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CORRESP
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Insight
Acquisition Corp.

333 East 91st Street

New York, New York 10128

Tel. No. (609) 751-3193

July 30, 2024

Division of Corporation Finance

U.S. Securities and Exchange Commission

Office of Real Estate & Construction

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Pearlyne Paulemon

Pam Long

    Re:
    Insight Acquisition Corp.

Registration Statement
on Form S-4

Filed July 3, 2024

File No. 333-276291

Ladies and Gentlemen:

Insight Acquisition Corp. (the “Company”
or “IAC”) is hereby responding to the letter, dated July 25, 2024 (the “Comment Letter”),
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission, regarding the Company’s Registration
Statement on Form S-4 (the “Registration Statement”). Concurrently with the submission of this letter, the Company
is submitting an amended Registration Statement on Form S-4 (the “Amended Registration Statement”) via EDGAR
to the Commission for review in accordance with the procedures of the Commission.

The Company has responded to all of the Staff’s
comments by revising the Registration Statement to address the comments, by providing an explanation if the Company has not so revised
the Registration Statement, or by providing supplemental disclosure as requested. The Staff’s comments are repeated below in italics
and followed by the Company’s response. We have included page references to the Amended Registration Statement where the language
addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Amended Registration
Statement. The changes reflected in the Amended Registration Statement include those made in response to the Staff’s comments as
well as other updates.

About This Document, page i

    1.
    We note your disclosure that this registration statement constitutes the prospectus of IAC with respect to New IAC common stock and New IAC Series C Preferred Stock, although the fee table does not include the preferred stock, and it appears that the Series C Preferred is being offered privately to Mr. Alessi on terms that he negotiated. Revise accordingly. Please also review your fee table and include all of the securities being offered in the transaction, including contingent rights and the earnout shares.

Response: We acknowledge the Staff’s
comment and have revised the disclosure in the preliminary prospectus cover page and the “About This Document” to remove references
to the Series C Preferred Stock. Additionally, we have revised the fee table accordingly.

What equity stake will current stockholders
of IAC and Alpha Modus stockholders hold in New IAC after the Closing?, page xii

    2.
    We note that the Equity Capitalization Summary on page xiii does not include the Series C Preferred shares, which are to be issued to Mr. Alessi and his affiliates at closing, while these shares do appear in the fully diluted summary on page xiv. Please include the Series C Preferred shares in the Equity Capitalization Summary on page xiii to better reflect the ownership levels of the combined company immediately following the business combination. Please make similar revisions where these tables appear throughout the prospectus.

Response: We acknowledge the Staff’s
comment. Because the shares of Series C Preferred Stock are not initially convertible into Class A common stock, we believe it is important
to present minimum, maximum and mid-point redemption percentages for both the common stock (without including the Series C Preferred Stock)
and for all capital stock (including the Series C Preferred Stock). Rather than replacing common stock-only numbers in the first Equity
Capitalization Summary table on page xiii, or adding 6 additional columns to that table (which was not optimal from a formatting perspective),
we have instead added a new separate table on page xiv and elsewhere throughout the prospectus where the Equity Capitalization Summary
tables appear, such that the first of these tables reflects percentage ownership of the combined company’s Class A common stock
following closing for the various redemption scenarios, the second added table reflects aggregate percentage ownership of the combined
company including the Series C Preferred Stock, and the third table adds in shares underlying warrants.

Parties to the Business Combination, page 2

    3.
    Where you discuss its going concern opinion, please also add that Alpha Modus has not yet generated any revenues.

Response: We acknowledge the Staff’s
comment, note that Alpha Modus did generate revenues several years ago, and have therefore revised the disclosure on pages 2, 7, 32, 77,
109, and 159 to add that Alpha Modus lacks current revenues.

Interests of IAC’s Sponsor, Directors and Officers
in the Business Combination, page 17

    4.
    Regarding prior comment 3, we note disclosure on page 90 that your officers, directors and Sponsor will not receive reimbursement of a specific dollar amount of out-of-pocket expenses, and on page 76 that your Sponsor would lose approximately $86 million of the value of the Founder Shares and Private Placement Warrants if the company does not complete the initial business combination. Please include disclosure that your officers and directors are some of the members of your sponsor and address the amount of value they have at risk, as members of the Sponsor, that depends on the completion of the Business Combination. We also note disclosures in note 4 to your most recent interim financial statements regarding amounts due to related parties in connection with the Administrative Services Agreement, advances to extend the Business Combination Period and payments to your management team for services rendered to the company. We also note that Mr. Singer has waived amounts owed under the Administrative Services Agreement and with respect to management’s services, effective upon issuance of 125,000 shares at closing. It is unclear whether you have included these as amounts that your sponsor, officers and directors have at risk that depends upon the completion of a business combination. Please revise to clarify and, as requested in the comment, to disclose the dollar amount that (i) your Sponsor and its affiliates and (ii) each of your officers and directors have at risk that depends upon the completion of the Business Combination.

Response: We acknowledge the Staff’s
comment and have revised the disclosure on pages 18, 81, and 96 of the Amended Registration Statement. The 125,000 shares issuable to Mr. Singer at the closing of the Business
Combination is included in Mr. Singer’s shares as set forth in the tables on pages 18, 81, and 96 of the Amended Registration Statement.

    5.
    Where you disclose on pages 18 and 90 that the Founder Shares will have a significantly higher value at the time of the Business Combination than the $25,000 the Sponsor paid for them, please also disclose the estimated value of the Founder Shares based on a recent closing price of the IAC Class A common stock to help investors better understand the level of the Sponsor’s interest in this regard. We note that you have included this value on page 17 ($68.2 million based on the price as of June 27, 2024), in the context of a detailed discussion of the Founder Share Lock-Up Agreement.

Response: We acknowledge the Staff’s
comment and have revised the existing disclosure on pages 18, 81, and 96 of the Amended Registration Statement.

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Risk Factors, page 19

    6.
    As your Risk Factor section beginning on page 27 exceeds 15 pages, please provide a concise, bulleted summary of the principal risks, as required by Item 105(b) of Regulation S-K..

Response: We acknowledge the Staff’s
comment and have revised the prospectus summary to add a concise, bulleted summary of principal risks.

U Sources and Uses of Funds for the Business
Combination, page 19

    7.
    We note disclosures throughout the prospectus that at the closing, the combined company will use its “best efforts” to pay off IAC’s loans from Polar (approximately $975,000) and Alpha Modus’ loans from Janbella (approximately $1,400,000). Please disclose whether these amounts are reflected in the sources and uses of funds tables on page 19.

Response: We acknowledge the Staff’s
comment and note that the Sources and Uses tables on pages 19 and 20 of the Amended Registration Statement do not reflect the loan repayment
to Polar or the loan repayment to Janbella.

Risk Factors, page 27

    8.
    Please revise the introductory language to the risk factors section suggesting that investors perform their own investigation of the business, prospects, financial condition and operating results of Alpha Modus and New IAC after the completion of the business combination. Investors are entitled to rely on the information you provide in the registration statement.

Response: We acknowledge the Staff’s
comment and have revised the disclosure on page 32 of the Amended Registration Statement.

    9.
    If the assets in your trust account are securities, including U.S. Government securities or shares of money market funds registered under the Investment Company Act and regulated pursuant to rule 2a-7 of that Act, disclose the risk that you could be considered to be operating as an unregistered investment company. Disclose that if you are found to be operating as an unregistered investment company, you may be required to change your operations, wind down your operations, or register as an investment company under the Investment Company Act. Also include disclosure with respect to the consequences to investors if you are required to wind down your operations as a result of this status, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and any warrants, which would expire worthless.

Response: We acknowledge the Staff’s
comment and have revised the existing disclosure on page 40 of the Amended Registration Statement to add a risk factor regarding being
deemed an investment company under the Investment Company Act.

Some of the IAC officers and directors may
be argued to have conflicts of interest that may influence them . . . , page 40

    10.
    We note that you have updated your disclosure throughout your filing to reflect information based on the closing price on Nasdaq as of June 27, 2024. However, we note in a few instances where some information was still based on the last sale price on February 1, 2024. Please clarify and/or revise accordingly.

Response: We acknowledge the Staff’s
comment and have updated disclosure throughout the Amended Registration Statement to instead reference the last sale price on July 25,
2024.

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We may be subject to the Excise Tax . . . ,
page 42

    11.
    Please update the information in this risk factor that is given as of September 23, 2023.

Response: We acknowledge the Staff’s
comment and have revised the disclosure on page 48 of the Amended Registration Statement to disclose the excise tax payable as of March
31, 2024.

Unaudited Pro Forma Condensed Combined Financial
Statements

Description of Business Combination, page 57

    12.
    You disclosed in your pro forma financial statements, the Earnout Shares are considered indexed to the issuer’s stock and should be classified as equity. Please tell us how you determined that it was not necessary to also evaluate the change of control as an input into a “fixed-for-fixed” valuation model to support your equity accounting treatment. Refer to ASC 805-40-15-7E.

Response: We respectfully acknowledge the
Staff’s comment and respectfully advise the Staff to the fact that the Company evaluated the Change of Control provision listed
within section 6 of Annex 1 and in accordance with ASC 815-40-15-7A, concluded that this provision is representative of an exercise contingency
that is not based on either a) an observable market, other than the market for the issuer’s stock, or b) an observable index, other than
an index calculated or measured solely by reference to the issuer’s own operations. Furthermore, the Company considered the interpretive
guidance provided within section 3.2.2.1 of Deloitte’s “Issuer’s Accounting for Debt” Roadmap, published March 2023, which
provides that a change in control or merger involving the issuer is representative of an exercise contingency that does not preclude equity
classification under step 1 of the indexation guidance listed within ASC 815-40. The Company further evaluated the Change of Control provision
listed within section 6 of Annex 1 in accordance with ASC 815-40-15-7B and concluded that the provision acts as an on/off switch and therefore
does not impact the potential adjustment to the instrument’s settlement amount. As a result, the Company concluded that the Change
of Control provision is not required to be considered under step 2 of ASC 815-40-15-7, as the exercise contingency does not affect the
settlement terms.

Unaudited Pro Forma Condensed Combined Financial
Statements

Condensed Combined Statement of Operations
for the Year Ended December 31, 2023, page 68

    13.
    We note your discussion of footnote (FF) reflecting the gain on forgiveness of deferred underwriting fee payable referenced in adjustment (F) as if incurred on January 1, 2023. Please clarify how you originally recorded the deferred underwriting commissions and your basis for reflecting the transaction as a gain on the statement of operations for forgiveness of deferred underwriting fees versus a capital transaction within the statement of stockholders’ equity. Your response should outline the facts, circumstances, and any GAAP literature that support your chosen accounting treatment.

Response: We respectfully acknowledge the
Staff’s comment and respectfully advise the Staff to the fact that the Company evaluated the forgiveness of the Deferred Underwriting
Fee Payable and erroneously recorded the full amount within the Company’s condensed statements of operations. After further review, the
Company has concluded that in accordance with SAB Topic 5.A, the extinguishment gain should be considered a reversal of the original issuance
costs incurred; therefore, the extinguishment gain should be recorded within the same financial statement line as the original issuance
costs incurred as a result of the Company’s initial public offering. Upon derecognition, the Company will reverse any specific incremental
costs directly attributed to the actual offering of securities as a result of the Company’s initial IPO as follows: 1) reversal
of any deferred underwriting fees allocated to any shares issued at IPO which would be recognized as a reduction in the carrying value
of the shares, 2) reversal of any deferred underwriting fees allocated to any equity classified warrants issued at IPO which would be
recognized as a reduction in the carrying value of the equity classified warrants, and 3) reversal of any deferred underwriting fees allocated
to any warrant liabilities, if applicable, which would be recognized as a gain from extinguishment of a liability and recorded within
the Company’s condensed statements of operations. We have revised the disclosure on page [ ] of the Amended Registration Statement.

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    14.
    Reference is made to adjustments (GG), (HH), and (KK). Please tell us and expand your disclosures to discuss what each of the equity issuances relates to and your basis for reflecting such amounts as general and administrative expenses on your pro-forma financial statements.

Response: We respectfully acknowledge the
Staff’s comment and have expanded the disclosures to discuss what these equity issuances are and the accounting basis for reflecting
such amounts as expenses on the pro forma financial statements.

On or about April 26, 2024, the Company entered
into a subscription agreement (the “Subscription Agreement”) by, be