2023.

Restricted Cash

The Company has $0 and $314,482 of restricted cash to be used to pay for taxes as of September 30, 2024 and December 31, 2023, respectively.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Investments Held in the Trust Account

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in gain on investments held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” equals or approximates the carrying amounts represented in the condensed consolidated balance sheets, except for the derivative liabilities (see Note 9).

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants and the forward purchase agreement, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The warrants issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using the public market quoted prices at each measurement date starting at September 30, 2022. The fair value of Public Warrants has subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

The Company granted the underwriters a 45-day option to purchase up to 3,600,000 additional Units solely to cover over-allotments, if any. The Company estimated the fair value of the over-allotment option using a Black-Scholes model. On October 16, 2021, the over-allotment option expired unexercised.

The Forward Purchase Agreement entered into on March 29, 2023 included elements that require liability classification under ASC 480. Accordingly, the Company recognizes the Forward Purchase Agreement as a liability at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as it is outstanding. The initial fair value of the Forward Purchase Agreement liability issued was estimated using a Put Option Pricing model, which analyzed and incorporated into the model the put price, the risk-free rate, the variable term, the settlement features, the likelihood of completing a business combination and the early termination provisions. The model estimates the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e., stock price, exercise price, etc.). Probabilities were assigned to each variable such as the timing and pricing of events over the term of the instruments based on management projections. The fair value was adjusted for the market implied likelihood of completing a business combination. The Forward Share Purchase Agreement was terminated as a result of the termination of the Avila BCA on August 10, 2023. As a result, there was no value assigned to the Forward Share Purchase Agreement. The Company has written off the liability and recognized the change in value of the Forward Share Purchase Agreement in the unaudited condensed consolidated statement of operations during the nine months ended September 30, 2023.

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Capital Call Loan

The Company previously analyzed the Subscription Agreement under ASC 470 “Debt”, ASC 480 “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”, and previously concluded that, (i) the Subscription Shares (as defined in Note 5) issuable under the Subscription Agreement are not required to be accounted for as a liability under ASC 480, (ii) bifurcation of a single derivative that comprises all of the fair value of the Subscription Share feature(s) (i.e., derivative instrument(s)) is not necessary under ASC 815-15-25-7 through 25-10 and (iii) under ASC 470-20-25-2 the Subscription Shares are deemed to be representative of a freestanding financial instrument issued in a bundled transaction with the Capital Call Loan. The Subscription Shares to be issued as part of the bundled transaction were previously classified and accounted for as equity. As a result, proceeds from the sale of a debt instrument with stock purchase Subscription Shares were allocated to the two elements based on the relative fair values of the debt instrument without the Subscription Shares and of the Subscription Shares themselves at time of issuance. The portion of the proceeds allocated to the Subscription Shares was accounted for as paid-in capital. The remainder of the proceeds was allocated to the debt instrument portion of the transaction. This resulted in a debt discount, which shall be accounted for as interest and amortized as interest expense over the life of the loan. Based on the previous accounting for Subscription Agreement, the Company recognized at draw dates an aggregate of $800,000 as capital call loan recorded as a due to investor under condensed consolidated balance sheets, $568,503 was recorded as additional paid-in capital and $568,503 was recognized as debt discount – due to investor which was amortized as interest expense in the profit and loss over the life of the loan.

On May 15, 2024, the Company, Sponsor and Polar entered into the Amendment pursuant to which Polar’s aggregate advance under the Subscription Agreement was reduced from $1,000,000 to $975,000 and in the event the Company consummates the business combination with Alpha Modus Corp., then the Company will not be obligated to issue to Polar one (1) share of the Company’s Class A Common Stock for each dollar Polar advances to the Company under at Subscription Agreement at the closing of the business combination. However, if the Company consummates a business combination with an entity other than Alpha Modus, Corp., then the Company is obligated to issue to Polar one (1) share of the Company’s Class A Common Stock for each dollar Polar advances to the Company under at Subscription Agreement at the closing of the business combination with an entity other than Alpha Modus, Corp. After the amendment.

The Company analyzed the amended Subscription Agreement under ASC 470 “Debt”, ASC 480 “Distinguishing Liabilities from Equity”, ASC 815, “Derivatives and Hedging” and ASC 825 “Financial Instrument” and concluded that, (i) the Subscription Shares issuable under the Subscription Agreement are now required to be accounted for as a liability under ASC 480, (ii) bifurcation of a single derivative that comprises all of the fair value of the Subscription Share feature(s) (i.e., derivative instrument(s)) is not necessary under ASC 815-15-25-7 through 25-10 and (iii) under ASC 470-20-25-2 the Subscription Shares are deemed to be representative of a freestanding financial instrument issued in a bundled transaction with the Capital Call Loan. The Subscription Shares to be issued as part of the bundled transaction shall be classified and accounted for as liability. The Subscription Shares are required to be classified and accounted for at fair value under ASC 480-10. The Company has not elected to classify and account for the Capital Call(s) at fair value under the fair value option under ASC 825. As a result, proceeds from the sale of a debt instrument with stock purchase Subscription Shares were allocated to the two elements based on the relative fair values of the debt instrument without the Subscription Shares and of the Subscription Shares themselves at time of issuance. The portion of the proceeds so allocated to the Subscription Shares was accounted for as subscription share liability. The remainder of the proceeds was allocated to the debt instrument portion of the transaction. This resulted in a debt discount, which shall be accounted for as interest on capital call date. In accordance with ASC 480-10, the Subscription Shares were initially required to be classified as liability classified instruments; therefore, the Subscription Shares are required to be measured at fair value at each reporting period with changes in fair value recorded within earnings. As a result of the amendment, the Company recognized the fair value of the subscription share liability on the amendment date amounting to $0. As of September 30, 2024, the Company drew an additional $175,000 as a capital call loan and recorded it as a due to investor on the condensed consolidated balance sheet, and $0 was allocated as fair value of the bundled subscription share.

As of September 30, 2024, the Company received $975,000 under the Subscription Agreement and recorded the amount as due to investor. No value was allocated to subscription share liability on the accompanying condensed consolidated balance sheet. As of December 31, 2023, the Company received $600,000 under the Subscription Agreement and recorded the amount as a due to investor, net of debt discount of $279,245, on the accompanying condensed consolidated balance sheet.

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed consolidated statements of operations. Offering costs associated with issuance of the Class A common stock were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were offset by a full valuation allowance as of September 30, 2024 and December 31, 2023. Deferred tax liabilities were $5,161 and $9,935 as of September 30, 2024 and December 31, 2023, respectively.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Tax expense of approximately $12,000 and $52,000 was recognized for the three months ended September 30, 2024 and 2023, respectively, and amounts of approximately $59,000 and $637,000 were recognized for the nine months ended September 30, 2024 and 2023, respectively. There were no unrecognized tax benefits as of September 30, 2024 and December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 519,080 and 1,000,945 shares of Class A common stock subject to possible redemption as of September 30, 2024 and December 31, 2023, respectively, are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Net (Loss) Income Per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. The presentation assumes a business combination as the most likely outcome. Net (loss) income per common share is calculated by dividing the net (loss) income by the weighted average shares of common stock outstanding for the respective period.

The calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 20,700,000 shares of Class A common stock in the calculation of diluted (loss) income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the three and nine months ended September 30, 2024 and 2023. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock:

	For the Three Months Ended September 30,
	2024									2023
	Class A redeemable			Class A non-redeemable			Class B			Class A redeemable			Class A non-redeemable			Class B
Basic and diluted net loss per common share:
Numerator:
Allocation of net loss	$	(18,797	)	$	(184,683	)	$	(32,591	)	$	(64,374	)	$	(138,726	)	$	(24,481	)
Denominator:
Basic and diluted weighted average common shares outstanding		519,080			5,100,000			900,000			2,366,608			5,100,000			900,000

Basic and diluted net loss per common share	$	(0.04	)	$	(0.04	)	$	(0.04	)	$	(0.03	)	$	(0.03	)	$	(0.03	)

	For the Nine Months Ended September 30,
	2024									2023
	Class A redeemable			Class A non-redeemable			Class B			Class A redeemable		Class A non-redeemable		Class B
Basic and diluted net (loss) income per common share:
Numerator:
Allocation of net (loss) income	$	(311,063	)	$	(1,995,031	)	$	(352,064	)	$	159,231	$	75,165	$	50,033
Denominator:
Basic and diluted weighted average common shares outstanding		795,185			5,100,000			900,000			7,637,976		3,605,495		2,400,000

Basic and diluted net (loss) income per common share	$	(0.39	)	$	(0.39	)	$	(0.39	)	$	0.02	$	0.02	$	0.02

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements.

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Note 3 - Initial Public Offering

On September 7, 2021, the Company consummated its Initial Public Offering of 24,000,000 Units, generating gross proceeds of $240.0 million, and incurring offering costs of approximately $17.5 million, of which approximately $12.0 million and approximately $668,000 were for deferred underwriting commissions and offering costs allocated to derivative warrant liabilities, respectively. Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

Of the 24,000,000 Units sold in the Initial Public Offering, 23,760,000 Units were purchased by certain qualified institutional buyers or institutional accredited investors which are not affiliated with any member of the Company management (the “Anchor Investors”). In connection with the sale of Units to the Anchor Investors, the Sponsor transferred an aggregate of 1,350,000 of the Company’s Class B common stock held by the Sponsor (the “Founder Shares”) to the Anchor Investors at a price of approximately $0.004 per Founder Share. The Company determined that the excess of the fair value of the Founder Shares acquired by the Anchor Investors over the price paid by such Anchor Investors should be recognized as an offering cost in accordance with SEC Staff Accounting Bulletin Topic 5A. The Company estimated the fair value of the Founder Shares sold to the Anchor Investors to be $2.37 per share or an aggregate of approximately $3.2 million, based on third-party transactions in the Sponsor’s equity interests. Accordingly, the offering cost is allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Public Warrants are expensed as incurred. Offering costs allocated to the Public Shares are charged against the carrying value of Class A common stock upon the completion of the Initial Public Offering.

The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,600,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On October 16, 2021, the over-allotment option expired unexercised.

Note 4 - Related Party Transactions

Founder Shares

On May 5, 2021, the Sponsor paid for certain offering costs totaling $25,000 on behalf of the Company in exchange for issuance of 6,181,250 shares of the Company’s Founder Shares, par value $0.0001 per share. On July 29, 2021, the Company effected a 1:1.1162791 stock split of Class B common stock, resulting in an aggregate of 6,900,000 shares of Class B common stock outstanding. In connection with the sale of Units to the Anchor Investors, the Sponsor transferred 1,350,000 Founder Shares to the Anchor Investors, as described in Note 3, above. The Sponsor agreed to forfeit up to 900,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On October 16, 2021, the over-allotment option expired unexercised. As such, 900,000 shares of Class B common stock were forfeited.

On March 22, 2023, 5,100,000 shares of Class B common stock were exchanged for an equal number of shares of Class A common stock. Such shares are not entitled to redemption rights.

The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup.

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Contributed Capital

On March 7, 2023, the Sponsor contributed $100,000 to the Company for no consideration.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,500,000 and 1,200,000 Private Placement Warrants to the Sponsor and Cantor and Odeon, respectively, for an aggregate of 8,700,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating proceeds of $8.7 million.

Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor and the underwriters was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. Except as set forth below, the Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor, the underwriters or their permitted transferees.

The Sponsor, the underwriters and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Loans

On April 30, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $163,000 under the Note. On September 7, 2021, the Company repaid $157,000 of Note balance and repaid the remaining balance of approximately $6,000 in full on September 13, 2021. Subsequent to the repayment, the facility was no longer available to the Company.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2024 and December 31, 2023, the Company had no borrowings under the Working Capital Loans.

Services Agreement

On September 1, 2021, the Company entered into an agreement with 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. On June 21, 2024, the Company entered into a fee waiver agreement with the Sponsor and a member of the management team whereas 125,000 shares of the post Business Combination entity shall be issued in full satisfaction of all compensation through March 31, 2024 and in the future. For the three and nine months ended September 30, 2024, the Company incurred approximately $0 and $30,000, respectively. For the three and nine months ended September 30, 2023, the Company incurred approximately $30,000 and $90,000, respectively, under the services agreement in the condensed consolidated statements of operations. As of September 30, 2024 and December 31, 2023, $190,000 and $160,000 were included in due to related party on the condensed consolidated balance sheets, respectively.

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

The board of directors has also approved 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. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates. On April 21, 2024, all deferred compensation owed to Mr. Gary by the Company to date, in the aggregate amount of $132,500, shall be forfeited and henceforth shall cease to accrue $7,500 per month in service fees currently recorded in due to related party on the condensed consolidated balance sheets. On June 21, 2024, the Company entered into a fee waiver agreement with the Sponsor and a member of the management team whereas 125,000 shares of the post Business Combination entity shall be issued in full satisfaction of all compensation through March 31, 2024 and in the future. For the three and nine months ended September 30, 2024, the Company incurred approximately $0 and $24,500, respectively, under the services agreement. For the three and nine months ended September 30, 2023, the Company incurred approximately $45,000 and $135,000, respectively, under the services agreement. As of September 30, 2024 and December 31, 2023, $137,000 and $225,000 were included in due to related party on the condensed consolidated balance sheets, respectively.

The agreement will be accounted for under ASC 718 and the Company recorded a stock compensation expense for the fair value of the shares to be issued in excess of the fair value of the liability recorded as of September 30, 2024. The Company estimated the aggregate fair value of the 125,000 shares of the post Business Combination attributable to the member of the management team in full satisfaction of all compensation and administrative fees through March 31, 2024 and in the future to be $1,436,250 or $11.49 per share. The fair value of the post Business Combination shares was based on the publicly traded share price of the Company as of the date of the agreement.

Convertible Promissory Note – Related Party

On July 25, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of $35,000 (the “Note”) to a related party, the Note being entered into in consideration of two transfers made by Jeffrey J. Gary to the Maker on April 18, 2024 for $25,000 and on May 22, 2024 for $10,000. The Note does not bear interest and matures upon the closing of an initial business combination by the Company. The principal balance may be repaid at any time. The principal balance shall be payable by the Company either: (i) in cash, or (ii) at the Payee’s election in writing, by issuance of Maker’s private placement warrants (the “Private Warrants”), at a price of $1.00 per Private Warrant. Each Private Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. As of September 30, 2024, there was $35,000 outstanding under this Note included on the condensed consolidated balance sheet.

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Due to Related Party

As of September 30, 2024, the Sponsor advanced a total of $485,000 to the Company of which $450,000 was deposited to the Trust to extend the Business Combination Period from April 7, 2023 to September 7, 2023 based on the Amended and Restated Certificate of Incorporation as amended on March 6, 2023 allowing the Company to consummate an initial business combination from March 7, 2023 to September 7, 2023, provided that the Company deposits the lesser of $80,000 and $0.04 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 and $20,000 was deposited to the Trust to extend the Business Combination period from September 7, 2023 to October 7, 2023 based on the Amended and Restated Certificate of Incorporation as amended on September 6, 2023 allowing the Company to consummate an initial business combination from September 7, 2023 to June 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. As of September 30, 2024 and December 31, 2023, $450,000 and $420,000 were included in due to related party on the condensed consolidated balance sheets, respectively.

Due from Related Party

On July 20, 2023 and August 7, 2023, a total of $891,000 was transferred to the Sponsor from the operating bank account, of which a total of $616,000 was paid back on October 10, 2023, October 11, 2023 and December 13, 2023. Additionally, during the year ended December 31, 2023 the Sponsor paid operating expenses on behalf of the Company with a total value of $80,000 which has been netted against the amount owed. During the nine months ended September 30, 2024, a total of $49,972 was paid back.

As of September 30, 2024 and December 31, 2023, there were amounts of $145,028 and $195,000 outstanding from the Sponsor, respectively.

Due from Sponsor

Between March 2, 2023 and December 5, 2023, the Company withdrew an aggregate amount of $2,497,248 from the Trust Account pursuant to seven separate written withdrawal requests to Continental Stock Transfer and Trust (“Continental”), the trustee for the Trust Account for the payment of taxes. While the Company paid an aggregate amount of $1,447,889 for tax payments, the remaining amount of $1,049,359, that was withdrawn from the Trust Account for tax purposes, was used to pay other business expenses of the Company. On March 15, 2024, the Sponsor deposited $1,049,359 into the Trust Account, and on March 26, 2024, the Sponsor deposited an additional amount $36,285 into the Trust Account to reimburse the Trust Account for interest that would have earned on the $1,049,359 that was erroneously withdrawn from the Trust Account of which $24,656 was accrued as of December 31, 2023. From March 11, 2024 through March 14, 2024, the Sponsor transferred an aggregate of $1,090,000 to fund amounts transferred to the Trust Account.

For the nine months ended September 30, 2024, Polar funded Sponsor an additional $375,000 under the Subscription Agreement and the Sponsor loaned the Company $150,000 from Polar.

As of September 30, 2024 and December 31, 2023, there were amounts of $140,139 and $1,074,015 outstanding from the Sponsor, respectively.

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Note 5 - Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), were entitled to registration rights pursuant to a registration and stockholder rights agreement signed prior to the consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.8 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.50 per unit, or $12.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. If the underwriters’ over-allotment option was fully exercised, $0.70 per over-allotment unit, or up to an additional approximately $2.5 million, or approximately $14.5 million in the aggregate, would have been deposited in the Trust Account as deferred underwriting commissions. On October 16, 2021, the over-allotment option expired unexercised. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

On March 28, 2023, the Company received a waiver from one of the underwriters of its Initial Public Offering pursuant to which such underwriter waived all rights to $5.4 million of its $8.4 million deferred underwriting commissions payable upon completion of an initial Business Combination. As a result, the Company recognized $273,110 of gain on forgiveness of underwriting fee payable and $5,126,890 toward Class A redeemable shares in relation to the forgiveness of the deferred underwriter fee allocated to the underwriter in the accompanying unaudited condensed consolidated financial statements. In connection with this waiver, the underwriter also agreed that the remainder of the deferred underwriting fee of $3.0 million will be payable upon the consummation of the business combination. As of September 30, 2024 and December 31, 2023, $6,600,000 was outstanding under deferred underwriting fee payable.

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 into agreements with its underwriters, pursuant to which its underwriters agreed to accept a total of 300,000 shares at the closing of the Business Combination in full satisfaction of the remaining $6.6 million of deferred underwriting discount that was payable in cash to the underwriters at the closing of the Business Combination. The Company’s agreements with its underwriters are subject to certain conditions which result in the Company recording the impact of the agreements at the closing of the Business Combination.

Forward Share Purchase Agreement

On March 29, 2023, the Company entered into a forward share purchase agreement (the “Forward Share Purchase Agreement”) with Avila, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (collectively, “Seller”) for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, Seller intends but is not obligated to purchase shares of SPAC Class A Common Stock from holders (other than SPAC or its affiliates) who have elected to redeem such shares in connection with the Proposed Transactions. Purchases by Seller will be made through brokers in the open market after the redemption deadline in connection with the Proposed Transactions at a price no higher than the redemption price to be paid by SPAC in connection with the Proposed Transactions (the “Initial Price”). The Shares purchased by the Seller, other than the Share Consideration Shares are referred to herein as the “Recycled Shares.” The Seller also may sell 2,376,000 shares of SPAC Class A Common Stock purchased in the SPAC’s initial public offering (“IPO Shares”) in the Forward Purchase Transaction, up to a maximum of 2,500,000 shares of Class A Common Stock (including any Recycled Shares). The Forward Share Purchase Agreement was terminated as a result of the termination of the Avila BCA on August 10, 2023, as described below.

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Business Combination Agreements

On April 3, 2023, the Company entered into a Business Combination Agreement with Avila Energy Corporation, an Alberta corporation (“Avila”), pursuant to which the Company will acquire Avila for consideration of shares of the Company following its redomicile into the Province of Alberta. The business combination agreement and related executed agreements included supporting agreements and a forward share purchase agreement are more fully described and filed with the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2023.

On August 10, 2023, the Company and Avila entered into a Letter Agreement providing for the mutual termination of the Avila BCA. The Letter Agreement provides for the mutual release of claims against the other party and also provides that Avila will pay to the Company $300,000 in partial reimbursement of expenses incurred by the Company in connection with the Avila BCA (the “Avila Payment”). The Avila Payment is due and payable as follows: 1) up to $300,000 immediately upon Avila’s receipt of net proceeds from any financing, public or private, in excess of U.S. $3,000,000, -or- (2) (i) $50,000 by December 1, 2023, (ii) $100,000 by February 1, 2024 and (iii) $150,000 by April 1, 2024. Management does not believe that Avila has the funds to pay the reimbursement of expenses in connection with the Avila BCA and believes it to be uncollectible. The Company has fully allowed for the receivable from Avila for the reimbursement of expenses in connection with the Avila BCA as of September 30, 2024.

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 (the “Board”) has unanimously approved and declared advisable the AM BCA, the Merger and the other transactions contemplated thereby (the “Proposed Transactions”). A copy of the AM BCA is filed as Exhibit 2.1 in the Current Report on Form 8-K dated October 17, 2023. In connection with entering into the AM BCA, in October 2023, the Company formed IAC Merger Sub Inc, a Florida corporation.

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.

On October 29, 2024, the Company held a Special Meeting of stockholders. At the Special Meeting, the Company’s stockholders approved the Business Combination Agreement, dated as of October 13, 2023, as amended by the First Amendment to the Business Combination Agreement, dated as of June 21, 2024, by and among the Company, IAC Merger Sub Inc. (“Merger Sub”), and Alpha Modus, Corp. (“Alpha Modus”), and approve the transactions contemplated thereby, including the merger of Merger Sub with and into Alpha Modus, with Alpha Modus continuing as the surviving corporation and as a wholly-owned subsidiary of the Company (the “Business Combination”), approved the Company’s amended and restated certificate of incorporation, as amended (the “IAC Charter”), in connection with the closing of the Business Combination, by adopting the second amended and restated certificate of incorporation (the “Amended and Restated Charter”), which includes the authorization to issue and designation of 7,500,000 new shares of preferred stock as Series C Redeemable Convertible Preferred Stock”, and the stockholders also approved the issuance of shares of the Company’s common stock pursuant to the Business Combination Agreement, as well as the issuance of shares of the Company’s common stock issuable upon conversion of the Company’s Series C Redeemable Convertible Preferred Stock issuable pursuant to the Business Combination Agreement for purposes of complying with the applicable listing rules of the Nasdaq Stock Market. In connection with the stockholders’ vote at the Special Meeting, 426,135 shares were tendered for redemption.

Subscription Agreement

On August 30, 2023, the Company, Sponsor and Polar Multi-Strategy Master Fund (“Polar”), an investor, entered into an agreement (the “Subscription Agreement”) in which Polar has agreed to fund the Sponsor up to $1,000,000, pursuant to written draw down requests (a “Capital Call”), and the Sponsor will in turn loan such funds to the Company, to cover the Company’s working capital expenses (each a “Sponsor Loan”). For the nine months ended September 30, 2024, Polar funded Sponsor additional $375,000 under the Subscription Agreement and the Sponsor loaned the Company $375,000 from Polar. For the year ended December 31, 2023, Polar funded Sponsor $600,000 under the Subscription Agreement and the Sponsor loaned the Company $600,000 from Polar. All subsequent Capital Calls are subject to the mutual consent of the Company, Sponsor and Polar. All Capital Calls funded by Polar shall not accrue interest and are repayable by the Sponsor at the closing of the Company’s initial business combination. At the option of Polar, all Capital Calls funded by Polar may be repaid by the Company through the issuance of one share of Class A Common Stock for each $10 of the outstanding Capital Calls funded by Polar. Sponsor is also responsible to reimburse Polar for its reasonable attorney’s fees incurred in connection with the Subscription Agreement up to $5,000. In the event, a business combination does not occur and the Company liquidates, then all Capital Calls funded by Polar out of cash held in the Sponsor’s bank accounts and/or the Company’s bank accounts, excluding the Company’s Trust Account. The Sponsor Loans shall not accrue interest and shall be repaid by the Company at the closing of the business combination.

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

In consideration of the funds received, the Company will issue, at the closing of its business combination, to Polar one (1) shares of the company’s Class A Common Stock for each dollar Polar funds through the Capital Calls (“Subscription Shares”). The Subscription Shares shall not be subject to any transfer restrictions or any other lock-up provisions, earn outs, or other contingencies. The Subscription Shares (i) to the extent feasible and in compliance with all applicable laws and regulations shall be registered as part of any registration statement issuing shares before or in connection with the Business Combination Closing or (ii) if no such registration statement is filed in connection with the Business Combination Closing, shall promptly be registered pursuant to the first registration statement filed by the Company or the surviving entity following the Business Combination Closing, which shall be filed no later than 30 days after the Business Combination Closing and declared effective no later than 90 days after the Business Combination Closing. The Sponsor shall not sell, transfer, or otherwise dispose of any securities owned by the Sponsor until the Subscription Shares have been transferred to the Investor and the registration statement has been made effective.

In the event the Sponsor of the Company defaults in its obligations under the Subscription Agreement (a “Default”), then the Sponsor shall be required to transfer to Polar 0.1 share of Class A Common Stock or Class B Common Stock for each $1 that Polar has funded under the Capital Calls as of the date of such Default and shall be required repeat such issuance for each month the such Default continues.

On May 15, 2024, the Company, Sponsor and Polar entered into Amendment No. 1 to the Subscription Agreement (the Amendment”) pursuant to which Polar’s aggregate advance under the Subscription Agreement was reduced from $1,000,000 to $975,000 and in the event the Company consummates the business combination with Alpha Modus Corp., then the Company will not be obligated to issue to Polar one (1) share of the Company’s Class A Common Stock for each dollar Polar advances to the Company under at Subscription Agreement at the closing of the business combination. However, if the Company consummates a business combination with an entity other than Alpha Modus, Corp., then the Company is obligated to issue to Polar one (1) share of the Company’s Class A Common Stock for each dollar Polar advances to the Company under at Subscription Agreement at the closing of the business combination with an entity other than Alpha Modus, Corp. (the “Subscription Shares”). The Subscription Shares shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies. The Subscription Shares (i) to the extent feasible and in compliance with all applicable laws and regulations shall be registered as part of any registration statement issuing shares before or in connection with the closing of the business combination or (ii) if no such registration statement is filed in connection with the closing of the business combination, shall promptly be registered pursuant to the first registration statement filed by the Company or the surviving entity following the closing of the business combination, which shall be filed no later than 30 days after the closing of the business combination and declared effective no later than 90 days after the closing of the business combination. Sponsor shall not sell, transfer or otherwise dispose of any securities owned by the Sponsor until the Subscription Shares have been transferred to the Investor and the registration statement has been made effective.

Note 6 - Class A Shares of Common Stock Subject to Possible Redemption

The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. In connection with the Extensions on March 6, 2023, September 6, 2023 and June 5, 2024, the holders of 21,151,393, 1,847,662 and 481,865 Class A common shares, representing approximately 88.1%, 65% and 48%, respectively, of the Company’s issued and outstanding Class A common shares, elected to redeem their shares. Following such redemptions, approximately $5,840,000 will remain in the trust account and 1,000,945 shares of Class A Common Stock subject to possible redemption will remain issued and outstanding. As of September 30, 2024 and December 31, 2023, there were 519,080 and 1,000,945 shares of Class A common stock subject to possible redemption outstanding at $11.27 and $10.84 redemption value, respectively, all of which were subject to possible redemption.

The shares of Class A common stock issued in the Initial Public Offering were recognized in Class A common stock subject to possible redemption as follows:

Class A common stock subject to possible redemption at December 31, 2022	$	243,597,590
Less:
Redemptions		(234,830,236	)
Due to shareholder		(628,758	)
Accretion of carrying value to redemption value		(2,418,083	)
Plus:
Waiver of underwriting fee allocated to Class A Common Stock		5,126,890
Class A common stock subject to possible redemption at December 31, 2023		10,847,403
Less:
Redemptions		(5,421,323	)
Due to shareholder		(21,644	)
Plus:
Accretion of Class A common stock subject to possible redemption amount		445,894
Class A common stock subject to possible redemption at September 30, 2024	$	5,850,330

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Note 7 - Stockholders’ Deficit

Preferred Stock -The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2024 and December 31, 2023, there were no preferred shares issued or outstanding.

Class A Common Stock -The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2024 and December 31, 2023, there were 5,619,080 and 6,100,945 shares of Class A common stock issued and outstanding, respectively. All shares of Class A common stock subject to possible redemption have been classified as temporary equity (see Note 6). On March 22, 2023, 5,100,000 shares of Class B common stock were exchanged for an equal number of shares of Class A common stock. Such shares are not entitled to redemption rights.

Class B Common Stock - The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of September 30, 2024 and December 31, 2023, there were 900,000 shares of Class B common stock issued and outstanding.

Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class B common stock and holders of Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule.

The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Note 8 - Warrants

As of September 30, 2024 and December 31, 2023, the Company has 12,000,000 and 8,700,000 Public Warrants and Private Placement Warrants, respectively, outstanding.

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Stockholders or their affiliates, without taking into account any Founder Shares held by the Initial Stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as set forth below, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor, the underwriters or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, the underwriters or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Redemption of warrants. Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption; and

●

if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Note 9 - Fair Value Measurements

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

September 30, 2024

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account—Money Market Funds	$	5,940,746	$	—	$	—
Liabilities:
Derivative liabilities-public warrants	$	—	$	600,000	$	—
Derivative liabilities-private warrants	$	—	$	435,000	$	—

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

December 31, 2023

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account—U.S. Treasury Securities	$	10,664,690	$	—	$	—
Liabilities:
Derivative liabilities-public warrants	$	—	$	361,200	$	—
Derivative liabilities-private warrants	$	—	$	261,890	$	—

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement on October 1, 2021 because the Public Warrants were separately listed and traded in an active market. The estimated fair value of the Public Warrants transferred from a Level 1 measurement to a Level 2 fair value measurement in September 2022, due to the limited trading activity of the Public Warrants at September 30, 2022 through December 31, 2023. The Private Placement Warrants were transferred from a Level 3 measurement to a Level 2 measurement in September 2022, as the Public and Private Placement Warrants are viewed as economically equivalent. There were no transfers to/from Levels 1, 2, and 3 during the nine months ended September 30, 2024.

Level 1 assets include investments in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields and quoted market prices from dealers or brokers.

Note 10 - Subsequent Events

The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company, did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

On October 7, 2024, the Company deposited $10,382 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 September 7, 2024 to October 7, 2024. On November 15, 2024, the Company deposited $10,382 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 October 7, 2024 to November 7, 2024. The Company will deposit an additional amount of $10,382 or $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account on or before the closing date of the Business Combination to extend the Business Combination Period to December 7, 2024.

On October 14, 2024, the Company held its Special Meeting for the purpose of approving the proposals set forth in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 18, 2024 (the “Proxy Statement”). The only matter presented at the Special Meeting was to adjourn the Special Meeting to Tuesday, October 29, 2024 at 11:00 a.m. The Chairman proposed to adjourn the Special Meeting to Tuesday, October 29, 2024 at 11:00 a.m. and 5,512,500 shares of common stock of the Company were voted in favor of the adjournment, and that such number constituted a majority of the issued and outstanding shares of common stock present in person or represented by proxy and entitled to vote and voted at the Special Meeting. Accordingly, the Special Meeting was adjourned to Tuesday, October 29, 2024 at 11:00 a.m.

In connection with the adjournment of the Special Meeting, the Company also extended the deadline for stockholders of the Company to exercise their redemption rights to Friday, October 25, 2024 at 5:00 p.m. Accordingly, all stockholders have until October 25, 2024 at 5:00 p.m. to redeem their shares and any stockholder who has previously tendered its shares for redemption and now decides that it does not want to redeem its shares may withdraw such redemption request.

On October 23, 2024, the Company entered into a securities purchase agreement (the “SPA”) with Streeterville Capital, LLC (the “Investor”), an entity controlled by John M. Fife, pursuant to which the Company will sell, and the Investor will 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), which is anticipated to close on the date that the Company closes its business combination (the “Business Combination”) with Alpha Modus, Corp. (“Alpha Modus”).

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. 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 (defined below). Pursuant the SPA, Alpha Modus is required to guarantee all of the Company’s obligations under the Note and related transaction documents pursuant to a guaranty agreement (the “Guaranty”), and the Note will also be secured by security agreements (the “Security Agreements”) by and between the Investor and both the Company and Alpha Modus, granting the Investor first priority security interests in all assets of the Company, as well as all assets of Alpha Modus, including all of Alpha Modus’ intellectual property (and including Alpha Modus’ patent portfolio) pursuant to a separate intellectual property security agreement (the “IP Security Agreement”). Additionally, the Company and Alpha Modus (collectively the “Borrowers”), and William Alessi, his entity, Janbella Group, LLC, and the trusts deemed to be beneficially owned by Mr. Alessi (each a “Capital Party” and collectively the “Capital Parties”), are required to execute at closing a subordination and voting agreement (the “Subordination Agreement”) pursuant to which (i) all of the Borrowers’ indebtedness and obligations to each Capital Party will be subordinated to Investor, (ii) all security interests of any Capital Party will be subordinate to Investor’s security interests, (iii) the Borrowers will not make any payments to any Capital Party, (iv) none of the Capital Parties will accelerate any subordinated debt or equity, (v) and no Capital Party will convert or exchange their preferred stock of the Company into Common Stock, until such time as the Investor has been fully paid and all financing agreements between the Investor and the Borrowers are terminated.

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 (“Common Stock”) of the Company as described below. Within 30 days of the Purchase Price Date, the Company will be obligated to file a registration statement on Form S-1 with the Securities and Exchange Commission (the “SEC”) registering a number of shares of Common Stock issuable upon conversion of the Note in an amount no less than two times the number of shares of Common Stock necessary to convert the outstanding balance under the Note in full as of the date the Company files the registration statement. 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.

The Note will be convertible at the election of the Investor into shares of Common Stock at any time following the earlier of the effective date of the registration statement described above or one year following the Purchase Price Date, at a conversion price equal to 90% multiplied by the lowest daily volume-weighted average price during the five trading days preceding conversion, and provided that (i) the Investor may not convert the Note into shares of Common Stock to the extent that such conversion would result in the Investor’s beneficial ownership of Common Stock being in excess of 4.99% (or 9.99% if the Company’s market capitalization is less than $10 million), and provided that (ii) the Note is not convertible into a total cumulative number of shares of Common Stock in excess of the number of shares of Common Stock permitted by Nasdaq Listing Rule 5635 (the “Exchange Cap”). Pursuant to the terms of the Note, the Company will, within 120 days of the Purchase Price Date, seek shareholder approval of the Note and the issuance of shares of Common Stock, issuable upon conversion of the Note and pursuant to the Reinvestment Right, in excess of the Exchange Cap (the “Shareholder Approvals”). If such shareholder approval is not obtained within 120 days, the Company will continue to seek shareholder approval every three months thereafter until shareholder approval is obtained. Pursuant to the Subordination Agreement, each Capital Party is required to vote all of their shares of Company stock in favor of the Shareholder Approvals. Under the SPA, the Company is required to initially reserve 7,500,000 shares of its Common Stock for issuance to the Investor under the Note, and the Company is required to add additional shares to the reserve in increments of 100,000 shares when requested by the Investor if at the time of the request the number of shares being held in reserve is less than three times the number of shares of Common Stock equal to the outstanding balance under the Note divided by the applicable conversion price at that time.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “Insight Acquisition Corp.,” “Insight,” “our,” “us” or “we” refer to Insight Acquisition Corp.. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

Some of the statements contained in this Quarterly Report on Form 10-Q may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties (some of which are beyond our control) or other factors:

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we have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective;

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our ability to select an appropriate target business or businesses;

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our ability to complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”);

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our expectations around the performance of a prospective target business or businesses;

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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination;

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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination;

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our potential ability to obtain additional financing to complete our initial Business Combination;

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our pool of prospective target businesses;

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our ability to consummate an initial Business Combination due to the uncertainty resulting from the recent COVID-19 pandemic;

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the ability of our officers and directors to generate a number of potential Business Combination opportunities;

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our public securities’ potential liquidity and trading;

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the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

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the trust account not being subject to claims of third parties;

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our financial performance following our initial public offering (“IPO”); and

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the other risks and uncertainties discussed herein, in our filings with the SEC and in our final prospectus relating to our IPO, filed with the SEC on September 2, 2021.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Overview

We are a blank check company incorporated in Delaware on April 20, 2021. We were formed for the purpose of effecting a Business Combination that we have not yet identified. Our sponsor is Insight Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

Our registration statement for our IPO was declared effective on September 1, 2021. On September 7, 2021, we consummated an IPO of 24,000,000 Units (and with respect to the Class A common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $240.0 million, and incurring offering costs of approximately $17.5 million, of which approximately $12.0 million and approximately $668,000 was for deferred underwriting commissions and offering costs allocated to derivative warrant liabilities, respectively. Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) of 7,500,000 and 1,200,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), to the Sponsor and Cantor Fitzgerald & Co. and Odeon Group, LLC, respectively, for an aggregate of 8,700,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating proceeds of $8.7 million.

Upon the closing of the IPO and the Private Placement, $241.2 million ($10.05 per Unit) of the net proceeds of the sale of the Units in the IPO and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

Our management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

If the Company is unable to complete a Business Combination by December 7, 2023 (the “Combination Period”), which may be extended by our board of directors in their sole discretion on a monthly basis, by depositing $20,000 per month into the Trust Account, up to and including to June 7, 2024, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of such interest may be used to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The issuance of additional shares in a Business Combination:

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may significantly dilute the equity interest of investors in our IPO, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A common stock on a greater than one-to-one basis upon conversion of the Class B common stock;

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may subordinate the rights of holders of Class A common stock if preference shares are issued with rights senior to those afforded our Class A common stock;

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could cause a change in control if a substantial number of our Class A common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

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may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

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may adversely affect prevailing market prices for our Class A common stock.

Similarly, if we issue debt or otherwise incur significant debt, it could result in:

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default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;

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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

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our inability to pay dividends on our Class A common stock;

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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

Initial Proposed Business Combination

On April 3, 2023, the Company, Avila Amalco Sub Inc., an Alberta corporation (“Amalco Sub”) and Avila Energy Corporation, an Alberta corporation (“Avila”), entered into a business combination agreement (the “Avila BCA”) pursuant to which the Company will acquire Avila for consideration of shares of the Company following its redomicile into the Province of Alberta. The terms of the Avila BCA, which contained customary representations and warranties, covenants, closing conditions and other terms relating to the mergers and the other transactions contemplated thereby, are summarized below. The Company’s entry into the Avila BCA was previously disclosed in the Company’s Current Report on Form 8-K, which was filed on April 4, 2023, and is incorporated herein by reference.

On August 10, 2023, the Company and Avila entered into a Letter Agreement providing for the mutual termination of the Avila BCA. The Letter Agreement provides for the mutual release of claims against the other party and also provides that Avila will pay to SPAC $300,000 in partial reimbursement of expenses incurred by SPAC in connection with the Avila BCA (the “Avila Payment”). The Avila Payment is due and payable as follows: 1) up to $300,000 immediately upon Avila’s receipt of net proceeds from any financing, public or private, in excess of U.S. $3,000,000, -or- (2) (i) $50,000 by December 1, 2023, (ii) $100,000 by February 1, 2024 and (iii) $150,000 by April 1, 2024. The termination of the Avila BCA was previously disclosed in the Company’s Current Report on Form 8-K, which was filed on August 11, 2023, and is incorporated herein by reference.

As previously disclosed, on March 29, 2023, the Company entered into a forward share purchase agreement (the “Forward Share Purchase Agreement”) with Avila, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (collectively, “Seller”) for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). The Forward Share Purchase Agreement was terminated as a result of the termination of the Avila BCA on August 10, 2023, as described above.

On August 30, 2023, the Company, Sponsor and Polar Multi-Strategy Master Fund (“Polar”), an investor, entered into an agreement (the Subscription Agreement”) in which Polar has agreed to fund the Sponsor up to $1,000,000, pursuant to written draw down requests (a “Capital Call”), and the Sponsor will in turn loan such funds to the Company, to cover the Company’s working capital expenses (each a “Sponsor Loan”). In September 2023, Polar funded Sponsor $150,000 under the Subscription Agreement and the Sponsor loaned the Company $150,000 from Polar. All subsequent Capital Calls are subject to the mutual consent of the Company, Sponsor and Polar. All Capital Calls funded by Polar shall not accrue interest and are repayable by the Sponsor at the closing of the Company’s initial business combination. At the option of Polar, all Capital Calls funded by Polar may be repaid by the Company through the issuance of 1 share of Class A Common Stock for each $10 of the outstanding Capital Calls funded by Polar. Sponsor is also responsible to reimburse Polar for its reasonable attorney’s fees incurred in connection with the Subscription Agreement up to $5,000. In the event, a business combination does not occur and the Company’s liquidates, then all Capital Calls funded by Polar out of cash held in the Sponsor’s bank accounts and/or the Company’s bank accounts, excluding the Company’s Trust Account. The Sponsor Loans shall not accrue interest and shall be repaid by the Company at the closing of the business combination.

In consideration of the funds received, the Company will issue, at the closing of its business combination, to Polar one (1) shares of the company’s Class A Common Stock for each dollar Polar funds through the Capital Calls (“Subscription Shares”). The Subscription Shares shall not be subject to any transfer restrictions or any other lock-up provisions, earn outs, or other contingencies. The Subscription Shares (i) to the extent feasible and in compliance with all applicable laws and regulations shall be registered as part of any registration statement issuing shares before or in connect ion with the Business Combination Closing or (ii) if no such registration statement is filed in connection with the Business Combination Closing, shall promptly be registered pursuant to the first registration statement filed by the Company or the surviving entity following the Business Combination Closing, which shall be filed no later than 30 days after the Business Combination Closing and declared effective no later than 90 days after the Business Combination Closing. The Sponsor shall not sell, transfer, or otherwise dispose of any securities owned by the Sponsor until the Subscription Shares have been transferred to the Investor and the registration statement has been made effective.

In the event the Sponsor of the Company default in their obligations under the Subscription Agreement (a “Default”), then the Sponsor shall be required to transfer to Polar 0.1 share of Class A Common Stock or Class B Common Stock for each $1 that Polar has funded under the Capital Calls as of the date of such Default and shall be required repeat such issuance for each month the such Default continues.

The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual Subscription Agreement, a copy of which is attached to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 as Exhibit 10.10, which was filed on October 25, 2023, and incorporated herein by reference.

Recent Developments

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 “Alpha Modus 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 (the “Board”) has unanimously approved and declared advisable the Alpha Modus BCA, the Merger and the other transactions contemplated thereby (the “Proposed Transactions”). A copy of the Alpha Modus BCA is filed as Exhibit 2.1 in the current report on Form 8-K dated October 17, 2023. In connection with entering into the Alpha Modus BCA, in October 2023, the Company formed IAC Merger Sub Inc, a Florida corporation.

During the preparation of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, the Board learned that between March 2, 2023 and December 5, 2023, the Company withdrew an aggregate amount of $2,497,248.57 from the Trust Account pursuant to seven separate written withdrawal requests to Continental Stock Transfer and Trust (“Continental”), the trustee for the Trust Account for the payment of taxes. Jeff Gary, consistent with his position as the Company’s Chief Financial Officer, signed and delivered each of the seven separate written withdrawal requests to Continental. Between March 10, 2023 and December 11, 2023 the Company paid an aggregate amount of $1,447,889.17 of which $1,130,000, in four payments, was paid for estimated income tax payments for 2022 and 2023 and $317,889.17, in three payments, was paid for Delaware franchise taxes. Mr. Gary, acting in his capacity as CFO, made each of the seven payments for estimated taxes and Delaware franchise taxes. The Board learned further that between March 2, 2023 and December 31, 2023, Mr. Gary used the remaining $1,049,359.40, that was withdrawn from the Trust Account for tax purposes to pay other business expenses of the Company. Each of the transactions described above was recorded on the books of the Company and no money was used for anything other than tax payments or appropriate Company business related expenses. The $1,049,359.40 that was withdrawn from the Trust Account for tax purposes to pay business expenses of the Company was fully paid back to the Trust Account by the Sponsor on March 15, 2024 and on March 26, 2024, and the Sponsor wired an additional $36,285.07 in to the Trust Account to reimburse the Trust Account for interest that would have accrued on the funds that were erroneously withdrawn from the Trust Account. As a result, there has been no financial loss to shareholders or the Trust Account. The Sponsor’s reimbursement of the Trust Account in the amount of $1,085,644.32 is memorialized in a Capital Contribution Agreement, dated May 9, 2024 between the Company and Insight Acquisition Sponsor, LLC, which is attached hereto as Exhibit 10.20.

On July 20, 2023 Mr. Gary effected the transfer of $480,000 from the Company’s operating account to the Sponsor and on August 7, 2023, Mr. Gary effected the transfer of an additional $411,000 from the Company’s operating account to the Sponsor. The Board learned on or about November 14, 2023, that Mr. Gary had transferred funds from the Company’s operating account to the Sponsor. Mr. Gary informed the Board that the money was being used by the Sponsor to pay Company expenses. The Board directed Mr. Gary to have the Sponsor return all such funds to the Company. The Sponsor transferred $891,000 to the Company between October 10, 2023 and November 2, 2023.

As a result of the above conduct by Mr. Gary, the Board adopted resolutions taking the following actions:

On April 21, 2024, Mr. Gary was removed as the Company’s Chief Executive Officer and Chief Financial Officer of the Company.

On April 21, 2024, Mr. Gary was appointed as an Assistant Finance Manager of the Company and shall report to the new Chief Financial Officer of the Company.

On April 21, 2024, Michael Singer, the Executive Chairman of the Company, was appointed to the position of Chief Executive Officer of the Company.

On April 21, 2024, Mr. Gary resigned as a director of the Company and the Board has accepted Mr. Gary’s resignation.

Mr. Gary shall be removed from all Company bank accounts, including the Trust Account and Mr. Gary’s authority to withdraw funds from the Company bank accounts, including the Trust Account has been terminated.

On April 21, 2024, the Board engaged Glenn Worman as the Company’s Chief Financial Officer, and that Mr. Worman will approve and sign the Company’s 2023 Annual Report on Form 10-K.

Mr. Worman’s background is as follows:

Glenn Worman, 65 years old, 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, Duetsche 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.

Mr. Gary agreed to reimburse the Company for all fees and expenses incurred by the Company in connection with the Company’s engagement of Mr. Worman as the new Chief Financial Officer of the Company.

Going forward all withdrawals from the Trust Account, payments of taxes and all fund transfers between the Company and the Sponsor will require the approval of both the Chief Executive Officer and Chief Financial Officer.

All deferred compensation owed to Mr. Gary by the Company to date, in the aggregate amount of $132,500 shall be forfeited by Mr. Gary, and that henceforth Mr. Gary shall cease to accrue $7,500 per month in service fees.

10.

Mr. Gary shall not be the Company’s designee to be a member of the board of directors of the post-transaction company in the Company’s planned business combination with Alpha Modus Corp.

The removal of Mr. Gary as Chief Executive Officer and Chief Financial Officer, the appointment of Mr. Gary as an Assistant Finance Manager of the Company, Mr. Gary’s resignation as a director of the Company, the appointment of Michael Singer as the Chief Executive Officer of the Company and the appointment of Glenn Worman as the Chief Financial Officer of the Company was previously disclosed by the Company in a Current Report on Form 8-K filed with the SEC on April 24, 2024 and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

On May 9, 2024, the Company and the Sponsor entered into a capital contribution agreement, which memorialized that the $1,085,644.32 deposited by the Sponsor in the Company’s trust account in March 2024, were to be considered a capital contribution to the Company. A copy of the Capital Contribution Agreement, effective as of May 9, 2024, between the Company and the Sponsor is attached hereto as Exhibit 10.12.

On May 15, 2024, the Company, Sponsor and Polar entered into Amendment No. 1 to the Subscription Agreement (the “Polar Amendment”) pursuant to which Polar’s aggregate advance under the Subscription Agreement was reduced from $1,000,000 to $975,000 and in the event the Company consummates the business combination with Alpha Modus Corp., then the Company will not be obligated to issue to Polar one (1) share of the Company’s Class A Common Stock for each dollar Polar advances to the Company under at Subscription Agreement at the closing of the business combination. However, if the Company consummates a business combination with an entity other than Alpha Modus, Corp., then the Company is obligated to issue to Polar one (1) share of the Company’s Class A Common Stock for each dollar Polar advances to the Company under at Subscription Agreement at the closing of the business combination with an entity other than Alpha Modus, Corp. (the “Subscription Shares”). The Subscription Shares shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies. The Subscription Shares (i) to the extent feasible and in compliance with all applicable laws and regulations shall be registered as part of any registration statement issuing shares before or in connection with the closing of the business combination or (ii) if no such registration statement is filed in connection with the closing of the business combination, shall promptly be registered pursuant to the first registration statement filed by the Company or the surviving entity following the closing of the business combination, which shall be filed no later than 30 days after the closing of the business combination and declared effective no later than 90 days after the closing of the business combination. Sponsor shall not sell, transfer or otherwise dispose of any securities owned by the Sponsor until the Subscription Shares have been transferred to the Investor and the registration statement has been made effective.

The foregoing description of the Polar Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual Polar Amendment, a copy of which is attached hereto as Exhibit 10.13.

On June 20, 2024, IAC entered into a Settlement Agreement (the “Odeon Settlement Agreement”) with Odeon Capital Group LLC (“Odeon”) providing that (i) Odeon will be issued 90,000 shares of IAC common stock at the closing of the Business Combination, and (ii) Odeon will waive the right to any further underwriting commission or other payment by IAC under the Underwriting Agreement. IAC also entered into a Fee Modification Agreement (the “Cantor Fee Modification Agreement”) with Cantor Fitzgerald & Co. (“Cantor”) on June 20, 2024, providing that (i) Cantor will be issued 210,000 shares of IAC common stock at the closing of the Business Combination, (ii) Cantor will waive the right to any further underwriting commission or other payment by IAC under the Underwriting Agreement, (iii) IAC will use its best efforts to file a registration statement with the SEC registering Cantor’s shares within 45 days of closing and cause such registration statement to be declared effective by the SEC no later than 180 days after closing, (iv) IAC will generally be liable to Cantor for liquidated damages of $4,000,000 if IAC has not complied with its resale registration obligations such that Cantor is unable to freely trade its shares within 9 months of closing.

The foregoing description of Odeon Settlement Agreement, and Cantor Fee Modification Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of each of the actual agreements, copies of which are attached hereto as Exhibit 1.2 and Exhibit 1.3, respectively, and incorporated by reference.

On June 21, 2024, IAC, 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 Polar’s indebtedness (up to a maximum of $1,000,000) and Janbella Group, LLC’s (“Janbella”) indebtedness (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 (the “Singer Shares”); 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 does not purport to be complete and are qualified in its entirety by the terms and conditions of the actual BCA Amendment, a copy of which are attached hereto as Exhibit 2.3, and incorporated by reference.

On that June 21, 2024, IAC, the Sponsor, Mr. Singer and Alpha Modus entered into a Fee Waiver Agreement (the “Singer Fee Waiver Agreement”) providing that Mr. Singer would be issued the Singer Shares at closing of the Business Combination, and the Sponsor and Mr. Singer waived, effective upon the issuance of the Singer Shares at closing of the Business Combination, the right to any amounts owed to them for services provided to IAC pursuant to (i) the September 1, 2021, Sponsor payment agreement pursuant to which IAC 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 IAC’s Management Team until the earlier of IAC’s consummation of a business combination and IAC’s liquidation, and (ii) IAC’s prior agreement to pay members of IAC’s Management Team, including Mr. Singer, up to $15,000 per month, through the earlier of IAC’s consummation of a business combination and IAC’s liquidation, for services rendered by them to IAC.

The foregoing description of the Singer Fee Waiver Agreement does not purport to be complete and are qualified in its entirety by the terms and conditions of the actual Singer Fee Waiver Agreement, a copy of which are attached hereto as Exhibit 10.14, and incorporated by reference.

Liquidity and Going Concern

As of September 30, 2024, we had $11,810 in our operating bank account for operating expenses and working capital deficit of $5,274,211.

Our liquidity needs prior to the consummation of the IPO were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for issuance of the Founder Shares, and the loan from the Sponsor of approximately $163,000 under the Note. We repaid $157,000 of the Note balance on September 7, 2021 and repaid the remaining balance of approximately $6,000 in full on September 13, 2021, at which time the Note was terminated. Subsequent to the consummation of the IPO, our liquidity has been satisfied through the net proceeds from the consummation of the IPO and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). As of September 30, 2024 and December 31, 2023, there were no amounts outstanding under any Working Capital Loans.

On July 25, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of $35,000 (the “Note”) to a related party, the Note being entered into in consideration of two transfers made by Jeffrey J. Gary to the Maker on April 18, 2024 for $25,000 and on May 22, 2024 for $10,000. The Note does not bear interest and matures upon the closing of an initial business combination by the Company. The principal balance may be prepaid at any time. The principal balance shall be payable by the Company either: (i) in cash, or (ii) at the Payee’s election in writing, by issuance of Maker’s private placement warrants (the “Private Warrants”), at a price of $1.00 per Private Warrant. Each Private Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. As of September 30, 2024, there was $35,000 outstanding amount under this Note included on the unaudited condensed consolidated balance sheets.

In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company had until December 7, 2024 (extended monthly through extension payments), to consummate a Business Combination (the “Combination Period”). It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. We have determined that the insufficient liquidity as well as the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. We intend to complete a Business Combination by close of business on December 7, 2024. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 7, 2024.

Risks and Uncertainties

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed consolidated financial statements.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

As a result, the Company booked a liability of $2,402,516 for the excise tax based on 1% of shares redeemed during the reporting period. For interim periods, an entity is not required to estimate future stock repurchases and stock issuances to measure its excise tax obligation. Rather, an entity can generally record the obligation on an as-incurred basis. In other words, the excise tax obligation recognized at the end of a quarterly financial reporting period is calculated as if the end of the quarterly period was the end of the annual period for which the excise tax obligation is payable.

Pursuant to the AM BCA, (i) in the event the business combination contemplated by the AM BCA occurs, then the surviving company shall pay the Company’s excise tax liability; (ii) if Alpha Modus does not obtain its shareholders approval of the business combination, or Alpha Modus breaches the AM BCA, then Alpha Modus will be responsible to pay the Company’s excise tax liability; and (iii) if an Alpha Modus material adverse effect occurs and the business combination does not close, or if Alpha Modus fails to close the business combination for any reason other than a material breach by the Company, then Alpha Modus will be responsible to pay the Company’s excise tax liability. In all other circumstances the Company will be responsible to pay the Company’s excise tax liability, except if the Company liquidates prior to December 31, 2023, in which event there will be no excise tax liability. The Company will not use any of the funds held in the Trust Account and any additional amounts deposited into the Trust Account, as well as any interest earned thereon, to pay for the Company’s excise tax liability. In addition, because the excise tax would be payable by the Company and not by the redeeming holders, the mechanics of any required payment of the excise tax by the Company have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

During the second quarter of 2024, the Internal Revenue Service (the “IRS”) issued final regulations with respect to the timing and payment of the excise tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024.

The Company is currently evaluating its options with respect to payment of this obligation. If the Company is unable to pay its obligation in full, it will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.

Results of Operations

Our entire activity since inception up to September 30, 2024 was in preparation for our formation, the IPO and search for a business combination target. We will not generate any operating revenues until the closing and completion of our initial Business Combination.

For the three months ended September 30, 2024, we had net loss of approximately $236,000, which consisted of approximately $228,000 of loss on change in the fair value of derivative liabilities, approximately $105,000 in general and administrative costs, approximately $21,000 franchise tax expenses and approximately $12,000 income tax expense, partially offset by approximately $53,000 in general and administrative costs – related party, net of forfeited costs, and approximately $77,000 of gain on investments held in Trust Account.

For the nine months ended September 30, 2024, we had net loss of approximately $2.7 million, which consisted of approximately $412,000 of loss on change in the fair value of derivative liabilities, approximately $960,000 in general and administrative costs, approximately $77,000 franchise tax expenses, approximately $456,000 interest expense – debt discount, $1,109,000 stock compensation expense, and approximately $59,000 income tax expense, partially offset by net of forfeited costs and approximately $357,000 of gain on investments held in Trust Account and approximately $58,000 in general and administrative costs – related party.

For the three months ended September 30, 2023, we had net loss of approximately $228,000, which consisted approximately $575,000 in general and administrative costs, approximately $75,000 in general and administrative costs – related party, approximately $50,000 franchise tax expenses and approximately $52,000 of income tax expense, partially offset by approximately $384,000 investments held in Trust Account, approximately $8,000 of gain on change in the fair value of forward purchase agreement liability and approximately $7,000 of gain on change in the fair value of derivative liabilities.

For the nine months ended September 30, 2023, we had net income of approximately $284,000, which consisted of approximately $2.9 million of gain on investments held in Trust Account, approximately $273,000 in other income, and approximately $86,000 of gain on change in the fair value of the forward purchase agreement liability, partially offset by approximately $589,000 of loss on change in the fair value of derivative liabilities, approximately $1.7 million in general and administrative costs, approximately $225,000 in general and administrative costs – related party, approximately $150,000 franchise tax expenses and approximately $637,000 income tax expense.

Contractual Obligations

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), are entitled to registration rights pursuant to a registration and stockholder rights agreement signed prior to the consummation of the IPO. These holders are entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.8 million in the aggregate, paid upon the closing of the IPO. An additional fee of $0.50 per unit, or $12.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On April 3, 2023, the Company received a waiver from one of the underwriters of its Initial Public Offering pursuant to which such underwriter waived all rights to $5.4 million of its $8.4 million deferred underwriting commissions payable upon completion of an initial Business Combination. In connection with this waiver, the underwriter also agreed that the remainder of the deferred underwriting fee of $3.0 million will be payable upon the consummation of the business combination. As of September 30, 2024 and December 31, 2023, $6,600,000 were outstanding under deferred underwriting fee payable.

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”).

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”).

Services Agreement

On September 1, 2021, we entered into an agreement with the Sponsor, pursuant to which we 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 our management team until the earlier of the consummation of a Business Combination and the Company’s liquidation. On June 21, 2024, the Company entered into a fee waiver agreement with the Sponsor and a member of the management team whereas 125,000 shares of the post Business Combination entity shall be issued in full satisfaction of all compensation through March 31, 2024 and in the future. For the three and nine months ended September 30, 2024, we incurred approximately $30,000 and $90,000, respectively, under the services agreement of which $60,000 was offset due to the fee waiver agreement in the statements of operations. For the three and nine months ended September 30, 2023, we incurred approximately $30,000 and $90,000, respectively, under the services agreement in the condensed statements of operations. As of September 30, 2024 and December 31, 2023, $190,000 and $160,000, respectively, was included in accrued expenses—related party on the unaudited condensed consolidated balance sheets.

The Board has also approved payments of up to $15,000 per month, through the earlier of the consummation of our initial Business Combination or our liquidation, to members of our management team for services rendered to us. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates. On April 21, 2024, all deferred compensation owed to Mr. Gary by the Company to date, in the aggregate amount of $132,500, shall be forfeited, and henceforth shall cease to accrue $7,500 per month in service fees currently recorded in due to related party on the balance sheets. On June 21, 2024, the Company entered into a fee waiver agreement with the Sponsor and a member of the management team whereas 125,000 shares of the post Business Combination entity shall be issued in full satisfaction of all compensation through March 31, 2024 and in the future. For the three and nine months ended September 30, 2024, we incurred approximately $22,500 and $90,000, respectively, under the services agreement of which $133,000 was offset due to the forfeiture of Mr. Gary’s deferred compensation and $45,000 was offset due to the fee waiver agreement. For the three and nine months ended September 30, 2023, we incurred approximately $45,000 and $135,000, respectively, under the services agreement in the condensed statements of operations. As of September 30, 2024 and December 31, 2023, $137,000 and $225,000, respectively, was included in due to related party on the unaudited condensed consolidated balance sheets.

Critical Accounting Estimates

The preparation of these unaudited condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our unaudited condensed financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, actual results may differ from these estimates under different assumptions or conditions.

Recent Accounting Pronouncements

Off-Balance Sheet Arrangements

As of September 30, 2024 and December 31, 2023, we did not have any off-balance sheet arrangements as defined in Item 303 of Regulation S-K.

JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the unaudited condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the executive compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period ended September 30, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective as of September 30, 2024 due to the Company’s inability to timely file the Annual Report on Form 10-K for the years ended December 31, 2022 and 2023, and the subsequent June 30, 2023 and September 30, 2023 Form 10-Qs, as well as the over withdrawal of the trust funds, incorrect transfer of funds to the Sponsor account, as noted below, and restatement of prior periods, which resulted in material weaknesses.

Between March 2, 2023 and December 5, 2023, the Company withdrew an aggregate amount of $2,497,248 from the Trust Account pursuant to seven separate written withdrawal requests to Continental Stock Transfer and Trust (“Continental”), the trustee for the Trust Account for the payment of taxes. While the Company paid an aggregate amount of $1,447,889 for tax payments, the remaining amount of $1,049,359, that was withdrawn from the Trust Account for tax purposes, was used to pay other business expenses of the Company. On March 15, 2024, the Sponsor deposited $1,049,359 into the Trust Account, and on March 26, 2024, the Sponsor deposited an additional amount $36,285 in to the Trust Account to reimburse the Trust Account for interest that would have earned on the $1,049,359 that was erroneously withdrawn from the Trust Account. This resulted in a material weakness. Subsequent to the period ended, the funds were returned by the Sponsor to the Company’s Trust Account.

Additionally, during the year ended December 31, 2023, funds were transferred from the Trust account to the Company’s operating bank account and then to the Sponsor, which is not in accordance with the trust agreement. During the year ended December 31, 2023 we did not have controls in place to prevent or detect such transfer of funds. This resulted in a material weakness. Subsequent to the period ended, the funds were returned by the Sponsor to the Company’s operating bank account.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our unaudited condensed consolidated financial statements for external reporting purposes in accordance with U.S. GAAP.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our unaudited condensed consolidated financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of September 30, 2024. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). Based on our assessments and those criteria, management determined that our internal controls over financial reporting were not effective as of September 30, 2024 due to the deficiencies noted above.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management intends to remediate the identified material weakness by implementing a more timely reporting schedule and incorporating additional reviews of the financial statement support for future quarters.

Subsequent Event

The foregoing description of the SPA, as well as the Guaranty, Security Agreements, IP Security Agreement, Subordination Agreement, and Note, do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, a copy of which (in the case of the SPA), or the form of which (in the case of the Guaranty, Security Agreements, IP Security Agreement, Subordination Agreement and Note) are filed as Exhibit 10.1 (and included as exhibits to it), to Current Report on Form 8-K filed on October 23, 2024.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K filed with the SEC on May 14, 2024. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. Except as set forth below, as of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on May 14, 2024, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Item 6. Exhibits.

The following exhibits are filed or furnished as a part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit Number		Description
1.2(9)		Settlement Agreement, dated June 20, 2024, by and among Odeon Capital Group LLC and Insight Acquisition Corp.
1.3(9)		Fee Modification Agreement, dated June 20, 2024, among Cantor Fitzgerald & Co., Insight Acquisition Corp., and Alpha Modus, Corp.
2.1(1)		Business Combination Agreement, dated as of April 3, 2023, by and among Insight Acquisition Corp., Avila Amalco Sub Inc. and Avila Energy Corporation
2.2(4)		Business Combination Agreement, dated as of October 13, 2023, by and among Insight Acquisition Corp., IAC Merger Sub Inc. and Alpha Modus, Corp.
2.3*		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.
3.1(2)		Amended and Restated Certificate of Incorporation of Insight Acquisition Corp.
3.2(5)		Third Amendment to Amended and Restated Certificate of Incorporation of Insight Acquisition Corp.
3.3(3)		Bylaws of Insight Acquisition Corp.
10.1(1)		Amended and Restated Sponsor Support Agreement, dated as of April 3, 2023, by and among Insight Acquisition Corp., Avila Energy Corporation and founding stockholders of Insight Acquisition Corp.
10.2(1)		Form of Company Support & Lock-Up Agreement, dated as of April 3, 2023, by and among Avila Energy Corporation, Insight Acquisition Corp. and certain stockholders of Avila Energy Corporation
10.3(1)		Amended and Restated Registration Rights Agreement, dated as of April 3, 2023, by and among Insight Acquisition Corp., Avila Energy Corporation and IPO underwriters of Insight Acquisition Corp.
10.4(1)		Forward Share Purchase Agreement dated as of March 29 2023, by and among Insight Acquisition Corp., Avila Energy Corporation, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP
10.5(4)		Stockholder Support Agreement, dated as of October 13, 2023, by and among Insight Acquisition Corp., Alpha Modus, Corp. and Insight Acquisition Sponsor LLC
10.6(4)		Stockholder Support Agreement, dated as of October 13, 2023, by and among Insight Acquisition Corp., Alpha Modus, Corp. and The Alessi 2020 Irrevocable Trust
10.7(4)		Lock-Up Agreement, dated as of October 13, 2023, by and among Alpha Modus, Corp., Insight Acquisition Corp. and Insight Acquisition Sponsor LLC
10.8(4)		Confidentiality and Lock-Up Agreement, dated as of October 13, 2023, by and among Alpha Modus, Corp., Insight Acquisition Corp., and the Stockholder Parties
10.9(4)		Amended and Restated Registration Rights Agreement, dated as of October 13, 2023, by and among Insight Acquisition Corp., Alpha Modus, Corp., Insight Acquisition Sponsor LLC and IPO underwriters of Insight Acquisition Corp.
10.10(6)		Subscription Agreement, dated August 30, 2023, by and between Insight Acquisition Corp., Insight Acquisition Sponsor, LLC and Polar Multi-Strategy Master Fund.
10.11(7)		Letter Agreement dated August 10, 2023
10.12(8)		Capital Contribution Agreement, effective as of May 9, 2024, between the Insight Acquisition Corp. and Insight Acquisition Sponsor, LLC
10.13(8)		Amendment No. 1 to Subscription Agreement, dated as of May 15, 2024, by and between Insight Acquisition Corp., Insight Acquisition Sponsor, LLC and Polar Multi-Strategy Master Fund.
10.14(9)		Fee Waiver Agreement, dated June 21, 2024, among Insight Acquisition Corp., Insight Acquisition Sponsor LLC and Michael Singer
10.15*		Promissory Note, dated July 25, 2024 issued to Jeffrey J. Gary by Insight Acquisition Corp.
10.16(10)		Securities Purchase Agreement, dated October 23, 2024, by and between Insight Acquisition Corp. and Streeterville Capital, LLC.
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document, which is contained in Exhibit 101).

*	Filed herewith.

**	Furnished herewith.

(1)

Incorporated by reference to the Current Report on Form 8-K of Insight Acquisition Corp. filed with the Securities and Exchange Commission on April 4, 2023 (Commission File No. 001-40775).

(2)

Incorporated by reference to the Current Report on Form 8-K of Insight Acquisition Corp. filed with the Securities and Exchange Commission on September 7, 2021 (Commission File No. 001-40775).

(3)

Incorporated by reference to the Form S-1 of Insight Acquisition Corp. filed with the Securities and Exchange Commission on August 11, 2021 (Registration Number 333-258727).

(4)

Incorporated by reference to the Current Report on Form 8-K of Insight Acquisition Corp. filed with the Securities and Exchange Commission on October 17, 2023 (Commission File No. 001-40775).

(5)

Incorporated by reference to the Current Report on Form 8-K of Insight Acquisition Corp. filed with the Securities and Exchange Commission on June 7, 2024 (Commission File No. 001-40775).

(6)

Incorporated by reference to the Quarterly Report on Form 10-Q of Insight Acquisition Corp. filed with the Securities and Exchange Commission on October 25, 2023 (Commission File No. 001-40775).

(7)

Incorporated by reference to the Current Report on Form 8-K of Insight Acquisition Corp. filed with the Securities and Exchange Commission on August 11, 2023 (Commission File No. 001-40775).

(8)

Incorporated by reference to the Quarterly Report on Form 10-Q of Insight Acquisition Corp. filed with the Securities and Exchange Commission on June 6, 2024 (Commission File No. 001-40775).

	(9)	Incorporated by reference to the Current Report on Form 8-K of Insight Acquisition Corp. filed with the Securities and Exchange Commission on June 24, 2024 (Commission File No. 001-40775).

	(10)	Incorporated by reference to the Current Report on Form 8-K of Insight Acquisition Corp. filed with the Securities and Exchange Commission on October 23, 2024 (Commission File No. 001-40775).

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: November 18, 2024	INSIGHT ACQUISITION CORP.

	By:	/s/ Michael Singer
	Name:	Michael Singer
	Title:	Executive Chairman and Chief Executive Officer (Principal executive officer)

Dated: November 18, 2024	INSIGHT ACQUISITION CORP.

	By:	/s/ Glenn Worman
	Name:	Glenn Worman
	Title:	Chief Financial Officer (Principal financial and accounting officer)

Exhibit 2.3

Execution Copy

FIRST AMENDMENT TO
BUSINESS COMBINATION AGREEMENT

This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is entered into as of June 12, 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 10.15

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: $35,000

Issuance Date July 25, 2024

Insight Acquisition Corp. or its registered assigns or successors in interest (the “Maker”), promises to pay to the order of Jeffrey J. Gary (the “Payee”), the principal sum as set forth above (the “Principal Amount”) in lawful money of the United States of America, on the terms and conditions described below. The Maker and Payee shall collectively be referred to as the “Parties.” All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note. This Note is being entered into in consideration of two transfers made by Jeffrey J. Gary to the Maker on April 18, 2024 for $25,000 and on May 22, 2024 for $10,000.

1. Principal. The principal balance of this Note shall be due and payable by the Maker on the date on which Maker consummates a business combination with a target business. The principal balance may be prepaid at any time. The principal balance shall be payable by the Maker either: (i) in cash, or (ii) at the Payee’s election in writing, by issuance of Maker’s private placement warrants (the “Private Warrants”), at a price of $1.00 per Private Warrant. Each Private Warrant is entitles the holder to purchase one share of Class A common stock at $11.50 per share. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be personally obligated for any obligations or liabilities of the Maker hereunder.

2. Interest. No interest shall accrue on the unpaid principal balance of this Note.

3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

4. Forgiveness. The Note will be forgiven by the Payee if the Maker is unable to consummate the initial business combination, except to the extent of any funds held outside of the trust account (the “Trust Account”) maintained with Continental Stock Transfer & Trust Company (“CST”) pursuant to an investment management trust agreement, dated as of September 1, 2021, by between the Maker and CST.

5. Events of Default. The following shall constitute an event of default (“Event of Default”):

(a) Failure to Make Required Payments. Failure by Maker to pay the Principal Amount due pursuant to this Note within five (5) business days from the Maker closing on a business combination.

(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

6. Remedies.

(a) Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid Principal Amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

(b) Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

7. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

8. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

9. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. The Parties irrevocably submits to the exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Note. The Parties irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.

11. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

12. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the Trust Account of the Maker in which the proceeds of the initial public offering (the “IPO”) (including the deferred underwriters discounts) are deposited, as described in greater detail in the Maker’s Registration Statement on Form S-1 initially filed with the Securities and Exchange Commission on August 11, 2021 (Registration Number 333-258727) and prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.

13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

14. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

[Signature page follows]

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

INSIGHT ACQUISITION CORP.

By:	/s/ Glenn Worman
	Name:	Glenn Worman
	Title:	CFO

Exhibit 31.1

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Singer, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 of Insight Acquisition Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: November 18, 2024	By:	/s/ Michael Singer
		Michael Singer
		Executive Chairman and Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Glenn Worman, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 of Insight Acquisition Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

[Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313];

5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: November 18, 2024	By:	/s/ Glenn Worman
		Glenn Worman
		Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Insight Acquisition Corp. (the“Company”) on Form 10-Q for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Singer, Executive Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 18, 2024	/s/ Michael Singer
	Name:	Michael Singer
	Title:	Executive Chairman and Chief Executive Officer (Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Insight Acquisition Corp. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Glenn Worman, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 18, 2024	/s/ Glenn Worman
	Name:	Glenn Worman
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 15, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Information [Line Items]
Entity Registrant Name	Insight Acquisition Corp. /DE
Entity Central Index Key	0001862463
Entity File Number	001-40775
Entity Tax Identification Number	86-3386030
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	333 East 91st Street
Entity Address, City or Town	NY
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10128
Entity Phone Fax Numbers [Line Items]
City Area Code	(609)
Local Phone Number	751-3193
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Trading Symbol	INAQU
Security Exchange Name	NASDAQ
Class A Common Stock, $0.0001 par value
Entity Listings [Line Items]
Title of 12(b) Security	Class A Common Stock, $0.0001 par value
Trading Symbol	INAQ
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	INAQW
Security Exchange Name	NASDAQ
Class A Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		5,619,080
Class B Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		900,000

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 11,810
Restricted cash		314,482
Prepaid expenses	83,642	105,568
Due from sponsor	140,139	1,074,015
Due from related party	145,028	195,000
Total current assets	380,619	1,689,065
Investments held in the Trust Account	5,940,746	10,664,690
Total Assets	6,321,365	12,353,755
Current liabilities:
Accounts payable	459,201	89,311
Accrued expenses	883,998	968,309
Due to investor, net of debt discount	975,000	320,755
Due to Shareholders		628,758
Loan payable	108,466
Income tax payable	48,649	100,036
Excise tax payable	2,402,516	2,348,302
Total current liabilities	5,654,830	5,260,471
Deferred tax liability	5,161	9,935
Deferred underwriting commissions in connection with the Initial Public Offering	6,600,000	6,600,000
Derivative liabilities	1,035,000	623,090
Total Liabilities	13,329,991	12,493,496
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 519,080 and 1,000,945 redeemable shares at approximately $11.27 and $10.84 per share redemption value at September 30, 2024 and December 31, 2023, respectively	5,850,330	10,847,403
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at September 30, 2024 and December 31, 2023
Additional paid-in capital	1,349,771	509,211
Accumulated deficit	(14,209,327)	(11,496,955)
Total stockholders’ deficit	(12,858,956)	(10,987,144)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	6,321,365	12,353,755
Related Party
Current liabilities:
Due to related party	777,000	805,000
Convertible note – related party	35,000
Class A Common Stock
Stockholders’ Deficit:
Common stock value	510	510
Class B Common Stock
Stockholders’ Deficit:
Common stock value	$ 90	$ 90

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock Subject to Possible Redemption
Subject to possible redemption par value (in Dollars per share)	$ 0.0001	$ 0.0001
Subject to possible redeemable shares outstanding	519,080	1,000,945
Subject to possible redemption per share (in Dollars per share)	$ 11.27	$ 10.84
Class A Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares outstanding	900,000	900,000
Common stock, shares issued	900,000	900,000
Non-redeemable \| Class A Common Stock
Common stock, shares outstanding	5,100,000	5,100,000
Common stock, shares issued	5,100,000	5,100,000

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
General and administrative expenses - related party	$ 52,630	$ 525,375	$ 902,076	$ 1,597,947
Franchise tax expenses	20,500	50,000	76,700	150,000
Loss from operations	(73,130)	(575,375)	(978,776)	(1,747,947)
Other (expense) income:
Change in fair value of derivative liabilities	(227,700)	7,245	(411,910)	(588,915)
Change in fair value of Forward Purchase Agreement Liability		8,035		86,369
Stock Compensation Expense			(1,109,250)
Interest expense – debt discount			(456,449)
Gain on investments held in Trust Account	76,525	384,239	357,115	2,898,987
Gain on forgiveness of deferred underwriting fee payable				273,110
Total other (expense) income	(151,175)	399,519	(1,620,494)	2,669,551
(Loss) Income before income tax expense	(224,305)	(175,856)	(2,599,270)	921,604
Income tax expense	(11,766)	(51,725)	(58,888)	(637,175)
Net (loss) income	$ (236,071)	$ (227,581)	$ (2,658,158)	$ 284,429
Class A Redeemable Common Stock
Other (expense) income:
Weighted average shares outstanding, basic (in Shares)	519,080	2,366,608	795,185	7,637,976
Weighted average shares outstanding, diluted (in Shares)	519,080	2,366,608	795,185	7,637,976
Basic net (loss) income per common share (in Dollars per share)	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02
Diluted net (loss) income per common share (in Dollars per share)	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02
Class A Non-Redeemable Common Stock
Other (expense) income:
Weighted average shares outstanding, basic (in Shares)	5,100,000	5,100,000	5,100,000	3,605,495
Weighted average shares outstanding, diluted (in Shares)	5,100,000	5,100,000	5,100,000	3,605,495
Basic net (loss) income per common share (in Dollars per share)	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02
Diluted net (loss) income per common share (in Dollars per share)	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02
Class B Common Stock
Other (expense) income:
Weighted average shares outstanding, basic (in Shares)	900,000	900,000	900,000	2,400,000
Weighted average shares outstanding, diluted (in Shares)	900,000	900,000	900,000	2,400,000
Basic net (loss) income per common share (in Dollars per share)	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02
Diluted net (loss) income per common share (in Dollars per share)	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit - USD ($)	Common Stock Class A	Common Stock Class B	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022		$ 600		$ (11,885,332)	$ (11,884,732)
Balance (in Shares) at Dec. 31, 2022		6,000,000
Accretion of Class A common stock subject to redemption				3,628,151	3,628,151
Contributions from Sponsor			100,000		100,000
Initial Value of Forward Purchase Agreement			(86,369)		(86,369)
Class B common stock converted to Class A common stock on a one for one basis	$ 510	$ (510)
Class B common stock converted to Class A common stock on a one for one basis (in Shares)	5,100,000	(5,100,000)
Net income (loss)				895,469	895,469
Balance at Mar. 31, 2023	$ 510	$ 90	13,631	(7,361,712)	(7,347,481)
Balance (in Shares) at Mar. 31, 2023	5,100,000	900,000
Balance at Dec. 31, 2022		$ 600		(11,885,332)	(11,884,732)
Balance (in Shares) at Dec. 31, 2022		6,000,000
Net income (loss)					284,429
Balance at Sep. 30, 2023	$ 510	$ 90		(11,262,854)	(11,262,254)
Balance (in Shares) at Sep. 30, 2023	5,100,000	900,000
Balance at Mar. 31, 2023	$ 510	$ 90	13,631	(7,361,712)	(7,347,481)
Balance (in Shares) at Mar. 31, 2023	5,100,000	900,000
Accretion of Class A common stock subject to redemption			(13,631)	(240,334)	(253,965)
Excise tax payable				(2,156,214)	(2,156,214)
Net income (loss)				(383,459)	(383,459)
Balance at Jun. 30, 2023	$ 510	$ 90		(10,141,719)	(10,141,119)
Balance (in Shares) at Jun. 30, 2023	5,100,000	900,000
Accretion of Class A common stock subject to redemption				(701,466)	(701,466)
Excise tax payable				(192,088)	(192,088)
Net income (loss)				(227,581)	(227,581)
Balance at Sep. 30, 2023	$ 510	$ 90		(11,262,854)	(11,262,254)
Balance (in Shares) at Sep. 30, 2023	5,100,000	900,000
Balance at Dec. 31, 2023	$ 510	$ 90	509,211	(11,496,955)	(10,987,144)
Balance (in Shares) at Dec. 31, 2023	5,100,000	900,000
Accretion of Class A common stock subject to redemption			(168,352)		(168,352)
Allocated fair value of Subscription Shares in connection with Subscription Agreement			177,204		177,204
Net income (loss)				(633,846)	(633,846)
Balance at Mar. 31, 2024	$ 510	$ 90	518,063	(12,130,801)	(11,612,138)
Balance (in Shares) at Mar. 31, 2024	5,100,000	900,000
Balance at Dec. 31, 2023	$ 510	$ 90	509,211	(11,496,955)	(10,987,144)
Balance (in Shares) at Dec. 31, 2023	5,100,000	900,000
Net income (loss)					(2,658,158)
Balance at Sep. 30, 2024	$ 510	$ 90	1,349,771	(14,209,327)	(12,858,956)
Balance (in Shares) at Sep. 30, 2024	5,100,000	900,000
Balance at Mar. 31, 2024	$ 510	$ 90	518,063	(12,130,801)	(11,612,138)
Balance (in Shares) at Mar. 31, 2024	5,100,000	900,000
Accretion of Class A common stock subject to redemption			(202,137)		(202,137)
Excise tax payable				(54,214)	(54,214)
Fair value of shares issued in connection with Sponsor and CEO fee waiver agreements			1,436,250		1,436,250
Fees waived in connection with the Sponsor and CEO fee waiver agreements			(327,000)		(327,000)
Net income (loss)				(1,788,241)	(1,788,241)
Balance at Jun. 30, 2024	$ 510	$ 90	1,425,176	(13,973,256)	(12,547,480)
Balance (in Shares) at Jun. 30, 2024	5,100,000	900,000
Accretion of Class A common stock subject to redemption			(75,405)		(75,405)
Net income (loss)				(236,071)	(236,071)
Balance at Sep. 30, 2024	$ 510	$ 90	$ 1,349,771	$ (14,209,327)	$ (12,858,956)
Balance (in Shares) at Sep. 30, 2024	5,100,000	900,000

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash Flows from Operating Activities:
Net (loss) income	$ (2,658,158)	$ 284,429
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Change in value of derivative liabilities	411,910	588,915
Interest expense - debt discount	456,449
Interest earned on investments held in Trust Account	(357,115)	(2,898,986)
Gain on forgiveness of deferred underwriting fee payable		(273,110)
Change in fair value of forward purchase agreement		(86,369)
Stock compensation expense	1,109,250
Deferred tax benefit	(4,774)	(156,593)
Changes in operating assets and liabilities:
Prepaid expenses	21,926	281,046
Accounts payable	369,890	(77,780)
Accrued expenses – related party	(84,311)	449,786
Due to related party	(58,000)	225,000
Due from related party	49,972	(891,000)
Due from sponsor	(225,000)
Due to investor	25,000
Income tax payable	(51,387)	203,768
Franchise tax payable		8,159
Net cash used in operating activities	(994,348)	(2,342,735)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes	236,505	2,457,248
Cash withdrawn from Trust Account in connection with redemption	6,071,725	234,830,236
Cash deposited in Trust Account	(1,227,171)	(500,000)
Net cash provided by investing activities	5,081,059	236,787,484
Cash Flows from Financing Activities:
Contributions from Sponsor		100,000
Due to related party		420,000
Proceeds from related party	30,000
Proceeds pursuant to subscription agreement	350,000
Capital contribution from Sponsor	1,158,876
Proceeds from loan payable	108,466
Proceeds from convertible promissory note - related party	35,000
Due to shareholders	(650,402)
Redemption of common stock	(5,421,323)	(234,830,236)
Net cash used in financing activities	(4,389,383)	(234,310,236)
Net change in cash and restricted cash	(302,672)	134,513
Cash and restricted cash – beginning of the period	314,482	171,583
Total cash and restricted cash– end of the period	11,810	306,096
Cash and restricted cash – beginning of the period	11,810
Restricted cash		306,096
Supplemental Cash Flow Information:
Cash paid for franchise and income taxes	236,505	1,447,889
Supplemental disclosure of noncash activities:
Forgiveness of deferred underwriting fee payable		5,126,890
Fair Value of subscription shares	177,204
Value of excise tax liability	54,214	2,348,302
Increase in Due to Investor		$ 150,000

Description of Organization and Business Operations

9 Months Ended

Sep. 30, 2024

Description of Organization and Business Operations [Abstract]

Description of Organization and Business Operations

Note 1 - Description of Organization and Business Operations

Risks and Uncertainties

Emerging Growth Company

Liquidity and Going Concern

As of September 30, 2024, the Company had $11,810 in its operating bank account available to pay operating expenses and working capital deficit of $5,274,211.

Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Basis of Presentation and Summary of Significant Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Note 2 - Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

Cash and Cash Equivalents

Restricted Cash

The Company has $0 and $314,482 of restricted cash to be used to pay for taxes as of September 30, 2024 and December 31, 2023, respectively.

Concentration of Credit Risk

Use of Estimates

Investments Held in the Trust Account

Financial Instruments

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Derivative Liabilities

Capital Call Loan

Offering Costs Associated with the Initial Public Offering

Income Taxes

Class A Common Stock Subject to Possible Redemption

Net (Loss) Income Per Common Share

The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock:

	For the Three Months Ended September 30,
	2024									2023
	Class A redeemable			Class A non-redeemable			Class B			Class A redeemable			Class A non-redeemable			Class B
Basic and diluted net loss per common share:
Numerator:
Allocation of net loss	$	(18,797	)	$	(184,683	)	$	(32,591	)	$	(64,374	)	$	(138,726	)	$	(24,481	)
Denominator:
Basic and diluted weighted average common shares outstanding		519,080			5,100,000			900,000			2,366,608			5,100,000			900,000

Basic and diluted net loss per common share	$	(0.04	)	$	(0.04	)	$	(0.04	)	$	(0.03	)	$	(0.03	)	$	(0.03	)

	For the Nine Months Ended September 30,
	2024									2023
	Class A redeemable			Class A non-redeemable			Class B			Class A redeemable		Class A non-redeemable		Class B
Basic and diluted net (loss) income per common share:
Numerator:
Allocation of net (loss) income	$	(311,063	)	$	(1,995,031	)	$	(352,064	)	$	159,231	$	75,165	$	50,033
Denominator:
Basic and diluted weighted average common shares outstanding		795,185			5,100,000			900,000			7,637,976		3,605,495		2,400,000

Basic and diluted net (loss) income per common share	$	(0.39	)	$	(0.39	)	$	(0.39	)	$	0.02	$	0.02	$	0.02

Recent Accounting Pronouncements

Initial Public Offering

9 Months Ended

Sep. 30, 2024

Initial Public Offering [Abstract]

Initial Public Offering

Note 3 - Initial Public Offering

Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions

Note 4 - Related Party Transactions

Founder Shares

On March 22, 2023, 5,100,000 shares of Class B common stock were exchanged for an equal number of shares of Class A common stock. Such shares are not entitled to redemption rights.

Contributed Capital

On March 7, 2023, the Sponsor contributed $100,000 to the Company for no consideration.

Private Placement Warrants

Related Party Loans

Services Agreement

Convertible Promissory Note – Related Party

On July 25, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of $35,000 (the “Note”) to a related party, the Note being entered into in consideration of two transfers made by Jeffrey J. Gary to the Maker on April 18, 2024 for $25,000 and on May 22, 2024 for $10,000. The Note does not bear interest and matures upon the closing of an initial business combination by the Company. The principal balance may be repaid at any time. The principal balance shall be payable by the Company either: (i) in cash, or (ii) at the Payee’s election in writing, by issuance of Maker’s private placement warrants (the “Private Warrants”), at a price of $1.00 per Private Warrant. Each Private Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. As of September 30, 2024, there was $35,000 outstanding under this Note included on the condensed consolidated balance sheet.

Due to Related Party

Due from Related Party

As of September 30, 2024 and December 31, 2023, there were amounts of $145,028 and $195,000 outstanding from the Sponsor, respectively.

Due from Sponsor

For the nine months ended September 30, 2024, Polar funded Sponsor an additional $375,000 under the Subscription Agreement and the Sponsor loaned the Company $150,000 from Polar.

As of September 30, 2024 and December 31, 2023, there were amounts of $140,139 and $1,074,015 outstanding from the Sponsor, respectively.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 5 - Commitments and Contingencies

Registration Rights

Underwriting Agreement

Forward Share Purchase Agreement

On March 29, 2023, the Company entered into a forward share purchase agreement (the “Forward Share Purchase Agreement”) with Avila, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (collectively, “Seller”) for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, Seller intends but is not obligated to purchase shares of SPAC Class A Common Stock from holders (other than SPAC or its affiliates) who have elected to redeem such shares in connection with the Proposed Transactions. Purchases by Seller will be made through brokers in the open market after the redemption deadline in connection with the Proposed Transactions at a price no higher than the redemption price to be paid by SPAC in connection with the Proposed Transactions (the “Initial Price”). The Shares purchased by the Seller, other than the Share Consideration Shares are referred to herein as the “Recycled Shares.” The Seller also may sell 2,376,000 shares of SPAC Class A Common Stock purchased in the SPAC’s initial public offering (“IPO Shares”) in the Forward Purchase Transaction, up to a maximum of 2,500,000 shares of Class A Common Stock (including any Recycled Shares). The Forward Share Purchase Agreement was terminated as a result of the termination of the Avila BCA on August 10, 2023, as described below.

Business Combination Agreements

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 (the “Board”) has unanimously approved and declared advisable the AM BCA, the Merger and the other transactions contemplated thereby (the “Proposed Transactions”). A copy of the AM BCA is filed as Exhibit 2.1 in the Current Report on Form 8-K dated October 17, 2023. In connection with entering into the AM BCA, in October 2023, the Company formed IAC Merger Sub Inc, a Florida corporation.

Subscription Agreement

Class A Shares of Common Stock Subject to Possible Redemption

9 Months Ended

Sep. 30, 2024

Class A Shares of Common Stock Subject to Possible Redemption [Abstract]

Class A Shares of Common Stock Subject to Possible Redemption

Note 6 - Class A Shares of Common Stock Subject to Possible Redemption

The shares of Class A common stock issued in the Initial Public Offering were recognized in Class A common stock subject to possible redemption as follows:

Class A common stock subject to possible redemption at December 31, 2022	$	243,597,590
Less:
Redemptions		(234,830,236	)
Due to shareholder		(628,758	)
Accretion of carrying value to redemption value		(2,418,083	)
Plus:
Waiver of underwriting fee allocated to Class A Common Stock		5,126,890
Class A common stock subject to possible redemption at December 31, 2023		10,847,403
Less:
Redemptions		(5,421,323	)
Due to shareholder		(21,644	)
Plus:
Accretion of Class A common stock subject to possible redemption amount		445,894
Class A common stock subject to possible redemption at September 30, 2024	$	5,850,330

Stockholders’ Deficit

9 Months Ended

Sep. 30, 2024

Stockholders’ Deficit [Abstract]

Stockholders’ Deficit

Note 7 - Stockholders’ Deficit

Warrants

9 Months Ended

Sep. 30, 2024

Warrants [Abstract]

Warrants

Note 8 - Warrants

As of September 30, 2024 and December 31, 2023, the Company has 12,000,000 and 8,700,000 Public Warrants and Private Placement Warrants, respectively, outstanding.

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption; and

●

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 9 - Fair Value Measurements

September 30, 2024

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account—Money Market Funds	$	5,940,746	$	—	$	—
Liabilities:
Derivative liabilities-public warrants	$	—	$	600,000	$	—
Derivative liabilities-private warrants	$	—	$	435,000	$	—

December 31, 2023

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account—U.S. Treasury Securities	$	10,664,690	$	—	$	—
Liabilities:
Derivative liabilities-public warrants	$	—	$	361,200	$	—
Derivative liabilities-private warrants	$	—	$	261,890	$	—

Level 1 assets include investments in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields and quoted market prices from dealers or brokers.

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 10 - Subsequent Events

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (236,071)	$ (1,788,241)	$ (633,846)	$ (227,581)	$ (383,459)	$ 895,469	$ (2,658,158)	$ 284,429

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2024

Basis of Presentation and Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

Cash and Cash Equivalents

Cash and Cash Equivalents

Restricted Cash

Restricted Cash

The Company has $0 and $314,482 of restricted cash to be used to pay for taxes as of September 30, 2024 and December 31, 2023, respectively.

Concentration of Credit Risk

Concentration of Credit Risk

Use of Estimates

Use of Estimates

Investments Held in the Trust Account

Investments Held in the Trust Account

Financial Instruments

Financial Instruments

Fair Value Measurements

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Derivative Liabilities

Derivative Liabilities

Capital Call Loan

Capital Call Loan

Offering Costs Associated with the Initial Public Offering

Offering Costs Associated with the Initial Public Offering

Income Taxes

Income Taxes

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

Net (Loss) Income Per Common Share

Net (Loss) Income Per Common Share

The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock:

	For the Three Months Ended September 30,
	2024									2023
	Class A redeemable			Class A non-redeemable			Class B			Class A redeemable			Class A non-redeemable			Class B
Basic and diluted net loss per common share:
Numerator:
Allocation of net loss	$	(18,797	)	$	(184,683	)	$	(32,591	)	$	(64,374	)	$	(138,726	)	$	(24,481	)
Denominator:
Basic and diluted weighted average common shares outstanding		519,080			5,100,000			900,000			2,366,608			5,100,000			900,000

Basic and diluted net loss per common share	$	(0.04	)	$	(0.04	)	$	(0.04	)	$	(0.03	)	$	(0.03	)	$	(0.03	)

	For the Nine Months Ended September 30,
	2024									2023
	Class A redeemable			Class A non-redeemable			Class B			Class A redeemable		Class A non-redeemable		Class B
Basic and diluted net (loss) income per common share:
Numerator:
Allocation of net (loss) income	$	(311,063	)	$	(1,995,031	)	$	(352,064	)	$	159,231	$	75,165	$	50,033
Denominator:
Basic and diluted weighted average common shares outstanding		795,185			5,100,000			900,000			7,637,976		3,605,495		2,400,000

Basic and diluted net (loss) income per common share	$	(0.39	)	$	(0.39	)	$	(0.39	)	$	0.02	$	0.02	$	0.02

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Basis of Presentation and Summary of Significant Accounting Policies [Abstract]

Schedule of Basic and Diluted Net (Loss) Income Per Share

The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock:

	For the Three Months Ended September 30,
	2024									2023
	Class A redeemable			Class A non-redeemable			Class B			Class A redeemable			Class A non-redeemable			Class B
Basic and diluted net loss per common share:
Numerator:
Allocation of net loss	$	(18,797	)	$	(184,683	)	$	(32,591	)	$	(64,374	)	$	(138,726	)	$	(24,481	)
Denominator:
Basic and diluted weighted average common shares outstanding		519,080			5,100,000			900,000			2,366,608			5,100,000			900,000

Basic and diluted net loss per common share	$	(0.04	)	$	(0.04	)	$	(0.04	)	$	(0.03	)	$	(0.03	)	$	(0.03	)

	For the Nine Months Ended September 30,
	2024									2023
	Class A redeemable			Class A non-redeemable			Class B			Class A redeemable		Class A non-redeemable		Class B
Basic and diluted net (loss) income per common share:
Numerator:
Allocation of net (loss) income	$	(311,063	)	$	(1,995,031	)	$	(352,064	)	$	159,231	$	75,165	$	50,033
Denominator:
Basic and diluted weighted average common shares outstanding		795,185			5,100,000			900,000			7,637,976		3,605,495		2,400,000

Basic and diluted net (loss) income per common share	$	(0.39	)	$	(0.39	)	$	(0.39	)	$	0.02	$	0.02	$	0.02

Class A Shares of Common Stock Subject to Possible Redemption (Tables)

9 Months Ended

Sep. 30, 2024

Class A Shares of Common Stock Subject to Possible Redemption [Abstract]

Schedule of Class A Common Stock Subject to Possible Redemption

The shares of Class A common stock issued in the Initial Public Offering were recognized in Class A common stock subject to possible redemption as follows:

Class A common stock subject to possible redemption at December 31, 2022	$	243,597,590
Less:
Redemptions		(234,830,236	)
Due to shareholder		(628,758	)
Accretion of carrying value to redemption value		(2,418,083	)
Plus:
Waiver of underwriting fee allocated to Class A Common Stock		5,126,890
Class A common stock subject to possible redemption at December 31, 2023		10,847,403
Less:
Redemptions		(5,421,323	)
Due to shareholder		(21,644	)
Plus:
Accretion of Class A common stock subject to possible redemption amount		445,894
Class A common stock subject to possible redemption at September 30, 2024	$	5,850,330

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Measurements [Abstract]

Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account—Money Market Funds	$	5,940,746	$	—	$	—
Liabilities:
Derivative liabilities-public warrants	$	—	$	600,000	$	—
Derivative liabilities-private warrants	$	—	$	435,000	$	—

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account—U.S. Treasury Securities	$	10,664,690	$	—	$	—
Liabilities:
Derivative liabilities-public warrants	$	—	$	361,200	$	—
Derivative liabilities-private warrants	$	—	$	261,890	$	—

Description of Organization and Business Operations (Details) - 1						9 Months Ended
	Mar. 29, 2023 shares	Mar. 28, 2023 USD ($)	Mar. 06, 2023 USD ($) shares	Sep. 07, 2021 USD ($) shares	Jul. 29, 2021 shares	Sep. 30, 2024 USD ($) $ / shares shares	Jun. 05, 2024 $ / shares	Dec. 31, 2023 $ / shares	Aug. 17, 2023 $ / shares	May 07, 2023 USD ($)	May 02, 2023 USD ($)	May 05, 2021 $ / shares
Class of Stock [Line Items]
Condition for future business combination						1
Consummated units (in Shares) \| shares						24,000,000
Price of warrant (in Dollars per share) \| $ / shares						$ 11.5
Investments maximum maturity term						185 days
Percentage of fair market value						80.00%
Percentage of shares voted						65.00%
Maximum net interest to pay dissolution expenses						$ 100,000
Net tangible assets						$ 5,000,001
Warrant [Member]
Class of Stock [Line Items]
Offering costs allocated to derivative warrant liabilities				$ 668,000
Price per share (in Dollars per share) \| $ / shares									$ 1
Private Placement Warrant [Member]
Class of Stock [Line Items]
Warrant issued (in Shares) \| shares						8,700,000
Price of warrant (in Dollars per share) \| $ / shares						$ 1
Proceeds from warrants						$ 8,700,000
Minimum [Member]
Class of Stock [Line Items]
Redemption limit percentage without prior consent						20.00%
Maximum [Member]
Class of Stock [Line Items]
Redemption limit percentage without prior consent						20.00%
Sponsor [Member] \| Private Placement Warrant [Member]
Class of Stock [Line Items]
Warrant issued (in Shares) \| shares						1,200,000
Founder Shares [Member]
Class of Stock [Line Items]
Price per share (in Dollars per share) \| $ / shares												$ 0.0001
Percentage of public shares						100.00%
Forward purchase transaction of shares (in Shares) \| shares					1,350,000
Investment Company Act of 1940 [Member] \| Minimum [Member]
Class of Stock [Line Items]
Percentage of ownership voting securities						50.00%
Board of Directors [Member]
Class of Stock [Line Items]
Business combination days		May 07, 2023
Deposit into the trust account		$ 80,000								$ 80,000	$ 80,000
Class A Common Stock [Member]
Class of Stock [Line Items]
Price of warrant (in Dollars per share) \| $ / shares						$ 18
Price per share (in Dollars per share) \| $ / shares							$ 0.0001
Common stock, par value (in Dollars per share) \| $ / shares						$ 0.0001		$ 0.0001
Holders share issued (in Shares) \| shares						21,151,393
Percentage of shares issued and outstanding			88.10%
Trust account						$ 5,840,000
Remained issued shares (in Shares) \| shares			2,848,607
Remained outstanding shares (in Shares) \| shares			2,848,607
Forward purchase transaction of shares (in Shares) \| shares	2,500,000
Class A Common Stock [Member] \| Founder Shares [Member]
Class of Stock [Line Items]
Trust account			$ 28,744,831
Class A Common Stock [Member] \| Board of Directors [Member]
Class of Stock [Line Items]
Common stock, par value (in Dollars per share) \| $ / shares						$ 0.0001
Class B Common Stock [Member]
Class of Stock [Line Items]
Common stock, par value (in Dollars per share) \| $ / shares						0.0001		$ 0.0001
Class B Common Stock [Member] \| Board of Directors [Member]
Class of Stock [Line Items]
Common stock, par value (in Dollars per share) \| $ / shares						$ 0.0001
Initial Public Offering [Member]
Class of Stock [Line Items]
Consummated units (in Shares) \| shares				24,000,000		23,760,000
Generating net proceeds						$ 241,200,000
Price per share (in Dollars per share) \| $ / shares						$ 10.05
Percentage of public shares						100.00%
Deposit into the trust account						$ 20,000
Initial Public Offering [Member] \| Warrant [Member]
Class of Stock [Line Items]
Offering costs allocated to derivative warrant liabilities				$ 668,000
Initial Public Offering [Member] \| Class A Common Stock [Member]
Class of Stock [Line Items]
Generating net proceeds				240,000,000
Offering costs				17,500,000
Deferred underwriting commissions				$ 12,000,000
Forward purchase transaction of shares (in Shares) \| shares	2,376,000
Private Placement [Member]
Class of Stock [Line Items]
Warrant issued (in Shares) \| shares						7,500,000
Public Stockholders [Member]
Class of Stock [Line Items]
Price per share (in Dollars per share) \| $ / shares						$ 10.05

Description of Organization and Business Operations (Details) - 2 - USD ($)																			9 Months Ended
	Aug. 21, 2024	Jul. 31, 2024	Jun. 21, 2024	Jun. 06, 2024	Jun. 05, 2024	May 06, 2024	Mar. 20, 2024	Feb. 07, 2024	Feb. 02, 2024	Jan. 05, 2024	Dec. 15, 2023	Nov. 07, 2023	Nov. 06, 2023	Oct. 07, 2023	Sep. 07, 2023	Sep. 06, 2023	Aug. 10, 2023	Mar. 06, 2023	Sep. 30, 2024	Sep. 30, 2023	Aug. 31, 2024	Aug. 17, 2023
Class of Stock [Line Items]
Avila payment, description																			1) up to $300,000 immediately upon Avila’s receipt of net proceeds from any financing, public or private, in excess of U.S. $3,000,000, -or- (2) (i) $50,000 by December 1, 2023, (ii) $100,000 by February 1, 2024 and (iii) $150,000 by April 1, 2024.
Sponsor advance																			$ 485,000
Principal amount													$ 480,000
Common stock redeemed (in Shares)					481,865											1,847,662
Redemption payment																$ 19,208,848
Investment of cash into trust account																			1,227,171	$ 500,000
Warrant [Member]
Class of Stock [Line Items]
Price per share (in Dollars per share)																						$ 1
Unsecured Promissory Note [Member]
Class of Stock [Line Items]
Sponsor advance																						$ 480,000
Business Combination [Member]
Class of Stock [Line Items]
Investment of cash into trust account	$ 10,382	$ 10,382		$ 10,382	$ 20,000	$ 20,000	$ 20,000	$ 20,000	$ 20,000	$ 20,000	$ 20,000	$ 20,000		$ 20,000	$ 20,000
Michael Singer [Member]
Class of Stock [Line Items]
Closing shares of business combination (in Shares)			125,000
Avila [Member]
Class of Stock [Line Items]
Reimbursement of expenses incurred																	$ 300,000
Sponsor [Member]
Class of Stock [Line Items]
Sponsor advance																			$ 375,000
Sponsor [Member] \| Unsecured Promissory Note [Member]
Class of Stock [Line Items]
Principal amount													480,000									480,000
Sponsor advance																						480,000
Promissory Note [Member]
Class of Stock [Line Items]
Sponsor advance																						$ 480,000
Principal amount													$ 480,000
Common Stock [Member]
Class of Stock [Line Items]
Price per share (in Dollars per share)		$ 0.02		$ 0.02	$ 0.02											$ 0.02			$ 0.02		$ 0.02
Deposit into the trust account																			$ 20,000
Redemption payment																		$ 215,621,387
Class A Common Stock [Member]
Class of Stock [Line Items]
Price per share (in Dollars per share)					$ 0.0001
IPO [Member]
Class of Stock [Line Items]
Price per share (in Dollars per share)																			$ 10.05
Deposit into the trust account																			$ 20,000
Common stock redeemed (in Shares)					481,865
Redemption payment					$ 5,421,323
Investment of cash into trust account					$ 20,000
IPO [Member] \| Business Combination [Member]
Class of Stock [Line Items]
Price per share (in Dollars per share)																			$ 0.02
Investment of cash into trust account																			$ 10,382
IPO [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Investment of cash into trust account																$ 20,000

Description of Organization and Business Operations (Details) - 3 - USD ($)												9 Months Ended		12 Months Ended
	Jun. 05, 2024	May 22, 2024	May 15, 2024	Apr. 18, 2024	Nov. 06, 2023	Sep. 06, 2023	Aug. 30, 2023	Mar. 06, 2023	Aug. 16, 2022	Sep. 13, 2021	Sep. 07, 2021	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Aug. 31, 2024	Jul. 31, 2024	Jul. 25, 2024	Jun. 06, 2024	Aug. 17, 2023
Class of Stock [Line Items]
Interest per annum												10.00%
Underpayment penalty per month												5.00%
Total liability												25.00%
Common stock redeemed (in Shares)	481,865					1,847,662
Redemption payment						$ 19,208,848
Investment of cash into trust account												$ 1,227,171	$ 500,000
Excise tax liability												$ 54,214		$ 2,348,302
Percentage of excise tax												1.00%		1.00%
Cash												$ 11,810
Working capital deficit												5,274,211
Issuance of ordinary shares to sponsor value												25,000
Loan payable												163,000
Repaid amount										$ 6,000	$ 157,000
Sponsor advance												485,000
Principal amount					$ 480,000
Sponsor loan												375,000		600,000
Outstanding due												$ 975,000		600,000
Unsecured Promissory Note [Member]
Class of Stock [Line Items]
Sponsor advance																			$ 480,000
Private Placement Warrants [Member]
Class of Stock [Line Items]
Price per share (in Dollars per share)																			$ 1
Price per warrant (in Dollars per share)												$ 1
Outstanding amount												$ 35,000
Minimum [Member]
Class of Stock [Line Items]
Per share amount to be maintained in the trust account (in Dollars per share)												$ 10.05
Subscription agreement			$ 975,000
Maximum [Member]
Class of Stock [Line Items]
Per share amount to be maintained in the trust account (in Dollars per share)												$ 10.05
Subscription agreement			$ 1,000,000
Capital Call [Member]
Class of Stock [Line Items]
Payments for fees							$ 1,000,000
Inflation Reduction Act 2022 [Member]
Class of Stock [Line Items]
US Federal tax rate									1.00%
Percentage of fair market value of shares									1.00%
Jeffrey J. Gary [Member]
Class of Stock [Line Items]
Consideration		$ 10,000		$ 25,000
Sponsor [Member]
Class of Stock [Line Items]
Sponsor advance												$ 375,000
Sponsor loan														$ 600,000
Sponsor [Member] \| Unsecured Promissory Note [Member]
Class of Stock [Line Items]
Principal amount					$ 480,000														$ 480,000
Sponsor advance																			$ 480,000
Related Party [Member] \| Unsecured Promissory Note [Member]
Class of Stock [Line Items]
Principal amount																	$ 35,000
Common Stock [Member]
Class of Stock [Line Items]
Redemption payment								$ 215,621,387
Price per share (in Dollars per share)	$ 0.02					$ 0.02						$ 0.02			$ 0.02	$ 0.02		$ 0.02
Class A Common Stock [Member]
Class of Stock [Line Items]
Price per share (in Dollars per share)	$ 0.0001
Purchase share (in Shares)												1
Class A Common Stock [Member] \| Private Placement Warrants [Member]
Class of Stock [Line Items]
Price per share (in Dollars per share)												$ 11.5
Trust Account Assets [Member]
Class of Stock [Line Items]
Minimum share price of the residual assets remaining available for distribution (in Dollars per share)												10.05
Trust Account Assets [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Common stock redeemed (in Shares)								21,151,393
IPO [Member]
Class of Stock [Line Items]
Common stock redeemed (in Shares)	481,865
Redemption payment	$ 5,421,323
Investment of cash into trust account	$ 20,000
Price per share (in Dollars per share)												$ 10.05
Cash												$ 11,810
IPO [Member] \| Related Party [Member]
Class of Stock [Line Items]
Price per share (in Dollars per share)												$ 0.02
IPO [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Investment of cash into trust account						$ 20,000

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
	May 15, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Cash equivalents
Restricted cash						314,482
Federal deposit insurance corporation coverage limit		250,000		$ 250,000
Additional units (in Shares)				24,000,000
Capital call loan		800,000		$ 800,000
Additional paid-in capital		1,349,771		1,349,771		509,211
Net of debt discount				568,503
Subscription share liability		0		0
Capital call loan		175,000		175,000
Allocated as fair value				0
Subscription receivable		975,000		975,000
Deferred tax liabilities		5,161		5,161		9,935
Tax expense		12,000	$ 52,000	59,000	$ 637,000
Unrecognized tax benefits		0		0		0
Maximum [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Subscription amount reduced	$ 1,000,000
Minimum [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Subscription amount reduced	975,000
Additional Paid-in Capital [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Additional paid-in capital		$ 568,503		$ 568,503
Alpha Modus Corp. [Member] \| Maximum [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Subscription amount reduced	1,000,000
Alpha Modus Corp. [Member] \| Minimum [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Subscription amount reduced	$ 975,000
Subscription Agreement [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Net of debt discount						279,245
Subscription receivable						$ 600,000
Class A Common Stock [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Common stock subject to possible redemption (in Shares)		519,080		519,080		1,000,945
Class A Common Stock [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Warrants to purchase aggregate of common stock (in Shares)				20,700,000
Over-Allotment Option [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Additional units (in Shares)				3,600,000

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Class A redeemable [Member]
Numerator:
Allocation of net (loss) income	$ (18,797)	$ (64,374)	$ (311,063)	$ 159,231
Denominator:
Basic weighted average common shares outstanding	519,080	2,366,608	795,185	7,637,976
Diluted weighted average common shares outstanding	519,080	2,366,608	795,185	7,637,976
Basic net (loss) income per common share	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02
Diluted net (loss) income per common share	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02
Class A non- redeemable [Member]
Numerator:
Allocation of net (loss) income	$ (184,683)	$ (138,726)	$ (1,995,031)	$ 75,165
Denominator:
Basic weighted average common shares outstanding	5,100,000	5,100,000	5,100,000	3,605,495
Diluted weighted average common shares outstanding	5,100,000	5,100,000	5,100,000	3,605,495
Basic net (loss) income per common share	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02
Diluted net (loss) income per common share	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02
Class B [Member]
Numerator:
Allocation of net (loss) income	$ (32,591)	$ (24,481)	$ (352,064)	$ 50,033
Denominator:
Basic weighted average common shares outstanding	900,000	900,000	900,000	2,400,000
Diluted weighted average common shares outstanding	900,000	900,000	900,000	2,400,000
Basic net (loss) income per common share	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02
Diluted net (loss) income per common share	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02

Initial Public Offering (Details) - USD ($)		9 Months Ended
Initial Public Offering (Details) - USD ($)	Sep. 07, 2021	Sep. 30, 2024	Jun. 05, 2024	Aug. 17, 2023
Initial Public Offering [Line Items]
Sold units		24,000,000
Warrant [Member]
Initial Public Offering [Line Items]
Offering costs allocated to derivative warrant liabilities,	$ 668,000
Investors of price per share				$ 1
Class A Common Stock [Member]
Initial Public Offering [Line Items]
Investors of price per share			$ 0.0001
Founder Shares [Member]
Initial Public Offering [Line Items]
Aggregate of amount		$ 3,200,000
Investors price per share		$ 2.37
Founder Shares [Member] \| Sponsor [Member]
Initial Public Offering [Line Items]
Number of shares issued		1,350,000
Investors of price per share		$ 0.004
IPO [Member]
Initial Public Offering [Line Items]
Sold units	24,000,000	23,760,000
Aggregate of amount		$ 241,200,000
Sale of stock description		Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).
Investors of price per share		$ 10.05
IPO [Member] \| Warrant [Member]
Initial Public Offering [Line Items]
Offering costs allocated to derivative warrant liabilities,	$ 668,000
IPO [Member] \| Class A Common Stock [Member]
Initial Public Offering [Line Items]
Aggregate of amount	240,000,000
Offering costs	17,500,000
Deferred underwriting commissions	$ 12,000,000
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Sold units		3,600,000

Related Party Transactions (Details) - USD ($)																					3 Months Ended			9 Months Ended			12 Months Ended
Related Party Transactions (Details) - USD ($)	Jun. 21, 2024	May 22, 2024	Apr. 21, 2024	Apr. 18, 2024	Mar. 31, 2024	Mar. 26, 2024	Mar. 14, 2024	Aug. 17, 2023	Aug. 07, 2023	Jul. 20, 2023	Mar. 29, 2023	Mar. 22, 2023	Mar. 07, 2023	Oct. 16, 2021	Sep. 13, 2021	Sep. 07, 2021	Sep. 01, 2021	Jul. 29, 2021	May 05, 2021	Apr. 30, 2021	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 05, 2023	Sep. 30, 2023	Dec. 31, 2023	Aug. 31, 2024	Jul. 31, 2024	Jul. 25, 2024	Jun. 06, 2024	Jun. 05, 2024	Mar. 15, 2024	Dec. 13, 2023	Oct. 11, 2023	Oct. 10, 2023	Sep. 06, 2023	May 07, 2023	May 02, 2023	Mar. 28, 2023
Related Party Transactions [Line Items]
Offering costs																						$ 327,000
Stock split																								the Company effected a 1:1.1162791 stock split of Class B common stock
Sponsor Contributed capital																								$ 1,158,876
Price of per unit (in Dollars per share)																					$ 11.5			$ 11.5
Loan payable																								$ 163,000
Repaid amount															$ 6,000	$ 157,000
Incurred amount																							$ 30,000	24,500		90,000
Sponsor transferred amounts							$ 1,090,000
Deferred compensation			$ 132,500
Service fees			$ 7,500
Aggregate fair value, shares (in Shares)					125,000
Aggregate fair value					$ 1,436,250
Aggregate fair value per share (in Dollars per share)					$ 11.49
Principal amount								$ 480,000
Sponsor advance																					$ 485,000			485,000
Operating bank account																																		$ 616,000	$ 616,000	$ 616,000
Paid amount																								(49,972)		891,000
Outstanding amount																					$ 145,028			145,028			$ 195,000
Aggregate amount withdrew																									$ 2,497,248
Aggregate amount for tax payments																									1,447,889
Withdrawn amount from trust account for tax purposes																									$ 1,049,359
Erroneously withdrawn from the Trust Account						$ 1,049,359
Accrued interest						24,656
Sponsor loan																								375,000			600,000
Working Capital Loan [Member]
Related Party Transactions [Line Items]
Working capital loans convertible into warrants																								$ 1,500,000
Unsecured Promissory Note [Member]
Related Party Transactions [Line Items]
Sponsor advance								$ 480,000
Private Placement Warrants [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)								$ 1
Warrants to sponsor (in Shares)																					8,700,000			8,700,000
Price of per unit (in Dollars per share)								1													$ 1			$ 1
Proceeds from warrants																								$ 8,700,000
Price per warrant (in Dollars per share)																								$ 1
Outstanding amount																					$ 35,000			$ 35,000
Warrant [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)								$ 1
Warrant [Member] \| Working Capital Loan [Member]
Related Party Transactions [Line Items]
Debt instrument conversion price per warrant (in Dollars per share)																					$ 1			$ 1
Founder Shares [Member]
Related Party Transactions [Line Items]
Issuance of shares (in Shares)																			6,181,250
Price per share (in Dollars per share)																			$ 0.0001
Transferred shares (in Shares)																		1,350,000
Forfeit founder shares (in Shares)																		900,000
Percentage of issued shares																		20.00%
Percentage of outstanding shares																		20.00%
Closing price per share (in Dollars per share)																								$ 12
Promissory Note [Member]
Related Party Transactions [Line Items]
Sponsor advance								$ 480,000
Promissory Note [Member] \| Sponsor [Member]
Related Party Transactions [Line Items]
Cover expenses																				$ 300,000
Related Party [Member]
Related Party Transactions [Line Items]
Due to related party																					$ 137,000			$ 137,000			225,000
Outstanding amount																					145,028			145,028			195,000
Related Party [Member] \| Unsecured Promissory Note [Member]
Related Party Transactions [Line Items]
Principal amount																														$ 35,000
Jeffrey J. Gary [Member]
Related Party Transactions [Line Items]
Consideration transfers		$ 10,000		$ 25,000
Sponsor [Member]
Related Party Transactions [Line Items]
Offering costs																			$ 25,000
Sponsor Contributed capital													$ 100,000
Loan payable																				$ 163,000
Repaid amount																$ 157,000
Expenses per month																	$ 10,000
Incurred amount																					0
Sponsor transferred amounts									$ 891,000	$ 891,000
Sponsor advance																					375,000			375,000
Deposited into the trust account																					450,000			450,000									$ 1,049,359
Operating expenses																											80,000
Outstanding amount																					$ 140,139			140,139			1,074,015
Additional deposited amount						$ 36,285
Sponsor loan																								$ 150,000
Sponsor [Member] \| Private Placement Warrants [Member]
Related Party Transactions [Line Items]
Warrants to sponsor (in Shares)																					1,200,000			1,200,000
Sponsor [Member] \| Promissory Note [Member]
Related Party Transactions [Line Items]
Repaid amount															$ 6,000
Related Party [Member]
Related Party Transactions [Line Items]
Due to related party																					$ 777,000			$ 777,000			805,000
Deposited into the trust account																					80,000			80,000
Services Agreement [Member]
Related Party Transactions [Line Items]
Sponsor share (in Shares)	125,000
Incurred amount																							$ 45,000			$ 135,000
Due to related party																					190,000			190,000			160,000
Board of Directors [Member]
Related Party Transactions [Line Items]
Incurred amount																					$ 0			30,000
Sponsor transferred amounts																								$ 15,000
Deposited into the trust account																																						$ 80,000	$ 80,000	$ 80,000
Class B Common Stock [Member]
Related Party Transactions [Line Items]
Shares exchanged (in Shares)												5,100,000
Class B Common Stock [Member] \| Founder Shares [Member]
Related Party Transactions [Line Items]
Issuance of shares (in Shares)																		6,900,000
Shares forfeited (in Shares)														900,000
Class A Common Stock [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)																																$ 0.0001
Transferred shares (in Shares)											2,500,000
Price of per unit (in Dollars per share)																					$ 18			$ 18
Purchase share (in Shares)																								1
Class A Common Stock [Member] \| Private Placement Warrants [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)																					11.5			$ 11.5
Price of per unit (in Dollars per share)																					11.5			11.5
Common Stock [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)																					$ 0.02			$ 0.02				$ 0.02	$ 0.02		$ 0.02	$ 0.02					$ 0.02
Deposited into the trust account																					$ 20,000			$ 20,000
Common Stock [Member] \| Sponsor [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)																					$ 0.04			$ 0.04
Private Placement [Member]
Related Party Transactions [Line Items]
Warrants to sponsor (in Shares)																					7,500,000			7,500,000
Initial Public Offering [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)																					$ 10.05			$ 10.05
Deposited into the trust account																					$ 20,000			$ 20,000
Initial Public Offering [Member] \| Related Party [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)																					$ 0.02			$ 0.02
Due to related party																					$ 450,000			$ 450,000			$ 420,000
Initial Public Offering [Member] \| Sponsor [Member]
Related Party Transactions [Line Items]
Deposited into the trust account																					$ 20,000			$ 20,000
Initial Public Offering [Member] \| Class A Common Stock [Member]
Related Party Transactions [Line Items]
Transferred shares (in Shares)											2,376,000

Commitments and Contingencies (Details) - USD ($)								1 Months Ended	9 Months Ended	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Jun. 21, 2024	Jun. 20, 2024	May 15, 2024	Aug. 30, 2023	Aug. 10, 2023	Mar. 29, 2023	Mar. 28, 2023	Mar. 31, 2023	Sep. 30, 2024	Dec. 31, 2023	Oct. 29, 2024	Apr. 01, 2024	Feb. 01, 2024	Dec. 01, 2023
Commitments and Contingencies [Line Items]
Underwriter waived							$ 5,400,000
Deferred underwriter commissions payable							8,400,000
Forgiveness of underwriting fee payable							273,110
Remainder underwriter fee							3,000,000
Deferred underwriting fee payable									$ 6,600,000	$ 6,600,000
Deferred underwriting discount		$ 6,600,000						$ 1,000,000
Reimbursement of expenses					$ 300,000
Net proceeds					300,000
Other commitment					$ 3,000,000							$ 150,000	$ 100,000	$ 50,000
Earout shares (in Shares)	2,200,000
Redemption shares									426,135		$ 426,135
Sponsor fund fees									375,000	600,000
Sponsor loaned									$ 375,000	$ 600,000
Outstanding Capital (in Shares)									10
Reasonable attorney’s fees									$ 5,000
Common Stock [Member]
Commitments and Contingencies [Line Items]
Stock of per share (in Dollars per share)	$ 1
Business Combination Agreements [Member]
Commitments and Contingencies [Line Items]
Business combination amount	$ 1,000,000
Odeon Capital Group, LLC [Member]
Commitments and Contingencies [Line Items]
Deferred underwriting discount								3,600,000
Alpha Modus [Member]
Commitments and Contingencies [Line Items]
Common stock outstanding	6,145,000
Alpha Modus [Member] \| Business Combination Agreements [Member]
Commitments and Contingencies [Line Items]
Business combination amount	$ 1,000,000
Janbella [Member]
Commitments and Contingencies [Line Items]
Common stock issued (in Shares)	1,392,308
Cantor Fitzgerald & Co. [Member]
Commitments and Contingencies [Line Items]
Common stock issued (in Shares)	210,000
Odeon Group, LLC [Member]
Commitments and Contingencies [Line Items]
Common stock issued (in Shares)	90,000
Michael Singer [Member]
Commitments and Contingencies [Line Items]
Common stock issued (in Shares)	125,000
Underwriting Agreement [Member]
Commitments and Contingencies [Line Items]
Underwriters for deferred underwriting commissions price (in Dollars per share)									$ 0.5
Underwriters for deferred underwriting commissions									$ 12,000,000
Deferred underwriting commissions									2,500,000
Deferred underwriting commission aggregate value									$ 14,500,000
Cantor Fee Modification Agreement [Member] \| Agreement [Member]
Commitments and Contingencies [Line Items]
Business combination shares (in Shares)		300,000
Subscription Agreement [Member]
Commitments and Contingencies [Line Items]
Reduced amount			$ 1,000,000
Class A Redeemable Shares [Member]
Commitments and Contingencies [Line Items]
Underwriter fee allocated							$ 5,126,890
Class A Common Stock [Member]
Commitments and Contingencies [Line Items]
Share Purchase Agreement (in Shares)						2,500,000
Earout shares (in Shares)	2,200,000
Sponsor share par value (in Dollars per share)									$ 0.0001	$ 0.0001
Sponsor value									$ 510	$ 510
Class A Common Stock [Member] \| Common Stock [Member]
Commitments and Contingencies [Line Items]
Common stock issued (in Shares)									5,619,080	6,100,945
Class A Common Stock [Member] \| Polar [Meber]
Commitments and Contingencies [Line Items]
Common stock issued (in Shares)									1
Series C Redeemable Convertible Preferred Stock [Member]
Commitments and Contingencies [Line Items]
Redeemable convertible preferred stock outstanding shares (in Shares)	7,500,000								7,500,000		7,500,000
Class B Common Stock [Member]
Commitments and Contingencies [Line Items]
Common stock issued (in Shares)									900,000	900,000
Sponsor share par value (in Dollars per share)									$ 0.0001	$ 0.0001
Sponsor value									$ 90	$ 90
IPO [Member]
Commitments and Contingencies [Line Items]
Deferred underwriting discount								$ 2,600,000
IPO [Member] \| Underwriting Agreement [Member]
Commitments and Contingencies [Line Items]
Underwriting discount, per unit (in Dollars per share)									$ 0.2
Underwriting discount									$ 4,800,000
IPO [Member] \| Forward Share Purchase Agreement [Member]
Commitments and Contingencies [Line Items]
Share Purchase Agreement (in Shares)						2,376,000
Forward Share Purchase Agreement (in Shares)						2,500,000
IPO [Member] \| Class A Common Stock [Member]
Commitments and Contingencies [Line Items]
Share Purchase Agreement (in Shares)						2,376,000
Over-Allotment Option [Member] \| Underwriting Agreement [Member]
Commitments and Contingencies [Line Items]
Over-allotment option was fully exercised (in Dollars per share)									$ 0.7
Sponsor [Member]
Commitments and Contingencies [Line Items]
Sponsor fees				$ 1,000,000
Reduced amount			$ 975,000
Sponsor [Member] \| Class A Common Stock [Member]
Commitments and Contingencies [Line Items]
Sponsor share par value (in Dollars per share)									$ 0.1
Sponsor [Member] \| Class B Common Stock [Member]
Commitments and Contingencies [Line Items]
Sponsor value									$ 1

Class A Shares of Common Stock Subject to Possible Redemption (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Jun. 05, 2024	Dec. 31, 2023	Sep. 06, 2023	Mar. 06, 2023
Class A Shares of Common Stock Subject to Possible Redemption [Line Items]
Voting rights	one
Class A Common Stock [Member]
Class A Shares of Common Stock Subject to Possible Redemption [Line Items]
Common stock authorized	200,000,000
Temporary equity shares issued	21,151,393
Percentage of common stock issued		48.00%		65.00%	88.10%
Percentage of common stock outstanding		48.00%		65.00%	88.10%
Common stock held in trust (in Dollars)	$ 5,840,000
Class A Common Stock Subject to Possible Redemption [Member]
Class A Shares of Common Stock Subject to Possible Redemption [Line Items]
Common stock, par value (in Dollars per share)	$ 0.0001		$ 0.0001
Class A ordinary shares, shares subject to possible redemption outstanding	519,080		1,000,945
Outstanding price per share (in Dollars per share)	$ 11.27		$ 10.84
Common Stock [Member] \| Class A Common Stock [Member]
Class A Shares of Common Stock Subject to Possible Redemption [Line Items]
Temporary equity shares issued	1,000,945	481,865		1,847,662	21,151,393
Class A ordinary shares, shares subject to possible redemption outstanding	1,000,945
Common Stock [Member] \| Class A Common Stock Subject to Possible Redemption [Member]
Class A Shares of Common Stock Subject to Possible Redemption [Line Items]
Outstanding price per share (in Dollars per share)	$ 11.27		$ 10.84

Class A Shares of Common Stock Subject to Possible Redemption (Details) - Schedule of Class A Common Stock Subject to Possible Redemption - Class A Common Stock Subject to Possible Redemption [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Schedule of Class A Common Stock Subject to Possible Redemption [Line Items]
Class A common stock subject to possible redemption, balance	$ 10,847,403	$ 243,597,590
Less:
Redemptions	(5,421,323)	(234,830,236)
Due to shareholder	(21,644)	(628,758)
Accretion of carrying value to redemption value		(2,418,083)
Plus:
Accretion of Class A common stock subject to possible redemption amount	445,894
Plus:
Waiver of underwriting fee allocated to Class A Common Stock		5,126,890
Class A common stock subject to possible redemption, balance	$ 5,850,330	$ 10,847,403

Stockholders’ Deficit (Details) - $ / shares		9 Months Ended
Stockholders’ Deficit (Details) - $ / shares	Mar. 22, 2023	Sep. 30, 2024	Dec. 31, 2023
Stockholders’ Deficit [Line Items]
Preferred stock authorized		1,000,000	1,000,000
Preferred stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Preferred shares outstanding
Preferred shares issued
Common stock, votes per share		one
Preferred Stock [Member]
Stockholders’ Deficit [Line Items]
Preferred stock authorized		1,000,000
Class A Common Stock [Member]
Stockholders’ Deficit [Line Items]
Common stock shares authorized		200,000,000	200,000,000
Common stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Ratio to be applied to the stock in the conversion		20.00%
Class B Common Stock [Member]
Stockholders’ Deficit [Line Items]
Common stock shares authorized		20,000,000	20,000,000
Common stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock shares outstanding		900,000	900,000
Common stock shares issued		900,000	900,000
Conversion of stock shares issued	5,100,000
Common stock, votes per share		one
Common Stock [Member] \| Class A Common Stock [Member]
Stockholders’ Deficit [Line Items]
Common stock shares outstanding		5,619,080	6,100,945
Common stock shares issued		5,619,080	6,100,945

Warrants (Details) - $ / shares	9 Months Ended
Warrants (Details) - $ / shares	Sep. 30, 2024	Jun. 05, 2024	Dec. 31, 2023	Aug. 17, 2023
Warrants [Line Items]
Exercise price per share	$ 11.5
Expire term	5 years
Share redemption trigger price	$ 18
Redemption price per public warrant	$ 0.01
Consecutive trading days for redemption	30 days
Public Warrants [Member]
Warrants [Line Items]
Warrants outstanding (in Shares)	12,000,000
Public warrants exercisable business combination term	30 days
Private Placement Warrants [Member]
Warrants [Line Items]
Warrants outstanding (in Shares)			8,700,000
Exercise price per share	$ 1			$ 1
Price per founder share				$ 1
Maximum [Member]
Warrants [Line Items]
Adjusted trading days	30 days
Minimum [Member]
Warrants [Line Items]
Adjusted trading days	20 years
Class A Common Stock [Member]
Warrants [Line Items]
Exercise price per share	$ 18
Price per founder share		$ 0.0001
Class A Common Stock [Member] \| Private Placement Warrants [Member]
Warrants [Line Items]
Exercise price per share	11.5
Price per founder share	$ 11.5
Event Triggering Adjustment to the Exercise Price of Warrants [Member] \| Public Warrants [Member]
Warrants [Line Items]
Adjusted exercise price of warrants percent	115.00%
Warrant redemption price per share percentage	180.00%
Event Triggering Adjustment to the Exercise Price of Warrants [Member] \| Maximum [Member] \| Public Warrants [Member]
Warrants [Line Items]
Price per founder share	$ 9.2
Event Triggering Adjustment to the Exercise Price of Warrants [Member] \| Minimum [Member] \| Public Warrants [Member]
Warrants [Line Items]
Price per founder share	$ 9.2
Percentage of the proceeds to be used for business combination	60.00%

Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - Fair Value, Recurring [Member] - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Money Market Funds [Member] \| Quoted Prices in Active Markets (Level 1) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Investments held in Trust Account	$ 5,940,746
Money Market Funds [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Investments held in Trust Account
Money Market Funds [Member] \| Significant Other Unobservable Inputs (Level 3) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Investments held in Trust Account
Public Warrants [Member] \| Quoted Prices in Active Markets (Level 1) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Derivative liabilities
Public Warrants [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Derivative liabilities	600,000	361,200
Public Warrants [Member] \| Significant Other Unobservable Inputs (Level 3) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Derivative liabilities
Private Warrants [Member] \| Quoted Prices in Active Markets (Level 1) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Derivative liabilities
Private Warrants [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Derivative liabilities	435,000	261,890
Private Warrants [Member] \| Significant Other Unobservable Inputs (Level 3) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Derivative liabilities
U.S. Treasury Securities [Member] \| Quoted Prices in Active Markets (Level 1) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Investments held in Trust Account		10,664,690
U.S. Treasury Securities [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Investments held in Trust Account
U.S. Treasury Securities [Member] \| Significant Other Unobservable Inputs (Level 3) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Investments held in Trust Account

Subsequent Events (Details) - USD ($)																		9 Months Ended
Subsequent Events (Details) - USD ($)	Nov. 15, 2024	Oct. 23, 2024	Oct. 07, 2024	Aug. 21, 2024	Jul. 31, 2024	Jun. 06, 2024	Jun. 05, 2024	May 06, 2024	Mar. 20, 2024	Feb. 07, 2024	Feb. 02, 2024	Jan. 05, 2024	Dec. 15, 2023	Nov. 07, 2023	Oct. 07, 2023	Sep. 07, 2023	Sep. 06, 2023	Sep. 30, 2024	Sep. 30, 2023	Oct. 29, 2024	Oct. 14, 2024	Aug. 31, 2024	Jun. 21, 2024
Subsequent Events [Line Items]
Investment of cash into trust account																		$ 1,227,171	$ 500,000
Market capitalization																		5,000,000
Financing least amount																		$ 20,000,000
Percentage of purchase price accrue interest																		10.00%
Number of trading days																		5 days
Percentage of premium outstanding balance																		20.00%
Percentage of outstanding balances of purchase price																		1.00%
Outstanding percentage																		1.00%
Outstanding balance increasing percentage																		1.00%
Conversion price percentage																		90.00%
Reserve increments shares (in Shares)																		100,000
Tendered for redemption shares																		$ 426,135		$ 426,135
Trigger Date [Member]
Subsequent Events [Line Items]
Percentage of registration statement																		50.00%
Common Stock [Member]
Subsequent Events [Line Items]
Market capitalization																		$ 10,000,000
Common stock issuance (in Shares)																		7,500,000
Business Combination [Member]
Subsequent Events [Line Items]
Investment of cash into trust account				$ 10,382	$ 10,382	$ 10,382	$ 20,000	$ 20,000	$ 20,000	$ 20,000	$ 20,000	$ 20,000	$ 20,000	$ 20,000	$ 20,000	$ 20,000
Alpha Modus Corp. [Member]
Subsequent Events [Line Items]
Investor’s beneficial ownership percentage																		9.99%
Alpha Modus Corp. [Member] \| Common Stock [Member]
Subsequent Events [Line Items]
Investor’s beneficial ownership percentage																		4.99%
Subsequent Event [Member]
Subsequent Events [Line Items]
Net purchase price		$ 2,600,000
Original issue discount		260,000
Subsequent Event [Member] \| Secured Convertible Promissory Note [Member]
Subsequent Events [Line Items]
Aggregate principal amount		2,890,000
Subsequent Event [Member] \| Streeterville Capital, LLC [Member]
Subsequent Events [Line Items]
Aggregate principal amount		$ 30,000
Subsequent Event [Member] \| Common Stock [Member]
Subsequent Events [Line Items]
Common stock shares (in Shares)																					5,512,500
Subsequent Event [Member] \| Business Combination [Member]
Subsequent Events [Line Items]
Investment of cash into trust account	$ 10,382		$ 10,382
Common Stock [Member]
Subsequent Events [Line Items]
Price per share (in Dollars per share)					$ 0.02	$ 0.02	$ 0.02										$ 0.02	$ 0.02				$ 0.02
Common Stock [Member] \| Subsequent Event [Member] \| Business Combination [Member]
Subsequent Events [Line Items]
Price per share (in Dollars per share)	$ 0.02		$ 0.02
Series C Redeemable Convertible Preferred Stock [Member]
Subsequent Events [Line Items]
New shares of preferred stock (in Shares)																		7,500,000		7,500,000			7,500,000
IPO [Member]
Subsequent Events [Line Items]
Investment of cash into trust account							$ 20,000
Price per share (in Dollars per share)																		$ 10.05
IPO [Member] \| Business Combination [Member]
Subsequent Events [Line Items]
Investment of cash into trust account																		$ 10,382
Price per share (in Dollars per share)																		$ 0.02
IPO [Member] \| Subsequent Event [Member]
Subsequent Events [Line Items]
Investment of cash into trust account	$ 10,382
IPO [Member] \| Common Stock [Member]
Subsequent Events [Line Items]
Investment of cash into trust account																	$ 20,000
IPO [Member] \| Common Stock [Member] \| Subsequent Event [Member]
Subsequent Events [Line Items]
Price per share (in Dollars per share)	$ 0.02

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