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Armada Acquisition I(AACI) - 2024 Q1 - Quarterly Report
AACIArmada Acquisition I(AACI)2024-02-15 16:00

IPO and Financing - The company completed its IPO on August 17, 2021, raising gross proceeds of 150millionfromthesaleof15,000,000unitsat150 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 1,500,000uponclosing,andwillpayanadditional1,500,000 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].BusinessCombination−ThecompanyextendedthedeadlinetocompleteabusinesscombinationtoFebruary17,2024,allowingforuptosixadditionalone−monthextensions[146].−TheCompanyextendedtheTerminationDateforitsBusinessCombinationfromFebruary17,2024,toMarch17,2024,withtheoptionforuptofiveadditionalone−monthextensions[159].−TheBusinessCombinationinvolvesamergerwithRezolveMergerSub,withtheshareholdersofRezolvereceivingsharesbasedonavaluationof1,500,000[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 1.60billionfrom1.60 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 5,000,001ofnettangibleassetsafterthebusinesscombinationhasbeenremoved[214].−TheBusinessCombinationAgreementhasbeenamendedtoextendtheterminationdateifthetransactionisnotcompleted[211].FinancialPerformance−ForQ42023,theCompanyreportedanetlossof5,000,001 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 607,027inQ42022[182].−TheaggregatebalanceoutstandingunderallpromissorynotesfromthecompanytotheSponsorwas607,027 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 2,776,600asofDecember31,2023,comparedto2,776,600 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 10.19pershare,totaling10.19 per share, totaling 117,079,879[140]. - A total of 945,662 shares were redeemed at approximately 10.98pershare,resultinginanaggregateredemptionamountof10.98 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 1,500,000tocoveradditionalcontributionstotheTrustAccountinNovember2022[144].−ThetotalprincipalamountoftheExtensionNotemaybeconvertedintocommonstockatapriceof1,500,000 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 70,900undertheExtensionNoteonmultipleoccasionstoextendtheTerminationDate,withthelatestextensiontoJanuary17,2024[156].−TheCompanyborrowed70,900 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 130,246,958totheCompanyfortaxobligationsandredemptions,including130,246,958 to the Company for tax obligations and redemptions, including 129,175,094 for redemptions and 1,071,864fortaxobligations[185].−TheCompanyhadcashoutsidetheTrustAccountof1,071,864 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 25,871,565heldintheTrustAccountisgenerallyunavailablepriortoaninitialbusinesscombination[187].−Theestimatedannualfranchisetaxobligationsfor2023are25,871,565 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 0and0 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 3,375,000foradvisoryservicesrelatedtotheBusinessCombination,payableonlyuponconsummation[205].−TheCompanyissuedanunsecuredpromissorynoteofupto3,375,000 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 49,619depositedintotheTrustAccounttoextendtheTerminationDate[161].−ArmadaandtheSponsorenteredintoasubscriptionagreementwithPolarMultiStrategyMasterFundforcapitalcontributionstotalingamaximumof49,619 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].