Insight Acquisition in a new proxy filing disclosed more information on its proposed merger with Alpha Modus, after filing a confidential S-4 in December. The deal calls for Alpha Modus shareholders to receive $110 million in stock. A shareholder vote on the merger has not yet been scheduled.
The target is a technology company with a core focus on artificial intelligence in retail.
Terms also include 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 at $10 per share and based on the achievement of price targets.
The deal is not subject to a minimum cash closing condition.
Alpha Modus 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.
Insight Acquisition back in August called off a deal with Avila energy by mutual agreement. As part of the termination, Avila agreed to pay Insight $300,000 as partial reimbursement of its costs.
The SPAC's shareholders in September approved a nine-month deadline extension with redemptions hitting 21%. The proxy filing does not disclose the current balance in the SPAC's trust.