Item 8.01 Regulation FD Disclosure.
Supplement to the Definitive Proxy Statement
On February 16, 2023, Insight Acquisition Corp. (the "Company") filed a
definitive proxy statement (the 'Definitive Proxy Statement") for the
solicitation of proxies in connection with a special meeting of the Company's
stockholders to be held on March 2, 2023 (the "Special Meeting") to consider and
vote on, (i) a proposal to amend the Company's Amended and Restated Certificate
of Incorporation (the "Charter") to extend the period by which the Company is
required to consummate its initial business combination (the "First Charter
Amendment Proposal"), (ii) a proposal to amend (the "Second Charter Amendment")
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 Securities Exchange Act of 1934, as amended) 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 the Company's
Class B common stock, par value $0.0001 per share (the "Class B Common Stock")
to convert such shares into shares of Class A common stock of the Company, par
value $0.0001 per share (the "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 (iv) a proposal to approve the
adjournment of the Special Meeting to a later date or dates, if necessary, to
permit further solicitation and vote of proxies in the event that there are
insufficient votes for, or otherwise in connection with, the approval of the
Charter Amendment Proposals (the "Adjournment Proposal").
The Company has determined to clarify in the Definitive Proxy Statement that the
funds in trust and any additional contributions, including any interest thereon,
will not be used, now or in the future, to pay for any excise tax imposed under
the Inflation Reduction Act of 2022. Further, the Company has been advised by
the holders of our shares of Class B Common Stock that such holders will elect
to convert all of their respective shares of Class B Common Stock into an equal
number of shares of Class A Common Stock, if the First Charter Amendment
Proposal and the Third Charter Amendment Proposal are approved.
Accordingly, the Company has determined to amend and supplement the Definitive
Proxy Statement as described in this Current Report on Form 8-K.
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AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT
The Company is providing additional information to its stockholders, as
described in this supplement to the Definitive Proxy Statement filed with the
United States Securities and Exchange Commission on February 16, 2023, in
connection with the Special Meeting to be held on March 2, 2023. These
disclosures should be read in connection with the Definitive Proxy Statement,
which should be read in its entirety. To the extent that the information set
forth herein differs from or updates information contained in the Definitive
Proxy Statement, the information set forth herein shall supersede or supplement
the information in the Definitive Proxy Statement. Defined terms used but not
defined herein have the meanings set forth in the Definitive Proxy Statement and
all page references are to pages in the Definitive Proxy Statement. The Company
makes the following amended and supplemental disclosures:
1. Certain disclosure on page 3 of the Notice of Special Meeting and page 2 of
the Definitive Proxy Statement is hereby amended and restated to read as
follows:
Holders of our Class A Common Stock as of the date of this proxy (the "Public
Stockholders") may elect to redeem (an "Election") their shares for their pro
rata portion of the funds available in the trust account (including interest
earned on the funds held in the trust account (net of taxes payable (including
estimated taxes) and up to $100,000 of interest to pay dissolution expenses) in
connection with the First Charter Amendment Proposal and the Second Charter
Amendment Proposal without regard as to whether or how such Public Stockholders
vote with respect to any Charter Amendments (the "Optional Redemption").
However, such redeeming holders will only receive cash in the Optional
Redemption if the First Charter Amendment Proposal is approved and implemented
and either (i) the Second Charter Amendment Proposal is approved and implemented
or (ii) the Second Charter Amendment Proposal is not approved or implemented and
the Redemption Limitation has not been exceeded. The Sponsor and the Company's
directors, executive officers and certain other stockholders own 6,000,000
shares of Class B Common Stock. We have been advised by the Sponsor and the
other holders of our Class B Common Stock that if the First Charter Amendment
Proposal and the Third Charter Amendment Proposal are approved, such initial
stockholders will elect to convert all of their respective shares of Class B
Common Stock into an aggregate of 6,000,000 shares of Class A Common Stock.
Following conversion, such shares will vote together with the public shares on
the business combination; however, as such shares were not issued as part of the
initial public offering, such shares would not be entitled to any funds held in
the trust account, including any interest thereon.
2. Certain disclosure on page 3 of the Notice of Special Meeting is hereby
amended and restated to read as follows:
To exercise your redemption rights, you must tender your shares to the Company's
transfer agent at least two business days prior to the Special Meeting. You may
tender your shares by either delivering your share certificate to the transfer
agent or by delivering your shares electronically using the Depository Trust
Company's DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares
in street name, you will need to instruct your bank, broker or other nominee to
withdraw the shares from your account in order to exercise your redemption
rights.
On August 16, 2022, the Inflation Reduction Act of 2022 (the "Inflation
Reduction Act") was signed into federal law. The Inflation Reduction Act
provides for, among other things, a new U.S. federal 1% excise tax (the "excise
tax") on certain repurchases of stock by publicly traded U.S. domestic
corporations and certain U.S. domestic subsidiaries of publicly traded foreign
corporations occurring on or after January 1, 2023. Any redemption of the shares
of the Class A Common Stock on or after January 1, 2023, such as the redemptions
discussed herein, may be subject to the excise tax. The Company confirms that
the funds held in the trust account and any additional amounts deposited into
the trust account (including the initial Deposit and any subsequent Deposits),
as well as any interest earned thereon, will not be used to pay for the excise
tax.
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3. Certain disclosure on page 10 of the Definitive Proxy Statement is hereby
amended and restated as follows:
Q: How do the Company's insiders intend to vote their shares?
A:
The Sponsor and all of the Company's directors, executive officers and their
respective affiliates are expected to vote any common stock over which they have
voting control (including any public shares owned by them) in favor of the
Charter Amendments.
The Sponsor and the Company's directors, executive officers and their respective
affiliates are not entitled to redeem their Class B Common Stock. With respect
to shares purchased on the open market by the Sponsor or the Company's
directors, executive officers and their respective affiliates, such public
shares may be redeemed. On the record date, the Sponsor and the Company's
directors, executive officers and certain other stockholders beneficially owned
and were entitled to vote 6,000,000 shares of Class B Common Stock, representing
20% of the Company's issued and outstanding common stock. The Sponsor and the
Company's directors, executive officers and their affiliates did not
beneficially own any public shares as of the record date.
In addition, we have been advised by the Sponsor and the other holders of our
Class B Common Stock that if the First Charter Amendment Proposal and the Third
Charter Amendment Proposal are approved, such initial stockholders will elect to
convert all of their respective shares of Class B Common Stock into an aggregate
of 6,000,000 shares of Class A Common Stock. Following conversion, such shares
will vote together with the public shares on the business combination; however,
as such shares were not issued as part of the IPO, such shares would not be
entitled to any funds held in the trust account, including any interest thereon.
4. Certain disclosures on page 12 of the Definitive Proxy Statement are hereby
amended and restated as follows:
Q: What happens if the First Charter Amendment is not approved?
A: If the First Charter Amendment is not approved at the Special Meeting or at
any adjournment or postponement thereof and we have not consummated a
business combination by March 7, 2023, we will terminate the Letter of Intent
and, 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 subject to lawfully available funds therefor, redeem the public
shares in consideration of a per-share price, payable in cash, equal to the
quotient obtained by dividing (A) the aggregate amount then on deposit in the
trust account, including interest earned on the funds held in the trust
account (net of taxes payable (including estimated taxes) and up to $100,000
of interest to pay dissolution expenses), by (B) the total number of then
outstanding public shares, which redemption will completely extinguish rights
of the Public Stockholders 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 our Board in accordance with applicable law,
dissolve and liquidate, subject in each case to the Company's obligations
under Delaware law to provide for claims of creditors and other requirements
of applicable law.
The Class B Holders have (a) acknowledged that they have no rights of any kind
to the funds deposited into the trust account in respect of their Class B Common
Stock and (b) waived any redemption rights they may have in respect of any
shares of the Company's Class A Common Stock held by them in connection with the
Company's initial business combination or a vote to approve a Charter Amendment
Proposal. However, such stockholders and their respective affiliates will be
entitled to liquidating distributions with respect to any public shares held by
them that were sold as part of the Company's IPO if the Company fails to
complete an initial business combination within the prescribed timeframe. There
will be no distribution from the trust account with respect to our warrants
which will expire worthless in the event we wind up. In addition, the Sponsor
and the Company's directors, executive officers and certain other stockholders
will not convert their respective shares of Class B Common Stock into an
aggregate of 6,000,000 shares of Class A Common Stock.
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5. Certain disclosures on page 20 of the Definitive Proxy Statement are hereby
amended and restated as follows:
Prior to exercising redemption rights, stockholders should verify the market
price of our common stock, as they may receive higher proceeds from the sale of
their common stock in the public market than from exercising their redemption
rights if the market price per share is higher than the redemption price. We
cannot assure you that you will be able to sell your shares of our common stock
in the open market, even if the market price per share is higher than the
redemption price stated above, as there may not be sufficient liquidity in our
common stock when you wish to sell your shares.
In addition, as discussed above, due to the Inflation Reduction Act, any
redemption of the public shares on or after January 1, 2023, such as the
redemptions discussed herein, may be subject to the excise tax. The Company
confirms that the funds held in the trust account and any additional amounts
deposited into the trust account (including the initial Deposit and any
subsequent Deposits), as well as any interest earned thereon, will not be used
to pay for the excise tax.
6. Certain disclosures on page 22 of the Definitive Proxy Statement are hereby
amended and restated as follows:
A 1% U.S. federal excise tax may be imposed on us in connection with our
redemptions of shares in the Optional Redemption, or in connection with a
business combination or other stockholder vote pursuant to which stockholders
would have a right to submit their shares for redemption.
Pursuant to the Inflation Reduction Act of 2022 (the "IRA"), commencing in 2023,
a 1% U.S. federal excise tax is imposed on certain repurchases (including
redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and
certain domestic subsidiaries of publicly traded foreign corporations and their
"Specified Affiliates" as the term is defined in the Notice (as defined below).
The excise tax is imposed on the repurchasing corporation and not on its
stockholders. The amount of the excise tax is equal to 1% of the "fair market
value", within the meaning of these rules, 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. The U.S. Department of the Treasury (the "Treasury
Department") has authority to promulgate regulations and provide other guidance
regarding the excise tax. The Treasury Department and the Internal Revenue
Service (the "IRS") have recently issued Notice 2023-2, indicating the intention
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit
No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Participants in the Solicitation
The Company and its directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies from the Company's
shareholders in respect of the special meeting of stockholders and the Charter
Amendments and related matters. Information regarding the Company's directors
and executive officers is available in Company's proxy statement for the special
meeting filed with the U.S. Securities and Exchange Commission on February 16,
2023. Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests are
contained in the Definitive Proxy Statement.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
Additional Information
The Company has filed with the Securities and Exchange Commission (the "SEC")
the Definitive Proxy Statement in connection with the special meeting of
stockholders to consider and vote upon the Extension Amendment Proposal, the
Trust Agreement Amendment Proposal, the Redemption Limitation Amendment Proposal
and other matters and, beginning on or about February 16, 2023, mailed the
Definitive Proxy Statement and other relevant documents to its stockholders as
of February 10, 2023 the record date for the special meeting. The Company's
stockholders and other interested persons are advised to read the Definitive
Proxy Statement and any other relevant documents that have been or will be filed
with the SEC in connection with the Company's solicitation of proxies for the
special meeting because these documents contain important information about the
Company, the Extension Amendment Proposal and related matters. Stockholders may
also obtain a free copy of the Definitive Proxy Statement, as well as other
relevant documents that have been or will be filed with the SEC, without charge,
at the SEC's website located at www.sec.gov or by directing a request to 333
East 91st Street, New York, NY 10128, (917) 374-2922 or to Morrow Sodali LLC,
our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call
collect at (203) 658-9400, or by emailing INAQ@info.morrowsodali.com.
Forward-Looking Statements
This Current Report on Form 8-K (this "Form 8-K") includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Statements regarding the estimated per share redemption price and related
matters, as well as all other statements other than statements of historical
fact included in this Form 8-K are forward-looking statements. When used in this
Form 8-K, words such as "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "might," "plan," "possible," "potential,"
"predict," "project," "should," "would" and similar expressions, as they relate
to us or our management team, identify forward-looking statements. Such
forward-looking statements are based on the beliefs of management, as well as
assumptions made by, and information currently available to, the Company's
management. Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors detailed in the
Company's filings with the SEC. All subsequent written or oral forward-looking
statements attributable to the Company or persons acting on its behalf are
qualified in their entirety by this paragraph. Forward-looking statements are
subject to numerous conditions, many of which are beyond the
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control of the Company, including those set forth in the "Risk Factors" section
of the Company's Annual Report on Form 10-K, subsequent quarterly reports on
Form 10-Q and initial public offering prospectus. The Company undertakes no
obligation to update these statements for revisions or changes after the date of
this release, except as required by law.
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