Armada Acquisition I(AACI) - 2023 Q3 - Quarterly Report

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].