10/31/2024 | Press release | Distributed by Public on 10/31/2024 04:05
Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 29, 2024, Insight Acquisition Corp. (the "Company" or "IAC") held a Special Meeting of Stockholders (the "Special Meeting"). On September 18, 2024, the record date for the Special Meeting, there were 6,519,080 shares of common stock of the Company entitled to be voted at the Special Meeting, consisting of 5,619,060 shares of Class A common stock and 900,000 shares of Class B common stock voting together as a single class (the "common stock"). At the Special Meeting there were 5,555,475shares of common stock of the Company or 85.22 % of which were represented in person or by proxy.
Proposal 1. Business Combination Proposal
A proposal to consider and vote upon a proposal to approve and adopt 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 IAC, 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 IAC (the "Business Combination"). Adoption of the Business Combination Proposal required approval by the affirmative vote of at least 65% of the Company's outstanding shares of common stock. The voting results were as follows:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
5,555,475 | 0 | 0 | 0 |
The Business Combination Proposal was approved by the Company's stockholders holding 5,555,475shares or approximately 85.22% of the outstanding shares of common stock of the Company.
Proposal 2. Amended and Restated Charter Proposal
A proposal to consider and vote upon a proposal to amend IAC'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." Adoption of the Amended and Restated Charter Proposal required approval by the affirmative vote of at least 65% of the Company's outstanding shares of common stock. The voting results were as follows:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
5,555,475 | 0 | 0 | 0 |
The Amended and Restated Charter Proposal was approved by the Company's stockholders holding 5,555,475shares or approximately 85.22% of the outstanding shares of common stock of the Company.