INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had 0 cash equivalents as of ~~September~~June 30, 2022 and December 31, 2021.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of ~~September~~June 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Use of Estimates

The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those ~~estimates~~

.estimates.

Investments Held in the Trust Account

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185

days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities isare included in income from investments held in Trust Account in the accompanying ~~unaudited~~ condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” ~~equal~~equals or ~~approximate~~approximates the carrying amounts represented in the condensed balance ~~sheet.~~sheets, except for the warrant liabilities (see Note 9).

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Table of Contents

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

~~Table of Contents~~

~~INSIGHT ACQUISITION CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed

at the end of each reporting period.

The warrants issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Black-Scholes model at each measurement date. The fair value of Public Warrants ~~have~~has subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

The Company granted the underwriters a

45-day

option to purchase up to 3,600,000 additional Units solely to cover over-allotments, if any. The Company estimated the fair value of the over-allotment option using a Black-Scholes model. On October 16, 2021, the over-allotment option expired unexercised.

Offering Costs Associated with the Initial Public ~~Offerin~~

gOffering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as

non-operating

expenses in the condensed statements of operations. Offering costs associated with issuance of the Class A

common stock

were charged against the carrying value of the Class A

common stock

subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were ~~deemed de minimis~~offset by a full valuation allowance as of ~~September~~June 30, 2022 and December 31, 2021.

Table of Contents

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There ~~were0~~were 0 unrecognized tax benefits as of ~~September~~June 30, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax ~~expense.NaNamounts~~expense. NaN amounts were accrued for the payment of interest and penalties as of ~~September~~June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since

inception.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and ~~are~~is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) ~~are~~is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock ~~feature~~features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly

, 24,000,000

shares of Class A common stock subject to possible redemption isare presented at redemption value as temporary equity, outside of the stockholders’ ~~equity~~deficit section of the Company’s condensed balance ~~sheet.~~sheets.

Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional

paid-in

capital (to the extent available) and accumulated deficit.

Net Income (Loss) Per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. The presentation assumes a business combination as the most likely outcome. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.

The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 20,700,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and six months ended ~~September~~June 30, ~~2021 and for the period from April 20, 2021 (inception) through September 30, 2021.~~2022. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

~~The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock:~~

For the Period from April 20,


For the Three Months Ended

2021 (inception) through


September 30, 2021

September 30, 2021


Class A

Class B

Class A

Class B

Basic and diluted net income per common share:

Numerator:

Allocation of net loss
   $ (996,369 ) $ (954,854 ) $ (780,169 ) $ (1,210,887 )
Denominator:

Basic and diluted weighted average common shares outstanding
   6,260,870 6,000,000 3,865,772 6,000,000


Basic and diluted net loss per common share
   $ (0.16 ) $ (0.16 ) $ (0.20 ) $ (0.20 )

Table of Contents

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:


	For the Three Months Ended June 30, 2022				For the Six Months Ended June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per common share:
Numerator:
Allocation of net income	$	2,267,421	$	566,855	$	4,971,018	$	1,242,755
Denominator:
Basic and diluted weighted average common shares outstanding		24,000,000		6,000,000		24,000,000		6,000,000

Basic and diluted net income per common share	$	0.09	$	0.09	$	0.21	$	0.21


	For the period from April 20, 2021 (inception) through June 30, 2021
	Class A		Class B
Basic and diluted net loss per common share:
Numerator:
Allocation of net loss	$	—	$	(39,833	)

Denominator:
Basic and diluted weighted average common shares outstanding		—		6,000,000

Basic and diluted net loss per common share	$	—	$	(0.01	)

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company is currently assessing the impact of electing this standard on its financial statements and related disclosures and does not expect the impact to be material.

Management does not believe that any

~~other~~

recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.

Note 3 - Initial Public Offering

On September 7, 2021, the Company consummated its Initial Public Offering of 24,000,000 Units, generating gross proceeds of $240.0 million, and incurring offering costs of approximately $17.5 million, of which approximately $12.0 million and approximately $668,000 was for deferred underwriting commissions and offering costs allocated to ~~derivate~~

derivative

warrant liabilities, respectively. Each Unit consists of one share of Class A common stock, and

~~and~~ one-half

~~one~~ 1 redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to ~~purchase1~~purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

Of the 24,000,000 Units sold in the Initial Public Offering,

23,760,000 Units were purchased by certain qualified institutional buyers or institutional accredited investors which are not affiliated with any member of the Company management (the “Anchor Investors”). In connection with the sale of Units to the Anchor Investors, the Sponsor transferred an aggregate of 1,350,000 of the Company’s Class B common stock held by the Sponsor (the “Founder Shares”) to the Anchor Investors at a price of approximately $0.004 per Founder Share. The Company determined that the excess of the fair value of the Founder Shares acquired by the Anchor Investors over the price paid by such Anchor Investors should be recognized as an offering cost in accordance with SEC Staff Accounting Bulletin Topic 5A. The Company estimated the fair value of the Founder Shares sold to the Anchor Investors to be $2.37 per share or an aggregate of approximately $3.2 million, based on third-party transactions in the Sponsor’s equity interests. Accordingly, the offering cost is allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Public Warrants are expensed as incurred. Offering costs allocated to the Public Shares are charged against the carrying value of Class A common stock upon the completion of the Initial Public Offering.

The Company granted the

underwriters a

45-day

option from

the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,600,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On October 16, 2021, the over-allotment option expired unexercised.

Note 4 - Related Party Transactions

Founder Shares

On May 5, 2021, the Sponsor paid for certain offering costs totaling $25,000 on behalf of the Company in exchange for issuance of 6,181,250

shares of the Company’s ~~Class B common stock,~~Founder Shares, par value ~~$0.0001~~$

0.0001

per ~~share, (the “Founder Shares”).~~share. On July 29, 2021, the Company effected a

1:1.1162791 stock split of Class B common stock, resulting in an aggregate of 6,900,000 shares of Class B common stock outstanding. In connection with the sale of Units to the Anchor Investors, the Sponsor transferred 1,350,000 Founder Shares to the Anchor Investors, as described in Note 3, above. The Sponsor agreed to forfeit up to 900,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On October 16, 2021, the over-allotment option expired unexercised. As such, 900,000 shares of Class B common stock were forfeited.

Table of Contents

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days

within any

30-trading

day period

commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup.

~~Table of Contents~~

~~INSIGHT ACQUISITION CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

Private Placement ~~Shares~~Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the

Private Placement of

7,500,000

and

1,200,000

Private Placement Warrants to the Sponsor and Cantor and Odeon, respectively, for an aggregate of

8,700,000

Private Placement Warrants, at a price of $

~~1.00~~

$1.00 per Private Placement Warrant, generating proceeds of $

~~8.7~~

$8.7 million.

Each Private Placement Warrant is exercisable for one whole share of Class A common stock

at a price of $

~~11.50~~

$11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor and the underwriters was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. Except as set forth below, the Private Placement Warrants

will be

non-redeemable

for cash

and exercisable on a cashless basis so long as they are held by the Sponsor,

the underwriters or their permitted transferees.

The Sponsor, the underwriters and the Company’s officers and directors agreed,

, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days

after

the completion of the initial Business Combination.

Related Party Loans

On April 30, 2021, the Sponsor agreed to

loan the Company an

~~ggregate~~ aggregate of up to

~~300,000~~

$300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This

loan was

non-interest

bearing and

payable upon the completion of the Initial Public Offering. The Company borrowed approximately $

~~163,000~~

$163,000 under the Note. On September 7, 2021, the Company repaid $

~~157,000~~

$157,000 of Note balance and repaid the remaining balance of approximately $

~~6,000~~

$6,000 in full on September 13, 2021. Subsequent to the repayment, the facility was no longer available to the Company.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of ~~September~~June 30, 2022 and December 31, 2021, the Company had 0no borrowings under the Working Capital Loans.

Table of Contents

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Services Agreement

On September 1, 2021, the Company entered into an agreement with the Sponsor, pursuant to which the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to or incurred by members of ~~our~~the Company’s management team until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation. For the three and six months ended ~~September~~June 30, ~~2021~~ 2022, the Company incurred approximately

30,000

and ~~for~~$

60,000

, respe

ctively, under the services agreement in the condensed statement

of operations. For the period from April ~~20,~~21, 2021 (inception) through ~~September 30,2021,~~June 30, 2021, the Company ~~recognized $10,000~~did not incur any costs under the services agreement. As of June 30, 2022 and December 31, 2021, $

10,000

, respectively, was included in Due to Related Party on the condensed ~~statement of operations related to the service agreement.~~balance sheets.

The board of directors has also approved payments of up to $15,000 per month, through the earlier of the consummation of the Company’s initial business combination or its liquidation, to members of the Company’s management team for services rendered to the Company. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed

for any

out-of-pocket

expenses incurred

in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates. For the three and six months ended June 30, 2022, the Company incurred approximately $45,000 and $90,000, respectively, under the services agreement in the condensed statement

of operations. As of June 30, 2022 and December 31,

~~Table of Contents~~

~~INSIGHT ACQUISITION CORP.~~2021, was 0 amount included in Due to Related Party on the condensed balance sheets.

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

Note 5 - Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), were entitled to registration rights pursuant to a registration and stockholder rights agreement signed prior to the consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.8 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.50 per unit, or $12.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. If the underwriters’ over-allotment option was fully exercised, $0.70 per over-allotment unit, or up to an additional approximately $2.5 million, or approximately $14.5 million in the aggregate, would have been deposited in the Trust Account as deferred underwriting commissions. On October 16, 2021, the over-allotment option expired unexercised. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting ~~agreemen~~

t.agreement. On October 16, 2021, the over-allotment option expired unexercised.

Note 6 - Class A Shares of Common Stock Subject to Possible Redemption

The Company’s Class A common stock feature

certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of ~~September~~June 30, 2022 and December 31, 2021, there were 24,000,000 shares of Class A common stock outstanding, all of which were subject to possible redemption.

Table of Contents

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The shares of Class A common stock issued in the Initial Public Offering were recognized in Class A common stock subject to possible redemption as follows:


Gross proceeds from Initial Public Offering	$	240,000,000		$	240,000,000
Less:
Fair value of Public Warrants at issuance		(7,582,627	)		(7,582,627	)
Offering costs allocated to Class A common stock subject to possible redemption		(20,040,311	)		(20,050,096	)
Plus:
Accrection on Class A common stock subject to possible redemption amount		28,822,938
Accretion on Class A common stock subject to possible redemption amount					28,832,723

Class A common stock subject to possible redemption	$	241,200,000		$	241,200,000

Note 7 –- Stockholders’

~~Defici~~

t Deficit

Preferred Stock -

— The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of ~~September~~June 30, 2022 and December 31, 2021, there were 0 preferred shares issued or outstanding.

~~Table of Contents~~

~~INSIGHT ACQUISITION CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

Class

A Common Stock -

— The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of ~~September~~June 30, 2022 and December 31, 2021, there was 24,000,000 Class A common stock issued and outstanding. All shares of Class A common stock subject to possible redemption have been classified as temporary equity (see Note 6).

Class

B Common Stock -

— The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of ~~September~~June 30, 2022 and December 31, 2021, there was 6,900,000 shares of Class B common stock issued and outstanding (see Note 4).

Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class B common stock will have the right to elect all of the Company’s directors prior to the consummation of the initial Business Combination. On any other matter submitted to a vote of the Company’s stockholders, holders of Class B common stock and holders of Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule.

The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial Business Combination

on a

one-for-one

basis, subject

to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate,

on an

as-converted

basis, 20%

of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the

Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a

less than

one-for-one ~~basis.~~

basis.

Note 8 —- Warrants

As of ~~September~~June 30, 2022 and December 31, 2021, the Company has 12,000,000 and 8,700,000 Public Warrants and Private Placement Warrants, respectively, outstanding.

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their

Table of Contents

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

~~Table of Contents~~

~~INSIGHT ACQUISITION CORP.~~

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Stockholders or their affiliates, without taking into account any Founder Shares held by the Initial Stockholders or such affiliates, as applicable, prior to such issuance), (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as set forth below, the Private Placement Warrants

will be

non-redeemable

so long

as they are held by the Sponsor, the underwriters or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, the underwriters or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Redemption of warrants

Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants):


• in whole and not in part;


• at a price of $0.01 per warrant;


• upon a minimum of 30 days’ prior written notice of redemption; and
~~• if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days~~ ~~within a 30-trading day period~~ ~~ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.~~

~~Note 9—Fair Value Measurements~~

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

Quoted Prices in Active

Significant Other

Significant Other


Markets

Observable Inputs

Unobservable Inputs

Description

(Level 1)

(Level 2)

(Level 3)

Assets:

Investments held in Trust Account - U.S. Treasury Securities
   $ 241,205,192    $ —      $ —
Liabilities:

Derivative liabilities - public warrants
   $ —      $ —      $ 8,160,000
Derivative liabilities - private warrants
   $ —      $ —      $ 6,003,000
Derivative liabilities - Over-allotment option
   $ —      $ —      $ 29,522

if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a

30-trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Table of Contents

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 9 - Fair Value Measurements

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

June 30, 2022


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities	$	241,316,750	$	—	$	—
Liabilities:
Derivative liabilities—public warrants	$	2,158,800	$	—	$	—
Derivative liabilities—private warrants	$	—	$	—	$	1,701,720

December 31, 2021


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities	$	241,187,929	$	—	$	—
Liabilities:
Derivative liabilities—public warrants	$	6,240,000	$	—	$	—
Derivative liabilities—private warrants	$	—	$	—	$	4,556,190

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement ~~in May~~on October 1, 2021 ~~when~~because the Public Warrants were separately listed and ~~traded.~~traded in an active market. There were no transfers to/from Levels 1, 2, and 3 during the six months ended June 30, 2022.

Level 1 assets include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields and quoted market prices from dealers or brokers.

The

initial

fair value of the Public Warrants issued in connection with the Public Offering and

the fair value of the

Private Placement Warrants

have been estimated

using a Monte Carlo simulation model

and subsequently, the fair value of the Private Placement Warrants have been estimated using a Black-Scholes model at each measurement ~~date~~

.date. The fair value of over-allotment option was estimated using a Black-Scholes model. For the three and six months ended ~~September~~June 30, ~~2021 and for the period from April 20, 2021 (inception) through September 30, 2021,~~2022, the Company recognized a ~~charge~~gain/(loss) to the condensed ~~consolidated~~ statements of operations resulting from ~~an increase~~a

decrease/(increase) in the fair value of liabilities of approximately ~~$1.1~~

3.0

million and $

6.9

million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying condensed ~~consolidated~~ statement

of operations.

The estimated fair value of the Private Placement Warrants, the Public Warrants prior to being separately listed and traded, and over-allotment option, was determined using Level 3 inputs. Inherent in a Monte Carlo simulation and Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. Significant increases (decreases) in the expected volatility in isolation could result in a significantly higher (lower) fair value measurement. The risk-free interest rate is based on the U.S. Treasury

zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

Table of Contents

INSIGHT ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	At initial issuance	As of September 30, 2021	June 30, 2022			December 31, 2021
Exercise price	$11.50	$11.50	$	11.50		$	11.50
Stock price	$9.47 - $9.63	$9.53 - $9.69	$	9.82		$	9.77
Volatility	10.0% - 15.0%	10.0% - 15.0%		2.0	%		10.0	%
Risk-free rate	0.94%	1.10%		3.02	%		1.31	%
Dividend yield	0.0%	0.0%		0.0	%		0.0	%

The change in the fair value of the Level 3 derivative warrant liabilities for ~~nine months ended September~~period from December 31, 2021 through June 30, ~~2021~~2022 is summarized as follows:

Derivative liabilities at April 20, 2021 (inception)
   $ 0
Issuance of Public and Private Warrants
   13,041,000
Over-allotment option
   22,627
Change in fair value of derivative warrant liabilities
   1,128,895


Derivative liabilities at September 30, 2021
   $ 14,192,522


Derivative liabilities at December 31, 2021	$	4,556,190
Change in fair value of derivative warrant liabilities		(1,619,070	)

Derivative liabilities at March 31, 2022	$	2,937,120
Change in fair value of derivative warrant liabilities		(1,235,400	)

Derivative liabilities at June 30, 2022	$	1,701,720

Note 10 - Subsequent Events

The Company evaluated subsequent events and transactions that occurred up to the date ~~unaudited~~the condensed financial statements were issued. Based upon this review, ~~except as noted above regarding the Initial Public Offering,~~ the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

1718

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “Insight Acquisition Corp.,” “Insight,” “our,” “us” or “we” refer to Insight Acquisition Corp.. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

Some of the statements contained in this Quarterly Report on Form

10-Q

may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Quarterly Report on Form

10-Q

are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties (some of which are beyond our control) or other factors:

we have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective;

our ability to select an appropriate target business or businesses;

our ability to complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”);

our expectations around the performance of a prospective target business or businesses;

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination;

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination;

our potential ability to obtain additional financing to complete our initial Business Combination;

our pool of prospective target businesses;

our ability to consummate an initial Business Combination due to the uncertainty resulting from the recent

COVID-19

pandemic;

the ability of our officers and directors to generate a number of potential Business Combination opportunities;

our public securities’ potential liquidity and trading;

Table of Contents

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

the trust account not being subject to claims of third parties;

our financial performance following our ~~initial public offering (the “Initial Public Offering”);~~IPO; and

the other risks and uncertainties discussed herein, in our filings with the SEC and in our final prospectus relating to our ~~Initial Public Offering,~~IPO, filed with the SEC on September 2, 2021.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

~~Table of Contents~~

Overview

We are a blank check company incorporated in Delaware on April ~~20.~~20, 2021. We were formed for the purpose of effecting a Business Combination that we have not yet identified. Our sponsor is Insight Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

Our registration statement for our ~~Initial Public Offering~~IPO was declared effective on September 1, 2021. On September 7, 2021, we consummated an ~~Initial Public Offering~~IPO of 24,000,000 ~~units (the “Units” and,~~Units (and with respect to the Class A common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $240.0 million, and incurring offering costs of approximately $17.5 million, of which approximately $12.0 million and approximately $668,000 was for deferred underwriting commissions and offering costs allocated to derivate warrant liabilities, respectively.

Simultaneously with the closing of the ~~Initial Public Offering,~~IPO, the Company consummated the private placement (“Private Placement”) of 7,500,000 and 1,200,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), to the Sponsor and Cantor Fitzgerald & Co. and Odeon Group, LLC, respectively, for an aggregate of 8,700,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating proceeds of $8.7 million.

Upon the closing of the ~~Initial Public Offering~~IPO and the Private Placement, $241.2 million ($10.05 per Unit) of the net proceeds of the sale of the Units in the ~~Initial Public Offering~~IPO and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act 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, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

Our management has broad discretion with respect to the specific application of the net proceeds of the ~~Initial Public Offering~~IPO and the sale of Private Placement ~~Shares,~~Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

If the Company is unable to complete a Business Combination within 18 months from the closing of the ~~Initial Public Offering,~~IPO, or March 7, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,

at a

per-share

price, payable

in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Table of Contents

We intend to effectuate our initial Business Combination using cash from the proceeds of our ~~Initial Public Offering~~IPO and the sale of the Private Placement ~~Shares,~~Warrants, our shares, debt or a combination of cash, equity and debt.

The issuance of additional shares in a Business Combination:

may significantly dilute the equity interest of investors in our ~~Initial Public Offering,~~IPO, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A common stock on a greater than

one-to-one

basis upon conversion of the Class B common stock;

may subordinate the rights of holders of Class A common stock if preference shares are issued with rights senior to those afforded our Class A common stock;

~~Table of Contents~~

could cause a change in control if a substantial number of our Class A common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

may adversely affect prevailing market prices for our Class A common stock.

Similarly, if we issue debt or otherwise incur significant debt, it could result in:

default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

our inability to pay dividends on our Class A common stock;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

Table of Contents

Liquidity and ~~Capital Resources~~Going Concern

As of ~~September~~June 30, ~~2021,~~2022, we had approximately ~~$1.1 million~~$127,000 in our operating bank account, and working capital ~~deficit~~ of approximately ~~$1.8 million.~~$563,000.

Our liquidity needs prior to the consummation of the ~~Initial Public Offering~~IPO were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for issuance of the Founder Shares, and the loan from the Sponsor of approximately $163,000 under the Note. We repaid $157,000 of the Note balance on September 7, 2021 and repaid the remaining balance of approximately $6,000 in full on September 13, 2021, at which time the Note was terminated. Subsequent to the consummation of the ~~Initial Public Offering,~~IPO, our liquidity has been satisfied through the net proceeds from the consummation of the ~~Initial Public Offering~~IPO and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). As of ~~September~~June 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loans.

In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)

~~Based on the foregoing, we believe that~~2014-15,

“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until March 7, 2023 to consummate a Business Combination. It is uncertain that we will ~~have sufficient working capital and borrowing capacity~~be able to ~~meet its needs through the earlier of the consummation of~~consummate a Business Combination ~~or one year from~~by this ~~filing. Over~~time. If a Business Combination is not consummated by this ~~time period, we~~date, there will be ~~using the funds held outside~~a mandatory liquidation and subsequent dissolution of the ~~Trust Account for paying existing accounts payable, identifying and evaluating prospective initial~~Company. We have determined that the insufficient liquidity as well as the mandatory liquidation, should a Business Combination ~~candidates, performing due diligence~~not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. We intend to complete a Business Combination by close of business on ~~prospective target businesses, paying for travel expenditures, selecting~~March 7, 2023. No adjustments have been made to the ~~target business~~carrying amounts of assets or liabilities should the Company be required to ~~merge with or acquire, and structuring, negotiating and consummating the Business Combination.~~

liquidate after March 7, 2023.

Management continues to evaluate the impact of the

COVID-19

pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements.

~~Table of Contents~~

Results of Operations

Our entire activity since inception up to ~~September~~June 30, ~~2021~~2022 was in preparation for our formation and the ~~Initial Public Offering.~~IPO. We will not be generating any operating revenues until the closing and completion of our initial Business Combination.

For the three months ended ~~September~~June 30, ~~2021,~~2022, we had a net ~~loss~~income of approximately ~~$1.9~~$2.8 million, which consisted of ~~$1.1~~$3.0 million change in the fair value of derivative warrant liabilities and unrealized gains on investments held in Trust Account of approximately $187,000 partially offset by approximately ~~$668,000 in financing costs, approximately $100,000~~$340,000 in general and administrative costs, approximately $49,000 franchise tax expenses.

For the six months ended June 30, 2022, we had net income of approximately $6.2 million, which consisted of $6.9 million change in the fair value of derivative warrant liabilities and ~~$50,000~~unrealized gains on investments held in Trust Account of approximately $129,000 partially offset by approximately $753,000 in general and administrative costs, approximately $98,000 franchise tax expenses.

For the period from April 20, 2021 (inception) through ~~September~~June 30, 2021, we had a net loss of approximately $2.0 million, which consisted of $1.1 million change in the fair value of derivative warrant liabilities, approximately $668,000 in financing costs, approximately $101,000 in general and administrative costs and $89,000$40,000 due to franchise tax expenses.

Table of Contents

Contractual Obligations

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), ~~were~~are entitled to registration rights pursuant to a registration and stockholder rights agreement signed prior to the consummation of the ~~Initial Public Offering.~~IPO. These holders ~~were~~are entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.8 million in the aggregate, paid upon the closing of the ~~Initial Public Offering.~~IPO. An additional fee of $0.50 per unit, or $12.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. If the underwriters’ over-allotment option was fully exercised, $0.70 per over-allotment unit, or up to an additional approximately $2.5 million, or approximately $14.5 million in the aggregate, would have been deposited in the Trust Account as deferred underwriting commissions. On October 16, 2021, the over-allotment option expired unexercised. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Services Agreement

On September 1, 2021, we entered into an agreement with the Sponsor, pursuant to which we agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to or incurred by members of our management team until the earlier of the consummation of a Business Combination and the Company’s liquidation. For the three and six months ended ~~September~~June 30, ~~2021 and for the period from April 20, 2021 (inception) through September 30, 2021,~~2022, we incurred approximately ~~$10,000~~$30,000 and $60,000, respectively, under the services agreement in the ~~unaudited~~ condensed ~~statement~~statements of operations. As of ~~September~~June 30, 2022 and December 31, 2021, $10,000, respectively, was included in Due to Related Party on ~~our~~the condensed balance ~~sheet at September 30, 2021.~~sheets.

The board of directors has also approved payments of up to $15,000 per month, through the earlier of the consummation of our initial ~~business combination~~Business Combination or ~~its~~our liquidation, to members of our management team for services rendered to us. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed

for any

out-of-pocket

expenses incurred

in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee ~~will review~~reviews on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates.

~~Table~~ For the three and six months ended June 30, 2022, we incurred approximately $45,000 and $90,000, respectively, under the services agreement in the condensed statements of ~~Contents~~operations. As of June 30, 2022 and December 31, 2021, $0, respectively, was included in Due to Related Party on the condensed balance sheets.

Critical Accounting ~~Policies~~Estimates

This management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company has identified the following as its critical accounting policies:

Derivative Warrant Liabilities

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Accounting Standards Codification (“ASC”) 480 and Financial Accounting Standards Board (“FASB”) ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed

at the end of each reporting period.

The warrants issued in the ~~Initial Public Offering~~IPO (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, we recognize the warrant instruments as liabilities at fair value and ~~adjusts~~adjust the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. The initial fair value of the Public Warrants issued in connection with the ~~Public Offering~~IPO and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Black-Scholes model at each measurement date. The fair value of Public Warrants have subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Table of Contents

Class A Common Stock Subject to Possible Redemption

We account for ~~its~~our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. Our Class A common stock feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, 24,000,000 shares of Class A common stock subject to possible redemption isare presented at redemption value as temporary equity, outside of the stockholders’ ~~equity~~deficit section of our condensed balance ~~sheet.~~sheets.

Effective with the closing of the ~~Initial Public Offering,~~IPO, we recognized the accretion from initial book value to redemption amount, which resulted in charges against additional

paid-in

capital (to the extent available) and accumulated deficit.

Net Income (Loss) Per Common Share

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.

The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the ~~Initial Public Offering~~IPO and the private placement warrants to purchase an aggregate of 20,700,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and six months ended ~~September~~June 30, ~~2021 and for the period from April 20, 2021 (inception) through September 30, 2021.~~2022. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

~~Table of Contents~~

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying ~~unaudited~~ condensed financial statements.

Off-Balance

Sheet Arrangements

As of ~~September~~June 30, ~~2021,~~2022, we did not have any

off-balance

sheet arrangements as defined in Item 303 of Regulation

S-K.

JOBS Act

The ~~Jumpstart Our Business Startups~~JOBS Act ~~of 2012 (the “JOBS Act”)~~ contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for

non-emerging

growth companies. As a result, the condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an

Table of Contents

auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, (ii) provide all of the compensation disclosure that may be required of

non-emerging

growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the executive compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our ~~Initial Public Offering~~IPO or until we are no longer an “emerging growth company,” whichever is earlier.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule

12b-2

of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed ~~with the objective of ensuring~~to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act ~~such as this Quarterly Report on Form~~

~~10-Q,~~

is recorded, processed, summarized and reported within the time ~~period~~periods specified in the SEC’s rules and forms. Disclosure controls ~~are also~~and procedures include, without limitation, controls and procedures designed ~~with~~to ensure that information required to be disclosed in Company reports filed or submitted under the ~~objective of ensuring that such information~~Exchange Act is accumulated and communicated to ~~our~~ management, including ~~the chief~~our principal executive officer and ~~chief~~principal financial officer, ~~as appropriate~~ to allow timely decisions regarding required disclosure.

~~Our management evaluated, with~~As required by Rules

13a-15

and

15d-15

under the ~~participation of~~Exchange Act, our principal executive officer and principal financial ~~and accounting~~ officer ~~(our “Certifying Officers”),~~carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~September~~June 30, ~~2021, pursuant to Rule~~

~~13a-15(b)~~

~~under the Exchange Act.~~2022 (the “Evaluation Date”). Based ~~on this~~upon their evaluation, our ~~Certifying Officers have~~principal executive officer and principal financial officer concluded that, ~~during~~as of the ~~period covered by this report,~~Evaluation Date, our disclosure controls and procedures (as defined in Rules

13a-15

(e) and

15d-15

(e) under the Exchange Act) were ~~not~~ effective as of ~~September~~June 30, 2022.

In 2021, ~~because of~~our management and audit committee identified a material weakness in our internal control over financial ~~reporting.~~reporting that resulted in the restatement of our audited balance sheet as of September 7, 2021 and our unaudited interim financial statements included in our Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 15, 2021. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of ~~the Company’s~~our annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, ~~the Company’s~~our management ~~has~~and audit committee concluded that ~~our~~the control around the interpretation and accounting ~~for complex financial instruments by the Company~~of our Class A ordinary shares was not effectively designed or maintained. ~~This material weakness resulted in~~In connection with the ~~restatement~~remediation of this control deficiency, management and its advisors designed and implemented new disclosure controls and procedures and expanded and improved our processes to ensure that the nuances of the ~~Company’s balance sheet as~~accounting of ~~September 7, 2021. Additionally, this material weakness could result in a misstatement~~certain complex features of ~~the~~our Class A ordinary shares ~~and earnings per share calculation, and related accounts and disclosures that would result~~are effectively evaluated in ~~a material misstatement~~the context of increasingly complex accounting standards. Based on the actions taken, as well as the evaluation of the ~~financial statements~~design of the new disclosure controls and procedures, we concluded that ~~would not be prevented or detected on a timely basis.~~

~~Table~~our disclosure controls and procedures were operating effectively as of ~~Contents~~June 30, 2022 and that the material weakness we previously identified was remediated as of June 30, 2022.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that the we ~~have~~ detected all of our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There ~~was~~were no ~~change~~changes in our internal control over financial reporting ~~that occurred~~(as such term is defined in Rules

13a-15(f)

and

15d-15(f)

of the Exchange Act) during the most recent fiscal quarter ~~ended September 30, 2021 covered by this Amendment No. 1 to the Quarterly Report on Form 10-Q~~ that ~~has~~have materially affected, or isare reasonably likely to materially affect, our internal control over financial ~~reporting except for~~reporting. Based on the ~~below:~~

~~Our Certifying Officers performed additional accounting~~evaluation we conducted, other than remediation of the material weakness identified and ~~financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for complex financial instruments. The Company’s~~discussed above, our management has ~~expended, and will continue to expend, a substantial amount~~concluded that no such changes have occurred.

Table of effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form

10-K

filed with the SEC on March 31, 2022. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. Except ~~for the~~as set forth below, ~~risk factor,~~ as of the date of this ~~Amendment No. 1 to the~~ Quarterly Report, ~~on Form 10-Q,~~ there have been no material changes to the risk factors disclosed in our ~~final prospectus relating to our Initial Public Offering~~ Annual Report on Form

10-K

filed with the SEC on ~~September 2, 2021. We~~March 31, 2022, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Our business, our search for a business combination, and any target business with which we ultimately consummate a business combination may be negatively impacted as a result of Russian actions in Ukraine.

10-Q

and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of this Quarterly Report on Form

10-Q.

These actions and related sanctions could adversely affect economies and financial markets worldwide, business operations and the conduct of commerce generally, and the business of any potential target business with which we consummate a business combination could be, or may already have been, materially and adversely affected. The extent to which these actions and related sanctions impact our search for and ability to consummate a business combination will depend on future developments, which are highly uncertain and cannot be predicted.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have ~~identified~~ a material ~~weakness~~adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in ~~our internal control over~~business combination transactions involving special purpose acquisition companies and private operating companies; amending the financial ~~reporting. This material weakness~~statement requirements applicable to transactions involving shell companies; the potential liability of certain participants in proposed business combination transactions; and the extent to which special purpose acquisition companies could ~~continue~~become subject to regulation under the Investment Company Act of 1940, as amended. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our ability to ~~report~~negotiate and complete our ~~results of operations~~initial business combination and ~~financial condition accurately~~may increase the costs and ~~in a timely manner.~~

time related thereto.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation of those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As described elsewhere in this Amendment No. 1 to the Quarterly Report on Form 10-Q, we have identified a material weakness in our internal control over financial reporting related to the Company’s application of ASC 480-10-S99-3A to its accounting classification of the Public Shares and related to the Company’s earnings per share calculation. As a result of this material weakness, our management has concluded that our internal control over financial reporting was not effective as of September 30, 2021. Historically, a portion of our Class A ordinary shares subject to possible redemption was classified as permanent equity to maintain shareholders’ equity greater than $5 million on the basis that the Company will not redeem its Class A ordinary shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Pursuant to the Company’s re-evaluation of the Company’s application of ASC 480-10-S99-3A to its accounting classification of its Class A ordinary shares subject to possible redemption, the Company’s management has determined that the Class A ordinary shares include certain provisions that require classification of all of the Class A ordinary shares as temporary equity. For a discussion of management’s consideration of the material weakness identified related to the Company’s application of ASC 480-10-S99-3A to its accounting classification of the Class A ordinary shares subject to possible redemption, see Part I, Item 4, Controls and Procedures included in this Amendent No. 1 to the Quarterly Report on Form 10-Q.

As described in Part I, Item 4. Controls and Procedures, we have concluded that our internal control over financial reporting was ineffective as of September 30, 2021 because material weaknesses existed in our internal control over financial reporting. We have taken a number of measures to remediate the material weaknesses described therein; however, if we are unable to remediate our material weaknesses in a timely manner or we identify additional material weaknesses, we may be unable to provide required financial information in a timely and reliable manner and we may incorrectly report financial information. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our Class A ordinary shares are listed, the SEC or other regulatory authorities. Failure to timely file will cause us to be ineligible to utilize short form registration statements on Form S-3 or Form S-4, which may impair our ability to obtain capital in a timely fashion to execute our business strategies or issue shares to effect an acquisition. In either case, the existence of material weaknesses or significant deficiencies in internal control over financial reporting could adversely affect our business and our reputation or investor perceptions of us, which could have a negative effect on the trading price of our stock. In addition, we will incur additional costs to remediate material weaknesses in our internal control over financial reporting, as described in Part I, Item 4. Controls and Procedures.

We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On May 5, 2021, Insight Acquisition Sponsor LLC, our sponsor, purchased an aggregate of 6,181,250 shares of our Class B common stock, in exchange for a capital contribution of $25,000 at an average purchase price of approximately $0.004 per share. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On July 29, 2021, we effected a 1:1.1162791 stock split of our Class B common stock, resulting in our sponsor holding an aggregate of 6,900,000 founder shares. The number of founder shares outstanding was determined based on the expectation that the total size of our initial public offering would be for a maximum of 27,600,000 units if the underwriters’ over-allotment option is exercised in full and therefore that such founder shares would represent 20% of the outstanding shares after our initial public offering. On October 16, 2021, the over-allotment option expired unexercised. As such, 900,000 shares of Class B common stock were forfeited.

~~The founder shares will automatically convert into shares of our Class A common stock at the time of the Company’s initial business combination on a~~

~~one-for-one~~

~~basis, subject to adjustment as set forth in our final prospectus, filed with the SEC on September 2, 2021.~~

On September 7, 2021, we consummated our initial public offering (the “Initial Public Offering”) of 24,000,000 Units at a price of $10.00 per Unit, generating total gross proceeds of $240,000,000. Cantor Fitzgerald & Co. (“Cantor”) acted as sole book-running manager. Odeon Capital Group, LLC (“Odeon”) acted as lead manager. The securities sold in the offering were registered under the Securities Act on a registration statement on

~~Form S-1,~~

~~as amended (Registration~~

~~No. 333-258727).~~

The offering has been completed and all of the Units registered pursuant to the registration statement, other than the Units underlying the underwriter’s over-allotment option, were sold. The registration statement became effective on September 1, 2021.

Simultaneously with the closing of the Initial Public Offering, pursuant to the Sponsor Private Placement Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 7,500,000 warrants (the “Sponsor Private Placement Warrants”) to Insight Acquisition Sponsor LLC at a purchase price of $1.00 per PrivateNone.


Delaware	001-40775	86-3386030
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)


333 East 91 st 91st Street New York, NY		10128
(Address Of Principal Executive Offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant	INAQ.U	The New York Stock Exchange
Class A Common Stock, $0.0001 par value	INAQ	The New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	INAQ WS	The New York Stock Exchange


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☒


		Page
PART I. FINANCIAL INFORMATION
Item 1.
~~Item 1.~~	~~Condensed~~ Financial Statements		1
	~~Unaudited~~ Condensed Balance ~~Sheet~~Sheets as of ~~September~~June 30, 2022 (unaudited) and December 31, 2021		1
	Unaudited Condensed Statements of Operations for the three and six months ended ~~September 30, 2021~~June 30. 2022 and for the ~~period~~Period from April 20, 2021 (inception) through ~~September 30.~~June 30, 2021		2
	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended ~~September~~June 30, ~~2021~~2022 and for the ~~period~~Period from April 20, 2021 (inception) through ~~September~~June 30, 2021		3
	Unaudited Condensed ~~Statement~~Statements of Cash Flows for the ~~period~~six months ended June 30, 2022 and for the Period from April 20, 2021 (inception) through ~~September~~June 30, 2021		4
	Notes to Unaudited Condensed Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1819
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		2325
Item 4.	Controls and Procedures		2325
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		26
Item 1. 1A.	~~Legal Proceedings~~Risk Factors		2426
Item ~~1A.~~ 2.	~~Risk Factors~~		24
~~Item 2.~~	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		2426
Item 3.	Defaults Upon Senior Securities		2526
Item 4.	Mine Safety Disclosures		2527
Item 5.	Other Information		2527
Item 6.	Exhibits		2527


Assets:
Current assets:
Cash	$	1,145,160
Prepaid expenses		982,850

Total current assets		2,128,010
Investments held in Trust Account		241,205,192

Total Assets	$	243,333,202

Liabilities, Class A common stock subject to possible redemption and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	127,357
Accrued expenses		85,000
Accrued expenses—related party		10,000

Franchise tax payable		88,817
Total current liabilities		311,174
Deferred underwriting commissions in connection with the Initial Public Offering		12,000,000
Derivative liabilities		14,192,522

Total Liabilities		26,503,696
Commitments and Contingencies		0
Class A common stock subject to possible redemption, $0.0001 par value; 24,000,000 shares at $10.05 per share		241,200,000
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0ne issued and outstanding		0
Class A common stock, $0.0001 par value; 200,000,000 shares authorized		0
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding (1)(2)		690
Additional paid-in capital		0
Accumulated deficit		(24,371,184	)

Total stockholders’ deficit		(24,370,494	)

Total Liabilities, Class A common stock subject to possible redemption and Stockholders’ Deficit	$	243,333,202


	June 30, 2022			December 31, 2021
	(unaudited)
Assets:
Current assets:
Cash	$	126,504		$	877,937
Prepaid expenses		571,385			876,317

Total current assets		697,889			1,754,254
Other Assets		83,334			—
Investments held in Trust Account		241,316,750			241,187,929

Total Assets	$	242,097,973		$	242,942,183

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	94,639		$	34,332
Accrued expenses		72,436			155,963
Accrued expenses - related party		10,000			10,000
Franchise tax payable		41,181			140,274

Total current liabilities		218,256			340,569
Deferred underwriting commissions in connection with the Initial Public Offering		12,000,000			12,000,000
Derivative liabilities		3,860,520			10,796,190

Total Liabilities		16,078,776			23,136,759
Commitments and Contingencies		0			0
Class A common stock subject to possible redemption, $0.0001 par value; 24,000,000 shares at $10.05 per share at June 30, 2022 and December 31, 2021, respectively		241,200,000			241,200,000
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding at June 30, 2022 and December 31, 2021, respectively		—			—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 0 non-redeemable shares issued or outstanding at March 31, 2022 and December 31, 2021, respectively		—			—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively		690			690
Additional paid-in capital		—			—
Accumulated deficit		(15,181,493	)		(21,395,266	)

Total stockholders’ deficit		(15,180,803	)		(21,394,576	)

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	242,097,973		$	242,942,183


	For the three months ended September 30, 2021			For the Period from April 20, 2021 (inception) through September 30, 2021
General and administrative expenses	$	110,056		$	110,935
Franchise tax expenses		49,863			88,817

Loss from operations		(159,919	)		(199,752	)
Other income (expenses):
Change in fair value of derivative warrant liabilities		1,128,895			1,128,895
Offering costs associated with derivative warrant liabilities		667,601			667,601
Income from investments held in Trust Account		(5,192	)		(5,192	)

Total other expenses		1,791,304			1,791,304

Net loss	$	(1,951,223	)	$	(1,991,056	)

Weighted average shares outstanding of Class A common stock, basic and diluted		6,260,870			3,865,772

Basic and diluted net loss per common share, Class A common stock	$	(0.16	)	$	(0.20	)

Weighted average shares outstanding of Class B common stock, basic and diluted (1)(2)		6,000,000			6,000,000

Basic and diluted net loss per common share, Class B common stock	$	(0.16	)	$	(0.20	)


	For the three months ended June 30, 2022			For the six months ended June 30, 2022			For the period from April 20, 2021 (inception) through June 30, 2021
General and administrative expenses	$	339,509		$	752,586		$	879
Franchise tax expenses		49,315			98,132			38,954

Loss from operations		(388,824	)		(850,718	)		(39,833	)
Other income:
Change in fair value of derivative warrant liabilities		(3,036,600	)		(6,935,670	)		—
Net gain on investments held in Trust Account		(186,500	)		(128,821	)		—

Total other income		(3,223,100	)		(7,064,491	)		—

Net income (loss)	$	2,834,276		$	6,213,773		$	(39,833)

Weighted average shares outstanding of Class A common stock, basic and diluted		24,000,000			24,000,000			—

Basic and diluted net income per common share, Class A common stock	$	0.09		$	0.21		$	—

Weighted average shares outstanding of Class B common stock, basic and diluted		6,000,000			6,000,000			6,000,000

Basic and diluted net income (loss) per common share, Class B common stock	$	0.09		$	0.21		$	(0.01)


	Common Stock													Total
	Class A				Class B				Additional Paid-In		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - December 31, 2021		—	$	—		6,900,000	$	690	$	—	$	(21,395,266	)	$	(21,394,576	)
Net income		—		—		—		—		—		3,379,497			3,379,497

Balance - March 31, 2022 (unaudited)		—		—		6,900,000		690		—		(18,015,769	)		(18,015,079	)
Net income		—		—		—		—		—		2,834,276			2,834,276

Balance - June 30, 2022 (unaudited)		—	$	—		6,900,000	$	690	$	—	$	(15,181,493	)	$	(15,180,803	)


Cash Flows from Operating Activities:
Net loss	$	(1,991,056	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		1,128,895
Offering costs associated with derivative liabilities		667,601
Income from investments held in Trust Account		(5,192	)
Changes in operating assets and liabilities:
Prepaid expenses		(982,850	)
Accounts payable		18,212
Accrued expenses - related party		10,000
Franchise tax payable		88,817

Net cash used in operating activities		(1,065,573	)

Cash Flows from Investing Activities
Cash deposited in Trust Account		(241,200,000	)

Net cash used in investing activities		(241,200,000	)

Cash Flows from Financing Activities:
Proceeds from note payable to related party		25,000
Repayment of note payable to related party		(163,132	)
Proceeds received from initial public offering, gross		240,000,000
Proceeds received from private placement		8,700,000
Offering costs paid		(5,151,135	)

Net cash provided by financing activities		243,410,733

Net increase in cash		1,145,160
Cash - beginning of the period		0—

Cash - end of the period	$	1,145,160

Supplemental disclosure of noncash activities:
Offering costs paid by Sponsor in exchange for issuance of Class B common stock	$	25,000
Offering costs included in accounts payable	$	109,145
Offering costs included in accrued expenses	$	85,000
Offering costs paid by Sponsor under note payable - related party	$	138,132
Deferred underwriting commissions in connection with the Initial Public Offering	$	12,000,000


	For the six months ended June 30, 2022			For the period from April 20, 2021 (inception) through June 30, 2021
Cash Flows from Operating Activities:
Net income (loss)	$	6,213,773		$	(39,833	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		(6,935,670	)		—
Net gain on investments held in Trust Account		(128,821	)		—
Changes in operating assets and liabilities:
Prepaid expenses		221,598			—
Accounts payable		60,307			879
Accrued expenses - related party		1,473			—
Franchise tax payable		(99,093	)		38,954

Net cash used in operating activities		(666,433	)		—

Cash Flows from Financing Activities:
Proceeds from note payable to related party		—			25,000
Offering costs paid		(85,000	)		—

Net cash (used in) provided by financing activities		(85,000	)		25,000

Net change in cash		(751,433	)		25,000
Cash - beginning of the period		877,937			—

Cash - end of the period	$	126,504		$	25,000

Supplemental disclosure of noncash financing activities:
Offering costs paid by the Sponsor in exchange for issuance of Class B common stock	$	—		$	25,000
Offering costs included in accounts payable	$	—		$	60,020
Offering costs included in accrued expenses	$	—		$	255,875
Offering costs paid by Sponsor under promissory note	$	—		$	25,000


							For the Period from April 20,
	For the Three Months Ended						2021 (inception) through
	September 30, 2021						September 30, 2021
	Class A			Class B			Class A			Class B
Basic and diluted net income per common share:
Numerator:
Allocation of net loss	$	(996,369	)	$	(954,854	)	$	(780,169	)	$	(1,210,887	)
Denominator:
Basic and diluted weighted average common shares outstanding		6,260,870			6,000,000			3,865,772			6,000,000

Basic and diluted net loss per common share	$	(0.16	)	$	(0.16	)	$	(0.20	)	$	(0.20	)


	Quoted Prices in Active		Significant Other		Significant Other
	Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities	$	241,205,192	$	—	$	—
Liabilities:
Derivative liabilities - public warrants	$	—	$	—	$	8,160,000
Derivative liabilities - private warrants	$	—	$	—	$	6,003,000
Derivative liabilities - Over-allotment option	$	—	$	—	$	29,522


Derivative liabilities at April 20, 2021 (inception)	$	0
Issuance of Public and Private Warrants		13,041,000
Over-allotment option		22,627
Change in fair value of derivative warrant liabilities		1,128,895

Derivative liabilities at September 30, 2021	$	14,192,522


Exhibit Number		Description

3.1 (1)		Amended and Restated Certificate of Incorporation of Insight Acquisition Corp.

3.2* 3.2 (2)		Bylaws of Insight Acquisition Corp.

31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance ~~Document – the~~ Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*		Inline XBRL Taxonomy Extension Schema Document.

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104*		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document, which is contained in Exhibit 101).


Dated: ~~March 9,~~August 15, 2022		INSIGHT ACQUISITION CORP.

	By:	/s/ Jeff Gary
		Name:	Jeff Gary
		Title:	Chief Executive Officer and Chief Financial Officer