UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 29, 2024
Date of Report (Date of earliest event reported)
Insight Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-40775 | 86-3386030 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 333 East 91st Street New York, NY | 10128 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (609) 751-9193
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| The Stock Market, LLC | ||||
| The Stock Market, LLC | ||||
| The Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
Insight Acquisition Corp. (the “Company”) is filing an amendment to its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 20, 2024 (the “Original Form 8-K”) solely for the purpose of amending and restating the Original Form 8-K to correct inadvertent errors contained in Item 3.01 of the Original Form 8-K regarding the name of the Nasdaq Stock Market LLC listing standard deficiency. Specifically, the Original Form 8-K erroneously reported that the “the Company’s listed securities failed to comply with the $15,000,000 market value of listed securities (“MVLS”) requirement for continued listing on The Nasdaq Capital Market” but should have stated that the “the Company’s listed securities failed to comply with the $15,000,000 market value of publicly held securities (“MVPHS”) requirement for continued listing on The Nasdaq Capital Market.” Other than as set forth in this Explanatory Note, this amendment does not amend any other disclosures in the Original Form 8-K.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing rule or Standard; Transfer of Listing.
Insight Acquisition Corp., a Delaware corporation (the “Company”), received a notice, dated July 29, 2024 (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”), stating that the Company’s listed securities failed to comply with the $15,000,000 market value of publicly held securities (“MVPHS”) requirement for continued listing on The Nasdaq Capital Market in accordance with Nasdaq Listing Rule 5450(b)(2)(C) based upon the Company’s MVPHS for the 30 consecutive business days prior to the date of the Notice.
The Notice has no immediate effect on the listing of the Company’s securities on Nasdaq and in accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided a period of 180 calendar days, or until January 27, 2025, in which to regain compliance. In order to regain compliance, the MVPHS of the Company must close at $15,000,000 or more for a minimum of ten consecutive business days during this 180-day period.
There can be no assurance that the Company will be able to regain compliance with the MVPHS requirement, or maintain compliance with the other Nasdaq continued listing requirements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: August 20, 2024 | ||
| INSIGHT ACQUISITION CORP. | ||
| By: | /s/ Michael Singer | |
| Name: | Michael Singer | |
| Title: | Executive Chairman and Chief Executive Officer | |
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