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United States securities and exchange commission logo
January 25, 2024
Michael Singer
Executive Chairman and Director
Insight Acquisition Corp.
333 East 91st Street
New York, NY 10128
Re:Insight Acquisition Corp.
Registration Statement on Form S-4
Filed December 28, 2023
File No. 333-276291
Dear Michael Singer:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-4 filed December 28, 2023
Cover page
1.We note disclosure on page 6 that Mr. Alessi will own in excess of 65% of the combined
company after the consummation of the business combination. Please tell us whether you
will be deemed a “controlled company” as defined by Nasdaq's corporate governance
rules and, if so, whether you intend to rely on any exemptions as a controlled company. If
applicable, please disclose on the prospectus cover page and in the prospectus summary
that you are a controlled company, and include a risk factor that discusses the effect, risks
and uncertainties of being designated a controlled company.
Questions and Answers, page ix
2.Please revise your disclosures here, and elsewhere as appropriate, to quantify the number
of shares that will have registration rights following the consummation of the business
combination.

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What will happen in the Business Combination?, page xi
3.We note disclosure in this section and elsewhere that IAC and the Sponsor have agreed to
contribute up to 750,000 shares of IAC Class A common stock held by the Sponsor to
facilitate a capital financing by IAC at or prior to closing. Please clarify whether IAC or
the Sponsor are seeking or have obtained any additional funding, including but not limited
to funding that contemplates the use of the Sponsor Financing Shares. If so, please
highlight material differences in the terms and price of securities issued at the time of the
IPO as compared to any private placements contemplated at the time of the business
combination, and disclose if any of the Sponsor, directors, officers or affiliates will
participate in any private placement or financing.
May IAC, the Sponsor or IAC's directors, officers, advisors or their affiliates purchase shares in
connection with the Business Combination?, page xiv
4.We note your disclosures that, among other things, the Sponsor, directors, officer or
advisors or their respective affiliates may purchase shares from stockholders in privately
negotiation transactions that could include a contractual provision that directs the
stockholder to vote such shares in a manner directed by the purchaser, and that such
purchases may be effected at purchase prices that are below or in excess of the per-share
pro rata portion of the Trust Account. Please clarify the purpose of such purchases, and
clarify how you will comply with the requirements of Rule 14e-5 here and in similar
disclosure elsewhere in the prospectus. Please see our Tender Offer Rules and Schedules
C&DI Question 166.01 for information about the staff's views in this regard. Please also
revise the question to remove the implication that IAC would purchase shares in
connection with the business combination.
Summary of the Proxy Statement/Prospectus, page 1
5.Please revise the summary disclosure concerning Alpha Modus to highlight that its
auditors have expressed substantial doubt about its ability to continue as a going concern,
and include appropriate risk factor disclosure. Please also clarify on page 7 of the
Summary and on page 89 whether the IAC Board considered Alpha Modus's going
concern opinion as a factor informing its decision to enter into the Business Combination
Agreement and to recommend approval to IAC stockholders.
6.Please provide summary disclosure regarding the interests of officers and directors of
Alpha Modus in the business combination.
7.We note that certain stockholders agreed to waive their redemption rights.  Please describe
any consideration provided in exchange for this agreement.
Recommendation of the IAC Board and Reasons for the Business Combination, page 5
8.Please present the uncertainties, risks and other negative factors the IAC Board considered
in approving the Business Combination Agreement with the same prominence as you

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present the factors that weighed in favor of the Business Combination Agreement, here
and on page 89.
Impact of the Business Combination on IAC's Public Float, page 9
9.Please include disclosure to accompany the tables in this section stating, if true, that they
do not include up to 2,200,000 additional Alpha Modus Earnout Shares that may be issued
to Alpha Modus stockholders in the future.
10.In the tables showing the varying ownership levels of the combined company immediately
following the business combination, both in this section and elsewhere in the prospectus,
please present the interest of the Sponsor and any of its affiliates separately from the other
Initial Stockholders' interest. If true, please state that the other Initial Stockholders are
Anchor Investors in the IPO, and clarify whether any of the other Initial Stockholders are
affiliates of the Sponsor. Finally, please include disclosure by footnote or otherwise that
Janbella is controlled by Alpha Modus's CEO and principal stockholder, William Alessi,
who will also be the combined company's CEO and principal stockholder.
11.Please clarify what shares are being issued as a result of the conversion of the remaining
900,000 shares of outstanding IAC Class B common stock. In this section and elsewhere
as appropriate, also explain how the number of shares of the combined company that are
issuable upon such conversion is determined. We note disclosure on page 52 that all
shares of IAC Class B common stock outstanding as of the closing will be converted into
the same number of shares of IAC Class A common stock as of the closing. However,
disclosure in the footnotes to your audited financial statements describes anti-dilution
protection with respect to any additional shares issued in connection with the business
combination (other than shares issued to the seller). Please include disclosure here and in
the context of other relevant information (such as interests of the Sponsor, officers and
directors, and information regarding beneficial ownership before and after the business
combination), addressing the operation of the anti-dilution provisions, and clarify whether
the holders of the remaining shares of Class B common stock are entitled to any additional
shares upon conversion, such as in connection with the issuance of shares to Polar or
Janbella, the issuance of any securities in connection with any additional funding that IAC
or the Sponsor are seeking or have obtained, or with respect to the Class A shares were
already issued following the earlier conversion of certain shares of Class B common
stock.
Interests of IAC's Initial Stockholders, Directors and Officers in the Business Combination, page
14
12.Please revise disclosure here, in risk factors regarding interests of your Sponsor and of
your officers and directors on pages 35 and 36, and where similar disclosure appears in
the prospectus to clearly state the aggregate dollar amount of what each of your Sponsor
and its affiliates, your officers and directors have at risk that depends on the completion of
a business combination. This includes the current value of securities held, loans extended,

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fees due, and out-of-pocket expenses for which the Sponsor and its affiliates, or your
officers and directors, are awaiting reimbursement. Please also clarify whether the
Sponsor or any officer or director currently owns any Class B shares, and if so, explain
how the shares will convert at the time of the business combination, including with respect
to any anti-dilution provisions. We note disclosure on page 35 that the Sponsor currently
owns 4,650,000 shares of IAC Class A common stock (suggesting that it has
already converted some of its Class B shares), but we also understand that 900,000 shares
of Class B remain outstanding.
Risk Factors, page 24
13.With a view toward disclosure, please tell us whether your Sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction is, is controlled by, or has
substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants which would expire worthless.
Because IAC's Sponsor . . .; Some of the IAC officers and directors may . . . have conflicts of
interest . . ., page 35
14.In each of the captioned risk factors, please clearly state the risk that the interests of the
Sponsor, officers and directors may have incentivized them to complete an acquisition of
a less favorable target company or on terms less favorable to stockholders rather than
liquidate.
Risk Factors
The future exercise of registration rights may adversely affect the market price of our common
stock, page 48
15.Please revise your disclosures here, and elsewhere as appropriate, to quantify the number
of shares that will have registration rights following the consummation of the business
combination.
Unaudited Pro Forma Condensed Combined Financial Statements, page 51
16.Please revise your discussion of the earn out shares to disclose what you mean by the term

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"fixed-for-fixed". Please describe the terms and facts of the earn out shares that support
your conclusion and include citation of any authoritative literature you relied on in making
your determination that the shares meet the subject criteria to be classified as equity.
Proposal Number 1- The Business Combination Proposal , page 72
17.Please identify the individuals and/or parties who participated in the meetings and
discussions described throughout this section.
18.Please revise throughout the Business Combination Proposal section, as appropriate, to
clarify your references to the "IAC Board.”  For example, specify whether this refers to
the board as a whole or some subset of the board, such as the disinterested directors.
Post-Business Combination Ownership of the Combined Entity, page 74
19.Please disclose the total potential ownership of the Sponsor and its affiliates in the
combined company, assuming exercise and conversion of all securities. We note that you
have provided disclosure of ownership of the combined company on a fully diluted basis
in your table on page 10.
Interests of IAC's Initial Stockholders, Directors and Officers in the Business Combination, page
80
20.Please revise the conflicts of interest discussion so that it highlights all material interests
in the transaction held by the Sponsor and your officers and directors. This could include
fiduciary or contractual obligations to other entities as well as any interest in, or affiliation
with, Alpha Modus. In addition, please clarify how the IAC Board considered those
conflicts in negotiating and recommending the business combination. Finally, please
address here and in the Background of the Business Combination section whether the
waiver of the corporate opportunities doctrine that is present in your charter created a
potential conflict of interest or impacted your search for an acquisition target.
21.We note disclosure here and in similar sections throughout the prospectus a discussion of
the lock-up of the Founder Shares pursuant to the letter agreements between the initial
stockholder and IAC as a condition to the IPO. In this context, please also disclose the
Sponsor Lock-Up Agreement providing for the Sponsor to sell up to 15% of the IAC
common stock it owns during the Lock-Up Period.
Recommendation of the IAC Board and Reasons for the Business Combination, page 87
22.Please revise to address how the IAC Board took into account the consideration to be paid
for Alpha Modus in recommending the transaction to stockholders for their approval.  If
the consideration was not a factor, please explain why not.
U.S. Federal Income Tax Considerations, page 94
23.Please revise to also discuss the federal income tax considerations of the business

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combination to IAC stockholders who choose not to redeem their shares.
Certain Alpha Modus Projected Financial Information, page 96
24.We note that you have included a placeholder for financial projections. Note that we will
review this disclosure once provided and may have comments.
Liquidity and Going Concern, page 123
25.Please revise to more completely discuss IAC's ability to generate and obtain adequate
amounts of cash, and its plans for cash, in the next 12 months and separately beyond the
next 12 months.  Describe and analyze material cash requirements and sources of cash
from known contractual and other arrangements, including the material terms of debt or
note arrangements impacting liquidity. Please refer to Item 303 of Regulation S-K.
Beneficial Ownership of Securities, page 154
26.Please revise the table, by footnote or otherwise, to clarify what number of shares of IAC
common stock shown in the table are shares of Class A common stock and what number
are shares of Class B common stock. Also address how the information in the table
reflects the conversion of the 900,000 shares of Class B common stock that are still
outstanding, including any additional shares of Class A to be issued as a result of the
conversion and anti-dilution provisions of the Class B.
Alpha Modus Corp.
Interim Financial Statements for the three and nine months ended September 30, 2023
Note 2 - Summary Of Significant Accounting Policies, page F-59
27.We note that Alpha Modus was founded and deals with artificial intelligence software and
since August 2019 have focused on research and development. Please tell us and revise
your disclosures to discuss your accounting policy related to research and development
costs of