- Insight Acquisition Corp. (INAQ) to acquire Alpha Modus (Private) in a transaction valuing the pro forma entity at $175 million in Enterprise Value (*$157 million equity value) assuming zero redemption from current level of 90.3%.
- Alpha Modus shareholders will receive an equity consideration of $110 million at $10.0 per share. They are also eligible to receive 2.2 million earnout shares in three equal tranches at $13.0, $15.0, and $18.0 per share respectively over a period of 5 years post-closing.
- Sponsor agreed to subject 750,000 founder shares (or *12.5%) to earnouts provisions (vesting conditions similar to company earnouts).
- No minimum cash condition.
- No termination fees.
- Business combination transaction is targeted to close in the first quarter of 2024.
- SPAC Details:
- Unit Structure: 1 share of Class A Common Stock + 0.5 Redeemable Warrant
- #Cash in Trust: *$10,629,998 (106.2 % of Public Offering)
- Public Shares Outstanding: 1,000,945 shares
- Private Shares Outstanding: 6,000,000 shares
- Estimated Trust Value/Share: $10.62
- Current Liquidation Date: November 7, 2023
- Outside Liquidation Date: June 7, 2024
- Name of Target: Alpha Modus Corp
- Target Description: Alpha Modus Corp. offers technology as a service. Its core technologies have been deployed on IBM’s Bluemix platform and earned a Beacon Award by IBM 2016 for Best New Application on IBM Cloud from an Entrepreneur. Alpha Modus has been recognized by IBM Watson as a thought leader in technology
- Announced Date: October 16, 2023
- Expected Close: “First Quarter of 2024”
- Press Release: https://www.sec.gov/Archives/edgar/data/1862463/000101376223004184/ea186792ex99-1_insightacq.htm
- Transaction Terms (N/A):
| Redemption Rate | 0% from current level of 90.3% |
| Share Price | $10.0 |
| Enterprise Value | 175 million |
| Market Cap Value | *$157 million ($110M/70%) |
- Target Shareholders Receive (~70%):
- Equity consideration of $110 million (Shares of IAC Class A Common Stock at $10.0)
- 2.20 million earnout shares (after 180 days but before 5 years post-closing) vesting in the following manner:
- 733,334 shares @ $13.00 per share
- 733,333 shares @ $15.00 per share
- 733,333 shares @ $18.00 per share
- PIPE / Financing:
- Nil
- Redemption Protections:
- Nil
- Support Agreement:
- Standard voting support
- Sponsor agreed to subject 750,000 shares (or *12.5%) to earnout provisions (after 180 days but before 5 years post-closing) vesting in following manner:
- 250,000 shares @ $13.00 per share
- 250,000 shares @ $15.00 per share
- 250,000 shares @ $18.00 per share
- Lock-up:
- SPAC Sponsor (^85% shares): 12 months post-closing
- Early release: If price ≥ $12.5 per share
- ^Note: 85% of sponsor shares excluding the sponsor earnout shares (or *4,462,500 shares)
- Early release: If price ≥ $12.5 per share
- Key Target Shareholder: 12 months post-closing
- Early release: If price ≥ $12.5 except for certain shares which is equal to:
- SPAC Sponsor (^85% shares): 12 months post-closing
| 1,650,000 shares | |
| Add: | Number of Common Shares issued to JanBella Group, LLC |
| Less: | 557,692 which may be sold by the Alpha Modus Lock-Up |
- Closing Conditions:
- Termination date: June 7, 2024
- No minimum cash condition
- Dissenting shares ≤ 5%
- Deliver:
- Audited Financial Statements within dates specified (not mentioned)
- Unaudited Interim Financial Statements by November 14, 2023
- Other customary closing conditions
- Termination:
- Standard termination clauses
- No termination fee
- Advisors:
- SPAC Legal Advisors: Loeb & Loeb LLP
- Target Legal Advisors: Brunson Chandler & Jones, PLLC
- Target M&A Advisors: CHW Strategic Advisors
- Financials (N/A):
- No financials provided
- Comparables (N/A):
- No valuations provided
- Equity Incentive Plan:
- No information available
*Denotes estimated figures by CPC
#Calculated as on October 19, 2023