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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K/A

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

July 29, 2024

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: (609) 751-9193

 

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. ☐

 

 

 

 

 

 

Explanatory Note

 

Insight Acquisition Corp. (the “Company”) is filing an amendment to its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 20, 2024 (the “Original Form 8-K”) solely for the purpose of amending and restating the Original Form 8-K to correct inadvertent errors contained in Item 3.01 of the Original Form 8-K regarding the name of the Nasdaq Stock Market LLC listing standard deficiency. Specifically, the Original Form 8-K erroneously reported that the “the Company’s listed securities failed to comply with the $15,000,000 market value of listed securities (“MVLS”) requirement for continued listing on The Nasdaq Capital Market” but should have stated that the “the Company’s listed securities failed to comply with the $15,000,000 market value of publicly held securities (“MVPHS”) requirement for continued listing on The Nasdaq Capital Market.” Other than as set forth in this Explanatory Note, this amendment does not amend any other disclosures in the Original Form 8-K. 

 

 

 

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing rule or Standard; Transfer of Listing.

 

Insight Acquisition Corp., a Delaware corporation (the “Company”), received a notice, dated July 29, 2024 (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”), stating that the Company’s listed securities failed to comply with the $15,000,000 market value of publicly held securities (“MVPHS”) requirement for continued listing on The Nasdaq Capital Market in accordance with Nasdaq Listing Rule 5450(b)(2)(C) based upon the Company’s MVPHS for the 30 consecutive business days prior to the date of the Notice.

 

The Notice has no immediate effect on the listing of the Company’s securities on Nasdaq and in accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided a period of 180 calendar days, or until January 27, 2025, in which to regain compliance. In order to regain compliance, the MVPHS of the Company must close at $15,000,000 or more for a minimum of ten consecutive business days during this 180-day period.

 

There can be no assurance that the Company will be able to regain compliance with the MVPHS requirement, or maintain compliance with the other Nasdaq continued listing requirements.

 

1

 

 

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: August 20, 2024  
   
INSIGHT ACQUISITION CORP.  
   
By: /s/ Michael Singer  
Name: Michael Singer  
Title: Executive Chairman and Chief Executive Officer  

 

 

2

 

v3.24.2.u1
Cover
Jul. 29, 2024
Document Type 8-K/A
Amendment Flag true
Amendment Description Insight Acquisition Corp. (the “Company”) is filing an amendment to its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 20, 2024 (the “Original Form 8-K”) solely for the purpose of amending and restating the Original Form 8-K to correct inadvertent errors contained in Item 3.01 of the Original Form 8-K regarding the name of the Nasdaq Stock Market LLC listing standard deficiency. Specifically, the Original Form 8-K erroneously reported that the “the Company’s listed securities failed to comply with the $15,000,000 market value of listed securities (“MVLS”) requirement for continued listing on The Nasdaq Capital Market” but should have stated that the “the Company’s listed securities failed to comply with the $15,000,000 market value of publicly held securities (“MVPHS”) requirement for continued listing on The Nasdaq Capital Market.” Other than as set forth in this Explanatory Note, this amendment does not amend any other disclosures in the Original Form 8-K. 
Document Period End Date Jul. 29, 2024
Entity File Number 001-40775
Entity Registrant Name Insight Acquisition Corp. /DE
Entity Central Index Key 0001862463
Entity Tax Identification Number 86-3386030
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 333 East 91st Street
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10128
City Area Code 609
Local Phone Number 751-9193
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant  
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, par value $0.0001 per share  
Title of 12(b) Security Class A Common Stock, par value $0.0001 per share
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  
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
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