Business Context and Reporting Period
This Form 8-K is filed by Insight Acquisition Corp. (not Alpha Modus Holdings, Inc.) on April 18, 2023. The registrant is a Special Purpose Acquisition Company (SPAC) incorporated in Delaware. The filing addresses regulatory compliance issues with the New York Stock Exchange (NYSE) regarding late filing of the 2022 Annual Report and subsequent delisting risks due to market value thresholds.
Key Financial Metrics
The filing text does not provide specific revenue, profit, cash flow, margin, or debt figures. The only financial metric disclosed is the market value of publicly listed securities, which fell below $40 million following stockholder redemptions.
Material Changes
- Listing Status: The Company received notice of potential delisting from the NYSE because the market value of its publicly listed securities dropped below the $40 million requirement.
- Compliance Resolution: The Company successfully filed its Form 10-K for the fiscal year ended December 31, 2022, on April 19, 2023, avoiding an immediate "late filer" designation.
- Exchange Transfer: The Company has initiated a transfer of its Class A Common Stock and Units from the NYSE to The Nasdaq Stock Market (specifically the Nasdaq Global Market and Nasdaq Capital Market) to avoid suspension and delisting scheduled for May 3, 2023.
Outlook, Risks, and Management Commentary
- Delisting Risk: The SPAC faces suspension and delisting on May 3, 2023, if the market value of securities remains below $40 million on a 30-trading day average.
- Trading Commencement: Management expects trading to commence on The Nasdaq Stock Market on Tuesday, May 2, 2023, subject to confirmation.
- Management Action: The Company is actively processing the application to transfer listings to Nasdaq to maintain public trading status.
Investor Verification Checklist
- Confirm the exact date trading commences on The Nasdaq Stock Market (currently expected May 2, 2023).
- Verify the current market value of publicly listed securities to ensure it meets Nasdaq listing requirements.
- Review the attached Press Release (Exhibit 99.1) for additional details on the transfer process.
- Monitor for any further notices from the NYSE or Nasdaq regarding the finalization of the listing transfer.