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Item 1. Business

2024-05-14 compared with 2023-04-19 · 1346 added, 536 removed, 97 unchanged (95% of the section changed)

We are a blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, which we refer to throughout this Report as our initial business combination, with one or more businesses or entities.

We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination.

We completed our IPO on September 7, 2021 and the proceeds of our IPO are held in a trust account for the benefit of our public stockholders.

We may use such amounts to help fund our initial business combination, subject to the right of our public stockholders to have their shares of common stock of our company redeemed in connection with our initial business combination.

While we may pursue an acquisition in any business industry or sector, we intend to concentrate our efforts identifying businesses in the FinTech or financial services industry with an enterprise value of approximately $750 million to $1.5 billion, with particular emphasis on businesses that are providing or changing technology for traditional financial services (“FinTech”), those in the wealth, investment, asset management and insurance sectors, or certain types of technology companies that provide services to the FinTech or financial services companies.

Such companies might include those providing artificial intelligence, blockchain, data and analytics, tech-enabled services, risk/compliance/KYC/AML solutions, including those focused on financial, regulatory, fraud and cybersecurity risk, and/or enterprise software solutions, among others.

In addition, we intend to capitalize on the ability of our management team to identify and acquire a business in the Fintech or financial services industries that can benefit from our experience and differentiated global network.

Business Combination Agreement

On April 3, 2023, Insight Acquisition Corp., a Delaware corporation (“SPAC”), Avila Amalco Sub Inc., an Alberta corporation (“Amalco Sub”) and Avila Energy Corporation, an Alberta corporation (“Avila”), entered into a business combination agreement and plan of merger (the “BCA”) pursuant to which SPAC will acquire Avila for consideration of shares in SPAC following its redomicile into the Province of Alberta (as further explained below).

The terms of the BCA, which contains customary representations and warranties, covenants, closing conditions and other terms relating to the mergers and the other transactions contemplated thereby, are summarized below.

The Company’s entry into the BCA was previously disclosed in the Company’s Current Report on Form 8-K, which was filed on April 4, 2023, and is incorporated herein by reference.

Extension of Term and Charter Amendments

On March 6, 2023 we 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 our amended and restated certificate of incorporation 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, (ii) a proposal to amend the company’s amended and restated certificate of incorporation to eliminate 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, (iii) a proposal to amend the amended and restated certificate of incorporation 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”).

All of the proposals were approved by stockholders.

In connection with the vote on the Charter Amendment Proposals, the company was required to give stockholders the right to redeem their shares.

A total of 21,151,393 shares of Class A Common Stock, which represents approximately 88.1% of the shares that were part of the units that were sold in the company’s initial public offering elected to redeem.

Following such redemptions, approximately $28,744,831 remained in the trust account and 2,848,607 shares of Class A Common Stock will remain issued and outstanding.

We are a blank check company formed as a Delaware corporation for the

purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination,

which we refer to throughout this Report as our initial business combination, with one or more businesses or entities.

We have generated

no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination.

We completed our IPO on September 7, 2021 and the proceeds of

our IPO are held in a trust account for the benefit of our public stockholders.

Company History

On September 7, 2021, we consummated our IPO of 24,000,000 units (the “Units”).

Each Unit consists of one share of Class A common stock of the company, par value $0.0001 per share, and one-half of one redeemable warrant of the company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share, subject to adjustment.

The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the company of $240,000,000.

The company granted the underwriters of the IPO, a 45-day option to purchase up to 3,600,000 additional Units solely to cover over-allotments, if any.

Simultaneously with the closing of the IPO, the company completed the private sale of an aggregate of 7,500,000 warrants (the “Sponsor Private Placement Warrants”) to Insight Acquisition Sponsor LLC at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the company of $7,500,000.

In addition, simultaneously with the closing of the IPO, the company completed the private sale of an aggregate of 1,200,000 warrants (the “UW Private Placement Warrants” and together with the Sponsor Private Placement Warrants, the “Private Placement Warrants”) to Cantor and Odeon at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the company of $1,200,000.

The Private Placement Warrants are identical to the Warrants sold in the IPO, except that the Private Placement Warrants, so long as they are held by the purchasers thereof or their permitted transferees, (i) are not redeemable by the company, (ii) may not (including the Class A common stock issuable upon exercise of such Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of the company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) are subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110.

No underwriting discounts or commissions were paid with respect to such sale.

The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

A total of $241,200,000, comprised of $232,500,000 of the proceeds from the IPO (which amount includes $12,000,000 of the underwriters’ deferred discount) and $8,700,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P.

On September 7, 2021, we consummated our IPO of 24,000,000 units

(the “Units”).

Each Unit consists of one share of Class A common stock of the company, par value $0.0001 per share, and

one-half of one redeemable warrant of the company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase

one share of Class A common stock for $11.50 per share, subject to adjustment.

The Units were sold at a price of $10.00 per Unit,

generating gross proceeds to the company of $240,000,000.

The company granted the underwriters of the IPO, a 45-day option to purchase

up to 3,600,000 additional Units solely to cover over-allotments, if any.

Simultaneously with the closing of the IPO, the company completed the

private sale of an aggregate of 7,500,000 warrants (the “Sponsor Private Placement Warrants”) to Insight Acquisition Sponsor

LLC at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the company of $7,500,000.

In addition, simultaneously

with the closing of the IPO, the company completed the private sale of an aggregate of 1,200,000 warrants (the “UW Private Placement

Warrants” and together with the Sponsor Private Placement Warrants, the “Private Placement Warrants”) to Cantor and

Odeon at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the company of $1,200,000.

The Private Placement Warrants are identical to the Warrants sold in

the IPO, except that the Private Placement Warrants, so long as they are held by the purchasers thereof or their permitted transferees,

(i) are not redeemable by the company, (ii) may not (including the Class A common stock issuable upon exercise of such

Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after

the completion of the company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and

(iv) are subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110.

No underwriting discounts or commissions

were paid with respect to such sale.

The issuance of the Private Placement Warrants was made pursuant to the exemption from registration

contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

A total of $241,200,000, comprised of $232,500,000 of the proceeds

from the IPO (which amount includes $12,000,000 of the underwriters’ deferred discount) and $8,700,000 of the proceeds of the sale

of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P.

Morgan Chase Bank, N.A.

maintained by Continental Stock Transfer & Trust Company, acting as trustee.

Except with respect to interest earned on the funds held in the trust account that may be released to the company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the company’s initial business combination, (ii) the redemption of any shares of Class A common stock included in the Units sold in the IPO (“public shares”) properly submitted in connection with a stockholder vote to amend the company’s amended and restated certificate of incorporation to modify the substance or timing of the company’s obligation to redeem 100% of the public shares if the company does not complete its initial business combination by 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, or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of the public shares if the company is unable to complete an initial business combination by 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, subject to applicable law.

On October 16, 2021, the 45-day over-allotment option granted to the underwriters of our IPO expired unexercised.

On October 20, 2021, we announced that holders of the Units may elect to separately trade the Class A Common Stock and Warrants.

Those Units not separated will continue to trade on the NYSE under the symbol “INAQ.U,” and the Class A common stock and redeemable warrants that are separated will trade on the NYSE under the symbols “INAQ” and “INAQ WS,” respectively.

The NYSE notified us that our warrants were no longer suitable for listing on the NYSE due to trading price levels, pursuant to Section 802.01D of the NYSE Listed Company Manual.

As a result, the NYSE commenced proceedings to delist our warrants from the NYSE, which delisting became effective on January 25, 2023.

maintained by Continental

Stock Transfer & Trust Company, acting as trustee.

Except with respect to interest earned on the funds held in the trust account

that may be released to the company to pay its taxes, the funds held in the trust account will not be released from the trust account

until the earliest of (i) the completion of the company’s initial business combination, (ii) the redemption of any shares

of Class A common stock included in the Units sold in the IPO (“public shares”) properly submitted in connection with

a stockholder vote to amend the company’s amended and restated certificate of incorporation to modify the substance or timing of

the company’s obligation to redeem 100% of the public shares if the company does not complete its initial business combination by

March 7, 2023, which may be extended by our board of directors in their sole discretion on a monthly basis up to and including June 7,

2023, or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity

and (iii) the redemption of the public shares if the company is unable to complete an initial business combination by March 7, 2023,

which may be extended by our board of directors in their sole discretion on a monthly basis up to and including June 7, 2023, subject

to applicable law.

On October 16, 2021, the 45-day over-allotment option granted

to the underwriters of our IPO expired unexercised.

On October 20, 2021, we announced that holders of the Units may

elect to separately trade the Class A Common Stock and Warrants.

Those Units not separated will continue to trade on the NYSE under

the symbol “INAQ.U,” and the Class A common stock and redeemable warrants that are separated will trade on the NYSE under

the symbols “INAQ” and “INAQ WS,” respectively.

The NYSE notified us that our warrants were no longer suitable

for listing on the NYSE due to trading price levels, pursuant to Section 802.01D of the NYSE Listed Company Manual.

the NYSE commenced proceedings to delist our warrants from the NYSE, which delisting became effective on January 25, 2023.

Following the Company’s Special Meeting of Stockholders

held on March 6, 2023, and stockholder redemptions resulting from the Special Meeting, the Company received a notice from the NYSE stating

that, as a result of the stockholder redemptions, the Company does meet the continuing listing requirements of NYSE.

Specifically, the

NYSE informed the Company that the market value of the Company’s publicly listed securities fell below $40 million and if the market

value of the Company’s publicly listed securities remains below $40 million on a 30-trading day average, the SPAC would be subject

to suspension and delisting on May 3, 2023.

Based on the notification received from the NYSE, the Company

transferred the listing of its Class A Common Stock and Units from the NYSE to The Nasdaq Stock Market and its Warrants from the Over

the Counter Market to The Nasdaq Stock Market.

The Company’s Class A common stock and redeemable warrants commenced trading

on The Nasdaq Stock Market on Tuesday, May 2, 2023, under the symbols “INAQ” and “INAQW,” respectively.

Business Strategy

Our business strategy is to identify and complete a business combination that creates long-term value for our stockholders.

Our investment team is well positioned to successfully identify attractive opportunities with growth-stage FinTech and related technology companies, as well as with Wealth or Investment management firms.

With our prior investment experience and extensive networks, we are confident that we can successfully execute an initial business combination.

We believe that applying Insight’s approach to investing, and leveraging Insight’s network, resources and expertise, will help our management team execute on our business strategy:

Growth mindset.

Insight looks to partner with future market leading companies with several years of sustained growth, with a history of customer trust and engagement and a business model that is reflective of the value they provide.

These companies often have potential for a sustained category leadership position, and we will leverage Insight’s experience in identifying growth-stage companies with the potential to become market leaders.

Management-focused, partnership-oriented approach.

Our business strategy is to identify and complete a business combination

that creates long-term value for our stockholders.

Our investment team is well positioned to successfully identify attractive opportunities

with growth-stage FinTech and related technology companies, as well as with Wealth or Investment management firms.

With our prior investment

experience and extensive networks, we are confident that we can successfully execute an initial business combination.

We believe that applying Insight’s approach to investing, and

leveraging Insight’s network, resources and expertise, will help our management team execute on our business strategy:

Insight looks to partner with future market leading companies with several years of sustained growth, with a history

of customer trust and engagement and a business model that is reflective of the value they provide.

These companies often have potential

for a sustained category leadership position, and we will leverage Insight’s experience in identifying growth-stage companies with

the potential to become market leaders.

● Management-focused,

partnership-oriented approach.

We will aim to align with the strategy and goals of the management team we partner with.

By partnering with existing management, we believe that we can build upon management’s existing traction and support them as they strive to achieve category leadership, while minimizing the business disruption associated with a leadership transition.

Long investment horizon .

Insight is a long-term investor and our goal is to help companies transform into industry leaders, and to be supportive along the way by continuing to serve on the Board of Directors.

We will target companies where we can be a long-term partner, supporting their path towards market leadership.

While we may pursue an acquisition in any business industry or sector, we initially concentrated our efforts in the FinTech (as well as adjacent technologies), asset and wealth management, and broader financial services sectors that could become attractive public companies.

These potential targets exhibit a broad range of business models and financial characteristics from mature businesses with recurring revenues and strong cash flows to high growth innovative companies.

Our Past SPAC Company Blank Check Experience

Jeffrey Gary, who is our CEO and CFO, was an officer and director of Fusion Acquisition Corp.

“Fusion I”), a special purpose acquisition company that completed its initial public offering in June 2020 in which it sold units, each consisting of one share of Class A common stock and one-half of one warrant to purchase one share of Class A common stock for an offering price of $10.00 per unit, generating aggregate proceeds of approximately $350,000,000.

On September 22, 2021, Fusion I closed its agreement and plan of merger with MoneyLion Inc.

(“MoneyLion”), pursuant to which, among other things, MoneyLion became a wholly owned subsidiary of Fusion I.

In connection with the business combination, Fusion I raised $250 million through a private placement of shares of its Class A common stock at a price of $10.00 per share.

Gary remains a member of the board of directors of MoneyLion.

Jeffrey Gary, who is our CEO and CFO, was also an officer and director of Fusion Acquisition II Corp.

“Fusion II”), a special purpose acquisition company that completed its initial public offering in February 2021 in which it sold units, each consisting of one share of Class A common stock and one-third of one warrant to purchase one share of Class A common stock for an offering price of $10.00 per unit, generating aggregate proceeds of approximately $500,000,000.

By partnering

with existing management, we believe that we can build upon management’s existing traction and support them as they strive to achieve

category leadership, while minimizing the business disruption associated with a leadership transition.

investment horizon .

Insight is a long-term investor and our goal is to help companies transform into industry leaders, and to be

supportive along the way by continuing to serve on the Board of Directors.

We will target companies where we can be a long-term partner,

supporting their path towards market leadership.

While we may pursue an acquisition in any business industry or sector,

we initially concentrated our efforts in the FinTech (as well as adjacent technologies), asset and wealth management, and broader financial

services sectors that could become attractive public companies.

These potential targets exhibit a broad range of business models and financial

characteristics from mature businesses with recurring revenues and strong cash flows to high growth innovative companies.

Our Management Team

We will seek to capitalize on the financial services experience and contacts of the members of our board of directors (“Board) and management team, including Michael Singer, our Executive Chairman, and Jeffrey Gary, our Chief Executive Officer and Chief Financial Officer, to identify, evaluate, and acquire a target business.

Michael Singer, our Executive Chairman, is the Managing Partner of Alternative Insight, LLC.

In 2017, he formed Alternative Insight LLC to serve as management company for his investment management activities, directorships and consultancy.

We will seek to capitalize on the financial services experience and

contacts of the members of our board of directors (“Board) and management team, including Michael Singer, our Executive Chairman,

and Jeffrey Gary, our Chief Executive Officer and Chief Financial Officer, to identify, evaluate, and acquire a target business.

Michael Singer, our Executive Chairman, is the Managing Partner of

Alternative Insight, LLC.

In 2017, he formed Alternative Insight LLC to serve as management company for his investment management activities,

directorships and consultancy.

He was Executive Vice Chairman of the Board of Directors of National Holdings Corporation (Nasdaq:

NHLD), which was sold to B.

which was sold to B.

Riley Financial in February 2021.

From 2012 to 2017, Mr.

Singer was Chief Executive Officer and President of Ramius (Cowen Investment Management).

Singer was Chief Executive Officer and President of

Ramius (Cowen Investment Management).

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.

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

Singer received his Juris Doctorate from the Emory University School of Law and Bachelor of Science degree in accounting with honors from Penn State University.

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.

received his Juris Doctorate from the Emory University School of Law and Bachelor of Science degree in accounting with honors from Penn

State University.

He is an attorney and CPA.

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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.

He was on the on the board of directors of National Holdings Corporation (Nasdaq:

NHLD) (February 2019 to February 2021), where he also served as the chair of the audit committee until the successful sale of National to B.

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.

He was on the on the board of directors

of National Holdings Corporation (Nasdaq:

NHLD) (February 2019 to February 2021), where he also served as the chair of the audit committee

until the successful sale of National to B.

Riley Financial in February 2021.

He currently serves on the Board of Directors for the Arca US Treasury Mutual Fund and is the Audit Committee Chair (since December 2019).

Gary also sits on the advisory boards for Monroe Capital (since January 2020) and two FinTech companies, DealBox (since May 2019) and Total Network Service/Digital Names (since May 2019).

He currently serves on the Board of Directors for the Arca

US Treasury Mutual Fund and is the Audit Committee Chair (since December 2019).

Gary also sits on the advisory boards for Monroe

Capital (since January 2020) and two FinTech companies, DealBox (since May 2019) and Total Network Service/Digital Names (since May 2019).

From October 2018 to March 2020, Mr.

Gary served on the board of directors of the Axonic Alternative Income Mutual Fund.

Previously, Mr.

Gary was a senior portfolio manager and led investment teams at Avenue Capital Group (from January 2012 to July 2018), Third Avenue (from May 2009 to December 2010), BlackRock, Inc.

BLK) (“BlackRock”) (from September 2003 to December 2008), AIG/American General (NYSE:

AIG) (from May 1998 to September 2003), and Koch Industries (from September 1996 to April 1998) where he invested across all asset classes with a focus on the high-yield, bank loan and distressed markets.

During this time, he operated in a variety of roles, which included presenting each quarter on regulatory, compliance, shareholder, the Sarbanes-Oxley Act of 2002, and other SEC matters to the Board.

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 company.

Gary was a senior portfolio manager and led investment teams at Avenue Capital Group (from January 2012 to July 2018), Third

Avenue (from May 2009 to December 2010), BlackRock, Inc.

BLK) (“BlackRock”) (from September 2003 to December 2008),

AIG/American General (NYSE:

AIG) (from May 1998 to September 2003), and Koch Industries (from September 1996 to April 1998) where he invested

across all asset classes with a focus on the high-yield, bank loan and distressed markets.

During this time, he operated in a variety

of roles, which included presenting each quarter on regulatory, compliance, shareholder, the Sarbanes-Oxley Act of 2002, and other SEC

matters to the Board.

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 company.

For a number of years, Mr.

Gary was the portfolio manager for numerous NYSE-listed funds.

Gary also sat as an investment committee member at BlackRockKelso Capital BDC (Nasdaq:

BKCC) (“BKCC”) from February 2005 to December 2008, where he was involved with the review and approval of all private equity and credit investments, and was a team member in the launch and initial public offering of BKCC.

also sat as an investment committee member at BlackRockKelso Capital BDC (Nasdaq:

BKCC) (“BKCC”) from February 2005 to December

2008, where he was involved with the review and approval of all private equity and credit investments, and was a team member in the launch

and initial public offering of BKCC.

Additionally, Mr.

Gary was employed at Avenue Capital from January 2012 to July 2018.

He started his career at PricewaterhouseCoopers as a senior auditor from September 1984 to June 1987 and later as a senior analyst at Citigroup (NYSE:

his career at PricewaterhouseCoopers as a senior auditor from September 1984 to June 1987 and later as a senior analyst at Citigroup (NYSE:

C) from July 1987 to July 1988.

1 unchanged sentence

Gary was an investment banker at Mesirow Financial.

From January 1993 to August 1996, he was a senior distressed analyst at Cargill, Inc.

Gary served as a Board Director and Chief Financial Officer of Fusion I from June 2020 until its business combination with MoneyLion in September 2021 and continues to be a Board Director of MoneyLion.

Gary 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.

1993 to August 1996, he was a senior distressed analyst at Cargill, Inc.

Gary served as a Board Director and Chief Financial

Officer of Fusion I from June 2020 until its business combination with MoneyLion in September 2021 and continues to be a Board Director

of MoneyLion.

Gary 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 is a Certified Public Accountant.

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

David Brosgol, one of our directors, is Counsel to Voyager

Digital, a crypto-asset trading platform for retail and institutional investors.

Prior to joining Voyager Digital in February 2021, Mr.

Brosgol worked with Anchorage, a crypto-native custodian and digital asset platform as a Manager and Advisor, from December 2019 to November 2020.

worked with Anchorage, a crypto-native custodian and digital asset platform as a Manager and Advisor, from December 2019 to November 2020.

From October 2017 to April 2019, he was a Founder, General Counsel and Chief Compliance Officer at Digital Asset Custody Company (“DACC”).

Prior to its acquisition by Bakkt, DACC was a pioneer in the digital asset space providing institutional custody of digital assets.

From June 2016 to October 2017, Mr.

Brosgol was General Counsel and Managing Director at Maverick Capital, a multi-billion dollar hedge fund manager.

June 2016 to October 2017, Mr.

Brosgol was General Counsel and Managing Director at Maverick Capital, a multi-billion dollar hedge

fund manager.

Brosgol earned a B.A.

in Economics from Trinity College in 1990, an M.A.

in Philosophy from the University of Essex in 1992 and a J.D.

in Philosophy from the University of Essex

in 1992 and a J.D.

from the University of Virginia in 1995.

Victor Pascucci, III, one of our directors, 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.

Pascucci was Managing Partner at Lightbank, an early stage venture capital firm where he led investments in Clearcover, Extend and Billtrim.

From August 2016 to January 2017, he was Venture Partner and Investment Director at Munich Re | HSB Ventures, a Global 100 diversified

insurance company where he led investments in insurtech.

From September 2015 to August 2016, he was a Consultant and Advisor at Attraction Ventures LLC, a consulting practice to corporate venture capital programs and venture capital firms.

From 2011 to September 2015, Mr.

Pascucci was Head of Corporate Development of USAA, an integrated financial services company with a $330M fintech and insurtech fund.

Victor Pascucci, III, one of our directors, 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

Pascucci was Managing Partner at Lightbank, an early stage venture capital firm where he led investments in Clearcover,

Extend and Billtrim.

From August 2016 to January 2017, he was Venture Partner and Investment Director at Munich Re | HSB Ventures, a Global

100 diversified insurance company where he led investments in insurtech.

From September 2015 to August 2016, he was a Consultant and Advisor

at Attraction Ventures LLC, a consulting practice to corporate venture capital programs and venture capital firms.

From 2011 to September

Pascucci was Head of Corporate Development of USAA, an integrated financial services company with a $330M fintech and insurtech

Investments while at USAA included Coinbase, MX, ID.me, Prosper Marketplace, Cartera Commerce and TRUECar.

Also at USAA, Mr.

Pascucci held leadership positions in the General Counsel division and Enterprise Strategy & Transformation.

In addition, since January 2019, he has served as an independent consultant, board member and advisor to entrepreneurs and venture backed companies, including Axio Global Inc., EnergyCX, Edmit, ID.me Inc, Leaplife, Clearcover and Paceline.

held leadership positions in the General Counsel division and Enterprise Strategy & Transformation.

In addition, since January

2019, he has served as an independent consultant, board member and advisor to entrepreneurs and venture backed companies, including Axio

Global Inc., EnergyCX, Edmit, ID.me Inc, Leaplife, Clearcover and Paceline.

Pascucci earned a B.A.

in Communications from Bowling Green State University in 1992 and a J.D.

in Communications from Bowling

Green State University in 1992 and a J.D.

from the University of Toledo College of Law.

William Ullman, one of our directors, 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.

Ullman has been a board member of Van Eck Associates Corp., a New York based investment firm, since 2010.

He also currently serves as a special advisor to FinTech Collective, a venture capital firm, a member of the board of directors of the Capital Returns Fund, since 2010, and a senior advisor to Berkshire Global, since 2020.

William Ullman, one of our directors, 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.

Ullman has been a board member

of Van Eck Associates Corp., a New York based investment firm, since 2010.

He also currently serves as a special advisor to FinTech Collective,

a venture capital firm, a member of the board of directors of the Capital Returns Fund, since 2010, and a senior advisor to Berkshire

Global, since 2020.

From 2016 to 2018, Mr.

Ullman served as Chief Commercial Officer of Orchard Platform and Chief Executive Officer of its broker-dealer subsidiary (Orchard Platform Markets LLC) prior to its sale to Kabbage in 2018.

From 2006 to 2016, he was the founder of Right Wall Capital Management LLC, a firm focused on investing in the financial services sector, including financial technology companies.

Ullman served as Chief Commercial Officer of Orchard Platform and Chief Executive Officer

of its broker-dealer subsidiary (Orchard Platform Markets LLC) prior to its sale to Kabbage in 2018.

From 2006 to 2016, he was the founder

of Right Wall Capital Management LLC, a firm focused on investing in the financial services sector, including financial technology companies.

From 2001 to 2006, Mr.

Ullman was the Senior Managing Director, Global Clearing Services at Bear Stearns & Co., Inc.

Ullman earned an A.B.

earned an A.B.

in History from Princeton University in 1985 and an M.B.A.

from the Anderson School at UCLA in 1989.

We believe that the members of our Board and management team’s extensive relationships that were developed over their respective substantial careers at leading financial institutions, as well as their collective executive experience in financial services, FinTech, and the financial markets, will allow us to identify and complete an attractive initial business combination.

Similarly, we believe their experience in founding, nurturing, and growing multiple businesses, including asset managers and FinTech businesses, will serve as a valuable foundation to locate and consummate an initial business combination in the financial services industry.

The past performance of our management team or their respective affiliates is not a guarantee of either:

We believe that the members of our Board and management team’s

extensive relationships that were developed over their respective substantial careers at leading financial institutions, as well as their

collective executive experience in financial services, FinTech, and the financial markets, will allow us to identify and complete an attractive

initial business combination.

Similarly, we believe their experience in founding, nurturing, and growing multiple businesses, including

asset managers and FinTech businesses, will serve as a valuable foundation to locate and consummate an initial business combination in

the financial services industry.

The past performance of our management team or their respective affiliates

is not a guarantee of either:

(i) success with respect to any business combination we may consummate;

or (ii) that we will be able to identify a suitable candidate for our initial business combination.

You should not rely on the historical record of our management team’s or their respective affiliates’ performance as indicative of any future performance.

For more information on the experience and background of our management team, see the section entitled “Item 10.

or (ii) that we will be

able to identify a suitable candidate for our initial business combination.

You should not rely on the historical record of our management

team’s or their respective affiliates’ performance as indicative of any future performance.

For more information on the experience and background of our management

team, see the section entitled “Item 10.

Directors, Executive Officers and Corporate Governance.”

Business Combination Criteria and Process

Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses.

We will use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines.

We intend to seek to acquire companies in the FinTech, wealth, asset or investment management or insurance tech (insurtech) sectors or companies that provide technology enabled services to these sectors in the valuation range of $750 million to $1.5 billion that we believe:

are fundamentally sound and can unlock and enhance stockholder value through a combination with us, thereby offering attractive risk-adjusted returns for our stockholders;

have strong, experienced management teams, or provide a platform to assemble an effective management team with a track record of driving growth and profitability;

are at an inflection point, such as requiring additional capital to fund growth through increased marketing and technology spending, are able to innovate through new operational techniques, or where we believe we can drive improved financial performance;

can benefit from the application and exploitation of financial service technologies;

have a history of, or potential for, strong, stable free cash flow generation, with predictable and recurring revenue streams;

can grow both organically and where we believe our ability to source proprietary opportunities and execute transactions will help the business grow through additional acquisitions

have a leading or defendable market position and that demonstrate advantages when compared to their competitors, which may help to create barriers to entry against new competitors;

can benefit from being a publicly traded company, with access to broader capital markets, to achieve the company’s growth strategy;

exhibit unrecognized value or other characteristics that we believe can be enhanced based on our analysis and due diligence review;

are disrupting large market segments with a large total addressable market.

As part of the evaluation process, we will diligence the market segment to thoroughly understand the underlying drivers, business model and competitive environment;

businesses with substantially mitigated product risk, through proven models, meaningful revenue, and strong unit economics;

companies that are ready to scale, where we can provide support and industry expertise to support them in scaling their business and executing on their strategic vision;

world class firms and management teams looking for an active capital partner that will support their growth with experience and expertise, in addition to capital.

Consistent with our business strategy, we have identified the following

general criteria and guidelines that we believe are important in evaluating prospective target businesses.

We will use these criteria

and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination

with a target business that does not meet these criteria and guidelines.

We intend to seek to acquire companies in the FinTech, wealth,

asset or investment management or insurance tech (insurtech) sectors or companies that provide technology enabled services to these sectors

in the valuation range of $750 million to $1.5 billion that we believe:

fundamentally sound and can unlock and enhance stockholder value through a combination with us, thereby offering attractive risk-adjusted

returns for our stockholders;

strong, experienced management teams, or provide a platform to assemble an effective management team with a track record of driving growth

and profitability;

at an inflection point, such as requiring additional capital to fund growth through increased marketing and technology spending, are

able to innovate through new operational techniques, or where we believe we can drive improved financial performance;

benefit from the application and exploitation of financial service technologies;

a history of, or potential for, strong, stable free cash flow generation, with predictable and recurring revenue streams;

grow both organically and where we believe our ability to source proprietary opportunities and execute transactions will help the business

grow through additional acquisitions

a leading or defendable market position and that demonstrate advantages when compared to their competitors, which may help to create

barriers to entry against new competitors;

benefit from being a publicly traded company, with access to broader capital markets, to achieve the company’s growth strategy;

unrecognized value or other characteristics that we believe can be enhanced based on our analysis and due diligence review;

disrupting large market segments with a large total addressable market.

As part of the evaluation process, we will diligence the market

segment to thoroughly understand the underlying drivers, business model and competitive environment;

with substantially mitigated product risk, through proven models, meaningful revenue, and strong unit economics;

that are ready to scale, where we can provide support and industry expertise to support them in scaling their business and executing

on their strategic vision;

class firms and management teams looking for an active capital partner that will support their growth with experience and expertise,

in addition to capital.

These criteria are not intended to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant.

In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this Report, would be in the form of proxy solicitation materials or tender offer documents, as applicable, that we would file with the SEC.

In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us.

We intend to pursue an initial business combination with a high-quality growth company that has the potential to become a market leader.

We will apply our experience in sourcing and executing transactions to identify and negotiate a combination with what we believe is an exceptional business.

Our team has extensive expertise in the FinTech and Wealth, Asset and Investment management and insurtech sectors, and we expect that our ultimate target will be in one of those fields, although we may consummate a transaction with a business in a different industry.

In recent years, private technology companies have created extraordinary value through rapid growth at significant scale.

Innovative firms are leveraging new technologies such as cloud computing and artificial intelligence to disrupt traditional industries and establish new markets.

Furthermore, the global COVID-19 pandemic has accelerated digital transformation across the globe, providing a tailwind for technology disruptors across all industries.

As the world adapts to the new normal and continues to adopt these newly created solutions and services, we believe that technology companies with the right market fit are positioned to benefit from significant value creation.

Despite these large market opportunities, technology companies have been remaining private for longer.

Availability of private capital has enabled these businesses to grow at scale to “unicorn” valuations and beyond.

We believe these investment opportunities will be attractive to public investors and that we are ideally positioned to take these companies public.

Technology companies in their growth stage benefit materially from being publicly-traded.

Newly public companies benefit from expanded access to capital markets, a more liquid currency for potential acquisitions and growth capital and increased brand awareness.

Any evaluation

relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general

guidelines as well as other considerations, factors and criteria that our management team may deem relevant.

In the event that we

decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines,

we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial

business combination, which, as discussed in this Report, would be in the form of proxy solicitation materials or tender offer

documents, as applicable, that we would file with the SEC.

In evaluating a prospective target business, we expect to conduct a due

diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews,

interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be

made available to us.

We intend to pursue an initial business combination with a high-quality

growth company that has the potential to become a market leader.

We will apply our experience in sourcing and executing transactions to

identify and negotiate a combination with what we believe is an exceptional business.

Our team has extensive expertise in the FinTech

and Wealth, Asset and Investment management and insurtech sectors, and we expect that our ultimate target will be in one of those fields,

although we may consummate a transaction with a business in a different industry.

In recent years, private technology companies have created extraordinary

value through rapid growth at significant scale.

Innovative firms are leveraging new technologies such as cloud computing and artificial

intelligence to disrupt traditional industries and establish new markets.

Furthermore, the global COVID-19 pandemic has accelerated

digital transformation across the globe, providing a tailwind for technology disruptors across all industries.

As the world adapts to

the new normal and continues to adopt these newly created solutions and services, we believe that technology companies with the right

market fit are positioned to benefit from significant value creation.

Despite these large market opportunities, technology companies have

been remaining private for longer.

Availability of private capital has enabled these businesses to grow at scale to “unicorn”

valuations and beyond.

We believe these investment opportunities will be attractive to public investors and that we are ideally positioned

to take these companies public.

Technology companies in their growth stage benefit materially from

being publicly-traded.

Newly public companies benefit from expanded access to capital markets, a more liquid currency for potential acquisitions

and growth capital and increased brand awareness.

In addition, a business combination with Insight Acquisition Corp.

would provide such companies with additional benefits including a more expeditious route to the public markets, an opportunity to broadly share growth plans through filed forecasts, and earlier certainty of capital through the inclusion of a potential PIPE, when compared to a traditional IPO.

Partnering with our management team, who are known for supporting high-growth FinTech and Wealth, Asset and Investment management companies, provides an attractive mechanism to go public.

As part of the evaluation process, we expect to conduct extensive due diligence to assess the company’s market opportunity, competitive positioning, business model and financial profile.

Our review process may include, among other things, interviews with competitors, customers and vendors, analysis of significant risks and opportunities, meetings with management and employees, and review of other relevant information which may encompass, among other things, document reviews, inspections of facilities, as well as reviewing financial and other information which will be made available to us.

would provide such

companies with additional benefits including a more expeditious route to the public markets, an opportunity to broadly share growth plans

through filed forecasts, and earlier certainty of capital through the inclusion of a potential PIPE, when compared to a traditional IPO.

Partnering with our management team, who are known for supporting high-growth FinTech and Wealth, Asset and Investment management companies,

provides an attractive mechanism to go public.

As part of the evaluation process, we expect to conduct extensive due

diligence to assess the company’s market opportunity, competitive positioning, business model and financial profile.

process may include, among other things, interviews with competitors, customers and vendors, analysis of significant risks and opportunities,

meetings with management and employees, and review of other relevant information which may encompass, among other things, document reviews,

inspections of facilities, as well as reviewing financial and other information which will be made available to us.

Initial Business Combination

The rules of the NYSE and our amended and restated certificate of incorporation require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination.

Our board of directors will make the determination as to the fair market value of our initial business combination.

If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria.

While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects.

We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction.

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target.

In this case, we would acquire a 100% controlling interest in the target.

However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination.

If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above.

If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

We intend to effectuate our initial business combination using cash from the proceeds of our IPO and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A common stock, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination.

We are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.

We filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act.

As a result, we are subject to the rules and regulations promulgated under the Exchange Act.

We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

The rules of The Nasdaq Stock Market and our amended and restated certificate

of incorporation require that we must complete one or more business combinations having an aggregate fair market value of at least 80%

of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest

earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination.

board of directors will make the determination as to the fair market value of our initial business combination.

If our board of directors

is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent

investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria.

While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value

of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular

target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects.

We anticipate structuring our initial business combination so that

the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of

the target business or businesses.

We may, however, structure our initial business combination such that the post-transaction company

owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management

team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or

acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient

for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment

Company Act”).

Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders

prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed

to the target and us in the business combination transaction.

For example, we could pursue a transaction in which we issue a substantial

number of new shares in exchange for all of the outstanding capital stock of a target.

In this case, we would acquire a 100% controlling

interest in the target.

However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior

to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination.

If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company,

the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net

assets test described above.

If the business combination involves more than one target business, the 80% of net assets test will be based

on the aggregate value of all of the target businesses.

We intend to effectuate our initial business combination using cash

from the proceeds of our IPO and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection

with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into), shares issued

to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of

development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our initial business combination is paid for using equity or debt

securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial

business combination or used for redemptions of our Class A common stock, we may apply the balance of the cash released to us from

the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company,

the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase

of other companies or for working capital.

We may need to obtain additional financing to complete our initial

business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account

or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which

case we may issue additional securities or incur debt in connection with such business combination.

There are no prohibitions on our ability

to issue securities or incur debt in connection with our initial business combination.

We are not currently a party to any arrangement

or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt

or otherwise.

We filed a Registration Statement on Form 8-A with the SEC

to voluntarily register our securities under Section 12 of the Exchange Act.

As a result, we are subject to the rules and regulations

promulgated under the Exchange Act.

We have no current intention of filing a Form 15 to suspend our reporting or other obligations under

the Exchange Act prior or subsequent to the consummation of our initial business combination.

Sourcing of Potential Initial Business Combination Targets

We believe our management team’s significant operating and transaction experience and relationships will provide us with a substantial number of potential initial business combination targets.

Over the course of their careers, the members of our management team and our directors and advisors have developed a broad network of contacts and corporate relationships around the world, which includes private equity firms, venture capitalists and entrepreneurs.

This network has grown through the activities of our management team sourcing, acquiring and financing businesses, the reputation of our management team for integrity and fair dealing with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions.

In addition, members of our management team have developed contacts derived directly from serving on the boards of directors of several public and private companies.

This network has provided our management team with a flow of referrals, which in the past has resulted in numerous transactions which were proprietary or where a limited group of investors were invited to participate in the sale process.

We believe our management team’s significant operating and transaction

experience and relationships will provide us with a substantial number of potential initial business combination targets.

Over the course

of their careers, the members of our management team and our directors and advisors have developed a broad network of contacts and corporate

relationships around the world, which includes private equity firms, venture capitalists and entrepreneurs.

This network has grown through

the activities of our management team sourcing, acquiring and financing businesses, the reputation of our management team for integrity

and fair dealing with sellers, financing sources and target management teams and the experience of our management team in executing transactions

under varying economic and financial market conditions.

In addition, members of our management team have developed contacts derived directly

from serving on the boards of directors of several public and private companies.

This network has provided our management team with a flow of referrals,

which in the past has resulted in numerous transactions which were proprietary or where a limited group of investors were invited to participate

in the sale process.

We believe that this network will provide us with multiple investment opportunities.

In addition, we anticipate that target business combination candidates will be brought to our attention by various unaffiliated sources, including participants in our targeted markets and their advisors, private equity funds and large business enterprises seeking to divest non-core assets or divisions.

While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.

We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue.

Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account.

In no event, however, will our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is).

In addition, we pay our sponsor $10,000 per month for office space, secretarial and administrative services provided to or incurred by members of our management team.

We will 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.

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

Other than the foregoing, there will be no finder’s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers 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).

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors.

In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that such an initial business combination is fair to our company from a financial point of view.

Members of our management team and our independent directors directly or indirectly own founder shares and/or private placement warrants and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

In addition, we anticipate that

target business combination candidates will be brought to our attention by various unaffiliated sources, including participants in our

targeted markets and their advisors, private equity funds and large business enterprises seeking to divest non-core assets or

While we do not presently anticipate engaging the services of professional

firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals

in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s

length negotiation based on the terms of the transaction.

We will engage a finder only to the extent our management determines that the

use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis

with a potential transaction that our management determines is in our best interest to pursue.

Payment of a finder’s fee is customarily

tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account.

however, will our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s

fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion

of our initial business combination (regardless of the type of transaction that it is).

In addition, we pay our sponsor $10,000 per month

for office space, secretarial and administrative services provided to or incurred by members of our management team.

We will 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 Nasdaq Stock Market through the earlier of consummation of our initial

business combination and our liquidation.

Any such payments prior to our initial business combination will be made from funds held outside

the trust account.

Other than the foregoing, there will be no finder’s fees, reimbursement, consulting fee, monies in respect of

any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers

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).

We are not prohibited from pursuing an initial business combination

with a company that is affiliated with our sponsor, executive officers or directors, or completing the business combination through a

joint venture or other form of shared ownership with our sponsor, executive officers or directors.

In the event we seek to complete an

initial business combination with a target that is affiliated with our sponsor, executive officers or directors, we, or a committee of

independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or

appraisal firm stating that such an initial business combination is fair to our company from a financial point of view.

Members of our management team and our independent directors directly

or indirectly own founder shares and/or private placement warrants and, accordingly, may have a conflict of interest in determining whether

a particular target business is an appropriate business with which to effectuate our initial business combination.

Further, each of our

officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or

resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial

business combination.

As described in “Item 10.

Directors, Executive Officers and Corporate Governance—Conflicts of Interest,” each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual

obligations to present such business combination opportunity to such other entity.

Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination.

Directors, Executive Officers and Corporate

Governance—Conflicts of Interest,” each of our officers and directors presently has, and any of them in the future may have

additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to

present a business combination opportunity to such entity.

Accordingly, if any of our officers or directors becomes aware of a business

combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or

she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such

other entity.

Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity

offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director

or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable

for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal

In addition, our sponsor and our officers and directors may sponsor

or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period

in which we are seeking an initial business combination.

For example, Mr.

Gary served as Chief Financial Officer and Director of Fusion I, a special purpose acquisition company that completed its initial public offering in June 2020, until its business combination with MoneyLion in September 2021 and remains a director of MoneyLion.

Fusion I, like us, pursued initial business combination targets in any businesses or industries and had until December 30, 2021, to do so.

Fusion II raised $500 million and as a result are focused on companies with an enterprise value of $1.5 billion to $5 billion which is larger than the target size for Insight.

Gary also served as Chief Financial Officer and Director of Fusion II, a special purpose acquisition company that completed its initial public offering in February 2021, until January 2022.

Fusion II, like us, may pursue initial business combination targets in any businesses or industries and has until March 2, 2023, to do so (absent an extension in accordance with their charters).

Any such companies may present additional conflicts of interest in pursuing an acquisition target.

However, we do not believe that any such potential conflicts would materially affect our ability to identify and pursue business combination opportunities or to complete our initial business combination.

Gary served as Chief Financial Officer and Director of

Fusion I, a special purpose acquisition company that completed its initial public offering in June 2020, until its business combination

with MoneyLion in September 2021 and remains a director of MoneyLion.

Fusion I, like us, pursued initial business combination targets

in any businesses or industries and had until December 30, 2021, to do so.

Fusion II raised $500 million and as a result are

focused on companies with an enterprise value of $1.5 billion to $5 billion which is larger than the target size for Insight.

Gary also served as Chief Financial Officer and Director of Fusion II, a special purpose acquisition company that completed its

initial public offering in February 2021, until January 2022.

Fusion II, like us, may pursue initial business combination targets

in any businesses or industries and has until March 2, 2023, to do so (absent an extension in accordance with their charters).

such companies may present additional conflicts of interest in pursuing an acquisition target.

However, we do not believe that any such

potential conflicts would materially affect our ability to identify and pursue business combination opportunities or to complete our initial

business combination.

Corporate Information

We are a blank check company incorporated as a Delaware corporation on April 20, 2021.

Our executive offices are located at 333 East 91 st Street, New York, New York 10128, and our telephone number is (917) 374-2922.

We are a blank check company incorporated as a Delaware corporation

on April 20, 2021.

Our executive offices are located at 333 East 91 st Street, New York, New York 10128, and

our telephone number is (609) 751-9193 .

Our website address is www.insightacqcorp.com.

Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Annual Report.

Our website and the information contained

on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this

Annual Report.

Lack of Business Diversification

For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business.

Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.

By completing our initial business combination with only a single entity, our lack of diversification may:

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination;

cause us to depend on the marketing and sale of a single product or limited number of products or services.

For an indefinite period of time after the completion of our initial

business combination, the prospects for our success may depend entirely on the future performance of a single business.

Unlike other entities

that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we

will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.

By completing our

initial business combination with only a single entity, our lack of diversification may:

us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular

industry in which we operate after our initial business combination;

us to depend on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s Management Team

Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct.

In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty.

The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination.

While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination.

Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company.

The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.

We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Stockholders May Not Have the Ability to Approve Our Initial Business Combination

We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated certificate of incorporation.

However, we will seek stockholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons.

Presented in the table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder approval is currently required under Delaware law for each such transaction.

Although we intend to closely scrutinize the management of a prospective

target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the

target business’s management may not prove to be correct.

In addition, the future management may not have the necessary skills,

qualifications or abilities to manage a public company.

Furthermore, the future role of members of our management team, if any, in the

target business cannot presently be stated with any certainty.

The determination as to whether any of the members of our management team

will remain with the combined company will be made at the time of our initial business combination.

While it is possible that one or more

of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of

them will devote their full efforts to our affairs subsequent to our initial business combination.

Moreover, we cannot assure you that

members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure you that any of our key personnel will remain in senior

management or advisory positions with the combined company.

The determination as to whether any of our key personnel will remain with

the combined company will be made at the time of our initial business combination.

Following a business combination, we may seek to recruit additional

managers to supplement the incumbent management of the target business.

We cannot assure you that we will have the ability to recruit

additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent

Stockholders May Not Have the Ability to Approve Our Initial Business

We may conduct redemptions without a stockholder vote pursuant to the

tender offer rules of the SEC subject to the provisions of our amended and restated certificate of incorporation.

However, we will seek

stockholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business

or other legal reasons.

Presented in the table below is a graphic explanation of the types

of initial business combinations we may consider and whether stockholder approval is currently required under Delaware law for each such

TYPE OF TRANSACTION

4 unchanged sentences

Merger of the company with a target

Under the NYSE’s listing rules, stockholder approval would be required for our initial business combination if, for example:

We issue (other than in a public offering for cash) shares of common stock that will either (a) be equal to or in excess of 20% of the number of our shares of common stock then outstanding or (b) have voting power equal to or in excess of 20% of the voting power then outstanding;

Any of our directors, officers or substantial stockholders (as defined by the NYSE rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired and if the number of shares of common stock to be issued, or if the number of shares of common stock in which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers and (b) 5% of the number of shares of common stock or 5% of the voting power outstanding before the issuance in the case of any substantial securityholder;

The issuance or potential issuance of common stock will result in our undergoing a change of control.

Under The Nasdaq Stock Market’s listing rules, stockholder approval

would be required for our initial business combination if, for example:

issue (other than in a public offering for cash) shares of common stock that will either (a) be equal to or in excess of 20% of

the number of our shares of common stock then outstanding or (b) have voting power equal to or in excess of 20% of the voting power

then outstanding;

issuance or potential issuance of common stock will result in our undergoing a change of control.

Permitted Purchases of Our Securities

If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination.

There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and the NYSE rules.

However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

None of the funds in the trust account will be used to purchase shares or public warrants in such transactions.

If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

In the event that our sponsor, initial stockholders, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares.

We do not currently anticipate that such

purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;

however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

The purpose of any such purchases of shares could be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met.

The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial business combination.

Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our Class A common stock or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our sponsor, initial stockholders, officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom our initial stockholders, officers, directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders (in the case of Class A common stock) following our mailing of proxy materials in connection with our initial business combination.

To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such stockholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the stockholder meeting related to our initial business combination.

Our sponsor, executive officers, directors, advisors or any of their affiliates will select which stockholders to purchase shares from based on a negotiated price and number of shares and any other factors that they may deem relevant, and will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Our sponsor, officers, directors and/or their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reporting requirements.

Redemption Rights for Public Stockholders upon Completion of Our Initial Business Combination

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein.

The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares they may hold in connection with the completion of our initial business combination.

The anchor investors will not be entitled to redemption rights with respect to any founder shares held by them in connection with the completion of our business combination.

If we seek stockholder approval of our initial business combination

and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor,

initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately

negotiated transactions or in the open market either prior to or following the completion of our initial business combination.

no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions,

subject to compliance with applicable law and The Nasdaq Stock Market rules.

However, they have no current commitments, plans or intentions

to engage in such transactions and have not formulated any terms or conditions for any such transactions.

None of the funds in the trust

account will be used to purchase shares or public warrants in such transactions.

If they engage in such transactions, they will be restricted

from making any such purchases when they are in possession of any material non-public information not disclosed to the seller

or if such purchases are prohibited by Regulation M under the Exchange Act.

In the event that our sponsor, initial stockholders, directors, officers,

advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to

exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares.

We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender

offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;

if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply

with such rules.

The purpose of any such purchases of shares could be to (i) vote

such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business

combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or

a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not

The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such

warrants on any matters submitted to the warrantholders for approval in connection with our initial business combination.

Any such purchases

of our securities may result in the completion of our initial business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float”

of our Class A common stock or public warrants may be reduced and the number of beneficial holders of our securities may be reduced,

which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our sponsor, initial stockholders, officers, directors and/or their

affiliates anticipate that they may identify the stockholders with whom our initial stockholders, officers, directors or their affiliates

may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted

by stockholders (in the case of Class A common stock) following our mailing of proxy materials in connection with our initial business

To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would

identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share

of the trust account or vote against our initial business combination, whether or not such stockholder has already submitted a proxy with

respect to our initial business combination but only if such shares have not already been voted at the stockholder meeting related to

our initial business combination.

Our sponsor, executive officers, directors, advisors or any of their affiliates will select which stockholders

to purchase shares from based on a negotiated price and number of shares and any other factors that they may deem relevant, and will only

purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

officers, directors and/or their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2)

or Rule 10b-5 of the Exchange Act.

We expect any such purchases will be reported pursuant to Section 13 and Section 16

of the Exchange Act to the extent such purchases are subject to such reporting requirements.

Redemption Rights for Public Stockholders upon Completion of Our

Initial Business Combination

We will provide our public stockholders with the opportunity to redeem

all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation

of the initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of

taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein.

The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting

commissions we will pay to the underwriters.

Our initial stockholders, sponsor, officers and directors have entered into a letter agreement

with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares they

may hold in connection with the completion of our initial business combination.

The anchor investors will not be entitled to redemption

rights with respect to any founder shares held by them in connection with the completion of our business combination.

Limitations on Redemptions

Our proposed initial business combination may impose a minimum cash requirement for:

(i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof.

We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

Our proposed initial business combination may impose a minimum cash

requirement for:

(i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general

corporate purposes or (iii) the retention of cash to satisfy other conditions.

In the event the aggregate cash consideration we would

be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy

cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us,

we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all

shares of Class A common stock submitted for redemption will be returned to the holders thereof.

We may, however, raise funds through

the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination,

including pursuant to forward purchase agreements or backstop arrangements, in order to, among other reasons, satisfy such net tangible

assets or minimum cash requirements.

Manner of Conducting Redemptions

We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) without a stockholder vote by means of a tender offer.

The decision as to whether we will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirements.

Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval.

So long as we maintain a listing for our securities on the NYSE, we will be required to comply with the NYSE’s stockholder approval rules.

The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above is contained in provisions of our amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on the NYSE.

We will provide our public stockholders with the opportunity to redeem

all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder

meeting called to approve the initial business combination or (ii) without a stockholder vote by means of a tender offer.

as to whether we will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by us,

solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the

transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirements.

Asset acquisitions

and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and

any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of

incorporation would require stockholder approval.

So long as we maintain a listing for our securities on The Nasdaq Stock Market, we will

be required to comply with The Nasdaq Stock Market’s stockholder approval rules.

The requirement that we provide our public stockholders with the opportunity

to redeem their public shares by one of the two methods listed above is contained in provisions of our amended and restated certificate

of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on The Nasdaq Stock

Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon.

If we amend such provisions of our amended and restated certificate of incorporation, we will provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting.

If we provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting, we will:

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

file proxy materials with the SEC.

If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination.

A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting.

Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased (including in open market and privately-negotiated transactions), and the anchor investors have agreed to vote any founder shares held by them, in favor of our initial business combination.

For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.

As a result of the recent redemptions by our public shareholders, our initial stockholders hold a sufficient number of shares to vote in favor of an initial business combination in order to have our initial business combination approved.

These quorum and voting thresholds, and the voting agreements of our initial stockholders and the anchor investors, may make it more likely that we will consummate our initial business combination.

Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction.

If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will:

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

file tender offer documents with the SEC prior to completing our initial business combination, which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.

If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable.

In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination.

In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included.

The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements.

We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost.

If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public stockholders who elected to redeem their shares.

Our proposed initial business combination may impose a minimum cash requirement for:

(i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

Limitation on Redemption Upon Completion of Our Initial Business Combination If We Seek Stockholder Approval

If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the public shares, which we refer to as the “Excess Shares,” without our prior consent.

We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.

Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in our IPO could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms.

By limiting our stockholders’ ability to redeem no more than 15% of the shares sold in our IPO without our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Delivering Stock Certificates in Connection with the Exercise of Redemption Rights

As described above, we intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable.

In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination.

the vote in which the name of the beneficial owner of such shares is included.

Accordingly, a public stockholder would have up to two business days prior to the vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights.

In the event that a stockholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed.

Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares.

There is a nominal cost associated with the above-referenced process and the act of certificating the shares or delivering them through the DWAC system.

The transfer agent will typically charge the broker submitting or tendering shares a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to submit or tender their shares.

The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable.

Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).

It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

If our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account.

In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

Redemption of Public Shares and Liquidation if No Initial Business Combination

Our amended and restated certificate of incorporation, as amended, provides that we will have until May 7, 2023 to complete our initial business combination, which may be extended by our board of directors in their sole discretion on a monthly basis up to and including September 7, 2023.

If we are unable to complete our initial business combination by such date, we 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 our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 18-month time period.

Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination by May 7, 2023 or any extended period of time that we may have to consummate an initial business combination as a result of the amendment to our amended and restated certificate of incorporation, dated March 6, 2023.

However, if our initial stockholders, sponsor or management team or the anchor investors acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the time allotted under our amended and restated certificate of incorporation, as amended.

Our initial stockholders, sponsor, officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by 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, or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders with the

opportunity to redeem their public shares upon approval of any such amendment 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), divided by the number of then outstanding public shares.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $2,000,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of our IPO and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account and any tax payments or expenses for the dissolution of the trust, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.05.

The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders.

We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.05.

Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets.

These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders.

While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account.

If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

The underwriters of our IPO and our independent registered public accounting firm have not executed agreements with us waiving such claims to the monies held in the trust account.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.

In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.05 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.05 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act.

However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company.

If we amend such provisions

of our amended and restated certificate of incorporation, we will provide our public stockholders with the opportunity to redeem their

public shares in connection with a stockholder meeting.

If we provide our public stockholders with the opportunity to redeem

their public shares in connection with a stockholder meeting, we will:

the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation

of proxies, and not pursuant to the tender offer rules, and

proxy materials with the SEC.

If we seek stockholder approval, we will complete our initial business

combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination.

A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company

representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting.

Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have

agreed to vote any founder shares they hold and any public shares purchased (including in open market and privately-negotiated transactions),

and the anchor investors have agreed to vote any founder shares held by them, in favor of our initial business combination.

of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval

of our initial business combination once a quorum is obtained.

As a result of the recent redemptions by our public shareholders, our initial

stockholders hold a sufficient number of shares to vote in favor of an initial business combination in order to have our initial business

combination approved.

These quorum and voting thresholds, and the voting agreements of our initial stockholders and the anchor investors,

may make it more likely that we will consummate our initial business combination.

Each public stockholder may elect to redeem its public

shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date

for the stockholder meeting held to approve the proposed transaction.

If a stockholder vote is not required and we do not decide to hold

a stockholder vote for business or other legal reasons, we will:

the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

tender offer documents with the SEC prior to completing our initial business combination, which contain substantially the same financial

and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange

Act, which regulates the solicitation of proxies.

In the event we conduct redemptions pursuant to the tender offer rules,

our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act,

and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.

If public stockholders

tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

Upon the public announcement of our initial business combination, if

we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance

with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under

the Exchange Act.

We intend to require our public stockholders seeking to exercise their

redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option,

either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository

Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer

documents, as applicable.

In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to

approve the initial business combination.

In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require

a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two

business days prior to the vote in which the name of the beneficial owner of such shares is included.

The proxy materials or tender offer

documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will

indicate whether we are requiring public stockholders to satisfy such delivery requirements.

We believe that this will allow our transfer

agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders,

which could delay redemptions and result in additional administrative cost.

If the proposed initial business combination is not approved

and we continue to search for a target company, we will promptly return any certificates or shares delivered by public stockholders who

elected to redeem their shares.

Our proposed initial business combination may impose a minimum cash

requirement for:

(i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general

corporate purposes or (iii) the retention of cash to satisfy other conditions.

In the event the aggregate cash consideration we would

be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy

cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us,

we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all

shares of Class A common stock submitted for redemption will be returned to the holders thereof.

We may, however, raise funds through

the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination,

including pursuant to forward purchase agreements or backstop arrangements, in order to, among other reasons, satisfy such net tangible

assets or minimum cash requirements.

Limitation on Redemption Upon Completion of Our Initial Business

Combination If We Seek Stockholder Approval

If we seek stockholder approval of our initial business combination

and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended

and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other

person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act),

will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the public shares, which we refer to

as the “Excess Shares,” without our prior consent.

We believe this restriction will discourage stockholders from accumulating

large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed

business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market

price or on other undesirable terms.

Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold

in our IPO could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our

management at a premium to the then-current market price or on other undesirable terms.

By limiting our stockholders’ ability to

redeem no more than 15% of the shares sold in our IPO without our prior consent, we believe we will limit the ability of a small group

of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection

with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of

However, we would not be restricting our stockholders’ ability

to vote all of their shares (including Excess Shares) for or against our initial business combination.

Delivering Stock Certificates in Connection with the Exercise of

Redemption Rights

As described above, we intend to require our public stockholders

seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to,

at the holder’s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer

agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set

forth in the proxy materials or tender offer documents, as applicable.

In the case of proxy materials, this date may be up to two

business days prior to the vote on the proposal to approve the initial business combination.

In addition, if we conduct redemptions

in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also

submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the

beneficial owner of such shares is included.

The proxy materials or tender offer documents, as applicable, that we will furnish to

holders of our public shares in connection with our initial business combination will indicate whether we are requiring public

stockholders to satisfy such delivery requirements.

Accordingly, a public stockholder would have up to two business days prior to

the vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer

materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise

its redemption rights.

In the event that a stockholder fails to comply with these or any other procedures disclosed in the proxy or

tender offer materials, as applicable, its shares may not be redeemed.

Given the relatively short exercise period, it is advisable

for stockholders to use electronic delivery of their public shares.

There is a nominal cost associated with the above-referenced process

and the act of certificating the shares or delivering them through the DWAC system.

The transfer agent will typically charge the broker

submitting or tendering shares a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the

redeeming holder.

However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights

to submit or tender their shares.

The need to deliver shares is a requirement of exercising redemption rights regardless of the timing

of when such delivery must be effectuated.

Any request to redeem such shares, once made, may be withdrawn at any

time up to the date set forth in the proxy materials or tender offer documents, as applicable.

Furthermore, if a holder of a public share

delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not

to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).

It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed

promptly after the completion of our initial business combination.

If our initial business combination is not approved or completed for

any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares

for the applicable pro rata share of the trust account.

In such case, we will promptly return any certificates delivered by public holders

who elected to redeem their shares.

Redemption of Public Shares and Liquidation if No Initial Business

Our amended and restated certificate of incorporation, as amended,

provides that we will have until June 7, 2024 to complete our initial business combination, which may be extended only by the vote of

our stockholders to approve an amendment to our amended and restated certificate of incorporation.

If we are unable to complete our initial

business combination by such date, we 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 our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our

obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption

rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business

Our initial stockholders, sponsor, officers and directors have entered

into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with

respect to any founder shares they hold if we fail to complete our initial business combination by June 7, 2024 or any extended period

of time that we may have to consummate an initial business combination as a result of the amendment to our amended and restated certificate

of incorporation, dated September 6, 2023.

However, if our initial stockholders, sponsor or management team or the anchor investors acquire

public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail

to complete our initial business combination within the time allotted under our amended and restated certificate of incorporation, as

Our initial stockholders, sponsor, officers and directors have agreed,

pursuant to a letter agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation

to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination

by June 7, 2024, which may be extended only by the vote of our stockholders to approve an amendment to our amended and restated certificate

of incorporation, or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination

activity, unless we provide our public stockholders with the opportunity to redeem their public shares upon approval of any such amendment

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), divided by the number of then outstanding

public shares.

We expect that all costs and expenses associated with implementing

our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $2,000,000

of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose.

if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent

that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us an additional

amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of our IPO and the sale

of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if

any, earned on the trust account and any tax payments or expenses for the dissolution of the trust, the per-share redemption

amount received by stockholders upon our dissolution would be approximately $10.05.

The proceeds deposited in the trust account could,

however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders.

cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.05.

Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision

for payments to be made in full, as applicable, if there are sufficient assets.

These claims must be paid or provided for before we make

any distribution of our remaining assets to our stockholders.

While we intend to pay such amounts, if any, we cannot assure you that we

will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service providers (other

than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute

agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit

of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that

they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary

responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain

an advantage with respect to a claim against our assets, including the funds held in the trust account.

If any third party refuses to

execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives

are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s

engagement would be in the best interests of the company under the circumstances.

Examples of possible instances where we may engage a

third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are

believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where

management is unable to find a service provider willing to execute a waiver.

The underwriters of our IPO and our independent registered

public accounting firm have not executed agreements with us waiving such claims to the monies held in the trust account.

there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,

any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.

In order to protect

the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third

party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter

of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account

to below the lesser of (i) $10.05 per public share and (ii) the actual amount per public share held in the trust account as of the

date of the liquidation of the trust account, if less than $10.05 per public share due to reductions in the value of the trust assets,

less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed

a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to

any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities

However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether

our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities

of our company.

Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.05 per public share.

In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares.

None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.05 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.05 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.

currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance.

Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.05 per share.

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.

The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination by 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, may be considered a liquidating distribution under Delaware law.

If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within by 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, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

If we are unable to complete our initial business combination within by 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, we 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 our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following our 18 th month and, therefore, we do not intend to comply with those procedures.

As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years.

However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

As described above, pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account.

As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the trust account is remote.

Further, our sponsor may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below (i) $10.05 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.

To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public stockholders.

Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders.

Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought against us for these reasons.

Our public stockholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination within by 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, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by 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, or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination.

As a result, if any such

claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could

be reduced to less than $10.05 per public share.

In such event, we may not be able to complete our initial business combination, and you

would receive such lesser amount per share in connection with any redemption of your public shares.

None of our officers or directors

will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced

below the lesser of (i) $10.05 per public share and (ii) the actual amount per public share held in the trust account as of the

date of the liquidation of the trust account if less than $10.05 per share due to reductions in the value of the trust assets, in

each case less taxes payable, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no

indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action

against our sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take

legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent

directors in exercising their business judgment may choose not to do so in any particular instance.

Accordingly, we cannot assure

you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.05 per

We will seek to reduce the possibility that our sponsor will have to

indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent

registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with

us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

Our sponsor will also not be liable

as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities

Under the DGCL, stockholders may be held liable for claims by third

parties against a corporation to the extent of distributions received by them in a dissolution.

The pro rata portion of our trust account

distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination

by June 7, 2024, which may be extended only by the vote of our stockholders to approve an amendment to our amended and restated certificate

of incorporation, may be considered a liquidating distribution under Delaware law.

If the corporation complies with certain procedures

set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice

period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation

may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders,

any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata

share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third

anniversary of the dissolution.

Furthermore, if the pro rata portion of our trust account distributed

to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within

by June 7, 2024, which may be extended only by the vote of our stockholders to approve an amendment to our amended and restated certificate

of incorporation, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful

(potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown),

then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful

redemption distribution, instead of three years, as in the case of a liquidating distribution.

If we are unable to complete our initial

business combination by June 7, 2024, which may be extended only by the vote of our stockholders to approve an amendment to our amended

and restated certificate of incorporation, we 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 our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our

obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Accordingly, it is our

intention to redeem our public shares as soon as reasonably possible following our 18 th month and, therefore, we do not

intend to comply with those procedures.

As such, our stockholders could potentially be liable for any claims to the extent of distributions

received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

Because we will not be complying with Section 280, Section 281(b)

of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and

pending claims or claims that may be potentially brought against us within the subsequent 10 years.

However, because we are a blank check

company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire,

the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

As described above, pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors, service providers

(other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business

execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account.

result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would

result in any liability extending to the trust account is remote.

Further, our sponsor may be liable only to the extent necessary to ensure

that the amounts in the trust account are not reduced below (i) $10.05 per public share or (ii) such lesser amount per public share

held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each

case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters

of our IPO against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed

to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

If we file a bankruptcy petition or an involuntary bankruptcy petition

is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may

be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.

the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public

stockholders.

Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed,

any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential

transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received

by our stockholders.

Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may

have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from

the trust account prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought against us for these

Our public stockholders will be entitled to receive funds from the

trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination

by June 7, 2024, which may be extended only by the vote of our stockholders to approve an amendment to our amended and restated certificate

of incorporation, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify

the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by

June 7, 2024, which may be extended only by the vote of our stockholders to approve an amendment to our amended and restated certificate

of incorporation, or with respect to any other material provisions relating to stockholders’ rights or pre-initial business

combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination.

In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account.

In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with the business combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account.

Such stockholder must have also exercised its redemption rights described above.

These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote.

Comparison of Redemption or Purchase Prices in Connection with Our Initial Business Combination and if We Fail to Complete Our Initial Business Combination

The following table compares the redemptions and other permitted purchases of public shares that may take place in connection with the completion of our initial business combination and if we are unable to complete our initial business combination by 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.

In the event we seek stockholder

approval in connection with our initial business combination, a stockholder’s voting in connection with the business combination

alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account.

stockholder must have also exercised its redemption rights described above.

These provisions of our amended and restated certificate of

incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote.

Comparison of Redemption or Purchase Prices in Connection with Our

Initial Business Combination and if We Fail to Complete Our Initial Business Combination

The following table compares the redemptions and other permitted purchases

of public shares that may take place in connection with the completion of our initial business combination and if we are unable to complete

our initial business combination by June 7, 2024, which may be extended only by the vote of our stockholders to approve an amendment to

our amended and restated certificate of incorporation.

Redemptions in

16 unchanged sentences

however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

If we are unable to complete our initial business combination by 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, we will redeem all 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.

If we are unable to complete our initial business combination by June

7, 2024, which may be extended only by the vote of our stockholders to approve an amendment to our amended and restated certificate of

incorporation, we will redeem all 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.

The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay our taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account).

1 unchanged sentence

The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions.

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions.

Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates.

Moreover, many of these competitors possess greater financial, technical, human and other resources than us.

In identifying, evaluating and selecting a target business for our

initial business combination, we may encounter competition from other entities having a business objective similar to ours, including

other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses

seeking strategic acquisitions.

Many of these entities are well established and have extensive experience identifying and effecting business

combinations directly or through affiliates.

Moreover, many of these competitors possess greater financial, technical, human and other

resources than us.

Our ability to acquire larger target businesses will be limited by our available financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition of a target business.

Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.

This inherent

limitation gives others an advantage in pursuing the acquisition of a target business.

Furthermore, our obligation to pay cash in connection

with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination

and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

We currently utilize office space at 333 East 91 st Street, New York, New York 10128 from our sponsor and the members of our management team.

We consider our current office space adequate for our current operations.

We currently have two executive officers:

We currently utilize office space at 333 East 91 st Street,

New York, New York 10128 from our sponsor and the members of our management team.

We consider our current office space adequate for our

current operations.

For the period covered by this Annual Report the Company had two executive

Michael Singer and Jeffrey Gary.

These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in.

We do not intend to have any full time employees prior to the completion of our initial business combination.

These individuals are not obligated to devote any specific number of hours to our matters but

they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial

business combination and the stage of the business combination process we are in.

We do not intend to have any full time employees prior

to the completion of our initial business combination.

On April 21, 2024, Mr.

Gary was removed as Company’s Chief Executive Officer

and Chief Financial Officer and was appointed the Assistant Finance Manager.

Further, on April 21, 2024, Mr.

Singer was appointed the

Company’s Chief Executive Officer and Glenn Worman was appointed the Company’s Chief Financial Officer.

Periodic Reporting and Financial Information

We have registered our units, Class A common stock and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accounting firm.

We will provide stockholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to stockholders to assist them in assessing the target business.

In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, accounting principles generally accepted in the United States of America (“GAAP”), or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”).

These financial statement requirements may limit the pool of potential target businesses we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above.

To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business.

While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.

We will be required to evaluate our internal control procedures for Beginning with the fiscal year ended December 31, 2022, we are required to evaluate our internal control procedures as required by the Sarbanes-Oxley Act.

However, we will only be required to have our internal control procedures audited to the extent we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company.

A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.

The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

We have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act.

As a result, we are subject to the rules and regulations promulgated under the Exchange Act.

We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of Class A common stock that are held by non-affiliates exceeds $700 million as of the prior June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30 th , and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30 th .

We have registered our units, Class A common stock and warrants

under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with

In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported

on by our independent registered public accounting firm.

We will provide stockholders with audited financial statements of the

prospective target business as part of the proxy solicitation materials or tender offer documents sent to stockholders to assist them

in assessing the target business.

In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled

to, accounting principles generally accepted in the United States of America (“GAAP”), or international financial reporting

standards as issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances, and the historical

financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (“PCAOB”).

These financial statement requirements may limit the pool of potential target businesses we may conduct

an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements

in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

We cannot assure

you that any particular target business identified by us as a potential business combination candidate will have financial statements

prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial

statements in accordance with the requirements outlined above.

To the extent that these requirements cannot be met, we may not be able

to acquire the proposed target business.

While this may limit the pool of potential business combination candidates, we do not believe

that this limitation will be material.

We will be required to evaluate our internal control procedures for

Beginning with the fiscal year ended December 31, 2022, we are required to evaluate our internal control procedures as required by

the Sarbanes-Oxley Act.

However, we will only be required to have our internal control procedures audited to the extent we are deemed

to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company.

A target business may not

be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.

The development of the internal

controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any

such business combination.

We have filed a Registration Statement on Form 8-A with the

SEC to voluntarily register our securities under Section 12 of the Exchange Act.

As a result, we are subject to the rules and regulations

promulgated under the Exchange Act.

We have no current intention of filing a Form 15 to suspend our reporting or other obligations under

the Exchange Act prior or subsequent to the consummation of our initial business combination.

We are an “emerging growth company,” as defined in Section 2(a)

of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As such, we are eligible

to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not

“emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports

and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation

and stockholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive

as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an

“emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the

Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company” can delay

the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We intend to take advantage

of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the

last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual

gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market

value of our shares of Class A common stock that are held by non-affiliates exceeds $700 million as of the prior June

30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities

during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined

in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations,

including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until

the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million

as of the prior June 30 th , and (2) our annual revenues exceeded $100 million during such completed fiscal year and

the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30 th .

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

RECENT EVENTS

The Special Meeting, Charter Amendment, Redemptions and SPAC Extension

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

At the Special Meeting, the Company’s stockholders voted on and approved the following proposals:

(i) a proposal to amend the Charter to extend the date by which the Company has to consummate a business combination for an additional one month, from March 7, 2023 to April 7, 2023 and thereafter, at the discretion of the board of directors of the Company and without a vote of the stockholders, up to five (5) times for an additional one month each time, for a total of up to five additional months to September 7, 2023 (the “First Charter Amendment Proposal”), (ii) a proposal to amend the Company’s amended and restated certificate of incorporation (the “Charter”) to eliminate from the Charter the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Second Charter Amendment Proposal”), and (iii) a proposal to amend the Charter to provide for the right of a holder of Class B common stock of the Company, par value $0.0001 per share (“Class B Common Stock”) to convert such shares into shares of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”) on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Third Charter Amendment Proposal” and together with the First Charter Amendment Proposal and the Second Charter Amendment Proposal, the “Charter Amendment Proposals”).

The results of the Special Meeting were previously disclosed in the Company’s Current Report on Form 8-K, which was filed on March 8, 2023, and is incorporated herein by reference.

Following the Special Meeting, on March 6, 2023, as described below under Item 5.07, the stockholders of Insight Acquisition Corp.

(the “Company” or “INAQ”) approved an amendment to the Company’s Charter to implement the Charter Amendment Proposals, as defined above (together, the “Charter Amendment”).

In connection with the Charter Amendments, stockholders redeemed 21,151,393 shares of Class A Common Stock, which represents approximately 88.1% of the shares that were part of the units that were sold in the Company’s initial public offering.

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.

The Charter Amendment became effective on March 6, 2023 upon filing with the Secretary of State of the State of Delaware.

See The Company’s Current Report on Form 8-K, which was filed on March 8, 2023, and is incorporated herein by reference.

There is no material litigation, arbitration or governmental proceeding

currently pending against us or any members of our management team in their capacity as such.

The March 6, 2023 Special Meeting, Charter Amendment, Redemptions

and SPAC Term Extension

As previously disclosed, on March 6, 2023 the Company held a special

meeting (the “Special Meeting”) of stockholders.

At the Special Meeting, the Company’s stockholders voted on and approved

the following proposals:

(i) a proposal to amend the Charter to extend the date by which the Company has to consummate a business combination

for an additional one month, from March 7, 2023 to April 7, 2023 and thereafter, at the discretion of the board of directors of the Company

and without a vote of the stockholders, up to five (5) times for an additional one month each time, for a total of up to five additional

months to September 7, 2023 (the “First Charter Amendment Proposal”), (ii) a proposal to amend the Company’s amended

and restated certificate of incorporation (the “Charter”) to eliminate from the Charter the limitation that the Company may

not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance

with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company

to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Second Charter Amendment

Proposal”), and (iii) a proposal to amend the Charter to provide for the right of a holder of Class B common stock of the Company,

par value $0.0001 per share (“Class B Common Stock”) to convert such shares into shares of Class A common stock of the Company,

par value $0.0001 per share (“Class A Common Stock”) on a one-for-one basis prior to the closing of a business combination

at the election of the holder (the “Third Charter Amendment Proposal” and together with the First Charter Amendment Proposal

and the Second Charter Amendment Proposal, the “Charter Amendment Proposals”).

The results of the Special Meeting were previously

disclosed in the Company’s Current Report on Form 8-K, which was filed on March 8, 2023, and is incorporated herein by reference.

A copy of the Charter Amendment is attached hereto as Exhibit 3.2, and is incorporated herein by reference.

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.

Conversion of Class B shares of common stock to Class shares of common stock.

As of December 31, 2022, the Company had 6,000,000 shares of Class B common stock issued and outstand.

On March 22, 2023, holders of 5,100,000 shares of Class B common stock, converted such shares to Class A common stock.

Accordingly, following such conversion the Company has 7,948,607 shares of Class A common stock issued and outstanding and 900,000 shares of Class B common stock issued and outstanding.

The Business Combination Agreement

A copy of the BCA is attached hereto as Exhibit 2.1, and is incorporated herein by reference..

Structure of the Transaction

The acquisition is structured as a redomicle followed by a reverse triangular merger transaction, resulting in the following:

(a) prior to the closing of the business combination, SPAC will continue (the “SPAC Continuance”) from the State of Delaware under the Delaware General Corporation Law (“DGCL”) to the Province of Alberta under the Business Corporations Act (Alberta) (“ABCA”) and change its name to Avila Energy Inc.

(“AB PubCo”).

(b) at least one Business Day following the SPAC Continuance, and in accordance with the applicable provisions of the the Plan of Arrangement and the ABCA, Amalco Sub and the Company will merge to form one corporate entity with the same effect as if they had amalgamated under Section 181 of the ABCA (the “Amalgamation”), and as a result of the Amalgamation, (i) each Company Share issued and outstanding immediately prior to the Amalgamation Effective Time will be automatically exchanged for the right to receive a number of AB PubCo Common Shares equal to the Conversion Ratio, and (ii) each Company Option and Company Warrant issued and outstanding immediately prior to the Amalgamation Effective Time will be assumed by AB PubCo and shall be converted into a Converted Option and Converted Warrant, respectively, and (iii) each Company Debenture issued and outstanding immediately prior to the Amalgamation Effective Time (for the avoidance of doubt, excluding the Forced Conversion Company Debentures) will be amended to be convertible for common shares of the Avila Surviving Company, which common shares of the Avila Surviving Company, upon issuance following exercise of the applicable Company Debenture, will be immediately and automatically exchanged for an equivalent number of AB PubCo Common Shares (the SPAC Continuance and the Amalgamation, together with the other transactions related thereto, the “Proposed Transactions”).

(c) Contemporaneously with the execution of the BCA, several investors entered into a forward share purchase agreement pursuant to which such investors may purchase SPAC Class A Shares from other SPAC Shareholders who have elected to redeem such shares in connection with the Proposed Transactions.

Purchases by such investors will be made through brokers in the open market after the redemption deadline in connection with the Proposed Transactions at a price no higher than the redemption price to be paid by SPAC in connection with the Proposed Transactions.

(d) In addition, contemporaneously with the execution of the BCA, (i) Mr.

Leonard Van Betuw, the principal shareholder of Avila, certain Avila directors, officers, employees and consultants (the “Company Earn-Out Participants”) entitled to receive a portion of the Earn-Out Shares (as defined below) entered into a Company Support & Lock-Up Agreement (the “Company Support Agreement”), pursuant to which Mr.

Van Betuw agreed, among other things, to approve the BCA and the Proposed Transactions and such Company Earn-Out Participants agreed to certain transfer restrictions regarding any Earn-Out Shares they may receive, and (ii) certain holders of SPAC’s common stock, par value $0.0001 per share (“SPAC Common Stock”) entered into an amended and restated Sponsor Support Agreement (the “Founder Support Agreement”), pursuant to which, among other things, such holders of SPAC Common Stock agreed to approve the BCA and the Proposed Transactions and pursuant to which the lock-up provisions originally agreed to at the time of the SPAC’s IPO were modified, as more fully described below.

Pursuant to such amended and restated Founder Support Agreement, such SPAC parties have agreed not to transfer AB PubCo common shares, par value $0.0001 per share (“AB PubCo Common Shares”) received pursuant to the SPAC Continuance or as Earn-Out Shares (each as defined below) except as follows:

From and after the Closing Date, 50% of such SPAC party’s AB PubCo Common Shares received in the SPAC Continuance shall not be subject to any lock-up restrictions and shall be freely tradable.

From and after the earlier of (i) the one year anniversary of the Closing Date, and (ii) the date on which the closing price of the AB PubCo Common Shares equals or exceeds $12.00 per share for any twenty (20) Trading Days within any thirty (30)-consecutive Trading Day period beginning at least 150 days following the Closing Date, each such SPAC Party may sell the remaining 50% of such party’s AB PubCo Common Shares received in the SPAC Continuance.

From and after the issuance of Earn-Out Shares, if any, 50% of such SPAC party’s Earn-Out Shares shall not be subject to any lock-up restrictions and shall be freely tradable.

From and after the six month anniversary of the issuance of Earn-Out Shares, each such SPAC party may sell the remaining 50% of such party’s Earn-Out Shares.

Pursuant to each Company Support Agreement, such Avila parties have agreed not to transfer AB PubCo Common Shares received as Share Consideration or Earn-Out Shares (each as defined below) except as follows:

From and after the Closing Date, 50% of such Avila party’s AB PubCo Common Shares received as Share Consideration shall not be subject to any lock-up restrictions and shall be freely tradable.

From and after the earlier of (i) the one year anniversary of the Closing Date, and (ii) the date on which the closing price of the AB PubCo Common Shares equals or exceeds $12.00 per share for any twenty (20) Trading Days within any thirty (30)-consecutive Trading Day period beginning at least 150 days following the Closing Date, each such Avila Party may sell the remaining 50% of such party’s AB PubCo Common Shares received as Share Consideration.

From and after the issuance of Earn-Out Shares, if any, 50% of such Avila’s party’s Earn-Out Shares shall not be subject to any lock-up restrictions and shall be freely tradable.

From and after the six month anniversary of the issuance of Earn-Out Shares, each such Avila party may sell the remaining 50% of such party’s Earn-Out Shares.

In the event of certain changes of control of AB PubCo after the Closing Date pursuant to which all of its securityholders shall be entitled to exchange such securities for cash, securities or other property, all of such foregoing lock-up provisions shall terminate automatically.

Pursuant to the Charter Amendment the board of directors of the Company

approved the extension of the date by which the Company has to consummate a business combination to September 7, 2023 and authorized management

to deposit $480,000 into the Trust Account for such extension.

Management deposited $480,000 into the Trust Account and the date by which

the Company had to consummate a business combination was extended to September 7, 2023.

Conversion of Class B shares of common stock to Class A shares

of common stock.

As of December 31, 2022, the Company had 6,000,000 shares of Class

B common stock issued and outstanding.

On March 22, 2023, holders of 5,100,000 shares of Class B common stock, converted such shares to

Class A common stock.

Accordingly, following such conversion the Company has 7,948,607 shares of Class A common stock issued and outstanding

and 900,000 shares of Class B common stock issued and outstanding.

Initial Proposed Business Combination

On April 3, 2023, Insight Acquisition Corp.,

a Delaware corporation (the “Company”), Avila Amalco Sub Inc., an Alberta corporation (“Amalco Sub”) and Avila

Energy Corporation, an Alberta corporation (“Avila”), entered into a business combination agreement (the “Avila BCA”)

pursuant to which the Company will acquire Avila for consideration of shares of the Company following its redomicile into the Province

The terms of the Avila BCA, which contained customary representations and warranties, covenants, closing conditions and other

terms relating to the mergers and the other transactions contemplated thereby, are summarized below.

The Company’s entry into the

Avila BCA was previously disclosed in the Company’s Current Report on Form 8-K, which was filed on April 4, 2023, and is incorporated

herein by reference.

On August 10, 2023, the Company and Avila entered

into a Letter Agreement providing for the mutual termination of the Avila BCA.

The Letter Agreement provides for the mutual release of

claims against the other party and also provides that Avila will pay to SPAC $300,000 in partial reimbursement of expenses incurred by

SPAC in connection with the Avila BCA (the “Avila Payment”).

The Avila Payment is due and payable as follows:

1) up to $300,000

immediately upon Avila’s receipt of net proceeds from any financing, public or private, in excess of U.S.

$3,000,000, -or- (2) (i)

$50,000 by December 1, 2023, (ii) $100,000 by February 1, 2024 and (iii) $150,000 by April 1, 2024.

The termination of the Avila BCA was

previously disclosed in the Company’s Current Report on Form 8-K, which was filed on August 11, 2023, and is incorporated herein

by reference.

As previously disclosed, on March 29, 2023,

the Company entered into a forward share purchase agreement (the “Forward Share Purchase Agreement”) with Avila, Meteora Special

Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (collectively, “Seller”)

for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”).

The Forward Share Purchase Agreement was

terminated as a result of the termination of the Avila BCA on August 10, 2023, as described above.

Polar Subscription Agreement

On August 30, 2023, the Company, Sponsor and Polar

Multi-Strategy Master Fund (“Polar”), an investor, entered into an agreement (the Subscription Agreement”) in which

Polar has agreed to fund the Sponsor up to $1,000,000, pursuant to written draw down requests (a “Capital Call”), and the

Sponsor will in turn loan such funds to the Company, to cover the Company’s working capital expenses (each a “Sponsor Loan”).

In September 2023, Polar funded Sponsor $150,000 under the Subscription Agreement and the Sponsor loaned the Company $150,000 from Polar.

All subsequent Capital Calls are subject to the mutual consent of the Company, Sponsor and Polar.

All Capital Calls funded by Polar shall

not accrue interest and are repayable by the Sponsor at the closing of the Company’s initial business combination.

At the option

of Polar, all Capital Calls funded by Polar may be repaid by the Company through the issuance of 1 share of Class A Common Stock for each

$10 of the outstanding Capital Calls funded by Polar.

Sponsor is also responsible to reimburse Polar for its reasonable attorney’s

fees incurred in connection with the Subscription Agreement up to $5,000.

In the event, a business combination does not occur and the

Company’s liquidates, then all Capital Calls funded by Polar out of cash held in the Sponsor’s bank accounts and/or the Company’s

bank accounts, excluding the Company’s Trust Account.

The Sponsor Loans shall not accrue interest and shall be repaid by the Company

at the closing of the business combination.

In consideration of the funds received, the Company

will issue, at the closing of its business combination, to Polar one (1) shares of the company’s Class A Common Stock for each dollar

Polar funds through the Capital Calls (“Subscription Shares”).

The Subscription Shares shall not be subject to any transfer

restrictions or any other lock-up provisions, earn outs, or other contingencies.

The Subscription Shares (i) to the extent feasible and

in compliance with all applicable laws and regulations shall be registered as part of any registration statement issuing shares before

or in connect ion with the Business Combination Closing or (ii) if no such registration statement is filed in connection with the Business

Combination Closing, shall promptly be registered pursuant to the first registration statement filed by the Company or the surviving entity

following the Business Combination Closing, which shall be filed no later than 30 days after the Business Combination Closing and declared

effective no later than 90 days after the Business Combination Closing.

The Sponsor shall not sell, transfer, or otherwise dispose of

any securities owned by the Sponsor until the Subscription Shares have been transferred to the Investor and the registration statement

has been made effective.

In the event the Sponsor of the Company default

in their obligations under the Subscription Agreement (a “Default”), then the Sponsor shall be required to transfer to Polar

0.1 share of Class A Common Stock or Class B Common Stock for each $1 that Polar has funded under the Capital Calls as of the date of

such Default and shall be required repeat such issuance for each month the such Default continues.

The foregoing description of the Subscription

Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual Subscription Agreement,

a copy of which is attached to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 as Exhibit 10.10, which was filed

on October 25, 2023, and incorporated herein by reference.

September 7, 2023 Annual Meeting of Stockholders

The Company held an annual meeting of stockholders on September 6,

2023 (the “Annual Meeting”).

At the Annual Meeting the Company’s stockholders approved the filing of a Second Amendment

(the “Second Charter Amendment”) to its Amended and Restated Certificate of Incorporation (the “Charter”) with

the Delaware Secretary of State to modify the terms and extend time by which the Company has to consummate an initial business combination

(the “Business Combination”) from September 7, 2023 to June 7, 2024, provided that the Company deposits the lesser of $20,000

and $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account, as defined

in the Charter for each one-month extension.

In connection with the stockholder’s vote at the Annual Meeting and the filing of the

Second Charter Amendment, 1,847,662 shares of the Company’s Class A Common Stock, $0.0001 par value per share, were tendered for

redemption in exchange for a total redemption payment of $19,208,848 from the Trust Account.

The results of the Annual Meeting were previously

disclosed in the Company’s Current Report on Form 8-K, which was filed on September 8, 2023, and is incorporated herein by reference.

A copy of the Second Charter Amendment is attached hereto as Exhibit 3.3, and is incorporated herein by reference.

Pursuant to the Second Charter Amendment the board of directors of

the Company approved the extension of the date by which the Company has to consummate a business combination to June 7, 2024 and authorized

management to deposit $180,000 into the Trust Account for such extension.

Management deposited $180,000 into the Trust Account and the

date by which the Company had to consummate a business combination was been extended to June 7, 2024.

Alpha Modus Business Combination Agreement

Effective as of October 13, 2023, Insight Acquisition

Corp., a Delaware corporation (“ SPAC ”), IAC Merger Sub Inc., a Florida corporation (“ Merger Sub ”)

and Alpha Modus, Corp., a Florida corporation (“ Alpha Modus ”), entered into a business combination agreement and plan

of merger (the “ BCA ”) pursuant to which Merger Sub will merge with and into Alpha Modus with Alpha Modus as the surviving

corporation and becoming a wholly-owned subsidiary of the SPAC (the “ Merger ”).

The Board of Directors of the SPAC (the

“ Board ”) has unanimously approved and declared advisable the BCA, the Merger and the other transactions contemplated

thereby (the “ Proposed Transactions ”).

A copy of the BCA is filed as Exhibit 2.1 hereto and is incorporated

herein by reference.

Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given

to them in the BCA.

Consideration

(a) Closing Share Consideration.

The Share Consideration for Avila Securityholders is 12,528,000 AB PubCo Common Shares issued on the Closing Date (the “Share Consideration”), together with the assumption by AB PubCo of certain options and warrants of Avila outstanding at the Closing Date.

SPAC Common Stock and warrants issued and outstanding immediately prior to the consummation of the Proposed Transactions will become AB PubCo Common Shares or AB PubCo warrants, as the case may be, on a one-for-one basis by operation of law pursuant to the SPAC Continuance.

(b) Earn-Out Shares.

Certain directors, officers, employees and consultants of Avila who are residents of Canada for Canadian tax purposes and certain designees of SPAC may be issued up to 7,000,000 additional AB PubCo Common Shares (“Earnout Shares”).

The Earnout Shares will be issued if, for any twenty (20) Trading Days within any thirty (30)-consecutive Trading Day period beginning on the Closing Date and ending on the date that is forty-eight (48) months following the Closing Date, the VWAP of AB PubCo Common Shares equals or exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing).

(a) Conversion

of Securities and Merger Consideration

Each share of Alpha Modus common stock (other

than the Dissenting Shares and the Cancelled Shares (as such terms are defined in the BCA)) will be converted into (i) the right to receive

Earnout Shares (as defined below) (which may be zero), and (ii) a certain number of shares of SPAC Class A Common Stock (“ Common

Shares ”) equal to (x) $110,000,000 divided by the total number of shares of Alpha Modus capital stock outstanding on a fully

diluted basis as of the date of Closing, divided by (y) $10 (the “Merger Consideration”), with the maximum aggregate Merger

Consideration being 11,000,000 Common Shares issuable to Alpha Modus common stockholders in the Merger.

Alpha Modus currently has, and

as of Closing will have, no outstanding options, warrants or other convertible securities outstanding, so no SPAC warrants, options or

stock will be issued to any Alpha Modus convertible security holders in the Merger.

SPAC common stock and warrants issued and outstanding

immediately prior to the consummation of the Merger will continue to be outstanding after the closing of the Merger, except that all shares

of SPAC Class B Common Stock outstanding as of the Closing will be converted into the same number of shares of SPAC Class A Common Stock

as of the Closing.

The stockholders of Alpha Modus may be issued

up to 2,200,000 additional Common Shares (the “ Alpha Modus Earnout Shares ”).

The Alpha Modus Earnout Shares will be

earned and issued in one-third (1/3) increments (of approximately 733,333 shares) if, for any twenty (20) Trading Days within any thirty

(30)-consecutive Trading Day period beginning at least 180 days after the Closing Date and on or prior to the 5-year anniversary of the

Closing Date, the VWAP of the Common Shares equals or exceeds $13.00 per share, $15.00 per share and $18.00 per share (as equitably adjusted

for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing), respectively, with all remaining Alpha

Modus Earnout Shares earned and issued upon a Change of Control of the SPAC at or prior to the 5-year anniversary of the Closing Date.

At the Closing, the SPAC’s sponsor, Insight

Acquisition Sponsor LLC (the “ Sponsor ”) will deposit 750,000 Common Shares into escrow (the “ Sponsor Earnout

Shares ”), and the Sponsor Earnout Shares will be released to the Sponsor according to the same milestones and timelines applicable

to the Alpha Modus Earnout Shares described above.

and Issuances to Creditors of Alpha Modus and the SPAC

At the Closing, (i) the combined company in the

Merger will pay off the SPAC’s loan(s) from Polar Multi-Strategy Master Fund (“ Polar ”) up to a maximum of $1,000,000,

(ii) the combined company in the Merger will pay off Alpha Modus’s loans from Janbella Group, LLC (“ Janbella ”)

up to a maximum of $1,000,000, (iii) and the SPAC will issue to Polar and Janbella each a number of Common Shares equal to the amount

paid off divided by $1.00.

Proxy Statement/Prospectus and Stockholder Meeting

As promptly as practicable after the date of the BCA, (i) SPAC will prepare and file with the Securities and Exchange Commission (the “SEC”) the proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the stockholders of SPAC soliciting proxies from such stockholders to obtain the Required SPAC Shareholder Approval at the meeting of SPAC’s stockholders and (ii) AB PubCo and SPAC will prepare and file with the SEC a registration statement on Form S-4 or such other applicable form, in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the AB PubCo Common Shares issuable in connection with the Proposed Transactions.

The Closing will be on a date to be specified by SPAC and Avila, but in no event later than two Business Days following the satisfaction or waiver of all of the closing conditions.

It is expected that the Closing will occur on or before September 7, 2023.

As promptly as practicable after the date of the

BCA, (i) the SPAC with the assistance of Alpha Modus will prepare and file with the Securities and Exchange Commission (the “ SEC ”)

a proxy statement/prospectus on Form S-4 (as amended or supplemented from time to time, the “ Proxy Statement/Prospectus ”)

to be used as a proxy statement sent to the stockholders of SPAC soliciting proxies from such stockholders to obtain the required SPAC

shareholder approval at a meeting of the SPAC’s stockholders and as a prospectus, in connection with the registration under the

Securities Act of 1933, as amended (the “ Securities Act ”), of the Common Shares issuable in connection with the Proposed

Transactions.

The Closing will be on a date to be specified

by the SPAC and Alpha Modus, but in no event later than three Business Days following the satisfaction or waiver of all of the closing

It is expected that the Closing will occur on or before June 7, 2024.

Representations, Warranties and Covenants

The BCA contains customary representations, warranties and covenants of (a) Avila and (b) SPAC and Amalco Sub relating to, among other things, their ability and authority to enter into the BCA and their capitalization and operations.

The BCA contains customary representations, warranties

and covenants of (a) Alpha Modus and (b) SPAC and Merger Sub relating to, among other things, (i) entity organization, good standing and

qualification, (ii) capital structure, (iii) authorization to enter into the BCA, (iv) compliance with laws and permits, (v) taxes, (vi)

financial statements and internal control over financial reporting, (vii) real and personal property, (viii) material contracts, (ix)

environmental matters, (x) absence of changes, (xi) employee matters, (xii) litigation, and (xiii) brokers and finders.

The BCA includes customary covenants of the parties

with respect to operation of their respective businesses prior to consummation of the Merger and efforts to satisfy conditions to consummation

of the Merger.

The BCA also contains additional covenants of the parties, including, among others, covenants providing for the registrant

and Alpha Modus to use reasonable best efforts to cooperate in the preparation of the Registration Statement and Proxy Statement (as each

such term is defined in the Agreement) required to be filed in connection with the Merger and to obtain all requisite approvals of their

respective stockholders including, in the case of the registrant, approvals of a restated certificate of incorporation, the post-closing

board of directors and the share issuance under Nasdaq rules.

The registrant has also agreed to include in the Proxy Statement the

recommendation of its board that stockholders approve all of the proposals to be presented at the special meeting.

Each of the registrant and Alpha Modus has agreed

that from the date of the BCA to the earlier of the closing of the Merger and the termination of the BCA, neither Alpha Modus nor the

(i) encourage, solicit, initiate, engage or participate in negotiations with any party concerning any alternative transaction,

(ii) take any other action intended or designed to facilitate the efforts of any person relating to a possible alternative transaction

or (iii) approve, recommend or enter into any alternative transaction or any contract or agreement related to any alternative transaction.

Conditions to Closing

General Conditions

The obligation of the parties to consummate the Proposed Transactions is conditioned on, among other things, the satisfaction or waiver (where permissible) by SPAC and Avila of the following conditions, (a) the stockholders of SPAC have approved and adopted the Required SPAC Shareholder Approval;

(b) absence an adverse Law or Order of a Governmental Authority;

(d) the AB PubCo Common Shares, shall have been approved for listing on The New York Stock Exchange or The NASDAQ Stock Market;

and (e) shareholders of Avila shall have approved the Plan of Arrangement in accordance with the ABCA.

SPAC and Amalco Sub Conditions to Closing

The obligations of SPAC, and Amalco Sub to consummate the Proposed Transactions are subject to the satisfaction or waiver by SPAC (where permissible) of the following additional conditions:

The (i) Company Specified Representations are true and correct in all material respects at and as of the Closing Date as though such Company Specified Representations were made at and as of the Closing Date (other than in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), and (ii) representations and warranties set forth in Article V (other than the Company Specified Representations), without giving effect to materiality, Material Adverse Effect or similar qualifications, are true and correct in all respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (other than in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which will be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (the “Avila Representation Condition”).

Avila shall have performed or complied in all material respects with all agreements and covenants required by the BCA to be performed or complied with by it on or prior to the consummation of the Amalgamation (the “Avila Covenant Condition”).

There has been no event that is continuing that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Avila MAE Condition”).

The Guatemala Oil and Gas Joint Venture Agreement shall have been entered into in form and substance reasonably acceptable to SPAC.

Avila shall have delivered to SPAC a certificate, dated the Closing Date, signed by an executive officer of Avila, certifying as to the satisfaction of the Avila Representation Condition, the Avila Covenant Condition and the Avila MAE Condition (as it relates to Avila).

Avila shall have delivered a certificate, signed by the secretary of Avila, certifying that true, complete and correct copies of the Organizational Documents of Avila, as in effect on the Closing Date, and the resolutions of Avila’s board of directors authorizing and approving the Proposed Transactions are attached to such certificate.

Avila shall have delivered, or cause to be delivered, to SPAC and AB PubCo counterpart signatures of any outstanding Company Support Agreements.

Avila Conditions to Closing

The obligations of Avila to consummate the Proposed Transactions are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

The (i) SPAC Specified Representations are true and correct in all material respects at and as of the Closing Date as though such SPAC Specified Representations were made at and as of the Closing Date (other than in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), and (ii) representations and warranties set forth in Articles III and IV (other than the SPAC Specified Representations), without giving effect to materiality, Material Adverse Effect or similar qualifications, are true and correct in all respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (other than in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which will be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a SPAC Material Adverse Effect (the “SPAC Representation Condition”).

Each of SPAC and Amalco Sub, respectively, shall have performed or complied in all material respects with all agreements and covenants required by the BCA to be performed or complied with by it on or prior to the consummation of the SPAC Continuance (the “SPAC Covenant Condition”).

There has been no event that is continuing that would individually, or in the aggregate, reasonably be expected to have an SPAC Material Adverse Effect (the “SPAC MAE Condition”).

SPAC shall have delivered to Avila a certificate, dated the Closing Date, signed by an authorized officer of SPAC, certifying as to the satisfaction of the SPAC Representation Condition, the SPAC Covenant Condition and the SPAC MAE Condition.

SPAC shall have delivered to Avila, dated the Closing Date, signed by the Secretary of SPAC certifying as to the resolutions of SPAC’s, and Amalco Sub’s respective board of directors unanimously authorizing and approving the Proposed Transactions and respective stockholders or members, as applicable, authorizing and approving the Proposed Transactions.

The individuals set forth on a schedule to the BCA shall have entered into indemnification agreements with AB PubCo effective as of the Closing.

SPAC and AB PubCo shall have delivered to Avila resignations of certain directors and executive officers of SPAC and Amalco Sub.

The BCA may be terminated at any time by Avila or SPAC, respectively, as follows:

(a) By SPAC or Avila, if (i) SPAC and Avila provide mutual written consent;

(ii) the Amalgamation does not occur on or before October 31, 2023 subject to a one-time thirty (30)-day extension upon written agreement of the parties (the “Outside Date”) (provided, however, that the right to terminate the BCA under the clause described in this clause will not be available to a party if the inability to satisfy such conditions was due to the failure of such party to perform any of its obligations under the BCA);

(iii) if any adverse Law or Order of a Governmental Authority is in effect and has become final and nonappealable;

or (iv) if either the Required SPAC Shareholder Approval or the Company Shareholder Approval is not adopted and approved.

(b) By SPAC or Avila if Avila’s board of directors or any committee thereof has withdrawn or modified, or publicly proposed or resolved to withdraw, the recommendation that the Avila Shareholders vote in favor of the Company Shareholder Approval or Avila enters into a Superior Proposal, in which case Avila must pay SPAC a $5 million termination fee.

(c) By Avila upon written notice to SPAC, in the event of a breach of any representation, warranty, covenant or agreement on the part of the Acquiror Parties, such that the conditions specified in Sections 8.2(a) or 8.2(b) of the BCA would not be satisfied at the Closing, and which, (i) with respect to any such breach that is capable of being cured, is not cured by SPAC within 30 Business Days after receipt of written notice thereof, or (ii) is incapable of being cured prior to the Outside Date;

provided, that Avila will not have the right to terminate if it is then in breach of any of its representations, warranties, covenants or agreements set forth in the BCA.

(d) By Avila upon written notice to SPAC if there has been a SPAC Material Adverse Event or Amalco Sub Material Adverse Event which is not cured by SPAC within 30 Business Days days after receipt of written notice thereof.

(e) By SPAC upon written notice to Avila, in the event of a breach of any representation, warranty, covenant or agreement on the part of Avila, such that the conditions specified in Section 8.3(a) or 8.3(b) of the BCA would not be satisfied at the Closing, and which, (i) with respect to any such breach that is capable of being cured, is not cured by Avila within 30 Business Days after receipt of written notice thereof, or (ii) is incapable of being cured prior to the Outside Date;

provided, that SPAC will not have the right to terminate the BCA if it is then in breach of any of its representations, warranties, covenants or agreements set forth in the BCA or if Avila has filed (and is then pursuing) an action seeking specific performance, in which case Avila must pay SPAC a $5 million termination fee.

(g) By SPAC upon written notice to Avila if there has been a Company Material Adverse Event which is not cured by Avila within 30 Business Days after receipt of written notice thereof, in which case Avila must pay SPAC a $5 million termination fee.

A copy of the BCA is attached to this Annual Report on Form 10-K as Exhibit 2.1 and is incorporated herein by reference.

The foregoing description of the BCA is qualified in its entirety by reference to the full text of the BCA.

The BCA is included to provide investors and security holders with information regarding its terms.

It is not intended to provide any other factual information about SPAC, Avila or the other parties thereto.

In particular, the assertions embodied in representations and warranties by Avila, AB PubCo, SPAC, and Amalco Sub contained in the BCA are qualified by information in the disclosure schedules provided by the parties in connection with the signing of the BCA.

These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the BCA.

Moreover, certain representations and warranties in the BCA were used for the purpose of allocating risk between the parties, rather than establishing matters as facts.

Accordingly, investors and security holders should not rely on the representations and warranties in the BCA as characterizations of the actual state of facts about Avila, AB PubCo, SPAC and Amalco Sub.

Amended and Restated Sponsor Support Agreement

Contemporaneously with the execution of the BCA, certain holders of the SPAC Common Stock entered into the amended and restated Sponsor Support Agreement, pursuant to which such holders agreed to approve the BCA and the Proposed Transactions and to continue to observe modified restrictions on transfer of SPAC securities beneficially owned by them as described above.

The foregoing description of the Amended and Restated Sponsor Support Agreement is qualified in its entirety by reference to the full text of Amended and Restated Sponsor Support Agreement, a copy of which is included as Exhibit 10.10 to this Annual Report on Form 10-K, and incorporated herein by reference.

Company Support & Lock-Up Agreement

Contemporaneously with the execution of the BCA, Mr.

Leonard Van Betuw entered into a Company Support & Lock-Up Agreement, pursuant to which he agreed to approve the BCA and the Proposed Transactions and to observe certain restrictions on transfer of Avila securities beneficially owned by him as described above.

The foregoing description of the Company Support & Lock-Up Agreement is qualified in its entirety by reference to the full text of Company Support Agreement, a copy of which is included as Exhibit 10.11 to this Annual Report on Form 10-K, and incorporated herein by reference.

The obligation of the parties to consummate the

Proposed Transactions is conditioned on, among other things, the satisfaction or waiver (where permissible) by SPAC and Alpha Modus of

the following conditions, (a) the stockholders of SPAC shall have approved the Merger and Proposed Transactions in accordance with the

(b) the absence of an adverse Law or Order of a Governmental Authority;

or been terminated;

(d) the Common Shares issuable in the Merger shall have been approved for listing on The NASDAQ Stock Market;

(e) the stockholders of Alpha Modus shall have approved the Merger and Proposed Transactions in accordance with the BCA.

SPAC and Merger Sub Conditions to Closing

The obligations of SPAC and Merger Sub to consummate

the Proposed Transactions are subject to the satisfaction or waiver by SPAC (where permissible) of the following additional conditions:

representations of Alpha Modus specified in the BCA (the “ Alpha Modus Specified Representations” ) are true and correct

in all material respects at and as of the Closing Date as though such Alpha Modus Specified Representations were made at and as of the

Closing Date (other than in the case of any representation or warranty that by its terms addresses matters only as of another specified

date, which shall be so true and correct only as of such specified date) (the “ Alpha Modus Representation Condition ”).

Modus shall have performed or complied in all material respects with all agreements and covenants required by the BCA to be performed

or complied with by it on or prior to the consummation of the Amalgamation (the “ Alpha Modus Covenant Condition ”).

has been no event that is continuing that would, individually or in the aggregate, reasonably be expected to have an Alpha Modus Material

Adverse Effect (the “ Alpha Modus MAE Condition ”).

Modus shall have delivered to SPAC a certificate, dated the Closing Date, signed by an executive officer of Alpha Modus, certifying as

to the satisfaction of the Alpha Modus Representation Condition, the Alpha Modus Covenant Condition and the Alpha Modus MAE Condition.

Modus shall have delivered a certificate, signed by the secretary of Alpha Modus, certifying that true, complete and correct copies of

the Organizational Documents of Alpha Modus, as in effect on the Closing Date, and the resolutions of Alpha Modus’s board of directors

authorizing and approving the Proposed Transactions are attached to such certificate.

more than five percent (5%) of the issued and outstanding shares of Alpha Modus shall constitute Dissenting Shares (as defined in the

Modus shall have delivered the Audited Financial Statements and the Unaudited Interim Financial Statements (as defined in the BCA) within

the dates required by the BCA.

Modus and certain stockholders of Alpha Modus, as applicable, shall have delivered executed counterparts of the Stockholder Support Agreements,

the IAC Stockholder Support Agreement, the Company Lock-Up Agreement, the Sponsor Lock-Up Agreement, the Registration Rights Agreement,

and the Employment Agreements, as applicable (each of those agreements as defined in the BCA and together the “ Ancillary Agreements ”).

Alpha Modus Conditions to Closing

The obligations of Alpha Modus to consummate the

Proposed Transactions are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

representations of SPAC and Merger Sub specified in the BCA (the “ SPAC Specified Representations ”) are true and correct

in all material respects at and as of the Closing Date as though such SPAC Specified Representations were made at and as of the Closing

Date (other than in the case of any representation or warranty that by its terms addresses matters only as of another specified date,

which shall be so true and correct only as of such specified date) (the “ SPAC Representation Condition ”).

of SPAC and Merger Sub, respectively, shall have performed or complied in all material respects with all agreements and covenants required

by the BCA to be performed or complied with by it on or prior to the consummation of the SPAC Continuance (the “ SPAC Covenant

Condition ”).

has been no event that is continuing that would individually, or in the aggregate, reasonably be expected to have an SPAC Material Adverse

Effect (the “ SPAC MAE Condition ”).

shall have delivered to Alpha Modus a certificate, dated the Closing Date, signed by an authorized officer of SPAC, certifying as to

the satisfaction of the SPAC Representation Condition, the SPAC Covenant Condition and the SPAC MAE Condition.

SPAC, the Sponsor and other stockholders of the SPAC, as applicable, shall have delivered executed counterparts of the applicable Ancillary

than Jeffrey Gary and Michael Singer, who are continuing as directors of the SPAC following Closing, the other members of the SPAC’s

board of directors and all of its officers shall have executed written resignations effective as of the effective time of the Merger

(the “ Effective Time ”).

The BCA may be terminated at any time by Alpha Modus or SPAC, respectively,

SPAC or Alpha Modus, if (i) SPAC and Alpha Modus provide mutual written consent;

(ii) the Merger does not occur on or before June 7,

2024 (the “ Outside Date ”);

(iii) if any adverse Law or Order of a Governmental Authority is in effect and has become

final and nonappealable;

or (iv) if SPAC shall have failed to obtain required stockholder approval of the Proposed Transactions at its

stockholders’ meeting (subject to the right to adjourn that meeting to obtain additional approvals), except that SPAC shall only

have the right to terminate for such failure to obtain stockholder approval provided SPAC or Merger Sub are not in breach of Section

7.01 or 7.02 of the BCA.

SPAC if Alpha Modus shall have failed to (i) obtain required stockholder approval of the Proposed Transactions within five (5) business

days after the Registration Statement (to be filed in connection with the Merger) becomes effective, or (ii) deliver the required Stockholder

Support Agreement within 24 hours of the execution of the BCA.

Alpha Modus upon written notice to SPAC, in the event of a breach of any representation, warranty, covenant or agreement on the part

of the SPAC or the Merger Sub, such that the conditions specified in Sections 8.03(a) or 8.03(b) of the BCA would not be satisfied at

the Closing, and which, (i) with respect to any such breach that is capable of being cured, is not cured by SPAC within 20 days after

receipt of written notice thereof, or (ii) is incapable of being cured;

provided, that Alpha Modus will not have the right to terminate

if it is then in breach of any of its representations, warranties, covenants or agreements set forth in the BCA.

SPAC upon written notice to Alpha Modus, in the event of a breach of any representation, warranty, covenant or agreement on the part

of Alpha Modus, such that the conditions specified in Section 8.02(a) or 8.02(b) of the BCA would not be satisfied at the Closing, and

which, (i) with respect to any such breach that is capable of being cured, is not cured by Alpha Modus within 20 days after receipt of

written notice thereof, or (ii) is incapable of being cured;

provided, that SPAC will not have the right to terminate the BCA if it is

then in breach of any of its representations, warranties, covenants or agreements set forth in the BCA.

The foregoing description of the BCA is qualified

in its entirety by reference to the full text of the BCA, a copy of which is included as Exhibit 2.1 to this Current Report on

Form 8-K, and incorporated herein by reference.

The BCA is included to provide investors and security holders with information regarding

It is not intended to provide any other factual information about SPAC, Alpha Modus or the other parties thereto.

In particular,

the assertions embodied in representations and warranties by Alpha Modus, SPAC, and Merger Sub contained in the BCA are qualified by information

in the disclosure schedules provided by the parties in connection with the signing of the BCA.

These disclosure schedules contain information

that modifies, qualifies and creates exceptions to the representations and warranties set forth in the BCA.

Moreover, certain representations

and warranties in the BCA were used for the purpose of allocating risk between the parties, rather than establishing matters as facts.

Accordingly, investors and security holders should not rely on the representations and warranties in the BCA as characterizations of the

actual state of facts about Alpha Modus, SPAC and Merger Sub.

Certain Related Agreements

Sponsor Support Agreement

Contemporaneously with the execution of the BCA,

the Sponsor entered into a Stockholder Support Agreement (the “ Sponsor Support Agreement ”), pursuant to which the Sponsor

agreed (i) to vote their shares of the SPAC’s Class A Common Stock and Class B Common Stock (“ SPAC Common Stock ”)

in favor of the BCA and the Proposed Transactions, and (ii) to waive any rights of appraisal, dissenter’s rights, and any similar

rights under applicable law, and (iii) not to sell or otherwise transfer any of their shares of SPAC Common Stock unless the buyer, assignee,

or transferee thereof executes a joinder agreement to Sponsor Support Agreement.

The foregoing description of the Sponsor Support

Agreement is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is included as

Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.

Company Support Agreement

Contemporaneously with the execution of the BCA,

The Alessi 2020 Irrevocable Trust entered into a Stockholder Support Agreement (the “ Company Support Agreement ”), pursuant

to which it agreed (i) to vote its shares of Alpha Modus capital stock in favor of the BCA and the Proposed Transactions, (ii) to waive

any rights of appraisal, dissenter’s rights, and any similar rights under applicable law, and (iii) not to sell or otherwise transfer

any of their shares of Alpha Modus capital stock unless the buyer, assignee, or transferee thereof executes a joinder agreement to Company

Support Agreement.

The foregoing description of the Company Support

Agreement is qualified in its entirety by reference to the full text of the Company Support Agreement, a copy of which is included as

Exhibit 10.2 to this Current Report on Form 8-K, and incorporated herein by reference.

Sponsor Lock-Up Agreement

Contemporaneously with the execution of the BCA,

the Sponsor entered into a Lock-Up Agreement with the SPAC and Alpha Modus, pursuant to which it agreed not to transfer Common Shares

during the period (the “ Lock-Up Period ”) from the Effective Time through the earlier of (i) the date that is 12 months

after the Closing Date, or (ii) the date that the volume-weighted average price as reported by Bloomberg exceeds $12.50 per share for

any 20 trading days within any consecutive 30-trading day period, except for 15% of the Common Shares owned by the Sponsor as of the Effective

Time, which may be sold by the Sponsor during the Lock-Up Period.

The foregoing description of the Lock-Up Agreement

is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a copy of which is included as Exhibit 10.3

to this Current Report on Form 8-K, and incorporated herein by reference.

Company Confidentiality and Lock-Up Agreement

Contemporaneously with the execution of the BCA,

The Alessi 2020 Irrevocable Trust and The Alessi Revocable Trust (the “ Alpha Modus Lock-Up Parties ”) entered into a

Confidentiality and Lock-Up Agreement with the SPAC and Alpha Modus, pursuant to which the Alpha Modus Lock-Up Parties agreed (i) to keep

confidential certain information regarding the SPAC, Alpha Modus, and the combined company following Closing, and (ii) not to transfer

Common Shares during the Lock-Up Period, except for an aggregate number of Common Shares equal to (X) 1,650,000 shares, plus (Y) the number

of Common Shares issued to JanBella Group, LLC pursuant to the BCA, minus (Z) 557,692 shares, which may be sold by the Alpha Modus Lock-Up

Parties during the Lock-Up Period.

The foregoing description of the Confidentiality

and Lock-Up Agreement is qualified in its entirety by reference to the full text of the Confidentiality and Lock-Up Agreement, a copy

of which is included as Exhibit 10.4 to this Current Report on Form 8-K, and incorporated herein by reference.

Amended and Restated Registration Rights Agreement

Contemporaneously with the execution of the BCA, certain holders of the SPAC Common Stock entered into the Amended and Restated Registration Rights Agreement, pursuant to such parties agreed to modify existing registration rights regarding SPAC securities beneficially owned by them.

The foregoing description of the Amended and Restated Registration Rights Agreement is qualified in its entirety by reference to the full text of the Amended and Restated Registration Rights Agreement, a copy of which is included as Exhibit 10.12 to this Annual Report on Form 10-K, and incorporated herein by reference.

Underwriting Agreement Amendment

In connection with the Proposed Transactions, on April 3, 2023, SPAC entered into a fee reduction agreement (the “Underwriting Agreement Amendment”) relating to the underwriting agreement, dated September 1, 2021, by and between SPAC and the representative of the several underwriters listed on Schedule A thereto (the “IPO Underwriters”) pursuant to which the representative agreed to irrevocably forfeit $5.4 million of the deferred underwriting discount of $8.4 million that it was previously entitled to receive at the closing of the Proposed Transactions.

Such reduction was applicable only to the representative, individually and not as representative for the other IPO Underwriters.

Such remaining $3.0 million of deferred underwriting discount shall be payable in cash to the representative at the closing of the Proposed Transactions.

The foregoing description of the Underwriting Agreement Amendment is qualified in its entirety by reference to the full text of the Underwriting Agreement Amendment, a copy of which is included as Exhibit 1.2 to this Annual Report on Form 10-K, and incorporated herein by reference.

Forward Share Purchase Agreement

In connection with the Proposed Transactions, on March 29, 2023, SPAC entered into a forward share purchase agreement (the “Forward Share Purchase Agreement”) with Avila, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (collectively, “Seller”) for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”).

Pursuant to the terms of the Forward Purchase Agreement, Seller intends but is not obligated to purchase SPAC Class A Ordinary Shares from holders (other than SPAC or its affiliates) who have elected to redeem such shares in connection with the Proposed Transactions.

Purchases by Seller will be made through brokers in the open market after the redemption deadline in connection with the Proposed Transactions at a price no higher than the redemption price to be paid by SPAC in connection with the Proposed Transactions (the “Initial Price”).

The Shares purchased by the Seller, other than the Share Consideration Shares (as defined below) are referred to herein as the “Recycled Shares.” The Seller also may sell 2,376,000 SPAC Class A Ordinary Shares purchased in the SPAC’s initial public offering (“IPO Shares”) in the Forward Purchase Transaction, up to a maximum of 2,500,000 Class A Ordinary Shares (including any Recycled Shares).

The Forward Purchase Agreement provides that not later than one local business day following the Closing (the “Prepayment Date”), SPAC will pay to Seller, or (at Seller’s election) into an escrow account, out of funds held in the Trust Account, a cash amount (the “Prepayment Amount”) equal to the product of the number of aggregate number of IPO Shares and Recycled Shares set forth in a notice to be provided by Seller prior to the closing of the Proposed Transaction and the Initial Price, less an amount equal to 5% of the product of such number of shares and the Initial Price (the “Shortfall Amount”).

In addition to the Prepayment Amount, SPAC shall pay directly from the Trust Account on the Prepayment Date, an amount equal to the product of 200,000 SPAC Class A Ordinary Shares and the Initial Price to purchase additional shares of SPAC Class A Common Stock (or AB PubCo Common Shares, as applicable) (the “Share Consideration Shares”), subject to the right of SPAC to pay Seller an amount in cash equal to 0.5% of the Prepayment Amount (subject to a floor of $200,000), in which case no such payment shall be made to purchase Share Consideration Shares.

SPAC and Avila have agreed not to issue any SPAC Class A Common Stock (or AB PubCo Common Shares, as applicable) during the 60 days following the Closing Date in order to permit Seller to sell shares (“Shortfall Shares”) to recover the Shortfall Amount and to issue additional shares of SPAC Class A Common Stock (or AB PubCo Common Shares, as applicable) in the event such sales do not permit recovery of the full Shortfall Amount and to provide certain registration rights to Seller in connection therewith.

Seller has agreed to waive any redemption rights in connection with the Proposed Transactions with respect to the Recycled Shares but not in respect of any IPO Shares.

Such waiver may reduce the number of SPAC Class A Ordinary Shares redeemed in connection with the Proposed Transactions, which reduction could alter the perception of the potential strength of the Proposed Transactions.

At the Maturity Date, an amount equal to the Initial Price for each IPO Share or Recycled Share that is still held by the Seller (the “Matured Shares”) shall be transferred to the Seller from the escrow account, and the Seller shall transfer the Matured Shares to SPAC.

Additionally, at the Maturity Date, SPAC shall pay to the Seller an amount equal to $1.00 (or $2.00 in the event of payment in shares of SPAC Common Stock (or AB PubCo Common Shares, as applicable) or $2.50 in the event of a Registration Failure (as defined therein)) for each Matured Share, which may be paid in cash or in shares of SPAC Common Stock (or AB PubCo Common Shares, as applicable) at the 30-day volume weighted average price of the SPAC Common Stock (or AB PubCo Common Shares, as applicable).

A break-up fee equal to (i) up to $50,000 of Seller’s reasonable and documented fees and expenses relating to the Forward Purchase Agreement plus (ii) $500,000 (the “Break-up Fee”), shall be payable by SPAC and Avila to Seller in the event that, prior to the Maturity Date, (x) the Forward Purchase Agreement is terminated by either SPAC or Avila (other than as a result of the termination of the BCA prior to the closing of the Business Combination) or (y) the SPAC Class A Common Stock ceases to be listed on a national securities exchange or a Form 25 is filed with the U.S.

Securities and Exchange Commission.

From time to time following the Closing and prior to the earliest to occur of (a) the third anniversary of the Closing and (b) the date specified by Seller in a written notice to be delivered to SPAC at Seller’s discretion after the occurrence of a Seller Price Trigger Event (the SPAC Common Stock (or AB PubCo Common Shares, as applicable), having traded for less than $7.50 for 10 trading days during a consecutive 30 trading day period) or a Delisting Event (as defined in Section 12.6(a)(iii) of the ISDA Equity Definitions, and as modified pursuant to the Forward Purchase Agreement) (in each case, the “Maturity Date”), Seller may, in its sole discretion, sell some or all of the IPO Shares or Recycled Shares.

On the last trading day of each calendar month following the Proposed Transactions, in the event that Seller has sold any IPO Shares or Recycled Shares (other than sales to recover the Shortfall Amount), an amount will be paid to SPAC from the escrow account equal to the product of the number of IPO Shares or Recycled Shares sold multiplied by the Reset Price and to the Seller from the escrow account equal to the excess of the Initial Price over the Reset Price for each sold IPO Share or Recycled Share.

The “Reset Price” shall be set on the first scheduled trading day of each month, commencing with the first calendar month following the Closing, to be the lowest of the (a) the then-current Reset Price, (b) the Initial Price and (c) the volume weighted average price of the SPAC Common Stock (or AB PubCo Common Shares, as applicable) during the last 10 trading days during the prior calendar month, but not lower than $9.50;

provided that to the extent that SPAC offers and sells any SPAC Common Stock (or AB PubCo Common Shares, as applicable) or securities convertible into such shares at a price lower than the existing Reset Price, the Reset Price shall be modified to equal such reduced price.

The foregoing description of the Forward Share Purchase Agreement is qualified in its entirety by reference to the full text of the Forward Share Purchase Agreement, a copy of which is included as Exhibit 10.13 to this Annual Report on Form 10-K, and incorporated herein by reference.

Contemporaneously with the execution of the BCA,

certain holders of the SPAC common stock and certain holders of Alpha Modus common stock entered into the Amended and Restated Registration

Rights Agreement, pursuant to such parties agreed to modify existing registration rights regarding SPAC securities beneficially owned

The foregoing description of the Amended and Restated

Registration Rights Agreement is qualified in its entirety by reference to the full text of the Amended and Restated Registration Rights

Agreement, a copy of which is included as Exhibit 10.5 to this Current Report on Form 8-K, and incorporated herein by reference.

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 1. Business