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Item 5. Market for Registrant’s Common Equity

2025-04-15 compared with 2024-05-14 · 53 added, 139 removed, 0 unchanged (100% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our Class A common stock and warrants are traded on The Nasdaq

Stock Market under the symbols “INAQ” and “INAQW,” respectively.

As of May 1, 2024, there was one (1) holder of record of our Units,

seven (7) holders of record of our Class A common stock, twenty-three (24) holders of record of our Class B common stock

and one (1) holder of record of our redeemable warrants.

have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial

business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements

and general financial condition subsequent to completion of our initial business combination.

The payment of any cash dividends subsequent

to our initial business combination will be within the discretion of our board of directors at such time.

Further, if we incur any indebtedness

in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may

agree to in connection therewith.

Authorized for Issuance Under Equity Compensation Plans

Sales of Unregistered Securities;

Use of Proceeds from Registered Securities

April 30, 2021, our sponsor agreed to loan us an aggregate of up to $300,000 to cover expenses related to our IPO pursuant to a

promissory note.

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

We borrowed approximately $163,000

under the promissory note.

On September 7, 2021, we repaid $157,000 of the promissory note balance and repaid the remaining balance

of approximately $6,000 in full on September 13, 2021.

Subsequent to the repayment, the facility was no longer available to us.

May 5, 2021, our sponsor, purchased an aggregate of 6,181,250 shares of our Class B common stock, in exchange for a capital

contribution of $25,000 at an average purchase price of approximately $0.004 per share.

Such securities were issued in connection with

our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

2021, we effected a 1:1.1162791 stock split of our Class B common stock, resulting in our sponsor holding an aggregate of 6,900,000

founder shares.

The number of founder shares outstanding was determined based on the expectation that the total size of our IPO would

be for a maximum of 27,600,000 units if the underwriters’ over-allotment option was exercised in full and therefore that such

founder shares would represent 20% of the outstanding shares after our IPO.

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

As such, 900,000 shares of Class B common stock were forfeited.

connection with our IPO, certain qualified institutional buyers or institutional accredited investors (in addition to related investment

vehicles controlled by or affiliated with these investors) that are not affiliated with us, our sponsor, our directors or any member

of our management (the “Institutional Anchor Investors”) purchased an aggregate of 2,376,000 Units in our IPO.

In connection

with the closing of the IPO, our sponsor sold a total of 1,350,000 founder shares to the Institutional Anchor Investors at their original

purchase price.

founder shares will automatically convert into shares of our Class A common stock at the time of our initial business combination

or upon the election of each holder on a one-for-one basis, subject to adjustment as set forth in our final prospectus, filed with the

SEC on September 2, 2021.

September 7, 2021, we consummated our IPO of 24,000,000 Units at a price of $10.00 per Unit, generating total gross proceeds of

$240,000,000.

Cantor Fitzgerald & Co.

(“Cantor”) acted as sole book-running manager.

Odeon Capital Group, LLC (“Odeon”)

acted as lead manager.

The securities sold in the offering were registered under the Securities Act on a registration statement on Form

S-1, as amended (Registration No.

The offering has been completed and all of the Units registered pursuant to the registration

statement, other than the Units underlying the underwriter’s over-allotment option, were sold.

The registration statement became

effective on September 1, 2021.

Simultaneously

with the closing of the IPO, pursuant to the Sponsor Private Placement Warrants Purchase Agreement, 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, pursuant to the UW Private Placement Warrants Purchase Agreement, 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.

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 entitled to registration rights.

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.

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

Morgan Chase Bank, N.A.

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

paid a total of $4,800,000 in underwriting discounts and commissions and approximately $514,000 for other costs and expenses related

to the IPO, in addition to an estimated additional approximately $194,000 in other offering expenses that have been paid.

the underwriters agreed to defer $12,000,000 in underwriting discounts and commissions.

has been no material change in the planned use of proceeds from our IPO as described in our final prospectus dated September 1,

2021 which was filed with the SEC.

did not repurchase shares of our common stock during the year ended December 31, 2022.

March 6, 2023 Special Meeting, Charter Amendment, Redemptions and SPAC Term Extension

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

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.

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 has been extended to September 7, 2023.

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.

September 6, 2023 Annual Meeting of Stockholders

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.

Market for Registrant’s Common

Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our Class A common stock and public warrants are

listed on the Nasdaq Global Market tier of The Nasdaq Stock Market LLC (the “Nasdaq”), under the symbols “AMOD”

and “AMODW,” respectively.

During the years ending December 31, 2024 and 2023, there was limited or sporadic trading of our

common stock, and, therefore, the high and low trading price information for our shares for each quarter for the last two years, through

the year ended December 31, 2024, as reported by OTCMarkets.com, is as follows:

2024 FISCAL YEAR

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

2023 FISCAL YEAR

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Record Holders

As of March 10, 2025, there were 12,476,780 shares

of our Class A common stock issued and outstanding, which shares were owned by approximately 109 holders of record, based on information

provided by our transfer agent.

Dividend Policy

We have never declared a cash dividend on our

common stock and our Board of Directors does not anticipate that we will pay cash dividends in the foreseeable future.

Any future determination

to pay cash dividends will be at the discretion of our board of directors and will depend upon our financial condition, operating results,

capital requirements, restrictions contained in our agreements and other factors which our Board of Directors deems relevant.

Recent Sales of Unregistered Securities

On or about December 13, 2024, simultaneously

with the closing of the Business Combination, the Company issued (i) Janbella Group, LLC 1,392,308 shares of Class A common stock, (ii)

Michael Singer 125,000 shares of Class A common stock, (iii) Cantor Fitzgerald & Co.

210,000 shares of Class A common stock, and

(iv) Odeon Capital Group, LLC 90,000 shares of Class A common stock.

The Company issued the foregoing securities under Section 4(a)(2)

of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated under the Securities

Act, as a transaction not requiring registration under Section 5 of the Securities Act.

The parties receiving the securities represented

their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution,

and appropriate restrictive legends were affixed to the certificates representing the securities (or reflected in restricted book entry

with the Company’s transfer agent).

The parties also had adequate access, through business or other relationships, to information

about the Company.

On January 5, 2025, the Company issued 2,632 shares

of Class A common stock to each of the four non-employee directors for the quarterly issuance set out in the director agreements.

shares were valued on the closing price of the Company’s common stock on December 13, 2024 (merger date) at $9.50 per share.

On January 5, 2025, the Company issued 11,000 shares

of Class A common stock to two individuals for services rendered as a bonus for their diligence and efforts with the merger.

were valued at the closing price of the Company’s common stock on January 3, 2025 at $2.51 per share.

Selected Financial Data.

We are a smaller reporting

company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

We reserve the right not to provide the Selected Financial Data in our future filings.

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 5. Market for Registrant’s Common Equity