SecProbe.io

CORRESP
 1
 filename1.htm

 VIA
EDGAR

 May
21, 2025

 Attn:
Isabel Rivera

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 Alpha
 Modus Holdings, Inc.
 Registration
 Statement on Form S-1
 File
 No. 333-287110

 Ladies
and Gentlemen:

 The
undersigned registrant (the "Registrant") hereby requests that the Securities and Exchange Commission (the "Commission")
take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on Friday, May 23, 2025,
at 4:00 p.m. ET, or as soon thereafter as is practicable.

 The
Registrant authorizes Lance Brunson of Brunson Chandler & Jones, PLLC, outside counsel to the Registrant, to verbally alter the requested
date and time of effectiveness of the Registration Statement with the Commission. Please call Mr. Brunson at (801) 303-5737 with any
questions you may have.

 Thank
you for your assistance.

 Sincerely,

 Alpha
 Modus Holdings, Inc.

 /s/
 William Alessi

 William
 Alessi

 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 16, 2025

William Alessi
President, Chief Executive Officer and Director
Alpha Modus Holdings, Inc.
20311 Chartwell Center Dr., #1469
Cornelius, NC 28031

 Re: Alpha Modus Holdings, Inc.
 Registration Statement on Form S-1
 Filed May 9, 2025
 File No. 333-287110
Dear William Alessi:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Isabel Rivera at 202-551-3518 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Lance Brunson
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

VIA
EDGAR

February
12, 2025

Attn:
Benjamin Holt

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Alpha
                                            Modus Holdings, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-284810

Ladies
and Gentlemen:

The undersigned registrant (the “Registrant”) hereby requests
that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration
Statement on Form S-1 to become effective on Friday, February 14, 2025, at 4:30 p.m. ET, or as soon thereafter as is practicable.

The
Registrant authorizes Lance Brunson of Brunson Chandler & Jones, PLLC, outside counsel to the Registrant, to verbally alter the requested
date and time of effectiveness of the Registration Statement with the Commission. Please call Mr. Brunson at (801) 303-5737 with any
questions you may have.

Thank
you for your assistance.

Sincerely,

    Alpha
    Modus Holdings, Inc.

    /s/
    William Alessi

    William
    Alessi

    Chief
    Executive Officer

February 12, 2025
William Alessi
President, Chief Executive Officer and Director
ALPHA MODUS HOLDINGS, INC.
20311 Chartwell Center Dr., #1469
Cornelius, NC 28031
Re:ALPHA MODUS HOLDINGS, INC.
Registration Statement on Form S-1
Filed February 10, 2025
File No. 333-284810
Dear William Alessi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Holt at 202-551-6614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Lance Brunson, Esq.

CORRESP
1
filename1.htm

Insight
Acquisition Corp.

333 East 91st Street

New York, New York 10128

Tel No. (646) 825-2380

 September 16, 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

    File No. 333-276291

Dear Ms. Paulemon and Ms. Long:

In accordance with Rule 461 under the Securities
Act of 1933, as amended (the “Act”), Insight Acquisition Corp., a Delaware corporation (the “Company”), hereby
requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated
to Wednesday, September 18, 2024, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable. In making this acceleration request,
the Company acknowledges that it is aware of its responsibilities under the Act.

Please notify James A. Prestiano of Loeb &
Loeb LLP, counsel to the Company, at (212) 407-4831 or at jprestiano@loeb.com, as soon as the Registration Statement has been declared
effective, or if you have any other questions or concerns regarding this matter.

    Very truly yours,

    Insight Acquisition Corp.

    By:
    /s/ Michael Singer

    Name:
    Michael Singer

    Title:
    Executive Chairman and

    Chief Executive Officer

 cc: William Alessi, Chief Executive Officer Alpha Modus Corp.

CORRESP
1
filename1.htm

Insight
Acquisition Corp.

333 East
91st Street

New York,
New York 10128

Tel.
No. (609) 751-3193

September 11, 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.

    Amendment No. 4 to Registration Statement on Form S-4

    Filed August 30, 2024

    File No. 333-276291

Ladies and Gentlemen:

Insight Acquisition Corp. (the “Company”
or “IAC”) is hereby responding to the letter, dated September 9, 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 Amendment No. 5 to the Company’s 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.

Some of the IAC officers and directors may
be argued to have conflicts of interest that may influence them . . , page 46

    1.
    We note your response to comment 3. Given the 5,100,000 shares of IAC Class A common stock, 900,000 shares of Class B common stock and the last sales price of $11.38 per share on Nasdaq on July 25, 2024, we are unable to confirm your calculation of $51.2 million aggregate market value. Please clarify how you determined a $51.2 million aggregate market value based on the parameters disclosed or clarify the parameters utilized in your calculation and revise accordingly..

Response: We acknowledge the Staff’s
comment and have revised the risk factor disclosure on page 46 of the Amended Registration Statement accordingly.

Division of Corporation Finance

U.S. Securities and Exchange Commission

Office of Real Estate & Construction

September 11, 2024

Page two

Unaudited Pro Forma Condensed Combined Statement
of Operations

For the year Ended December 31, 2023, page
72

    2.
    We note your response to comment 5. For pro-forma purposes, your adjustment (FF), which appears to include the portion related to Janbella, has been reflected as general and administrative expenses. It remains unclear how your response in regards to the issuance to Janbella is consistent with treatment as general and administrative expenses. Please clarify your basis for recognizing the Janbella issuance within general and administrative expenses and/or revise accordingly.

Response: We acknowledge
the Staff’s comment and the Company states that pursuant to the Amendment to the Business Combination Agreement, dated June 21,
2024, the Company will issue 1,392,308 shares of common stock to Janbella Group LLC (“Janbella”) at the closing of the Business
Combination, which is a bonus payable to William Alessi for assisting in closing
the Business Combination that Mr. Alessi directed the Company to issue to Janbella. The Company has determined that the 1,392,308
shares of common stock to be issued to Janbella at the closing of the Business Combination should be included as a general and administrative
expense in its pro forma financial information disclosure. We note that the issuance of the 1,392,308 shares of common stock to Janbella
at the closing of the Business Combination is unrelated to the Janbella loans to Alpha Modus in the outstanding amount of approximately
$1,400,000.

General

    3.
    We note your response to prior comment 9, that you have included the earnout shares underlying the contingent right in the table, and that you have referred to the contingent right in footnote (1) to the table. Please revise your fee table to list the contingent right, in addition to the underlying earnout shares, as a separate security.

Response: We acknowledge the Staff’s
comment and have updated the Exhibit 107 fee table to separately list the contingent right to the earnout shares on a new row. Please
see Exhibit 107 to the Amended Registration Statement.

Please contact James Prestiano of Loeb & Loeb
LLP, counsel to Insight Acquisition Corp., at (212) 407-4831 or by email at jprestiano@loeb.com, or Lance Brunson of Brunson Chandler
& Jones, PLLC, counsel to Alpha Modus Corp., at (801) 303-5737 or by email at lance@bcjlaw.com if you have any questions or if would
like additional information with respect to any of the foregoing. Thank you for your assistance and review.

Sincerely,

    Insight Acquisition Corp.

    /s/ Michael Singer

    Michael Singer

    Executive Chairman

September 9, 2024
Michael Singer
Executive Chairman and Director
Insight Acquisition Corp.
333 East 91st Street
New York, NY 10128
Re:Insight Acquisition Corp.
Amendment No. 4 to Registration Statement on Form S-4
Filed August 30, 2024
File No. 333-276291
Dear Michael Singer:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our August 13, 2024 letter.
Form S-4 Amendment No. 3 Filed August 30, 2024
Some of the IAC officers and directors may be argued to have conflicts of interest that may
influence them . . , page 46
1.We note your response to comment 3.   Given the 5,100,000 shares of IAC Class A
common stock, 900,000 shares of Class B common stock and the last sales price of $11.38
per share on Nasdaq on July 25, 2024, we are unable to confirm your calculation of $51.2
million aggregate market value.   Please clarify how you determined a $51.2 million
aggregate market value based on the parameters disclosed or clarify the parameters
utilized in your calculation and revise accordingly.

September 9, 2024
Page 2
Unaudited Pro Forma Condensed Combined Statement of Operations
For the year Ended December 31, 2023, page 72
2.We note your response to comment 5.   For pro-forma purposes, your adjustment (FF),
which appears to include the portion related to Janbella, has been reflected as general and
administrative expenses.   It remains unclear how your response in regards to the issuance
to Janbella is consistent with treatment as general and administrative expenses.   Please
clarify your basis for recognizing the Janbella issuance within general and administrative
expenses and/or revise accordingly.
General
3.We note your response to prior comment 9, that you have included the earnout shares
underlying the contingent right in the table, and that you have referred to the contingent
right in footnote (1) to the table. Please revise your fee table to list the contingent right, in
addition to the underlying earnout shares, as a separate security.
            Please contact Kellie Kim at 202-551-3129 or Wilson Lee at 202-551-3468 if you have
questions regarding comments on the financial statements and related matters. Please contact
Pearlyne Paulemon at 202-551-8714 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Mitchell Nussbaum

CORRESP
1
filename1.htm

Insight
Acquisition Corp.

333 East 91st Street

New York, New York 10128

Tel. No. (609) 751-3193

August
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.

    Amendment
    No. 3 to Registration Statement on Form S-4

    Filed
    July 30, 2024

    File
    No. 333-276291

Ladies
and Gentlemen:

Insight
Acquisition Corp. (the “Company” or “IAC”) is hereby responding to the letter, dated August 13,
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 Amendment No. 4 to the Company’s 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.

Summary
of Risk Factors, page 20

    1.
    Please
    revise your Summary of Risk Factors to provide a more concise bulleted summary of no more than approximately two pages, focusing
    on the principal risks of the transaction, as required by Item 105(b) of Regulation S-K.

Response:
We acknowledge the Staff’s comment and have revised the summary of risk factors accordingly, see pages 20-22 of the Amended Registration
Statement.

Risks
Related to Being Deemed an Investment Company, page 40

    2.
    We
                                                                              note your revised disclosure in response to prior comment 9. Please revise to provide more context for this risk by including
                                                                              disclosure similar to that on page 142 and elsewhere stating that the proceeds of the IPO and concurrent private placement were
                                                                              invested in U.S. government securities having a maturity of 185 days or less or in money market funds meeting certain conditions
                                                                              under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. For
                                                                              additional context, please also include disclosure regarding registration as an investment company under the Investment Company Act
                                                                              if you are found to have been operating as an unregistered investment company.

Response:
We acknowledge the Staff’s comment and have revised the risk factor accordingly, see pages 40-41 of the Amended Registration Statement.

Some
of the IAC officers and directors may be argued to have conflicts of interest that may influence them . . , page 46

    3.
    We
    note your response to comment 10. It appears the aggregate market value was not updated based on the stock price on July 25, 2024.
    Please advise or revise.

Response:
We acknowledge the Staff’s comment and have updated this disclosure, see page 46 of the Amended Registration Statement.

Unaudited
Pro Forma Condensed Combined Financial Statements Description of Business Combination, page 57

    4.
    We have considered your
    response to comment 12. Reference is made to your conclusion that your change of control provision does not impact the potential
    adjustment to the instrument’s settlement amount. From your disclosures on page 63 and elsewhere, we note that a variable number
    of shares will be issued based on achieving your stock price and section 6 of Annex 1 indicates that if there is a change of control,
    all of the earn-out shares will be issued. It appears there are multiple settlement alternatives, and the settlement amount could
    result in the issuance of 0, 733,333, 1,466,666 or 2,200,000 shares based on whether the stock price exceeds milestone prices. Because
    there is variability in the number of shares issuable, it would need to be analyzed under step 2 of the guidance. In addition, if
    there is a change of control, all of the earn-out shares will be issued regardless of the company’s stock price. As a result,
    it appears the change of control provision does impact the settlement amount and the number of earn-out shares issuable varies based
    on whether there is a change in control, which is not an input into a fixed-for-fixed valuation model. Therefore, the change in control
    provision appears to represent a settlement provision that precludes indexation to a company’s stock under step 2 of ASC 815-40-15-7,
    and liability treatment would be more appropriate. Please clarify and/or revise accordingly.

Response:
The Company respectfully acknowledges the Staff’s comment and respectfully advises the Staff to the fact that the Company evaluated
the Change of Control provision listed within Section 6 of Annex 1 and determined that the Change of Control provision affects the settlement
amount. The number of earn-out shares issuable varies on the basis of whether there is a change of control of the combined company. That
is, in the absence of a change of control, a variable number of shares will be issued on the basis of stock price. However, if a change
of control occurs, all of the earn-out shares will be issued regardless of the combined company’s stock price. Because the arrangement
contains a settlement provision that precludes it from being indexed to the combined company’s stock under step 2 in ASC 815-40-15-7,
the Company has determined that liability classification is required. In accordance with ASC 805-30-25-5, the Company will recognize
and measure the Earnout Merger Consideration at fair value as of the acquisition date in accordance with ASC 805-30-25-5.

Reference
(KK), page 73

    5.
    We note your response
    to comment 14 and adjustment (KK) recognized as compensation expense. Reference is made to disclosures on page 109, (iii), and (iv),
    where you indicate that issuance of shares to Janbella related to the BCA Amendment entered into on June 21, 2024, represents elimination
    of the closing condition to pay off indebtedness to Janbella. In addition, the 125,000 shares issuable to Michael Singer relate to
    waiver of payments owed for sponsor administrative services of $15,000 per month and management team fees of $15,000 per month beginning
    September 1, 2021 through the consummation of a business combination. Please further clarify how the facts and circumstances of your
    situation fit within the scoping requirements outlined within ASC 718.

Response:
The Company respectfully acknowledges the Staff’s comment with respect to the indebtedness to Janbella and respectfully advises
the Staff to the fact that the Company evaluated the shares issuable to Janbella under ASC 728 and concluded that the issuance of such
shares is not within the scope of ASC 718. The Company also evaluated the shares issuable to Janbella under ASC 480 and determined that
the issuance of such shares is not within the scope of ASC 480 as they are not mandatorily redeemable, do not represent an obligation
to repurchase shares, and do not represent a variable share settlement. The Company further evaluated the shares issuable to Janbella
under ASC 815 and concluded that the shares are indexed to the Company's own stock as a change in control or merger of the issuer as
contemplated by the BCA Amendment agreement is representative of an exercise contingency that does not preclude equity classification
in accordance with ASC 815-40-15-7A. Furthermore, the Company determined that the shares issuable to Janbella meet the additional equity
classification considerations listed within ASC 815-40-25-10. As a result of the conclusions listed above, the Company has concluded
that it will recognize and measure the issuance of shares at fair value as of the acquisition date.

    2

The
Company respectfully acknowledges the Staff’s comment with respect to the 125,000 shares issuable to Michael Singer and respectfully
advises the Staff to the fact that the Company evaluated the shares issuable to Michael Singer under ASC 718 and determined that a) the
amounts are based, at least in part, on the price of the entity's shares, and b) the awards require or may require settlement by issuing
the entity’s equity shares. Furthermore, the Company evaluated the scope exceptions provided within ASC 718-10-15-5 through 15-7
and determined that the shares issuable to Michael Singer are not in exchange for financing, are not held by an employee stock ownership
plan, are not issuable in exchange for cash or other assets and are not settled in shares of an unrelated entity. As a result of the
conclusions listed above, the Company has determined that the shares issuable to Michael Singer are within the scope of ASC 718.

Unaudited
Pro Forma Condensed Combined Balance Sheet as of March 31, 2024

Unaudited
Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2023

Reference
(GG), page 73

    6.
    We note your response
    to comment 14 and adjustment (GG) recognized as interest expense. Reference is made to footnote disclosures on page F-74 where you
    indicate that you are still evaluating the proper accounting for such shares. It appears you have completed such evaluation. Please
    provide to us your analysis that supports your accounting treatment for the AM subscription agreement entered into on April 26, 2024
    and accepted by Modus on May 16, 2024. Your response should highlight the pertinent facts and circumstances from your AM subscription
    agreement and outline the specific GAAP literature that supports your accounting treatment.

Response:
We acknowledge the Staff’s comment. In accordance with ASC 820-10, the shares issued pursuant Alpha Modus’ May 16, 2024,
subscription agreement with Polar were valued at Alpha Modus’ market stock price. The subscription agreement transaction between
Alpha Modus and Polar was a stand-alone issuance of common stock by Alpha Modus. Under ASC 820-10-35-24, it states that a reporting entity
should use valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair
value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. According to the FASB Accounting
Standards Codification (ASC) glossary, the market approach is a valuation technique that uses prices and other relevant information generated
by market transactions involving identical or comparable assets, liabilities or a group of assets and liabilities. The market approach
bases the value measurement on what other similar or comparable transactions indicate the value to be. Based on the Polar stock subscription
agreement, Polar paid $25,000 for 1,000,000 shares of common stock of Alpha Modus, at a price of $0.025 per share. Based on the guidance
noted above and the price paid by Polar, it was determined that the value of $0.025 per share should be used to value these shares. At
the time of issuance and in accordance with ASC 820-10, Alpha Modus recorded the issuance of common stock within equity at the fair value
of the stock issued and recorded the $25,000 cash received within Alpha Modus’ Condensed Consolidated Statements of Operations.

Ownership
of New IAC after the Business Combination, page 98

    7.
    We note that you have
    specified ownership of common stock in response to prior comment 16. Please revise this section to also disclose the ownership of
    the Class C Preferred shares so that you address the entire ownership of New IAC after the business combination.

Response:
We acknowledge the Staff’s comment and have updated this section accordingly, see page 98 of the Amended Registration Statement.

Beneficial
Ownership of Securities, page 179

    8.
    We note that clause
    (ii) preceding your beneficial ownership table states that it assumes no exercise of public warrants because they are not exercisable
    until 30 days after closing and a current prospectus is not expected to be available within 60 days of the date of the proxy statement/prospectus.
    Please clarify whether shares underlying the private placement warrants are included in the table. In this regard, we note that private
    placement warrants are exercisable 30 days after the Closing and may be exercised on a cashless basis. If the holders of the private
    warrants will have a right to exercise the warrants within 60 days of the date of the proxy statement/prospectus, please include
    the shares underlying the warrants in the table.

Response:
We acknowledge the Staff’s comment and note that the private placement warrants held by the Sponsor, Cantor and Odeon are exercisable
within 60 days of closing of the Business Combination, and we have therefore updated the beneficial ownership table to reflect beneficial
ownership of the shares underlying the private warrants, see pages 184-185 of the Amended Registration Statement.

    3

General

    9.
    We note your response
    to prior comment 1. Please revise your fee table to list the contingent rights as a separate security.

Response:
We acknowledge the Staff’s comment and note that we previously revised the fee table to list the contingent rights (to the 2,200,000
earnout shares) as a separate security on a new row in the fee table. See Exhibit 107.

Additional
Oral Comment by Staff Communicated to Counsel

    10.
    Please add risk factor
    disclosure regarding Nasdaq’s plan to delist SPAC’s 36 months after IPO in the event the SPAC’s initial business
    combination is not completed [paraphrased].

Response:
We have added risk factor disclosure on pages 40-41 of the Amended Registration Statement regarding Nasdaq’s listing rules requiring
us to complete the Business Combination within 36 months of the effectiveness of our registration statement, and that we may be subject
to delisting if we are not able to consummate the Business Combination by September 7, 2024.

Please
contact James Prestiano of Loeb & Loeb LLP, counsel to Insight Acquisition Corp., at (212) 407-4831 or by email at jprestiano@loeb.com,
or Lance Brunson of Brunson Chandler & Jones, PLLC, counsel to Alpha Modus Corp., at (801) 303-5737 or by email at lance@bcjlaw.com
if you have any questions or if would like additional information with respect to any of the foregoing. Thank you for your assistance
and review.

Sincerely,

    Insight
    Acquisition Corp.

    /s/
    Michael Singer

    Michael Singer

    Executive Chairman

    4

August 13, 2024
Michael Singer
Executive Chairman and Director
Insight Acquisition Corp.
333 East 91st Street
New York, NY 10128
Re:Insight Acquisition Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed July 30, 2024
File No. 333-276291
Dear Michael Singer:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our July 25, 2024 letter.
Form S-4 Amendment No. 3 Filed July 30, 2024
Summary of Risk Factors, page 20
1.Please revise your Summary of Risk Factors to provide a more concise bulleted summary
of no more than approximately two pages, focusing on the principal risks of the
transaction, as required by Item 105(b) of Regulation S-K.
Risks Related to Being Deemed an Investment Company, page 40
We note your revised disclosure in response to prior comment 9. Please revise to provide
more context for this risk by including disclosure similar to that on page 142 and
elsewhere stating that the proceeds of the IPO and concurrent private placement were
invested in U.S. government securities having a maturity of 185 days or less or in money
market funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act which invest only in direct U.S. government treasury 2.

August 13, 2024
Page 2
obligations. For additional context, please also include disclosure regarding registration as
an investment company under the Investment Company Act if you are found to have been
operating as an unregistered investment company.
Some of the IAC officers and directors may be argued to have conflicts of interest that may
influence them . . , page 46
3.We note your response to comment 10. It appears the aggregate market value was not
updated based on the stock price on July 25, 2024. Please advise or revise.
Unaudited Pro Forma Condensed Combined Financial Statements Description of Business
Combination, page 57
4.We have considered your response to comment 12. Reference is made to your conclusion
that your change of control provision does not impact the potential adjustment to the
instrument’s settlement amount. From your disclosures on page 63 and elsewhere, we
note that a variable number of shares will be issued based on achieving your stock price
and section 6 of Annex 1 indicates that if there is a change of control, all of the earn-out
shares will be issued. It appears there are multiple settlement alternatives, and the
settlement amount could result in the issuance of 0, 733,333, 1,466,666 or 2,200,000
shares based on whether the stock price exceeds milestone prices. Because there is
variability in the number of shares issuable, it would need to be analyzed under step 2 of
the guidance. In addition, if there is a change of control, all of the earn-out shares will be
issued regardless of the company’s stock price. As a result, it appears the change of
control provision does impact the settlement amount and the number of earn-out shares
issuable varies based on whether there is a change in control, which is not an input into a
fixed-for-fixed valuation model. Therefore, the change in control provision appears to
represent a settlement provision that precludes indexation to a company’s stock under step
2 of ASC 815-40-15-7, and liability treatment would be more appropriate.  Please clarify
and/or revise accordingly.
Reference (KK), page 73
5.We note your response to comment 14 and adjustment (KK) recognized as compensation
expense.   Reference is made to disclosures on page 109, (iii), and (iv), where you indicate
that issuance of shares to Janbella related to the BCA Amendment entered into on June
21, 2024, represents elimination of the closing condition to pay off indebtedness to
Janbella.   In addition, the 125,000 shares issuable to Michael Singer relate to waiver of
payments owed for sponsor administrative services of $15,000 per month and
management team fees of $15,000 per month beginning September 1, 2021 through the
consummation of a business combination.   Please further clarify how the facts and
circumstances of your situation fit within the scoping requirements outlined within ASC
718.

August 13, 2024
Page 3
Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2024
Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended
December 31, 2023
Reference (GG), page 73
6.We note your response to comment 14 and adjustment (GG) recognized as interest
expense.   Reference is made to footnote disclosures on page F-74 where you indicate that
you are still evaluating the proper accounting for such shares.   It appears you have
completed such evaluation.   Please provide to us your analysis that supports your
accounting treatment for the AM subscription agreement entered into on April 26, 2024
and accepted by Modus on May 16, 2024.   Your response should highlight the pertinent
facts and circumstances from your AM subscription agreement and outline the specific
GAAP literature that supports your accounting treatment.
Ownership of New IAC after the Business Combination, page 98
7.We note that you have specified ownership of common stock in response to prior
comment 16. Please revise this section to also disclose the ownership of the Class C
Preferred shares so that you address the entire ownership of New IAC after the business
combination.
Beneficial Ownership of Securities, page 179
8.We note that clause (ii) preceding your beneficial ownership table states that it assumes
no exercise of public warrants because they are not exercisable until 30 days after closing
and a current prospectus is not expected to be available within 60 days of the date of the
proxy statement/prospectus. Please clarify whether shares underlying the private
placement warrants are included in the table. In this regard, we note that private
placement warrants are exercisable 30 days after the Closing and may be exercised on a
cashless basis. If the holders of the private warrants will have a right to exercise the
warrants within 60 days of the date of the proxy statement/prospectus, please include the
shares underlying the warrants in the table.
General
9.We note your response to prior comment 1. Please revise your fee table to list the
contingent rights as a separate security.
            Please contact Kellie Kim at 202-551-3129 or Wilson Lee at 202-551-3468 if you have
questions regarding comments on the financial statements and related matters. Please contact
Pearlyne Paulemon at 202-551-8714 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Mitchell Nussbaum

CORRESP
1
filename1.htm

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.

    2

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.

    3

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.

    4

    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

July 25, 2024
Michael Singer
Executive Chairman and Director
Insight Acquisition Corp.
333 East 91st Street
New York, NY 10128
Re:Insight Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed July 3, 2024
File No. 333-276291
Dear Michael Singer:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our February 23, 2024 letter.
Form S-4 Amendment 2 filed July 3, 2024
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 including contingent rights and the earnout shares.
What equity stake will current stockholders of IAC and Alpha Modus stockholders hold in New
IAC after the Closing?, page xii
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 2.

July 25, 2024
Page 2
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.
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.
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.
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.

July 25, 2024
Page 3
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.
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.
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.
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.
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.
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.
Unaudited Pro Forma Condensed Combined Financial Statements
Description of Business Combination, page 57
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.12.

July 25, 2024
Page 4

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.
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.
Conditions to the Closing of the Business Combination, page 85
15.We note that the disclosure contemplates that the parties may waive conditions "where
permissible." Please identify any material conditions to closing that either party may
waive.
Ownership of New IAC after the Business Combination, page 92
16.Please clarify whether your statement that Alpha Modus stockholders and debt holder will
own approximately 54.9% of the outstanding capital stock of New IAC immediately after
the closing contemplates the issuance of the Class C Preferred. In this regard, we note
disclosure in the letter to shareholders and elsewhere that Mr. Alessi will beneficially own
55.8% of the voting stock of New IAC after the closing. Please clarify similar disclosures
in the Equity Capitalization Summaries and where any similar disclosure appears.
Alpha Modus Transaction, page 95
17.Please ensure that you discuss how the nature and amount of consideration to be issued by
IAC in the transaction was determined. We note your disclosure that the AM Term Sheet
contained a valuation of $175 million, but the equity value upon which the consideration
is based is $110 million.
Recommendation of the IAC Board and Reasons for the Business Combination, page 97
18.We note your response to prior comment 6. Please discuss how the IAC Board evaluated
the future potential licensing revenues of Alpha Modus in evaluating the fairness and
reasonableness of the $110 million of consideration, particularly in light of the fact that
Alpha Modus has not yet generated any licensing revenues.
We note your revised disclosure on pages 98, 99 and elsewhere that the IAC Board is not
aware of the assumptions underlying Alpha Modus's damages estimates of $300 million
from initial patent infringement cases and "over $1 billion" in estimated damages over the
life of patents currently owed. We also note that the IAC Board did not perform any
analysis of the estimates other than that it considered them to be "reasonable in light of the 19.

July 25, 2024
Page 5
nature of the technology underlying Alpha Modus' patent portfolio and the use of similar
technology in the retail industry . . . " Please revise your disclosure to address:
•what factors regarding the nature of the technology and use of similar technology led
the IAC Board to conclude that, based in part on the future potential damages
recoverable, the consideration of $110 million of securities is fair and reasonable. In
this regard, please also address the fact that the members of the IAC Board are not
experts in patent litigation or AI patent infringement, as disclosed on page 36.
•the basis of IAC Management's belief that the consideration is fair and reasonable, as
it explained and discussed this with the IAC Board.
•given the estimated amounts of the potential damages and the uncertainties, risk and
difficulty predicting the outcomes of patent litigation, whether and if so what steps
the IAC Board took to make itself aware of the assumptions underlying the estimates
or conduct any of its own analysis of the estimates.
Negotiated transaction, page 100
20.In the last paragraph on page 100, please clarify how the issuance of IAC preferred stock
to Mr. Alessi’s entities in the business combination was intended to address concerns
regarding transaction costs and the likelihood that the combined company would not be
able to raise non-debt, equity-only funding at closing. Please also elaborate on the terms
of the dividend rights, conversion, ranking and other material terms of the Class C
Preferred, and how they were negotiated or determined. Clarify if true, that even if no
trigger event has occurred, the Class C Preferred shares will be entitled to a greater
amount of dividends and will convert into more than 7,500,000 shares if the trading price
is less than $10 per share.
Beneficial Ownership of Securities, page 172
21.We note new disclosure in clause (iv) that the shares of New IAC common stock
underlying New IAC Series C Preferred Stock are not shown in the table since the
preferred is not convertible until 18 months after the closing. We also note that Mr. Alessi
is the beneficial owner of 100% of the 7,500,000 shares of New IAC Series C Preferred
Stock to be issued in the business combination, which does not appear in the table. Note
that Item 403 of Regulation S-K requires tabular disclosure of beneficial owners of more
than five percent of any class of the registrant's voting securities, and as to each class of
equity securities, the securities beneficially owned by directors and executive officers.
Please revise the table to show Mr. Alessi's beneficial ownership of the Series C Preferred
Stock and percentage ownership after the business combination. In this regard, we note
disclosure on page 35 that Mr. Alessi will be deemed to own or control approximately
55.8% of the voting stock of New IAC in the aggregate. If Mr. Alessi shares beneficial
ownership of Series C Preferred Stock with any officer, director or holder of more than
five percent of the Series C Preferred Stock, please identify such person(s) and their
beneficial ownership in the table and provide appropriate disclosure regarding shared
beneficial ownership in a footnote or otherwise to avoid confusion. Please see Item 404 of
Regulation S-K and instructions.
Please clarify where the 125,000 shares issuable to Mr. Singer are included in the table.
We note that footnote (1) only reflects the Class A shares currently held by the Sponsor 22.

July 25, 2024
Page 6
and the Class B shares that will convert to Class A shares upon closing.
Item 21. Exhibits and Financial Statement Schedules, page II-1
23.Please file copies of your license agreements with GZ6G Technologies Corp and Xalles
Holdings Inc. as exhibits to the registration statement, as these appear to be material
contracts.
            Please contact Kellie Kim at 202-551-3129 or Wilson Lee at 202-551-3468 if you have
questions regarding comments on the financial statements and related matters. Please contact
Pearlyne Paulemon at 202-551-8714 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

Insight
Acquisition Corp.

333 East 91st Street

New York, New York 10128

Tel. No. (609) 751-3193

July 8, 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 February 8, 2024

File No. 333-276291

Ladies and Gentlemen:

Attached please find a marked copy of the Insight
Acquisition Corp. (the “Company” or “IAC”) Amendment No. 2 to its Registration Statement on Form
S-4, dated July 3, 2024, that indicates all of the changes effected by the amendment.

Please contact James Prestiano of Loeb & Loeb
LLP, counsel to Insight Acquisition Corp., at (212) 407-4831 or by email at jprestiano@loeb.com, or Lance Brunson of Brunson Chandler&
Jones, PLLC, counsel to Alpha Modus Corp., at (801) 303-5737 or by email at lance@bcjlaw.com if you have any questions or if would like
additional information with respect to any of the foregoing. Thank you for your assistance and review.

Sincerely,

    Insight Acquisition Corp.

    /s/ Michael Singer

    Michael Singer

    Executive Chairman

CORRESP
1
filename1.htm

Insight
Acquisition Corp.

333 East 91st Street

New York, New York 10128

Tel. No. (609) 751-3193

July 3, 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 February 8, 2024

File No. 333-276291

Ladies and Gentlemen:

Insight Acquisition Corp. (the “Company”
or “IAC”) is hereby responding to the letter, dated February 23, 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.

Form S-4 Amendment 1 filed February 8, 2024

May the Sponsor or IAC’s directors, officers,
advisors or their affiliates purchase shares in connection with the Business Combination?, page xiv

    1.
    We note your response to prior comment 4 and partially re-issue. We note your disclosures that, among other things, the purpose of any such purchases of shares could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination. Please 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 to remove the implication that IAC would purchase shares in connection with the business combination.

Response: We acknowledge the Staff’s
comment and have revised the disclosure on pages xv, 105 and 106 of the Amended Registration Statement accordingly.

    1

Impact of the Business Combination on IAC’s Public Float, page 10

    2.
    We note your response to prior comment 11, however, we note that Section 4.3(b)(ii) of Exhibit 3.1 does include anti-dilution terms for holders of the Class B common stock. If this provision will not impact the conversion of the Class B due to the number of shares of Class A expected to be outstanding at the time of the conversion due to redemptions or for other reasons, please explain, and clarify why holders of the remaining Class B shares will not receive any additional shares upon conversion due to the issuance of shares to Polar or Janbella or any other party in connection with additional funding.

Response: We acknowledge the Staff’s
comment and have revised the disclosure on page 11 and elsewhere in the Amended Registration Statement to clarify why the conversion of
the Class B common stock to Class A common stock will not result in anti-dilutive adjustments that would result in more than one share
of Class A common stock being issued upon conversion of each share of Class B common stock.

Interests of IAC’s Sponsor, Directors and Officers
in the Business Combination, page 15

    3.
    We note your response to prior comment 12, however, we are unable to locate disclosure of the aggregate dollar amount of what (i) your Sponsor and its affiliates and (ii) each of your officers and directors have at risk that depends on the completion of a business combination. Also in connection with comment 12, please clarify who currently owns any Class B shares. We note your disclosure that 449,997 out of 900,000 Class B shares are Sponsor-owned.

Response: We acknowledge the Staff’s
comment and have revised the disclosure on pages xvii, 8, 18, 41 and 91 in the Amended Registration Statement to disclose the approximate
aggregate dollar amounts of what the Sponsor and its affiliates and each of our officers and directors have at risk depending on the completion
of the Business Combination, as well as who currently owns shares of Class B common stock.

    4.
    As
requested in prior comment 20, please revise the conflicts of interest discussions here and those beginning on pages 87 and 96 so that
they highlight 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.

Response: We acknowledge the Staff’s
comment and have revised the disclosure on page 90 to page 104 in the Amended Registration Statement.

Recommendation of the IAC Board and Reasons
for the Business Combination, page 94

    5.
    We note your response to prior comment 22 and disclosure that the IAC Board concluded that the consideration of $110 million was fair and reasonable given that Mr. Alessi told IAC Management that Alpha Modus estimates the potential of $300 million of damages from initial patent infringement cases and over $1 billion from infringement cases over the life of its patents. Please revise to disclose Alpha Modus’s basis for these estimates and specifically describe any assumptions underlying this information and limitations on its reliability. In this regard, please discuss the difficulty in predicting the outcome of patent enforcement litigation (disclosed in your risk factor on page 29), the expense of such litigation and the lengthy forecast period related to the $1 billion estimate. Please include similar disclosure where these estimates are given throughout the prospectus.

Response: We acknowledge the Staff’s
comment and have revised the existing disclosure on pages 8, 9, 99, 100, and 101 on the Amended Registration Statement.

    2

    6.
    Please disclose whether the IAC Board believed Alpha Modus’s estimates of future potential damages recoverable in its patent infringement cases were reasonable and if so, why, including whether the IAC Board performed any separate analysis of estimates. Elaborate on the extent to which the IAC Board considered the reliability of these estimates in concluding the consideration for the business combination was fair and reasonable and in recommending the transaction to shareholders, and disclose what consideration the IAC Board gave to the difficulty in predicting the outcome of patent enforcement litigation and the costs associated with such litigation. Finally, please also discuss how the IAC Board evaluated the future potential licensing revenues of Alpha Modus in evaluating the fairness and reasonableness of the $110 million of consideration, particularly in light of the fact that Alpha Modus does not appear to have generated any licensing revenues.

Response: We acknowledge the Staff’s
comment and have revised the existing disclosure on pages 8, 9, 99, 100, 101, 102 and 105 in the Amended Registration Statement.

U.S. Federal Income Tax Considerations, page
101

    7.
    We note your response to prior comment 23. Because shareholders are making a decision whether to redeem or keep their shares in connection with the merger transaction, the federal income tax consequences of either election should be described. If the consequences are that the transaction will be tax-free to non-redeeming shareholders or are otherwise material, please also provide an opinion of counsel to this effect.

Response: We acknowledge the
Staff’s comment and respond by noting that non-redeeming shareholders of IAC are not exchanging their shares in the proposed
Business Combination, and, as such, are not engaging in any transaction that could result in a taxable event. The proposed Business
Combination is being effectuated via a reverse triangular merger whereby IAC has formed a Florida subsidiary that will merge with
and into Alpha Modus, with Alpha Modus surviving. In the merger transaction shareholders of Alpha Modus will exchange their shares
of Alpha Modus for shares of IAC common stock. The non-redeeming shareholders of IAC will continue to hold their shares of IAC
common stock without any direct economic impact or any other transactional implications as a result of the Business Combination as
the non-redeeming shareholders are simply unaffected by it. Accordingly, the proposed Business Combination does not create any
event, taxable or non-taxable, and thus, does not result in any U.S. federal income tax consequences, for the non-redeeming
shareholders of IAC. As such, we submit IAC should not be required to provide an opinion of counsel with respect to the U.S. federal
income tax consequences of the transaction to non-redeeming shareholders of IAC.

Alpha Modus

Management’s Discussion And Analysis Of Financial
Condition And Results Of Operations Plan Of Operation, page 143

    8.
    We note you entered into a license agreement with GZ6G Technologies Corporation, which gives GZ6G the right to use Alpha Modus’ patented intellectual property. Please expand your disclosures here and elsewhere as appropriate to discuss the role such arrangement will have on your plan of operations going forward and highlight the material significant terms of the agreement including any monetary arrangements among all parties involved.

Response: We acknowledge the Staff’s
comment and have revised the disclosure on pages 1, 73, 150, and 152 in the Amended Registration Statement.

    3

Beneficial Ownership of Securities, page 162

    9.
    We note your response to prior comment 26, please revise the table, by footnote or otherwise, to 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. If you believe the beneficial ownership of these remaining shares is not required to be disclosed, please tell us why in your response letter.

Response: We acknowledge the Staff’s
comment and have revised the explanatory paragraphs prefatory to the beneficial ownership table on page 174 to include disclosure regarding
the assumptions underlying the conversion of the Class B common stock into Class A common stock. Additionally, note 1 to the table discloses
that the Sponsor is the beneficial owner of 449,997 shares of Class B common stock as of the Ownership Date. There is no other beneficial
owner of more than 5% of either the Class A common stock or Class B common stock as of the Ownership Date.

General

    10.
    In addition to the clean copy of your next amendment, please file a copy that is marked to indicate the changes effected by the amendment.

Response: We acknowledge the Staff’s
comment and have filed a copy of the Amended Registration Statement that is marked to indicate the changes effected by the amendment.

Please contact James Prestiano of Loeb & Loeb
LLP, counsel to Insight Acquisition Corp., at (212) 407-4831 or by email at jprestiano@loeb.com, or Lance Brunson of Brunson Chandler
& Jones, PLLC, counsel to Alpha Modus Corp., at (801) 303-5737 or by email at lance@bcjlaw.com if you have any questions or if would
like additional information with respect to any of the foregoing. Thank you for your assistance and review.

Sincerely,

    Insight Acquisition Corp.

    /s/ Michael Singer

    Michael Singer

    Executive Chairman

4

United States securities and exchange commission logo
February 23, 2024
Michael Singer
Executive Chairman and Director
Insight Acquisition Corp.
333 East 91st Street
New York, NY 10128
Re:Insight Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed February 8, 2024
File No. 333-276291
Dear Michael Singer:
            We have reviewed your amended registration statement and have the following
comment(s).
            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. Unless we note otherwise,
any references to prior comments are to comments in our January 25, 2024 letter.
Form S-4 Amendemnt 1 filed February 8, 2024
May the Sponsor or IAC's directors, officers, advisors or their affiliates purchase shares in
connection with the Business Combination?, page xiv
1.We note your response to prior comment 4 and partially re-issue. We note your
disclosures that, among other things, the purpose of any such purchases of shares could be
to vote such shares in favor of the Business Combination and thereby increase the
likelihood of obtaining stockholder approval of the Business Combination. Please
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 to remove the implication that IAC would purchase shares in connection with the
business combination.

 FirstName LastNameMichael  Singer
 Comapany NameInsight Acquisition Corp.
 February 23, 2024 Page 2
 FirstName LastName
Michael  Singer
Insight Acquisition Corp.
February 23, 2024
Page 2
Impact of the Business Combination on IAC's Public Float, page 10
2.We note your response to prior comment 11, however, we note that Section 4.3(b)(ii) of
Exhibit 3.1 does include anti-dilution terms for holders of the Class B common stock. If
this provision will not impact the conversion of the Class B due to the number of shares of
Class A expected to be outstanding at the time of the conversion due to redemptions or for
other reasons, please explain, and clarify why holders of the remaining Class B shares will
not receive any additional shares upon conversion due to the issuance of shares to Polar or
Janbella or any other party in connection with additional funding.
Interests of IAC's Sponsor, Directors and Officers in the Business Combination, page 15
3.We note your response to prior comment 12, however, we are unable to locate disclosure
of the aggregate dollar amount of what (i) your Sponsor and its affiliates and (ii) each of
your officers and directors have at risk that depends on the completion of a business
combination. Also in connection with comment 12, please clarify who currently owns any
Class B shares. We note your disclosure that 449,997 out of 900,000 Class B shares are
Sponsor-owned.
4.As requested in prior comment 20, please revise the conflicts of interest discussions here
and those beginning on pages 87 and 96 so that they highlight 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.
Recommendation of the IAC Board and Reasons for the Business Combination, page 94
5.We note your response to prior comment 22 and disclosure that the IAC Board concluded
that the consideration of $110 million was fair and reasonable given that Mr. Alessi told
IAC Management that Alpha Modus estimates the potential of $300 million of damages
from initial patent infringement cases and over $1 billion from infringement cases over the
life of its patents. Please revise to disclose Alpha Modus’s basis for these estimates and
specifically describe any assumptions underlying this information and limitations on its
reliability. In this regard, please discuss the difficulty in predicting the outcome of patent
enforcement litigation (disclosed in your risk factor on page 29), the expense of such
litigation and the lengthy forecast period related to the $1 billion estimate. Please include
similar disclosure where these estimates are given throughout the prospectus.
6.Please disclose whether the IAC Board believed Alpha Modus’s estimates of future
potential damages recoverable in its patent infringement cases were reasonable and if so,
why, including whether the IAC Board performed any separate analysis of estimates.

 FirstName LastNameMichael  Singer
 Comapany NameInsight Acquisition Corp.
 February 23, 2024 Page 3
 FirstName LastName
Michael  Singer
Insight Acquisition Corp.
February 23, 2024
Page 3
Elaborate on the extent to which the IAC Board considered the reliability of these
estimates in concluding the consideration for the business combination was fair and
reasonable and in recommending the transaction to shareholders, and disclose what
consideration the IAC Board gave to the difficulty in predicting the outcome of patent
enforcement litigation and the costs associated with such litigation. Finally, please also
discuss how the IAC Board evaluated the future potential licensing revenues of Alpha
Modus in evaluating the fairness and reasonableness of the $110 million of consideration,
particularly in light of the fact that Alpha Modus does not appear to have generated any
licensing revenues.
U.S. Federal Income Tax Considerations, page 101
7.We note your response to prior comment 23. Because shareholders are making a decision
whether to redeem or keep their shares in connection with the merger transaction, the
federal income tax consequences of either election should be described. If the
consequences are that the transaction will be tax-free to non-redeeming shareholders or
are otherwise material, please also provide an opinion of counsel to this effect.
Alpha Modus
Management's Discussion And Analysis Of Financial Condition And Results Of Operations
Plan Of Operation, page 143
8.We note you entered into a license agreement with GZ6G Technologies Corporation,
which gives GZ6G the right to use Alpha Modus' patented intellectual property.   Please
expand your disclosures here and elsewhere as appropriate to discuss the role such
arrangement will have on your plan of operations going forward and highlight the material
significant terms of the agreement including any monetary arrangements among all parties
involved.
Beneficial Ownership of Securities, page 162
9.We note your response to prior comment 26, please revise the table, by footnote or
otherwise, to 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. If you believe the beneficial ownership of these remaining
shares is not required to be disclosed, please tell us why in your response letter.
General
10.In addition to the clean copy of your next amendment, please file a copy that is marked to
indicate the changes effected by the amendment.

 FirstName LastNameMichael  Singer
 Comapany NameInsight Acquisition Corp.
 February 23, 2024 Page 4
 FirstName LastName
Michael  Singer
Insight Acquisition Corp.
February 23, 2024
Page 4
            Please contact Paul Cline at 202-551-3851 or Wilson Lee at 202-551-3468 if you have
questions regarding comments on the financial statements and related matters. Please contact
Pearlyne Paulemon at 202-551-8714 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Mitchell Nussbaum

CORRESP
1
filename1.htm

Insight
Acquisition Corp.

333 East 91st Street

New York, New York 10128

Tel. No. (609) 751-3193

February 8, 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 December 28, 2023

File No. 333-276291

Ladies and Gentlemen:

Insight Acquisition Corp. (the “Company”
or “IAC”) is hereby responding to the letter, dated January 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.

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.

Response: We acknowledge the Staff’s comment and have revised the cover
page of the Amended Registration Statement to disclose that the Company will be “controlled company” as defined by Nasdaq’s
corporate governance rules, but that we do not intend to rely on exemptions to such rules available to controlled companies. We have added
similar disclosures to the prospectus summary, page 11, and have added a new risk factor disclosure to page 34 of the Amended Registration
Statement discussing 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.

Response: We acknowledge the Staff’s
comment and have revised the disclosure on the cover page and page 53 of the Amended Registration Statement to quantify the number of
shares that will have registration rights following the consummation of the business combination.

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.

Response: We acknowledge the Staff’s
comment and have revised the disclosure on page xi of the Amended Registration Statement. While we and the Sponsor have not obtained any
additional funding, Alpha Modus is currently exploring financing options that could result in the contribution of the Sponsor Financing
Shares. However, the terms of any such financing are not yet known. We will amend the registration statement to disclose any subsequent
agreement entered into by us, the Sponsor, and/or Alpha Modus in connection with the Sponsor Financing Shares.

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.

Response: We acknowledge the Staff’s
comment and have revised the disclosure on pages xiv and 100 accordingly and added a risk factor on page 38 of the Amended Registration
Statement.

    2

Response: We acknowledge the Staff’s
comment and have revised the disclosure on pages 1, 6, 26, 70, and 97 of the Amended Registration Statement..

 6. Please provide summary disclosure regarding the interests
of officers and directors of Alpha Modus in the business combination.

Response: We acknowledge the Staff’s
comment and have revised the existing disclosure on page 5 of the Amended Registration Statement under the caption “Interests of
Alpha Modus’ and IAC’s Directors and Officers in the Business Combination” to include additional detail 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.

Response: We acknowledge the Staff’s
comment and have revised the disclosure on page 14 of the Amended Registration Statement.

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 present the factors
that weighed in favor of the Business Combination Agreement, here and on page 89.

Response: We acknowledge the Staff’s
comment and have revised the disclosure on pages 6-7 and pages 95-96 of the Amended Registration Statement so that the presentation of
factors in favor of the Business Combination has the same prominence as the presentation of uncertainties, risks and other negative factors
considered by the IAC Board.

    3

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.

Response: We acknowledge the Staff’s
comment and have included the additional disclosure on page 11 of the Amended Registration Statement to indicate that the table does not
include the Alpha Modus Earnout Shares.

 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.

Response: We acknowledge the Staff’s
comment and revised the disclosures pages 10-11 of the Amended Registration Statement to include a separate line in the tables to show
the interests of the Sponsor. We also added additional disclosures in footnotes to clarify who are the other Initial Stockholders, whether
they are affiliates of the Sponsor, and 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.

Response:
We acknowledge the Staff’s comment and have revised the disclosure on page 11 of the Amended Registration Statement. IAC’s
Class B common stock does not have anti-dilution protection. See IAC Amended and Restated Certificate of Incorporation, which is attached
as Exhibit 3.1 to the Amended Registration Statement.

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, 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.

Response: We acknowledge the Staff’s
comment and have revised the disclosure on pages xvi, 16-17, 39, 74, 88 and 96 of the Amended Registration Statement.

    4

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.

Response:
We acknowledge the Staff’s comment and confirm that the Sponsor is not a non-U.S. person or controlled by, or has substantial
ties with any non-U.S. person. Please be further advised that no one nor any entity associated with or otherwise involved in the Business
Combination transaction is a non-U.S. person or controlled by, or has substantial ties with a non-U.S. person.

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.

Response: We acknowledge the Staff’s
comment and have revised the disclosure on pages 39 and 40 of the Amended Registration Statement.

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.

Response: We acknowledge the Staff’s comment and have revised the disclosure
on the cover page and page 53 of the Amended Registration Statement 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 “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.

Response: We acknowledge the Staff’s
comment and have revised the disclosure on page 57 of the Amended Registra

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.

 FirstName LastNameMichael  Singer
 Comapany NameInsight Acquisition Corp.
 January 25, 2024 Page 2
 FirstName LastNameMichael  Singer
Insight Acquisition Corp.
January 25, 2024
Page 2
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

 FirstName LastNameMichael  Singer
 Comapany NameInsight Acquisition Corp.
 January 25, 2024 Page 3
 FirstName LastNameMichael  Singer
Insight Acquisition Corp.
January 25, 2024
Page 3
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,

 FirstName LastNameMichael  Singer
 Comapany NameInsight Acquisition Corp.
 January 25, 2024 Page 4
 FirstName LastNameMichael  Singer
Insight Acquisition Corp.
January 25, 2024
Page 4
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

 FirstName LastNameMichael  Singer
 Comapany NameInsight Acquisition Corp.
 January 25, 2024 Page 5
 FirstName LastNameMichael  Singer
Insight Acquisition Corp.
January 25, 2024
Page 5
"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

 FirstName LastNameMichael  Singer
 Comapany NameInsight Acquisition Corp.
 January 25, 2024 Page 6
 FirstName LastName
Michael  Singer
Insight Acquisition Corp.
January 25, 2024
Page 6
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

United States securities and exchange commission logo
February 13, 2023
Jeffrey Gary
Chief Executive Officer
Insight Acquisition Corp.
333 East 91st Street
New York , NY 10128
Re:Insight Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed February 6, 2023
File No. 001-40775
Dear Jeffrey Gary:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Carl P. Marcellino

CORRESP
1
filename1.htm

CORRESP

 ROPES & GRAY LLP

 1211 AVENUE OF THE
AMERICAS

 NEW YORK, NY 10036

 WWW.ROPESGRAY.COM

 February 10, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real
Estate & Construction

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

Victor Rivera Melendez and Brigitte Lippmann, Staff Attorneys

Re: Insight Acquisition Corp.

Preliminary Proxy Statement on Schedule 14A

Filed February 6, 2023

File No. 001-40775

 Ladies and Gentlemen:

This letter responds to a comment letter addressed to Insight Acquisition Corp. (the “Company”), dated February 9, 2023, from
the staff of the Commission (the “Staff”) in connection with the above referenced Preliminary Proxy Statement submitted to the Securities and Exchange Commission (the “Commission”) on February 6, 2022 (the “Preliminary
Proxy Statement”).

 For reference purposes, the comment contained in the Staff’s letter dated February 9, 2023 is
reproduced below in italics and the corresponding responses is shown below the comment.

 General

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. 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. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. 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.

 Response to Comment 1

The Company acknowledges the Staff’s comment and respectfully advises the Staff that its sponsor, Insight Acquisition Sponsor LLC, is a
Delaware limited liability company, and is not controlled by, and does not have any substantial ties with, any non-U.S. person or entity.

*        *        *

 We hope that the foregoing has been responsive to the Staff’s comments. If you have any
questions about this letter or require any further information, please call the undersigned at (212) 596-9575.

Very truly yours,

/s/ Christopher Capuzzi

Christopher Capuzzi

cc:
 Michael Singer (Insight Acquisition Corp.)

Jeff Gary (Insight Acquisition Corp.)

Faiza Rahman (Ropes & Gray LLP)

Carl Marcellino (Ropes & Gray LLP)

United States securities and exchange commission logo
February 9, 2023
Jeffrey Gary
Chief Executive Officer
Insight Acquisition Corp.
333 East 91st Street
New York , NY 10128
Re:Insight Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed February 6, 2023
File No. 001-40775
Dear Jeffrey Gary:
            We have reviewed your filing and have the following comment. In our comment, we may
ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.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. 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. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. 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

 FirstName LastNameJeffrey Gary
 Comapany NameInsight Acquisition Corp.
 February 9, 2023 Page 2
 FirstName LastName
Jeffrey Gary
Insight Acquisition Corp.
February 9, 2023
Page 2

opportunity in a target company, any price appreciation in the combined company, and the
warrants, which would expire worthless.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Victor Rivera Melendez at 202-551-4182 or Brigitte Lippmann at 202-
202-551-3713 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Carl P. Marcellino

CORRESP
1
filename1.htm

CORRESP

 INSIGHT ACQUISITION CORP.

333 East 91st Street

 New York, New
York 10128

 August 30, 2021

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attention: Scott Anderegg

Re:
 Insight Acquisition Corp.

Registration Statement on Form S-1

Filed August 11, 2021

 File No. 333-258727

 Acceleration Request:

Requested Date: September 1, 2021

Requested Time: 4:00 p.m. Eastern Time

Dear Mr. Anderegg:

 Pursuant to Rule 461 of
Regulation C promulgated under the Securities Act of 1933, as amended, Insight Acquisition Corp. (the “Company”) hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-258727) (the “Registration Statement”) so that it may become effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter
as practicable.

 Please call Daniel Forman of Proskauer Rose LLP at (212) 969-3096 to provide
notice of the effectiveness of the Registration Statement.

 [Signature page follows]

 INSIGHT ACQUISITION CORP.

By:

/s/ Jeff Gary

Name:

Jeff Gary

Title:

Chief Executive Officer

 [Signature Page – Company Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 August 30, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Scott Anderegg

Re:
 Insight Acquisition Corp.

Registration Statement on Form S-1

Filed August 11, 2021

 File No. 333-258727

 Dear Mr. Anderegg:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of
Insight Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern Daylight Time on September 1, 2021, or as soon thereafter as
practicable.

 Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned wishes to advise you that there
will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate
distribution of the preliminary prospectus.

 The undersigned advises that it has complied and will continue to comply with the
requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 * * *

[Signature Page Follows]

Very truly yours,

CANTOR FITZGERALD & CO.

By:

/s/ DAVID BATALION

Name: David Batalion

Title: Managing Director, Investment Banking

 [Signature Page to UW Acceleration Request]

United States securities and exchange commission logo
August 26, 2021
Michael Singer
Principal Executive Officer
Insight Acquisition Corp. /DE
333 East 91st Street
New York, New York 10128
Re:Insight Acquisition Corp. /DE
Registration Statement on Form S-1
Filed August 11, 2021
File No. 333-258727
Dear Mr. Singer:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Form S-1 filed August 11, 2021
Risk Factors
Provisions in our amended and restated certificate of incorporation..., page 70
1.Your disclosure states that your amended and restated charter will provide that "the
federal courts" will be the exclusive jurisdiction for claims under the Securities Act,
however your amended and restated charter (Exhibit 3.3) provides that "the Court of
Chancery and the federal court for the District of Delaware" will have concurrent
jurisdiction for claims under the Securities Act.  Please revise your disclosure and
amended and restated charter for consistency and accuracy.
Exhibit 23.1: Consent of Independent Registered Public Accounting Firm, page II-6
2.Please have your auditors revise their consent letter to refer to the correct date on their

 FirstName LastNameMichael Singer
 Comapany NameInsight Acquisition Corp. /DE
 August 26, 2021 Page 2
 FirstName LastName
Michael Singer
Insight Acquisition Corp. /DE
August 26, 2021
Page 2
audit report of August 11th.
Exhibit 5.1
3.Please delete as inapprorpiate the assumptions contained in (a)-(d) on pages 2 and 3.
Refer to Section II.B.3.a of Staff Legal Bulletin No. 19 for more information.  In addition,
please revise to clarify that opinion #2 includes the Common Stock issuable upon exercise
of the Warrants (in addition to the common stock issued as part of the Units).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Scott Stringer at 202-551-3272 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Scot Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

CORRESP

Proskauer Rose LLP    Eleven Times Square    New York, NY 10036-8299

 August 26, 2021

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Trade & Services

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attention: Scot Anderegg and Lilyanna Peyser

Re:
 Insight Acquisition Corp. / DE

 Registration Statement on Form S-1

 Filed August 11, 2021

 File No. 333-258727

Dear Mr. Andereg and Ms. Peyser:

 On
behalf of Insight Acquisition Corp (the “Company”), we submit this letter in response to a comment letter from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
dated August 26, 2021 relating to the above-referenced Registration Statement.

 The Company has filed an amendment to the
Registration Statement on Form S-1 (as amended, the “Registration Statement”) with revisions to its disclosures to address the Staff’s comments via EDGAR.

In this letter, we have recited the comments from the Staff in italicized type and have followed each comment with the Company’s
response. Capitalized terms used but not defined in this letter shall have the meanings ascribed to such terms in the Registration Statement. Except as otherwise specifically indicated, page references in the Company’s responses to the
Staff’s comment letter correspond to the pagination of the Registration Statement.

 Form S-1 filed
August 11, 2021

 Risk Factors

Provisions in our amended and restated certificate of incorporation..., page 70

1.
 Your disclosure states that your amended and restated charter will provide that “the federal
courts” will be the exclusive jurisdiction for claims under the Securities Act, however your amended and restated charter (Exhibit 3.3) provides that “the Court of Chancery and the federal court for the District of Delaware” will have
concurrent jurisdiction for claims under the Securities Act. Please revise your disclosure and amended and restated charter for consistency and accuracy.

Beijing | Boca Raton | Boston | Chicago | Hong
Kong | London | Los Angeles | New Orleans | New York | Paris | São Paulo | Washington, DC

 The form of amended and restated certification of incorporation included as Exhibit 3.3 to the Registration
Statement has been revised. The text of the amended and restated certificate of incorporation and the disclosure on page 70 of the Registration Statement are now consistent and accurate.

Exhibit 23.1: Consent of Independent Registered Public Accounting Firm, page II-6

2.
 Please have your auditors revise their consent letter to refer to the correct date on their audit report of
August 11th.

 The audit report included in the Registration Statement included a typographical error and should have shown a
date of August 10, 2021 and not August 11, 2021. The typographical error has been fixed so that the date of the audit report is now presented correctly on page F-2 of the Registration Statement. An
additional corresponding typographical correction was made on page F-17 of the Registration Statement.

Exhibit 5.1

3.
 Please delete as inappropriate the assumptions contained in (a)-(d) on pages 2 and 3 Refer to Section
II.B.3.a of Staff Legal Bulletin No. 19 for more information. In addition, please revise to clarify that opinion #2 includes the Common Stock issuable upon exercise of the Warrants (in addition to the common stock issued as part of the
Units).

 Exhibit 5.1 to the Registration Statement has been revised to address the Staff’s comment, including the
deletion of the aforementioned assumptions and an addition to clearly address the Common Stock issuable upon exercise of the Warrants.

* * * *

 We trust that the foregoing has been
responsive to the Staff’s comment and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact me at (212) 969-3096 with any questions or comments
regarding this filing or if you wish to discuss the above.

 Sincerely,

/s/ Daniel Forman

Daniel Forman

cc:
 Jeff Gary, Chief Executive Officer, Insight Acquisition Corp

 Michael Singer, Executive Chairman, Insight Acquisition Corp

 Steven Burwell, Proskauer Rose LLP

 Stuart Neuhauser, Ellenoff Grossman & Schole LLP

CORRESP
1
filename1.htm

CORRESP

 INSIGHT ACQUISITION CORP.

333 East 91st Street

 New York, New
York 10128

 August 24, 2021

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attention: Scott Anderegg

Re:
 Insight Acquisition Corp.

Registration Statement on Form S-1

Filed August 11, 2021

 File No. 333-258727

 Dear Mr. Anderegg:

Reference is made to our letter, filed as correspondence via EDGAR on August 24, 2021, in which we requested the acceleration of the
effective date of the above-referenced Registration Statement for Thursday, August 26, 2021 at 4:00 pm Eastern Time, or as soon thereafter as practicable, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no
longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

Should you have any questions, please contact Daniel Forman of Proskauer Rose LLP at 212.969.3096.

[SIGNATURE PAGE FOLLOWS]

Sincerely,

 /s/ Jeff Gary

Jeff Gary

Chief Executive Officer

cc:
 Daniel Forman, Proskauer Rose LLP

Steve Burwell, Proskauer Rose LLP

Michael Singer, Insight Acquisition Corp.

CORRESP
1
filename1.htm

CORRESP

 INSIGHT ACQUISITION CORP.

333 East 91st Street

 New York, New
York 10128

 August 24, 2021

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attention: Scott Anderegg

Re:
 Insight Acquisition Corp.

Registration Statement on Form S-1

Filed August 11, 2021

 File No. 333-258727

 Acceleration Request:

Requested Date: August 26, 2021

Requested Time: 4:00 p.m. Eastern Time

Dear Mr. Anderegg:

 Pursuant to Rule 461 of
Regulation C promulgated under the Securities Act of 1933, as amended, Insight Acquisition Corp. (the “Company”) hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-258727) (the “Registration Statement”) so that it may become effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter
as practicable.

 Please call Daniel Forman of Proskauer Rose LLP at (212) 969-3096 to provide
notice of the effectiveness of the Registration Statement.

 [Signature page follows]

 INSIGHT ACQUISITION CORP.

 By:

 /s/ Jeff Gary

 Name:

 Jeff Gary

 Title:

 Chief Executive Officer

 [Signature Page – Company Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 August 24, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Scott Anderegg

Re:
 Insight Acquisition Corp.

 Registration Statement on Form S-1

 Filed August 11, 2021

 File No. 333-258727

Dear Mr. Anderegg:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Insight Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit
it to become effective at 4:00 p.m. Eastern Daylight Time on August 26, 2021, or as soon thereafter as practicable.

 Pursuant to Rule
460 of the General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many
copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and will continue to comply with the requirements of Rule
15c2-8 under the Securities Exchange Act of 1934, as amended.

 * * *

[Signature Page Follows]

Very truly yours,

CANTOR FITZGERALD & CO.

By:

/s/ David Batalion

Name: David Batalion

Title:   Managing Director, Investment Banking

 [Signature Page to UW
Acceleration Request]