Armada Acquisition I(AACI) - 2023 Q2 - Quarterly Report

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].