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YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of incorporation, we have until February 17, 2023 (or 18 months following our initial public offering) to consummate a business combination unless we further extend the period of time to consummate ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. date and to liquidate your investment, public security holders may be forced to sell their public shares or warrants, potentially at a loss. Our public stockholders may not be afforded an opportuni...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. holder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described elsewhe...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , Nasdaq rules currently allow us to engage in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder approval if we were seeking to issue more than 20% of o...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. or guidelines disclosed in this Annual Report although we have no current intention to do so. Accordingly, investors may be making an investment in our company without any basis on which to evaluate...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. sponsor loaned us $1.5 million in order to cover the additional contribution to the trust account in connection with the automatic extension of the deadline to complete our initial business combinat...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. be used for such repayment. We believe that such funds will be sufficient to allow us to operate through February 17, 2023 (unless we further extend the period of time to consummate a business combi...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. are not obligated to, loan us funds, from time to time or at any time, in whatever amount that they deem reasonable in their sole discretion for our working capital needs. Each loan would be non-int...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and the Market Value i...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. that our success depends on the continued service of our key personnel, at least until we have consummated our initial business combination. We cannot assure you that any of our key personnel will r...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ained. Although some of our key personnel may serve in senior management or advisory positions following a business combination, it is likely that most, if not all, of the management of the target bu...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to acquire. We may consummate a business combination with a target business in any geographic location or industry we choose. We cannot assure you that our officers and directors will have enough e...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. how much time to devote to our affairs. We do not intend to have any full-time employees prior to the consummation of our initial business combination. The foregoing could have a negative impact on ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. combination. Additionally, we will pay the representative a cash fee equal to 1.0% of the total consideration payable in the proposed business combination if the representative introduces us to the ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. a tender offer may not allow us to effectuate the most desirable business combination or optimize our capital structure. If our business combination requires us to use substantially all of our cash...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. higher than desirable levels. This may limit our ability to effectuate the most attractive business combination available to us, if we are able to consummate a business combination at all. 22 In c...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ability to seek redemption while voting in favor of our proposed business combination may make it more likely that we will consummate a business combination. The exercise by our board of directors ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. course of Rezolve’s business, a request by Rezolve to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement, or the occurrence of other events that ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. what we may believe is best for ourselves in determining whether or not to take the requested action. We do not have a specified maximum redemption threshold. The absence of such a redemption thres...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. immediately prior to or upon consummation of our initial business combination. Our current stockholders will experience immediate dilution as a consequence of the issuance of shares in Rezolve as c...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. including its convertible noteholders) will own approximately 88.8% of Rezolve. The minority position of the former Armada stockholders will give them limited influence over the management and operat...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. at all, to demand that we redeem his shares into a pro rata share of the trust account as of two business days prior to the consummation of the initial business combination. We may require public st...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. called to approve a proposed business combination, we require public stockholders who wish to redeem their shares to comply with specific requirements for redemption, such redeeming stockholders may...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. when you wish to, even while other stockholders that did not seek redemption may be able to sell their securities. Because of our structure, other companies may have a competitive advantage and we ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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 will be limited by our availabl...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. In rec...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. combination. In addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available ta...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. it more difficult and more expensive for us to negotiate and complete an initial business combination. In recent months, the market for directors’ and officers’ liability insurance for special purp...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. officers’ liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors. In addition, even after we were to comp...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. a price that is less than the prevailing market price of our shares at that time. In connection with our initial business combination, we may issue shares to investors in private placement transact...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. outbreak and other events, and the status of debt and equity markets. In December 2019, a novel strain of coronavirus surfaced in Wuhan, China and has spread throughout the world, including the Uni...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) could adversely affect, the economies and financial markets worldwide, and the business of any p...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to contain COVID-19 or treat its impact, among others. While vaccines for COVID-19 are being, and have been, developed, there is no guarantee that any such vaccine will be durable and effective cons...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. other risks described in this “Risks Factors” section, such as those related to the market for our securities and cross-border transactions. In addition, our ability to consummate a transaction may...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of the warrants were negotiated between us and the representative. Factors considered in determining the prices and terms of the units, including the shares of common stock and warrants underlying t...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. olve may be required to take write-downs or write-offs, restructuring and impairment, or other charges that could materially adversely affect its financial condition, results of operations and stock ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. consistent with our preliminary risk analyses. Even though these charges may be noncash items and not have an immediate impact on the liquidity of Rezolve, the incurrence of charges of this nature c...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. into negotiations concerning a business combination will be aware of this requirement. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing t...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. have until February 17, 2023 to consummate a business combination (for a total of 18 months from our initial public offering to complete a business combination) without submitting such proposed exte...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , directors or their affiliates. In all other instances, we will have no obligation to obtain an opinion. Accordingly, investors will be relying solely on the judgment of our board of directors in ap...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. even if an agreement is reached relating to a specific target business, we may fail to consummate the business combination for any number of reasons including those beyond our control. Any such even...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. iffs and trade barriers; regulations related to customs and import/export matters; longer payment cycles; tax issues, such as tax law changes and variations in tax laws as compared to the United S...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. not be able to enforce our legal rights. If we effect a business combination with a company located outside of the United States, the laws of the country in which such company operates will govern ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of our assets would be located outside of the United States and some of our officers and directors might reside outside of the United States. As a result, it may not be possible for investors in the...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement discl...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. our stockholders with financial statements prepared in accordance with IFRS, such financial statements will need to be audited in accordance with U.S. GAAP at the time of the consummation of the bus...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ; or (2) of any results with respect to any initial business combination we may consummate. You should not rely on the historical record of our management team as indicative of the future performance...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the for...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. able to successfully or efficiently manage Rezolve’s transition to being a public company. 29 As a public company, Rezolve will be subject to the reporting requirements of the Exchange Act, the Sa...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ICFR for the purposes of such reporting requirements, and Rezolve’s management team will need to devote a substantial amount of time to these compliance initiatives and may need to add personnel in ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. its management on its ICFR, which, after it is no longer an emerging growth company, must be accompanied by an attestation report on ICFR issued by its independent registered public accounting firm....
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. a timely basis, could increase its operating costs and could materially impair its ability to operate its business. Moreover, effective internal controls are necessary for Rezolve to produce reliabl...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce such indemnification obliga...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Our sponsor has waived its right to redeem its founder shares or any other shares purchased in this offering or thereafter, or to receive distributions from the trust account with respect to its foun...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. contractual obligations and may in the future become affiliated with other entities engaged in business activities similar to those intended to be conducted by us. Accordingly, they may have conflic...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. similar business, including another blank check company that may have acquisition objectives that are similar to ours. Accordingly, they may have conflicts of interest in determining to which entity...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. holder vote, in particular because our initial shareholders will own a higher interest in us than most other similarly structured blank check companies. Upon consummation of our initial public offer...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. or shares of common stock in the open market or in private transactions. However, our sponsor, officers, directors, or their affiliates could determine in the future to make such purchases in the op...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. shares are voted in favor of the transaction and that none of the sponsor and our officers or directors purchase any public shares in the offering or the aftermarket), we would need 5,547,000 of our...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. combination, no affirmative votes from other public stockholders would be required to approve our initial business combination. However, because our anchor investors are not obligated to continue ow...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. will be an annual meeting of stockholders to elect new directors prior to the consummation of a business combination, in which case all of the current directors will continue in office until at leas...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. control at least until the consummation of a business combination. Risks Relating to Our Securities The value of the founder shares following completion of our initial business combination is like...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. would have an aggregate implied value of $50,875,000. Even if the trading price of our common stock was as low as $0.91 per share, the value of the founder shares would be equal to the sponsor’s ini...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. -established target business. For the foregoing reasons, you should consider our management team’s financial incentive to complete an initial business combination when evaluating whether to redeem yo...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. As a result, we may not be able to meet Nasdaq’s continued listing standards. See “ – Nasdaq may delist our securities from quotation on its exchange which could limit investors’ ability to make tra...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. would not need any additional public shares sold in this offering to be voted in favor of our initial business combination to have our initial business combination approved. Moreover, although the a...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. transaction with a SPAC with less concentrated ownership. Since our anchor investors acquired an interest in founder shares from our sponsor in connection with the closing of our initial public off...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. shares for a price of $0.006 per share, and assuming each warrant has no value and without taking into account any liquidity discount on the founder shares, the anchor investors will be paying an ef...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , as discussed above, if the anchor investors retain a substantial portion of their interests in our public shares and if the anchor investors vote those public shares in favor of a business combinat...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. extent we issue shares of common stock to effect a business combination, the potential for the issuance of a substantial number of additional shares upon exercise of these warrants could make us a l...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ution to your holdings. We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. We have the ability to redeem...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. entire period thereafter until the time we redeem the warrants, we have an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. You will not be permitted to exercise your warrants unles...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which r...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. exemption. In no event will warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issua...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. will cause holders to receive fewer shares of common stock upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash. If we call our p...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. rights, it may have an adverse effect on the market price of our shares of common stock and the existence of these rights may make it more difficult to effect a business combination. The holders of...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. these additional securities trading in the public market may have an adverse effect on the market price of our securities. In addition, the existence of these rights may make it more difficult to ef...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. business combination. Additionally, in connection with our initial business combination, it is likely that Nasdaq will require us to file a new initial listing application and meet its initial listi...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. our shares of common stock are “penny stock” which will require brokers trading in our shares of common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading acti...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, th...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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 securities are so listed, Rezolve may be unable to maintain the li...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. entitled to protections normally afforded to investors of blank check companies. Since the net proceeds of this offering and the sale of the private shares are intended to be used to complete a bus...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. or protections of those rules which would, for example, completely restrict the transferability of our securities, require us to complete a business combination within 18 months of the effective dat...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. any merger or acquisition so as to minimize taxes both to the acquired business and/or asset and us, such business combination might not meet the statutory requirements of a tax-free reorganization,...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. domestic corporation beginning in 2023, with certain exceptions (the “Excise Tax”). The U.S. 36 Department of Treasury has been given authority to provide regulations and other guidance to carry o...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. extend the time to consummate an initial business combination, unless an exemption is available or the fair market value of stock repurchased or redeemed is offset by other equity issuances occurrin...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. able to exercise such warrants on a “cashless basis.” If we do not file and maintain a current and effective prospectus relating to the common stock issuable upon exercise of the warrants at the ti...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. uable upon exercise of the warrants is available. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to file and maintain a current and effe...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. exercisable and we will not be obligated to issue shares of common stock unless the shares of common stock issuable upon such exercise has been registered or qualified or deemed to be exempt under t...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement will provide that the terms of the warrants may be amended without the consent o...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securit...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counse...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. a diversion of the time and resources of our management and board of directors. If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share redemption pr...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of our public stockholders. If we are unable to co...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ity 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...