IPO and Fundraising - The company completed its IPO on August 17, 2021, raising gross proceeds of $150 million from the sale of 15,000,000 units at $10.00 per unit[157]. - The company entered into subscription agreements for 2,050,000 Ordinary Shares at $10.00 per share, totaling $20.5 million, contingent upon the Business Combination[176]. - The company has the right to issue and sell up to $250 million of ordinary shares during the 36-month period following the closing of the Business Combination[189]. - The underwriters received a cash underwriting discount of 1.0% of the gross proceeds of the IPO, amounting to $1,500,000[220]. - The company will pay Northland Securities a cash fee of 2.25% of the gross proceeds of the IPO, totaling $3,375,000, upon the consummation of the initial Business Combination[216]. Business Combination and Valuation - The Business Combination Agreement with Rezolve Limited involves a valuation of $1.60 billion, down from the previous $1.75 billion[173]. - The enterprise value of Rezolve is set at $1.60 billion as per the Amended and Restated Business Combination Agreement[182]. - The Business Combination is subject to customary closing conditions, including stockholder approvals and regulatory approvals[174]. - The company has incurred significant costs in pursuit of acquisition plans, raising substantial doubt about its ability to continue as a going concern[202]. - The company extended the Combination Period to May 17, 2024, with the option to further extend until August 17, 2024[158]. Financial Performance - For the three months ended June 30, 2024, the company reported a net loss of $1,423,095, with formation and operating costs of $844,718 and stock-based compensation of $526,209[191]. - For the nine months ended June 30, 2024, the company had a net loss of $2,164,255, which included formation and operating costs of $1,876,158 and stock-based compensation of $601,809[191]. - The company reported a net income of $20,300 for the nine months ended June 30, 2023, primarily from trust interest income[192]. Shareholder Actions and Redemptions - During the annual meeting on February 2, 2023, stockholders redeemed 11,491,148 shares at approximately $10.19 per share, totaling $117,079,879[159]. - On August 2, 2023, stockholders approved an extension of the Termination Date to September 17, 2023, allowing for monthly extensions up to five times until February 17, 2024[161]. - In connection with the Charter Amendment on August 2, 2023, holders of 1,145,503 public shares redeemed their shares for approximately $10.56 per share, totaling about $12,095,215[162]. - The company has 1,417,687 shares of common stock subject to possible redemption, presented at redemption value as temporary equity[205]. Cash and Trust Account Management - As of June 30, 2024, the Trust Account has released $140,787,627 to the company for tax obligations and redemptions[195]. - The company had cash outside the Trust Account of $13,242 available for working capital needs as of June 30, 2024[196]. - The company intends to use substantially all funds in the Trust Account to complete its initial business combination[197]. - The company has a balance due to the Sponsor of $3,056,726 as of June 30, 2024, under loans related to the business combination[199]. Advisory and Service Agreements - The company engaged Cohen & Company Capital Markets for advisory services, with fees totaling $1,500,000 for the IPO and $3,000,000 for the initial Business Combination[212]. - The company has engaged D.A. Davidson & Co. and Craig Hallum Capital Group as financial advisors for the initial Business Combination, with fees of $600,000 and $500,000 respectively[213]. - The company has recorded $145,600 due to ICR LLC for investor relations services, payable upon the closing of the initial Business Combination[214]. - The company has entered into a Transaction Support Agreement with Key Company Shareholders to vote in favor of the Business Combination[224]. Investor Contributions - Polar MultiStrategy Master Fund has committed to make an aggregate Investor Capital Contribution of $440,000, with an initial contribution of $110,000 funded on January 16, 2024[227]. - The Company will issue 880,000 shares of common stock to Polar in exchange for the capital contributions made prior to the closing of the initial business combination[228]. - The second and third Investor Capital Contributions of $110,000 each were funded on January 16, 2024, and February 13, 2024, respectively, with the final contribution of $110,000 funded on March 13, 2024[227]. - An additional subscription agreement was entered into on April 18, 2024, where an entity related to the Sponsor funded $33,008, which will be returned post the initial business combination[229]. Compliance and Internal Controls - The Company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures[230]. - As of June 30, 2024, the Company's disclosure controls and procedures were evaluated and deemed effective by the principal executive and financial officers[232]. - There were no changes to the internal control over financial reporting during the fiscal quarter ended June 30, 2024, that materially affected the internal control[234]. - The Company has filed various XBRL documents as part of its quarterly report, ensuring compliance with SEC requirements[237].

Company Overview - Armada Acquisition Corp. I has completed its business combination with Rezolve AI Limited, a provider of AI-driven engagement platforms for retail and commerce [1][2] - The combined entity will operate under the name "Rezolve AI Limited" and will begin trading on Nasdaq under the ticker symbols "RZLV" and "RZLVW" starting August 16, 2024 [2][3] Management Team - The management team of Rezolve AI, including Chairman and CEO Daniel Wagner, will continue to lead the public company post-combination [2] Strategic Goals - Rezolve aims to expand its market base and enhance its position as a global provider of a SaaS-based, generative AI-powered sales engine designed to improve search, advice, and revenue generation for retailers [1][2] Advisors and Legal Counsel - Financial advisors for Armada include Cohen & Company Capital Markets and Northland Capital Markets, while DLA Piper LLP serves as legal counsel [4] Company Background - Rezolve AI, founded in 2016 and headquartered in London, UK, specializes in mobile commerce and offers an AI-driven platform that enhances consumer engagement across mobile and desktop devices [6][7]

Core Points - Armada Acquisition Corp. I's stockholders approved the business combination with Rezolve Limited and Rezolve AI Limited during a special meeting held on August 1, 2024 [1] - The combined entity will operate as "Rezolve AI Limited," with its ordinary shares and warrants expected to trade on Nasdaq under the ticker symbols "RZLV" and "RZLVW" respectively [2] - The business combination is subject to the listing of Rezolve's ordinary shares on Nasdaq and other closing conditions [1][2] Company Overview - Armada Acquisition Corp. I is a special purpose acquisition company founded on November 5, 2020, headquartered in Philadelphia, PA, focused on mergers and business combinations [3] - Rezolve AI Limited, founded in 2016 and headquartered in London, UK, leads the mobile commerce industry with an AI-powered engagement platform that enhances consumer connections and simplifies transactions [4][5]

Core Viewpoint - Armada Acquisition Corp. I is moving forward with its business combination with Rezolve AI Limited, which is expected to result in Rezolve becoming a publicly traded company on Nasdaq under the ticker symbol "RZLV" following the SEC's approval of the Registration Statement [1][2]. Group 1: Business Combination Details - The SEC declared effective the Registration Statement on Form F-4 for Rezolve AI Limited on July 9, 2024, which includes a proxy statement from Armada and a prospectus for Rezolve [1]. - A Special Meeting of Stockholders is scheduled for July 30, 2024, to approve the business combination, with shareholders of record as of July 3, 2024, eligible to vote [3]. - The meeting will be held virtually, allowing shareholders to attend, vote, and submit questions via a live audio webcast [3]. Group 2: Company Profiles - Armada Acquisition Corp. I is a blank check company founded on November 5, 2020, with the purpose of effecting mergers or similar business combinations [4]. - Rezolve AI Limited, founded in 2016 and headquartered in London, UK, leads the mobile commerce industry with an AI-powered engagement platform designed to enhance connections between retailers and consumers [5][6]. Group 3: Management Insights - The CEO of Armada expressed confidence in achieving the goal of taking Rezolve public, highlighting the collaborative efforts in executing the business combination [2]. - Rezolve's management team is noted for its experience and the company's innovative SAAS-based, generative AI-powered sales engine aimed at improving retail search and revenue generation [2].

IPO and Fundraising - The company completed its IPO on August 17, 2021, raising gross proceeds of $150 million from the sale of 15,000,000 units at $10.00 per unit[142]. - The underwriters received a cash underwriting discount of 1.0% of the gross proceeds of the IPO, totaling $1,500,000, with an additional deferred commission of $225,000 that is not payable due to the expiration of the over-allotment option[197]. - The company entered into subscription agreements for 2,050,000 ordinary shares at $10.00 per share, totaling $20.5 million, contingent upon the business combination closing[155]. - The company has a maximum aggregate Investor Capital Contribution of $440,000 from Polar MultiStrategy Master Fund, with an initial contribution of $110,000 already funded[204]. - The company will issue 880,000 shares of common stock to Polar in exchange for the capital contributions made prior to the closing of the initial business combination[205]. Business Combination and Agreements - The business combination agreement with Rezolve Limited was announced on December 17, 2021, with a valuation of $1.6 billion[154]. - The business combination agreement was amended to substitute Rezolve for Cayman NewCo, making Rezolve the listed entity upon closing[157]. - The company has entered into a Business Combination Agreement with Rezolve, with an enterprise value of $1.60 billion, subject to customary closing conditions[200]. - The company has the right to increase the number of Rezolve shares under the incentive plan by up to 5% per annum starting from 2023, subject to shareholder approval[160]. Financial Performance - For the three months ended March 31, 2024, the company reported a net loss of $380,846, with formation and operating costs of $459,911[168]. - For the six months ended March 31, 2024, the net loss increased to $741,160, with total formation and operating costs of $1,031,440[168]. - As of March 31, 2024, the aggregate balance outstanding under promissory notes to the Sponsor was $2,776,600[150]. - The balance due to the Sponsor under loans was $2,776,600 as of March 31, 2024[176]. Trust Account and Cash Management - As of March 31, 2024, the Trust Account has released $140,787,627 for tax obligations and redemptions, including $139,559,590 for redemptions[172]. - The company had cash outside the Trust Account amounting to $107,722 as of March 31, 2024, available for working capital needs[173]. - The company intends to use substantially all funds in the Trust Account to complete the initial business combination[174]. - As of September 30, 2023, the Trust Account had released $130,246,958 for tax obligations and redemptions[172]. Shareholder Actions and Extensions - During the annual meeting on February 2, 2023, shareholders redeemed 11,491,148 shares at approximately $10.19 per share, totaling $117,079,879[144]. - On August 2, 2023, shareholders approved an extension of the Termination Date to September 17, 2023, with the possibility of monthly extensions until February 17, 2024[146]. - The company has extended the Combination Period until no later than August 17, 2024, with multiple deposits made into the Trust Account[171]. - As of the latest update, the company has extended the Combination Period to May 17, 2024, with the option to extend until August 17, 2024[143]. Advisory and Fees - The company engaged Cohen & Company Capital Markets for advisory services related to the IPO, receiving a fee of $1,500,000, and will pay an additional $3,000,000 upon closing of the initial Business Combination[189]. - The company has engaged multiple financial advisors for the initial Business Combination, with fees totaling $9,850,000 payable upon closing[190][192]. Other Financial Information - The company has no dilutive securities or contracts that could potentially be exercised or converted into common stock, resulting in diluted net (loss) income per common stock being the same as basic net (loss) income per common stock for the periods presented[185]. - The company has no long-term debt, capital lease obligations, or long-term liabilities, except for an administrative agreement to reimburse the sponsor for office space and services not exceeding $10,000 per month[188]. - The company does not have any off-balance sheet arrangements or obligations related to unconsolidated entities[187]. - The company does not anticipate a material impact from the adoption of ASU 2023-09 regarding income tax disclosures, effective for fiscal years beginning after December 15, 2024[186].

Industry Overview - The global artificial intelligence market was valued at USD 150.2 billion in 2023 and is projected to grow at a CAGR of 36.8% from 2023 to 2030, reaching USD 1,345.2 billion by 2030 [1] - The increasing adoption of autonomous AI is driving growth, with advancements in algorithms, machine learning, and natural language processing enhancing the development of sophisticated AI systems [1][2] - The proliferation of digital data from connected devices and online transactions presents immense opportunities for AI, enabling better learning and predictive capabilities [2] Company Developments - Rezolve AI has partnered with the Kingdom of Saudi Arabia to establish an AI Centre of Excellence, aiming to create at least five AI ventures that aspire to become global market leaders [3][4] - The partnership emphasizes the importance of ethical AI solutions and aims to address the challenge of AI hallucinations [3] - The Ministry of Investment in Saudi Arabia will support Rezolve's upcoming NASDAQ listing, showcasing the Kingdom's commitment to fostering technological innovation [4][5] Technological Advancements - NVIDIA and HP announced the integration of NVIDIA CUDA-X data processing libraries with HP AI workstation solutions to enhance generative AI development [6][7] - Microsoft and Oracle are expanding their collaboration to meet customer demand for Oracle Database@Azure, which will now be available in five additional regions [8] - Alphabet and VMware are delivering Google Cloud's AlloyDB Omni database on VMware Cloud Foundation, facilitating the modernization of databases and applications for enterprises [9]

Establishment of an AI Centre of Excellence in Saudi ArabiaCreation of Global Market Leaders (Please Note on December 17, 2021, Rezolve AI entered into a definitive Business Combination Agreement (as amended and restated on June 16, 2023, the "Business Combination Agreement") with Armada Acquisition Corp. I (NASDAQ:AACI), a publicly traded special purpose acquisition company, which is expected to close in H1 2024, subject to approval by Armada's shareholders, the Registration Statement being declared effect ...

IPO and Financing - The company completed its IPO on August 17, 2021, raising gross proceeds of $150 million from the sale of 15,000,000 units at $10.00 per unit[138]. - The Company engaged Cohen & Company Capital Markets for advisory services related to the IPO, receiving a fee of $1,500,000 upon closing, and will pay an additional $8,750,000 upon closing of the initial Business Combination[201]. - The underwriters received a cash underwriting discount of 1.0% of the gross proceeds of the IPO, amounting to $1,500,000[209]. Business Combination - The company extended the deadline to complete a business combination to February 17, 2024, allowing for up to six additional one-month extensions[146]. - The Company extended the Termination Date for its Business Combination from February 17, 2024, to March 17, 2024, with the option for up to five additional one-month extensions[159]. - The Business Combination involves a merger with Rezolve Merger Sub, with the shareholders of Rezolve receiving shares based on a valuation of $1.60 billion[166]. - The Business Combination Agreement was amended to adjust the enterprise value of Rezolve to $1.60 billion from $1.75 billion[166]. - The Business Combination Agreement is subject to customary closing conditions, including stockholder and regulatory approvals[211]. - The requirement for Rezolve to have at least $5,000,001 of net tangible assets after the business combination has been removed[214]. - The Business Combination Agreement has been amended to extend the termination date if the transaction is not completed[211]. Financial Performance - For Q4 2023, the Company reported a net loss of $360,314, compared to a net income of $607,027 in Q4 2022[182]. - The aggregate balance outstanding under all promissory notes from the company to the Sponsor was $2,783,352 as of December 31, 2023[156]. - The balance due to the Sponsor under loans was $2,776,600 as of December 31, 2023, compared to $2,564,439 as of September 30, 2023[189]. - The Company has significant costs in pursuit of acquisition plans, raising substantial doubt about its ability to continue as a going concern[192]. Share Redemptions and Stock Issuance - The company redeemed 11,491,148 shares of Common Stock at a redemption price of approximately $10.19 per share, totaling $117,079,879[140]. - A total of 945,662 shares were redeemed at approximately $10.98 per share, resulting in an aggregate redemption amount of $10,384,496[160]. - The Company will issue 880,000 shares of common stock to Polar in exchange for the capital contributions made prior to the closing of the initial business combination[217]. Promissory Notes and Loans - The company issued a promissory note for $1,500,000 to cover additional contributions to the Trust Account in November 2022[144]. - The total principal amount of the Extension Note may be converted into common stock at a price of $10.00 per share if a business combination is not consummated[148]. - The company borrowed $70,900 under the Extension Note on multiple occasions to extend the Termination Date, with the latest extension to January 17, 2024[156]. - The Company borrowed $60,381 from the Sponsor for working capital, with the note due upon liquidation or completion of a business combination[162]. Trust Account and Cash Management - As of December 31, 2023, the Trust Account has released $130,246,958 to the Company for tax obligations and redemptions, including $129,175,094 for redemptions and $1,071,864 for tax obligations[185]. - The Company had cash outside the Trust Account of $54,405 available for working capital needs as of December 31, 2023, while $25,871,565 held in the Trust Account is generally unavailable prior to an initial business combination[187]. - The estimated annual franchise tax obligations for 2023 are $127,600, which may be paid from funds held outside the Trust Account or from interest earned on the Trust Account[188]. - The Trust Account has released $0 and $1,071,864 as of December 31, 2023, and September 30, 2023, respectively, to pay income and franchise tax obligations[188]. Advisory Fees and Agreements - Northland Securities will receive a cash fee of $3,375,000 for advisory services related to the Business Combination, payable only upon consummation[205]. - The Company issued an unsecured promissory note of up to $297,714 to the Sponsor, with $49,619 deposited into the Trust Account to extend the Termination Date[161]. - Armada and the Sponsor entered into a subscription agreement with Polar MultiStrategy Master Fund for capital contributions totaling a maximum of $440,000[215]. - The initial Investor Capital Contribution of $110,000 has been funded, with subsequent contributions scheduled for January, February, and March 2024[216]. - The Company will file a registration statement for resale of the Subscription Shares within 45 days after the initial business combination[217].

Core Points - Armada Acquisition Corp. I has postponed its special meeting of stockholders from February 13, 2024, to February 15, 2024, at 11:00 a.m. Eastern Time [1] - The record date for the special meeting remains January 8, 2024, allowing stockholders to vote even if they have sold their shares [2] - Armada is a special purpose acquisition company (SPAC) formed to engage in business combinations with other entities [3] Additional Information - The company has filed a Proxy Statement with the SEC regarding the meeting and the Extension Amendment Proposal, which stockholders are advised to read for important information [6] - Stockholders can access the special meeting virtually and need a 12-digit meeting control number to enter [1] - Assistance for stockholders wishing to change their vote or withdraw redemption requests is available through Continental Stock Transfer & Trust Company [2]

Financial Position - As of September 30, 2023, the company had cash in its operating account of $60,284 and a working capital deficit of approximately $8.5 million[161]. - The company has a significant working capital deficiency and needs to raise additional funds to meet its obligations and sustain operations[262]. - Total current assets decreased from $239,520 in September 30, 2022 to $93,889 in September 30, 2023, representing a decline of approximately 60.8%[266]. - Cash at the end of the period decreased from $177,578 in September 30, 2022 to $60,284 in September 30, 2023, a decline of approximately 66.1%[273]. - As of September 30, 2023, the Company reported a working capital deficiency of approximately $8.5 million, excluding tax payables[296]. - The Company has approximately $60,000 in cash in its operating account as of September 30, 2023[296]. - As of September 30, 2023, the aggregate balance outstanding under all promissory notes was $2,564,439, compared to $251,754 as of September 30, 2022, indicating a significant increase[297]. - The Company had $0 of U.S. federal net operating loss carryovers as of September 30, 2023, and 2022, indicating no available offsets for future taxable income[369]. Business Operations - The company has not commenced any operations as of September 30, 2023, focusing on identifying potential business combinations in the financial services industry[275]. - The company expects to incur significant costs in pursuit of financing plans and its initial business combination[161]. - The Company must complete a Business Combination with a fair market value of at least 80% of the Trust Account assets, which excludes deferred underwriting commissions and taxes[280]. - The Combination Period has been extended multiple times, with the latest extension allowing until February 17, 2024, for the Company to complete a Business Combination[283]. - The Company has agreed to redeem 100% of outstanding public shares if a Business Combination is not completed within the Combination Period[283]. Financial Performance - Net loss for the year ended September 30, 2023 was $320,150, compared to a net loss of $3,622,794 for the year ended September 30, 2022, indicating a significant improvement[268]. - Trust interest income increased to $3,084,260 for the year ended September 30, 2023, up from $1,025,942 in the previous year, reflecting a growth of approximately 200%[268]. - Basic and diluted net loss per share improved from $(0.17) in 2022 to $(0.02) in 2023, indicating a positive trend in loss per share[268]. - Total stockholders' deficit increased from $(3,149,327) in September 30, 2022 to $(8,486,012) in September 30, 2023, reflecting a decline in equity[270]. Compliance and Regulatory Matters - The financial statements do not include any adjustments that might result from the company's inability to continue as a going concern[262]. - The company is subject to compliance with the Investment Company Act, which may impose burdensome requirements and restrictions on its activities[162]. - Compliance with the Sarbanes-Oxley Act may require substantial financial and management resources, increasing the time and costs of completing an acquisition[170]. - The company is classified as an "emerging growth company" and may take advantage of certain exemptions from disclosure requirements, potentially making its securities less attractive to investors[167]. - The company has not opted out of the extended transition period under the JOBS Act, allowing it to adopt new accounting standards at the same time as private companies[168]. - The company is a "smaller reporting company" and may provide only two years of audited financial statements, which could complicate comparisons with other public companies[169]. Capital Structure and Financing - The company raised $4,595,000 from a private placement of common stock at $10.00 per share simultaneously with its IPO[277]. - The company incurred transaction costs of $3,537,515 related to its IPO, which included $1,500,000 in underwriting commissions[277]. - The Trust Account held a total of $150,000,000 following the IPO, with $130,246,958 released for tax obligations as of September 30, 2023[278]. - The Company issued an unsecured promissory note of up to $425,402 to the Sponsor, with funds to be deposited into the Trust Account for extensions[294]. - The Company has a Standby Equity Purchase Agreement allowing it to issue and sell up to $250 million of ordinary shares following the Business Combination[355]. Tax Matters - The Company reported a total deferred tax asset of $634,017 as of September 30, 2023, compared to $435,209 in 2022, reflecting an increase of approximately 46%[368]. - The income tax provision for the Company was $615,284 for the year ended September 30, 2023, significantly higher than $145,621 in 2022, representing an increase of over 320%[369]. - The Company established a full valuation allowance for deferred tax assets as of September 30, 2023, due to significant uncertainty regarding future realization[370]. - The statutory federal income tax rate remained at 21.00% for both September 30, 2023, and 2022[372].