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Armada Acquisition I(AACI) - 2024 Q2 - Quarterly Report
AACIArmada Acquisition I(AACI)2024-05-14 19:25

IPO and Fundraising - 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[142]. - The underwriters received a cash underwriting discount of 1.0% of the gross proceeds of the IPO, totaling 1,500,000,withanadditionaldeferredcommissionof1,500,000, 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 10.00pershare,totaling10.00 per share, totaling 20.5 million, contingent upon the business combination closing[155]. - The company has a maximum aggregate Investor Capital Contribution of 440,000fromPolarMultiStrategyMasterFund,withaninitialcontributionof440,000 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 1.6billion[154].−ThebusinesscombinationagreementwasamendedtosubstituteRezolveforCaymanNewCo,makingRezolvethelistedentityuponclosing[157].−ThecompanyhasenteredintoaBusinessCombinationAgreementwithRezolve,withanenterprisevalueof1.6 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,withformationandoperatingcostsof380,846, with formation and operating costs of 459,911[168]. - For the six months ended March 31, 2024, the net loss increased to 741,160,withtotalformationandoperatingcostsof741,160, 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].−ThebalanceduetotheSponsorunderloanswas2,776,600[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 140,787,627fortaxobligationsandredemptions,including140,787,627 for tax obligations and redemptions, including 139,559,590 for redemptions[172]. - The company had cash outside the Trust Account amounting to 107,722asofMarch31,2024,availableforworkingcapitalneeds[173].−ThecompanyintendstousesubstantiallyallfundsintheTrustAccounttocompletetheinitialbusinesscombination[174].−AsofSeptember30,2023,theTrustAccounthadreleased107,722 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 10.19pershare,totaling10.19 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,andwillpayanadditional1,500,000, 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 9,850,000payableuponclosing[190][192].OtherFinancialInformation−Thecompanyhasnodilutivesecuritiesorcontractsthatcouldpotentiallybeexercisedorconvertedintocommonstock,resultingindilutednet(loss)incomepercommonstockbeingthesameasbasicnet(loss)incomepercommonstockfortheperiodspresented[185].−Thecompanyhasnolong−termdebt,capitalleaseobligations,orlong−termliabilities,exceptforanadministrativeagreementtoreimbursethesponsorforofficespaceandservicesnotexceeding9,850,000 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].