What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-04-19 compared with 2022-03-31 · 456 added, 305 removed, 842 unchanged (47% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal period ended December 31, 2021, as such term is defined in Rules 13a-15(e)

and 15d-15(e)

under the Exchange Act.

Based on this evaluation, our principal executive officer and principal financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective as of December 31, 2021, solely because of a material weakness in our internal control over financial reporting related to our accounting for complex financial instruments.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically, the Company’s management has concluded that our control around the interpretation and accounting for certain complex features of the Class A common stock and warrants issued by the Company was not effectively designed or maintained.

This material weakness resulted in the restatement of the Company’s balance sheet as of September 7, 2021.

Additionally, this material weakness could result in a misstatement of the Class A common stock and related accounts and disclosures that would result in a material misstatement of the financial statements that would not be prevented or detected on a timely basis.

Based on this evaluation, our principal executive officer and principal financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective as of December 31, 2022 due to two identified significant deficiencies that resulted in the Company’s inability to file the Annual Report on Form 10-K timely and resulted in a material weakness.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Controls Over Financial Reporting

This Annual Report on Form 10-K

does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with U.S.

Management identified two signifcant deficiencies that resulted in immaterial revisions to its previously reported financial statements contained in its Annual Report on Form 10K for the year ended December 31, 2021, and the quarterly unaudited financial statements contained in its Form 10Qs for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022.

The revisions are reported in Note 2 to the financial statements reported in Item 8 to this Annual Report on Form 10-K contained herein.

The signifcant deficiencies related to a missed adjustment for shares that were forfeited on October 16, 2021 and a calculation error in the supporting documents for the Company’s income tax footnote.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013).

Based on our assessments and those criteria, management determined that our internal controls over financial reporting were not effective as of December 31, 2022.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2021 covered by this Annual Report on Form 10-K

that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting except for the below:

Our principal executive officer and principal financial officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for complex features of the Class A common stock and warrants.

The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting.

While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management intends to remediate the identified material weakness by implementing a more timely reporting schedule and incorporating additional reviews of the financial statement support for future quarters.

Other Information.

10 unchanged sentences

Our directors and executive officers are as follows:

Michael Singer

has served as our Executive Chairman and as a director since April 2021.

Michael Singer has served as our Executive Chairman and as a director since April 2021.

He is the Managing Partner of Alternative Insight, LLC.

6 unchanged sentences

Prior to that, he was Head of Alternative Investments at Third Avenue Management.

From 2004 to 2009, he was co-President

of Ivy Asset Management, an institutional fund of hedge funds business.

From 2004 to 2009, he was co-President of Ivy Asset Management, an institutional fund of hedge funds business.

Singer began his career at Weiss, Peck & Greer, where he spent nine years and served as Senior Managing Director and Executive Committee Member.

3 unchanged sentences

Singer’s deep asset management industry background, coupled with broad operational and transactional experience, make him well qualified to serve as Executive Chairman of our board of directors.

has served as our Chief Executive Officer, Chief Financial Officer and as a director since April 2021.

Gary has a 30-year track

record in the investment and financial services industry, including significant M&A experience.

Jeffrey Gary has served as our Chief Executive Officer, Chief Financial Officer and as a director since April 2021.

Gary has a 30-year track record in the investment and financial services industry, including significant M&A experience.

He is an experienced board member and investor, having worked on numerous transactions with SPACs and public and private equity companies and has directly led audit, fiduciary, and corporate governance committees of these companies.

12 unchanged sentences

His role also included making investments and negotiating capital structures for numerous corporate buyout and acquisition transactions.

He also successfully launched and managed several new investment businesses between 1996 and 2018, and was an angel investor/advisor for a start-up healthcare

He also successfully launched and managed several new investment businesses between 1996 and 2018, and was an angel investor/advisor for a start-up healthcare company.

For a number of years, Mr.

11 unchanged sentences

Gary also served on the Board of Directors and as the Chief Financial Officer of Fusion II from February 2021 until January 2022.

Gary earned a Bachelor of Science in

Accounting from Penn State University in 1984 and a Master of Business Administration in Finance and International Business from Northwestern University (Kellogg) in 1991.

Gary earned a Bachelor of Science in Accounting from Penn State University in 1984 and a Master of Business Administration in Finance and International Business from Northwestern University (Kellogg) in 1991.

Gary is a Certified Public Accountant.

1 unchanged sentence

Gary’s significant experience in the financial services industry and with M&A and SPAC transactions and service on numerous public company and private company boards of directors make him well qualified serve on our board of directors.

David Brosgol

, one of our directors since September 2021, is General Counsel of Voyager Digital, a crypto-asset trading platform for retail and institutional investors.

David Brosgol , one of our directors since September 2021, is General Counsel of Voyager Digital, a crypto-asset trading platform for retail and institutional investors.

Prior to joining Voyager Digital in February 2021, Mr.

10 unchanged sentences

Brosgol’s substantial experience in securities, digital assets and blockchain technology, investment management, finance and corporate governance make him well qualified to serve on our board of directors.

Victor Pascucci, III

, one of our directors since September 2021, has served as Managing Partner at Energy Capital Ventures, an early-stage venture capital fund focused on the energy sector, and an Advisory Partner at IA Capital, an early-stage venture capital fund focused on the insurance and fintech sector, each since January 2020.

Victor Pascucci, III , one of our directors since September 2021, has served as Managing Partner at Energy Capital Ventures, an early-stage venture capital fund focused on the energy sector, and an Advisory Partner at IA Capital, an early-stage venture capital fund focused on the insurance and fintech sector, each since January 2020.

From January 2017 to January 2020, Mr.

13 unchanged sentences

Pascucci’s substantial experience in venture capital, Fintech, insurtech, leading and structuring venture capital, joint venture and merger/acquisition transactions, corporate leadership and strategy and board advisory make him well qualified to serve on our board of directors.

William Ullman

, one of our directors since September 2021, is the Chief Executive Officer of Water Street Advisors LLC, a registered investment advisor.

William Ullman , one of our directors since September 2021, is the Chief Executive Officer of Water Street Advisors LLC, a registered investment advisor.

He is also the Founder and Chief Executive Officer of The Daily FinQ, a mobile application designed to help Americans become smarter about money and finance, since 2019.

10 unchanged sentences

We believe Mr.

Ullman’s substantial experience as an investment banker covering financial institutions, an operating executive, an investment manager, an advisor to financial technology start-ups and

a board member make him well qualified to serve on our board of directors.

Ullman’s substantial experience as an investment banker covering financial institutions, an operating executive, an investment manager, an advisor to financial technology start-ups and a board member make him well qualified to serve on our board of directors.

Number and Terms of Office of Officers and Directors

18 unchanged sentences

We also set aside up to $15,000 per month for services rendered to us by members of our management team, subject to approval by our board of directors, commencing on the date that our securities were first listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation.

In addition, our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

In addition, our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, executive officers or directors, or our or their affiliates.

Any such payments prior to an initial business combination will be made from funds held outside the trust account.

expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.

10 unchanged sentences

an audit committee, a compensation committee and a nominating and corporate governance committee.

Subject to phase-in

rules, the rules of the NYSE and Rule 10A-3

of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of the NYSE require that each of the compensation committee and nominating and corporate governance committee of a listed company be comprised solely of independent directors.

Subject to phase-in rules, the rules of the NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of the NYSE require that each of the compensation committee and nominating and corporate governance committee of a listed company be comprised solely of independent directors.

The charter of each committee is available on our website.

8 unchanged sentences

the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

pre-approving all

audit and non-audit services

to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies

and procedures;

pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence;

2 unchanged sentences

meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated

by the SEC prior to us entering into such transaction;

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

33 unchanged sentences

www.insightacqcorp.com.

If we make any amendments to our Code of Business Conduct and Ethics other than technical, administrative or other non-substantive

amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or the NYSE rules, we will disclose the nature of such amendment or waiver on our website.

If we make any amendments to our Code of Business Conduct and Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or the NYSE rules, we will disclose the nature of such amendment or waiver on our website.

The information included on our website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

68 unchanged sentences

• Board Member

Entity’s Business

• Berkshire Global

15 unchanged sentences

(i) one year after the completion of our initial business combination and (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their common stock for cash, securities or other property.

period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup.

Notwithstanding the foregoing, if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup.

Subject to certain limited exceptions, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination.

24 unchanged sentences

No compensation of any kind, including finder’s and consulting fees, will be paid by us to our sponsor, executive officers or directors or any affiliate of our sponsor, executive officers or directors, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

However, these individuals will be reimbursed for any out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

14 unchanged sentences

of Issued and

Outstanding Class A Common Stock

Outstanding Class A

of Issued and

7 unchanged sentences

William Ullman(3)

Other 5% Beneficial Owners

LMR Partners(4)

Polar Asset(6)

All directors and officers as a group (5 individuals)

Less than one percent.

Unless otherwise noted, the business address of each of the following is 333 East 91 st

Street, New York, New York 10128.

Unless otherwise noted, the business address of each of the following is 333 East 91 st Street, New York, New York 10128.

Insight Acquisition Sponsor LLC is the record holder of the shares reported herein.

8 unchanged sentences

This individual is a member of our sponsor, as described in footnote 2.

Based solely upon the Schedule 13G/A filed by LMR Partners LLP and certain other reporting persons filing therewith (collectively, “LMR Partners”) on February 14, 2022.

The address of LMR Partners is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.

Based solely upon the Schedule 13G filed by PEAK6 Capital Management LLC and certain other reporting persons filing therewith (collectively, “PEAK6”) on February 14, 2022.

The address of PEAK6 is 141 W.

Jackson Blvd, Suite 500, Chicago, Illinois 6604.

Based solely upon the Schedule 13G filed by Polar Asset Management Partners Inc.

(“Polar Asset”) on February 9, 2022.

The address of Polar Asset is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.

Based solely upon the Schedule 13G filed by Atalaya Capital Management LP and certain other reporting persons filing therewith (collectively, “Atalaya”) on September 9, 2021.

The address of Atalaya is One Rockefeller Plaza, 32nd Floor, New York, NY 10020.

Certain Relationships and Related Transactions, and Director Independence.

7 unchanged sentences

The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial business combination.

We currently utilize office space at 333 East 91 st

Street, New York, New York 10128 from our sponsor.

We currently utilize office space at 333 East 91 st Street, New York, New York 10128 from our sponsor.

We pay our sponsor $10,000 per month for office space, secretarial and administrative services provided to members of our management team.

1 unchanged sentence

Except as otherwise disclosed in this Report, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination.

However, these individuals will be reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates.

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.

This loan was non-interest bearing

and payable upon the completion of our IPO.

This loan was non-interest bearing and payable upon the completion of our IPO.

We borrowed approximately $163,000 under the promissory note.

21 unchanged sentences

(iii) any immediate family member of any of the foregoing if the foregoing person is a natural person;

and (iv) any other person who may be a “related person” pursuant to Item 404 of Regulation S-K under

the Exchange Act.

with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its stockholders and (v) the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees.

and (iv) any other person who may be a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act.

Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its stockholders and (v) the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees.

Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto.

9 unchanged sentences

The following is a summary of fees paid to WithumSmith+Brown, PC, for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end

financial statements, reviews of our quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.

The aggregate fees billed by WithumSmith+Brown, PC for audit fees, inclusive of required filings with the SEC for the period from April 20, 2021 (inception) through December 31, 2021, and of services rendered in connection with our IPO, our quarterly review and audit of the Company’s financial statements totaled $125,285.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements, reviews of our quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.

The aggregate fees billed by WithumSmith+Brown, PC for audit fees, inclusive of required filings with the SEC for the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021, and of services rendered in connection with our IPO, our quarterly review and audit of the Company’s financial statements totaled $113,515 and $125,285, respectively.

Audit-Related Fees .

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end

financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

We did not pay WithumSmith+Brown, PC any audit-related fees for the period from April 20, 2021 (inception) through December 31, 2021.

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

We did not pay WithumSmith+Brown, PC any audit-related fees for the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021.

Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

We did not pay WithumSmith+Brown, PC any tax fees and for the period from April 20, 2021 (inception) through December 31, 2021.

We did not pay WithumSmith+Brown, PC any tax fees and for the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021.

All Other Fees .

All other fees consist of fees billed for all other services.

We did not pay WithumSmith+Brown, PC any other fees for the period from April 20, 2021 (inception) through December 31, 2021.

We did not pay WithumSmith+Brown, PC any other fees for the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our IPO.

As a result, the audit committee did not pre-approve

all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve

all auditing services and permitted non-audit

services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit

services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits, Financial Statement Schedules.

1 unchanged sentence

Financial Statements:

See “Index to Financial Statements” on page F-1

of the accompanying financial statements.

See “Index to Financial Statements” on page F-1 of the accompanying financial statements.

Financial Statement Schedules.

3 unchanged sentences

Underwriting Agreement, dated September 1, 2021, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on September 7, 2021) .

Amendment to Underwriting Agreement, dated March 28, 2021, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters.

Business Combination Agreement, dated as of April 3, 2023, by and among Insight Acquisition Corp., Avila Amalco Sub Inc.

and Avila Energy Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on April 4, 2023)

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on September 7, 2021)

Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated March 6, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on March 8, 2023)

Bylaws (incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement on Form S-1 (File No.

7 unchanged sentences

Warrant Agreement, dated September 1, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on September 7, 2021)

Description of the Company’s securities

Description of the Company’s securities (incorporated by reference to Exhibit 4.5 of the Company’s Annual Report on Form 10-K filed on March 31, 2022)

Letter Agreement, dated September 1, 2021, by and among the Company, its executive officers, its directors and Insight Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on September 7, 2021)

11 unchanged sentences

333-258727) initially filed on August 11, 2021)

Amended and Restated Sponsor Support Agreement, dated as of April 3, 2023, by and among Insight Acquisition Corp., Avila Energy Corporation and founding stockholders of Insight Acquisition Corp.

(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on April 4, 2023)

Form of Company Support & Lock-Up Agreement, dated as of April 3, 2023, by and among Avila Energy Corporation, Insight Acquisition Corp.

and certain stockholders of Avila Energy Corporation (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on April 4, 2023)

Amended and Restated Registration Rights Agreement, dated as of April 3, 2023, by and among Insight Acquisition Corp., Avila Energy Corporation and IPO underwriters of Insight Acquisition Corp.

(incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on April 4, 2023)

Forward Share Purchase Agreement dated as of March 29 2023, by and among Insight Acquisition Corp., Avila Energy Corporation, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on April 4, 2023)

Power of Attorney (included on signature page of this annual report).

13 unchanged sentences

Filed herewith.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, in New York City, New York, on the 31st

day of March, 2022.

Form 10-K Summary.

INSIGHT ACQUISITION CORP.

3 unchanged sentences

POWERS OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Michael Singer and Jeffrey Gary, each acting alone, his or her true and lawful attorneys-in-fact

and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this annual report on Form 10-K

(including amendments thereto), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact

and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact

and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Michael Singer and Jeffrey Gary, each acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this annual report on Form 10-K (including amendments thereto), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this annual report has been signed below by the following persons in the capacities and on the dates indicated.

/s/ Michael Singer

Executive Chairman

March 31, 2022

Michael Singer

Executive Chairman

(Principal executive officer)

April 18, 2023

/s/ Jeffrey Gary

Chief Executive Officer, Chief Financial Officer and Director

March 31, 2022

(Principal financial and accounting officer)

April 18, 2023

/s/ David Brosgol

March 31, 2022

David Brosgol

April 18, 2023

/s/ Victor Pascucci, III

March 31, 2022

Victor Pascucci, III

April 18, 2023

/s/ William Ullman

March 31, 2022

William Ullman

April 18, 2023

INSIGHT ACQUISITION CORP.

1 unchanged sentence

Report of Independent Registered Public Accounting Firm

Balance Sheet as of December 31, 2021

Statement of Operations for the period from April 20, 2021 (inception) through December 31, 2021

Statement of Changes in Stockholder’s Deficit for the period from April 20, 2021 (inception) through December 31, 2021

Statement of Cash Flows for the period from April 20, 2021 (inception) through December 31, 2021

Balance Sheets as of December 31, 2022 and 2021

Statements of Operations for the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021

Statements of Changes in Stockholders’ Deficit for the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021

Statements of Cash Flows for the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of

1 unchanged sentence

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Insight Acquisition Corp.

(the “Company”) as of December 31, 2021, the related statements of operations, changes in stockholders’ equity and cash flows for the period from April 20, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period from April 20, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheets of Insight Acquisition Corp.

(the “Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in stockholders’ deficit and cash flows for the year ended December 31, 2022 and the period from April 20, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and the period from April 20, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, if the Company is unable to complete a business combination by March 7, 2023 then the Company will cease all operations except for the purpose of liquidating.

The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by May 7, 2023 then the Company will cease all operations except for the purpose of liquidating.

The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

2 unchanged sentences

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits include performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

1 unchanged sentence

New York, New York

arch 31, 2022

April 18, 2023

PCAOB ID Number 100

INSIGHT ACQUISITION CORP

BALANCE SHEET

DECEMBER 31, 2021

BALANCE SHEETS

DECEMBER 31, 2022 AND 2021

Current assets:

7 unchanged sentences

Accrued expenses—related party

Income tax payable

Franchise tax payable

Total current liabilities

Deferred tax liability

Deferred underwriting commissions in connection with the Initial Public Offering

3 unchanged sentences

Class A common stock subject to possible redemption, $ 0.0001 par value;

24,000,000 shares at $ 10.05 per share

24,000,000 shares at $ 10.14 and $ 10.05 per share redemption value

at December 31, 2022 and 2021, respectively

Stockholders’ Deficit:

1 unchanged sentence

1,000,000 shares authorized;

none issued and outstanding

no ne issued and outstanding at December 31, 2022 and 2021

Class A common stock, $ 0.0001 par value;

200,000,000 shares authorized;

no non-redeemable

shares issued or outstanding at December 31, 2022 and 2021

Class B common stock, $ 0.0001 par value;

20,000,000 shares authorized;

6,900,000 shares issued and outstanding (1)(2)

6,000,000 shares issued and outstanding at December 31, 2022 and 2021

Additional paid-in

2 unchanged sentences

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit

This number includes up to 900,000 shares of Class

B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4).

16, 2021, the over-allotment option expired unexercised.

As such, 900,000 shares of Class

B common stock were forfeited.

29, 2021, the Company effected a 1:1.1162791 stock split of Class

B common stock, resulting in an aggregate of 6,900,000 shares of Class

B common stock outstanding.

All shares and associated amounts have been retroactively restated to reflect the stock split (see Note 4).

The accompanying notes are an integral part of these financial statements.

INSIGHT ACQUISITION CORP.

STATEMENT OF OPERATIONS

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2022 AND

FOR THE PERIOD FROM APRIL 20, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

General and administrative expenses

For the year ended

December 31, 2022

For the period from

April 20, 2021

(inception) through

December 31, 2021

General and administrative

Franchise tax expenses

Loss from operations

Other income (expenses):

Other income (

Change in fair value of derivative warrant liabilities

1 unchanged sentence

Gain from expiration of over-allotment option

from investments held in Trust Account

Total other income

on investments held in Trust Account

Total other income (expenses)

Net income before income tax expense

Income tax expense

Weighted average shares outstanding of Class A common stock, basic and diluted

2 unchanged sentences

Basic and diluted net income per common share, Class B common stock

This number excludes an aggregate of up to 900,000 Class

B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4).

16, 2021, the over-allotment option expired unexercised.

As such, 900,000 shares of Class

B common stock were forfeited.

29, 2021, the Company effected a 1:1.1162791 stock split of Class

B common stock, resulting in an aggregate of 6,900,000 shares of Class

B common stock outstanding.

All shares and associated amounts have been retroactively restated to reflect the stock split (see Note 4).

The accompanying notes are an integral part of these financial statements.

INSIGHT ACQUISITION CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM APRIL 20, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2022 AND

FOR THE PERIOD FROM APRIL 20, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021 (as revised)

Additional Paid-In

Stockholders’

April 20, 2021 (inception)

Balance—April 20, 2021 (inception)

Issuance of Class B common stock to Sponsor

1 unchanged sentence

Contribution from Sponsor upon transferring Founder Shares to anchor investors

Accretion on Class A comm o

n stock subject to possible redemption

Forfeiture of Class B common stock from Sponsor (as re vised

Accretion on Class A common stock subject to possible redemption

Balance—December 31, 2021 (as re vised

Increase in redemption value of Class A common stock subject to possible redemption

Balance—December 31, 2022

This number includes up to 900,000 shares of Class

B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4).

16, 2021, the over-allotment option expired unexercised.

As such, 900,000 shares of Class

B common stock were forfeited.

29, 2021, the Company effected a 1:1.1162791 stock split of Class

B common stock, resulting in an aggregate of 6,900,000 shares of Class

B common stock outstanding.

All shares and associated amounts have been retroactively restated to reflect the stock split (see Note 4).

The accompanying notes are an integral part of these financial statements.

INSIGHT ACQUISITION CORP.

STATEMENT OF CASH FLOWS

STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2022 AND

FOR THE PERIOD FROM APRIL 20, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

For the period

from April 20,

2021 (inception)

Cash Flows from Operating Activities:

1 unchanged sentence

Change in fair value of derivative warrant liabilities

Offering costs associated with derivative liabilities

Offering costs associated with derivative warrant liabilities

Net (gain) loss on investments held in Trust Account

Deferred tax expense

Gain from expiration of over-allotment option

Loss from investments held in Trust Account

Changes in operating assets and liabilities:

1 unchanged sentence

Accounts payable

Accrued expenses -

related party

Accrued expenses—related party

Income tax payable

Franchise tax payable

1 unchanged sentence

Cash Flows from Investing Activities

Cash withdrawn from Trust Account

Cash deposited in Trust Account

( 241,200,000

Net cash used in investing activities

Net cash provided by (used in) investing activities

( 241,200,000

5 unchanged sentences

Offering costs paid

Net cash provided by financing activities

Net increase in cash

beginning of the period

end of the period

Net cash (used in) provided by financing activities

Net change in cash

Cash—beginning of the period

Cash—end of the period

Supplemental disclosure of noncash activities:

2 unchanged sentences

Offering costs included in accrued expenses

Offering costs paid by Sponsor under note payable -

related party

Offering costs paid by Sponsor under note payable—related party

Deferred underwriting commissions in connection with the Initial Public Offering

2 unchanged sentences

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022 and 2021

Note 1 - Description of Organization and Business Operations

6 unchanged sentences

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating

The Company generates non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Insight Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement for the Company’s Initial Public Offering was declared effective on September 1, 2021.

On September 7, 2021, the Company consummated its Initial Public Offering of 24,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $ 240.0 million, and incurring offering costs of approximately $ 17.5 million, of which approximately $ 12.0 million and approximately $ 668,000 was for deferred underwriting commissions (see Note 5) and offering costs allocated to derivate warrant liabilities, respectively.

for deferred underwriting commissions (see Note 5) and offering costs allocated to derivate warrant liabilities, respectively.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,500,000 and 1,200,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), to the Sponsor and Cantor Fitzgerald & Co.

3 unchanged sentences

promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

government treasury obligations, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

4 unchanged sentences

The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, in its sole discretion.

The Public Stockholders will be entitled to redeem

The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $ 10.05 per Public

INSIGHT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $ 10.05 per Public Share plus pro rata interest earned in Trust Account).

DECEMBER 31, 2022 and 2021

Share plus pro rata interest earned in Trust Account).

The per-share

amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5).

These Public Shares were recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination.

amount to be distributed to

Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5).

These Public Shares were recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 ,

“Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination.

The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 .

9 unchanged sentences

The Anchor Investors are not entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a stockholder vote to amend the Certificate of Incorporation in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period).

If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or March 7, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

If the Company is unable to complete a Business Combination by May 7, 2023 (the “Combination Period”), which may be extended by the board of directors in its sole discretion on a monthly basis up to and including September 7, 2023

If the Company is unable to complete its initial business combination by such date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share

for claims of creditors and the requirements of other applicable law.

INSIGHT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022 and 2021

The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period.

8 unchanged sentences

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these financial statements.

The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1 % excise tax on certain repurchases of stock by publicly traded U.S.

domestic corporations and certain U.S.

domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1 % of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote

or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or

INSIGHT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022 and 2021

otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Emerging Growth Company

5 unchanged sentences

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

INSIGHT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Liquidity and going concern

As of December 31, 2021, the Company had approximately $ 878 ,000 in its operating bank account and working capital of approximately

$ 1.4 million.

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $ 25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for issuance of the Founder Shares (as defined in Note 4), and the loan from the Sponsor of approximately $ 163,000 under the Note (as defined in Note 4).

Liquidity and G oing Concern

As of December 31, 2022, the Company had approximately $ 172 ,000 in its operating bank account and a

working capital deficit of approximately $ 360,000 .

), and the loan from the Sponsor of approximately $ 163,000 under the Note (as defined in Note 4).

The Company repaid $ 157,000 of Note balance on September 7, 2021 and repaid the remaining balance of approximately $ 6,000 in full on September 13, 2021, at which time the Note was terminated.

1 unchanged sentence

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4).

As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans.

In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements --Going Concern,” we have determined that the mandatory liquidation date and subsequent dissolution raises substantial doubt about our ability to continue as a going concern.

If we are unable to complete a business combination by March 7, 2023 (unless such a period is extended as described herein), then we will cease all operations except for the purpose of liquidating.

Over this time period, we have used, and will be using, these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination (including the proposed Aurora Business Combination).

The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until March 7, 2023 to consummate a Business Combination.

As of December 31, 2022 and 2021, there were no amounts outstanding under any Working Capital Loans.

INSIGHT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022 and 2021

In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014- 15

“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until May 7, 2023, which may be extended by our board of directors in their sole discretion on a monthly basis up to and including September 7, 2023, to consummate a Business Combination.

It is uncertain that the Company will be able to consummate a Business Combination by this time.

If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company.

Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.

Management intends to complete a Business Combination by close of business on March 7, 2023.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 7, 2023.

Note 2 - Basis of Presentation and Summary of Significant Accounting Policies

Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.

Management intends to complete a Business Combination by close of business on September 7, 2023.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 7, 202

Note 2 – Revision to Previously Reported Financial Statements

The Company granted the underwriters a 45 -day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,600,000 additional Class A common stock to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions.

On October 16, 2021, the over-allotment option expired unexercised as the underwriters did not exercise the over-allotment option.

As a result, 900,000 Class B Shares were forfeited.

The forfeiture of the Class B Shares was not properly adjusted on the balance sheet and statement of stockholders’ equity in previous financial statements.

In addition, in the Company’s income tax footnote in its Annual Report on Form 10-K for the year ended December 31, 2021, its net operating loss and related deferred tax asset and offsetting valuation allowance were overstated due to a calculation error.

The error had no impact on the reported balance sheet, statements of operation, statement of cash flows or statements of changes in stockholders’ deficit.

The Company’s management concluded that the financial statements included in the Annual 10-K filing for the year ended December 31, 2021 and the unaudited condensed financial statements included in the Quarterly Reports on Form 10-Qs for the period ended March 31, 2022, June 30, 2022 and September 30, 2022 contain a misstatement insofar as the Class B Shares were overstated on the balance sheet and statement of changes in stockholders’ deficit (the “Affected Period”) and that it is appropriate to revise the financial statements included in the Affected Periods in this Annual Report.

Impact of the Revision

The impact of the revision to the line items on the balance sheets and statements of changes in stockholders’ deficit for the affected periods are presented below.

The revision had no impact on the statements of operations or the statements of cash

There was no impact on

the Company’s total assets or total stockholders’ deficit as reported on the balance sheets.

Balance Sheet:

December 31, 2021:

As of December 31, 2021

As Previously

Class B common stock

Accumulated deficit

Shares of Class B common stock

March 31, 2022 (unaudited):

As of March 31, 2022

As Previously

Class B common stock

Accumulated deficit

Shares of Class B common stock

June 30, 2022 (unaudited):

As of June 30, 2022

As Previously

Class B common stock

Accumulated deficit

Shares of Class B common stock

September 30, 2022 (unaudited):

As of September 30, 2022

As Previously

Class B common stock

Accumulated deficit

Shares of Class B common stock

Statement of Changes in Stockholders’ Deficit:

Accumulated Deficit

Shareholder’s

Previously Reported

Class B As revised

As Previously

Balance - April 20, 2021

Issuance of Class B common

stock to Sponsor

Excess of cash received over

fair value of private

placement warrants

Contributions from Sponsor

upon transferring Founder

Shares to anchor investors

tion on Class A

common stock subject

to possible redemption

Forfeiture of Class B common

stock shares from Sponsor

Balance - December 31, 2021

Balance - March 31, 2022 (unaudited)

Balance - June 30, 2022 (unaudited)

Increase in redemption value

of Class A ordinary shares

subject to possible

Balance - September 30, 2022 (unaudited)

Note 3 - Basis of Presentation and

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in U.S.

nying financial statements are presented in U.S.

dollars in conformity with accounting principles generally accepted in the United States of America (“U.S.

1 unchanged sentence

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash equivalents as of December 31, 2021.

The Company consid e

rs all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash equivalents as of December 31, 2022 and 2021.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

The Company has significant cash balances at financial institutions, which throughout the year regularly exceed the Federal Deposit Insurance Corporation coverage

limit of $ 250,000 .

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period.

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities.

One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

INSIGHT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Investments Held in the Trust Account

4 unchanged sentences

government securities, the investments are classified as trading securities.

Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying statements of operations.

Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities are included in net gain (loss) on investments held in Trust Account in the accompanying statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

INSIGHT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022 and 2021

Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” equal or approximate the carrying amounts represented in the balance sheet.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” equals or approximates the carrying amounts represented in the balance sheets, except for the derivative liabilities (see Note 10).

Fair Value Measurements

15 unchanged sentences

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding.

The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Black-Scholes model at each measurement date.

The fair value of Public Warrants has subsequently been measured based on the listed market price of such warrants.

1 unchanged sentence

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

INSIGHT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

The Company granted the underwriters a 45 -day

2 unchanged sentences

On October 16, 2021, the over-allotment option expired unexercised.

INSIGHT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022 and 2021

Offering Costs Associated with the Initial Public Offering

10 unchanged sentences

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Deferred tax assets were deemed de minimis as of December 31, 2021.

Deferred tax assets were offset by a full valuation allowance as of December 31, 2022 and 2021.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of December 31, 2021.

There were no unrecognized tax benefits as of December 31, 2022 and 2021.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment of interest and penalties as of December 31, 2021.

No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since inception.

The Company has been

subject to income tax examinations by major taxing authorities since inception.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value.

Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value.

At all other times, Class A common stock is classified as stockholders’ equity.

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, 24,000,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

, 24,000,000 shares of Class A common stock subject to possible redemption are

presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period.

This method would view the end of the reporting period as if it were also the redemption date for the security.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in

capital (to the extent available) and accumulated deficit.

INSIGHT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in

capital (to the extent available) and accumulated deficit.

Net Income (Loss) Per Common Share

DECEMBER 31, 2022 and 2021

Net Income Per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock.

Income and losses are shared pro rata between the two classes of shares.

Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.

The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 20,700,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method.

As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from April 20, 2021 (inception) through December 31, 2021.

The presentation assumes a business combination as the most likely outcome.

Net income per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period.

The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate

of 20,700,000 shares of Class A common stock in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method.

As a result, diluted net income per share is the same as basic net income per share for the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021.

Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock:

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock:

For the period from April 20, 2021

2021 (inception) through

December 31, 2021

For the year ended December 31,

(inception) through December 31,

Basic and diluted net income per common share:

3 unchanged sentences

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No.

“Debt-Debt with Conversion and Other Options (Subtopic 470-20)

and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”),

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.

The Company is currently assessing the impact of electing this standard on its financial statements and related disclosures and does not expect the impact to be material.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Note 3 - Initial Public Offering

The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncements if currently adopted would have a material effect on the Company’s financial statements.

- Initial Public Offering

On September 7, 2021, the Company consummated its Initial Public Offering of 24,000,000 Units, generating gross proceeds of $ 240.0 million, and incurring offering costs of approximately $ 17.5 million, of which approximately $ 12.0 million and approximately $ 668,000 was for deferred underwriting commissions and offering costs allocated to derivate warrant liabilities, respectively.

4 unchanged sentences

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022 and 2021

Of the 24,000,000 Units sold in the Initial Public Offering, 23,760,000 Units were purchased by certain qualified institutional buyers or institutional accredited investors which are not affiliated with any member of the Company management (the “Anchor Investors”).

8 unchanged sentences

On October 16, 2021, the over-allotment option expired unexercised.

Note 4 - Related Party Transactions

- Related Party Transactions

Founder Shares

On May 5, 2021, the Sponsor paid for certain offering costs totaling $ 25,000 on behalf of the Company in exchange for issuance of 6,181,250 shares of the Company’s Class B common stock, par value $ 0.0001 per share, (the “Founder Shares”).

On May 5, 2021, the Sponsor paid for certain offering costs totaling $ 25,000 on behalf of the Company in exchange for issuance of 6,181,250 shares of the Company’s Founder Shares, par value $ 0.0001 per share.

On July 29, 2021, the Company effected a 1:

17 unchanged sentences

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022 and 2021

The Sponsor, the underwriters and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

13 unchanged sentences

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

As of December 31, 2021, the Company had no borrowings under the Working Capital Loans.

As of December 31, 2022 and 2021, the Company had no borrowings under the Working Capital Loans.

Services Agreement

On September 1, 2021, the Company entered into an agreement with the Sponsor, pursuant to which the Company agreed to pay the Sponsor a total of $ 10,000 per month for office space, secretarial and administrative services provided to or incurred by members of our management team until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation.

For the period from April 20, 2021 (inception) through December 31, 2021, the Company incurred approximately $ 40,000 under the services agreement in the statement of operations.

As of December 31, 2021, $ 10,000 was included in Due to Related Party on the balance sheet.

The board of directors has also approved payments of up to $ 15,000 per month, through the earlier of the consummation of the Company’s initial business combination or its liquidation, to members of the Company’s management team for services rendered to the Company.

On September 1, 2021, the Company entered into an agreement with the Sponsor, pursuant to which the Company agreed to pay the Sponsor a total of $ 10,000 per month for office space, secretarial and administrative services provided to or incurred by members of the Company’s management team until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation.

For the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021, the Company incurred approximately

$ 120,000 and $ 40,000 , respectively, under the services agreement in the statement s

of operations.

As of December 31, 2022 and 2021, $ 40,000 and $ 10,000 , respectively, was included in a

ccrued expenses – related party on the balance sheets.

The board of directors has also approved

payments of up to $ 15,000 per month, through the earlier of the consummation of the Company’s initial business combination or its liquidation, to members of the Company’s management team for services rendered to the Company.

In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket

1 unchanged sentence

The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates.

For the period from April 20, 2021 (inception) through December 31, 2021, the Company incurred approximately $ 45,000 under the services agreement in the statement of operations.

As of December 31, 2021, there was no balance in Due to Related Party on the balance sheet.

Note 5 - Commitments and Contingencies

For year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021, the Company incurred approximately $ 180,000 and $ 45,000 , respectively, under the services agreement in the statement s

of operations.

As of December 31, 2022 and 2021, $ 45,000 and $ 0 , respectively, was included in a

ccrued expenses – related party on the balance sheets.

INSIGHT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022 and 2021

- Commitments and Contingencies

Registration Rights

2 unchanged sentences

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

INSIGHT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Underwriting Agreement

5 unchanged sentences

On October 16, 2021, the over-allotment option expired unexercised.

Note 6 - Class A Shares of Common Stock Subject to Possible Redemption

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events.

- Class A Common Stock Subject to Possible Redemption

The Company’s Class A common stock feature s

certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events.

The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

Holders of the Company’s Class A common stock are entitled to one vote for each share.

As of December 31, 2021, there were 24,000,000 shares of Class A common stock outstanding, all of which were subject to possible redemption.

As of December 31, 2022 and 2021, there were 24,000,000 shares of Class A common stock outstanding, all of which were subject to possible redemption.

The shares of Class A common stock issued in the Initial Public Offering were recognized in Class A common stock subject to possible redemption as follows:

3 unchanged sentences

Accretion on Class A common stock subject to possible redemption amount

Class A common stock subject to possible redemption

Class A common stock subject to possible redemption at December 31, 2021

Increase in redemption value of Class A common stock subject to possible redemption

Class A common stock subject to possible redemption at December 31, 2022

– Stockholders’ Deficit

1 unchanged sentence

The Company is authorized to issue 1,000,000 shares of preferred stock, par value $ 0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of December 31, 2021, there were no preferred shares issued or outstanding.

As of December 31, 2022 and 2021, there were no

preferred shares issued or outstanding.

A Common Stock—

The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

As of December 31, 2021, there was 24,000,000 Class A common stock issued and outstanding.

As of December 31, 2022 and 2021, there were

24,000,000 shares of Class A common stock issued and outstanding.

All shares of Class A common stock subject to possible redemption have been classified as temporary equity (see Note 6).

INSIGHT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022 and 2021

B Common Stock—

The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

As of December 31, 2021, there was 6,900,000 shares of Class B common stock issued and outstanding (see Note 4).

As of December 31, 2022 and 2021, there were

6,000,000 shares of Class B common stock issued and outstanding (see Note 4).

Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders.

1 unchanged sentence

On any other matter submitted to a vote of the Company’s stockholders, holders of Class B common stock and holders of Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule.

INSIGHT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one

2 unchanged sentences

basis, 20 % of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one

As of December 31, 2021, the Company has 12,000,000 and 8,700,000 Public Warrants and Private Placement Warrants, respectively, outstanding.

As of December 31, 2022 and 2021, the Company has 12,000,000 and 8,700,000 Public Warrants and Private Placement Warrants, respectively, outstanding.

Public Warrants may only be exercised for a whole number of shares.

5 unchanged sentences

Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $ 11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Stockholders or their affiliates, without taking into account any Founder Shares held by the Initial Stockholders or such affiliates, as applicable, prior to such issuance), (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted

INSIGHT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

DECEMBER 31, 2022 and 2021

The warrants have an exercise price of $ 11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until the completion of a Business Combination, subject to certain limited exceptions.

7 unchanged sentences

upon a minimum of 30 days’ prior written notice of redemption;

if, and only if, the closing price of Class A common stock equals or exceeds $ 18.00 per share (as adjusted) for any 20 trading days within a

if, and only if, the closing price of Class A common stock equals or exceeds $ 18.00 per share (as adjusted) for any 20 trading days within a 30 -trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The income tax provision consists of the following:

- Income Taxes

The income tax provision consists of the following for the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021:

For the year ended

December 31, 2022

For the period from

2 unchanged sentences

December 31, 2021

Valuation allowance

Income tax provision

Change in Valuation allowance

Income tax expense

INSIGHT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

The Company’s net deferred tax assets are as follows:

DECEMBER 31, 2022 and 2021

The Company’s net deferred tax assets (liability) is as follows as of December 31, 2022 and 2021:

December 31, 2022

December 31, 2021

Deferred tax assets:

3 unchanged sentences

Valuation allowance

Deferred tax asset, net of allowance

Net deferred tax asset

Deferred tax liabilities:

Unrealized interest on U.S.

Net deferred tax asset (liability)

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

2 unchanged sentences

After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

For the period from April 20, 2021 (inception) to December 31, 2021, the valuation allowance was

approximately $ 536,107 .

As of December 31, 2021, the Company had approximately $ 3.0 million U.S.

federal net operating loss carryovers, and

no state net operating loss carryovers available to offset future taxable income.

For the year ended December 31, 2022 and for the period from April 20, 2021 (inception) to December 31, 2021, the valuation allowance was $ 369,323 and $ 127,090 , respectively.

As of December 31, 2022, the Company had no U.S.

federal net operating loss carryovers and no state net operating loss carryovers available to offset future taxable income.

As of December 31, 2021, the Company had approximately $ 152,000 U.S.

federal net operating loss carryovers, and no state net operating loss carryovers available to offset future taxable income, respectively.

A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows:

For the Period from

December 31, 2022

April 20, 2021

7 unchanged sentences

Income tax expense

There were no unrecognized tax benefits as of December 31, 2021.

No amounts were accrued for the payment of interest and penalties as of December 31, 2021.

There were no unrecognized tax benefits as of December 31, 2022 and 2021.

No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since inception.

The Company has been

subject to income tax examinations by major taxing authorities since inception.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

Revision of 2021 Income Tax Provision

The Company’s income tax footnote disclosure for the period from April 20, 2021 (inception) through December 31, 2021 and as of December 31, 2021 as reported in its Annual Report on Form 10-K for the period ended December 31, 2021 has been revised.

The net operating loss and related deferred tax asset and offsetting valuation allowance were overstated due to a calculation error.

The error had no impact on the reported balance sheet, statement of operations, statement of cash flows or statement of changes in stockholders’ deficit.

See below tables reflecting the impact of the revisions:

Income Tax Provision

Period from April 20, 2021

(inception) through

December 31, 2021

April 20, 2021

As previously reported

Valuation allowance

Income tax provision (benefit)

Deferred tax assets (liability)

December 31, 2021

Deferred tax assets:

As previously

Start-up/Organization costs

Net operating loss carryforwards

Total deferred tax assets

Valuation allowance

Net deferred tax asset

Reconciliation of effective tax rate (benefit)

April 20, 2021

Statutory federal income tax rate

Change in fair value of derivative warrant liabilities

Offering costs associated with derivative warrant liabilities

Gain from expiration of over-allotment option

Change in valuation allowance

Income Tax Expense

INSIGHT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022 and 2021

- Fair Value Measurements

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

December 31, 2022

Quoted Prices

Investments held in Trust Account -

Investments held in Trust Account—U.S.

Treasury Securities

Derivative liabilities -

public warrants

Derivative liabilities -

private warrants

Transfers to/from Levels 1, 2, and 3 are recognized at t h

e beginning of the reporting period.

Derivative liabilities-public warrants

Derivative liabilities-private warrants

December 31, 2021

Quoted Prices

Investments held in Trust Account—U.S.

Treasury Securities

Derivative liabilities-public warrants

Derivative liabilities-private warrants

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period.

The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement on October 1, 2021 because the Public Warrants were separately listed and traded in an active market.

The estimated fair value of the Public Warrants transferred from a Level 1 measurement to a Level 2 fair value measurement in September 2022, due to the limited trading activity of the Public Warrants at September 30, 2022 through December 31, 2022.

The Private Placement Warrant were transferred from a Level 3 measurement to a Level 2 measurement in September 2022, as the Public and Private Placement Warrants are viewed as economically equivalent.

There were no other transfers to/from Levels 1, 2, and 3 during the year ended December 31, 2022.

Level 1 assets include investments in money market funds and U.S.

1 unchanged sentence

The Company uses inputs such as actual trade data, benchmark yields and quoted market prices from dealers or brokers.

The initial fair value of the Public Warrants issued in connection with the Initial Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Black-Scholes model at each measurement date until September 30, 2022 when the public market quoted price was used.

The fair value of over-allotment option was estimated using a Black-Scholes model.

For the period from April 20, 2021 (inception) through December 31, 2021, the Company recognized a charge to the consolidated statements of operations resulting from a decrease in the fair value of liabilities of approximately $ 2.2 million, presented as change in fair value of derivative warrant liabilities on the accompanying consolidated statement of operations.

The estimated fair value of the Private Placement Warrants, the Public Warrants prior to being separately listed and traded, and over-allotment option, was determined using Level 3 inputs.

For the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021, the Company recognized a gain to the statements of operations resulting from a decrease in the fair value of liabilities of approximately $ 10.7 million and $ 2.2 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying statement s

of operations.

The estimated fair value of the Private Placement Warrants and the Public Warrants prior to being separately listed, traded and deemed economically equivalent, and over-allotment option, was determined using Level 3 inputs.

Inherent in a Monte Carlo simulation and Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants.

Significant increases (decreases) in the expected volatility in isolation could result in a significantly higher (lower) fair value measurement.

The risk-free interest rate is based on the U.S.

3 unchanged sentences

The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

INSIGHT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022 and 2021

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:

December 31, 2021

Exercise price

1 unchanged sentence

Dividend yield

The change in the fair value of the Level 3 derivative warrant liabilities for period from April 20, 2021 (inception) through December 31, 2021 is summarized as follows:

The change in the fair value of the Level 3 derivative warrant liabilities for the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021 is summarized as follows:

Derivative liabilities at December 31, 2021

Change in fair value of derivative warrant liabilities

Transfer to L

Derivative liabilities at December 31, 2022

Derivative liabilities at April 20, 2021 (inception)

6 unchanged sentences

The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements.

The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Based upon this review, the Company did not identify any subsequent events except for those events described below that would have required adjustment or disclosure in the financial statements.

On January 25, 2023, the Company’s public warrants delisted from the New York Stock Exchange.

On March 6, 2023 the Company held a special meeting (the “Special Meeting”) of stockholders.

At the Special Meeting, the Company’s stockholders were asked to vote on the following items:

(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 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”), (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”) and (iv) a proposal to direct the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve each of the Charter Amendment Proposals.

INSIGHT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022 and 2021

In connection

with the Extension, the holders of 21,151,393 Class A common shares, representing approximately 88.1 % of the Company’s issued and outstanding Class A common shares, elected to redeem their shares.

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.

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.

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 .

On April 3, 2023, the Company received a waiver from one of the underwriters of its Initial Public Offering pursuant to which such underwriter waived all rights to $ 5.4 million of its $ 8.4 million deferred underwriting commissions payable upon completion of an initial Business Combination.

In connection with this waiver, the underwriter also agreed that the remainder of the deferred underwriting fee of $ 3.0 million will be payable upon the consummation of the business combination.

On April 3, 2023, the Company entered into a proposed business combination with Avila Energy Corporation, an Alberta corporation (“Avila”), pursuant to which the Company will acquire Avila for consideration of shares of the Company following its redomicile into the Province of Alberta.

The proposed business combination agreement and related executed agreements included supporting agreements and a forward share purchase agreement are more fully described and filed with the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2023.

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.

What changed 10-K

Item 9A. Controls and Procedures