Armada Acquisition I(AACI) - 2024 Q3 - Quarterly Report

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$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].