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Item 7. Management’s Discussion and Analysis

2024-05-14 compared with 2023-04-19 · 484 added, 125 removed, 18 unchanged (97% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “Insight Acquisition Corp.,” “Insight,” “our,” “us” or “we” refer to Insight Acquisition Corp.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

Some of the statements contained in this Annual Report on Form 10-K may constitute “forward-looking statements” for purposes of the federal securities laws.

Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future.

In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects on us.

There can be no assurance that future developments affecting us will be those that we have anticipated.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

These risks and uncertainties include, but are not limited to, the following risks, uncertainties (some of which are beyond our control) or other factors:

we have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective;

our ability to select an appropriate target business or businesses;

our ability to complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”);

our expectations around the performance of a prospective target business or businesses;

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination;

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination;

our potential ability to obtain additional financing to complete our initial Business Combination;

our pool of prospective target businesses;

our ability to consummate an initial Business Combination due to the uncertainty resulting from the recent COVID-19 pandemic;

the ability of our officers and directors to generate a number of potential Business Combination opportunities;

our public securities’ potential liquidity and trading;

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

the trust account not being subject to claims of third parties;

our financial performance following our IPO;

the other risks and uncertainties discussed herein, in our filings with the SEC and in our final prospectus relating to our IPO, filed with the SEC on September 2, 2021.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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

We were formed for the purpose of effecting a Business Combination that we have not yet identified.

to the “Company,” “Insight Acquisition Corp.,” “Insight,” “our,” “us” or

“we” refer to Insight Acquisition Corp.

The following discussion and analysis of the Company’s financial condition

and results of operations should be read in conjunction with the consolidated financial statements and the notes thereto contained elsewhere

in this Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that

involve risks and uncertainties.

Note Regarding Forward-Looking Statements

of the statements contained in this Annual Report on Form 10-K may constitute “forward-looking statements” for purposes of

the federal securities laws.

Our forward-looking statements include, but are not limited to, statements regarding our or our management

team’s expectations, hopes, beliefs, intentions or strategies regarding the future.

In addition, any statements that refer to projections,

forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”

“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”

“project,” “should,” “would” and similar expressions may identify forward-looking statements, but

the absence of these words does not mean that a statement is not forward-looking.

forward-looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning

future developments and their potential effects on us.

There can be no assurance that future developments affecting us will be those

that we have anticipated.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control)

or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these

forward-looking statements.

These risks and uncertainties include, but are not limited to, the following risks, uncertainties (some of

which are beyond our control) or other factors:

have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective;

ability to select an appropriate target business or businesses;

ability to complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with

one or more businesses (the “Business Combination”);

expectations around the performance of a prospective target business or businesses;

success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination;

officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in

approving our initial Business Combination;

potential ability to obtain additional financing to complete our initial Business Combination;

pool of prospective target businesses;

ability to consummate an initial Business Combination due to the uncertainty resulting from the recent COVID-19 pandemic;

ability of our officers and directors to generate a number of potential Business Combination opportunities;

public securities’ potential liquidity and trading;

use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

trust account not being subject to claims of third parties;

financial performance following our initial public offering (“IPO”);

other risks and uncertainties discussed herein, in our filings with the SEC and in our final prospectus relating to our IPO, filed with

the SEC on September 2, 2021.

one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in

material respects from those projected in these forward-looking statements.

We undertake no obligation to update or revise any forward-looking

statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities

are a blank check company incorporated in Delaware on April 20, 2021.

We were formed for the purpose of effecting a Business Combination

that we have not yet identified.

Our sponsor is Insight Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

Our registration statement for our IPO was declared effective on September 1,

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

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

and Odeon Group, LLC, respectively, for an aggregate of 8,700,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating proceeds of $8.7 million.

Upon the closing of the IPO and the Private Placement, $241.2 million ($10.05 per Unit) of the net proceeds of the sale of the Units in the IPO and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S.

“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

On September 7, 2021, we consummated an IPO of 24,000,000 Units (and with respect to the Class A common stock included

in the Units being offered, the “Public Shares”), generating gross proceeds of $240.0 million, and incurring offering

costs of approximately $17.5 million, of which approximately $12.0 million and approximately $668,000 was for deferred underwriting

commissions and offering costs allocated to derivative warrant liabilities, respectively.

Simultaneously with the closing of the IPO,

the Company consummated the private placement (“Private Placement”) of 7,500,000 and 1,200,000 warrants (each, a “Private

Placement Warrant” and collectively, the “Private Placement Warrants”), to the Sponsor and Cantor Fitzgerald &

and Odeon Group, LLC, respectively, for an aggregate of 8,700,000 Private Placement Warrants, at a price of $1.00 per Private Placement

Warrant, generating proceeds of $8.7 million.

the closing of the IPO and the Private Placement, $241.2 million ($10.05 per Unit) of the net proceeds of the sale of the Units

in the IPO and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”)

located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S.

securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or

in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct

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

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

Our management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

If the Company is unable to complete a Business Combination by May 7, 2023 (the “Combination Period”), which may be extended by our board of directors in their sole discretion on a monthly basis up to and including to 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 the remaining stockholders and the board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

We intend to effectuate our initial Business Combination using cash from the proceeds of our IPO and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, equity and debt.

The issuance of additional shares in a Business Combination:

may significantly dilute the equity interest of investors in our IPO, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A common stock on a greater than one-to-one basis upon conversion of the Class B common stock;

may subordinate the rights of holders of Class A common stock if preference shares are issued with rights senior to those afforded our Class A common stock;

could cause a change in control if a substantial number of our Class A common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

may adversely affect prevailing market prices for our Class A common stock.

Similarly, if we issue debt or otherwise incur significant debt, it could result in:

default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

our inability to pay dividends on our Class A common stock;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

(i) the completion of a Business Combination

and (ii) the distribution of the Trust Account as described below.

management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement

Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

If the Company is unable to complete a Business Combination by December

7, 2023 (the “Combination Period”), which may be extended by our board of directors in their sole discretion on a monthly

basis, by depositing $20,000 per month into the Trust Account, up to and including to June 7, 2024, 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 such interest

may be used to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish

Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as

promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors,

liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors

and the requirements of other applicable law.

issuance of additional shares in a Business Combination:

significantly dilute the equity interest of investors in our IPO, which dilution would increase if the anti-dilution provisions in the

Class B common stock resulted in the issuance of Class A common stock on a greater than one-to-one basis upon conversion of

the Class B common stock;

subordinate the rights of holders of Class A common stock if preference shares are issued with rights senior to those afforded our

Class A common stock;

cause a change in control if a substantial number of our Class A common stock are issued, which may affect, among other things,

our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers

and directors;

have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking

to obtain control of us;

adversely affect prevailing market prices for our Class A common stock.

if we issue debt or otherwise incur significant debt, it could result in:

and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;

● acceleration

of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants

that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while

the debt is outstanding;

inability to pay dividends on our Class A common stock;

a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends

on our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

● limitations

on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

● limitations

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of

our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

Proposed Business Combination

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.

Liquidity and Capital Resources

As of December 31, 2022, we had approximately $172,000 in our operating bank account, and working capital deficit of approximately $360,000, excluding the accrued franchise tax.

Our liquidity needs prior to the consummation of the IPO were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for issuance of the Founder Shares, and the loan from the Sponsor of approximately $163,000 under the Note.

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

Subsequent to the consummation of the IPO, our liquidity has been satisfied through the net proceeds from the consummation of the IPO and the Private Placement held outside of the Trust Account.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

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 of Alberta.

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.

August 10, 2023, the Company and Avila entered into a Letter Agreement providing for the mutual termination of the Avila BCA.

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.

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

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

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.

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.

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.

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.

Developments – Execution of the Alpha Modus Business Combination Agreement

as of October 13, 2023, the Company, 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 “Alpha Modus

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 Company.

The Board of Directors of the Company (the “Board”) has unanimously approved and

declared advisable the Alpha Modus BCA, the Merger and the other transactions contemplated thereby (the “Proposed Transactions”).

A copy of the Alpha Modus BCA is filed as Exhibit 2.1 in the current report on Form 8-K dated October 17, 2023.

In connection with entering

into the Alpha Modus BCA, in October 2023, the Company formed IAC Merger Sub Inc, a Florida corporation.

December 28, 2023, the Company filed with the U.S.

Securities and Exchange Commission (“SEC”) a registration statement on

Form S-4 (the “Registration Statement”) in connection with the proposed business combination with Alpha Modus, Corp.

in Metro-Charlotte, NC (the “Business Combination”).

and Going Concern

As of December 31, 2023, we had $0 in our operating bank account for

operating expenses and working capital deficit of $3,571,406.

liquidity needs prior to the consummation of the IPO were satisfied through the payment of $25,000 from the Sponsor to cover for certain

offering costs on behalf of the Company in exchange for issuance of the Founder Shares, and the loan from the Sponsor of approximately

$163,000 under the Note.

We repaid $157,000 of the Note balance on September 7, 2021 and repaid the remaining balance of approximately

$6,000 in full on September 13, 2021, at which time the Note was terminated.

Subsequent to the consummation of the IPO, our liquidity

has been satisfied through the net proceeds from the consummation of the IPO and the Private Placement held outside of the Trust Account.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor,

or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

As of December 31, 2023 and 2022, there were no amounts outstanding under any Working Capital Loans.

In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until May 7, 2023 which may be extended by the board of directors in its sole discretion on a monthly basis up to and including September 7, 2023, to consummate a Business Combination.

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

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

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

We intend to complete a Business Combination by close of business on September 7, 2023.

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

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements.

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

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

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

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

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

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

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

August 17, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $480,000 (the “Note”)

to the Sponsor, in exchange for the Sponsor advancing $480,000 to the Company to fund six one-month extensions of the amount of time

the Company has to complete its initial business combination, from March 7, 2023 to September 7, 2023.

The Note does not bear interest

and matures upon the closing of an initial business combination by the Company.

In addition, at the option of the holder, the Note may

be paid by the Company through the issuance of private placement warrants of the Company at a price of $1.00 per unit.

The loan will

be forgiven, except to the extent of any funds held outside of the Company’s trust account, by the Sponsor, if Company is unable

to consummate an initial business combination.

On November 6, 2023, the Company and the Sponsor entered into a written agreement (the

“Rescission Agreement”) to rescind and nullify that certain promissory note in the principal amount of $480,000 and executed

on August 17, 2023 (the “Note”) pursuant to which the Company agreed to pay the Sponsor the principal amount of $480,000

subject to the terms and conditions of the Note.

Upon execution and delivery of the Rescission Agreement, the Note, in its entirety,

is hereby irrevocably rescinded, abrogated, cancelled and rendered null and void ab initio and of no force or effect whatsoever, and

the positions among the Company and the Sponsor shall be restored to what would have existed had they not entered into the Note.

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”).

For the year ended

December 31, 2023, Polar funded Sponsor $600,000 under the Subscription Agreement and the Sponsor loaned the Company $600,000 from Polar.

connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting

Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going

Concern,” the Company had until November 7, 2023 (or up to June 7, 2024 in the event the Company extends such date to the

fullest extend), to consummate a Business Combination (the “Combination Period”).

It is uncertain that we will be able to

consummate a Business Combination by this time.

If a Business Combination is not consummated by this date, there will be a mandatory

liquidation and subsequent dissolution of the Company.

We have determined that the insufficient liquidity as well as the mandatory liquidation,

should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability

to continue as a going concern.

We intend to complete a Business Combination by close of business on June 7, 2024.

No adjustments have

been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 7, 2024.

and Uncertainties

continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that

the virus could have a negative effect on our financial position, results of our operations and/or search for a target company, the specific

impact is not readily determinable as of the date of the consolidated financial statements.

The consolidated financial statements do

not include any adjustments that might result from the outcome of this uncertainty.

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

As a result of this action,

various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

the impact of this action and related sanctions on the world economy are not determinable as of the date of these consolidated financial

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

as of the date of these consolidated financial statements.

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

The IR Act provides

for, among other things, a new U.S.

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

domestic corporations and certain U.S.

domestic corporations

and certain U.S.

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

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

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

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

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

The amount of the excise

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

However, for purposes of calculating

the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair

market value of stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

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

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

Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

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

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

Results of Operations

Our entire activity since inception up to December 31, 2022 was in preparation for our formation and the IPO, and subsequent to the IPO, the search for a business combination target.

We will not be generating any operating revenues until the closing and completion of our initial Business Combination.

For the year ended December 31, 2022, we had net income of approximately $11.9 million, which consisted of $10.7 million change in the fair value of derivative warrant liabilities and approximately $3.3 million of net (gain) loss on investments held in Trust Account partially offset by approximately $1.3 million in general and administrative costs, income tax expense of approximately $625,000 and approximately $206,000 franchise tax expenses.

For the period from April 20, 2021 (inception) through December 31, 2021, we had a net income of approximately $995,000, which consisted of $2.2 million change in the fair value of derivative warrant liabilities partially offset by approximately $668,000 in financing costs, approximately $453,000 in general and administrative costs and $140,000 franchise tax expenses.

of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent

the abuse or avoidance of the excise tax.

Any share redemption or other share repurchase that occurs after December 31, 2022, in

connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax.

Whether and to what extent the

Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number

of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination,

extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE”

or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination

but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the

Company held a meeting on March 6, 2023 where the stockholders voted to approve a proposal to amend the Company’s amended and restated

certificate of incorporation to extend the Combination Period, from March 7, 2023, monthly for up to six additional months at the election

of the Company, ultimately until as late as September 7, 2023 (the “Extension”, and such extension date the “Extended

In connection with the March 6, 2023 meeting, 21,151,393 shares of the Company’s common stock were redeemed with

a total redemption payment of $215,621,387.

As a result, the Company booked a liability of $2,156,214 for the excise tax based on 1%

of shares redeemed during the reporting period.

For interim periods, an entity is not required to estimate future stock repurchases and

stock issuances to measure its excise tax obligation.

Rather, an entity can generally record the obligation on an as-incurred basis.

In other words, the excise tax obligation recognized at the end of a quarterly financial reporting period is calculated as if the end

of the quarterly period was the end of the annual period for which the excise tax obligation is payable.

to the AM BCA, (i) in the event the business combination contemplated by the AM BCA occurs, then the surviving company shall pay the

Company’s excise tax liability;

(ii) if Alpha Modus does not obtain its shareholders approval of the business combination, or Alpha

Modus breaches the AM BCA, then Alpha Modus will be responsible to pay the Company’s excise tax liability;

and (iii) if an Alpha

Modus material adverse effect occurs and the business combination does not close, or if Alpha Modus fails to close the business combination

for any reason other than a material breach by the Company, then Alpha Modus will be responsible to pay the Company’s excise tax

In all other circumstances the Company will be responsible to pay the Company’s excise tax liability, except if the

Company liquidates prior to December 31, 2023, in which event there will be no excise tax liability.

The Company will not use any of

the funds held in the Trust Account and any additional amounts deposited into the Trust Account, as well as any interest earned thereon,

to pay for the Company’s excise tax liability.

In addition, because the excise tax would be payable by the Company and not by the

redeeming holders, the mechanics of any required payment of the excise tax by the Company have not been determined.

The foregoing could

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

In October 2023, the Israel-Hamas war commenced.

As a result of the

war, instability in the Middle East and various other regions of the world may occur and effect the world economy.

Various nations, including

the United States, as a reaction to the Israel-Hamas war have begun taking actions that may further affect the world economy.

on the world economy are not determinable as of the date of these consolidated financial statements.

The specific impact on the Company’s

financial condition, results of operations and cash flows is also not determinable as of the date of these consolidated financial statements.

of Operations

entire activity since inception up to December 31, 2023 was in preparation for our formation, the IPO and search for a business combination

We will not generate any operating revenues until the closing and completion of our initial Business Combination.

For the year ended December 31, 2023, we had net loss of approximately

$651,000, which consisted of approximately $538,000 of loss on change in the fair value of derivative liabilities, approximately $2.4

million in general and administrative costs, approximately $300,000 in general and administrative costs – related party, approximately

$143,000 franchise tax expenses, approximately $112,000 interest expense – debt discount and approximately $615,000 income tax expense,

partially offset by approximately $3.1 million of gain on investments held in Trust Account, approximately $273,000 gain on forgiveness

of deferred underwriting fee payable, and approximately $86,000 of gain on change in the fair value of the forward purchase agreement

the year ended December 31, 2022, we had net income of approximately $11.9 million, which consisted of $10.7 million change in the fair

value of derivative warrant liabilities and approximately $3.3 million of net gain on investments held in Trust Account partially offset

by approximately $1.3 million in general and administrative costs, income tax expense of approximately $625,000 and approximately $206,000

franchise tax expenses.

Contractual Obligations

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), are entitled to registration rights pursuant to a registration and stockholder rights agreement signed prior to the consummation of the IPO.

The holders of Founder Shares, Private Placement

Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise

of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder

Shares), are entitled to registration rights pursuant to a registration and stockholder rights agreement signed prior to the consummation

These holders are entitled to certain demand and “piggyback” registration rights.

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

We will bear the expenses incurred

in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.8 million in the aggregate, paid upon the closing of the IPO.

An additional fee of $0.50 per unit, or $12.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions.

If the underwriters’ over-allotment option was fully exercised, $0.70 per over-allotment unit, or up to an additional approximately $2.5 million, or approximately $14.5 million in the aggregate, would have been deposited in the Trust Account as deferred underwriting commissions.

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

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

The underwriters were entitled to an underwriting

discount of $0.20 per unit, or $4.8 million in the aggregate, paid upon the closing of the IPO.

An additional fee of $0.50 per unit,

or $12.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions.

The deferred fee will

become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business

Combination, subject to the terms of the underwriting agreement.

On April 3, 2023, the Company received a waiver from one of the

underwriters of its Initial Public Offering pursuant to which such underwriter waived all rights to $5.4 million of its $8.4 million

deferred underwriting commissions payable upon completion of an initial Business Combination.

In connection with this waiver, the underwriter

also agreed that the remainder of the deferred underwriting fee of $3.0 million will be payable upon the consummation of the business

As of December 31, 2023 and 2022, $6,600,000 and $12,000,000 were outstanding under deferred underwriting fee payable, respectively.

Services Agreement

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

For the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021, we incurred approximately $120,000 and $40,000, respectively, under the services agreement in the statement of operations.

As of December 31, 2022 and 2021, $40,000 and $10,000, respectively, was included in Accrued expenses—related party on our balance sheets.

The board of directors has also approved payments of up to $15,000 per month, through the earlier of the consummation of our initial Business Combination or our liquidation, to members of our management team for services rendered to us.

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

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

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

As of December 31, 2022 and 2021, $40,000 and $0, respectively, was included in Accrued expenses – related party on the balance sheets.

On September 1, 2021, we entered into an agreement

with the Sponsor, pursuant to which we agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative

services provided to or incurred by members of our management team until the earlier of the consummation of a Business Combination and

the Company’s liquidation.

For the year ended December 31, 2023 and 2022, we incurred approximately $120,000 under the services

agreement in the statements of operations.

As of December 31, 2023 and 2022, $160,000 and $40,000, respectively, was included in accrued

expenses—related party on the consolidated balance sheets.

The Board has also approved payments of up to $15,000 per month, through

the earlier of the consummation of our initial Business Combination or our liquidation, to members of our management team for services

rendered to us.

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

any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing

due diligence on suitable business combinations.

Our audit committee reviews on a quarterly basis all payments that were made to the Sponsor,

executive officers or directors, or the Company’s or their affiliates.

For the year ended December 31, 2023 and 2022, we incurred

approximately $180,000 under the services agreement in the statements of operations.

As of December 31, 2023 and 2022, $225,000 and $45,000,

respectively, was included in due to related party on the consolidated balance sheets.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the period reported.

The preparation of consolidated financial statements

and related disclosures in conformity with accounting principles generally accepted in the United States of America (“GAAP”)

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent

assets and liabilities at the date of the consolidated financial statements, and the reported amounts of income and expenses during the

period reported.

Actual results could materially differ from those estimates.

The Company has not identified any critical accounting estimates.

The Company has not identified any critical accounting

Recent Accounting Pronouncements

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

Management does not believe that any recently issued,

but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial

Off-Balance Sheet Arrangements

As of December 31, 2022 and 2021, we did not have any off-balance sheet arrangements as defined in Item 303 of Regulation S-K.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies.

We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the executive compensation to median employee compensation.

These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Financial Statements and Supplementary Data

This information appears following Item 15 of this Annual Report on Form 10-K and is included herein by reference.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

As of December 31, 2023 and 2022, we did not have

any off-balance sheet arrangements as defined in Item 303 of Regulation S-K.

The JOBS Act contains provisions that, among other

things, relax certain reporting requirements for qualifying public companies.

We qualify as an “emerging growth company”

and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not

publicly traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not

comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging

growth companies.

As a result, the consolidated financial statements may not be comparable to companies that comply with new or revised

accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating

the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth

in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among

other things, (i) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant

to Section 404 of the Sarbanes-Oxley Act of 2002, (ii) provide all of the compensation disclosure that may be required of non-emerging

growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that

may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional

information about the audit and the consolidated financial statements (auditor discussion and analysis) and (iv) disclose certain

executive compensation related items such as the correlation between executive compensation and performance and comparisons of the executive

compensation to median employee compensation.

These exemptions will apply for a period of five years following the completion of our

IPO or until we are no longer an “emerging growth company,” whichever is earlier.

Subsequent Events

During the preparation of the Company’s Annual Report on Form

10-K for the year ended December 31, 2023, the Board learned that between March 2, 2023 and December 5, 2023, the Company withdrew an

aggregate amount of $2,497,248.57 from the Trust Account pursuant to seven separate written withdrawal requests to Continental Stock Transfer

and Trust (“Continental”), the trustee for the Trust Account for the payment of taxes.

Jeff Gary, consistent with his position

as the Company’s Chief Financial Officer, signed and delivered each of the seven separate written withdrawal requests to Continental.

Between March 10, 2023 and December 11, 2023 the Company paid an aggregate amount of $1,447,889.17 of which $1,130,000, in four payments,

was paid for estimated income tax payments for 2022 and 2023 and $317,889.17, in three payments, was paid for Delaware franchise taxes.

Gary, acting in his capacity as CFO, made each of the seven payments for estimated taxes and Delaware franchise taxes.

The Board learned

further that between March 2, 2023 and December 31, 2023, Mr.

Gary used the remaining $1,049,359.40, that was withdrawn from the Trust

Account for tax purposes to pay other business expenses of the Company.

Each of the transactions described above was recorded on the books

of the Company and no money was used for anything other than tax payments or appropriate Company business related expenses.

The $1,049,359.40

that was withdrawn from the Trust Account for tax purposes to pay business expenses of the Company was fully paid back to the Trust Account

by the Sponsor on March 15, 2024 and on March 26, 2024, and the Sponsor wired an additional $36,285.07 in to the Trust Account to reimburse

the Trust Account for interest that would have accrued on the funds that were erroneously withdrawn from the Trust Account.

there has been no financial loss to shareholders or the Trust Account.

The Sponsor’s reimbursement of the Trust Account in the amount

of $1,085,644.32 is memorialized in a Capital Contribution Agreement, dated May 9, 2024 between Insight Acquisition Corp.

Acquisition Sponsor, LLC, which is attached hereto as Exhibit 10.20.

On July 20, 2023 Mr.

Gary effected the transfer of $480,000 from the

Company’s operating account to the Sponsor and on August 7, 2023, Mr.

Gary effected the transfer of an additional $411,000 from

the Company’s operating account to the Sponsor.

The Board learned on or about November 14, 2023, that Mr.

Gary had transferred funds

from the Company’s operating account to the Sponsor.

Gary informed the Board that the money was being used by the Sponsor to

pay Company expenses.

The Board directed Mr.

Gary to have the Sponsor return all such funds to the Company.

The Sponsor transferred $891,000

to the Company between October 10, 2023 and November 2, 2023.

As a result of the above conduct by Mr.

Gary, the Board adopted resolutions

taking the following actions:

On April 21, 2024, Mr.

Gary was removed as the Company’s Chief Executive Officer and Chief Financial Officer of the Company.

On April 21, 2024, Mr.

Gary was appointed as an Assistant Finance Manager of the Company and shall report to the new Chief Financial Officer of the Company.

On April 21, 2024, Michael

Singer, the Executive Chairman of the Company, was appointed to the position of Chief Executive Officer of the Company.

On April 21, 2024, Mr.

Gary resigned as a director of the Company and the Board has accepted Mr.

Gary’s resignation.

Gary shall be removed

from all Company bank accounts, including the Trust Account and Mr.

Gary’s authority to withdraw funds from the Company bank accounts,

including the Trust Account has been terminated.

On April 21, 2024, the

Board engaged Glenn Worman as the Company’s Chief Financial Officer, and that Mr.

Worman will approve and sign the Company’s

2023 Annual Report on Form 10-K .

Worman’s background is as follows:

Glenn Worman, 65 years old, has been a Partner

in the New York office of SeatonHill Partners, LP since November 2022.

Worman is an accomplished and diverse financial services executive

with a history of providing strong, effective leadership and developing and executing strategy across a spectrum of businesses.

four decades of experience, he is adept at organizational analysis and implementing change, ensuring proper controls and sources of liquidity

are in place, and advising executive management on business direction.

Worman’s prior experience in senior finance and chief

operating officer positions in corporate finance, fixed income and equity capital markets, wealth management, investment management, strategic

analysis, interdealer brokerage, and compliance underscore his ability to handle industry segment and public company chief financial officer

requirements.

Between 2015 and 2022, Mr.

Worman served as the CFO and President of National Holdings Corporation.

From 2011 to 2015, he

served as the Chief Financial Officer for the Americas for ICAP, plc.

Prior to ICAP, plc Mr.

Worman held senior positions at, among other

companies, Duetsche Bank, Morgan Stanley, and Merrill Lynch.

Worman earned a BS degree from Ramapo College of New Jersey and an MBA

from Fairleigh Dickinson University.

Gary agreed to reimburse the Company for all fees and expenses incurred by the Company in connection with the Company’s engagement

Worman as the new Chief Financial Officer of the Company.

forward all withdrawals from the Trust Account, payments of taxes and all fund transfers between the Company and the Sponsor will require

the approval of both the Chief Executive Officer and Chief Financial Officer.

deferred compensation owed to Mr.

Gary by the Company to date, in the aggregate amount of $132,500 shall be forfeited by Mr.

that henceforth Mr.

Gary shall cease to accrue $7,500 per month in service fees.

Gary shall not be the Company’s designee to be a member of the board of directors of the post-transaction company in the Company’s

planned business combination with Alpha Modus Corp.

The removal of Mr.

Gary as Chief Executive Officer and Chief Financial

Officer, the appointment of Mr.

Gary as an Assistant Finance Manager of the Company, Mr.

Gary’s resignation as a director of the

Company, the appointment of Michael Singer as the Chief Executive Officer of the Company and the appointment of Glenn Worman as the Chief

Financial Officer of the Company was previously disclosed by the Company in a Current Report on Form 8-K filed with the SEC on April 24,

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 7. Management’s Discussion and Analysis