text stringlengths 198 2.89k |
|---|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
or
... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
03
Address of Principal Executive Offices
Zip Code
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Sym... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapte... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elec... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
of the registrant
was $
(based on the closing price of the registrant’s Common Stock on that date as reported on Nasdaq).
At December 13, 2022, there were
TABLE OF CONTENTS
CAUTIONARY NOTE REG... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
AND ISSUER PURCHASES OF EQUITY SECURITIES
44
ITEM 6. [RESERVED]
45
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
45
ITEM 7A. QUANTITATIVE AND QU... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
CLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
54
PART III
55
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
55
ITEM 11. EXECUTIVE COMPENSATION
62
ITEM 12.... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
16. FORM 10-K SUMMARY
69
SIGNATURES
73
Unless otherwise stated in this Annual Report on Form 10-K for the year ended September 30, 2022 (this “Form 10-K”), references to:
“Armada,” “we,” “us,” “... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
by our sponsor in a private placement prior to our initial public offering;
“initial stockholders” are to holders of our founder shares prior to our initial public offering;
“management” or our “m... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
market) and to any private placement warrants or warrants issued upon conversion of working capital loans that are sold to third parties that are not our sponsor or executive officers or directors (... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumption... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
, our officers, key employees or directors following our initial business combination;
our officers and directors allocating their time to other businesses and potentially having conflicts of intere... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
held in the trust account; or
our financial performance following this offering or following our initial business combination.
The forward-looking statements contained in this Form 10-K are based ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a res... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
“final prospectus”) that while we may pursue an initial business combination target in any business or industry, we intended to concentrate our efforts identifying businesses in the FinTech industry... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
many other potential targets will continue to emerge. We believe that these potential targets exhibit a diverse range of business models and growth characteristics, ranging from high-growth companie... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
a business combination outside of that industry. We will seek to acquire established businesses that we believe are fundamentally sound but potentially in need of financial, operational, strategic o... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
”) and the other parties thereto, which we amended on November 10, 2022 (such business combination agreement, as amended, the “Business Combination Agreement,” and such business combination, the “Bus... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
001 each and (b) part of the amount standing to the credit of the share premium account of Rezolve shall be applied in paying up additional Ordinary Shares of £0.001 each in Rezolve to be allocated t... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Sub shall be merged with and into Armada whereupon Rezolve Merger Sub will cease to exist and with Armada surviving the Merger as a subsidiary of Rezolve; and (b) Armada shall loan all of its remain... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
(x) $1,750,000,000 by (y) $10.00 minus (B) the Outstanding Warrant Number (as defined in the Business Combination Agreement).
Upon the closing of the transactions, it is expected that the Combined ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
a summary of the key amendments:
Structure of the Business Combination
The Amendment amends the Business Combination Agreement so that Rezolve is substituted for Cayman Newco as applicable. As a r... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Combination Agreement if the Business Combination was not consummated by August 31, 2022 (the “Termination Date”). The Amendment extended the Termination Date to the later of (i) January 31, 2023 or... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
000,000). The Amendment deleted this provision in its entirety.
Incentive Plan
Under the Amendment, Armada and Rezolve agreed and acknowledged that following June 30, 2023, the Board has the right ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
ation of which remains subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others, a registration statement of Rezolve becoming e... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
models, including direct-to-consumer and business-to-business services as well as scalable networks, consumer engagement services, open platform technologies and robust ecosystems. Our management te... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
2021, NASDAQ: CTLP), a publicly traded FinTech company (“USAT”), of which Mr. Herbert served as Chairman and Chief Executive Officer for eight years (and as an executive officer prior thereto) and Mr... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
approximately $170 million on an annualized basis, customer connections grew from 135 to 1.2 million, customers grew from approximately 135 to 20,000, annual transaction processing dollars grew from... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
following awards: Frost and Sullivan for Customer Value Leadership in the Integrated Financial Services and Retail Market, IoT Evolution Smart Machines Innovation, and a Deloitte Fast 500 Company. P... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
a one year period and was subject to a non-compete and a non-solicitation of clients, customers and employees during such one year period. Commencing in October 2020, Mr. Herbert has focused on the ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
to file certain of its periodic reports within the time period required by Nasdaq, and USAT’s shares were suspended from trading on Nasdaq on September 26, 2019 and were subsequently relisted on Nas... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
the Dilworth Paxson law firm and has been the founder and President of the Lurio & Associates, P.C. law firm since 1991 which specializes in corporate and securities law. He was counsel and a Direct... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
White and Thomas (Tad) A. Decker. Our independent directors have highly relevant experiences and skill sets, including prior independent Board experience at United States listed companies, significa... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
implementations in physical stores and online. He was the President and Board member of ViVOtech (acquired by Sequent Software, Inc. in August 2012) from the time he founded it in May 2001 until Aug... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
VeriFone (acquired by Hewlett Packard in 1997) that lead the effort to make Magnetic Stripe Cards the primary payment media for in-store payments, Smart Cards to be secured payment media for in-stor... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
8, which provided mobile payment solutions, and which was acquired by VISA in October 2020. Mr. Khan is the inventor of more than 40 United States patents which have been granted by the United States... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
attorneys. He served as Chief Executive Officer of the firm from 2007 to 2012, and as Managing Partner from May 2000 until 2004. From 2004 until 2007, he served as inaugural Chairman of the Pennsylv... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
acquisition activities during his tenures at Saint-Gobain Corporation and Unisource Worldwide, Inc. Since 2004, he has served on the Board of Directors of Actua Corporation (Nasdaq: ACTA), including... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
2019, he served as Global Chief Supply Chain Officer at Molson Coors Brewing Company (NYSE: TAP), one of the largest global brewers with more than 40 breweries in the United States, Canada, Europe an... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
2004 to 2010. He served in various senior operational roles at Silgin White Corp. from 1984 until 1990, M&M/Mars from 1990 until 1993, and Campbell Soup Company (NYSE: CPB) from 1993 until 1998. In J... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
with urban youth, based in Denver, Colorado. He is also a member of the Bradley University Board of Trustees.
We believe that our management team’s extensive relationships across the financial tech... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
guarantee of either: (i) success with respect to any business combination we may consummate; or (ii) success with respect to any business combination we may consummate. No member of our management t... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
been a rise in the level of sophistication and interconnectivity between innovative technology and financial services providers, and we expect this trend to continue and accelerate.
There has been ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
dynamics and further consolidation opportunities. Key business characteristics include high barriers to entry, low risk of technological obsolescence and public market-ready scale. Key financial met... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
e-commerce and loyalty solutions; and the public company readiness of the potential business combination targets, including the experience and composition of the management teams of the potential bu... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
business models and the addition of our operational, financial, transactional and legal expertise and networks;
Is in need of a flexible, creative or opportunistic structure where we can deliver ad... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
we believe can be enhanced based on our analysis and due diligence review.
We believe we are offering the following benefits to Rezolve:
Partnership with our management team members who have exten... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
future acquisitions and growth;
Ability for management team to retain control and focus on growing the business; and
Opportunity to motivate and retain employees using stock-based compensation.
N... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
terms of our amended and restated certificate of incorporation and the trust agreement between us and Continental Stock Transfer & Trust Company, our sponsor or its affiliates or designees deposited... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment.
Our Acquisition Proces... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-cur... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
agreement to enter into the initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion fr... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
provide our public stockholders with the opportunity to sell their shares of our common stock to us through a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Deposit/Withdrawal At Custodian) System prior to a date set forth in the proxy materials sent in connection with the proposal to approve the business combination.
There is a nominal cost associated ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
prior to the consummation of the proposed business combination and the proposed business combination is not consummated this may result in an increased cost to stockholders.
The proxy solicitation ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
in a matter of hours by simply contacting the transfer agent or his broker and requesting delivery of his shares through the DWAC System, we believe this time period is sufficient for an average inv... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
expected to vote their public shares in favor of our initial business combination, no affirmative votes from other public stockholders are expected to be required to approve our initial business com... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
approve our initial business combination. These quorum and voting thresholds, and the voting agreement of our sponsor, may make it more likely that we will consummate our initial business combinatio... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we wi... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, inclu... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
for claims of creditors and the requirements of other applicable law.
11
Our sponsor, officers and directors have agreed that they will not propose any amendment to our amended and restated certif... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
payable, divided by the number of then outstanding public shares. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, executive off... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporat... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
a liquidation distribution.
Because we will not be complying with Section 280 of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation Law requires us to adopt a ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
and any prospective target businesses enter into agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account. As a result, ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
other vendors, service providers and prospective target businesses will
12
execute such agreements. Nor is there any guarantee that, even if they execute such agreements with us, they will not see... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
obligations and believe that our sponsor’s only assets are securities of our company. Therefore, we believe it is unlikely that our sponsor will be able to satisfy its indemnification obligations if... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
, if we liquidate, the per-share distribution from the trust account could be less than $10.00 due to claims or potential claims of creditors.
We anticipate notifying the trustee of the trust accoun... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
ation from our remaining assets outside of the trust account. If such funds are insufficient, our sponsor has contractually agreed to advance us the funds necessary to complete such liquidation (curr... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
stockholders.
Our public stockholders shall be entitled to receive funds from the trust account only in the event of our failure to complete a business combination within the required time period, ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return to our public stockh... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
unless we further extend the period of time to consummate a business combination), this may be viewed or interpreted as giving preference to our public stockholders over any potential creditors with... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
ation of our initial business combination. On November 10, 2022, we exercised the automatic extension of the deadline for us to complete an initial business combination under our second amended and r... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
shares if we do not complete a business combination by February 17, 2023, we will provide dissenting public stockholders with the opportunity to redeem their public shares in connection with any suc... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination or do not vote at all, into their pro rata share of the aggreg... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
mation of such business combination and, if we seek stockholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the business combination;
if our initial bu... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
combination; and
prior to our initial business combination, we may not issue additional stock that participates in any manner in the proceeds of the trust account, or that votes as a class with the... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
target businesses that we could acquire with the net proceeds of this offering and the sale of the private shares, our ability to compete in acquiring certain sizable target businesses may be limite... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
access to the United States public equity markets may give us a competitive advantage over privately held entities having a similar business objective as ours in acquiring a target business with sig... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
a letter agreement between us and our sponsor. We believe, based on rents and fees for similar services, that the fee charged by our sponsor is at least as favorable as we could have obtained from a... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
business and negotiating and processing the business combination (and consequently spend more time on our affairs) than had been spent prior to locating a suitable target business. We presently expe... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
financial statements of the prospective target business as part of any proxy solicitation materials or tender offer documents sent to stockholders to assist them in assessing the target business. Th... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with t... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
anticipated in the forward-looking statements as a result of specific factors, including the risks described below.
SUMMARY OF RISK FACTORS
The following is a summary of the principal risks descri... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
us to operate through at least February 17, 2023 (unless we further extend the period of time).
Provisions of our warrant agreement may make it more difficult for us to consummate an initial busine... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
We anticipate that we will only be able to complete one business combination and will be be solely dependent on a single business.
The redemption rights of our stockholders may not allow us to effec... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
a consequence of the issuance of shares in Rezolve as consideration in the business combination and minority share position may reduce the influence that our public stockholders have on the manageme... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
attractive business combination.
Competition for attractive business combination targets could increase the cost of our initial business combination and could even result in our inability to find a... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
, restructuring and impairment, or other charges that could materially adversely affect its financial condition, results of operations and stock price, which could cause you to lose some or all of yo... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
applicable to such company will likely govern all of our material agreements impacting our ability to enforce our legal rights.
17
We will not be able to complete a business combination with prosp... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
enforce our sponsor’s indemnification obligations, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.
Our officers and direc... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
is substantially less than $10.00 per share.
Our anchor investors have purchased approximately 99% of the units sold in our initial public offering. As a result, the trading volume, volatility and ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
that is disadvantageous to you, thereby making your warrants worthless.
You will not be permitted to exercise your warrants unless we register and qualify the underlying common stock or certain exe... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
subject us to additional trading restrictions.
18
Rezolve will be required to meet the initial listing requirements to be listed on Nasdaq, which it may not be able to do. Even if Rezolve’s securi... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
warrants on a “cashless basis.”
An investor will only be able to exercise a warrant if the issuance of shares of common stock upon such exercise has been registered or qualified or is deemed exempt... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
company.
If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share redemption price received by stockholders may be less than $10.00.
Our stockholders... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders... |
End of preview. Expand in Data Studio
- Downloads last month
- 7