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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.
, 2022, there were no amounts outstanding under any Working Capital Loans. Armada Acquisition Corp. I has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.
In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through February 17, 2023, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Risks and Uncertainties
Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry, the geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities and the status of debt and equity markets, as well as protectionist legislation
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Risks and Uncertainties
Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry, the geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities and the status of debt and equity markets, as well as protectionist legislation in our target markets and has concluded that while it is reasonably possible that it could have a negative effect on the Company’s financial position, results of its operations and/or that of Rezolve’s or any other target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal
Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal
Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or
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otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of the Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of the Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.
Note 2 - Significant Accounting Policies
Basis of Presentation
The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
the Company’s ability to complete a Business Combination.
Note 2 - Significant Accounting Policies
Basis of Presentation
The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows.
Emerging Growth Company Status
Armada Acquisition Corp. I is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart the Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from 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 attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
Act”), as modified by the Jumpstart the Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from 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 attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared 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 can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Armada Acquisition Corp. I has elected not to opt out of such extended
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
private companies (that is, those that have not had a Securities Act registration statement declared 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 can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Armada Acquisition Corp. I has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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 the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
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Cash and Cash Equivalents
Armada Acquisition Corp. I considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Armada Acquisition Corp. I had $
Investment Held in Trust Account
As of September 30, 2022, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of
Armada Acquisition Corp. I classifies its US Treasury bills as held-to-maturity in accordance with FASB ASC Topic 320 “Investments—Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
As of September 30, 2022, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of
Armada Acquisition Corp. I classifies its US Treasury bills as held-to-maturity in accordance with FASB ASC Topic 320 “Investments—Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.
A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee,
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates.
Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the unaudited condensed statements of operations. Interest income is recognized when earned.
The carrying value, excluding gross unrealized holding loss, and fair value of held to maturity securities on September 30, 2022 are as follows:
Carrying Value as of September 30, 2022
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value as of September 30, 2022
Cash
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
retion are included in the “interest income” line item in the unaudited condensed statements of operations. Interest income is recognized when earned.
The carrying value, excluding gross unrealized holding loss, and fair value of held to maturity securities on September 30, 2022 are as follows:
Carrying Value as of September 30, 2022
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value as of September 30, 2022
Cash
320
320
U.S. Treasury Bills
150,844,605
19,242
150,863,847
150,844,925
19,242
150,864,167
As of September 30, 2021, the assets held in the Trust Account were held in a money market fund, which were classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations.
The estimated fair values of investments held in the Trust Account are determined using available market information and are characterized as Level 1 investments within the fair value hierarchy under
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
in the Trust Account were held in a money market fund, which were classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations.
The estimated fair values of investments held in the Trust Account are determined using available market information and are characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as described below).
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value
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hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
Level 2, defined as inputs other than quoted prices
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
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hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
The fair value of certain of the Company’s assets and liabilities
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
The fair value of certain of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash, prepaid expenses, accrued offering costs and expenses, and promissory notes to related party are estimated to approximate the carrying values as of September 30, 2022 and 2021, due to the short maturities of such instruments.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $
Offering Costs Associated with IPO
Armada Acquisition Corp. I complies with the requirements of ASC 340-10-S99-1 and SEC Staff
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
approximate the carrying values as of September 30, 2022 and 2021, due to the short maturities of such instruments.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $
Offering Costs Associated with IPO
Armada Acquisition Corp. I complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A—“Expenses of Offering”. Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are related to the IPO. Armada Acquisition Corp. I incurred offering costs amounting to $
Common Stock Subject to Possible Redemption
Armada Acquisition Corp. I accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common 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 classified as temporary equity. At all
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common 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 classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. Armada Acquisition Corp. I’s shares of common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly,
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Armada Acquisition Corp. I recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital.
At September 30, 2022, the common stock reflected in the balance sheets are reconciled in the following table:
Gross Proceeds
150,000,000
Less: Proceeds allocated to Public
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
Armada Acquisition Corp. I recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital.
At September 30, 2022, the common stock reflected in the balance sheets are reconciled in the following table:
Gross Proceeds
150,000,000
Less: Proceeds allocated to Public Warrants
(11,700,000
Less: Issuance costs related to common stock
(3,261,589
Plus: Remeasurement of carrying value to redemption value
14,961,589
Common stock subject to possible redemption – September 30, 2021
150,000,000
Plus: Subsequent remeasurement of carrying value to redemption value – Trust interest income (excluding the amount that can be withdrawn from Trust Account)
548,862
Common stock subject to possible redemption – September 30, 2022
150,548,862
Net Loss Per Common Stock
Armada Acquisition Corp. I complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per common stock
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
, 2021
150,000,000
Plus: Subsequent remeasurement of carrying value to redemption value – Trust interest income (excluding the amount that can be withdrawn from Trust Account)
548,862
Common stock subject to possible redemption – September 30, 2022
150,548,862
Net Loss Per Common Stock
Armada Acquisition Corp. I complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for the period. Remeasurement adjustments associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates fair value.
The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the IPO because the warrants are contingently exercisable, and the contingencies have not yet been met. The warrants are exercisable to purchase
Accretion of the carrying value of common stock subject to redemption value is excluded from net loss per common stock because the redemption value approximates fair value.
For the year ended September 30, 2022
For the period from November 5, 2020 (inception
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
consider the effect of the warrants issued in connection with the IPO because the warrants are contingently exercisable, and the contingencies have not yet been met. The warrants are exercisable to purchase
Accretion of the carrying value of common stock subject to redemption value is excluded from net loss per common stock because the redemption value approximates fair value.
For the year ended September 30, 2022
For the period from November 5, 2020 (inception) through September 30, 2021
Common stock subject to redemption
Common stock
Common stock subject to redemption
Common stock
Basic and diluted net loss per share
Numerator:
Allocation of net loss
(2,624,009
(998,785
(160,012
(308,887
Denominator
Weighted-average shares outstanding
15,000,000
5,709,500
2,045,455
3,948,530
Basic and diluted net loss per share
(0.17
(0.17
(0.08
(0.08
Stock Based Compensation
On June 16, 2021, the Sponsor transferred
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cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
998,785
(160,012
(308,887
Denominator
Weighted-average shares outstanding
15,000,000
5,709,500
2,045,455
3,948,530
Basic and diluted net loss per share
(0.17
(0.17
(0.08
(0.08
Stock Based Compensation
On June 16, 2021, the Sponsor transferred
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was $
Income Taxes
Armada Acquisition Corp. I accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
Armada Acquisition Corp. I recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and 2021. Armada Acquisition Corp. I is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
Armada Acquisition Corp. I has identified the United States as its only “major” tax jurisdiction. Armada Acquisition Corp. I is subject to income taxation by major taxing authorities since inception. These
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and 2021. Armada Acquisition Corp. I is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
Armada Acquisition Corp. I has identified the United States as its only “major” tax jurisdiction. Armada Acquisition Corp. I is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. Armada Acquisition Corp. I’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Standards
In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simpl
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Armada Acquisition Corp. I continues to evaluate the impact of ASU 2020-06 to its financial statements.
Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Armada Acquisition Corp. I continues to evaluate the impact of ASU 2020-06 to its financial statements.
Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Note 3 – Initial Public Offering
On August 17, 2021, the Company consummated its IPO of
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The warrants will become exercisable
days after the completion of the initial Business Combination, and will expire
after the completion of the initial Business Combination or earlier upon redemption or liquidation (see Note 8)
Following the closing of the IPO and settlement of funds on August 17, 2021, $
Note 4 – Private Placement
Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of
Note 5 - Related Party Transactions
Founder Shares
On February 3, 2021, the Sponsor paid
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
the initial Business Combination, and will expire
after the completion of the initial Business Combination or earlier upon redemption or liquidation (see Note 8)
Following the closing of the IPO and settlement of funds on August 17, 2021, $
Note 4 – Private Placement
Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of
Note 5 - Related Party Transactions
Founder Shares
On February 3, 2021, the Sponsor paid $
The Sponsor, officers and directors have agreed not to transfer, assign or sell any Founder Shares held by them until the earliest of (A)
Additionally, upon consummation of the IPO, the Sponsor sold membership interests in the Sponsor to
Founder Shares to all
anchor investors, at a purchase price of approximately $
per share. Armada Acquisition Corp. I estimated the aggregate fair value of these founder shares attributable to each anchor investor to be $
, or $
per share. Armada Acquisition Corp. I has offset the excess of the fair value against the gross proceeds from these anchor investors as a reduction in its additional paid-in capital in accordance with Staff Accounting Bulletin Topic 5A.
Representative Common Stock
On February 8, 2021, EarlyBirdCapital, Inc. and Northland
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
anchor investors, at a purchase price of approximately $
per share. Armada Acquisition Corp. I estimated the aggregate fair value of these founder shares attributable to each anchor investor to be $
, or $
per share. Armada Acquisition Corp. I has offset the excess of the fair value against the gross proceeds from these anchor investors as a reduction in its additional paid-in capital in accordance with Staff Accounting Bulletin Topic 5A.
Representative Common Stock
On February 8, 2021, EarlyBirdCapital, Inc. and Northland Securities, Inc. (“Northland”) purchased
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approximately $
The
representative shares are identical to the public shares included in the Units being sold in the IPO, except that the representative shares are subject to certain transfer restrictions, as described in more detail below.
The holders of the representative shares have agreed not to transfer, assign or sell any such shares until
Promissory Notes-Related Party
On February 3, 2021, the Sponsor agreed to loan the Company up to $
On May 9, 2022, the Sponsor loaned the Company the aggregate amount of $
During July 2022, the Company fully repaid one of the promissory notes in the amount of $
Working Capital Loans
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
described in more detail below.
The holders of the representative shares have agreed not to transfer, assign or sell any such shares until
Promissory Notes-Related Party
On February 3, 2021, the Sponsor agreed to loan the Company up to $
On May 9, 2022, the Sponsor loaned the Company the aggregate amount of $
During July 2022, the Company fully repaid one of the promissory notes in the amount of $
Working Capital Loans
In order to meet the Company’s working capital needs following the consummation of the IPO, the Sponsor, officers, directors or their affiliates may, but are not obligated to, loan the Company funds (“Working Capital Loans”), from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be non-interest bearing and be evidenced by a promissory note. The notes would either be paid upon consummation of the initial Business Combination, without interest, or, at holder’s discretion,
up to
of the notes may be converted into shares at a price of $
per share. The shares would be identical to the Private Shares. In the event that the initial Business Combination does not close, the Company may use a portion
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
whatever amount they deem reasonable in their sole discretion. Each loan would be non-interest bearing and be evidenced by a promissory note. The notes would either be paid upon consummation of the initial Business Combination, without interest, or, at holder’s discretion,
up to
of the notes may be converted into shares at a price of $
per share. The shares would be identical to the Private Shares. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. As of September 30, 2022 and 2021,
such Working Capital Loans were outstanding.
Administrative Service Fee
Commencing on the date of the IPO, the Company will pay the Sponsor $
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liquidation, the Company will cease paying these monthly fees. During the year ended September 30, 2022 and for the period from November 5, 2020 (inception) through September 30, 2021, the Company paid $
Note 6 - Commitments & Contingencies
Registration Rights
The holders of the Founder Shares issued and
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
Commencing on the date of the IPO, the Company will pay the Sponsor $
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liquidation, the Company will cease paying these monthly fees. During the year ended September 30, 2022 and for the period from November 5, 2020 (inception) through September 30, 2021, the Company paid $
Note 6 - Commitments & Contingencies
Registration Rights
The holders of the Founder Shares issued and outstanding on the date of the IPO, as well as the holders of the representative shares, Private Shares and any shares the Company’s Sponsor, officers, directors or their affiliates may issue in payment of Working Capital Loans made to the Company, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the IPO. The holders of a majority of these securities (other than the holders of the representative shares) are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time 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
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
agreement to be signed prior to or on the effective date of the IPO. The holders of a majority of these securities (other than the holders of the representative shares) are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time 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 Company’s Sponsor, officers, directors or their affiliates in payment of Working Capital Loans made to the Company can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination. Armada Acquisition Corp. I will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters were paid a cash underwriting discount of
Financial Advisory Fee
Armada Acquisition Corp. I engaged Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), an affiliate of a member of the Sponsor, to provide consulting and advisory services in
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination. Armada Acquisition Corp. I will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters were paid a cash underwriting discount of
Financial Advisory Fee
Armada Acquisition Corp. I engaged Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), an affiliate of a member of the Sponsor, to provide consulting and advisory services in connection with the IPO, for which it received an advisory fee equal to one (
Business Combination Marketing Agreement
Armada Acquisition Corp. I engaged the representative of the underwriter as an advisor in connection with Business Combination to assist in holding meetings with the Company’s stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination and assist the Company with press releases and public filings in connection with the Business Combination. Armada Acquisition Corp. I will pay the representative a cash fee for such services upon the consummation of the initial Business Combination in
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an amount equal to
Right of First Refusal
If the Company determines to pursue any equity, equity-linked
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination and assist the Company with press releases and public filings in connection with the Business Combination. Armada Acquisition Corp. I will pay the representative a cash fee for such services upon the consummation of the initial Business Combination in
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an amount equal to
Right of First Refusal
If the Company determines to pursue any equity, equity-linked, debt or mezzanine financing relating to or in connection with an initial Business Combination, then Northland Securities, Inc. shall have the right, but not the obligation, to act as book running manager, placement agent and/or arranger, as the case may be, in any and all such financing or financings. This right of first refusal extends from the date of the IPO until the earlier of the consummation of an initial Business Combination or the liquidation of the Trust Account if the Company fails to consummate a Business Combination during the required time period.
Note 7 - Recurring Fair Value Measurements
As of September 30, 2022, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
any and all such financing or financings. This right of first refusal extends from the date of the IPO until the earlier of the consummation of an initial Business Combination or the liquidation of the Trust Account if the Company fails to consummate a Business Combination during the required time period.
Note 7 - Recurring Fair Value Measurements
As of September 30, 2022, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less and in money market funds which invest in U.S. Treasury securities. As of September 30, 2021, the assets held in the Trust Account were held in a money market fund. The estimated fair values of investments held in the Trust Account are determined using available market information and are characterized as Level 1 investments.
There were no transfers between Levels 1, 2 or 3 during the nine months ended September 30, 2022 and 2021.
Note 8 – Stockholders’ Equity
Preferred stock
Common stock
On May 29, 2021, Northland returned
shares of
common stock at a purchase price of $
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Common stockholders of record
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
are determined using available market information and are characterized as Level 1 investments.
There were no transfers between Levels 1, 2 or 3 during the nine months ended September 30, 2022 and 2021.
Note 8 – Stockholders’ Equity
Preferred stock
Common stock
On May 29, 2021, Northland returned
shares of
common stock at a purchase price of $
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Common stockholders of record are entitled to
held on all matters to be voted on by stockholders. In connection with any vote held to approve the initial Business Combination, the Sponsor, as well as all of the Company’s officers and directors, have agreed to vote their respective shares of common stock owned by them immediately prior to the IPO and any shares purchased in the IPO or following the IPO in the open market in favor of the proposed Business Combination.
Warrants
Armada Acquisition Corp. I may call the warrants for redemption, in whole and not in part, at a price of $
at any time after the warrants become exercisable,
upon not less than 30 days’ prior written notice of redemption to each warrant holder
if, and only if, the reported last sale price of the common stock equals or exceeds
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
them immediately prior to the IPO and any shares purchased in the IPO or following the IPO in the open market in favor of the proposed Business Combination.
Warrants
Armada Acquisition Corp. I may call the warrants for redemption, in whole and not in part, at a price of $
at any time after the warrants become exercisable,
upon not less than 30 days’ prior written notice of redemption to each warrant holder
if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations) for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and
if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.
If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
business day prior to the notice of redemption to warrant holders; and
if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.
If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”
(defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the shares of common stock
for the
In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $
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Sponsor, initial stockholders or their affiliates, without taking into account
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ticker:AACI
name:Armada Acquisition Corp. I
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filing_type:10-K
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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.
fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the shares of common stock
for the
In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $
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Sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than
Note 9 - Income Tax
Armada Acquisition Corp. I’s net deferred tax assets are as follows:
September 30,2022
September 30,2021
Deferred tax asset
Organizational costs/Startup expenses
351,592
32,957
Stock-based compensation
83,517
60,028
Federal net operating loss
5,484
Total deferred tax asset
435,209
98,469
Valuation allowance
(435,209
(98,469
Deferred tax asset, net of allowance
The income tax provision consists of the following:
September 30,2022
September 30,
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
30,2021
Deferred tax asset
Organizational costs/Startup expenses
351,592
32,957
Stock-based compensation
83,517
60,028
Federal net operating loss
5,484
Total deferred tax asset
435,209
98,469
Valuation allowance
(435,209
(98,469
Deferred tax asset, net of allowance
The income tax provision consists of the following:
September 30,2022
September 30,2021
Federal
Current
145,621
Deferred
(336,741
(98,469
State
Current
Deferred
Change in valuation allowance
336,741
98,469
Income tax provision
145,621
As of September 30, 2022 and 2021, the Company has $
In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled
reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
2022 and 2021, the Company has $
In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled
reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended September 30, 2022 and the period from November 5, 2020 (inception) through September 30, 2021, the change in the valuation allowance
was $
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A reconciliation of the federal income tax rate to the Company’s effective tax rate at September 30, 2022 and 2021 are as follows:
September 30,2022
September 30,2021
Statutory federal income tax rate
21.00
21.00
State taxes, net of federal tax
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
2020 (inception) through September 30, 2021, the change in the valuation allowance
was $
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A reconciliation of the federal income tax rate to the Company’s effective tax rate at September 30, 2022 and 2021 are as follows:
September 30,2022
September 30,2021
Statutory federal income tax rate
21.00
21.00
State taxes, net of federal tax benefit
0.00
0.00
Business combination expenses
(15.50
)%
0.00
Change in valuation allowance
(9.70
)%
(21.00
)%
Income tax provision
(4.25
)%
Armada Acquisition Corp. I files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.
Note 10 - Subsequent Events
Armada Acquisition Corp. I evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in these financial statements.
On November 10, 202
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.
Note 10 - Subsequent Events
Armada Acquisition Corp. I evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in these financial statements.
On November 10, 2022, the Company and Rezolve entered into a First Amendment to the Business Combination Agreement (the “Amendment,” and together with the Original Business Combination Agreement, the “Business Combination Agreement” and the business combination contemplated thereby, the “Business Combination”), to among other things, extend the date on which either party to the Business Combination Agreement had the right to terminate the Business Combination Agreement if the Business Combination had not been completed by such date to the later of (i) January 31, 2023 or (ii) fifteen days prior to the last date on which the Company may consummate a Business Combination, and change the structure of the Business Combination such that Cayman NewCo is no longer a party to the Business Combination Agreement or the Business Combination
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
extend the date on which either party to the Business Combination Agreement had the right to terminate the Business Combination Agreement if the Business Combination had not been completed by such date to the later of (i) January 31, 2023 or (ii) fifteen days prior to the last date on which the Company may consummate a Business Combination, and change the structure of the Business Combination such that Cayman NewCo is no longer a party to the Business Combination Agreement or the Business Combination.
F-22
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
As of September 30, 2022, we did not have changes in, or disagreements with, our independent registered public accounting firm on our accounting and financial disclosure.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under the
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
disclosure.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that as of September 30, 2022, our disclosure controls and procedures were effective.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that as of September 30, 2022, our disclosure controls and procedures were effective.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of September 30, 2022.
Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Management assessed the effectiveness of our internal control over financial reporting as of September 30, 2022. Based on its
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of September 30, 2022.
Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Management assessed the effectiveness of our internal control over financial reporting as of September 30, 2022. Based on its assessment, management concluded that our internal control over financial reporting was effective as of September 30, 2022.
This Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. As an emerging growth company, management’s report is not subject to attestation by our registered public accounting firm.
Changes in Internal Control over Financial Reporting
There were no changes to our internal control over financial reporting that occurred during our fiscal quarter ended September 30, 2022, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
54
PART III
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
is not subject to attestation by our registered public accounting firm.
Changes in Internal Control over Financial Reporting
There were no changes to our internal control over financial reporting that occurred during our fiscal quarter ended September 30, 2022, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
54
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
As of the date of this Form 10-K, our directors and executive officers are as follows:
Name
Age
Title
Stephen P. Herbert
59
Chief Executive Officer and Chairman
Douglas M. Lurio
65
President, Treasurer, Secretary and Director
Mohammad A. Khan
64
Director
Thomas A. Decker
76
Director
Celso L. White
60
Director
Stephen P. Herbert has served as our Chief Executive Officer and Chairman since our inception. Mr. Herbert was affiliated with USAT in various positions from April 1996 to October 2019, most recently as CEO from November
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
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filing_type:10-K
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The report is about the company's financial status.
and Chairman
Douglas M. Lurio
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President, Treasurer, Secretary and Director
Mohammad A. Khan
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Director
Thomas A. Decker
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Director
Celso L. White
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Director
Stephen P. Herbert has served as our Chief Executive Officer and Chairman since our inception. Mr. Herbert was affiliated with USAT in various positions from April 1996 to October 2019, most recently as CEO from November 2011 until he left the company. During his tenure at USAT, Mr. Herbert was recognized for his innovative leadership, including by Smart CEO, and as an EY Entrepreneur of the Year Finalist in the Greater Philadelphia area, and USAT received the 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. From 1986 to April 1996, Mr. Herbert was employed by Pepsi-Cola, the beverage division of PepsiCo, Inc., in various capacities, most recently as Manager of Market Strategy where he was responsible for directing development of market strategy for the vending channel, and subsequently, the supermarket channel for Pepsi-Cola in North
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
: 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. From 1986 to April 1996, Mr. Herbert was employed by Pepsi-Cola, the beverage division of PepsiCo, Inc., in various capacities, most recently as Manager of Market Strategy where he was responsible for directing development of market strategy for the vending channel, and subsequently, the supermarket channel for Pepsi-Cola in North America. Mr. Herbert graduated with a Bachelor of Science degree from Louisiana State University. He serves on the LSU, Dean’s Advisory Council for the College of Humanities, and the LSU Foundation – National Board – which is the group leading the University’s present $1.5 billion capital campaign.
Douglas M. Lurio has served as our President and Director since our inception. He was the outside general counsel of USAT for 29 years from its founding in 1991 until April 2020. He also served as a Director of the company from 1999 to 2012 and as corporate Secretary from 2012 to April 2020. Since 1991, Mr. Lurio has been the founder and President of Lur
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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The report is about the company's financial status.
billion capital campaign.
Douglas M. Lurio has served as our President and Director since our inception. He was the outside general counsel of USAT for 29 years from its founding in 1991 until April 2020. He also served as a Director of the company from 1999 to 2012 and as corporate Secretary from 2012 to April 2020. Since 1991, Mr. Lurio has been the founder and President of Lurio & Associates, P.C., a law firm based in Philadelphia, Pennsylvania, which focuses on corporate and securities law. From 1984 to 1991, he was an attorney with the law firm of Dilworth Paxson, first as an associate and then as a partner in the securities and corporate group in 1990. He served as a law clerk for the Honorable William T. Nicholas of the Court of Common Pleas of Montgomery County, Pennsylvania, from 1981 through 1982. He was counsel and a director of Moro Corporation (OTCQX: MRCR), which is engaged in the construction contracting business from start-up founding in 1999 until July 2019. Since 1989, he has also served as
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
partner in the securities and corporate group in 1990. He served as a law clerk for the Honorable William T. Nicholas of the Court of Common Pleas of Montgomery County, Pennsylvania, from 1981 through 1982. He was counsel and a director of Moro Corporation (OTCQX: MRCR), which is engaged in the construction contracting business from start-up founding in 1999 until July 2019. Since 1989, he has also served as corporate Secretary and Director of Elbeco Incorporated, a leading manufacturer of career apparel and uniforms for first responders such as EMS personnel, police and firefighters. He attended Franklin & Marshall College (B.A., Government), Villanova Law School (Juris Doctor) and Temple Law School (LLM, Taxation).
Mohammad A. Khan, our director, is currently the President and a Board member of Omnyway, Inc. (previously OmnyPay), which he co-founded in August 2014, and which abstracts the complexities of disparate digital wallet payment systems to enable elegant, flexible and scalable implementations in physical stores and online. He was the President and Board member of ViVOtech (acquired by a Sequent Software, Inc. in August 201
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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The report is about the company's financial status.
(LLM, Taxation).
Mohammad A. Khan, our director, is currently the President and a Board member of Omnyway, Inc. (previously OmnyPay), which he co-founded in August 2014, and which abstracts the complexities of disparate digital wallet payment systems to enable elegant, flexible and scalable implementations in physical stores and online. He was the President and Board member of ViVOtech (acquired by a Sequent Software, Inc. in August 2012) from the time he founded it in May 2001 until August 2012. ViVOtech pioneered making a mobile device a viable payment media for consumers using Near Field Communications (NFC) technology as well as making mobile an efficient marketing and advertising channel. While at ViVOtech, Mr. Khan assisted in enabling the adoption of NFC mobile payments through shipping of more than 800,000 NFC POS readers to merchants globally and driving more than 20 field trials of NFC mobile payments, coupons, and loyalty. From 1984 until 1998, he was part of the industry team at VeriFone (acquired by Hewlett Packard in 1997) that lead the effort to make Magnetic Stripe Cards the primary payment media for in
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ticker:AACI
name:Armada Acquisition Corp. I
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filing_type:10-K
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The report is about the company's financial status.
ViVOtech, Mr. Khan assisted in enabling the adoption of NFC mobile payments through shipping of more than 800,000 NFC POS readers to merchants globally and driving more than 20 field trials of NFC mobile payments, coupons, and loyalty. From 1984 until 1998, he was part of the industry team at 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-store payments, and the adoption of Internet payments and online e-commerce globally.
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From February 2014 to January 2021, Mr. Khan had been a Board advisor of Poynt Co. which offers an all-in-one omnicommerce payment solution and which was acquired by GoDaddy, Inc. (NYSE: GDDY) in February 2021. He has served on the Boards of numerous FinTech companies, including as Chairman of the Board of YellowPepper Holding Corporation from June 2015 to September 2018, which provided mobile payment solutions, and which was acquired by VISA in October 2020. Mr. Khan is the inventor of more
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ticker:AACI
name:Armada Acquisition Corp. I
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filing_type:10-K
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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.
which offers an all-in-one omnicommerce payment solution and which was acquired by GoDaddy, Inc. (NYSE: GDDY) in February 2021. He has served on the Boards of numerous FinTech companies, including as Chairman of the Board of YellowPepper Holding Corporation from June 2015 to September 2018, 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 Trademark and Patent Office. Mr. Khan attended the University of Engineering & Technology, Lahore, Punjab, Pakistan, and was awarded a B.Sc. in Electrical Engineering. He also attended the University of Hawaii, Manoa, and received a M.S. degree in Electrical Engineering.
Thomas (Tad) A. Decker, our director, has been the Vice Chairman of Cozen O’Connor, a law firm with 30 offices and over 775 attorneys, since 2013. 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 200
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name:Armada Acquisition Corp. I
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The report is about the company's financial status.
of Hawaii, Manoa, and received a M.S. degree in Electrical Engineering.
Thomas (Tad) A. Decker, our director, has been the Vice Chairman of Cozen O’Connor, a law firm with 30 offices and over 775 attorneys, since 2013. 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 Pennsylvania Gaming Control Board following the appointment by Pennsylvania Governor Edward G. Rendell. He served as General Counsel and Executive Vice President for Asbury Automotive, Inc. from 1999 to 2000; General Counsel and Executive Vice President for Unisource Worldwide, Inc. (NYSE: UWW) from 1997 to 1999; and General Counsel, Secretary, Acting CFO and Chief Operating Officer for Saint-Gobain Corporation from 1974 to 1997. Since 2004, he has served on the Board of Directors of Actua Corporation (Nasdaq: ACTA), including serving as a member of its Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. He served as
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ticker:AACI
name:Armada Acquisition Corp. I
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The report is about the company's financial status.
President for Unisource Worldwide, Inc. (NYSE: UWW) from 1997 to 1999; and General Counsel, Secretary, Acting CFO and Chief Operating Officer for Saint-Gobain Corporation from 1974 to 1997. Since 2004, he has served on the Board of Directors of Actua Corporation (Nasdaq: ACTA), including serving as a member of its Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. He served as a Director and a member at various times of the Audit Committee and Compensation Committee of Pierce Leahy Corporation (NYSE: PLH) from 1993 to 1999, and has served as a Board member of numerous nonprofit institutions. He is also a director of The Gesu School. He is a former chair of the Philadelphia Municipal Authority and a former board member of the Delaware River Port Authority, Port Authority Transit Corp. (PATCO), the Philadelphia Zoo, and a former a vice chair of the Kimmel Center for the Performing Arts. Mr. Decker has a Juris Doctor degree from the University of Virginia School of Law and a Bachelor of Arts (History) degree from the University of Pennsylvania. Mr. Decker served in the United States Army earning the
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
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The report is about the company's financial status.
School. He is a former chair of the Philadelphia Municipal Authority and a former board member of the Delaware River Port Authority, Port Authority Transit Corp. (PATCO), the Philadelphia Zoo, and a former a vice chair of the Kimmel Center for the Performing Arts. Mr. Decker has a Juris Doctor degree from the University of Virginia School of Law and a Bachelor of Arts (History) degree from the University of Pennsylvania. Mr. Decker served in the United States Army earning the rank of Captain.
Celso L. White, our director, he has worked as the co-founder of Igniting Business Growth LLC, a consultancy business, since January 2020. From 2013 to December 2019, he served as the Global Chief Supply Chain Officer at Molson Coors Brewing Company (“Molson Coors”) (NYSE: TAP), an international brewery. From 2010 to January 2013, he served as the Vice President of International Supply Chain at Molson Coors. From 1998 until 2010, he was at PepsiCola (“Pepsi”) (Nasdaq: PEP), where he had multiple roles. From 2004 until 2010, he was Pepsi’s Vice President and
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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The report is about the company's financial status.
Officer at Molson Coors Brewing Company (“Molson Coors”) (NYSE: TAP), an international brewery. From 2010 to January 2013, he served as the Vice President of International Supply Chain at Molson Coors. From 1998 until 2010, he was at PepsiCola (“Pepsi”) (Nasdaq: PEP), where he had multiple roles. From 2004 until 2010, he was Pepsi’s Vice President and General Manager of Concentrate Operations, responsible for the Americas and parts of Asia. From 1998 until 2004, he lead Pepsi’s research and development process and manufacturing technology teams. Since 2018, he has served as a Board member of CF Industries Holdings, Inc. (NYSE: CF), a manufacturer and distributor of nitrogen products, and is a member of the Board’s Compensation and Management Development Committee. He also serves on the Board of Colorado UpLift, a nonprofit organization whose mission is to build long-term relationships with urban youth in Denver, Colorado. He is also a member of the Bradley University Board of Trustees. Mr. White received his MBA with a concentration in Operations Management from DePaul University and a B.S. degree in Electrical Engineering from Bradley
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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The report is about the company's financial status.
. (NYSE: CF), a manufacturer and distributor of nitrogen products, and is a member of the Board’s Compensation and Management Development Committee. He also serves on the Board of Colorado UpLift, a nonprofit organization whose mission is to build long-term relationships with urban youth in Denver, Colorado. He is also a member of the Bradley University Board of Trustees. Mr. White received his MBA with a concentration in Operations Management from DePaul University and a B.S. degree in Electrical Engineering from Bradley University.
Involvement in Certain Legal Proceedings
During the past ten years, none of the Company’s executive officers, directors or nominees have (i) been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
During the past ten years (i) no petition has been filed under federal bankruptcy laws or any state insolvency laws by or against any of our executive officers, directors or nominees, (ii
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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The report is about the company's financial status.
any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
During the past ten years (i) no petition has been filed under federal bankruptcy laws or any state insolvency laws by or against any of our executive officers, directors or nominees, (ii) no receiver, fiscal agent or similar officer
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was appointed by a court for the business or property of any of our executive officers, directors or nominees, and (iii) none of our executive officers, directors or nominees was an executive officer of any business entity or a general partner of any partnership at or within two years before the filing of a petition under the federal bankruptcy laws or any state insolvency laws by or against such entity. All of the Company’s executive officers, directors and nominees listed above are U.S. citizens.
As of the date of this Form 10-K, we are not subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us or any of our executive officers or directors in their corporate
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name:Armada Acquisition Corp. I
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The report is about the company's financial status.
or a general partner of any partnership at or within two years before the filing of a petition under the federal bankruptcy laws or any state insolvency laws by or against such entity. All of the Company’s executive officers, directors and nominees listed above are U.S. citizens.
As of the date of this Form 10-K, we are not subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us or any of our executive officers or directors in their corporate capacity.
Number and Terms of Office of Officers and Directors
We currently have five directors. Our board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one full year after our first fiscal year end following our listing on Nasdaq.
The term of office of the Class A directors, consisting of Mr. White, will expire at our first annual meeting of stockholders. The term of office of Class B directors, consisting of Messrs. Decker and Khan, will expire at the second annual meeting of stockholders
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name:Armada Acquisition Corp. I
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) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one full year after our first fiscal year end following our listing on Nasdaq.
The term of office of the Class A directors, consisting of Mr. White, will expire at our first annual meeting of stockholders. The term of office of Class B directors, consisting of Messrs. Decker and Khan, will expire at the second annual meeting of stockholders. The term of office of the Class C directors, consisting of Messrs. Herbert and Lurio, will expire at the third annual meeting of stockholders.
Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors.
Board Meetings
During fiscal 2022, there were 14 meetings of our board of directors. All
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specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors.
Board Meetings
During fiscal 2022, there were 14 meetings of our board of directors. All of our directors attended at least 75% of the meetings held during fiscal 2022. All directors are expected to attend meetings of the board of directors, meetings of the Committees upon which they serve and meetings of our stockholders absent cause.
Director Independence
Currently, Messrs. Decker, Khan and White is each considered an “independent director” under the Nasdaq listing rules, which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.
Our independent directors will have regularly scheduled meetings at which only independent directors are present.
Any affiliated transactions
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name:Armada Acquisition Corp. I
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. Decker, Khan and White is each considered an “independent director” under the Nasdaq listing rules, which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.
Our independent directors will have regularly scheduled meetings at which only independent directors are present.
Any affiliated transactions will be on terms no less favorable to us than could be obtained from independent parties. Our board of directors will review and approve all affiliated transactions with any interested director abstaining from such review and approval.
Executive Sessions
Under NASDAQ Marketplace Rule 5605(b)(2), our independent directors are required to hold regular executive sessions. The independent directors meet in executive session (with no management directors or management
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present) from time to time, but at least once annually. The executive sessions include whatever topics the independent directors deem appropriate.
Audit Committee
We have established an audit committee of the board of directors, which consists of Messrs. Decker, Kahn, and White, each of whom is an independent director under Nasdaq’s listing standards. The audit committee’s duties
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ticker:AACI
name:Armada Acquisition Corp. I
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filing_type:10-K
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The report is about the company's financial status.
independent directors are required to hold regular executive sessions. The independent directors meet in executive session (with no management directors or management
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present) from time to time, but at least once annually. The executive sessions include whatever topics the independent directors deem appropriate.
Audit Committee
We have established an audit committee of the board of directors, which consists of Messrs. Decker, Kahn, and White, each of whom is an independent director under Nasdaq’s listing standards. The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:
reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K;
discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;
discussing with management major risk assessment and risk management policies;
monitoring the independence of the independent auditor;
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
reviewing and approving all related-party transactions;
inquiring and discussing with management our compliance with applicable
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ticker:AACI
name:Armada Acquisition Corp. I
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The report is about the company's financial status.
discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;
discussing with management major risk assessment and risk management policies;
monitoring the independence of the independent auditor;
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
reviewing and approving all related-party transactions;
inquiring and discussing with management our compliance with applicable laws and regulations;
pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;
appointing or replacing the independent auditor;
determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and
approving reimbursement of expenses incurred by our management team in identifying potential target businesses.
Financial Experts on Audit Committee
The audit committee will at all times be composed
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the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and
approving reimbursement of expenses incurred by our management team in identifying potential target businesses.
Financial Experts on Audit Committee
The audit committee will at all times be composed exclusively of “independent directors” who are “financially literate” as defined under Nasdaq’s listing standards. Nasdaq’s standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.
In addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. The board of directors has determined that Mr. Decker qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.
Director Nominations
We do not have a
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cash flow statement.
In addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. The board of directors has determined that Mr. Decker qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.
Director Nominations
We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605 of
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the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Messrs. Decker, Kahn, and White. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have
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nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Messrs. Decker, Kahn, and White. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.
The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.
We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of
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holders). Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.
We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.
Compensation Committee
We have established a compensation committee of the board of directors, which consists of Messrs. Decker and Kahn, each of whom is an independent director under Nasdaq’s listing standards. The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to:
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
reviewing and approving the compensation of all of our other executive officers;
reviewing our executive compensation policies and plans;
implementing and administering our incentive compensation
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Compensation Committee Charter, include, but are not limited to:
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
reviewing and approving the compensation of all of our other executive officers;
reviewing our executive compensation policies and plans;
implementing and administering our incentive compensation equity-based remuneration plans;
assisting management in complying with our proxy statement and annual report disclosure requirements;
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
if required, producing a report on executive compensation to be included in our annual proxy statement; and
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
Compensation Committee Interlocks and Insider Participation
None of our executive officers currently serves, and in the past year has not served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors.
Section 16 (a) Beneficial Ownership Reporting Compliance
Section 16(a
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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.
be included in our annual proxy statement; and
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
Compensation Committee Interlocks and Insider Participation
None of our executive officers currently serves, and in the past year has not served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors.
Section 16 (a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers, directors and persons who beneficially own more than ten percent of our common stock to file reports of ownership and
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changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such Forms, we believe that during the year ended September 30, 2022 there were no delinquent filers.
Code of Ethics
We have adopted a code of ethics that applies to all of our executive officers, directors and employees. The code of ethics codifies the business and ethical principles that govern all aspects of our business.
Conflicts of Interest
In general, officers
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such Forms, we believe that during the year ended September 30, 2022 there were no delinquent filers.
Code of Ethics
We have adopted a code of ethics that applies to all of our executive officers, directors and employees. The code of ethics codifies the business and ethical principles that govern all aspects of our business.
Conflicts of Interest
In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:
the corporation could financially undertake the opportunity;
the opportunity is within the corporation’s line of business; and
it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.
Our amended and restated certificate of incorporation provides that:
except as may be prescribed by any written agreement with us, we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
stockholders for the opportunity not to be brought to the attention of the corporation.
Our amended and restated certificate of incorporation provides that:
except as may be prescribed by any written agreement with us, we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue; and
our officers and directors will not be liable to our company or our stockholders for monetary damages for breach of any fiduciary duty by reason of any of our activities or any of our sponsor or its affiliates to the fullest extent permitted by Delaware law.
Our officers and directors are, and may in the future become, affiliated with other companies. In order to minimize potential conflicts of interest which may arise from such other corporate affiliations, each of our officers and directors has contractually agreed, pursuant to a written agreement with us, until the earliest of our execution of a definitive agreement for a business combination, our liquidation or such time as he ceases to be an officer or director, to present to our company for our consideration, prior to presentation to any other entity
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
directors are, and may in the future become, affiliated with other companies. In order to minimize potential conflicts of interest which may arise from such other corporate affiliations, each of our officers and directors has contractually agreed, pursuant to a written agreement with us, until the earliest of our execution of a definitive agreement for a business combination, our liquidation or such time as he ceases to be an officer or director, to present to our company for our consideration, prior to presentation to any other entity, any suitable business opportunity which may reasonably be required to be presented to us, subject to any pre-existing fiduciary or contractual obligations he might have. The foregoing agreement does not restrict our officers and directors from becoming affiliated with other companies in the future which could take priority over our company. However, we believe that such agreement still benefits us because our officers and directors are obligated to present suitable business opportunities to us to the extent that none of their other fiduciary or contractual obligations require them to present it to another entity.
The following table summarizes the pre-existing fiduciary or contractual obligations of our officers and directors besides our sponsor:
Name of Individual
Name of Affiliated Entity
Affiliation
Douglas M. Lurio
Elbeco Incorporated
Director
L
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
company. However, we believe that such agreement still benefits us because our officers and directors are obligated to present suitable business opportunities to us to the extent that none of their other fiduciary or contractual obligations require them to present it to another entity.
The following table summarizes the pre-existing fiduciary or contractual obligations of our officers and directors besides our sponsor:
Name of Individual
Name of Affiliated Entity
Affiliation
Douglas M. Lurio
Elbeco Incorporated
Director
Lurio & Associates, P.C.
Founder and President
Mohammad A. Khan
Omnyway, Inc.
Co-founder, President and Director
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Name of Individual
Name of Affiliated Entity
Affiliation
Thomas A. Decker
Actua Corporation
Director
Cozen O’Connor
Vice Chairman
Celso L. White
Igniting Business Growth LLC
Co-Founder and Chief Executive Officer
CF Industries Holdings, Inc.
Director
While the foregoing may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.
Investors should also be aware of the following additional potential conflicts of interest:
None of our officers and directors is required to commit their full time to our affairs and, accordingly, they
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
Director
Cozen O’Connor
Vice Chairman
Celso L. White
Igniting Business Growth LLC
Co-Founder and Chief Executive Officer
CF Industries Holdings, Inc.
Director
While the foregoing may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.
Investors should also be aware of the following additional potential conflicts of interest:
None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.
Unless we consummate our initial business combination, our officers, directors and sponsor will not receive reimbursement or repayment for any out-of-pocket expenses incurred by them, or loans made to us, to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account.
The founder shares and private shares beneficially owned by our initial stockholders will become worthless if a business combination is not consummated. Additionally, our officers and directors and affiliates will not receive liquidation distributions from the trust account with respect to any of the founder shares or the private shares. Furthermore, our sponsor has agreed that the private shares will not be sold or transferred by it until after we have completed a business combination.
For
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
expenses exceed the amount of available proceeds not deposited in the trust account.
The founder shares and private shares beneficially owned by our initial stockholders will become worthless if a business combination is not consummated. Additionally, our officers and directors and affiliates will not receive liquidation distributions from the trust account with respect to any of the founder shares or the private shares. Furthermore, our sponsor has agreed that the private shares will not be sold or transferred by it until after we have completed a business combination.
For the foregoing reasons, our board may have a conflict of interest in determining whether a particular target business is appropriate to effect a business combination with.
To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our officers, directors, or sponsor unless we have obtained an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, that the business combination is fair to our unaffiliated stockholders from a financial point of view. We will also need to obtain the approval of a majority of our disinterested independent directors. Furthermore, other than payments to CCM, in no event will any of our sponsor, members of our management team or their respective affiliates be paid any compensation prior to
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
officers, directors, or sponsor unless we have obtained an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, that the business combination is fair to our unaffiliated stockholders from a financial point of view. We will also need to obtain the approval of a majority of our disinterested independent directors. Furthermore, other than payments to CCM, in no event will any of our sponsor, members of our management team or their respective affiliates be paid any compensation prior to, or for any services they render in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction that it is) other than the $10,000 per month administrative fee, the payment of consulting, success or finder fees to our sponsor, officers, directors, initial stockholders or their affiliates in connection with the consummation of our initial business combination, repayment of the up to $300,000 loan and reimbursement of any out-of-pocket expenses.
Limitation on Liability and Indemnification of Officers and Directors
Our amended and restated certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended.
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
our sponsor, officers, directors, initial stockholders or their affiliates in connection with the consummation of our initial business combination, repayment of the up to $300,000 loan and reimbursement of any out-of-pocket expenses.
Limitation on Liability and Indemnification of Officers and Directors
Our amended and restated certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, our amended and restated certificate of incorporation provides that our directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, except to the extent such exemption from liability or limitation thereof is not permitted by Delaware law.
We have entered into agreements without officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate of incorporation. Our bylaws also permit us to maintain insurance on behalf of any officer, director or employee for any liability arising out of
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his or her actions, regardless of whether Delaware law would permit such indemnification. We also have obtained a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense,
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
entered into agreements without officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate of incorporation. Our bylaws also permit us to maintain insurance on behalf of any officer, director or employee for any liability arising out of
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his or her actions, regardless of whether Delaware law would permit such indemnification. We also have obtained a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directs.
These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.
We believe that these provisions, the directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract and retain talented and experiences officers and directors.
ITEM 11. EXECUTIVE
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.
We believe that these provisions, the directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract and retain talented and experiences officers and directors.
ITEM 11. EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
No executive officer has received any cash compensation for services rendered to us. Commencing on the date of this Annual Report through the acquisition of a target business or our liquidation of the trust account, we will pay our sponsor $10,000 per month for providing us with office space and certain office and secretarial services. However, this arrangement is solely for our benefit and is not intended to provide our officers or directors compensation in lieu of a salary. We may also pay consulting, finder or success fees to our initial stockholders, officers, directors or their affiliates for assisting us in consummating our initial business combination with such fee to be determined in an arms’ length negotiation based on the terms of the business combination.
Other than
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
,000 per month for providing us with office space and certain office and secretarial services. However, this arrangement is solely for our benefit and is not intended to provide our officers or directors compensation in lieu of a salary. We may also pay consulting, finder or success fees to our initial stockholders, officers, directors or their affiliates for assisting us in consummating our initial business combination with such fee to be determined in an arms’ length negotiation based on the terms of the business combination.
Other than the $10,000 per month administrative fee, the payment of consulting, success or finder fees to our sponsor, officers, directors, or their affiliates in connection with the consummation of our initial business combination and the repayment of any loans made by our sponsor to us, no compensation or fees of any kind will be paid to our sponsor, members of our management team or their respective affiliates, for services rendered prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is). However, they will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
compensation or fees of any kind will be paid to our sponsor, members of our management team or their respective affiliates, for services rendered prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is). However, they will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of consulting, success or finder fees payable by us upon consummation of an initial business combination. Additionally, there is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination.
After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination.
After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders. However, the amount of such compensation may not be known at the time of the stockholder meeting held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K or a periodic report, as required by the SEC.
Director Compensation
None of our directors has received any cash compensation for services rendered to us. Our sponsor, executive officers and directors, or any of their respective affiliates are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K or a periodic report, as required by the SEC.
Director Compensation
None of our directors has received any cash compensation for services rendered to us. Our sponsor, executive officers and directors, or any of their respective affiliates are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
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After the completion of our initial business combination, members of our management team who remain with us may be paid consulting or management fees. All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth as of September 30, 2022 information regarding the beneficial ownership of our shares of common stock as of the date of this Annual Report and as adjusted to reflect the sale of our shares of common stock included in the units sold in this offering and the sale of the private shares (assuming none of the individuals listed purchase units in this offering), by:
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
each of our officers and directors
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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 September 30, 2022 information regarding the beneficial ownership of our shares of common stock as of the date of this Annual Report and as adjusted to reflect the sale of our shares of common stock included in the units sold in this offering and the sale of the private shares (assuming none of the individuals listed purchase units in this offering), by:
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
each of our officers and directors; and
all of our officers and directors as a group.
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect beneficial ownership of the warrants included in the units offered by our final prospectus dated August 12, 2021, as the warrants included in the units offered by our final prospectus are not exercisable within 60 days of September 30, 2022.
Common Stock
Name and Address of Beneficial Owner(1)
Number of Shares BeneficiallyOwned
ApproximatePercentage of OutstandingCommon Stock
Rivernorth Capital Management, LLC
1,485,000
7.17
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
warrants included in the units offered by our final prospectus dated August 12, 2021, as the warrants included in the units offered by our final prospectus are not exercisable within 60 days of September 30, 2022.
Common Stock
Name and Address of Beneficial Owner(1)
Number of Shares BeneficiallyOwned
ApproximatePercentage of OutstandingCommon Stock
Rivernorth Capital Management, LLC
1,485,000
7.17
Barclays Bank PLC
1,091,200
(1)
5.3
Polar Asset Management Partners Inc.
1,485,000
7.17
Magnetar Financial LLC and affiliated funds
1,476,000
(2)
7.13
Atalaya Capital Management LP
1,206,859
(3)
5.5
Stephen P. Herbert
5,392,000
(4)
26.0
Douglas M. Lurio
5,392,000
(4)
26.0
Mohammad A. Khan
35,000
Thomas A. Decker
35,000
Celso L. White
35,000
Armada Sponsor LLC
5,342,
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
13
Atalaya Capital Management LP
1,206,859
(3)
5.5
Stephen P. Herbert
5,392,000
(4)
26.0
Douglas M. Lurio
5,392,000
(4)
26.0
Mohammad A. Khan
35,000
Thomas A. Decker
35,000
Celso L. White
35,000
Armada Sponsor LLC
5,342,000
25.8
All directors and executive officers as a group (five individuals)
5,547,000
26.8
Less than one percent.
(1)
Based on the Schedule 13G filed by Barclays PLC on February 10, 2022, represents 1,091,200 shares of common stock held by Barclays Bank PLC directly. Barclays Bank PLC is a wholly owned subsidiary of Barclays PLC. Accordingly, all securities held by Barclays Bank PLC may ultimately be deemed to be beneficially held by Barclays PLC.
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(2)
Based on the Schedule 13G filed by Magnetar Constellation Fund II, Ltd. on January 28, 2022, represents (A) 155,888 Shares held for the account of Magnetar
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
represents 1,091,200 shares of common stock held by Barclays Bank PLC directly. Barclays Bank PLC is a wholly owned subsidiary of Barclays PLC. Accordingly, all securities held by Barclays Bank PLC may ultimately be deemed to be beneficially held by Barclays PLC.
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(2)
Based on the Schedule 13G filed by Magnetar Constellation Fund II, Ltd. on January 28, 2022, represents (A) 155,888 Shares held for the account of Magnetar Constellation Fund II, Ltd; (B) 485,922 Shares held for the account of Magnetar Constellation Master Fund, Ltd; (C) 38,000 Shares held for the account of Magnetar Systematic Multi-Strategy Master Fund Ltd; (D) 25,100 Shares held for the account of Magnetar Capital Master Fund Ltd; (E) 8,500 Shares held for the account of Magnetar Discovery Master Fund Ltd; (F) 148,866 Shares held for the account of Magnetar Lake Credit Fund LLC; (G) 176,954 Shares held for the account of Magnetar Structured Credit Fund, LP; (H) 190,998 Shares held for the account of Magnetar Xing He Master Fund Ltd
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
25,100 Shares held for the account of Magnetar Capital Master Fund Ltd; (E) 8,500 Shares held for the account of Magnetar Discovery Master Fund Ltd; (F) 148,866 Shares held for the account of Magnetar Lake Credit Fund LLC; (G) 176,954 Shares held for the account of Magnetar Structured Credit Fund, LP; (H) 190,998 Shares held for the account of Magnetar Xing He Master Fund Ltd; (I) 87,074 Shares held for the account of Purpose Alternative Credit Fund Ltd; (J) 30,898 Shares held for the account of Purpose Alternative Credit Fund – T LLC; and (K) 127,800 Shares held for the account of Magnetar SC Fund Ltd (collectively, the “Magnetar Funds”). Magnetar Financial LLC serves as the investment advisor to the Magnetar Funds, and as such, it exercises voting and investment power over the Shares held for the Magnetar Funds’ accounts. Magnetar Capital Partners LP serves as the sole member and parent holding company of Magnetar Financial LLC, Supernova Management LLC is the general partner of Magnetar Capital Partners LP, and Alec N. Litowitz is the manager of Supernova Management
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
ar SC Fund Ltd (collectively, the “Magnetar Funds”). Magnetar Financial LLC serves as the investment advisor to the Magnetar Funds, and as such, it exercises voting and investment power over the Shares held for the Magnetar Funds’ accounts. Magnetar Capital Partners LP serves as the sole member and parent holding company of Magnetar Financial LLC, Supernova Management LLC is the general partner of Magnetar Capital Partners LP, and Alec N. Litowitz is the manager of Supernova Management LLC. Accordingly, all securities held by the Magnetar Funds may ultimately be deemed to be beneficially held by Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and Alec N. Litowitz.
(3)
Based on the Schedule 13G/A filed by Atalaya Special Purpose Investment Fund II LP on December 14, 2021, represents (A) the 198,248 Shares underlying Units beneficially owned by Atalaya Special Purpose Investment Fund II LP (“ASPIF II”), (B) the 278,140 Shares underlying Units beneficially owned by ACM ASOF VII (Cayman) Holdco LP (“ASOF”), (C) the 174,488 Shares underlying Units beneficially owned by ACM Alameda Special
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
by Atalaya Special Purpose Investment Fund II LP on December 14, 2021, represents (A) the 198,248 Shares underlying Units beneficially owned by Atalaya Special Purpose Investment Fund II LP (“ASPIF II”), (B) the 278,140 Shares underlying Units beneficially owned by ACM ASOF VII (Cayman) Holdco LP (“ASOF”), (C) the 174,488 Shares underlying Units beneficially owned by ACM Alameda Special Purpose Investment Fund II LP (“Alameda”) and (D) the 555,983 Shares underlying Units beneficially owned by ACM Alamosa (Cayman) Holdco LP (“Alamosa”). Atalaya Capital Management LP (“Atalaya”) is the investment manager of ASPIF II, ASOF, Alameda and Alamosa. Accordingly, all securities held by ASPIF II, ASOF, Alameda and Alamosa may ultimately be deemed to be beneficially held by Atalaya. Additionally, each of Corbin Capital Partners GP, LLC (“Corbin GP”) and Corbin Capital Partners, L.P. (“CCP”) may be deemed the beneficial owner of 278,141 Shares underlying Units, which amount includes the
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
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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.
manager of ASPIF II, ASOF, Alameda and Alamosa. Accordingly, all securities held by ASPIF II, ASOF, Alameda and Alamosa may ultimately be deemed to be beneficially held by Atalaya. Additionally, each of Corbin Capital Partners GP, LLC (“Corbin GP”) and Corbin Capital Partners, L.P. (“CCP”) may be deemed the beneficial owner of 278,141 Shares underlying Units, which amount includes the 278,141 Shares underlying Units beneficially owned by Corbin ERISA Opportunity Fund, Ltd (“CEOF”). Atalaya, ASPIF II, ASOF, Alameda, Alamosa, CEOF, Corbin GP and CCP may be deemed members of a group, as defined in Rule 13d-5 of the Act, with respect to the Shares. Such group may be deemed to beneficially own 1,485,000 Shares.
(4)
Represents 50,000 shares of common stock held by Stephen P. Herbert directly and 5,342,000 shares held by Armada Sponsor LLC, our sponsor, of which Mr. Herbert and Douglas M. Lurio are managing members. Accordingly, all securities held by our
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
, as defined in Rule 13d-5 of the Act, with respect to the Shares. Such group may be deemed to beneficially own 1,485,000 Shares.
(4)
Represents 50,000 shares of common stock held by Stephen P. Herbert directly and 5,342,000 shares held by Armada Sponsor LLC, our sponsor, of which Mr. Herbert and Douglas M. Lurio are managing members. Accordingly, all securities held by our sponsor may ultimately be deemed to be beneficially held by Mr. Herbert and Mr. Lurio.
(5)
Represents 50,000 shares of common stock held by Douglas M. Lurio directly and 5,342,000 shares held by Armada Sponsor LLC, our sponsor, of which Mr. Lurio and Stephen P. Herbert are managing members. Accordingly, all securities held by our sponsor may ultimately be deemed to be beneficially held by Mr. Herbert and Mr. Lurio.
Restrictions on Transfers of Founder Shares and Private shares
Our sponsor beneficially owns approximately 26% of the then issued and outstanding shares of common stock. Because of the ownership block held by our sponsor, officers,
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Armada Sponsor LLC, our sponsor, of which Mr. Lurio and Stephen P. Herbert are managing members. Accordingly, all securities held by our sponsor may ultimately be deemed to be beneficially held by Mr. Herbert and Mr. Lurio.
Restrictions on Transfers of Founder Shares and Private shares
Our sponsor beneficially owns approximately 26% of the then issued and outstanding shares of common stock. Because of the ownership block held by our sponsor, officers, or directors , such individuals may be able to effectively exercise influence over all matters requiring approval by our stockholders, including the election of directors and approval of significant corporate transactions other than approval of our initial business combination.
Our sponsor forfeited 1,125,000 founder shares, since the underwriters did not exercise any of the over-allotment option.
All of the founder shares were placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, and are expected to remain in escrow until 180 days after the date of the consummation of our initial business combination or earlier, if, subsequent to our initial business combination, we consummate a liquidation,
64
merger, stock exchange or other similar transaction which results in all of our
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
the underwriters did not exercise any of the over-allotment option.
All of the founder shares were placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, and are expected to remain in escrow until 180 days after the date of the consummation of our initial business combination or earlier, if, subsequent to our initial business combination, we consummate a liquidation,
64
merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.
During the escrow period, the holders of these shares are not be able to sell or transfer their securities except for transfers, assignments or sales (i) among such holders or to such holders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon its liquidation, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
to such holders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon its liquidation, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to us for no value for cancellation in connection with the consummation of our initial business combination, or (vii) in connection with the consummation of a business combination at prices no greater than the price at which the shares were originally purchased, in each case (except for clause (vi) or with our prior consent) where the transferee agrees to the terms of the escrow agreement and to be bound by these transfer restrictions, but will retain all other rights as our stockholders, including, without limitation, the right to vote their shares of common stock and the right to receive cash dividends, if declared. If dividends are declared and payable in shares of common stock, such dividends will also be placed
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
which the shares were originally purchased, in each case (except for clause (vi) or with our prior consent) where the transferee agrees to the terms of the escrow agreement and to be bound by these transfer restrictions, but will retain all other rights as our stockholders, including, without limitation, the right to vote their shares of common stock and the right to receive cash dividends, if declared. If dividends are declared and payable in shares of common stock, such dividends will also be placed in escrow. If we are unable to effect a business combination and liquidate, there will be no liquidation distribution with respect to the founder shares.
Our sponsor purchased an aggregate of 459,500 private shares at a price of $10.00 per share for an aggregate purchase price of $4,595,000. The initial purchasers agreed not to transfer, assign or sell any of the private shares (except in connection with the same limited exceptions that the founder shares may be transferred as described above) until after the completion of our initial business combination. In the event of a liquidation prior to our initial business combination, the private shares will likely be worthless.
In order to meet our working capital needs following the consummation of our initial public offering, our sponsor,
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
purchase price of $4,595,000. The initial purchasers agreed not to transfer, assign or sell any of the private shares (except in connection with the same limited exceptions that the founder shares may be transferred as described above) until after the completion of our initial business combination. In the event of a liquidation prior to our initial business combination, the private shares will likely be worthless.
In order to meet our working capital needs following the consummation of our initial public offering, our sponsor, officers, directors and their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. On November 10, 2022, our 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 combination and $0.45 million dollars for working capital purposes. Each loan is non-interest bearing and evidenced by a promissory note. The notes would be paid upon consummation of our initial business combination, without interest. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-K
|
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