Insight Acquisition Corp., a special purpose acquisition company, announced a change in its board committee assignments on Monday, following a review of director independence in light of Nasdaq’s listing rules. The company, which is preparing for a merger with Alpha Modus Corp., disclosed in a filing with the Securities and Exchange Commission that it has restructured the composition of its audit, compensation, and nominating and corporate governance committees.
The revision comes after the company recognized that one of its directors, Greg Richter, does not qualify as an independent director under Nasdaq's rules due to a familial relationship with William Alessi, the Chairman of the board. Richter is Alessi’s brother-in-law, which necessitated the change to comply with independence standards.
In light of this, the audit committee will now consist of William Ullman, Michael Garel, and Scott Wattenberg, with Wattenberg serving as the Chairman. The compensation committee will be chaired by Michael Garel, alongside members William Ullman and Scott Wattenberg. The nominating and corporate governance committee will have William Ullman as its Chairman, with Michael Garel and Scott Wattenberg rounding out the roster.
These changes are part of the broader business combination agreement with Alpha Modus, which was previously disclosed and is set to see Insight Acquisition Corp. change its name to Alpha Modus Holdings, Inc. The board of directors has unanimously approved the merger and other transactions contemplated by the agreement.
In other recent news, Insight Acquisition Corp. has been issued a delisting notice by the Nasdaq Stock Market due to non-compliance with listing rules. The special purpose acquisition company failed to meet the requirements of Nasdaq Interpretive Material IM-5101-2, as it could not complete a business combination within the prescribed 36-month period post its initial public offering (IPO). The company's IPO registration statement became effective on September 1, 2021, setting a deadline for a business combination by September 1, 2024, which was not achieved.
Insight Acquisition Corp. now faces the risk of having its securities suspended from trading on October 8, 2024, unless it files an appeal by October 4, 2024. The company has expressed its intention to appeal against Nasdaq's determination. If the appeal is unsuccessful or not granted, the delisting process will proceed as outlined by Nasdaq.
The delisting notice was also prompted by the company's market value of listed securities (MVLS) falling below the Nasdaq Capital Market's minimum threshold of $15 million for a period of 30 consecutive business days. However, Insight Acquisition has been given until January 27, 2025, to meet the MVLS standard. To regain compliance, the company's MVLS must close at or above $15 million for a minimum of ten consecutive business days within the 180-day grace period provided by Nasdaq.
InvestingPro Insights
As Insight Acquisition Corp. (INAQU) prepares for its merger with Alpha Modus Corp., recent financial data and market trends offer additional context for investors. According to InvestingPro data, the company has seen a significant return of 20.54% over the last week, indicating heightened market interest possibly related to the merger news and board restructuring.
However, it's important to note that INAQU is not currently profitable, with an operating income of -$3.2 million over the last twelve months as of Q3 2024. This aligns with an InvestingPro Tip that the company has not been profitable over this period. Additionally, the stock's price-to-book ratio stands at -5.58, suggesting potential challenges in asset valuation.
InvestingPro Tips also highlight that the stock generally trades with high price volatility, which could be relevant for investors considering the ongoing merger process and recent corporate governance changes. For those seeking a deeper understanding of INAQU's financial position and market performance, InvestingPro offers 5 additional tips that could provide valuable insights during this transitional period for the company.
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