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].

Business Combination and Financing - The Company extended the deadline to complete a business combination from February 17, 2023, to August 17, 2023, with 11,491,148 shares redeemed at approximately $10.19 per share, totaling $117,079,879 removed from the Trust Account[112]. - A Standby Equity Purchase Agreement allows Rezolve to issue and sell up to $250 million of ordinary shares during a 36-month period following the business combination[116]. - The Company approved a Charter Amendment to extend the business combination deadline to September 17, 2023, with the option for five additional one-month extensions until February 17, 2024[118]. - The Business Combination Agreement was amended to remove the requirement for Rezolve to have at least $5,000,001 of net tangible assets post-combination[121]. - The Business Combination Agreement was amended to substitute Rezolve for Cayman NewCo as the listed entity upon closing[127]. - The company extended the deadline to complete its initial business combination until February 17, 2024, following stockholder approval[138]. - The Company has the right of first refusal for any financing related to the initial Business Combination, extending from the IPO date until the completion of the Business Combination[156]. Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $559,584, with formation and operating costs of $775,911 and stock-based compensation of $134,363[136]. - For the nine months ended June 30, 2023, the company achieved a net income of $20,300, primarily from trust interest income of $2,697,147, offset by total costs of $2,676,847[136]. - The company reported cash used in operating activities of $1,391,186 for the nine months ended June 30, 2023[144]. Trust Account and Cash Management - As of June 30, 2023, the Trust Account held $37,158,121 in investments, primarily in U.S. Treasury Bills and money market funds[142]. - The Trust Account has released $118,066,020 to the company for tax obligations and redemptions, with $117,079,879 used for redemptions at a per-share price of approximately $10.19[144]. - The company had cash outside the Trust Account of $40,464 available for working capital needs as of June 30, 2023[140]. - The company plans to use substantially all funds in the Trust Account to complete its initial business combination, with an estimated annual franchise tax obligation of $163,200 for 2023[146]. IPO and Advisory Fees - The Company raised $150 million from its IPO by issuing 15,000,000 units at $10.00 per unit, with an additional $4,595,000 from a private placement of 459,500 Private Shares[113]. - The company incurred $3,537,515 in IPO-related costs, including $1,500,000 in underwriting fees[141]. - The advisory fee for the IPO was set at 1.0% of the aggregate proceeds, amounting to $1,500,000, paid upon closing[153]. - Northland Securities will receive 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[154]. - The total advisory fee for the initial Business Combination is $11,780,000, which includes $3,000,000 for capital markets advisory and $8,750,000 for financial advisory[153]. - A total of $1,030,000 is due to the representative for fairness opinions at the closing of the initial Business Combination[155]. - The Company has engaged CCM for advisory services related to the initial Business Combination, with fees payable at closing[153]. Promissory Notes and Liabilities - The Company issued a promissory note of $125,245 to the Sponsor, due upon liquidation or business combination, fully drawn as of the report date[117]. - An unsecured promissory note of up to $425,402 was issued to the Sponsor, with proceeds to be deposited into the Trust Account[120]. - The company has a total outstanding balance of $2,201,754 under promissory notes to the Sponsor as of June 30, 2023[147]. - The company borrowed $70,900 under the Extension Note to extend the termination date to September 17, 2023[122]. Internal Controls and Risk Factors - The Company has implemented internal controls over financial reporting to address previously identified material weaknesses[167]. - No material changes have occurred regarding risk factors previously disclosed in the Annual Report for the year ended September 30, 2022[169].

Financial Performance - For the three months ended March 31, 2023, the company reported a net loss of $27,143, with formation and operating costs of $790,735 and stock-based compensation of $27,963, offset by trust interest income of $974,408 [112]. - For the six months ended March 31, 2023, the company achieved a net income of $579,884, driven by trust interest income of $2,264,081, despite formation and operating costs of $1,185,087 and stock-based compensation of $55,926 [112]. - The company had a net loss of $372,286 for the three months ended March 31, 2022, primarily due to operating costs of $384,629 and stock-based compensation of $27,963, partially offset by trust interest income of $12,243 [112]. - The company reported a net loss of $2,408,500 for the six months ended March 31, 2022, due to operating costs of $2,367,661 and stock-based compensation of $55,926 [113]. - For the six months ended March 31, 2023, cash used in operating activities was $1,195,701, with a net income of $579,884 primarily impacted by trust interest income of $2,264,081 [121]. Business Combination and Financing - The company entered into a Standby Equity Purchase Agreement allowing Rezolve to issue and sell up to $250 million of ordinary shares during a 36-month period following the closing of the Business Combination [99]. - The Business Combination Agreement with Rezolve is valued at $1,750,000,000, with shareholders of Rezolve receiving shares based on this valuation [102]. - The company extended the deadline to complete a business combination to August 17, 2023, following stockholder approval [95]. - The Business Combination Agreement with Rezolve includes a commitment from investors to purchase 2,050,000 ordinary shares for an aggregate purchase price of $20.5 million [137]. Trust Account and Cash Management - The company removed $117,079,879 from its Trust Account to pay holders who elected to redeem their shares at a per share redemption price of approximately $10.19 [95]. - As of March 31, 2023, the Trust Account has released $118,066,020 to the Company for tax obligations and redemptions, with $117,079,879 used for redemptions at a per-share price of approximately $10.19 [121]. - The total investment held in the Trust Account as of March 31, 2023, was $36,725,055, primarily in U.S. Treasury Bills and money market funds [119]. - The Company had cash outside the Trust Account of $235,949 available for working capital needs as of March 31, 2023 [116]. - Armada held $150,000,000 from the net proceeds of its IPO in a Trust Account, invested in U.S. government securities with a maturity of 185 days or less, indicating no material exposure to interest rate risk [140]. - The Company expects to use substantially all funds in the Trust Account to complete its initial business combination, with an estimated annual franchise tax obligation of $200,000 [123]. Costs and Liabilities - The Company incurred $3,537,515 in IPO-related costs, including $1,500,000 in underwriting fees [117]. - The aggregate balance outstanding under all promissory notes was $2,201,754 as of March 31, 2023 [124]. - The Company has no long-term debt or capital lease obligations, only an administrative agreement to reimburse the sponsor for services not exceeding $10,000 per month [129]. - The company has significant costs in pursuit of acquisition plans, raising substantial doubt about its ability to continue as a going concern if a business combination is not completed by August 17, 2023 [126]. Internal Controls and Risk Factors - As of March 31, 2023, the company's disclosure controls and procedures were deemed ineffective due to a material weakness related to accounting for excise tax liability on redemptions [143]. - There were no changes to the internal control over financial reporting during the fiscal quarter ended March 31, 2023, that materially affected the internal control [144]. - No material changes in risk factors were reported as of the date of the Quarterly Report, which could significantly affect the company's operations or financial condition [146]. Shareholder Matters - 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 [109].

Financial Performance - As of December 31, 2022, the company reported a net income of $607,027, compared to a net loss of $2,036,114 for the same period in 2021[81]. - For the three months ended December 31, 2022, the company reported a net income of $607,027, influenced by trust interest income of $1,289,673[90]. - Cash used in operating activities for the three months ended December 31, 2022, was $264,331, compared to $237,890 for the same period in 2021[90][91]. 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[66]. - In connection with the IPO, the company incurred $3,537,515 in related costs, including $1,500,000 in underwriting fees[86]. - The Company held $150,000,000 from the net proceeds of its IPO in a Trust Account, invested only in U.S. government securities with a maturity of 185 days or less[115]. - The company has entered into subscription agreements for the purchase of 2,050,000 Ordinary Shares at $10.00 per share, totaling $20.5 million, to be issued concurrently with the business combination[73]. - The Business Combination Agreement with Rezolve includes a provision for investors to purchase 2,050,000 ordinary shares at $10.00 per share, totaling $20.5 million[112]. Trust Account and Cash Management - The company had cash outside its Trust Account amounting to $363,247 available for working capital needs as of December 31, 2022[85]. - As of December 31, 2022, the Trust Account held investments totaling $153,634,598, primarily in U.S. Treasury Bills and money market funds[88]. - The company utilized $182,069 from the Trust Account to pay franchise tax obligations as of December 31, 2022[92]. - Approximately $116,864,975 will be removed from the Trust Account to pay holders of 11,491,148 shares of Common Stock who elected to redeem their shares at a price of approximately $10.17 per share[90]. Business Combination and Future Plans - The company extended the deadline to complete a business combination to August 17, 2023, with stockholders approving the extension on February 2, 2023[65]. - The business combination agreement with Rezolve Limited involves a valuation of $1,750,000,000, with shareholders receiving shares based on this valuation[72]. - The company plans to liquidate and dissolve if unable to complete the initial business combination within the specified period, redeeming 100% of outstanding public shares[67]. - The company has incurred significant costs in pursuit of acquisition plans, raising doubts about its ability to continue as a going concern if a business combination is not completed by August 17, 2023[95]. Administrative and Operational Costs - The company has agreed to reimburse the Sponsor for administrative services at a maximum of $10,000 per month, totaling $30,000 for the three months ended December 31, 2022[84]. - The outstanding balance due to the Sponsor as of December 31, 2022, was $2,201,754 under various loans[93]. - The company has engaged Cohen & Company Capital Markets for advisory services, with fees totaling $1,500,000 upon closing of the IPO and an additional $3,375,000 payable at the closing of the Business Combination[105][106]. Internal Controls and Economic Environment - As of December 31, 2022, the Company's disclosure controls and procedures were deemed effective by its principal executive and financial officers[118]. - There were no changes to the internal control over financial reporting during the fiscal quarter ended December 31, 2022, that materially affected the internal control[119]. - The Company is currently facing economic uncertainty and capital market disruptions due to geopolitical instability, particularly the conflict between Russia and Ukraine, and record inflation[122]. - The ongoing military conflict in Ukraine has led to significant volatility in commodity prices and supply chain interruptions, contributing to global inflation[122].

Business Combination - The company anticipates completing only one business combination and will be solely dependent on a single business[79]. - The company has until February 17, 2023, to consummate a business combination unless further extended[82]. - The company may not have sufficient funds to close an initial business combination if it exhausts all working capital and loans[89]. - The company anticipates completing only one business combination, leading to a lack of diversification and potential economic risks associated with a single business performance[98]. - The business combination agreement with Rezolve Limited was announced on December 17, 2021, involving a series of transactions to merge and reorganize the companies[225]. - The business combination is subject to customary closing conditions, including stockholder approvals and regulatory approvals[228]. - The amendment to the business combination agreement extended the termination date to January 31, 2023, or 15 days prior to the last date for consummating a business combination[233]. - Key Company Shareholders have agreed to vote in favor of the Company Reorganization and the Business Combination Agreement as part of the Transaction Support Agreement[273]. - A First Amendment to the Business Combination Agreement was executed on November 10, 2022, extending the termination date and changing the structure of the Business Combination[272]. Financial Position - As of September 30, 2022, the company had cash of $177,578 and a working capital deficit of $3,149,327, raising substantial doubt about its ability to continue as a going concern[199]. - The company had a net loss of $3,622,794 for the year ended September 30, 2022, which included formation and operating costs of $4,391,263 and stock-based compensation of $111,852, partially offset by trust interest income of $1,025,942[237]. - The company incurred $3,537,515 in IPO-related costs, including $1,500,000 in underwriting fees[242]. - For the year ended September 30, 2022, the company reported a net loss of $3,622,794, primarily impacted by changes in operating assets and liabilities of $3,623,049[247]. - The company has a working capital deficit and expects to incur significant costs in pursuit of financing plans and its initial business combination[199]. - As of September 30, 2022, the company had a balance due to the Sponsor of $251,754 under loans, which are non-interest bearing and due upon completion of a business combination[249]. Shareholder Impact - Current public stockholders will own approximately 7.5% of the post-business combination entity, while existing shareholders of the target will own approximately 88.8%, resulting in limited influence for current stockholders[105]. - The company may require stockholders wishing to redeem shares to comply with specific requirements, complicating the redemption process[80]. - The company does not have a specified maximum redemption threshold, allowing for the possibility of consummating a business combination even if a substantial number of stockholders seek redemption[104]. - To approve a business combination, 5,547,000 public shares (approximately 32.1% of public shares) need to be voted in favor, assuming no other shares are purchased[146]. - The potential concentration of ownership by anchor investors may adversely affect the trading price of common stock and complicate business combinations[152]. - The holders of Founder Shares and Private Shares are entitled to registration rights, allowing them to demand registration of securities up to two times[269]. Regulatory and Compliance Risks - The company is subject to compliance with the Sarbanes-Oxley Act, which may increase the time and costs of completing acquisitions[208]. - The company is subject to a new 1% U.S. federal excise tax on stock repurchases starting in 2023, which may impact investment value[174][176]. - Nasdaq may delist the company's securities, limiting transaction capabilities and imposing additional trading restrictions[167]. - The company must meet initial listing requirements to remain on Nasdaq; failure to do so could have significant adverse consequences[171]. - The company is classified as an emerging growth company, allowing it to take advantage of certain exemptions from disclosure requirements, which may make its securities less attractive to investors[205]. - If deemed an investment company, the company may face burdensome compliance requirements that could hinder its ability to complete a business combination[200]. Operational Challenges - The management team has limited experience managing a public company, which may lead to operational inefficiencies and compliance challenges[138][140]. - The absence of employment agreements or keyman insurance for officers may lead to risks associated with the unexpected loss of key personnel[92]. - The company does not intend to have full-time employees prior to the initial business combination, which may negatively impact its ability to consummate the transaction[96]. - The company may face conflicts of interest due to the involvement of its officers and directors in determining suitable target businesses[81]. - The company may face increased competition for attractive targets due to the rise in special purpose acquisition companies, potentially raising costs and complicating the acquisition process[111]. Trust Account and Redemption - Following the IPO, $150,000,000 from the net proceeds was placed in the Trust Account[222]. - The trust account proceeds may be reduced due to third-party claims, potentially lowering the per-share redemption price below $10.00[185]. - Bankruptcy proceedings could subject trust account proceeds to claims that take priority over stockholder claims, affecting return amounts[186]. - The company intends to use substantially all funds held in the Trust Account to complete its initial business combination, with an estimated annual franchise tax obligation of $200,000[248]. - The investments in the Trust Account have a maturity of 185 days or less, minimizing exposure to interest rate risk[275]. Miscellaneous - The company has not paid any cash dividends on its common stock to date and does not intend to do so prior to completing its initial business combination[216]. - The company maintains its executive offices at 1760 Market Street, Suite 602, Philadelphia, Pennsylvania 19103[210]. - 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[221]. - The company issued warrants to purchase up to 7,500,000 shares of common stock, which could affect the attractiveness of the company as an acquisition target[154]. - The company may issue shares at a price less than $9.20 per share, which could adjust the exercise price of warrants and complicate business combination efforts[91].

Financial Performance - For the three months ended June 30, 2022, the company reported a net loss of $1,337,079, which included formation and operating costs of $1,522,131 and stock-based compensation of $27,963, partially offset by trust interest income of $213,015[69]. - For the nine months ended June 30, 2022, the company had a net loss of $3,745,579, consisting of formation and operating costs of $3,889,792 and stock-based compensation of $83,889, partially offset by trust interest income of $228,102[70]. - The company cannot assure the successful completion of its initial business combination, raising concerns about its ability to continue as a going concern[68][80]. Cash and Investments - As of June 30, 2022, the company had cash outside its Trust Account of $439,863 available for working capital needs, with the Trust Account holding $150,109,154 in marketable securities[73][76]. - The company has invested $150 million from IPO proceeds in U.S. government securities and money market funds, minimizing exposure to interest rate risk[102]. - The company has no long-term debt or significant liabilities, with only a monthly administrative fee not exceeding $10,000[90]. IPO and Business Combination - 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[59][74]. - The company entered into a business combination agreement with Rezolve Limited on December 17, 2021, which includes a series of transactions to reorganize and merge with Rezolve[62][65]. - The business combination is subject to customary closing conditions, including approvals from stockholders and regulatory bodies[66]. - The business combination agreement allows termination if total transaction proceeds are not more than $50 million, excluding certain PIPE investments[81]. Funding and Expenses - The company has agreed to reimburse the Sponsor for administrative services up to $10,000 per month, totaling $30,000 and $90,000 for the three and nine months ended June 30, 2022, respectively[72]. - As of June 30, 2022, the company had borrowed $483,034 under promissory notes from the Sponsor to fund working capital needs, with one note fully repaid in July 2022[75][79]. - The company will incur advisory fees of $1.5 million for IPO services and $3.375 million for services related to the business combination[91][92]. Shareholder Agreements - Investors have agreed to purchase 2,050,000 ordinary shares at $10.00 per share, totaling $20.5 million, contingent upon the completion of the business combination[99]. - 15 million shares of common stock are classified as temporary equity due to redemption rights, impacting the balance sheet presentation[83]. Underwriting and Fees - The underwriters received a cash underwriting discount of 1.0% of the IPO gross proceeds, totaling $1.5 million[97]. - The company does not anticipate needing to raise additional funds for operations over the next 15 months following the IPO, or 18 months if the business combination period is extended[81]. - The company has not entered into any off-balance sheet financing arrangements or special purpose entities[89].

IPO Details - Armada Acquisition Corp. I completed its IPO on August 17, 2021, raising gross proceeds of $150 million by selling 15,000,000 units at $10.00 per unit[63]. - The company incurred IPO-related costs totaling $3,537,515, which included $1,500,000 in underwriting fees and $2,037,515 in other costs[78]. - The company engaged Cohen & Company Capital Markets for advisory services, paying an advisory fee of $1,500,000 upon closing of the IPO[95]. - Following the IPO, $150,000,000 from the net proceeds was held in a Trust Account, invested in U.S. government securities[105]. Financial Performance - For the six months ended March 31, 2022, Armada reported a net loss of $2,408,500, primarily due to operating costs and costs related to a prospective initial business combination[73]. - The net loss per common stock is calculated by dividing the net loss by the weighted average number of common stock outstanding for the period[86]. - As of March 31, 2022, diluted net loss per common stock is the same as basic net loss per common stock, with no dilutive securities outstanding[87]. Cash and Trust Account - As of March 31, 2022, Armada had cash outside its Trust Account amounting to $343,600, with the remaining cash of $150 million held in the Trust Account[76]. - The company expects to use substantially all funds in the Trust Account to complete its initial business combination, with interest earned potentially used for tax obligations[79]. - 15,000,000 shares of common stock subject to possible redemption are classified as temporary equity, presented at redemption value[84]. Business Combination - The company has 15 months (or 18 months if extended) from the IPO closing to complete its initial business combination[74]. - Armada entered into a business combination agreement with Rezolve Limited on December 17, 2021, which includes a series of transactions to reorganize and merge[67]. - The business combination will result in Rezolve shareholders receiving Cayman NewCo ordinary shares valued at $1,750,000,000, adjusted for outstanding warrants and acquisition shares[69]. - Armada has entered into subscription agreements for the purchase of 2,050,000 PIPE Shares at $10.00 per share, totaling $20.5 million, to be issued concurrently with the business combination[71]. Administrative Services - Armada has agreed to reimburse the Sponsor for administrative services up to $10,000 per month, totaling $60,000 for the six months ended March 31, 2022[75]. - The company has contractual obligations not exceeding $10,000 per month for administrative services, ceasing upon completion of a business combination[94]. - An aggregate of 2,050,000 ordinary shares of Cayman NewCo were purchased for $10.00 per share, totaling $20.5 million[103].

IPO and Financial Overview - Armada Acquisition Corp. I completed its IPO on August 17, 2021, raising gross proceeds of $150 million by selling 15,000,000 units at $10.00 per unit[102]. - The company incurred IPO-related costs totaling $3,537,515, which included $1,500,000 in underwriting fees[118]. - For the three months ended December 31, 2021, Armada reported a net loss of $2,036,114, primarily due to operating costs and costs related to a prospective initial business combination[112]. - As of December 31, 2021, Armada had cash outside its Trust Account amounting to $419,700, with the remaining $150 million held in the Trust Account[116]. - The company has 15 months (or 18 months if extended) from the IPO closing to complete its initial business combination[114]. - Offering costs incurred due to the IPO amounted to $3,537,515, including $1,500,000 in underwriting commissions and $2,037,515 in other costs[125]. - The underwriters were paid a cash underwriting discount of 1.0% of the gross proceeds of the IPO, amounting to $1,500,000[141]. - The diluted net loss per common stock is the same as the basic net loss per common stock, as there were no dilutive securities as of December 31, 2021[129]. - The Company has no long-term debt or capital lease obligations, with only an administrative agreement costing up to $10,000 per month[135]. Business Combination - Armada entered into a business combination agreement with Rezolve Limited on December 17, 2021, which includes a series of transactions to reorganize and merge[105]. - The business combination will result in Rezolve shareholders receiving Cayman NewCo ordinary shares valued at approximately $1.75 billion[108]. - Armada has entered into subscription agreements for the purchase of 2,050,000 ordinary shares at $10.00 per share, totaling $20.5 million, to be issued concurrently with the business combination[123]. - The Business Combination Agreement with Rezolve includes a subscription for 2,050,000 ordinary shares at $10.00 per share, totaling $20.5 million[143]. Administrative and Financial Management - Armada has agreed to reimburse the Sponsor for administrative services up to $10,000 per month, totaling $30,000 for the three months ended December 31, 2021[115]. - The company plans to use substantially all funds in the Trust Account to complete its initial business combination, with an estimated annual franchise tax obligation of $200,000[120]. - Management concluded that the internal control over financial reporting was effective as of December 31, 2021[147]. - There were no changes to internal control over financial reporting during the fiscal quarter ended December 31, 2021[148]. - The Company has not entered into any off-balance sheet financing arrangements or established special purpose entities[133].

Financial Position - As of September 30, 2021, the company had cash of $657,590 and working capital of $733,814, excluding deferred offering costs[224] - Total current assets amount to $917,170, with total assets at $151,119,504[293] - Total liabilities amount to $151,119,504, with total stockholders' equity at $910,477[294] - Cash at the end of the period is $657,590, with net cash used in operating activities totaling $525,829[304] - The Company has a total deferred tax asset of $98,469, which is fully offset by a valuation allowance[377] - The Company has not experienced losses on its cash account, which may exceed the FDIC limit of $250,000[331] Revenue Generation and Business Operations - The company will not generate any revenues until after the consummation of a business combination, which raises substantial doubt about its ability to continue as a going concern[224] - The company has not yet commenced any operations and will not generate operating revenues until after completing its initial business combination[308] - The Company has determined that it will continue to incur significant costs in pursuit of acquisition plans, raising substantial doubt about its ability to continue as a going concern[321] IPO and Financing - The company raised $148,500,000 from its initial public offering (IPO) and $4,595,000 from a private placement[309] - The Company completed its IPO on August 17, 2021, raising $150,000,000 by selling 15,000,000 Units at $10.00 per Unit[348] - The Company incurred offering costs amounting to $3,537,515 related to the IPO, including $1,500,000 in underwriting commissions and $2,037,515 in other costs[333] - The underwriters were paid a cash underwriting discount of 1.0% of the gross proceeds of the IPO, totaling $1,500,000[281] - The Company has established a Trust Account for IPO proceeds, which will be invested in U.S. government treasury obligations or money market funds[349] Business Combination Plans - The company intends to focus on identifying businesses in the financial services industry, particularly those innovating technology for traditional financial services[307] - The trust account holds $150,000,000 from the IPO proceeds, which will be used for a business combination[310] - The company must complete a business combination with a fair market value of at least 80% of the trust account assets[312] - The Company has engaged in preliminary discussions with potential business combination targets but has not selected one yet[307] - The Business Combination Agreement includes customary representations and warranties regarding financial statements and compliance with laws[388] - The Business Combination is subject to several conditions, including Armada having net tangible assets of at least $5,000,001 at closing[391] - The consummation of the Business Combination requires Armada's stockholder approval and the effectiveness of the registration statement[391] Shareholder and Stock Information - As of September 30, 2021, the company had 6,834,500 shares of common stock issued and outstanding, excluding 15,000,000 shares subject to redemption[367] - The common stock and warrants began to trade separately on the Nasdaq Global Market under the symbols "AACI" and "AACIW" on November 16, 2021[383] - The warrants are exercisable at a price of $11.50 per share, subject to certain conditions[371] - The company may call the warrants for redemption at a price of $0.01 per warrant if the common stock price exceeds $18.00 per share for a specified period[372] Compliance and Regulatory Matters - The company may be deemed an investment company, which could impose burdensome compliance requirements and restrict its ability to complete a business combination[226] - Compliance with the Sarbanes-Oxley Act may require substantial financial and management resources, increasing the time and costs of completing an acquisition[235] - The Company has no unrecognized tax benefits or accrued interest and penalties as of September 30, 2021[341] - The Company does not expect any material changes in unrecognized tax benefits over the next twelve months[342] Miscellaneous - The proposed business combination values Rezolve at a pro forma enterprise value of approximately $1.8 billion and a pro forma market capitalization of approximately $2 billion[385] - The Subscription Agreements involve the purchase of 2,050,000 ordinary shares at a price of $10.00 per share, totaling an aggregate purchase price of $20.5 million[397] - Cayman NewCo will file a registration statement for the resale of the PIPE Shares within 45 days following the closing of the Business Combination[399] - The Business Combination Agreement allows termination if not consummated by August 31, 2022[394] - The Transaction Support Agreement includes commitments from Key Company Shareholders to vote in favor of the Business Combination[396] - The Business Combination is contingent upon the expiration of any applicable waiting period under anti-trust laws[391] - The Business Combination Agreement allows for termination by mutual consent or if certain conditions are not met[392]

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[87]. - A private placement of 459,500 Private Shares was also completed simultaneously, generating an additional $4,595,000[107]. - The company placed $150,000,000 in cash from the IPO proceeds into a Trust Account[87]. - Underwriters were granted a 45-day option to purchase an additional 2.25 million units to cover over-allotments, with a cash underwriting discount of 1.0% amounting to $1.5 million[102]. - The total offering costs related to the IPO amounted to $1.842968 million, in addition to the underwriting discounts and commissions[107]. Financial Performance - As of June 30, 2021, the company reported a net loss of $1,969 for the three months ended June 30, 2021, and a total net loss of $4,408 since inception[92]. - The company had approximately $13,746 in its operating account and a working capital deficit of $143,623 as of June 30, 2021[93]. - After the IPO, the company had $1,163,587 in cash available for working capital purposes[94]. - The company has no operating revenues until the completion of its initial business combination[90]. Management and Controls - Management believes it will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from the filing date[95]. - The company’s disclosure controls and procedures were evaluated as effective as of June 30, 2021[103]. - There were no changes in internal control over financial reporting that materially affected the company during the fiscal quarter ended June 30, 2021[104]. - The company’s principal executive and financial officers certified the effectiveness of the disclosure controls in compliance with the Sarbanes-Oxley Act[31.1][31.2]. - The company is subject to the SEC's rules and forms for timely disclosure of information[102]. Underwriting and Commissions - The underwriters received a cash underwriting discount of 1.0% of the gross proceeds, totaling $1,500,000, with an additional deferred commission of $225,000 if the over-allotment option is fully exercised[102][107]. - The underwriters are entitled to an additional deferred underwriting commission of $225,000 if the over-allotment option is fully exercised[102]. Securities Registration - The company’s securities were registered under the Securities Act on a registration statement that became effective on August 12, 2021[106].