Armada Acquisition I(AACI) - 2022 Q3 - Quarterly Report

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].