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Market Information.
−Removed: Our units, Class A common stock and warrants are traded on The New York Stock Exchange under the symbols “INAQ.U,” “INAQ” and “INAQ.WS,” respectively.
−Removed: Our units commenced public trading on September 2, 2021, and our Class A common stock and warrants commenced public trading on October 25, 2021.
−Removed: As of March 1, 2022, there was one holder of record of our Units, one holder of record of our Class A common stock, 28 holders of record of our Class B common stock and one holder of record of our redeemable warrants.
+Added: Our units and Class A common stock are traded on The New York Stock Exchange under the symbols “INAQ.U,” and “INAQ” respectively.
+Added: Our warrants were traded on the New York Stock Exchange until they were delisted effective January 25, 2023.
+Added: Subsequent to the delisting, our warrants have traded on the OTC Pink Tier of the OTC Markets Group Inc.
+Added: under the symbol “INAQW”.
+Added: Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
+Added: Our units commenced public trading on September 2, 2021, and our Class A common stock commenced public trading on October 25, 2021.
+Added: Following the Special Meeting and stockholder redemptions in March 2023, the Company received a notice from the NYSE stating that, as a result of the stockholder redemptions, the Company does meet the continuing listing requirements of NYSE.
+Added: Specifically, the NYSE informed the Company that the market value of the Company’s publicly listed securities fell below $40 million and if it remains below $40 million on a 30-trading day average, the SPAC would be subject to suspension and delisting.
+Added: Currently, the SPAC will be subject to suspension and delisting on May 3, 2023.
+Added: Based on the notification received from the NYSE, the Company has commenced the process to transfer the listing of its securities from the NYSE to The Nasdaq Stock Market.
+Added: While the Company is presently in the application process, we expect the Company’s Class A common stock to be listed on the Nasdaq Global Market and the Company’s units and warrants to be listed on the Nasdaq Capital Market, prior to May 3, 2023.
+Added: As of April 12, 2023, there was one (1) holder of record of our Units, six (6) holders of record of our Class A common stock, twenty-three (23) holders of record of our Class B common stock and one (1) holder of record of our redeemable warrants.
We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination.
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On April 30, 2021, our sponsor agreed to loan us an aggregate of up to $300,000 to cover expenses related to our IPO pursuant to a promissory note.
−Removed: This loan was non-interest bearing
−Removed: and payable upon the completion of our IPO.
+Added: This loan was non-interest bearing and payable upon the completion of our IPO.
We borrowed approximately $163,000 under the promissory note.
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In connection with the closing of the IPO, our sponsor sold a total of 1,350,000 founder shares to the Institutional Anchor Investors at their original purchase price.
−Removed: The founder shares will automatically convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one
−Removed: basis, subject to adjustment as set forth in our final prospectus, filed with the SEC on September 2, 2021.
+Added: The founder shares will automatically convert into shares of our Class A common stock at the time of our initial business combination or upon the election of each holder on a one-for-one basis, subject to adjustment as set forth in our final prospectus, filed with the SEC on September 2, 2021.
On September 7, 2021, we consummated our IPO of 24,000,000 Units at a price of $10.00 per Unit, generating total gross proceeds of $240,000,000.
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Odeon Capital Group, LLC (“Odeon”) acted as lead manager.
−Removed: The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1,
−Removed: as amended (Registration No.
+Added: The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1, as amended (Registration No.
The offering has been completed and all of the Units registered pursuant to the registration statement, other than the Units underlying the underwriter’s over-allotment option, were sold.
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We did not repurchase shares of our common stock during the year ended December 31, 2022.
+Added: The Special Meeting, Charter Amendment and Redemptions
+Added: As previously disclosed, On March 6, 2023 the Company held a special meeting (the “Special Meeting”) of stockholders.
+Added: At the Special Meeting, the Company’s stockholders voted on and approved the following proposals:
+Added: (i) a proposal to amend the Charter to extend the date by which the Company has to consummate a business combination for an additional one month, from March 7, 2023 to April 7, 2023 and thereafter, at the discretion of the board of directors of the Company and without a vote of the stockholders, up to five (5) times for an additional one month each time, for a total of up to five additional months to September 7, 2023 (the “First Charter Amendment Proposal”), (ii) a proposal to amend the Company’s amended and restated certificate of incorporation (the “Charter”) to eliminate from the Charter the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Second Charter Amendment Proposal”), and (iii) a proposal to amend the Charter to provide for the right of a holder of Class B common stock of the Company, par value $0.0001 per share (“Class B Common Stock”) to convert such shares into shares of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”) on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Third Charter Amendment Proposal” and together with the First Charter Amendment Proposal and the Second Charter Amendment Proposal, the “Charter Amendment Proposals”).
+Added: The results of the Special Meeting were previously disclosed in the Company’s Current Report on Form 8-K, which was filed on March 8, 2023, and is incorporated herein by reference.
+Added: Following the Special Meeting, on March 6, 2023, as described below under Item 5.07, the stockholders of Insight Acquisition Corp.
+Added: (the “Company” or “INAQ”) approved an amendment to the Company’s Charter to implement the Charter Amendment Proposals, as defined above (together, the “Charter Amendment”).
+Added: In connection with the Charter Amendments, stockholders redeemed 21,151,393 shares of Class A Common Stock, which represents approximately 88.1% of the shares that were part of the units that were sold in the Company’s initial public offering.
+Added: Following such redemptions, approximately $28,744,831 will remain in the trust account and 2,848,607 shares of Class A Common Stock will remain issued and outstanding.
+Added: The Charter Amendment became effective on March 6, 2023 upon filing with the Secretary of State of the State of Delaware.
+Added: See The Company’s Current Report on Form 8-K, which was filed on March 8, 2023, and is incorporated herein by reference.
+Added: A copy of the Charter Amendment is attached hereto as Exhibit 3.2 , and is incorporated herein by reference.
+Added: On March 28, 2023, the board of directors of the Company approved a one-month extension of the date by which the Company has to consummate a business combination to May 7, 2023 and authorized management to deposit $80,000 into the Trust Account for such extension.
+Added: Accordingly, management deposited $80,000 into the Trust Account and the date by which the Company has to consummate a business combination has been extended to May 7, 2023.
+Added: NYSE Delisting Notification
+Added: Following the Special Meeting and stockholder redemptions, the Company received a notice from the NYSE stating that, as a result of the stockholder redemptions, the Company does meet the continuing listing requirements of NYSE.
+Added: Specifically, the NYSE informed the Company that the market value of the Company’s publicly listed securities fell below $40 million and if it remains below $40 million on a 30-trading day average, the SPAC would be subject to suspension and delisting.
+Added: Currently, the SPAC is subject to suspension and delisting on May 3, 2023.
+Added: Based on the notification received from the NYSE, the Company has commenced the process to transfer the listing of its securities from the NYSE to The Nasdaq Stock Market.
+Added: While the Company is presently in the application process, we expect the Company’s Class A common stock to be listed on the Nasdaq Global Market and the Company’s units and warrants to be listed on the Nasdaq Capital Market, prior to May 3, 2023.
+Added: Conversion of Class B shares of common stock to Class shares of common stock.
+Added: As of December 31, 2022, the Company had 6,000,000 shares of Class B common stock issued and outstand.
+Added: On March 22, 2023, holders of 5,100,000 shares of Class B common stock, converted such shares to Class A common stock.
+Added: Accordingly, following such conversion the Company has 7,948,607 shares of Class A common stock issued and outstanding and 900,000 shares of Class B common stock issued and outstanding.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.