Armada Acquisition I(US:AACI)2023-02-13 16:00Financial 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].