Insight Acquisition Corp to acquire Avila Energy in all-stock merger valued at 12.5M shares plus earn-out

ALPHA MODUS HOLDINGS, INC.

Redomicile from Delaware to Alberta via reverse triangular merger; combined entity renamed Avila Energy Inc.
Closing consideration: 12.528M AB PubCo shares; earn-out up to 7M shares if VWAP ≥$15 for 20 of 30 days in 48 months.
Lock-up: 50% of shares free at closing; remaining 50% after 1 year or if closing price ≥$12 for any 20 trading days.
Termination fee of $5M payable by Avila to SPAC under certain conditions; forward purchase agreement with Meteora for up to 2.5M shares.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ALPHA MODUS HOLDINGS, INC. entered into BCA with Insight Acquisition Corp., Avila Amalco Sub Inc., Avila Energy Corporation (effective 2023-04-03).

Action: entry
Agreement: merger
Counterparty: Insight Acquisition Corp., Avila Amalco Sub Inc., Avila Energy Corporation
Effective: 2023-04-03

Exact text from the filing

On April 3, 2023, Insight Acquisition Corp., a Delaware corporation (“ SPAC ”), Avila Amalco Sub Inc., an Alberta corporation (“ Amalco Sub ”) and Avila Energy Corporation, an Alberta corporation (“ Avila ”), entered into a business combination agreement and plan of merger (the “ BCA ”)

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ALPHA MODUS HOLDINGS, INC. filing history →

Source: SEC EDGAR

accession 0001193125-23-090971

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