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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. 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...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. return to our public stockholders at least $10.00. 38 Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them. Following the exe...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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, including any interest not previo...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of creditors and the requirements of other applicable law. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could po...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the trust account to ou...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. reasons. We may issue shares of our capital stock or debt securities to complete a business combination, which would reduce the equity interest of our stockholders and likely cause a change in cont...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. shares of preferred stock issued and outstanding. Although we have no commitment as of the date of this Annual Report, we may issue a substantial number of additional shares of common stock or share...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and may adversely...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding. If we incur ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. As a result, at a given annual meeting only a minority of the...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. Our amended and restated certificate of incorporati...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party d...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers or employees, which may discourage lawsuits with res...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. financial condition. Our amended and restated certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. Section ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. evaluate our ability to achieve our business objective. We are a newly formed company with no operating results to date. Since we do not have an operating history, you will have no basis upon which...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ,327. Further, we expect to incur significant costs in pursuit of financing plans and our initial business combination. Management’s plans to address this need for capital are discussed in the sectio...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. business combination. A company that, among other things, is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, owning, trad...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obl...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. registration as an investment company; adoption of a specific form of corporate structure; and reporting, record keeping, voting, proxy, compliance policies and procedures and disclosure requiremen...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interp...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor att...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. March 31 before that time, in which case we would no longer be an emerging growth company as of the following September 30. We cannot predict whether investors will find our securities less attracti...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Additionally, we are a “smaller...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. shares held by non-affiliates equals or exceeds $700 million as of the prior March 31. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our fina...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. acy of our internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties and/or stockholder litigation. Any inability to provide reliable financial reports could harm our...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. processes and reporting in the future, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internal controls could also cause investors to lose confidenc...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. in their capacity as such. 43 ITEM 4. MINE SAFETY DISCLOSURES None. Part II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Each Unit consists of one share of Common Stock and one half of one Redeemable Warrant. Each warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share,...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 2. Units(AACIU) Common Stock(AACI) Warrants (AACIW) High Low High Low High Low Year ended September 30, 2022: Quarter ended December 31, 2021 10.53 9.80 9.89 9.34 N/A N/A Quarter en...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 10.10 9.86 N/A N/A (b) Holders At December 13, 2022, there were 1 holder of record of our Units, 8 holders of record of our separately traded common stock, and 1 holder of record of our separate...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of directors. In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtednes...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. References to the “Company,” “us” or “we” refer to Arm...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some case...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , reorganization or other similar business combination with one or more businesses. On August 17, 2021, we consummated our IPO of 15,000,000 units, at $10.00 per unit, generating gross proceeds of $...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. within the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 1...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject (in the case of ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ger Sub, Inc., a Delaware corporation (“Rezolve Merger Sub”) (such business combination agreement, the “Business Combination Agreement,” and such business combination, the “Business Combination”). P...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. following the effectiveness of such transfers, the Key Company Shareholders will own the same proportionate equity interests of Cayman NewCo that such Key Company Shareholders owned immediately befo...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Cayman NewCo all of his, her or its respective shares of Cayman NewCo received in exchange for his, her or its applicable pro rata portion of the aggregate stock consideration); and following the C...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. NewCo to fund working capital and transaction expenses. Pursuant to the Merger, all of the outstanding securities of Armada will be converted into the right to receive an equivalent number of securi...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Shares are not already issued on or prior to the Company Reorganization Date), and (ii) the combined company will pay or cause to be paid all of the transaction expenses. The consummation of the Bu...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of Cayman NewCo (together, the “Subscriptions”), for a purchase price of $10.00 per share, for an aggregate purchase price of $20.5 million to be issued substantially concurrently with the consummat...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of the Business Combination The Amendment amends the Business Combination Agreement so that Rezolve is substituted for Cayman Newco as applicable. As a result of this amendment, Cayman Newco is no ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. consummated by August 31, 2022 (the “Termination Date”). The Amendment extended the Termination Date to the later of (i) January 31, 2023 or (ii) fifteen (15) days prior to the last date on which Ar...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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 to increase the number of Rezolve sh...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Results of Operations For the year ended September 30, 2022, we had a net loss of $3,622,794, which consisted of formation and operating costs of $4,391,263, stock-based compensation of $111,852, an...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the deadline for us to complete an initial business combination under our second amended and restated certificate of incorporation, we have until February 17, 2023 (or 18 months following our initia...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company but n...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Delaware law to provide for claims of creditors and the requirements of other applicable law. As of September 30, 2022, the Trust Account has released $182,069 to the Company to pay tax obligations....
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. idity and Capital Resources As of September 30, 2022, we had cash outside our Trust Account of $177,578, available for working capital needs. All remaining cash was held in the Trust Account and is ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. with the IPO, the underwriters were granted a 45-day option from the date of the prospectus for the IPO to purchase up to 2,250,000 additional units to cover over-allotments, if any. On October 1, 2...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Company to fund its working capital needs. The loan is evidenced by two promissory notes in the aggregate principal amount of $483,034 from the Company, as maker, to the Sponsor, as payee. The promi...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the Company for the payment of Delaware franchise taxes. Armada Acquisition Corp. I utilized the interest earned on the Trust Account to repay the promissory note, $120,000 of which was distributed ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. . Treasury Bills with a maturity of 185 days or less and in money market funds which invest in U.S. Treasury securities. Interest income on the balance in the Trust Account may be used by us to pay t...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the Trust Account, including any amounts representing interest earned on the Trust Account to complete our initial business combination. We may withdraw interest to pay our taxes and liquidation exp...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. expect the interest earned on the amount in the Trust Account will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to comp...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. not close, we may use a portion of proceeds held outside the Trust Account to repay the loans, but no proceeds held in the Trust Account would be used to repay the loans. Such loans would be evidenc...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. plans which raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquida...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. our initial business combination and $0.45 million dollars for working capital purposes. However, if our estimates of the operating 49 costs are less than the actual amount necessary to do so, we ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. forced to cease operations and liquidate the Trust Account. Critical Accounting Policies The preparation of these financial statements in conformity with US GAAP requires management to make estima...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are cl...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. amount to redemption book value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital. Net Loss Per Common Stock Armada Acquisition Co...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 7,500,000 shares of common stock in the aggregate. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or conv...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. . Off-Balance Sheet Arrangements; Commitments and Contractual Obligations We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participa...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. space, secretarial and administrative services not to exceed $10,000 per month from the date of closing of the Public Offering. Upon completion of a business combination or the Company’s liquidation...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. August 18, 2021, we paid to CCM an aggregate of $1,500,000. CCM has agreed to defer the payment of the portion of the advisory fee attributable to over-allotment option until the consummation of the...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. not payable to CCM by the Company. Business Combination Marketing Agreement We engaged the representative of the underwriter as an advisor in connection with Business Combination to assist in hold...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the initial Business 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 ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Business Combination or the liquidation of the Trust Account if the Company fails to consummate a Business Combination during the required time period. Registration Rights The holders of the Found...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Shares and shares issued to the Sponsor, offi...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status.  (and are entitled to an additional $225,000 of deferred underwriting commission payable at the time of an initial Business Combination if the underwriters’ over-allotment is exercised in full). On O...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. On November 10, 2022 Armada and Rezolve entered into a First Amendment to the Business Combination Agreement (the “Amendment”), to among other things, extend the date on which either party to the Bus...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to (a) vote in favor of the Company Reorganization (b) vote in favor of the Business Combination Agreement and the agreements contemplated thereby and the transactions contemplated thereby, (c) ente...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. F-3 Statements of Operations F-4 Statements of Changes in Stockholders’ (Deficit) Equity F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7 to F-22 F-1 Table of Contents RE...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 30, 2022 and for the period from November 5, 2020 (inception) through September 30, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financia...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. more fully described in Note 1, the Company’s business plan is dependent on the completion of a business combination and the Company’s cash and working capital as of September 30, 2022 are not suffi...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance w...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 2 Table of Contents ARMADA ACQUISITION CORP. I BALANCE SHEETS September 30, 2022 September 30, 2021 Assets Cash 177,578 657,590 Prepaid expenses 61,942 259,580 Total current assets 239,...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 150,000 25,671 Income tax payable 145,621 Promissory Notes-Related Party 251,754 Accrued offering costs 89,889 Total current liabilities 3,684,910 209,027 Commitments and Contingencies (No...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. issued or outstanding Common stock, $0.0001 par value; 100,000,000 shares authorized, 5,709,500 and 6,834,500 shares issued and outstanding (excluding 15,000,000 shares subject to possible redempti...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ,119,504 The accompanying notes are an integral part of these financial statements. F-3 Table of Contents ARMADA ACQUISITION CORP. I STATEMENTS OF OPERATIONS For the year ended September 30, 20...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 052 Loss before income tax provision (3,477,173 (468,899 Income tax provision (145,621 Net loss (3,622,794 (468,899 Basic and diluted weighted average shares outstanding, common stock subjec...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ADA ACQUISITION CORP. I STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY Common Stock Additional Accumulated Total Stockholders’ Shares Amount Paid-in Capital Deficit (Deficit) Equit...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Fair value of warrants included in the 15,000,000 Units sold through public offering, net of offering costs 11,424,074 11,424,074 Stock-based compensation 285,846 285,846 Subsequent remeasureme...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. easurement of common stock subject to possible redemption (548,862 (548,862 Net loss (3,622,794 (3,622,794 Balance as of September 30, 2022 5,709,500 570 941,796 (4,091,693 (3,149,327 The...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Activities: Net loss (3,622,794 (468,899 Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on cash and marketable securities held in Trust Account (1,...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Principal deposited in Trust Account (150,000,000 Net cash provided by (used in) investing activities 182,069 (150,000,000 Cash Flows from Financing Activities: Proceeds from 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. 419 Net change in cash (480,012 657,590 Cash, beginning of the period 657,590 Cash, end of the period 177,578 657,590 Supplemental disclosure of noncash investing and financing activities S...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. I (the “Company”) is a blank check company incorporated as a Delaware corporation on  As of September 30, 2022, the Company had not commenced any operations. All activity for the period from Novemb...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Sponsor LLC (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on August 12, 2021 (the “Effective Date”). On August 17, 2021, the Company commenced the IPO of  ...