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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 w...
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 th...
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 discl...
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...
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 2...
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...
YOU are a financial analyst. You are reading a report of a company. 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 t...
YOU are a financial analyst. You are reading a report of a company. 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 gros...
YOU are a financial analyst. You are reading a report of a company. 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...
YOU are a financial analyst. You are reading a report of a company. 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 cas...
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 fil...
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 se...
YOU are a financial analyst. You are reading a report of a company. 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 appropri...
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 Com...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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...
YOU are a financial analyst. You are reading a report of a company. 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...
YOU are a financial analyst. You are reading a report of a company. 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...
YOU are a financial analyst. You are reading a report of a company. 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 waiv...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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. ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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 Agr...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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 Busi...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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 ...
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 ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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 consumm...
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-ba...
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 int...
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”). Howeve...
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 st...
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, se...
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...
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 $150,0...
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 fo...
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 t...
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 m...
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, ...
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 repre...
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 ...
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 ...
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 trus...
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 w...
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...
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. 22 Table of Contents Contractual Ob...
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 closin...
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 re...
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 ...
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...
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...
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 ...
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 ...
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”),...
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 cont...
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 o...
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 princi...
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 stat...
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, 202...
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 Conten...
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 o...
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 Executi...
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 D...
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: Ma...
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 ...
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-...
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...
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 C...
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 Abst...
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 w...
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...
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. exch...
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 D...
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,...
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...
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 su...
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 registra...
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 ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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 ...
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 Dis...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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 ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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 “ex...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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 change...
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...
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 an...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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 prem...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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 ou...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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 p...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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 rep...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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 a...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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 ne...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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 re...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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 th...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , 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 ra...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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 offe...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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 qu...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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 mark...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 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 handl...
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 contr...
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 economizin...
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, in...
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, establi...
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 mi...