Insight Acquisition Corp. /DE

The ownership arithmetic is the story: IAC's public stockholders are expected to retain about 3.8% of New IAC, the sponsor about 33.3%, and Alpha Modus's CEO William Alessi over 31.6% of the common and 100% of the preferred — roughly 55.8% of the voting stock — which makes New IAC a controlled company under Nasdaq rules. Those figures assume no redemptions at all. The percentage for the Alpha Modus stockholders and debt holder is printed as a blank, so the table does not add to 100% as filed. The prospectus covers up to 6,145,000 shares.

The stated split leaves IAC's public stockholders with about 3.8% of New IAC against about 33.3% for the sponsor, and those percentages assume no redemptions and exclude all outstanding warrants — so they are the best case for a public holder, not the expected one. Alpha Modus's CEO is expected to hold over 31.6% of the common stock and 100% of the preferred, about 55.8% of the voting stock, making New IAC a controlled company under Nasdaq rules. The percentage attributed to Alpha Modus holders is left blank in the letter.

The ownership split is the fact here: assuming no redemptions, IAC public stockholders are anticipated to retain approximately 3.8% of New IAC's outstanding common stock while the sponsor retains approximately 33.3%. Alpha Modus CEO William Alessi is deemed to beneficially own in excess of 31.6% of the common and 100% of the preferred, approximately 55.8% of the voting stock in aggregate, which makes New IAC a controlled company under Nasdaq rules — though the filing says it does not intend to rely on those exemptions.

The ownership table is the story: assuming no redemptions, Insight's public stockholders retain approximately 3.8% of New IAC while the sponsor, Insight Acquisition Sponsor LLC, retains approximately 33.3% — nearly nine times the public stake. Alpha Modus CEO William Alessi is deemed to beneficially own in excess of 31.6% of the common and 100% of the preferred, about 55.8% of the voting stock, making New IAC a controlled company under Nasdaq rules. Alpha Modus holders also receive a contingent right to a portion of 2,200,000 earnout shares.

The charter permits no other route — the proxy states the only way to extend the Combination Period is a separate stockholder vote, which is why the company has now come back three times for the Alpha Modus transaction agreed effective October 13, 2023. At $20,000 a month the sponsor's cost of preserving the deal is trivial next to the trust it protects, and the same six-month structure was extended yet again in December 2024.

Assuming no redemptions and no further equity financing, IAC's public stockholders retain about 5.1% of New IAC while the sponsor retains about 27.2% and Alpha Modus stockholders about 56.1%; CEO William Alessi alone is expected to beneficially own in excess of 55%, making New IAC a controlled company under Nasdaq rules. Those figures also assume no earnout shares are issued and none are released to the sponsor. The amendment to the Business Combination Agreement is referenced with its date left blank, so the operative terms are not fully fixed at this version.

The ownership split is the striking figure and every part of it is printed in brackets: IAC's public stockholders are anticipated to retain approximately 5.0% of New IAC, Insight Acquisition Sponsor LLC approximately 19.5%, and Alpha Modus stockholders approximately 55.0% — on those assumptions the sponsor's block is roughly four times what the public keeps. Those percentages assume no redemptions at all, including on any charter amendment extending the combination deadline, no further equity financing and no earnout shares, and the filing says the facts are likely to differ.

What changed: 8-K of Alpha Modus Holdings, Inc. Item 5.02 (departure of certain officers): on July 28, 2026 the Company terminated Thomas Gallagher as Chief Revenue Officer without cause. That single sentence is the whole of the disclosure; the report names no successor, no interim arrangement, no severance or separation terms and no effective date beyond July 28, 2026, and attaches no exhibit. Signed by President and CEO William Alessi. Why it matters: A termination without cause normally engages severance provisions, and none are described here, so the cost of the departure is not on the record. Item 5.02 requires a brief description of the circumstances; this filing supplies the fact and stops.

What changed: 8-K of Alpha Modus Holdings, Inc. Items 1.01 and 5.02: on or about July 16, 2026 the Company appointed Alexander (Sasha) Asgary, age 42, Chief Strategy Officer, and moved the previous Chief Strategy Officer, Chris Chumas, to Executive Vice President of subsidiary Alpha Modus Financial Services, LLC. Mr. Asgary had served as Vice President of Corporate Communications since October 2025, with his entity paid fees for that role. On July 16, 2026 the Company entered a Consulting Agreement with his entity, 9185-5759 Quebec Inc., deemed effective July 1, 2026. Why it matters: An executive officer engaged as a consultant through his own company: $250,000 per year plus a sign-on award of $250,000 of common stock warrants to be issued on or before August 1, 2026, priced off the five-day average closing price ending June 30, 2026 with a $0.0001 exercise price, with performance fees, expense reimbursement, 30 days paid vacation and an initial five-year term. Twelve days later the same registrant terminated its Chief Revenue Officer without cause.

What changed: Alpha Modus Holdings, Inc., the Insight Acquisition Corp. successor, entered a Securities Purchase Agreement dated June 29, 2026 with Streeterville Capital, LLC providing for one or more Secured Pre-Paid Purchases in an aggregate purchase amount of up to $10,000,000 for Class A common shares, plus 450,000 common shares delivered to the investor at closing as pre-delivery shares. Transaction documents include a security agreement, an intellectual property security agreement, a guaranty and a subordination agreement, with the issuance exempt from registration. Why it matters: Pre-paid purchase structures deliver cash in exchange for shares issued later at a formula price, so the number of shares is unknown at signing and rises as the stock falls — the defining feature of a toxic financing. The 450,000 pre-delivery shares are issued upfront as collateral for that obligation. Securing the facility on assets and intellectual property, with a guaranty, puts Streeterville ahead of former INAQ common holders on everything the company owns.

What changed: Alpha Modus Holdings, Inc., successor to Insight Acquisition Corp. /DE, reported that on June 30, 2026 Nasdaq notified it that it had regained compliance with the $1.00 minimum bid price requirement of Listing Rule 5550(a)(2) and that the matter is closed. The company had received a deficiency notice on January 12, 2026 and had been given until July 13, 2026 to regain compliance. Why it matters: A delisting risk that had a dated deadline is resolved with about two weeks to spare. Compliance was regained rather than extended, so the matter closes without the company needing a second compliance period or a transfer to another tier.