Item 5.03 Amendments to Articles of Incorporation.

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 amended and restated certificate of incorporation (the "Charter") to implement the Charter Amendment Proposals (as defined below) (together, the "Charter Amendment"). The Charter Amendment became effective on March 6, 2023 upon filing with the Secretary of State of the State of Delaware.

The foregoing description is qualified in its entirety by reference to the Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated March 6, 2023, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 6, 2023 the Company held a special meeting (the "Special Meeting") of stockholders. At the Special Meeting, the Company's stockholders were asked to vote on the following items: (i) a proposal to amend the Charter to extend the date by which the Company has to consummate a business combination for an additional one month, from March 7, 2023 to April 7, 2023 and thereafter, at the discretion of the board of directors of the Company and without a vote of the stockholders, up to five (5) times for an additional one month each time, for a total of up to five additional months to September 7, 2023 (the "First Charter Amendment Proposal"), (ii) a proposal to amend the Company's Charter to eliminate from the Charter the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001 (the "Redemption Limitation") in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation (the "Second Charter Amendment Proposal"), (iii) a proposal to amend the Charter to provide for the right of a holder of Class B common stock of the Company, par value $0.0001 per share ("Class B Common Stock") to convert such shares into shares of Class A common stock of the Company, par value $0.0001 per share ("Class A Common Stock") on a one-for-one basis prior to the closing of a business combination at the election of the holder (the "Third Charter Amendment Proposal" and together with the First Charter Amendment Proposal and the Second Charter Amendment Proposal, the "Charter Amendment Proposals") and

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

The affirmative vote (virtually or by proxy) of at least 65% of the outstanding shares of INAQ common stock entitled to vote thereon, voting together as a single class was required to approve the First Charter Amendment Proposal. The affirmative vote (virtually or by proxy) of at least 65% of the outstanding shares of INAQ common stock entitled to vote thereon, voting together as a single class was required to approve the Second Charter Amendment Proposal. The affirmative vote (virtually or by proxy) of at least a majority of the outstanding shares of INAQ common stock entitled to vote thereon, voting together as a single class was required to approve the Third Charter Amendment Proposal.The affirmative vote (virtually or by proxy) of a majority of the votes cast by holders of outstanding shares of INAQ common stock entitled to vote thereon, voting together as a single class was required to approve the Adjournment Proposal.

Set forth below are the final voting results for each of the Charter Amendment Proposals. As there were sufficient votes to approve each of the Charter Amendment Proposals, the Adjournment Proposal was not presented to stockholders at the Special Meeting.

First Charter Amendment Proposal

The First Charter Amendment Proposal was approved. The voting results of the outstanding shares of INAQ common stock at the Special Meeting and entitled to vote thereon were as follows:



   For       Against   Abstentions
20,807,774   32,993         0

Second Charter Amendment Proposal

The Second Charter Amendment Proposal was approved. The voting results of the outstanding shares of INAQ common stock at the Special Meeting and entitled to vote thereon were as follows:



   For       Against   Abstentions
20,839,496    1,271         0

Third Charter Amendment Proposal

The Third Charter Amendment Proposal was approved. The voting results of the outstanding shares of INAQ common stock at the Special Meeting and entitled to vote thereon were as follows:



   For       Against   Abstentions
20,839,496    1,271         0


Item 8.01 Other Events.

In connection with the First Charter Amendment Proposal, stockholders elected to redeem 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.


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Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.        Description

3.1            Certificate of Amendment to Amended and Restated Certificate of
             Incorporation, dated March 6, 2023

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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