Alpha Modus, Corp. (“Alpha Modus”), a technology company with a
core focus on artificial intelligence in retail, today announced it
has entered into an intellectual property license agreement with
Xalles Holdings Inc. (OTC: XALL) (“Xalles”), a holding company
focused on innovative technology and financial service solutions,
and its wholly owned subsidiary CashXAI Inc. (“CashX”). CashX,
through its proprietary self-service kiosks and mobile application,
allows the unbanked and underbanked communities access to financial
services, including digital currency.
The license agreement licenses to Xalles and its
subsidiary, CashX, the exclusive right to use all of Alpha Modus’
patented intellectual property in connection with CashX’s
promotional, advertising, and operational functions, including
co-development arrangements with Alpha Modus, within the Exclusive
Industry. The “Exclusive Industry” means the industry relating to
self-service kiosks located in retail food, drug and convenience
stores for the purpose of serving Unbanked and Underbanked
consumers, by offering banking, phone and insurance solutions to
the consumer. An “Unbanked” consumer means a person that does not
have a checking or savings account with an FDIC-insured
institution, and an “Underbanked” consumer means a person that has
or had a checking or savings account with an FDIC-insured
institution, but regularly uses non-traditional banks such as Venmo
or the Cash App, or lenders such as a check cashing company or
payday lender.
About Alpha Modus
Alpha Modus engages in creating, developing and
licensing data-driven technologies to enhance consumers’ in-store
digital experience at the point of decision. The company was
founded in 2014 and is headquartered in Cornelius, North Carolina.
For additional information, please visit alphamodus.com. Effective
as of October 13, 2023, Alpha Modus entered into a business
combination agreement (the “BCA”) with Insight Acquisition Corp.
(“Insight”), pursuant to which Alpha Modus would be acquired by
Insight (the “Business Combination”). 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 SEC declaring Insight’s registration statement on
Form S-4 effective and other customary closing conditions.
About Insight Acquisition Corp.
Insight Acquisition Corp. (NASDAQ: INAQ) is a
special purpose acquisition company formed solely to effect a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. Insight Acquisition Corp. is sponsored by Insight
Acquisition Sponsor LLC. For additional information, please visit
insightacqcorp.com.
About Xalles Holdings Inc.
Xalles Holdings Inc. is a holding company,
specializing in innovative technology and financial service
solutions. Focused on growth and diversification, Xalles Holdings
is committed to developing technology-based solutions across
various sectors, with an emphasis on supporting disruptive
companies. Utilizing its proprietary Xalles RISE Business Model
(Roll In, Selected Exit), the company actively seeks acquisition
targets with solid management teams, robust business models,
expansive total attainable markets (TAM), and enticing exit
opportunities. Emphasizing the integration of blockchain and AI
technologies, Xalles provides solutions to capture recurring
revenue streams over time. For additional information, please visit
Xalles.com.
About CashXAI Inc.
CashXAI Inc. offers a dynamic platform for
individuals lacking traditional banking access. The CashX mobile
app simplifies converting cash into digital currency, supporting
transactions from bill payments to cryptocurrency investments
without requiring a bank account. CashX provides financial freedom
and management capabilities, providing users to control their
finances from anywhere. CashX stands at the forefront of bridging
financial gaps for underbanked communities. For additional
information, please visit CashX.ai.
Important Information About the Proposed
Business Combination and Where to Find It
In connection with the proposed Business
Combination, Insight and Alpha Modus have filed with the SEC a
registration statement on Form S-4, which includes Insight’s proxy
statement (the “Registration Statement”), and which Registration
Statement has not yet been declared effective by the SEC. The
Company’s stockholders and other interested persons are advised to
read, when available, the definitive proxy statement and documents
incorporated by reference therein filed in connection with the
proposed Business Combination, as these materials will contain
important information about Insight and Alpha Modus, and the
proposed Business Combination. Promptly after filing its definitive
proxy statement relating to the proposed Business Combination with
the SEC, Insight will mail the definitive proxy statement and a
proxy card to each Insight stockholder entitled to vote at the
special meeting on the Business Combination and the other
proposals. Insight stockholders will also be able to obtain copies
of the preliminary proxy statement, the definitive proxy statement,
and other relevant materials filed with the SEC that will be
incorporated by reference therein, without charge, once available,
at the SEC’s website at www.sec.gov or upon written
request to Insight Acquisition Corp. at 333 East 91st Street, #33AB
New York, NY 10024.
Participants in the
Solicitation
Insight and its directors and executive officers
may be deemed participants in the solicitation of proxies from
Insight’s stockholders with respect to the Business Combination. A
list of the names of those directors and executive officers and a
description of their interests in Insight will be included in the
proxy statement for the proposed Business Combination and be
available at www.sec.gov. Additional information regarding the
interests of such participants will be contained in the proxy
statement for the proposed Business Combination when available.
Information about Insight’s directors and executive officers and
their ownership of Insight’s common stock is set forth in the
Company’s final prospectus, as filed with the SEC on September 7,
2021, or supplemented by any Form 3 or Form 4 filed with the SEC
since the date of such filing. Other information regarding the
interests of the participants in the proxy solicitation will be
included in the proxy statement pertaining to the proposed Business
Combination when it becomes available. These documents can be
obtained free of charge from the sources indicated above.
Alpha Modus and its directors and executive
officers may also be deemed to be participants in the solicitation
of proxies from the stockholders of the Company in connection with
the proposed Business Combination. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed Business Combination will be included in
the proxy statement for the proposed Business Combination.
No Offer or Solicitation
This press release shall not constitute a
solicitation of a proxy, consent, or authorization with respect to
any securities or in respect of the proposed Business Combination.
This press release shall also not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any states or jurisdictions in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.
Insight’s and Alpha Modus’ actual results may differ from their
expectations, estimates, and projections and, consequently, you
should not rely on these forward-looking statements as predictions
of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions (or the negative versions of
such words or expressions) are intended to identify such
forward-looking statements, but are not the exclusive means of
identifying these statements. These forward-looking statements
include, without limitation, Insight’s and Alpha Modus’
expectations with respect to future performance and anticipated
financial impacts of the proposed Business Combination, the
satisfaction of the closing conditions to the proposed Business
Combination, and the timing of the completion of the proposed
Business Combination.
These forward-looking statements involve
significant risks and uncertainties that could cause the actual
results to differ materially from those discussed in the
forward-looking statements. Most of these factors are outside
Insight’s and Alpha Modus’ control and are difficult to predict.
Factors that may cause such differences include, but are not
limited to: (1) the occurrence of any event, change, or other
circumstances that could give rise to the termination of the
business combination agreement between Insight and Alpha Modus (the
“BCA”); (2) the outcome of any legal proceedings that may be
instituted against Insight and Alpha Modus following the
announcement of the BCA and the transactions contemplated therein;
(3) the inability to complete the proposed Business Combination,
including due to failure to obtain approval of the stockholders of
Insight and Alpha Modus, certain regulatory approvals, or satisfy
other conditions to closing in the BCA; (4) the occurrence of any
event, change, or other circumstance that could give rise to the
termination of the BCA or could otherwise cause the transaction to
fail to close; (5) the impact of COVID-19 pandemic on Alpha Modus’
business and/or the ability of the parties to complete the proposed
Business Combination; (6) the inability to obtain the listing of
the combined company’s common stock on the Nasdaq Stock Market
following the proposed Business Combination; (7) the risk that the
proposed Business Combination disrupts current plans and operations
as a result of the announcement and consummation of the proposed
Business Combination; (8) the ability to recognize the anticipated
benefits of the proposed Business Combination, which may be
affected by, among other things, competition, the ability of Alpha
Modus to grow and manage growth profitably, and retain its key
employees; (9) costs related to the proposed Business Combination;
(10) changes in applicable laws or regulations; (11) the
possibility that Insight and Alpha Modus may be adversely affected
by other economic, business, and/or competitive factors; (12) risks
relating to the uncertainty of the projected financial information
with respect to Alpha Modus; (13) risks related to the organic and
inorganic growth of Alpha Modus’ business and the timing of
expected business milestones; (14) the amount of redemption
requests made by Insight’s stockholders; and (15) other risks and
uncertainties indicated from time to time in the Registration
Statement relating to the proposed Business Combination, including
those enumerated under “Risk Factors” therein, and in Insight’s
other filings with the SEC. Insight cautions that the foregoing
list of factors is not exclusive. Insight and Alpha Modus caution
readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Insight and Alpha
Modus do not undertake or accept any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements to reflect any change in their expectations or any
change in events, conditions, or circumstances on which any such
statement is based.
Contacts:
Insight Acquisition Corp.Cody SlachGateway
Group+1(949) 574-3860 INAQ@gateway-grp.com
Alpha Modus Shannon DevineMZ
Group+1(203) 741-8841shannon.devine@mzgroup.us
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