Armada Acquisition I(AACI) - 2021 Q4 - Annual Report

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]