IPO and Funding - The company completed an IPO on September 7, 2021, generating gross proceeds of $240.0 million, with offering costs of approximately $17.5 million[349] - $241.2 million of the net proceeds from the IPO and Private Placement were placed in a trust account, invested in U.S. government securities[352] - The company's management has broad discretion over the use of IPO proceeds, primarily intended for consummating a Business Combination[353] - The company secured a $1,000,000 funding agreement with Polar Multi-Strategy Master Fund to cover working capital expenses, with $150,000 already funded in September 2023[359] - Polar funded the Sponsor $600,000 under the Subscription Agreement in 2023, which was loaned to the company[369] Business Combination and Merger - The company must complete a Business Combination by December 7, 2023, or extend the period by depositing $20,000 per month into the Trust Account, up to June 7, 2024[354] - The company entered into a business combination agreement with Alpha Modus on October 13, 2023, with the merger expected to make Alpha Modus a wholly owned subsidiary[363] - The company filed a registration statement on Form S-4 with the SEC on December 28, 2023, in connection with the proposed business combination with Alpha Modus[364] - The company terminated its business combination agreement with Avila Energy Corporation on August 10, 2023, with Avila agreeing to reimburse $300,000 in expenses[357] - The company has until June 7, 2024 to consummate a Business Combination, or face mandatory liquidation and dissolution[370] Financial Performance and Losses - As of December 31, 2023, the company had $0 in its operating bank account and a working capital deficit of $3,571,406[365] - For the year ended December 31, 2023, the company had a net loss of approximately $651,000[378] - For the year ended December 31, 2022, the company had net income of approximately $11.9 million[379] - The company incurred approximately $120,000 under the services agreement with the Sponsor for the year ended December 31, 2023[383] - The company incurred approximately $180,000 under the services agreement with management for the year ended December 31, 2023[384] Tax and Trust Account Transactions - The company booked a liability of $2,156,214 for the excise tax based on 1% of shares redeemed during the reporting period[374] - The company withdrew a total of $2,497,248.57 from the Trust Account for tax payments between March 2, 2023, and December 5, 2023[391] - $1,447,889.17 was paid for estimated income tax payments and Delaware franchise taxes, with $1,130,000 allocated for 2022 and 2023 income taxes and $317,889.17 for Delaware franchise taxes[391] - $1,049,359.40 withdrawn from the Trust Account for tax purposes was used to pay other business expenses, which was fully reimbursed by the Sponsor by March 26, 2024[391] - The Sponsor reimbursed the Trust Account with $1,085,644.32, including $36,285.07 for interest that would have accrued on the erroneously withdrawn funds[391] Management Changes and Compensation - Mr. Gary transferred $480,000 and $411,000 from the company's operating account to the Sponsor on July 20, 2023, and August 7, 2023, respectively, which were later returned by the Sponsor[392] - Mr. Gary was removed as CEO and CFO on April 21, 2024, and appointed as Assistant Finance Manager[393] - Michael Singer was appointed as the new CEO of the company on April 21, 2024[394] - Glenn Worman was engaged as the new CFO on April 21, 2024, and will approve and sign the company's 2023 Annual Report on Form 10-K[396] - Mr. Gary agreed to reimburse the company for all fees and expenses related to the engagement of Mr. Worman as CFO[399] - Mr. Gary forfeited $132,500 in deferred compensation and ceased accruing $7,500 per month in service fees[400] Risks and Uncertainties - The company faces risks including no operating history, no revenues, and uncertainties related to completing a Business Combination, particularly due to the COVID-19 pandemic[350] Notes and Agreements - The company repaid $157,000 of the Note balance on September 7, 2021 and the remaining $6,000 on September 13, 2021, terminating the Note[366] - The company issued an unsecured promissory note of $480,000 to the Sponsor on August 17, 2023, which was later rescinded on November 6, 2023[368] Off-Balance Sheet Arrangements - The company has no off-balance sheet arrangements as of December 31, 2023[387]
Insight Acquisition (INAQ) - 2023 Q4 - Annual Report