Alpha Modus to List on NASDAQ Via Business Combination Agreement with Insight Acquisition

•  Alpha Modus is an Artificial Intelligence Business that Develops Data Driven Technologies to Enhance Consumers In-Store Digital Experience

• Transaction Reflects High Confidence of Closing, No Minimum Cash Condition 

Alpha Modus, a technology company with a core focus on artificial intelligence in retail, and Insight Acquisition a special purpose acquisition company, announced they have entered into a business combination agreement, dated as of October 13, 2023 (the “BCA”), regarding Insight’s proposed acquisition of Alpha Modus (the “Business Combination”).

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Alpha Modus develops data-driven technologies in retail to enhance consumers’ in-store experience at the point of decision. Since its launch in 2014, Alpha Modus has maintained its corporate mission of solving pain-points for retail businesses through providing actionable insights found in unstructured data. Alpha Modus intends to change the way brick and mortar businesses serve consumers through its robust portfolio of patented AI technology.

The proposed Business Combination reflects an implied pro-forma enterprise value of approximately $175 million, plus a potential $22 million earn out for Alpha Modus stockholders and a $7.5 million earn out for Insight’s sponsor both payable through the issuance of the combined company’s common stock valued at $10 per share and based on share price targets for the combined company’s common stock. The Business Combination is not subject to a minimum cash closing condition. Post closing, Alpha Modus shareholders would own approximately 70%, excluding the earn out, of the combined company. The closing of the proposed Business Combination is subject to a number of conditions, as set out in the BCA, including but not limited to approval of the transaction by Insight’s stockholders and Alpha Modus’ stockholders, the U.S. Securities and Exchange Commission (“SEC”) declaring Insight’s registration statement on Form S-4 effective and other customary closing conditions. The parties expect the proposed Business Combination will close in the first quarter of 2024.

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Advisors

CHW Strategic Advisors is acting as Alpha Modus’ M&A advisor on the transaction. Loeb & Loeb LLP is acting as legal counsel to IAC. Brunson Chandler & Jones, PLLC is acting as legal counsel to Alpha Modus.

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