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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.
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 such loaned amounts, but no proceeds from our trust account would be used for such repayment.
Our executive officers and our sponsor are our “promoters,” as that term is defined under the federal securities laws.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
In February 2021, we issued 4,312,500 shares of common stock to our sponsor for $25,000 in cash, at a purchase price of approximately $0.006 per share, in connection with our organization. On June 16, 2021, our sponsor purchased an additional 700,000 shares of common stock at a purchase price of $0.006 per share, resulting in our sponsor holding an aggregate 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.
CTIONS, AND DIRECTOR INDEPENDENCE
In February 2021, we issued 4,312,500 shares of common stock to our sponsor for $25,000 in cash, at a purchase price of approximately $0.006 per share, in connection with our organization. On June 16, 2021, our sponsor purchased an additional 700,000 shares of common stock at a purchase price of $0.006 per share, resulting in our sponsor holding an aggregate of 5,012,500 founder shares. On June 16, 2021, our sponsor transferred 50,000 founder shares to each of Messrs. Herbert and Lurio and 35,000 founder shares to each of Messrs. Khan, Decker and White. On July 23, 2021, our sponsor purchased an additional 1,200,000 shares of common stock at a purchase price of $0.006 per share, resulting in our sponsor holding an aggregate of 6,007,500 shares of common stock. If the underwriters do not exercise all or a portion of their over-allotment option, our sponsor will forfeit up to an aggregate of 1,125,000 shares of common stock in proportion to the 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.
. On July 23, 2021, our sponsor purchased an additional 1,200,000 shares of common stock at a purchase price of $0.006 per share, resulting in our sponsor holding an aggregate of 6,007,500 shares of common stock. If the underwriters do not exercise all or a portion of their over-allotment option, our sponsor will forfeit up to an aggregate of 1,125,000 shares of common stock in proportion to the portion of the over-allotment option that was not exercised. Additionally, upon consummation of our initial business combination, our sponsor will sell founder shares to each anchor investor that purchases the full number of units allocated to it in this offering. Each anchor investor has agreed that if it does not purchase the units allocated to such anchor investor in this offering, it will not have any rights to purchase such founder shares from our sponsor.
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Our sponsor has agreed to purchase 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 have 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
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.
does not purchase the units allocated to such anchor investor in this offering, it will not have any rights to purchase such founder shares from our sponsor.
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Our sponsor has agreed to purchase 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 have 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 this offering, our sponsor, officers and directors or 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. Each loan would be non-interest bearing and be evidenced by a promissory note. The notes would either 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
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.
sponsor, officers and directors or 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. Each loan would be non-interest bearing and be evidenced by a promissory note. The notes would either 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 such loaned amounts, but no proceeds from our trust account would be used for such repayment.
The holders of our founder shares, as well as the holders of the private shares and any shares of common stock our sponsor, officers, directors or their affiliates may be issued in payment of working capital loans made to us (and all underlying securities), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the founder shares and private 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
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.
issued in payment of working capital loans made to us (and all underlying securities), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the founder shares and private 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. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
As of September 30, 2022, our sponsor has loaned us $251,754 for working capital purposes. Our sponsor has agreed that, until the earlier of our consummation of our initial business combination or the liquidation of the trust account, it will make available to us certain general and administrative services, including office space, utilities and administrative support, as we may require from time to time. We have agreed to pay $10,000 per month for these services. We believe,
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 September 30, 2022, our sponsor has loaned us $251,754 for working capital purposes. Our sponsor has agreed that, until the earlier of our consummation of our initial business combination or the liquidation of the trust account, it will make available to us certain general and administrative services, including office space, utilities and administrative support, as we may require from time to time. We have agreed to pay $10,000 per month for these services. We believe, based on rents and fees for similar services, that these fees are at least as favorable as we could have obtained from an unaffiliated person.
On November 10, 2022, our Sponsor loaned us $1.5 million in order to cover the additional contribution to the trust account required in connection with the automatic extension of the deadline to complete our initial business combination and $0.45 million dollars for working capital purposes.
Pursuant to our second amended and restated certificate of incorporation, we extended the period of time to consummate a business combination by an additional three months for a total of 18 months from the closing of our initial public offering. In order to effectuate such extension, our sponsor deposited into the trust account $1,500,000,
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 trust account required in connection with the automatic extension of the deadline to complete our initial business combination and $0.45 million dollars for working capital purposes.
Pursuant to our second amended and restated certificate of incorporation, we extended the period of time to consummate a business combination by an additional three months for a total of 18 months from the closing of our initial public offering. In order to effectuate such extension, our sponsor deposited into the trust account $1,500,000, or $0.10 per share. The payment was made to the Company by the Sponsor in the form of a non-interest bearing loan payable upon the consummation of our initial business combination. If we do not complete a business combination, such loan will not be repaid.
We have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate of incorporation.
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 payments to CCM, the $10,000
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.
We have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate of incorporation.
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 payments to CCM, 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
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initial business combination and repayment of any loans, 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, such individuals 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
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 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, such individuals 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 to our stockholders. However, 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.
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.
All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by a majority of our uninterested “independent” directors or the members of our board who do not have an interest in 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.
at the time of its determination in a Current Report on Form 8-K or a periodic report, as required by the SEC.
All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by a majority of our uninterested “independent” directors or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.
Related Party Policy
Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we
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.
available to us with respect to such a transaction from unaffiliated third parties.
Related Party Policy
Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or
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.
mediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.
Our audit committee, pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. The audit committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director may participate in the approval of any transaction in which he is a related party, but that director is required to provide the audit committee with all material information concerning the transaction. We also require each of our directors and executive officers to complete 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.
to approve a related party transaction, including whether the related party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director may participate in the approval of any transaction in which he is a related party, but that director is required to provide the audit committee with all material information concerning the transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.
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These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.
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 sponsor, officers or directors 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 approval of a majority of our disinterested independent directors.
ITEM 14. PRINCIPAL ACCOUNTING
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.
conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors 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 approval of a majority of our disinterested independent directors.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Marcum, LLP (“Marcum”), acts as our independent registered public accounting firm. The following is a summary of fees paid or to be paid to Marcum for the for the fiscal year ended September 30, 2022 and the period November 30, 2020 (inception) through September 30, 2021.
Fiscal Year Ended September 30,
2022
2021
Audit Fees
115,875
94,760
Audit-Related Fees
Tax Fees
All Other Fees
Total
115,875
94,760
Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum 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.
30, 2020 (inception) through September 30, 2021.
Fiscal Year Ended September 30,
2022
2021
Audit Fees
115,875
94,760
Audit-Related Fees
Tax Fees
All Other Fees
Total
115,875
94,760
Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings.
Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.
Tax Fees. Tax fees consist of fees billed for tax planning services and tax advice. The board of directors must specifically approve all other tax services.
All Other Fees. Other services are services provided by the independent registered public accounting firm that do not fall within the established audit, audit-related, and tax services categories. The board of directors preapproves specified other services that do not fall within any of the specified prohibited categories of services
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 statute or regulation and consultations concerning financial accounting and reporting standards.
Tax Fees. Tax fees consist of fees billed for tax planning services and tax advice. The board of directors must specifically approve all other tax services.
All Other Fees. Other services are services provided by the independent registered public accounting firm that do not fall within the established audit, audit-related, and tax services categories. The board of directors preapproves specified other services that do not fall within any of the specified prohibited categories of services.
Pre-Approval Policy
All of the foregoing services were pre-approved by our audit committee. Our audit committee will pre-approve all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)
The following documents are filed as part of this Annual Report on Form 10-K:
Financial Statements: See “Index to Financial Statements” at “Item 8. Financial Statements and Supplementary Data” herein.
(b)
Exhibits:
Information in response to this Item is incorporated herein by reference to the Exhibit Index to this Form 10-K.
ITEM 16
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
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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.
performed.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)
The following documents are filed as part of this Annual Report on Form 10-K:
Financial Statements: See “Index to Financial Statements” at “Item 8. Financial Statements and Supplementary Data” herein.
(b)
Exhibits:
Information in response to this Item is incorporated herein by reference to the Exhibit Index to this Form 10-K.
ITEM 16. FORM 10-K SUMMARY
None.
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EXHIBIT INDEX
Exhibit No.
Description
Incorporation by Reference
1.1
Underwriting Agreement, dated August 12, 2021, by and between the Company and Northland, as representative of the several underwriters.
Previously filed Exhibit 1.1 to our Current Report on Form 8-K filed on August 18, 2021 and incorporated by reference herein.
2.1
Business Combination Agreement, dated December 17, 2021
Previously filed as Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-40742) filed with the U.S. Securities and Exchange Commission on December
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.
and Northland, as representative of the several underwriters.
Previously filed Exhibit 1.1 to our Current Report on Form 8-K filed on August 18, 2021 and incorporated by reference herein.
2.1
Business Combination Agreement, dated December 17, 2021
Previously filed as Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-40742) filed with the U.S. Securities and Exchange Commission on December 17, 2021 and incorporated by reference herein.
2.2
First Amendment to Business Combination Agreement, dated as of November 10, 2022, by and between Armada Acquisition Corp. I and Rezolve Limited.
Previously filed as Exhibit 2.2 to the Current Report on Form 8-K (File No. 001-40742) filed with the U.S. Securities and Exchange Commission on November 14, 2022 and incorporated by reference herein.
3.1
Second Amended and Restated Certificate of Incorporation.
Previously filed as Exhibit 3.1 to our Current Report on Form 8-K filed on August 18, 2021 and incorporated by reference herein.
3.2
Bylaws.
Previously filed as
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 the Current Report on Form 8-K (File No. 001-40742) filed with the U.S. Securities and Exchange Commission on November 14, 2022 and incorporated by reference herein.
3.1
Second Amended and Restated Certificate of Incorporation.
Previously filed as Exhibit 3.1 to our Current Report on Form 8-K filed on August 18, 2021 and incorporated by reference herein.
3.2
Bylaws.
Previously filed as Exhibit 3.3 to our Registration Statement on Form S-1 on July 2, 2021 and incorporated by reference herein.
4.1
Description of Securities
Filed herewith
4.2
Specimen Unit Certificate
Previously filed as Exhibit 4.1 to our Registration Statement on Form S-1 on July 2, 2021 and incorporated by reference herein.
4.3
Specimen Common Stock Certification
Previously filed as Exhibit 4.2 to our Registration Statement on Form S-1 on July 2, 2021 and incorporated by reference herein.
4.4
Specimen Warrant Certificate
Previously filed as Exhibit 4.3 to our Registration Statement on Form S-1 on July 2, 2021
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.
1 to our Registration Statement on Form S-1 on July 2, 2021 and incorporated by reference herein.
4.3
Specimen Common Stock Certification
Previously filed as Exhibit 4.2 to our Registration Statement on Form S-1 on July 2, 2021 and incorporated by reference herein.
4.4
Specimen Warrant Certificate
Previously filed as Exhibit 4.3 to our Registration Statement on Form S-1 on July 2, 2021 and incorporated by reference herein.
4.5
Warrant Agreement, dated August 12, 2021, by and between the Company and Continental Stock Transfer & Trust Company (“CST”), as warrant agent.
Previously filed as Exhibit 4.4 to our Current Report on Form 8-K filed on August 18, 2021 and incorporated by reference herein.
10.1
Investment Management Trust Agreement, dated August 12, 2021, by and between the Company and CST, as trustee.
Previously filed as Exhibit 10.2 to our Current Report on Form 8-K filed on August 18, 2021 and incorporated by reference herein.
10.2
Registration Rights Agreement, dated August 12, 2021, by
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.
on Form 8-K filed on August 18, 2021 and incorporated by reference herein.
10.1
Investment Management Trust Agreement, dated August 12, 2021, by and between the Company and CST, as trustee.
Previously filed as Exhibit 10.2 to our Current Report on Form 8-K filed on August 18, 2021 and incorporated by reference herein.
10.2
Registration Rights Agreement, dated August 12, 2021, by and between the Company, its officers, its directors, Armada Sponsor LLC (the “Sponsor”) and EarlyBirdCapital, Inc.
Previously filed as Exhibit 10.3 to our Current Report on Form 8-K filed on August 18, 2021 and incorporated by reference herein.
10.3
Private Placement Shares Purchase Agreement, dated August 12, 2021, by and between the Company and the Sponsor.
Previously filed as Exhibit 10.5 to our Current Report on Form 8-K filed on August 18, 2021 and incorporated by reference herein.
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Exhibit No.
Description
Incorporation by Reference
10.4
Letter Agreement, dated August 12, 2021, by and
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name:Armada Acquisition Corp. I
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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 reference herein.
10.3
Private Placement Shares Purchase Agreement, dated August 12, 2021, by and between the Company and the Sponsor.
Previously filed as Exhibit 10.5 to our Current Report on Form 8-K filed on August 18, 2021 and incorporated by reference herein.
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Exhibit No.
Description
Incorporation by Reference
10.4
Letter Agreement, dated August 12, 2021, by and among the Company, its officers, its directors, and the Sponsor.
Previously filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 18, 2021 and incorporated by reference herein.
10.5
Administrative Services Agreement, dated August 12, 2021, by and between the Company and the Sponsor.
Previously filed as Exhibit 10.4 to our Current Report on Form 8-K filed on August 18, 2021 and incorporated by reference herein.
10.6
Stock Escrow Agreement, dated August 12, 2021, by and between the Company, its directors, its officers, the Sponsor and CST.
Previously filed as Exhibit 10.6 to our Current Report on Form 8
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.
August 12, 2021, by and between the Company and the Sponsor.
Previously filed as Exhibit 10.4 to our Current Report on Form 8-K filed on August 18, 2021 and incorporated by reference herein.
10.6
Stock Escrow Agreement, dated August 12, 2021, by and between the Company, its directors, its officers, the Sponsor and CST.
Previously filed as Exhibit 10.6 to our Current Report on Form 8-K filed on August 18, 2021 and incorporated by reference herein.
10.7
Business Combination Marketing Agreement, dated August 12, 2021, by and between the Company and Northland.
Previously filed as Exhibit 10.7 to our Current Report on Form 8-K filed on August 18, 2021 and incorporated by reference herein.
10.8
Founder Securities Subscription Agreement dated June 16, 2021, by and between the Registrant and Armada Sponsor LLC.
Previously filed as Exhibit 10.7 to our Registration Statement on Form S-1 on July 2, 2021 and incorporated by reference herein.
10.9
Form of Indemnification Agreement
Previously filed as Exhibit 10.8 to
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.
Form 8-K filed on August 18, 2021 and incorporated by reference herein.
10.8
Founder Securities Subscription Agreement dated June 16, 2021, by and between the Registrant and Armada Sponsor LLC.
Previously filed as Exhibit 10.7 to our Registration Statement on Form S-1 on July 2, 2021 and incorporated by reference herein.
10.9
Form of Indemnification Agreement
Previously filed as Exhibit 10.8 to our Registration Statement on Form S-1 on July 2, 2021 and incorporated by reference herein.
14
Code of Ethics
Filed herewith.
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith.
31.2*
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith.
32.1*
Certification of Principal
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.
and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith.
31.2*
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith.
32.1*
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Filed herewith.
32.2*
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Filed herewith.
101.INS*
XBRL Instance Document
Filed herewith.
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
Filed herewith.
101.SCH*
XBRL Taxonomy Extension Schema Document
Filed herewith.
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
Filed herewith.
101
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.
.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Filed herewith.
101.INS*
XBRL Instance Document
Filed herewith.
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
Filed herewith.
101.SCH*
XBRL Taxonomy Extension Schema Document
Filed herewith.
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
Filed herewith.
101.LAB*
XBRL Taxonomy Extension Labels Linkbase Document
Filed herewith.
71
Exhibit No.
Description
Incorporation by Reference
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
Filed herewith.
104*
Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).
Filed herewith.
Filed herewith.
72
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this day of December 21,
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.
Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).
Filed herewith.
Filed herewith.
72
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this day of December 21, 2022.
ARMADA ACQUISITION CORP. I
By:
/s/ Stephen P. Herbert
Name: Stephen P. Herbert
Title: Chief Executive Officer and Chairman
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. The undersigned hereby constitute and appoint Stephen P. Herbert and Douglas M. Lurio, and each of them, their true and lawful agents and attorneys-in-fact with full power and authority in said agents and attorneys-in-fact, and in any one or more of them,
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.
Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. The undersigned hereby constitute and appoint Stephen P. Herbert and Douglas M. Lurio, and each of them, their true and lawful agents and attorneys-in-fact with full power and authority in said agents and attorneys-in-fact, and in any one or more of them, to sign for the undersigned and in their respective names as Directors and officers of Armada Acquisition Corp. I, any amendment or supplement hereto. The undersigned hereby confirm all acts taken by such agents and attorneys-in-fact, or any one or more of them, as herein authorized.
Signature
Title
Date
/s/ Stephen P. Herbert Stephen P. Herbert
Chief Executive Officer, Chairman and Director (Principal Executive Officer) (Principal Executive Officer)
December 21, 2022
/s/ Douglas M. Lurio Douglas M. Lurio
President, Treasurer and Secretary (Principal Financial and Accounting Officer)
December 21, 2022
/s/ Mohammad A. Khan Mohammad A. Khan
Director
December 21
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.
herein authorized.
Signature
Title
Date
/s/ Stephen P. Herbert Stephen P. Herbert
Chief Executive Officer, Chairman and Director (Principal Executive Officer) (Principal Executive Officer)
December 21, 2022
/s/ Douglas M. Lurio Douglas M. Lurio
President, Treasurer and Secretary (Principal Financial and Accounting Officer)
December 21, 2022
/s/ Mohammad A. Khan Mohammad A. Khan
Director
December 21, 2022
/s/ Thomas A. Decker Thomas A. Decker
Director
December 21, 2022
/s/ Celso L. White Celso L. White
Director
December 21, 2022
73
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.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File
No.
(Exact name of registrant as specified in its
charter)
Delaware
85-3810850
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
PA
(Address of Principal Executive Offices, including zip code)
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
TradingSymbol(s)
Name of each exchangeon which registered
Units, each consisting of one share of Common Stock and one-half of one Redeemable Warrant
AACIU
The Nasdaq Stock Market
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
of Principal Executive Offices, including zip code)
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
TradingSymbol(s)
Name of each exchangeon which registered
Units, each consisting of one share of Common Stock and one-half of one Redeemable Warrant
AACIU
The Nasdaq Stock Market LLC
Common Stock, par value $0.0001 per share
AACI
The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Common Stock for $11.50 per share
AACIW
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
icate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes
At
May 10
Table of Contents
ARMADA ACQUISITION CORP. I
Quarterly Report on Form 10-Q
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
Condensed Balance Sheets as of March 31, 2023 (Unaudited)
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes
At
May 10
Table of Contents
ARMADA ACQUISITION CORP. I
Quarterly Report on Form 10-Q
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
Condensed Balance Sheets as of March 31, 2023 (Unaudited) and September 30, 2022
Condensed Statements of Operations for the three and six months ended March 31, 2023 and 2022 (Unaudited)
Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended March 31, 2023 and 2022 (Unaudited)
Condensed Statements of Cash Flows for the six months ended March 31, 2023 and 2022 (Unaudited)
Notes to Unaudited Condensed Financial Statements
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
17
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
24
Item 4.
Controls and Procedures
25
PART
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
31, 2023 and 2022 (Unaudited)
Condensed Statements of Cash Flows for the six months ended March 31, 2023 and 2022 (Unaudited)
Notes to Unaudited Condensed Financial Statements
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
17
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
24
Item 4.
Controls and Procedures
25
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
26
Item 1A.
Risk Factors
26
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
26
Item 3.
Defaults Upon Senior Securities
26
Item 4.
Mine Safety Disclosures
26
Item 5.
Other Information
26
Item 6.
Exhibits
26
SIGNATURES
29
Table of Contents
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
ARMADA ACQUISITION CORP. I
CONDENSED BALANCE SHEETS
March 31, 2023
September 30, 2022
(Unaudited)
(Audited)
Assets
Cash
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
4.
Mine Safety Disclosures
26
Item 5.
Other Information
26
Item 6.
Exhibits
26
SIGNATURES
29
Table of Contents
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
ARMADA ACQUISITION CORP. I
CONDENSED BALANCE SHEETS
March 31, 2023
September 30, 2022
(Unaudited)
(Audited)
Assets
Cash
235,949
177,578
Prepaid expenses
3,736
61,942
Total current assets
239,685
239,520
Investment held in Trust Account
36,725,055
150,844,925
Total Assets
36,964,740
151,084,445
Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit
Current liabilities:
Accounts payable
3,545,202
3,137,535
Franchise tax payable
81,200
150,000
Income tax payable
181,118
145,621
Excise tax payable
1,170,799
Promissory Notes-Related Party
2,201,754
251,754
Total
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
,964,740
151,084,445
Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit
Current liabilities:
Accounts payable
3,545,202
3,137,535
Franchise tax payable
81,200
150,000
Income tax payable
181,118
145,621
Excise tax payable
1,170,799
Promissory Notes-Related Party
2,201,754
251,754
Total current liabilities
7,180,073
3,684,910
Commitments and Contingencies (Note 4)
Common stock subject to possible redemption, 3,508,852 and 15,000,000 shares at redemption value of $10.44 and $10.04 per share at March 31, 2023 and September 30, 2022, respectively
36,617,400
150,548,862
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized, 5,709
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
and $10.04 per share at March 31, 2023 and September 30, 2022, respectively
36,617,400
150,548,862
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized, 5,709,500 shares issued and outstanding (excluding 3,508,852 and 15,000,000 shares subject to possible redemption) at March 31, 2023 and September 30, 2022, respectively
570
570
Additional paid-in capital
941,796
Accumulated deficit
(6,833,303
(4,091,693
Total Stockholders’ Deficit
(6,832,733
(3,149,327
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit
36,964,740
151,084,445
The accompanying notes are an integral part of these unaudited condensed financial statements.
Table of Contents
ARMADA ACQUISITION CORP
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
,796
Accumulated deficit
(6,833,303
(4,091,693
Total Stockholders’ Deficit
(6,832,733
(3,149,327
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit
36,964,740
151,084,445
The accompanying notes are an integral part of these unaudited condensed financial statements.
Table of Contents
ARMADA ACQUISITION CORP. I
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended March 31,
For the Six Months Ended March 31,
2023
2022
2023
2022
Formation and operating costs
790,735
356,666
1,185,087
2,367,661
Stock-based compensation
27,963
27,963
55,926
55,926
Loss from operations
(818,698
(384,629
(1,241,013
(2,423,587
Other income
Trust interest income
974,408
12,243
2,264,081
15,087
Total other income
974,408
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
,735
356,666
1,185,087
2,367,661
Stock-based compensation
27,963
27,963
55,926
55,926
Loss from operations
(818,698
(384,629
(1,241,013
(2,423,587
Other income
Trust interest income
974,408
12,243
2,264,081
15,087
Total other income
974,408
12,243
2,264,081
15,087
Income (Loss) before provision for income taxes
155,710
(372,286
1,023,068
(2,408,500
Provision for income taxes
(182,853
(443,184
Net (loss) income
(27,143
(372,386
579,884
(2,408,500
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption
7,722,273
15,000,000
11,401,124
15,000,000
Basic and diluted net (loss) income per share
(0.00
(0.02
0.03
(0.
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
(443,184
Net (loss) income
(27,143
(372,386
579,884
(2,408,500
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption
7,722,273
15,000,000
11,401,124
15,000,000
Basic and diluted net (loss) income per share
(0.00
(0.02
0.03
(0.02
Basic and diluted weighted average shares outstanding, non-redeemable common stock
5,709,500
5,709,500
5,709,500
5,709,500
Basic and diluted net (loss) income per share
(0.00
0.03
(0.02
The accompanying notes are an integral part of these unaudited condensed financial statements.
Table of Contents
ARMADA ACQUISITION CORP. I
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(Unaudited)
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2023
Common Stock
AdditionalPaid-in
Accumulated
TotalStockholders’
Shares
Amount
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
00
0.03
(0.02
The accompanying notes are an integral part of these unaudited condensed financial statements.
Table of Contents
ARMADA ACQUISITION CORP. I
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(Unaudited)
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2023
Common Stock
AdditionalPaid-in
Accumulated
TotalStockholders’
Shares
Amount
Capital
Deficit
Deficit
Balance as of September 30, 2022
5,709,500
570
941,796
(4,091,693
(3,149,327
Stock-based compensation
27,963
27,963
Subsequent remeasurement of common stock subject to possible redemption
(2,479,343
(2,479,343
Net income
607,027
607,027
Balance as of December 31, 2022
5,709,500
570
969,759
(5,964,009
(4,993,680
Stock-based compensation
27,963
27,963
Capital contribution made by Sponsor related to the shareholder non-red
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
963
Subsequent remeasurement of common stock subject to possible redemption
(2,479,343
(2,479,343
Net income
607,027
607,027
Balance as of December 31, 2022
5,709,500
570
969,759
(5,964,009
(4,993,680
Stock-based compensation
27,963
27,963
Capital contribution made by Sponsor related to the shareholder non-redemption agreements
1,102,909
Cost of raising capital related to the shareholder non-redemption agreements
(1,102,909
Subsequent remeasurement of common stock subject to possible redemption
(669,074
(669,074
Excise tax payable on redemption
(997,722
(173,077
(1,170,799
Net loss
(27,143
(27,143
Balance as of March 31, 2023
5,709,500
570
(6,833,303
(6,832,733
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2022
Common Stock
Additional Paid-in
Accumulated
Total Stockholders’
Shares
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
on redemption
(997,722
(173,077
(1,170,799
Net loss
(27,143
(27,143
Balance as of March 31, 2023
5,709,500
570
(6,833,303
(6,832,733
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2022
Common Stock
Additional Paid-in
Accumulated
Total Stockholders’
Shares
Amount
Capital
Deficit
Equity (Deficit)
Balance as of September 30, 2021
6,834,500
683
1,378,693
(468,899
910,477
Forfeiture of founder shares
(1,125,000
(113
113
Stock-based compensation
27,963
27,963
Net loss
(2,036,114
(2,036,114
Balance as of December, 2021
5,709,500
570
1,406,769
(2,505,013
(1,097,674
Stock-based compensation
27,963
27,963
Net loss
(372,386
(372
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
(1,125,000
(113
113
Stock-based compensation
27,963
27,963
Net loss
(2,036,114
(2,036,114
Balance as of December, 2021
5,709,500
570
1,406,769
(2,505,013
(1,097,674
Stock-based compensation
27,963
27,963
Net loss
(372,386
(372,386
Balance as of March 31, 2022
5,709,500
570
1,434,732
(2,877,399
(1,442,097
The accompanying notes are an integral part of these unaudited condensed financial statements.
Table of Contents
ARMADA ACQUISITION CORP. I
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months Ended March 31,
2023
2022
Cash Flows from Operating Activities:
Net income (loss)
579,884
(2,408,500
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on cash and marketable securities
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statements.
Table of Contents
ARMADA ACQUISITION CORP. I
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months Ended March 31,
2023
2022
Cash Flows from Operating Activities:
Net income (loss)
579,884
(2,408,500
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account
(2,264,081
(15,087
Stock-based compensation
55,926
55,926
Changes in current assets and liabilities:
Prepaid expenses
58,206
249,694
Accounts payable and accrued expenses
407,667
1,642,614
Income tax payable
35,497
Franchise tax payable
(68,800
161,363
Net cash used in operating activities
(1,195,701
(313,990
Cash Flows from Investing Activities:
Withdrawals from trust for redemptions
117,079,879
Withdrawals from trust to pay for taxes
804,072
Principal deposited in Trust Account
(1,500,000
Net cash provided
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667
1,642,614
Income tax payable
35,497
Franchise tax payable
(68,800
161,363
Net cash used in operating activities
(1,195,701
(313,990
Cash Flows from Investing Activities:
Withdrawals from trust for redemptions
117,079,879
Withdrawals from trust to pay for taxes
804,072
Principal deposited in Trust Account
(1,500,000
Net cash provided by investing activities
116,383,951
Cash Flows from Financing Activities:
Proceeds from issuance of promissory note to related party
1,950,000
Redemptions of class A shares
(117,079,879
Net cash used in financing activities
(115,129,879
Net change in cash
58,371
(313,990
Cash, beginning of the period
177,578
657,590
Cash, end of the period
235,949
343,600
Supplemental disclosure of non-cash financing activities:
Subsequent remeasurement of common stock subject to possible redemption
3,148,417
Excise tax payable on redemptions
1,170,799
The accompanying
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activities
(115,129,879
Net change in cash
58,371
(313,990
Cash, beginning of the period
177,578
657,590
Cash, end of the period
235,949
343,600
Supplemental disclosure of non-cash financing activities:
Subsequent remeasurement of common stock subject to possible redemption
3,148,417
Excise tax payable on redemptions
1,170,799
The accompanying notes are an integral part of these unaudited condensed financial statements.
Table of Contents
ARMADA ACQUISITION CORP. I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2023
Note 1 — Organization, Business Operations and Going Concern
Armada Acquisition Corp. I (the “Company”) is a blank check company incorporated as a Delaware corporation on
As of March 31, 2023, the Company had not commenced any operations. All activity for the period from November 5, 2020 (inception) through March 31, 2023, relates to the Company’s formation and the initial public offering (the “IPO”) described below, and
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1 — Organization, Business Operations and Going Concern
Armada Acquisition Corp. I (the “Company”) is a blank check company incorporated as a Delaware corporation on
As of March 31, 2023, the Company had not commenced any operations. All activity for the period from November 5, 2020 (inception) through March 31, 2023, relates to the Company’s formation and the initial public offering (the “IPO”) described below, and since the closing of the IPO, the search for a prospective initial Business Combination. Armada Acquisition Corp. I will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. Armada Acquisition Corp. I will generate
non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.
Armada Acquisition Corp. I’s sponsor is Armada Sponsor LLC (the “Sponsor”).
The registration statement for the Company’s IPO was declared effective on August 12, 2021 (the “Effective Date”). On August 17, 2021, the Company commenced the IPO of
Simultaneously with the consummation of the IPO, the Company consummated the private placement of
Transaction costs amounted to $
Following the closing of
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cash equivalents from the proceeds derived from the IPO.
Armada Acquisition Corp. I’s sponsor is Armada Sponsor LLC (the “Sponsor”).
The registration statement for the Company’s IPO was declared effective on August 12, 2021 (the “Effective Date”). On August 17, 2021, the Company commenced the IPO of
Simultaneously with the consummation of the IPO, the Company consummated the private placement of
Transaction costs amounted to $
Following the closing of the IPO on August 17, 2021, after releasing funds to the Company to be held outside of the Trust, $
2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay tax obligations, the proceeds from the IPO and the sale of the Private Shares will not be released from the Trust Account until the earlier of the completion of a Business Combination or the Company’s redemption of
Armada Acquisition Corp. I’s management has broad discretion with respect to the sp
ecific application of the net proceeds of the IPO and the sale of Private Shares, although substantially all of the net proceeds are intended to be applied generally
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on the funds held in the Trust Account that may be released to the Company to pay tax obligations, the proceeds from the IPO and the sale of the Private Shares will not be released from the Trust Account until the earlier of the completion of a Business Combination or the Company’s redemption of
Armada Acquisition Corp. I’s management has broad discretion with respect to the sp
ecific application of the net proceeds of the IPO and the sale of Private Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.
Armada Acquisition Corp. I must complete one or more initial Business Combinations having an aggregate fair market value of at least
Table of Contents
In connection with any proposed Business Combination, the Company will either (1) seek stockholders approval of the initial Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide its stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote)
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initial Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide its stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein. The decision as to whether the Company will seek stockholders approval of a proposed Business Combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely in its discretion.
The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480
, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $
Following
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allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely in its discretion.
The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480
, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $
Following the exercise of the automatic extension of the deadline for the Company to complete an initial business combination under our second amended and restated certificate of incorporation, the Company had until
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company but net of taxes payable (and less up to $
The Sponsor, officers and directors have agreed (i) to vote any shares owned by them in favor of any proposed Business Combination, (ii) not to redeem any shares in connection with a stockholder vote to approve a proposed initial Business Combination or sell any shares to the Company in a tender offer in connection with a proposed initial Business Combination, (iii
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interest earned on the funds held in the Trust Account and not previously released to the Company but net of taxes payable (and less up to $
The Sponsor, officers and directors have agreed (i) to vote any shares owned by them in favor of any proposed Business Combination, (ii) not to redeem any shares in connection with a stockholder vote to approve a proposed initial Business Combination or sell any shares to the Company in a tender offer in connection with a proposed initial Business Combination, (iii) that the founders’ shares will not participate in any liquidating distributions from the Company’s Trust Account upon winding up if a Business Combination is not consummated.
The Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $
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On December 17, 2021, the Company entered into a business combination agreement with Rezolve Limited, a private limited company incorporated under the laws of England and Wales (“
Rezolve”), Rezolve Group Limited, a Cayman Islands exempted company (“
Cayman NewCo”), and Rezolve Merger Sub, Inc., (“
Rezolve Merger Sub”) (such business combination agreement, the “
Business Combination Agreement,” and
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$
Table of Contents
On December 17, 2021, the Company entered into a business combination agreement with Rezolve Limited, a private limited company incorporated under the laws of England and Wales (“
Rezolve”), Rezolve Group Limited, a Cayman Islands exempted company (“
Cayman NewCo”), and Rezolve Merger Sub, Inc., (“
Rezolve Merger Sub”) (such business combination agreement, the “
Business Combination Agreement,” and such business combination, the “
Business Combination”).
In connection with the execution of the definitive Business Combination Agreement, certain investors have agreed to purchase an aggregate of
Subscription Agreements”). The obligations of each party under the subscription agreements are conditioned upon customary closing conditions and the consummation of the Business Combination.
Concurrently with the execution and delivery of the Business Combination Agreement, Armada and the Key Company Shareholders (as defined in the Business Combination Agreement) have entered into the Transaction Support Agreement (the “
Transaction Support Agreement”), pursuant to which, among other things, the Key Company Shareholders have agreed to (a) vote in favor of the Company Reorganization (b) vote in favor of the Business Combination Agreement and the agreements contemplated thereby and the transactions contemplated
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ation of the Business Combination.
Concurrently with the execution and delivery of the Business Combination Agreement, Armada and the Key Company Shareholders (as defined in the Business Combination Agreement) have entered into the Transaction Support Agreement (the “
Transaction Support Agreement”), pursuant to which, among other things, the Key Company Shareholders have agreed to (a) vote in favor of the Company Reorganization (b) vote in favor of the Business Combination Agreement and the agreements contemplated thereby and the transactions contemplated thereby, (c) enter into the Investor Rights Agreement (as described below) at Closing and (d) the termination of certain agreements effective as of Closing.
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)
On February 2, 2023, the Company held an annual meeting of its stock
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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)
On February 2, 2023, the Company held an annual meeting of its stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (“Charter”) to extend the date by which the Company must consummate a business combination or, if it fails to do so, cease its operations and redeem or repurchase
On February 23, 2023, Armada, Rezolve and YA II PN, Ltd., a Cayman Islands exempted limited partnership (“YA”) entered into Standby Equity Purchase Agreement (the “Purchase Agreement”), pursuant to which, among other things, upon the closing of the Business Combination, Rezolve shall have the right to issue and sell to YA up to $
Liquidity and Going Concern
The
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fails to do so, cease its operations and redeem or repurchase
On February 23, 2023, Armada, Rezolve and YA II PN, Ltd., a Cayman Islands exempted limited partnership (“YA”) entered into Standby Equity Purchase Agreement (the “Purchase Agreement”), pursuant to which, among other things, upon the closing of the Business Combination, Rezolve shall have the right to issue and sell to YA up to $
Liquidity and Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.
As of March 31, 2023, the Company had approximately $
Table of Contents
Prior to the completion of the IPO, the Company’s liquidity needs have been satisfied through the $
On May 9, 2022, the Sponsor loaned the Company the aggregate amount of $
are non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving
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$
Table of Contents
Prior to the completion of the IPO, the Company’s liquidity needs have been satisfied through the $
On May 9, 2022, the Sponsor loaned the Company the aggregate amount of $
are non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time. During July 2022, the Company fully repaid one of the promissory notes in the amount of $
In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans, as defined below (see Note 3). As of March 31, 2023, 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
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Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans, as defined below (see Note 3). As of March 31, 2023, 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,
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 unaudited condensed financial statements. The unaudited
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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 unaudited condensed financial statements. The unaudited condensed 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
prevent the abuse or avoidance of the excise tax.
Table of Contents
Any redemption or other repurchase that occurs on or after January 1, 2023, 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 otherwise would depend on a number of factors, including
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things, a new U.S. federal
prevent the abuse or avoidance of the excise tax.
Table of Contents
Any redemption or other repurchase that occurs on or after January 1, 2023, 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 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 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
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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.
As discussed above, during February 2023, holders of
was removed from the Company’s Trust Account to pay such holders. Management has
evaluated the
requirements of the IR Act and the Company’s operations, and has determined that a liability of $
Note 2 — Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements 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”). Accordingly, they do not include all of the information and footnotes required by US GAAP. In the opinion of
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operations, and has determined that a liability of $
Note 2 — Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements 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”). Accordingly, they do not include all of the information and footnotes required by US GAAP. 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 for the period presented in the unaudited condensed financial statements. Operating results for the three and six months ended March 31, 2023, are not necessarily indicative of the results that may be expected through December 31, 2023.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on
Form10-K, as filed with SEC on December 22, 2022.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
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ended March 31, 2023, are not necessarily indicative of the results that may be expected through December 31, 2023.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on
Form10-K, as filed with SEC on December 22, 2022.
Use of Estimates
The preparation of financial statements in conformity with US 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.
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 March 31, 2023 the assets held in the Trust Account were held in a money market fund. Armada Acquisition Corp. I’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of
government securities, cash, or a combination thereof. Armada Acquisition Corp. I’s investments held
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purchased to be cash equivalents. Armada Acquisition Corp. I had $
Investment Held in Trust Account
As of March 31, 2023 the assets held in the Trust Account were held in a money market fund. Armada Acquisition Corp. I’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of
government securities, cash, or a combination thereof. Armada Acquisition Corp. I’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed 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 trust interest income on Investments Held in Trust Account in the accompanying condensed statement of operations.
Table of Contents
As 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.
Armada Acquisition Corp. I classifies its U
.S
. Treasury bills as
held-to-maturity
Held-to-maturity
Held-to-maturity
A decline in the market value of
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in the accompanying condensed statement of operations.
Table of Contents
As 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.
Armada Acquisition Corp. I classifies its U
.S
. Treasury bills as
held-to-maturity
Held-to-maturity
Held-to-maturity
A decline in the market value of
held-to-maturity
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
There were no held to maturity securities on March 31, 2023. The carrying value, excluding gross unrealized holding loss, and fair value of held to maturity securities on September 30, 2022 is 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
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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.
aturity
There were no held to maturity securities on March 31, 2023. The carrying value, excluding gross unrealized holding loss, and fair value of held to maturity securities on September 30, 2022 is 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
Held to maturity investments (U.S. Treasury Bills) recorded as of September 30, 2022 matured on October 22, 2022 and
the total amount of $
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
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
on October 22, 2022 and
the total amount of $
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 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;
Table of Contents
On June 16, 2021, the Sponsor transferred 50,000 shares to each of its Chief Executive Officer and to its President and 35,000 shares to each of its three independent directors. The aforementioned transfer is in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
include:
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
Table of Contents
On June 16, 2021, the Sponsor transferred 50,000 shares to each of its Chief Executive Officer and to its President and 35,000 shares to each of its three independent directors. The aforementioned transfer is in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The aggregate fair value of these shares was $509,552 at issuance. A total of 100,000 shares vested upon consummation of the Initial Public Offering. The remaining 105,000 shares vest in equal quarterly installments until the second anniversary of the consummation of the Company’s Initial Public Offering, or August 17, 2023. Armada Acquisition Corp. I recognized $55,926 of stock-based compensation for the six months ended March 31, 2023 and 2022. At March 31, 2023, there are 55,928 shares that remain unvested. Total unrecognized compensation expense related to the unvested shares at March 31, 2023 amounted
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
quarterly installments until the second anniversary of the consummation of the Company’s Initial Public Offering, or August 17, 2023. Armada Acquisition Corp. I recognized $55,926 of stock-based compensation for the six months ended March 31, 2023 and 2022. At March 31, 2023, there are 55,928 shares that remain unvested. Total unrecognized compensation expense related to the unvested shares at March 31, 2023 amounted to $55,928 and is expected to be recognized over a period of 0.4 years. Income Taxes Armada Acquisition Corp. I accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 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
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
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. 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 March 31, 2023 and September 30, 2022. 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
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
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 March 31, 2023 and September 30, 2022. 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. As of March 31, 2023, and September 30, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate 43.32% and 0.00% for the six months ended March 31, 2023 and 2022. The effective tax rate differs from the statutory tax rate of 21% for six months ended March
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
total amount of unrecognized tax benefits will materially change over the next twelve months. As of March 31, 2023, and September 30, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate 43.32% and 0.00% for the six months ended March 31, 2023 and 2022. The effective tax rate differs from the statutory tax rate of 21% for six months ended March 31, 2023, and 2022, due to the valuation allowance on the deferred tax assets and permanent differences related to the business acquisition expenses. 13 Table of Contents Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. Note 3 — Related Party Transactions Promissory Notes-Related Party On May 9, 2022, the Sponsor loaned the Company the aggregate amount of $483,034 in order to assist the Company to fund its working capital needs. The loan is evidenced by two promissory notes in the aggregate principal amount of $483,034 from the Company, as maker, to the Sponsor, as payee. On
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
, would have a material effect on the Company’s condensed financial statements. Note 3 — Related Party Transactions Promissory Notes-Related Party On May 9, 2022, the Sponsor loaned the Company the aggregate amount of $483,034 in order to assist the Company to fund its working capital needs. The loan is evidenced by two promissory notes in the aggregate principal amount of $483,034 from the Company, as maker, to the Sponsor, as payee. On November 10, 2022 the Sponsor loaned the Company $1,500,000 in order to cover the additional contribution to the trust account in connection with the automatic extension and $450,000 to fund its working capital needs. The promissory notes are non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time. During July 2022, the Company fully repaid one of the promissory notes in the amount of $187,034 which represented monies loaned
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time. During July 2022, the Company fully repaid one of the promissory notes in the amount of $187,034 which represented monies loaned to the Company for the payment of Delaware franchise taxes. Armada Acquisition Corp. I utilized the interest earned on the Trust Account to repay the promissory note. Armada Acquisition Corp. I also paid $44,246 on behalf of the Sponsor for tax services in August and September 2022. The aggregate balance outstanding under all promissory notes was $2,201,754 and $251,754 as of March 31, 2022 and September 30, 2022, respectively.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
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
outstanding under all promissory notes was $2,201,754 and $251,754 as of March 31, 2022 and September 30, 2022, respectively.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 $1,500,000 of the notes may be converted into shares at a price of $10.00 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 March 31, 2023 and September 30, 2022,
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
500,000 of the notes may be converted into shares at a price of $10.00 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 March 31, 2023 and September 30, 2022, no such Working Capital Loans were outstanding. Administrative Service Fee Commencing on the date of the IPO, the Company will pay the Sponsor $10,000 per month for office space, utilities and secretarial support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For each of the three and six months ended March 31, 2023 and 2022, the Company incurred and paid $30,000 and $60,000, respectively, in administrative service fees. Note 4 — Commitments and 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
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
, the Company will cease paying these monthly fees. For each of the three and six months ended March 31, 2023 and 2022, the Company incurred and paid $30,000 and $60,000, respectively, in administrative service fees. Note 4 — Commitments and 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. 14 Table of Contents
Table of Contents
Table of Contents
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
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
other than the holders of the representative shares) are entitled to make up to two demands that the Company registers such securities. 14 Table of Contents
Table of Contents
Table of Contents
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, which qualify as financial instruments under ASC 820, “Fair Value Measurement” approximates the carrying amounts represented in the condensed balance sheets.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
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 Measurement” approximates the carrying amounts represented in the condensed balance sheets.
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
ASC340-10-S99-1
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
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
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,
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.
Table of Contents
At March 31, 2023 and September 30, 2022, the common stock reflected in the balance sheets are reconciled in the following table:
Gross Proceeds
150,000,000
Less:
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
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.
Table of Contents
At March 31, 2023 and 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
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
Less: Redemptions
(117,079,879
Plus: Remeasurement of carrying value to redemption value
3,148,417
Common stock subject to possible redemption – March 31, 2023
36,617,400
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
easurement 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
Less: Redemptions
(117,079,879
Plus: Remeasurement of carrying value to redemption value
3,148,417
Common stock subject to possible redemption – March 31, 2023
36,617,400
Net Income (Loss) Per Common Stock
Armada Acquisition Corp. I complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (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 income (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
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
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 income (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 income (loss) per common stock because the redemption value approximates fair value.
For the Three Months Ended March 31,
2023
2022
Common stocksubject toredemption
Commonstock
Common stock subject toredemption
Common stock
Basic and diluted net (loss) income per share
Numerator:
Allocation of net (loss) income
(15,605
(11,538
269,721
102,665
Denominator
Weighted-average shares outstanding
7,722,273
5,709,500
15,000,000
5,709,500
Basic and diluted net (loss) income per share
(0.00
(0.00
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
emption
Common stock
Basic and diluted net (loss) income per share
Numerator:
Allocation of net (loss) income
(15,605
(11,538
269,721
102,665
Denominator
Weighted-average shares outstanding
7,722,273
5,709,500
15,000,000
5,709,500
Basic and diluted net (loss) income per share
(0.00
(0.00
(0.02
(0.02
For the Six Months Ended March 31,
2023
2022
Common stocksubject toredemption
Commonstock
Common stock subject toredemption
Common stock
Basic and diluted net income (loss) per share
Numerator:
Allocation of net income (loss)
386,387
193,497
(1,744,489
(664,011
Denominator
Weighted-average shares outstanding
11,401,124
5,709,500
15,000,000
5,709,500
Basic and diluted net income (loss) per share
0.03
0.03
(0.12
(0.12
Stock-Based Compensation
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
loss) per share
Numerator:
Allocation of net income (loss)
386,387
193,497
(1,744,489
(664,011
Denominator
Weighted-average shares outstanding
11,401,124
5,709,500
15,000,000
5,709,500
Basic and diluted net income (loss) per share
0.03
0.03
(0.12
(0.12
Stock-Based Compensation
Armada Acquisition Corp. I accounts for share-based payments in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation,” (“ASC 718”) which requires that all equity awards be accounted for at their “fair value.” Armada Acquisition Corp. I measures and recognizes compensation expense for all share-based payments on their estimated fair values measured as of the grant date. These costs are recognized as an expense in the condensed statements of operations upon vesting, once the applicable performance conditions are met, with an offsetting increase to additional
paid-in capital. Forfeitures are recognized as they occur.
Table of Contents
On June 16, 2021, the Sponsor transferred
shares to each of its
independent directors. The aforementioned transfer is in the scope of ASC 718.
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
-based payments on their estimated fair values measured as of the grant date. These costs are recognized as an expense in the condensed statements of operations upon vesting, once the applicable performance conditions are met, with an offsetting increase to additional
paid-in capital. Forfeitures are recognized as they occur.
Table of Contents
On June 16, 2021, the Sponsor transferred
shares to each of its
independent directors. The aforementioned transfer is in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The aggregate fair value of these shares was $
At March 31, 2023
, th
ere are
Income Taxes
Armada Acquisition Corp. I accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 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
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
taxes under ASC 740, “Income Taxes.” ASC 740 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. 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 March 31, 2023 and September 30, 2022. Armada Acquisition Corp. I is currently not aware of any issues under review that
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
-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 March 31, 2023 and September 30, 2022. 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.
As of March 31, 2023, and September 30, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate
for the six months ended March 31, 2023 and 2022. The
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
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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.
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.
As of March 31, 2023, and September 30, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate
for the six months ended March 31, 2023 and 2022. The effective tax rate differs from the statutory tax rate of
for six months ended March 31, 2023, and 2022, due to the valuation allowance on the deferred tax assets and permanent differences related to the business acquisition expenses.
Table of Contents
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
Note 3 — Related Party Transactions
Promissory Notes-Related Party
On May 9, 2022, the Sponsor loaned the Company the aggregate amount of $
non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii)
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
Note 3 — Related Party Transactions
Promissory Notes-Related Party
On May 9, 2022, the Sponsor loaned the Company the aggregate amount of $
non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time.
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
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
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 $
Administrative Service Fee
Commencing on the date of the IPO, the Company will pay the Sponsor $
Note 4 — Commitments and 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
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
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.
Table of Contents
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
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
. 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 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
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
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 an amount equal to
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)
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
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.
Non-Redemption Agreements
On January 20, 2023, the Company and its Sponsor, entered into one or more agreements (the
“Non-Redemption Agreements” ) with one or more third parties in exchange for them agreeing not to redeem shares of the Company’s common stock sold in its Initial Public Offering (the “public shares”) at the 2023 annual meeting of stockholders called by the Company (the “Meeting”) at which a proposal to approve an extension of time for the Company to consum
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
On January 20, 2023, the Company and its Sponsor, entered into one or more agreements (the
“Non-Redemption Agreements” ) with one or more third parties in exchange for them agreeing not to redeem shares of the Company’s common stock sold in its Initial Public Offering (the “public shares”) at the 2023 annual meeting of stockholders called by the Company (the “Meeting”) at which a proposal to approve an extension of time for the Company to consummate an initial business combination (the “Extension Proposal”) from
Non-Redemption Agreements provide for the allocation of up to
Non-Redemption Agreements are also members of the Sponsor. Armada Acquisition Corp. I estimated the aggregate fair value of the
Non-Redeeming Stockholders to be $
paid-in capital.
Table of Contents
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
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
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