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0001862463 false Insight Acquisition Corp. /DE 0001862463 2023-11-06 2023-11-06 0001862463 INAQ:UnitsEachConsistingOfOneShareOfClassCommonStockAndOnehalfOfOneRedeemableWarrantMember 2023-11-06 2023-11-06 0001862463 INAQ:ClassCommonStockParValue0.0001PerShareMember 2023-11-06 2023-11-06 0001862463 INAQ:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50Member 2023-11-06 2023-11-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

November 6, 2023

Date of Report (Date of earliest event reported)

 

Insight Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

 

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

 

333 East 91st Street
New York, NY
  10128
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (203) 353-7610

 

N/A

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

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

 

Title of each class   Trading Symbol   Name of each exchange on which registered
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, par value $0.0001 per share   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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 


 

Item 8.01 Other Events. 

 

On November 6, 2023, Insight Acquisition Corp. (the “Company”) and Insight Acquisition Sponsor, LLC (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.

 

The foregoing description of the Rescission Agreement is qualified in its entirety by reference to the full text of the Rescission Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

Exhibit #   Description
10.1   Rescission Agreement, dated November 6, 2023, by and between Insight Acquisition Corp. and Insight Acquisition Sponsor, LLC
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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 6, 2023  
   
INSIGHT ACQUISITION CORP.  
   
By: /s/ Michael Singer  
Name:  Michael Singer  
Title: Executive Chairman  

 

 

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EX-10.1 2 ea187816ex10-1_insightacq.htm RESCISSION AGREEMENT, DATED NOVEMBER 6, 2023, BY AND BETWEEN INSIGHT ACQUISITION CORP. AND INSIGHT ACQUISITION SPONSOR, LLC

Exhibit 10.1

 

RESCISSION AGREEMENT

 

This Rescission Agreement (this “Agreement”) is made and entered into on November 6, 2023, by and between Insight Acquisition Corp., a Delaware corporation (the “Maker”), and Insight Acquisition Sponsor, LLC, a Delaware limited liability company (the “Payee”). The Maker and Payee are collectively referred to herein as the “Parties.”

 

RECITALS

 

WHEREAS, the Maker and Payee are parties to a certain promissory note in the principal amount of $480,000 and executed on August 17, 2023 (the “Note”) pursuant to which Maker agreed to pay Payee the principal amount of $480,000 subject to the terms and conditions of the Note.

 

WHEREAS, this Agreement (and the rescission described hereunder) is to be executed and effectuated in the same tax year as the Parties entered into the Note (and the transactions described thereunder);

 

WHEREAS, the Parties subsequently determined that it is fair, and in their collective best interests, to formally rescind and nullify the Note and, as applicable, without effectuating the transactions as if they never occurred upon the terms and subject to the conditions set forth in this Agreement (the “Rescission”); and

 

WHEREAS, the Maker and Payee desire to rescind and nullify the Note, subject to the terms and conditions set forth herein.

 

AGREEMENT

 

NOW THEREFORE, in consideration of the mutual premises and covenants contained herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

 

1. Incorporation of Recitals. The foregoing recitals are hereby incorporated in and made a part of this Agreement by this reference.

 

2. Rescission and Nullification of Agreement.

 

(a) 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 Parties shall be restored to what would have existed had the Parties not entered into the Note. In furtherance of the foregoing, the Parties confirm and agree that the transactions described in or contemplated by the Note have, as applicable, not been effectuated and are hereby terminated and voided as if such Note was never entered into and such transactions never occurred.

 

(b) Each Party on behalf of itself and its respective officers, directors, shareholders, members, partners, agents, assigns, heirs, employees executors and attorneys (collectively, “Affiliates”) hereby forever and finally releases, relieves, acquits, absolves and discharges the other Parties and their respective Affiliates from any and all losses, claims, debts, liabilities, demands, obligations, promises, acts, omissions, agreements, costs and expenses, damages, injuries, suits, actions and causes of action, of whatever kind or nature, whether known or unknown, suspected or unsuspected, contingent or fixed, that they may have against any of the other Parties or their respective Affiliates based upon, related to, or by reason of any matter, cause, fact, act or omission occurring or arising at any moment out of Section 2 of this Agreement or the Note.

 

 

 


 

3. Representations and Warranties of Parties. Each of the Parties represents and warrants that it has full legal capacity and authority to enter into the Agreement, and is not bound by any agreement, instrument or governmental order prohibiting it from entering into this Agreement and performing in accordance with the terms and conditions hereof.

 

4. Further Assurances. Each of the Parties shall take all reasonable actions necessary to comply promptly with all legal requirements which may apply with respect to the Rescission and will promptly cooperate with and furnish information to the other party in connection with any such requirements.

 

5. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and assigns.

 

6. Entire Agreement. This Agreement constitutes the entire agreement of the Parties.

 

7. Governing Law. This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws principles.

 

8. Modification. This Agreement may not be amended or supplemented at any time unless by a writing executed by the Parties.

 

9. Headings. The headings in this Agreement are solely for convenience or reference and shall not affect its interpretation.

 

10. Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile or other electronic transmission, and any such executed facsimile or electronic copy shall be treated as an original.

 

[The balance of this page is intentionally left page.]

 

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IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its authorized representative as of the date first set forth above.

 

Maker   Payee
     
Insight Acquisition Corp.   Insight Acquisition Sponsor, LLC
     
By: /s/ Michael Singer   By: /s/ Jeff Gary
  Michael Singer, Executive Chairman     Jeff Gary, Manager

 

 

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