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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.
holders 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 from the date of the IPO until the earlier of the consummation of an initial Business Combination or the liquidation of the Trust Account if the Company fails to consummate a Business Combination during the required time period.
Purchasing Agreement
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 $
ve will not be obligated to draw any amount under the Agreement, will control both the timing and amount of all drawdowns, and will issue stock
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.
, 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 $
ve will not be obligated to draw any amount under the Agreement, will control both the timing and amount of all drawdowns, and will issue stock to YA on each drawn down from the facility. Subject to closing of the Business Combination, Rezolve must file and maintain a registration statement, or multiple registration statements, for resale by YA of the shares. If the Business Combination Agreement is terminated, other than in connection with the consummation of the Business Combination, then the Purchase Agreement shall be terminated and of no further effect, without any liability of any party thereunder. Other than making appropriate disclosure of the Purchase Agreement under the Federal securities laws, the Company has no obligations under the Purchase Agreement.
Note 5 — Recurring Fair Value Measurements
As of March 31, 2023, the assets held in the Trust Account were held in money market fu
nds which invest in U.S. Treasury securities.
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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.
consummation of the Business Combination, then the Purchase Agreement shall be terminated and of no further effect, without any liability of any party thereunder. Other than making appropriate disclosure of the Purchase Agreement under the Federal securities laws, the Company has no obligations under the Purchase Agreement.
Note 5 — Recurring Fair Value Measurements
As of March 31, 2023, the assets held in the Trust Account were held in money market fu
nds which invest in U.S. Treasury securities. As of September 30, 2022, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of
There were no transfers between Levels 1, 2 or 3 during the six months ended March 31, 2023 and 2022.
Note 6 — Subsequent Events
Armada Acquisition Corp. I evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Bas
ed upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in these unaudited condensed financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis
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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.
3 and 2022.
Note 6 — Subsequent Events
Armada Acquisition Corp. I evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Bas
ed upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in these unaudited condensed financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. References to the “Company,” “us” or “we” refer to Armada Acquisition Corp. I.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual
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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.
Regarding Forward-Looking Statements
This Quarterly Report on Form10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.
On February 2, 2023, we held an annual meeting of our stockholders (the “Annual Meeting”). At the Annual Meeting, our stockholders
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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.
,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.
On February 2, 2023, we held an annual meeting of our stockholders (the “Annual Meeting”). At the Annual Meeting, our stockholders approved an amendment to the Company’s 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 100% of the shares of the Company’s Common Stock issued in the Company’s initial public offering, from February 17, 2023 for up to six additional months at the election of the Company, ultimately until as late as August 17, 2023 (the “Extension”). We filed an amendment to the Company’s Charter with the Secretary of State of the State of Delaware reflecting the Extension. In connection with the Extension, the holders of 11,491,148 shares of Common Stock elected to redeem their shares at a per share redemption price of approximately $10.
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ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
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The report is about the company's financial status.
initial public offering, from February 17, 2023 for up to six additional months at the election of the Company, ultimately until as late as August 17, 2023 (the “Extension”). We filed an amendment to the Company’s Charter with the Secretary of State of the State of Delaware reflecting the Extension. In connection with the Extension, the holders of 11,491,148 shares of Common Stock elected to redeem their shares at a per share redemption price of approximately $10.19. As a result, we removed $117,079,879 from our Trust Account to pay such holders.
We are a blank check company incorporated in Delaware on November 5, 2020, for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses.
On August 17, 2021, we consummated our IPO of 15,000,000 units, at $10.00 per unit, generating gross proceeds of $150 million.
Simultaneously with the closing of the IPO, we consummated the private placement of 459,500 Private Shares for an aggregate purchase price of $4,595,000.
Upon the closing of the IPO
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ticker:AACI
name:Armada Acquisition Corp. I
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The report is about the company's financial status.
stock purchase, reorganization or other similar business combination with one or more businesses.
On August 17, 2021, we consummated our IPO of 15,000,000 units, at $10.00 per unit, generating gross proceeds of $150 million.
Simultaneously with the closing of the IPO, we consummated the private placement of 459,500 Private Shares for an aggregate purchase price of $4,595,000.
Upon the closing of the IPO on August 17, 2021, $150,000,000 ($10.00 per unit) from the net proceeds of the sale of the units in the IPO and the sale of Private Shares were placed in the Trust Account.
If we are unable to complete the initial Business Combination within the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us but net of taxes payable (and
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name:Armada Acquisition Corp. I
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The report is about the company's financial status.
Business Combination within the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us but net of taxes payable (and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
On February 2, 2023, we held an annual meeting of our stockholders (the “Annual Meeting”). At the Annual Meeting
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name:Armada Acquisition Corp. I
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The report is about the company's financial status.
, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
On February 2, 2023, we held an annual meeting of our stockholders (the “Annual Meeting”). At the Annual Meeting, our stockholders approved an amendment to the Company’s 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 100% of the shares of the Company’s Common Stock issued in the Company’s initial public offering, from February 17, 2023 for up to six additional months at the election of the Company, ultimately until as late as August 17, 2023 (the “Extension”). We filed an amendment to the Company’s Charter with the Secretary of State of the State of Delaware reflecting the Extension. In connection with the Extension, the holders of 11,491,148 shares of Common Stock elected to redeem their shares at a per share redemption price of
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.
in the Company’s initial public offering, from February 17, 2023 for up to six additional months at the election of the Company, ultimately until as late as August 17, 2023 (the “Extension”). We filed an amendment to the Company’s Charter with the Secretary of State of the State of Delaware reflecting the Extension. In connection with the Extension, the holders of 11,491,148 shares of Common Stock elected to redeem their shares at a per share redemption price of approximately $10.19 As a result, we removed $117,079,879 to pay such holders.
On February 23, 2023, the Company, Rezolve and YA II PN, Ltd., a Cayman Islands exempted limited partnership (“YA”) entered into a 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 $250 million of the ordinary shares of Rezolve during the 36 month period following the closing of the Business Combination. Rezolve will not be obligated to draw any amount under the Agreement, will control both the timing and amount of all drawdowns, and will
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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.
into a 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 $250 million of the ordinary shares of Rezolve during the 36 month period following the closing of the Business Combination. Rezolve will not be obligated to draw any amount under the Agreement, will control both the timing and amount of all drawdowns, and will issue stock to YA on each drawn down from the facility. Subject to closing of the Business Combination, Rezolve must file and maintain a registration statement, or multiple registration statements, for resale by YA of the shares. If the Business Combination Agreement is terminated, other than in connection with the consummation of the Business Combination, then the Purchase Agreement shall be terminated and of no further effect, without any liability of any party thereunder. Other than making appropriate disclosure of the Purchase Agreement under the Federal securities laws, the Company has no obligations under the Purchase Agreement.
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Business Combination Agreement
On December 17, 2021, we announced that we entered into a business combination agreement, dated as of December 17, 2021, with Re
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ticker:AACI
name:Armada Acquisition Corp. I
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The report is about the company's financial status.
with the consummation of the Business Combination, then the Purchase Agreement shall be terminated and of no further effect, without any liability of any party thereunder. Other than making appropriate disclosure of the Purchase Agreement under the Federal securities laws, the Company has no obligations under the Purchase Agreement.
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Business Combination Agreement
On December 17, 2021, we announced that we entered into a business combination agreement, dated as of December 17, 2021, with Rezolve Limited, a private limited liability company registered under the laws of England and Wales (“Rezolve”), Rezolve Group Limited, a Cayman Islands exempted company (“Cayman NewCo”), and Rezolve Merger Sub, Inc., a Delaware corporation (“Rezolve Merger Sub”) (such business combination agreement, the “Business Combination Agreement,” and such business combination, the “Business Combination”).
Pursuant to the terms of the Business Combination Agreement, we, Cayman NewCo, Rezolve and Rezolve Merger Sub will effect a series of transactions including, among other things:
a company reorganization pursuant to which Cayman NewCo will enter into a transfer and exchange agreement (the “Transfer and Exchange Agreement”), pursuant to
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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.
Rezolve Merger Sub”) (such business combination agreement, the “Business Combination Agreement,” and such business combination, the “Business Combination”).
Pursuant to the terms of the Business Combination Agreement, we, Cayman NewCo, Rezolve and Rezolve Merger Sub will effect a series of transactions including, among other things:
a company reorganization pursuant to which Cayman NewCo will enter into a transfer and exchange agreement (the “Transfer and Exchange Agreement”), pursuant to which, each Key Company Shareholder (as defined in the Business Combination Agreement) will transfer to Cayman NewCo his, her or its respective shares of Rezolve in exchange for ordinary shares in Cayman NewCo, such that following the effectiveness of such transfers, the Key Company Shareholders will own the same proportionate equity interests of Cayman NewCo that such Key Company Shareholders owned immediately before such transfers (with the balance of the other shares of Rezolve to be transferred to Cayman NewCo in exchange for an equivalent number and class of shares in Cayman NewCo) and, immediately thereafter, each Key Company Shareholder will transfer to Cayman NewCo all of his, her or its respective shares of Cayman NewCo so received in exchange for his
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ticker:AACI
name:Armada Acquisition Corp. I
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Company Shareholders will own the same proportionate equity interests of Cayman NewCo that such Key Company Shareholders owned immediately before such transfers (with the balance of the other shares of Rezolve to be transferred to Cayman NewCo in exchange for an equivalent number and class of shares in Cayman NewCo) and, immediately thereafter, each Key Company Shareholder will transfer to Cayman NewCo all of his, her or its respective shares of Cayman NewCo so received in exchange for his, her or its applicable pro rata portion of the aggregate stock consideration in accordance with the terms and conditions set forth in the Business Combination Agreement and in such Transfer and Exchange Agreement (with all other shareholders of Rezolve to transfer to Cayman NewCo all of his, her or its respective shares of Cayman NewCo received in exchange for his, her or its applicable pro rata portion of the aggregate stock consideration); and
following the Company Reorganization, but in no event earlier than ten (10) days following the effectiveness of each of the transactions contemplated by the Company Reorganization: (a) Rezolve Merger Sub shall be merged with and into Armada whereupon Rezolve Merger Sub will cease to exist and with Armada surviving the
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The report is about the company's financial status.
or its respective shares of Cayman NewCo received in exchange for his, her or its applicable pro rata portion of the aggregate stock consideration); and
following the Company Reorganization, but in no event earlier than ten (10) days following the effectiveness of each of the transactions contemplated by the Company Reorganization: (a) Rezolve Merger Sub shall be merged with and into Armada whereupon Rezolve Merger Sub will cease to exist and with Armada surviving the Merger as a subsidiary of Cayman NewCo; and (b) Armada shall loan all of its remaining cash in the Trust Account to Cayman NewCo in exchange for a promissory note, to enable Cayman NewCo to fund working capital and transaction expenses. Pursuant to the Merger, all of the outstanding securities of Armada will be converted into the right to receive an equivalent number of securities of Cayman NewCo of the same type and with the same terms.
As a result of the Business Combination (i) the shareholders of Rezolve will receive a number of Cayman NewCo ordinary shares equal to (A) the quotient obtained by dividing (x) $1,750,000,000 by (y) $10
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ticker:AACI
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The report is about the company's financial status.
. Pursuant to the Merger, all of the outstanding securities of Armada will be converted into the right to receive an equivalent number of securities of Cayman NewCo of the same type and with the same terms.
As a result of the Business Combination (i) the shareholders of Rezolve will receive a number of Cayman NewCo ordinary shares equal to (A) the quotient obtained by dividing (x) $1,750,000,000 by (y) $10.00 minus (B) the Outstanding Warrant Number (as defined in the Business Combination Agreement) and minus (C) the Acquisition Shares (as defined in the Business Combination Agreement) (to the extent such Acquisition Shares are not already issued on or prior to the Company Reorganization Date), and (ii) the combined company will pay or cause to be paid all of the transaction expenses.
The consummation of the Business Combination is subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including the completion of the Company Reorganization, the requisite approvals of our stockholders and Rezolve’s shareholders and regulatory approvals.
In connection with the execution of the Business Combination Agreement, we and Cayman NewCo entered into certain subscription agreements, each
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name:Armada Acquisition Corp. I
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The report is about the company's financial status.
Reorganization Date), and (ii) the combined company will pay or cause to be paid all of the transaction expenses.
The consummation of the Business Combination is subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including the completion of the Company Reorganization, the requisite approvals of our stockholders and Rezolve’s shareholders and regulatory approvals.
In connection with the execution of the Business Combination Agreement, we and Cayman NewCo entered into certain subscription agreements, each dated December 17, 2021 (the “Subscription Agreements”), with certain investors, pursuant to which such investors have agreed to purchase an aggregate of 2,050,000 Ordinary Shares (the “PIPE Shares”) of Cayman NewCo (together, the “Subscriptions”), for a purchase price of $10.00 per share, for an aggregate purchase price of $20.5 million to be issued substantially concurrently with the consummation of the Business Combination. The obligations of each party to consummate the Subscriptions are conditioned upon, among other things, customary closing conditions.
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On November 10, 2022 (the “Amendment Date”), Armada and Rezolve entered into a First Amendment to the Business
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Subscriptions”), for a purchase price of $10.00 per share, for an aggregate purchase price of $20.5 million to be issued substantially concurrently with the consummation of the Business Combination. The obligations of each party to consummate the Subscriptions are conditioned upon, among other things, customary closing conditions.
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On November 10, 2022 (the “Amendment Date”), Armada and Rezolve entered into a First Amendment to the Business Combination Agreement (the “Amendment”). Except as specifically set forth in the Amendment, all other terms and provisions of the original Business Combination Agreement remain unaffected and continue in full force and effect. Below is a summary of the key amendments:
Structure of the Business Combination
The Amendment amends the Business Combination Agreement so that Rezolve is substituted for Cayman Newco as applicable. As a result of this amendment, Cayman Newco is no longer a party to the Business Combination Agreement or the Business Combination, and Rezolve will be the listed entity upon the closing. As necessary, Armada and Rezolve have agreed to make any amendments to the Ancillary Documents as are necessary or appropriate to effect the substitution of Rezolve for Cayman Newco in the Business
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ends the Business Combination Agreement so that Rezolve is substituted for Cayman Newco as applicable. As a result of this amendment, Cayman Newco is no longer a party to the Business Combination Agreement or the Business Combination, and Rezolve will be the listed entity upon the closing. As necessary, Armada and Rezolve have agreed to make any amendments to the Ancillary Documents as are necessary or appropriate to effect the substitution of Rezolve for Cayman Newco in the Business Combination.
Termination
The original Business Combination Agreement allowed the parties to terminate such agreement if certain conditions described therein are satisfied. One such condition allowed either Armada or Rezolve to terminate the Business Combination Agreement if the Business Combination is not consummated by August 31, 2022 (the “Termination Date”). The Amendment extended the Termination Date to the later of (i) January 31, 2023 or (ii) fifteen (15) days prior to the last date on which Armada may consummate a Business Combination, as defined in and pursuant to the Second Amended and Restated Certificate of Incorporation of Armada, as approved or extended by the stockholders of Armada from time to time.
The original
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2022 (the “Termination Date”). The Amendment extended the Termination Date to the later of (i) January 31, 2023 or (ii) fifteen (15) days prior to the last date on which Armada may consummate a Business Combination, as defined in and pursuant to the Second Amended and Restated Certificate of Incorporation of Armada, as approved or extended by the stockholders of Armada from time to time.
The original Business Combination Agreement allowed either Armada or Rezolve to terminate the Business Combination Agreement in the event the aggregate transaction proceeds provided or committed to be provided are not more than fifty million dollars ($50,000,000). The Amendment deleted this provision in its entirety.
Incentive Plan
Under the Amendment, Armada and Rezolve agreed and acknowledged that following June 30, 2023, the Board has the right to increase the number of Rezolve shares under the Rezolve Incentive Plan by up to 5% per annum for each calendar year commencing in and including 2023, subject to appropriate shareholder approval as required by applicable law or the NASDAQ rules and regulations.
Articles of Association
Pursuant to the Amendment, Arm
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Plan
Under the Amendment, Armada and Rezolve agreed and acknowledged that following June 30, 2023, the Board has the right to increase the number of Rezolve shares under the Rezolve Incentive Plan by up to 5% per annum for each calendar year commencing in and including 2023, subject to appropriate shareholder approval as required by applicable law or the NASDAQ rules and regulations.
Articles of Association
Pursuant to the Amendment, Armada and Rezolve agreed upon the form of the articles of association of Rezolve to be adopted and become effective upon closing of the Business Combination.
We cannot assure you that our plans to complete our initial business combination will be successful.
Purchasing Agreement
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 $250 million of the ordinary shares of Rezolve during the 36 month period following the closing of the Business Combination.
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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.
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 $250 million of the ordinary shares of Rezolve during the 36 month period following the closing of the Business Combination. Rezolve will not be obligated to draw any amount under the Agreement, will control both the timing and amount of all drawdowns, and will issue stock to YA on each drawn down from the facility. Subject to closing of the Business Combination, Rezolve must file and maintain a registration statement, or multiple registration statements, for resale by YA of the shares. If the Business Combination Agreement is terminated, other than in connection with the consummation of the Business Combination, then the Purchase Agreement shall be terminated and of no further effect, without any liability of any party thereunder. Other than making appropriate disclosure of the Purchase Agreement under the Federal securities laws, the Company has no obligations under the Purchase Agreement.
Results of Operations
For the three months ended March 31,
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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.
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maintain a registration statement, or multiple registration statements, for resale by YA of the shares. If the Business Combination Agreement is terminated, other than in connection with the consummation of the Business Combination, then the Purchase Agreement shall be terminated and of no further effect, without any liability of any party thereunder. Other than making appropriate disclosure of the Purchase Agreement under the Federal securities laws, the Company has no obligations under the Purchase Agreement.
Results of Operations
For the three months ended March 31, 2023, we had a net loss of $27,143, which consisted of formation and operating costs of $790,735, stock-based compensation of $27,963, and income tax provision of $182,853, offset by trust interest income of $974,408.
For the six months ended March 31, 2023, we had a net income of $579,884, which consisted of trust interest income of $2,264,081, offset by formation and operating costs of $1,185,087, stock-based compensation of $55,926, and income tax provision of $443,184.
For the three months ended March 31, 2022, we had a net loss of $372,286, which consisted of
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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.
408.
For the six months ended March 31, 2023, we had a net income of $579,884, which consisted of trust interest income of $2,264,081, offset by formation and operating costs of $1,185,087, stock-based compensation of $55,926, and income tax provision of $443,184.
For the three months ended March 31, 2022, we had a net loss of $372,286, which consisted of operating costs and costs related to a prospective initial Business Combination of $384,629 and stock-based compensation of $27,963, partially offset by trust interest income of $12,243.
For the six months ended March 31, 2022, we had a net loss of $2,408,500, which consisted of operating costs and costs related to a prospective initial Business Combination of $2,367,661 and stock-based compensation of $55,926, partially offset by trust interest income of $15,087.
Following the exercise of the automatic extension of the deadline for us to complete an initial business combination under our second amended and restated certificate of incorporation (“Charter”), we had until February 17, 2023 (or 18 months following our
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 $2,408,500, which consisted of operating costs and costs related to a prospective initial Business Combination of $2,367,661 and stock-based compensation of $55,926, partially offset by trust interest income of $15,087.
Following the exercise of the automatic extension of the deadline for us to complete an initial business combination under our second amended and restated certificate of incorporation (“Charter”), we had until February 17, 2023 (or 18 months following our initial public offering) to consummate a business combination (unless we further extend the period of time to consummate a business
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combination) (the “Combination Period”). At our Annual Meeting held on February 2, 2023, our stockholders approved an amendment to our Charter to consummate a business combination (unless we further extend the period of time to consummate a business combination) (the “Combination Period”). However, if we are unable to complete the initial Business Combination within the Combination Period (unless such period is further extended pursuant to the approval of our stockholders), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten
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 approved an amendment to our Charter to consummate a business combination (unless we further extend the period of time to consummate a business combination) (the “Combination Period”). However, if we are unable to complete the initial Business Combination within the Combination Period (unless such period is further extended pursuant to the approval of our stockholders), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including 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 $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject
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.
net of taxes payable (and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. As of March 31, 2023 the Trust Account has released $118,066,020 to the Company to pay tax obligations and for redemptions, including $117,079,879 for redemptions and $986,141 for tax obligations.
We have also agreed to reimburse the Sponsor for office space, secretarial and administrative services provided to members of our management team, in an amount not to exceed $10,000 per month. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. For the three and 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.
to the Company to pay tax obligations and for redemptions, including $117,079,879 for redemptions and $986,141 for tax obligations.
We have also agreed to reimburse the Sponsor for office space, secretarial and administrative services provided to members of our management team, in an amount not to exceed $10,000 per month. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. For the three and six months ended March 31, 2023 and 2022, the Company paid $30,000 and $60,000, respectively, under this agreement
Liquidity and Going Concern
As of March 31, 2023, we had cash outside our Trust Account of $235,949, available for working capital needs. All remaining cash was held in the Trust Account and is generally unavailable for our use, prior to an initial business combination.
On August 17, 2021, we completed the sale of 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $150,000,000.
Simultaneously with the consummation of the IPO, the Company consummated the private placement of 459,500 shares 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.
,949, available for working capital needs. All remaining cash was held in the Trust Account and is generally unavailable for our use, prior to an initial business combination.
On August 17, 2021, we completed the sale of 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $150,000,000.
Simultaneously with the consummation of the IPO, the Company consummated the private placement of 459,500 shares of common stock (“Private Shares”), at a price of $10.00 per share for an aggregate purchase price of $4,595,000.
In connection with the IPO, the underwriters were granted a 45-day option from the date of the prospectus for the IPO to purchase up to 2,250,000 additional units to cover over-allotments, if any. On October 1, 2021 this option expired unused.
Following our IPO and the sale of the Private Shares, a total of $150,000,000 ($10.00 per Unit) was placed in the Trust Account. We incurred $3,537,515 in IPO related costs, including $1,500,000 of underwriting fees and $2,037,515
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.
to purchase up to 2,250,000 additional units to cover over-allotments, if any. On October 1, 2021 this option expired unused.
Following our IPO and the sale of the Private Shares, a total of $150,000,000 ($10.00 per Unit) was placed in the Trust Account. We incurred $3,537,515 in IPO related costs, including $1,500,000 of underwriting fees and $2,037,515 of other costs.
On May 9, 2022, the Sponsor loaned us the aggregate amount of $483,034 in order to assist us to fund our working capital needs. On November 10, 2022 our Sponsor loaned us $1,500,000 in order to cover the additional contribution to the trust account required in connection with the automatic extension of our deadline to complete our Initial Business Combination and $450,000 for our working capital needs. These loans are evidenced by four promissory notes in the aggregate principal amount of $2,433,034 from us, as maker, to our Sponsor, as payee. The promissory notes are non-interest bearing and due on the earlier of: (i) the liquidation or release
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.
000 in order to cover the additional contribution to the trust account required in connection with the automatic extension of our deadline to complete our Initial Business Combination and $450,000 for our working capital needs. These loans are evidenced by four promissory notes in the aggregate principal amount of $2,433,034 from us, as maker, to our Sponsor, as payee. 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 we consummate an acquisition, merger or other business combination transaction involving us or our affiliates. The principal balance may be prepaid at any time. During July 2022, we fully repaid one of the promissory notes in the amount of $187,034 which represented monies loaned to us for the payment of Delaware franchise taxes. We utilized the interest earned on the Trust Account to repay the promissory note, $120,000 of which was distributed to it from the Trust Account during June 2022, and $62,069 of which was distributed to it from the Trust Account during July 2022. We also paid $44,246 on behalf
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.
repaid one of the promissory notes in the amount of $187,034 which represented monies loaned to us for the payment of Delaware franchise taxes. We utilized the interest earned on the Trust Account to repay the promissory note, $120,000 of which was distributed to it from the Trust Account during June 2022, and $62,069 of which was distributed to it from the Trust Account during July 2022. We 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.
As of March 31, 2023, we had investment held in the Trust Account of $36,725,055. The investment held in the Trust Account was 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. Interest income on the balance in the Trust Account may be used by us to pay taxes.
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As of March 31, 2023 the Trust Account
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 of March 31, 2023, we had investment held in the Trust Account of $36,725,055. The investment held in the Trust Account was 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. Interest income on the balance in the Trust Account may be used by us to pay taxes.
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As of March 31, 2023 the Trust Account has released $118,066,020 to the Company to pay tax obligations and for redemptions. In connection with the Extension approved by our stockholders on February 2, 2023, the holders of 11,491,148 shares of Common Stock elected to redeem their shares at a per share redemption price of approximately $10.19. As a result, $117,079,879 was removed from the Company’s Trust Account to pay such holders.
For the six months ended March 31, 2023, cash used in operating activities was $1,195,701. Net income of $579,884 was impacted primarily by trust interest income of $2,264,081, changes in operating assets and liabilities of $432,570 and stock-based
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.
their shares at a per share redemption price of approximately $10.19. As a result, $117,079,879 was removed from the Company’s Trust Account to pay such holders.
For the six months ended March 31, 2023, cash used in operating activities was $1,195,701. Net income of $579,884 was impacted primarily by trust interest income of $2,264,081, changes in operating assets and liabilities of $432,570 and stock-based compensation of $55,926.
For the six months ended March 31, 2022, cash used in operating activities was $313,990. Net loss of $2,408,500 was impacted primarily by changes in operating assets and liabilities of $2,053,671, stock-based compensation of $55,926, partially offset by trust interest income of $15,087.
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account to complete our initial business combination. We may withdraw interest to pay our taxes and liquidation expenses if we are unsuccessful in completing a business combination. We estimate our annual franchise tax obligations to be $200,000, which is the maximum amount of annual franchise taxes
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.
671, stock-based compensation of $55,926, partially offset by trust interest income of $15,087.
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account to complete our initial business combination. We may withdraw interest to pay our taxes and liquidation expenses if we are unsuccessful in completing a business combination. We estimate our annual franchise tax obligations to be $200,000, which is the maximum amount of annual franchise taxes payable by us as a Delaware corporation per annum, which we may pay from funds from the Public Offering held outside of the Trust Account or from interest earned on the funds held in the Trust Account and released to us for this purpose. Our 2021 Delaware franchise tax amounted to $182,069 and our 2022 Delaware franchise tax exclusive of interest and penalty amounted to $200,000. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account reduced by our operating expense and franchise taxes. We expect the interest earned on the amount in the Trust Account will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial
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.
182,069 and our 2022 Delaware franchise tax exclusive of interest and penalty amounted to $200,000. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account reduced by our operating expense and franchise taxes. We expect the interest earned on the amount in the Trust Account will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. The Trust Account has released $804,072 and $182,069 as of March 31, 2023 and September 30, 2022, respectively, to the Company to pay its income and franchise tax obligations.
Further, our sponsor, officers and directors or their respective affiliates may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we would repay the loans. In the event that a business combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the loans, but no proceeds held
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.
, 2023 and September 30, 2022, respectively, to the Company to pay its income and franchise tax obligations.
Further, our sponsor, officers and directors or their respective affiliates may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we would repay the loans. In the event that a business combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the loans, but no proceeds held in the Trust Account would be used to repay the loans. Such loans would be evidenced by promissory notes and would be repaid upon consummation of a business combination, without interest. There was a balance due to the Sponsor of $2,201,754 and $251,754 under the loans as of March 31, 2023, and September 30, 2022, respectively.
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 for working capital purposes. However, if our estimates of the operating costs are less than the actual
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.
251,754 under the loans as of March 31, 2023, and September 30, 2022, respectively.
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 for working capital purposes. However, if our estimates of the operating costs are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Under the original Business Combination Agreement, either we or Rezolve could have terminated the Business Combination Agreement if the aggregate transaction proceeds (excluding certain amounts invested by the investors specified in the Business Combination Agreement) provided or committed to be provided was not more than $50 million. The Amendment entered into in November 2022 eliminated this provision in its entirety. If we are unable to complete a business combination (including the Business Combination) because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account.
In connection with our assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”)
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.
in the Business Combination Agreement) provided or committed to be provided was not more than $50 million. The Amendment entered into in November 2022 eliminated this provision in its entirety. If we are unable to complete a business combination (including the Business Combination) because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account.
In connection with our assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” our management has determined that we have and will continue to incur significant costs in pursuit of acquisition plans which, in addition to possibility that we might not be able to a close business combination and be forced to liquidate after August 17, 2023 raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities that might be necessary if we are unable to continue as a going concern.
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Off-Balance Sheet Arrangements; Commitments and Contractual Obligations
We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements
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.
a close business combination and be forced to liquidate after August 17, 2023 raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities that might be necessary if we are unable to continue as a going concern.
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Off-Balance Sheet Arrangements; Commitments and Contractual Obligations
We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial agreements involving assets.
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Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than an administrative agreement to reimburse our sponsor for office space, secretarial and administrative services not to exceed $10,000 per month from the date of closing of the Public Offering. Upon completion of a
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.
, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial agreements involving assets.
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Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than an administrative agreement to reimburse our sponsor for office space, secretarial and administrative services not to exceed $10,000 per month from the date of closing of the Public Offering. Upon completion of a business combination or the Company’s liquidation, the Company will cease paying these monthly fees.
Financial Advisory Fee
We 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 (1.0) percent of the aggregate proceeds of the IPO, or $1,500,000, upon closing of the IPO. Affiliates of CCM have and manage investment vehicles with a passive investment in the Sponsor. On August 18, 2021, we paid to CCM an aggregate of $1,500,000. CCM has agreed to defer the payment
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.
provide consulting and advisory services in connection with the IPO, for which it received an advisory fee equal to one (1.0) percent of the aggregate proceeds of the IPO, or $1,500,000, upon closing of the IPO. Affiliates of CCM have and manage investment vehicles with a passive investment in the Sponsor. On August 18, 2021, we paid to CCM an aggregate of $1,500,000. CCM has agreed to defer the payment of the portion of the advisory fee attributable to over-allotment option until the consummation of the initial Business Combination. CCM is engaged to represent our interests only. We have also engaged CCM as an advisor in connection with the initial Business Combination for which it will earn an advisory fee of 2.25% of the gross proceeds of the IPO, or $3,375,000, payable at closing of the Business Combination. On October 1, 2021 the underwriters’ over-allotment option expired unused resulting in no additional fees and commissions related to the over-allotment option to be not payable to CCM by the Company.
Business Combination Marketing Agreement
We engaged the representative of the underwriter as an advisor in connection with Business Combination to
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.
an advisory fee of 2.25% of the gross proceeds of the IPO, or $3,375,000, payable at closing of the Business Combination. On October 1, 2021 the underwriters’ over-allotment option expired unused resulting in no additional fees and commissions related to the over-allotment option to be not payable to CCM by the Company.
Business Combination Marketing Agreement
We engaged the representative of the underwriter as an advisor in connection with Business Combination to assist in holding meetings with our stockholders to discuss the potential Business Combination and the target business’ attributes, introduce us to potential investors that are interested in purchasing our securities in connection with the initial Business Combination and assist us with press releases and public filings in connection with the Business Combination. We will pay the representative a cash fee for such services upon the consummation of the initial Business Combination in an amount equal to 2.25% of the gross proceeds of the IPO, or $3,375,000. We will also pay the representative a separate capital market advisory fee of $2,500,000 upon completion of the initial Business Combination. Additionally, we will pay the representative a cash fee equal to 1.0% of the total consideration payable in the proposed Business
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.
We will pay the representative a cash fee for such services upon the consummation of the initial Business Combination in an amount equal to 2.25% of the gross proceeds of the IPO, or $3,375,000. We will also pay the representative a separate capital market advisory fee of $2,500,000 upon completion of the initial Business Combination. Additionally, we will pay the representative a cash fee equal to 1.0% of the total consideration payable in the proposed Business Combination if the representative introduces us to the target business with which the Company completes a Business Combination.
Right of First Refusal
If we determine to pursue any equity, equity-linked, debt or mezzanine financing relating to or in connection with an initial Business Combination, then Northland Securities, Inc. shall have the right, but not the obligation, to act as book running manager, placement agent and/or arranger, as the case may be, in any and all such financing or financings.
This right of first refusal extends from the date of the IPO until the earlier of the consummation of an initial Business Combination or the liquidation of the Trust Account if the Company fails to consummate a Business Combination during the required time period.
Registration Rights
The holders of 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.
Securities, Inc. shall have the right, but not the obligation, to act as book running manager, placement agent and/or arranger, as the case may be, in any and all such financing or financings.
This right of first refusal extends from the date of the IPO until the earlier of the consummation of an initial Business Combination or the liquidation of the Trust Account if the Company fails to consummate a Business Combination during the required time period.
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 sponsor, officers, directors or their affiliates may issue in payment of Working Capital Loans made to us, 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 we register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Shares and
cik:1844817
ticker:AACI
name:Armada Acquisition Corp. I
exchange:Nasdaq
filing_type:10-Q
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
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 we register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Shares and shares issued to the Sponsor, officers, directors or their affiliates in payment
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of Working Capital Loans made to us can elect to exercise these registration rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a business combination. We 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 1.0% of the gross proceeds of the IPO, or $1,500,000 (and are entitled to an additional $225,000 of deferred underwriting commission payable at the time of an initial Business Combination
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.
-back” registration rights with respect to registration statements filed subsequent to the consummation of a business combination. We 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 1.0% of the gross proceeds of the IPO, or $1,500,000 (and are entitled to an additional $225,000 of deferred underwriting commission payable at the time of an initial Business Combination if the underwriters’ over-allotment is exercised in full). On October 1, 2021 the underwriters’ over-allotment option expired unused resulting in the $225,000 deferred underwriting commission to be not payable to the underwriter.
Business Combination Agreement
We are party to the Business Combination Agreement with Rezolve, Cayman NewCo and Rezolve Merger Sub, dated December 17, 2021. Completion of the proposed transaction pursuant to the Business Combination Agreement is subject to customary closing conditions, including the approval of the Company’s and Rezolve’s respective stockholders and regulatory approvals.
In connection with the execution of the Business Combination Agreement, certain investors have agreed to purchase an aggregate of 2,050,000
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.
Combination Agreement
We are party to the Business Combination Agreement with Rezolve, Cayman NewCo and Rezolve Merger Sub, dated December 17, 2021. Completion of the proposed transaction pursuant to the Business Combination Agreement is subject to customary closing conditions, including the approval of the Company’s and Rezolve’s respective stockholders and regulatory approvals.
In connection with the execution of the Business Combination Agreement, certain investors have agreed to purchase an aggregate of 2,050,000 ordinary shares of Cayman NewCo for the purchase price of $10.00 per share, for an aggregate purchase price of $20.5 million pursuant to certain subscription agreements (the “Subscription Agreements”). The obligations of each party under the subscription agreements are conditioned upon customary closing conditions and the consummation of the Business Combination.
On November 10, 2022, Armada and Rezolve entered into a First Amendment to the Business Combination Agreement (the “Amendment”), to among other things, extend the date on which either party to the Business Combination Agreement had the right to terminate the Business Combination Agreement if the Business Combination had not been completed by such date, and change the structure of the Business Combination such that Cayman NewCo is no longer a party
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.
closing conditions and the consummation of the Business Combination.
On November 10, 2022, Armada and Rezolve entered into a First Amendment to the Business Combination Agreement (the “Amendment”), to among other things, extend the date on which either party to the Business Combination Agreement had the right to terminate the Business Combination Agreement if the Business Combination had not been completed by such date, 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.
Concurrently with the execution and delivery of the Business Combination Agreement, the Company 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Following the consumm
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.
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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Following the consummation of our IPO on August 17, 2021, after releasing funds to Armada to be held outside of the Trust, $150,000,000 from the net proceeds of the sale of the units in the IPO was held in a Trust Account and has been invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will
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.
only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
24
Table of Contents
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of March 31,
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.
, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that as of March 31, 2023, our disclosure controls and procedures were not effective due to material weakness related to accounting for excise tax liability on redemptions established in preparation of the financial statements for the period ended March 31, 2023.
Changes in Internal Control over Financial Reporting
Other than as described above, there were no changes to our internal control over financial reporting that occurred during our fiscal quarter ended March 31, 2023, that have materially affected or are reasonably likely to materially affect, our internal
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.
2023, our disclosure controls and procedures were not effective due to material weakness related to accounting for excise tax liability on redemptions established in preparation of the financial statements for the period ended March 31, 2023.
Changes in Internal Control over Financial Reporting
Other than as described above, there were no changes to our internal control over financial reporting that occurred during our fiscal quarter ended March 31, 2023, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
25
Table of Contents
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
As of the date of this Quarterly Report, there have been no material changes with respect to those risk factors previously disclosed in our Annual Report on Form 10-K for the year ended September 30, 2022, as filed with SEC on December 22, 2022 and our Quarterly Report on Form 10-Q for the quarter ended December 31, 2022, as filed with the SEC on February 14, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us 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.
disclosed in our Annual Report on Form 10-K for the year ended September 30, 2022, as filed with SEC on December 22, 2022 and our Quarterly Report on Form 10-Q for the quarter ended December 31, 2022, as filed with the SEC on February 14, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None.
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
26
Table of Contents
Exhibit No.
Description
Incorporation by Reference
3.1
Second Amended and Restated Certificate of Incorporation.
Previously filed as an exhibit to our Current Report on Form 8-K filed on February 3, 2023
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.
licable.
Item 5. Other Information.
None.
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
26
Table of Contents
Exhibit No.
Description
Incorporation by Reference
3.1
Second Amended and Restated Certificate of Incorporation.
Previously filed as an exhibit to our Current Report on Form 8-K filed on February 3, 2023 and incorporated by reference herein.
10.1
Standby Equity Purchase Agreement dated as of February 23, 2023 by and among Armada Acquisition Corp. I, Rezolve Limited and YA II PN Ltd.
Previously filed as an exhibit to our Current Report on Form 8-K filed on March 1, 2023 and incorporated by reference herein.
10.2
Form of Non-Redemption Agreement and Assignment of Economic Interest
Previously filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 23, 2023 and incorporated by reference herein.
27
Table of Contents
Exhibit No.
Description
Incorporation by Reference
31.1
Certification of Principal Executive Officer Pursuant 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.
8-K filed on March 1, 2023 and incorporated by reference herein.
10.2
Form of Non-Redemption Agreement and Assignment of Economic Interest
Previously filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 23, 2023 and incorporated by reference herein.
27
Table of Contents
Exhibit No.
Description
Incorporation by Reference
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 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.
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.
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.LAB
XBRL Taxonomy Extension Labels Linkbase Document
Filed herewith.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
Filed herewith.
104
Cover Page Interactive Data File (
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.
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.
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.
28
Table of Contents
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ARMADA ACQUISITION CORP. I
Date: May 15, 2023
By:
/s/ Stephen P. Herbert
Name:
Stephen P. Herbert
Title:
Chief Executive Officer
(Principal Executive Officer)
Date: May 15, 2023
By:
/s/ Douglas M. Lurio
Name:
Douglas M. Lurio
Title:
President
(Principal Accounting and Financial Officer)
29
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.
unto duly authorized.
ARMADA ACQUISITION CORP. I
Date: May 15, 2023
By:
/s/ Stephen P. Herbert
Name:
Stephen P. Herbert
Title:
Chief Executive Officer
(Principal Executive Officer)
Date: May 15, 2023
By:
/s/ Douglas M. Lurio
Name:
Douglas M. Lurio
Title:
President
(Principal Accounting and Financial Officer)
29
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.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2023
AAON, INC.
(Exact name of Registrant as Specified in Charter)
Nevada
0-18953
87-0448736
(State or Other Jurisdiction
(Commission File Number: )
(IRS Employer Identification No.)
of Incorporation)
2425 South Yukon Ave.,
Tulsa,
Oklahoma
74107
(Address of Principal Executive Offices)
(Zip Code)
(Registrant's telephone number, including area code):
(918) 583-2266
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12
cik:824142
ticker:AAON
name:AAON, INC.
exchange:Nasdaq
filing_type:8-K
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
)
(Registrant's telephone number, including area code):
(918) 583-2266
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check
cik:824142
ticker:AAON
name:AAON, INC.
exchange:Nasdaq
filing_type:8-K
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
AAON
NASDAQ
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 16, 2023, at the Annual Meeting, the Company's stockholders (i) elected each of the nominees listed below to the Company's Board of Directors to serve until the 2026 Annual Meeting of Stockholders, or until their respective successors are elected and qualified; (ii) approved,
cik:824142
ticker:AAON
name:AAON, INC.
exchange:Nasdaq
filing_type:8-K
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
AAON
NASDAQ
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 16, 2023, at the Annual Meeting, the Company's stockholders (i) elected each of the nominees listed below to the Company's Board of Directors to serve until the 2026 Annual Meeting of Stockholders, or until their respective successors are elected and qualified; (ii) approved, on an advisory basis, a resolution on the compensation of the Company's named executive officers as set forth in the Proxy Statement; and (iii) ratified the selection of Grant Thornton, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. The final results for the votes regarding each proposal are set forth below.
(i) The voting results with respect to the election of each director were as follows:
Nominees
For
Against
Abstain
Broker Non-Votes
Caron A. Lawhorn
44,547,503
1,358,831
46,339
2,757,125
Stephen O. LeClair
39,835,018
6,073,963
43
cik:824142
ticker:AAON
name:AAON, INC.
exchange:Nasdaq
filing_type:8-K
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
2023. The final results for the votes regarding each proposal are set forth below.
(i) The voting results with respect to the election of each director were as follows:
Nominees
For
Against
Abstain
Broker Non-Votes
Caron A. Lawhorn
44,547,503
1,358,831
46,339
2,757,125
Stephen O. LeClair
39,835,018
6,073,963
43,692
2,757,125
David R. Stewart
44,561,602
1,354,912
36,159
2,757,125
(ii) The voting results to approve, on an advisory basis, a resolution on the compensation of the Company's named executive officers as set forth in the Proxy Statement were as follows:
For
Against
Abstain
Broker Non-Votes
43,031,932
2,877,225
43,516
2,757,125
(iii) The voting results with respect to the ratification of the selection of Grant Thornton, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 were as follows:
For
Against
cik:824142
ticker:AAON
name:AAON, INC.
exchange:Nasdaq
filing_type:8-K
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Company's named executive officers as set forth in the Proxy Statement were as follows:
For
Against
Abstain
Broker Non-Votes
43,031,932
2,877,225
43,516
2,757,125
(iii) The voting results with respect to the ratification of the selection of Grant Thornton, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 were as follows:
For
Against
Abstain
Broker Non-Votes
48,124,308
579,893
5,597
Item 8.01 Other Events.
AAON, INC. announced that the Board of Directors has declared its next regular quarterly cash dividend of $0.12 per share or $0.48 annually. The next cash dividend will be payable on June 30, 2023, to stockholders of record as of the close of business on June 9, 2023.
A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit Number
Description
99
cik:824142
ticker:AAON
name:AAON, INC.
exchange:Nasdaq
filing_type:8-K
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
$0.48 annually. The next cash dividend will be payable on June 30, 2023, to stockholders of record as of the close of business on June 9, 2023.
A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit Number
Description
99.1
Press Release Quarterly Cash Dividend Announcement
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AAON, INC.
Date:
March 18, 2023
By:
/s/ Luke A. Bomer
Luke A. Bomer, Secretary
cik:824142
ticker:AAON
name:AAON, INC.
exchange:Nasdaq
filing_type:8-K
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
be signed on its behalf by the undersigned hereunto duly authorized.
AAON, INC.
Date:
March 18, 2023
By:
/s/ Luke A. Bomer
Luke A. Bomer, Secretary
cik:824142
ticker:AAON
name:AAON, INC.
exchange:Nasdaq
filing_type:8-K
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
Commission file number: 0-18953
AAON, INC.
(Exact name of registrant as specified in its charter)
Nevada
87-0448736
(State or other jurisdiction
(IRS Employer
of incorporation or organization)
Identification No.)
2425 South Yukon Ave.,
Tulsa,
Oklahoma
74107
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (918) 583-2266
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
AAON
NASDAQ
Sec
cik:824142
ticker:AAON
name:AAON, INC.
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.
Employer
of incorporation or organization)
Identification No.)
2425 South Yukon Ave.,
Tulsa,
Oklahoma
74107
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (918) 583-2266
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
AAON
NASDAQ
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
☐ Yes ☒ No
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
cik:824142
ticker:AAON
name:AAON, INC.
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.
icate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
☐ Yes ☒ No
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.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the
cik:824142
ticker:AAON
name:AAON, INC.
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.
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report
cik:824142
ticker:AAON
name:AAON, INC.
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.
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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act.)
☐ Yes ☒ No
The aggregate market value of the common equity held by non-affiliates
cik:824142
ticker:AAON
name:AAON, INC.
exchange:Nasdaq
filing_type:10-K
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act.)
☐ Yes ☒ No
The aggregate market value of the common equity held by non-affiliates computed by reference to the closing price of registrant’s common stock on the last business day of registrant’s most recently completed second quarter June 30, 2022 was $2,388.5 million based upon the closing price reported for such date on the Nasdaq Global Select Market.
As of February 22, 2023, registrant had outstanding a total of 53,481,412
shares of its $.004 par value Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of registrant’s definitive Proxy Statement to be filed in connection with the 2023 Annual Meeting of Stockholders to be held May 16, 2023, incorporated herein by reference in Part III of this Annual Report on Form 10-K to the
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Select Market.
As of February 22, 2023, registrant had outstanding a total of 53,481,412
shares of its $.004 par value Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of registrant’s definitive Proxy Statement to be filed in connection with the 2023 Annual Meeting of Stockholders to be held May 16, 2023, incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.
TABLE OF CONTENTS
Item Number and Caption
PageNumber
PART I
1.
Business.
1A.
Risk Factors.
10
1B.
Unresolved Staff Comments.
15
2.
Properties.
15
3.
Legal Proceedings.
16
4.
Mine Safety Disclosure.
16
PART II
5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
17
6.
Reserved.
18
7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
18
7A.
Quantitative and Qualitative Disclosures About Market Risk.
30
8.
Financial Statements and Supplementary Data.
31
9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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ticker:AAON
name:AAON, INC.
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.
.
Mine Safety Disclosure.
16
PART II
5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
17
6.
Reserved.
18
7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
18
7A.
Quantitative and Qualitative Disclosures About Market Risk.
30
8.
Financial Statements and Supplementary Data.
31
9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
69
9A.
Controls and Procedures.
70
9B.
Other Information.
72
PART III
10.
Directors, Executive Officers and Corporate Governance.
72
11.
Executive Compensation.
72
12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
72
13.
Certain Relationships and Related Transactions, and Director Independence.
72
14.
Principal Accountant Fees and Services.
72
PART IV
15.
Exhibits and Financial Statement Schedules.
73
Signatures
75
Forward-Looking Statements
This Annual Report on Form 10-K (or statements otherwise made by the Company or on the Company’s behalf from time to time in other reports, filings with the Securities and Exchange Commission (“SEC”), news releases
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ticker:AAON
name:AAON, INC.
exchange:Nasdaq
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YOU are a financial analyst. You are reading a report of a company.
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Stockholder Matters.
72
13.
Certain Relationships and Related Transactions, and Director Independence.
72
14.
Principal Accountant Fees and Services.
72
PART IV
15.
Exhibits and Financial Statement Schedules.
73
Signatures
75
Forward-Looking Statements
This Annual Report on Form 10-K (or statements otherwise made by the Company or on the Company’s behalf from time to time in other reports, filings with the Securities and Exchange Commission (“SEC”), news releases, conferences, website postings, presentations or otherwise) includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not historical facts are forward-looking statements and involve risks and uncertainties. For all of these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “confident”, “outlook”, “project”, “should”, “will”, and variations of such words and other words of similar meaning or similar expressions are intended to identify
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ticker:AAON
name:AAON, INC.
exchange:Nasdaq
filing_type:10-K
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YOU are a financial analyst. You are reading a report of a company.
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these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “confident”, “outlook”, “project”, “should”, “will”, and variations of such words and other words of similar meaning or similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Important factors that could cause results to differ materially from those in the forward-looking statements include, among others:
market conditions and customer demand for our products;
the timing and extent of changes in raw material and component prices;
naturally-occurring events, pandemics, and other disasters causing disruption to our manufacturing operations, product deliveries and production capacity;
the impact caused by inflationary cost pressures, national or global health issues, such as the coronavirus pandemic (“COVID-19”), any variants or similar outbreaks (including the response
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ticker:AAON
name:AAON, INC.
exchange:Nasdaq
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YOU are a financial analyst. You are reading a report of a company.
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could cause results to differ materially from those in the forward-looking statements include, among others:
market conditions and customer demand for our products;
the timing and extent of changes in raw material and component prices;
naturally-occurring events, pandemics, and other disasters causing disruption to our manufacturing operations, product deliveries and production capacity;
the impact caused by inflationary cost pressures, national or global health issues, such as the coronavirus pandemic (“COVID-19”), any variants or similar outbreaks (including the response thereto) and their effects on, among other things, demand for our products, supply chain disruptions, our liquidity and financial position, results of operations, stock price, payment of dividends, our ability to secure new orders, our ability to convert backlog to revenue and impacts to the operations status of our facilities;
natural disasters and extreme weather conditions, including, without limitation, their effects on locations where our products are manufactured;
the effects of fluctuations in the commercial/industrial new construction market;
the timing of introduction and market acceptance of new products;
the timing and extent of changes in interest rates, as well as other competitive factors during the year;
general economic, market or business conditions;
creditworthiness of our customers and their access to capital;
changing technologies;
the material failure,
cik:824142
ticker:AAON
name:AAON, INC.
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.
operations status of our facilities;
natural disasters and extreme weather conditions, including, without limitation, their effects on locations where our products are manufactured;
the effects of fluctuations in the commercial/industrial new construction market;
the timing of introduction and market acceptance of new products;
the timing and extent of changes in interest rates, as well as other competitive factors during the year;
general economic, market or business conditions;
creditworthiness of our customers and their access to capital;
changing technologies;
the material failure, interruption of service, compromised data or information technology security, phishing emails, cybersecurity breaches or other impacts to our information technology and related systems and networks (including any of the foregoing of third-party vendors and other contractors who provide information technology or other services);
costs and results of litigation, including trial and appellate costs;
economic, market or business conditions in the specific industry and market in which our businesses operate;
future levels of capital expenditures, research and development and indebtedness, including, without limitation, our ability to reduce indebtedness and risks associated with the same;
legal, regulatory, and environmental issues, including, without limitation, compliance of our products with mandated standards and specifications; and
integration of acquired businesses and our ability to realize synergies and cost savings.
Readers are cautioned not
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ticker:AAON
name:AAON, INC.
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.
including trial and appellate costs;
economic, market or business conditions in the specific industry and market in which our businesses operate;
future levels of capital expenditures, research and development and indebtedness, including, without limitation, our ability to reduce indebtedness and risks associated with the same;
legal, regulatory, and environmental issues, including, without limitation, compliance of our products with mandated standards and specifications; and
integration of acquired businesses and our ability to realize synergies and cost savings.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Except as required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events, occurrences or developments after the date on which such statement is made. For a discussion of risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, please see Item 1A “Risk Factors” included in this Annual Report on Form 10-K, and as otherwise disclosed from time to time in our other filings with the SEC.
PART I
Item 1. Business.
Overview
AAON, Inc., a Nevada corporation, (“AAON Nevada”) was incorporated on August 18, 1987
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ticker:AAON
name:AAON, INC.
exchange:Nasdaq
filing_type:10-K
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YOU are a financial analyst. You are reading a report of a company.
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is made. For a discussion of risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, please see Item 1A “Risk Factors” included in this Annual Report on Form 10-K, and as otherwise disclosed from time to time in our other filings with the SEC.
PART I
Item 1. Business.
Overview
AAON, Inc., a Nevada corporation, (“AAON Nevada”) was incorporated on August 18, 1987. Our operating subsidiaries include AAON, Inc., an Oklahoma corporation ("AAON Oklahoma"), AAON Coil Products, Inc., a Texas corporation ("AAON Coil Products"), and BasX, Inc., an Oregon corporation ("BASX"). Unless the context otherwise requires, references in this Annual Report to “AAON”, the “Company”, “we”, “us”, “our”, or “ours” refer to AAON Nevada and our subsidiaries.
We are engaged in the engineering, manufacturing, marketing, and sale of premium air conditioning and heating equipment consisting of standard, semi-custom, and custom rooftop units, data center cooling solutions, cleanroom systems, packaged outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing units, ge
cik:824142
ticker:AAON
name:AAON, INC.
exchange:Nasdaq
filing_type:10-K
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YOU are a financial analyst. You are reading a report of a company.
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in this Annual Report to “AAON”, the “Company”, “we”, “us”, “our”, or “ours” refer to AAON Nevada and our subsidiaries.
We are engaged in the engineering, manufacturing, marketing, and sale of premium air conditioning and heating equipment consisting of standard, semi-custom, and custom rooftop units, data center cooling solutions, cleanroom systems, packaged outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing units, geothermal/water-source heat pumps, coils, and controls.
Business Segments
AAON, INC. conducts its business through three business segments: AAON Oklahoma, AAON Coil Products, and BASX.
AAON Oklahoma:
AAON Oklahoma designs, manufactures, sells, and services standard, semi-custom, and custom heating, ventilation, and air conditioning ("HVAC") systems, designs and produces controls solutions for all of our HVAC units, and sells retail parts to customers through our two retail part stores in Tulsa, Oklahoma as well as online. Through our Norman Asbjornson Innovation Center ("NAIC") research and development laboratory facility in Tulsa, Oklahoma, the Company is able to test units under various environmental conditions. AAON Oklahoma includes the operations of our Tulsa, Oklahoma and Parkville
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ticker:AAON
name:AAON, INC.
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YOU are a financial analyst. You are reading a report of a company.
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semi-custom, and custom heating, ventilation, and air conditioning ("HVAC") systems, designs and produces controls solutions for all of our HVAC units, and sells retail parts to customers through our two retail part stores in Tulsa, Oklahoma as well as online. Through our Norman Asbjornson Innovation Center ("NAIC") research and development laboratory facility in Tulsa, Oklahoma, the Company is able to test units under various environmental conditions. AAON Oklahoma includes the operations of our Tulsa, Oklahoma and Parkville, Missouri facilities, our NAIC research and development laboratory facility and two retail parts locations.
AAON Coil Products:
AAON Coil Products designs and manufactures a selection of our standard, semi-custom, and custom HVAC systems. AAON Coil Products also designs and manufactures various heating and cooling coils to be used in HVAC systems, mostly for the benefit of AAON Oklahoma and AAON Coil Products. AAON Coil Products consists of operations at our Longview, Texas facilities.
BASX:
BASX provides product development design and manufacturing of custom engineered air handling systems including high efficiency data center cooling solutions, cleanroom HVAC systems, commercial/industrial HVAC systems, and modular solutions. Additionally, BASX designs and manufactures cleanroom environmental control systems to support hospital surgical suites, pharmaceutical process
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ticker:AAON
name:AAON, INC.
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YOU are a financial analyst. You are reading a report of a company.
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coils to be used in HVAC systems, mostly for the benefit of AAON Oklahoma and AAON Coil Products. AAON Coil Products consists of operations at our Longview, Texas facilities.
BASX:
BASX provides product development design and manufacturing of custom engineered air handling systems including high efficiency data center cooling solutions, cleanroom HVAC systems, commercial/industrial HVAC systems, and modular solutions. Additionally, BASX designs and manufactures cleanroom environmental control systems to support hospital surgical suites, pharmaceutical process facilities, semiconductor and electronics manufacturing, laboratory and isolation and modular cleanrooms for facility flexibility. BASX consists of operations at our Redmond, Oregon facility.
For more information on our business segments' financial position and results of operations, refer to Note 22, "Segments," of the notes to consolidated financial statements.
Business and Marketing Strategy
Our products serve the commercial, industrial, data center cooling solutions, and cleanroom new construction and replacement markets within the HVAC equipment industry. Our business strategy involves mass customization that uses flexible computer-aided manufacturing systems to produce standard, semi-custom, and custom equipment and combines the low unit costs of mass production processes with the flexibility of individual customization. Through a collaborative effort with our independent representative sales offices, we design and manufacture the precise semi-custom
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ticker:AAON
name:AAON, INC.
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YOU are a financial analyst. You are reading a report of a company.
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the notes to consolidated financial statements.
Business and Marketing Strategy
Our products serve the commercial, industrial, data center cooling solutions, and cleanroom new construction and replacement markets within the HVAC equipment industry. Our business strategy involves mass customization that uses flexible computer-aided manufacturing systems to produce standard, semi-custom, and custom equipment and combines the low unit costs of mass production processes with the flexibility of individual customization. Through a collaborative effort with our independent representative sales offices, we design and manufacture the precise semi-custom product offering that best serves the customer's needs.
Our marketing strategy focuses on customers and markets that demand HVAC equipment with higher performance, greater energy efficiency, and best indoor air quality. We manufacture equipment with more capabilities than the standard offerings found in the HVAC equipment industry. We further focus on developing a company culture focused upon customer satisfaction, reducing product delivery channel time and cost, and continuing with the goal of product and manufacturing technology leadership and innovation. Our product mix, with a heavy investment in research and development, has an emphasis on energy efficiency, environment, and indoor air quality.
We are committed to designing and manufacturing innovative HVAC products of the highest quality, efficiency, and performance. As such, we are committed to meeting certification standards of the relevant standard setting bodies, including the Air-
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name:AAON, INC.
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on developing a company culture focused upon customer satisfaction, reducing product delivery channel time and cost, and continuing with the goal of product and manufacturing technology leadership and innovation. Our product mix, with a heavy investment in research and development, has an emphasis on energy efficiency, environment, and indoor air quality.
We are committed to designing and manufacturing innovative HVAC products of the highest quality, efficiency, and performance. As such, we are committed to meeting certification standards of the relevant standard setting bodies, including the Air-Conditioning, Heating, and Refrigeration Institute (“AHRI”); the American National Standards Institute ("ANSI"); American Society of Heating, Refrigeration and Air-Conditioning Engineers ("ASHRAE"); the Air Movement and Control Association ("AMCA") and the International Organization for Standardization ("ISO").
To date, our sales have been primarily derived from the domestic market. Foreign sales accounted for approximately $27.6 million, $14.8 million, and $11.7 million of our net sales in 2022, 2021, and 2020, respectively. As a percentage of net sales, foreign sales accounted for approximately 3.1%, 3.0%, and 2.0% of our net sales in each of those years,
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Standardization ("ISO").
To date, our sales have been primarily derived from the domestic market. Foreign sales accounted for approximately $27.6 million, $14.8 million, and $11.7 million of our net sales in 2022, 2021, and 2020, respectively. As a percentage of net sales, foreign sales accounted for approximately 3.1%, 3.0%, and 2.0% of our net sales in each of those years, respectively.
Products - AAON Oklahoma and AAON Coil Products
Our rooftop and condensing unit markets primarily consist of units installed on commercial or industrial structures of generally less than ten stories in height. Our air handling units, self-contained units, geothermal/water-source heat pumps, and coils are suitable for all sizes of commercial and industrial buildings.
The size of these markets is determined primarily by the number of commercial and industrial building completions and replacement demand from existing buildings. The replacement market consists of products installed to replace existing units/components that are worn or damaged and products to upgrade certain components, such as low leakage dampers, high efficiency heat exchangers and modern controls components.
The commercial and industrial new construction markets are subject to cyclical fluctuations in that they generally lag behind the
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ticker:AAON
name:AAON, INC.
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YOU are a financial analyst. You are reading a report of a company.
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and coils are suitable for all sizes of commercial and industrial buildings.
The size of these markets is determined primarily by the number of commercial and industrial building completions and replacement demand from existing buildings. The replacement market consists of products installed to replace existing units/components that are worn or damaged and products to upgrade certain components, such as low leakage dampers, high efficiency heat exchangers and modern controls components.
The commercial and industrial new construction markets are subject to cyclical fluctuations in that they generally lag behind the housing market. The housing market, in turn, is influenced by cyclical factors such as interest rates, inflation, consumer spending habits, employment rates, the state of the economy and other macroeconomic factors. When new construction is down, we emphasize the replacement market.
Based on our 2022 combined sales of $771.1 million at AAON Oklahoma and AAON Coil Products, we estimate that we have approximately a 12% share of the greater than five ton rooftop market and a 2% share of the less than five ton market. The ratio of sales for new construction versus replacement is related to various factors. Generally, the cyclicality of the new construction market impacts this ratio the most over an economic cycle.
We purchase certain components, fabricate sheet metal
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ticker:AAON
name:AAON, INC.
exchange:Nasdaq
filing_type:10-K
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YOU are a financial analyst. You are reading a report of a company.
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our 2022 combined sales of $771.1 million at AAON Oklahoma and AAON Coil Products, we estimate that we have approximately a 12% share of the greater than five ton rooftop market and a 2% share of the less than five ton market. The ratio of sales for new construction versus replacement is related to various factors. Generally, the cyclicality of the new construction market impacts this ratio the most over an economic cycle.
We purchase certain components, fabricate sheet metal and tubing and then assemble and test the finished products. Our primary finished products consist of a single unit system containing heating and cooling in a self-contained cabinet, referred to in the industry as “unitary products”. Our other finished products are coils, air handling units, condensing units, makeup air units, energy recovery units, rooftop units, geothermal/water-source heat pumps, and controls.
We offer three groups of rooftop units: the RQ Series, consisting of five cooling sizes ranging from two to six tons; the RN Series, offered in 28 cooling sizes ranging from six to 140 tons; and the RZ Series, which is offered in 15 cooling sizes ranging from 45 to 261 tons.
The RQ series and RN Series, 2
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name:AAON, INC.
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, makeup air units, energy recovery units, rooftop units, geothermal/water-source heat pumps, and controls.
We offer three groups of rooftop units: the RQ Series, consisting of five cooling sizes ranging from two to six tons; the RN Series, offered in 28 cooling sizes ranging from six to 140 tons; and the RZ Series, which is offered in 15 cooling sizes ranging from 45 to 261 tons.
The RQ series and RN Series, 2 to 50 tons, feature the option of our Zero Degree Cold Climate Air-Source Heat Pumps. Our Zero Degree Cold Climate Air-Source Heat Pumps are a critical solution to meet the increasing demand for building decarbonization in cold climates. With variable speed operation, these heat pumps provide energy efficient heating and cooling throughout the seasons and the heat pump heating performance has been tested in the NAIC down to an ambient temperature of 0
F.
We also offer the SA, SB and M2 Series as indoor packaged, water-cooled or geothermal/water-source heat pump self-contained units with cooling capacities of three to 70 tons.
Our condensing unit, the CF Series, is available from 2 to 70 tons.
Our air handling units consist of the
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ticker:AAON
name:AAON, INC.
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YOU are a financial analyst. You are reading a report of a company.
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heat pumps provide energy efficient heating and cooling throughout the seasons and the heat pump heating performance has been tested in the NAIC down to an ambient temperature of 0
F.
We also offer the SA, SB and M2 Series as indoor packaged, water-cooled or geothermal/water-source heat pump self-contained units with cooling capacities of three to 70 tons.
Our condensing unit, the CF Series, is available from 2 to 70 tons.
Our air handling units consist of the indoor H3 and V3 Series and the modular M2 Series, as well as air handling unit configurations of the RQ, RN, RZ, and SA Series units.
Our energy recovery option applicable to our RQ, RN, RZ, and SB units, as well as our H3, V3, and M2 Series air handling units, responds to the U.S. Clean Air Act mandate to increase fresh air in commercial structures. Our products are designed to compete on the higher quality end of standardized products.
Our RN, RQ, M2, and SB Series, are AHRI certified in accordance with ANSI/AHRI/ASHRAE/ISO 13256.
Our unitary products (RQ and RN Series) are certified with AHRI
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well as our H3, V3, and M2 Series air handling units, responds to the U.S. Clean Air Act mandate to increase fresh air in commercial structures. Our products are designed to compete on the higher quality end of standardized products.
Our RN, RQ, M2, and SB Series, are AHRI certified in accordance with ANSI/AHRI/ASHRAE/ISO 13256.
Our unitary products (RQ and RN Series) are certified with AHRI and the US Department of Energy to ANSI/AHRI 210/240 up to 5 tons capacity and ANSI/AHRI 340/360 up to 63 tons capacity.
Performance characteristics of our products range in cooling capacity from 2 to 261 tons and in heating capacity from 7,200 to 4,500,000 British Thermal Units ("BTUs"). Many of our products far exceed these minimum standards and are among the highest efficiency products currently available in the market.
A typical commercial building installation requires one ton of air conditioning for every 300-400 square feet or, for a 100,000 square foot building, 250 tons of air conditioning, which can involve multiple units.
Our packaged rooftop units with two stage or variable speed compressors are optimized
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capacity from 7,200 to 4,500,000 British Thermal Units ("BTUs"). Many of our products far exceed these minimum standards and are among the highest efficiency products currently available in the market.
A typical commercial building installation requires one ton of air conditioning for every 300-400 square feet or, for a 100,000 square foot building, 250 tons of air conditioning, which can involve multiple units.
Our packaged rooftop units with two stage or variable speed compressors are optimized with high efficiency evaporator and condenser coils and variable speed fans, leading to an AHRI Certified performance up to 20.3 SEER and 22.5 IEER. AAON H3/V3 Series energy recovery wheel air handling units provide energy efficient 100% outside air ventilation by recovering energy that would otherwise be exhausted from a building.
We design and produce controls solutions for all of our HVAC units including rooftop units, air handlers and water-source heat pumps. We provide factory-developed and tested controls options for variable air volume systems associated with those units and other HVAC related equipment.
We offer several controls options: the Orion Controller, Pioneer Gold, Pioneer Silver, terminal block for field installed controls, and factory installed customer provided controls. Most of our controls are Underwriters
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YOU are a financial analyst. You are reading a report of a company.
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outside air ventilation by recovering energy that would otherwise be exhausted from a building.
We design and produce controls solutions for all of our HVAC units including rooftop units, air handlers and water-source heat pumps. We provide factory-developed and tested controls options for variable air volume systems associated with those units and other HVAC related equipment.
We offer several controls options: the Orion Controller, Pioneer Gold, Pioneer Silver, terminal block for field installed controls, and factory installed customer provided controls. Most of our controls are Underwriters Laboratories category ZPVI2 compliant and BACnet Testing Laboratories certified which ensures our products meet internationally recognized standards for safety, traceability, conformance, and production quality. Our economizer function is California Title 24 certified to minimize energy consumption. Our proven sequences of operation optimize the performance of our HVAC units.
Out of the box, our controls are user-friendly and configurable to provide a variety of HVAC unit application options, but we are also able to customize our controls to meet customers’ unique requirements. We have controls solutions that enhance our products unique features and capabilities.
Products - BASX
The products BASX manufactures are highly engineered and customized products, fully complementing our existing business. BASX data center cooling solutions are focused on providing highly configurable, purpose-built equipment with
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ticker:AAON
name:AAON, INC.
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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 performance of our HVAC units.
Out of the box, our controls are user-friendly and configurable to provide a variety of HVAC unit application options, but we are also able to customize our controls to meet customers’ unique requirements. We have controls solutions that enhance our products unique features and capabilities.
Products - BASX
The products BASX manufactures are highly engineered and customized products, fully complementing our existing business. BASX data center cooling solutions are focused on providing highly configurable, purpose-built equipment with a focus on efficiency, speed of deployment, and quality. High-performance air-cooled chiller solutions are provided with indirect airside economization and optional adiabatic assisted cooling, and are designed to integrate with high performance computing systems requiring direct to chip cooling. White space process cooling solutions include fan coil walls, computer room air handling ("CRAH") units, overhead fan coils, in-row coolers, and chilled water air handlers. Packaged solutions include coupled economizing chillers with integrated air handling units, direct evaporative coolers, and packaged direct expansion ("DX") solutions with airside economizers.
BASX cleanroom products are built to provide environmental control serving critical processes and high-fidelity control for precise industry requirements. Process cooling solutions include recirculation
cik:824142
ticker:AAON
name:AAON, INC.
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.
cooling solutions include fan coil walls, computer room air handling ("CRAH") units, overhead fan coils, in-row coolers, and chilled water air handlers. Packaged solutions include coupled economizing chillers with integrated air handling units, direct evaporative coolers, and packaged direct expansion ("DX") solutions with airside economizers.
BASX cleanroom products are built to provide environmental control serving critical processes and high-fidelity control for precise industry requirements. Process cooling solutions include recirculation air handling units and make up air handling units including integration of piping systems and controls. Environmental control solutions include modular cleanroom environments, fan filter units, filtered ceiling grids with integral flush mount lighting, pressurized plenums with integral ceiling grids, and hospital surgical suites.
BASX custom air handling products are primarily used in commercial, industrial, healthcare, and institutional facilities employing chilled water cooling, packaged direct expansion, heating hot water, indirect gas direct heat, humidification, dehumidification, filtration, and integrated controls. BASX manufactures plenum fans for
integration into air handling units as well as for replacement applications. BASX also offers integrated sound performance solutions.
Air Quality Products
The Coronavirus Disease 2019 ("COVID-19") pandemic fueled a great deal of
cik:824142
ticker:AAON
name:AAON, INC.
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.
X custom air handling products are primarily used in commercial, industrial, healthcare, and institutional facilities employing chilled water cooling, packaged direct expansion, heating hot water, indirect gas direct heat, humidification, dehumidification, filtration, and integrated controls. BASX manufactures plenum fans for
integration into air handling units as well as for replacement applications. BASX also offers integrated sound performance solutions.
Air Quality Products
The Coronavirus Disease 2019 ("COVID-19") pandemic fueled a great deal of concern over best practices in the design and operation of building HVAC systems. In order to mitigate the spread of COVID-19, influenza, and other similar type respiratory diseases, we have performed significant research on what affects the transmission of these diseases and how AAON HVAC systems can be best designed. The American Society of Heating, Refrigeration and Air-Conditioning Engineers ("ASHRAE"), a professional association with a goal of advancing HVAC systems designs and construction, established an Epidemic Task Force in 2020 and determined several recommendations to mitigate the spread of the virus, including humidity control, air filtration, increased outdoor air ventilation, and air disinfection.
Humidity control
We continue to lead the market in developing energy efficient humidity control with the use of variable capacity compressors and mod
cik:824142
ticker:AAON
name:AAON, INC.
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.
designed. The American Society of Heating, Refrigeration and Air-Conditioning Engineers ("ASHRAE"), a professional association with a goal of advancing HVAC systems designs and construction, established an Epidemic Task Force in 2020 and determined several recommendations to mitigate the spread of the virus, including humidity control, air filtration, increased outdoor air ventilation, and air disinfection.
Humidity control
We continue to lead the market in developing energy efficient humidity control with the use of variable capacity compressors and modulating hot gas reheat. Designing HVAC systems with superior humidity control allows building management to maintain ASHRAE’s recommended ambient relative humidity levels of 40%-60%, the ideal level to inactivate viruses in the air and on surfaces.
Air Filtration
We standardized a design that uses a backward curved fan wheel, which can accommodate higher airflow and static pressure required for the ASHRAE recommended MERV 13 filtration, the minimum filter level for virus mitigation, with very little reconfiguration. Prior to 2020, a vast majority of commercial buildings used filtration levels of MERV 4 to MERV 8, which has always been acceptable for filtering out typical particulates in the air stream.
Outdoor Air Ventilation
Our innovative use of energy recovery wheels
cik:824142
ticker:AAON
name:AAON, INC.
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.
a design that uses a backward curved fan wheel, which can accommodate higher airflow and static pressure required for the ASHRAE recommended MERV 13 filtration, the minimum filter level for virus mitigation, with very little reconfiguration. Prior to 2020, a vast majority of commercial buildings used filtration levels of MERV 4 to MERV 8, which has always been acceptable for filtering out typical particulates in the air stream.
Outdoor Air Ventilation
Our innovative use of energy recovery wheels and energy recovery plates combined with its superior humidity control design can help building management follow outdoor ventilation air recommendations while limiting an increase of energy usage and maintaining recommended humidity levels.
Air Disinfection
Our basic design characteristics allow for an easy installation of ultraviolet lighting equipment. In addition to this equipment offered as options in new units sold, our basic design characteristics allow for easy installation in units already used in the field.
Overall, we are well positioned to accommodate the heightened demand for features that can help mitigate virus transmission and improve indoor air quality. The features that ASHRAE recommends require premium designs and configurations that are standard in our units. As a result, we are able to incorporate air quality features into our units at a minimal price premium and with no delivery delay.
Representatives
cik:824142
ticker:AAON
name:AAON, INC.
exchange:Nasdaq
filing_type:10-K
|
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