IPO and Trust Account - The Company completed an IPO on September 7, 2021, raising gross proceeds of $240.0 million with offering costs of approximately $17.5 million[195]. - Following the IPO, $241.2 million was placed in a Trust Account, invested in U.S. government securities or money market funds[196]. - The Company has until December 7, 2023, to complete a Business Combination, with the option to extend this period by depositing $20,000 per month into the Trust Account[198]. - If the Company fails to complete a Business Combination by the deadline, it will redeem Public Shares at a price equal to the amount in the Trust Account divided by the number of outstanding Public Shares[198]. Business Combination Agreements - The Company entered into a business combination agreement with Avila Energy Corporation on April 3, 2023, but this agreement was mutually terminated on August 10, 2023[202][203]. - Avila will reimburse the Company $300,000 for expenses incurred in connection with the terminated agreement, with payments structured over several months[203]. - The Company has a forward share purchase agreement that was terminated due to the cancellation of the Avila BCA[205]. - The Business Combination Agreement with Alpha Modus was approved by stockholders, allowing for the merger and the issuance of 7,500,000 new shares of preferred stock[210]. Financial Contributions and Agreements - A Subscription Agreement was established with Polar Multi-Strategy Master Fund, allowing for funding of up to $1,000,000 to cover working capital expenses[206]. - In September 2023, Polar funded the Company $150,000 under the Subscription Agreement[206]. - The Company will issue one (1) share of Class A Common Stock for each dollar funded by Polar through Capital Calls, with no transfer restrictions on the Subscription Shares[207]. - In the event of a default by the Sponsor, they must transfer 0.1 share of Class A or Class B Common Stock for each $1 funded by Polar, repeating this for each month the default continues[208]. - The aggregate advance under the Subscription Agreement from Polar was reduced from $1,000,000 to $975,000, with specific conditions for share issuance based on the business combination[226]. Financial Performance and Liabilities - For the three months ended September 30, 2024, the company reported a net loss of approximately $236,000, primarily due to a $228,000 loss on the change in the fair value of derivative liabilities[258]. - For the nine months ended September 30, 2024, the company had a net loss of approximately $2.7 million, which included approximately $1.1 million in stock compensation expense and $960,000 in general and administrative costs[259]. - For the nine months ended September 30, 2023, the company reported a net income of approximately $284,000, driven by a $2.9 million gain on investments held in the Trust Account[261]. - The company booked a liability of $2,402,516 for the excise tax based on 1% of shares redeemed during the reporting period[250]. - The company is currently evaluating its options regarding the payment of its excise tax liability, which could incur additional interest and penalties estimated at 10% per annum[253]. - The company is subject to a potential excise tax liability that must be filed and paid by October 31, 2024, for any liabilities incurred during 2023[252]. Share Redemptions - In connection with the March 6, 2023 meeting, 21,151,393 shares were redeemed for a total payment of $215,621,387[247]. - At the annual meeting on September 6, 2023, 1,847,662 shares were tendered for redemption, resulting in a total payment of $19,208,848[248]. - At the special meeting on June 5, 2024, 481,865 shares were tendered for redemption for a total payment of $5,421,323[249]. Company Operations and Management - The Company has not generated any operating revenues since inception and will not do so until the completion of its initial Business Combination[257]. - The Board appointed Glenn Worman as the new Chief Financial Officer, effective April 21, 2024, following the removal of Mr. Gary from the CEO and CFO positions[219]. - Mr. Gary transferred $891,000 back to the Company between October 10, 2023, and November 2, 2023, after being directed by the Board to return funds used for Company expenses[215]. Compliance and Future Outlook - The company received a notice from Nasdaq on September 27, 2024, indicating non-compliance with IM-5101-2 due to failure to complete a business combination by September 1, 2024, risking delisting[235]. - The company has until December 7, 2024, to consummate a business combination, with substantial doubt raised about its ability to continue as a going concern[242]. - As of September 30, 2024, the company had $11,810 in its operating bank account and a working capital deficit of $5,274,211[237]. Underwriting and Fees - Odeon Capital Group LLC will receive 90,000 shares of IAC common stock at the closing of the Business Combination, waiving further underwriting commissions[228]. - Cantor Fitzgerald & Co. will receive 210,000 shares of IAC common stock at the closing and will be liable for liquidated damages of $4,000,000 if registration obligations are not met[228]. - As of September 30, 2024, the company had $6.6 million outstanding under deferred underwriting fees payable[263]. - The company has entered into agreements with underwriters to modify the payment structure of deferred underwriting discounts, including accepting shares in lieu of cash[265][267]. - The company has no off-balance sheet arrangements as of September 30, 2024[273].
Insight Acquisition Corp.(INAQU) - 2024 Q3 - Quarterly Report