10-Q

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File

No. 001-40742

Armada Acquisition Corp. I

(Exact name of registrant as specified in its charter)


Delaware		85-3810850
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1760 Market Street, Suite 602

Philadelphia,

19103

(Address of Principal Executive Offices, including zip code)

(215)543-6886

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Common Stock and one-half of one Redeemable Warrant	AACIU	The Nasdaq Stock Market LLC
Common Stock, par value $0.0001 per share	AACI	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Common Stock for $11.50 per share	AACIW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T(§232.405

of this chapter) during the

preceding

12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act): Yes ☒ No ☐

At August 15, 2024, immediately prior to giving effect to the business combination with Rezolve AI Limited, there were 5,826,796 shares of Common Stock, $0.0001 par value per share (“Common Stock”), issued and outstanding.

ARMADA ACQUISITION CORP. I

Quarterly Report on Form 10-Q

Table of Contents


PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1
	Condensed Balance Sheets as of June 30, 2024 (Unaudited) and September 30, 2023	1
	Condensed Statements of Operations for the three and nine months ended June 30, 2024 and 2023 (Unaudited)	2
	Condensed Statements of Changes in Stockholders’ Deficit for the three and nine months ended June 30, 2024 and 2023 (Unaudited)	3
	Condensed Statements of Cash Flows for the nine months ended June 30, 2024 and 2023 (Unaudited)	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	27

SIGNATURES		29

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

ARMADA ACQUISITION CORP. I

CONDENSED BALANCE SHEETS


	June 30, 2024			September 30, 2023
	Unaudited
Assets
Cash	$	13,242		$	60,284
Prepaid expenses		41,788			33,605

Total current assets		55,030			93,889
Cash held in Trust Account		16,126,337			25,324,028

Total Assets	$	16,181,367		$	25,417,917

Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	6,035,757		$	4,708,050
Franchise tax payable		46,000			12,100
Income tax payable		50,026			10,783
Subscription agreements liability, net		354,503			—
Promissory Notes-Related Party		3,056,726			2,564,439
Excise tax payable		1,395,596			1,291,751

Total current liabilities		10,938,608			8,587,123

Commitments and Contingencies (Note 5)
Common stock subject to possible redemption, 1,417,687 and 2,363,349 shares at redemption value of approximately $11.31 and $10.71 per share at June 30, 2024 and September 30, 2023, respectively		16,040,786			25,316,806
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—			—
Common stock, $0.0001 par value; 100,000,000 shares authorized, 5,709,500 shares issued and outstanding (excluding 1,417,687 and 2,363,349 shares subject to possible redemption) at June 30, 2024 and September 30, 2023, respectively		570			570
Additional paid-in capital		261,161			—
Accumulated deficit		(11,059,758	)		(8,486,582	)

Total Stockholders’ Deficit		(10,798,027)			(8,486,012	)

Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	16,181,367		$	25,417,917

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

ARMADA ACQUISITION CORP. I

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	For the Three Months Ended June 30,						For the Nine Months Ended June 30,
	2024			2023			2024			2023
Formation and operating costs	$	844,718		$	775,911		$	1,876,158		$	1,960,998
Stock-based compensation		526,209			134,363			601,809			190,289

Loss from operations		(1,370,927	)		(910,274	)		(2,477,967	)		(2,151,287	)
Other (expense) income
Interest expense		(220,050	)		—			(344,248	)		—
Trust interest income		206,289			433,066			811,281			2,697,147

Total other (expense) income, net		(13,761	)		433,066			467,033			2,697,147
Loss before provision for income taxes		(1,384,688	)		(477,208	)		(2,010,934	)		545,860
Provision for income taxes		(38,407	)		(82,376	)		(153,321	)		(525,560	)

Net (loss) income	$	(1,423,095	)	$	(559,584	)	$	(2,164,255	)	$	20,300

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		1,417,687			3,508,852			1,893,969			8,770,367

Basic and diluted net (loss) income per share	$	(0.20	)	$	(0.06	)	$	(0.28	)	$	0.00

Basic and diluted weighted average shares outstanding, non-redeemable common stock		5,709,500			5,709,500			5,709,500			5,709,500

Basic and diluted net (loss) income per share	$	(0.20	)	$	(0.06	)	$	(0.28	)	$	0.00

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

ARMADA ACQUISITION CORP. I

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2024


	Common Stock				Additional			Accumulated			Total Stockholders’
	Shares		Amount		Paid-in Capital			Deficit			Deficit
Balance as of September 30, 2023		5,709,500	$	570	$	—		$	(8,486,582	)	$	(8,486,012	)
Stock-based compensation		—		—		50,400			—			50,400
Proceeds allocated to Sponsor Shares for subscription agreement liability (see note 4)		—		—		108,634			—			108,634
Subsequent remeasurement of common stock subject to possible redemption		—		—		(159,034	)		(308,850	)		(467,884	)
Net loss		—		—		—			(360,314	)		(360,314	)

Balance as of December 31, 2023		5,709,500	$	570	$	—		$	(9,155,746	)	$	(9,155,176	)
Stock-based compensation		—		—		25,200			—			25,200
Proceeds allocated to Sponsor Shares for subscription agreement liability (see note 4)		—		—		325,826			—			325,826
Subsequent remeasurement of common stock subject to possible redemption		—		—		(347,252	)		—			(347,252	)
Excise tax payable on redemption		—		—		(3,774	)		(100,071	)		(103,845	)
Net loss		—		—		—			(380,846	)		(380,846	)

Balance as of March 31, 2024		5,709,500	$	570	$	—		$	(9,636,663	)	$	(9,636,093	)
Stock-based compensation		—		—		526,209			—			526,209
Proceeds allocated to Sponsor Shares for subscription agreement liability (see note 4)		—		—		28,292			—			28,292
Subsequent remeasurement of common stock subject to possible redemption		—		—		(293,340	)		—			(293,340	)
Net loss		—		—		—			(1,423,095	)		(1,423,095	)

Balance as of June 30, 2024		5,709,500	$	570	$	261,161		$	(11,059,758	)	$	(10,798,027	)

FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2023


	Common Stock				Additional			Accumulated			Total Stockholders’
	Shares		Amount		Paid-in Capital			Deficit			Deficit
Balance as of September 30, 2022		5,709,500	$	570	$	941,796		$	(4,091,693	)	$	(3,149,327	)
Stock-based compensation		—		—		27,963			—			27,963
Remeasurement of common stock subject to possible redemption		—		—		—			(2,479,343	)		(2,479,343	)
Net income		—		—		—			607,027			607,027

Balance as of December 31, 2022		5,709,500	$	570	$	969,759		$	(5,964,009	)	$	(4,993,680	)
Stock-based compensation		—		—		27,963			—			27,963
Capital contribution made by Sponsor related to the stockholder non-redemption agreements						1,102,909
Cost of raising capital related to the stockholder non-redemption agreements						(1,102,909	)
Remeasurement of common stock subject to possible redemption		—		—		—			(669,074	)		(669,074	)
Excise tax payable on redemption		—		—		(997,722	)		(173,077	)		(1,170,799	)
Net loss		—		—		—			(27,143	)		(27,143	)

Balance as of March 31, 2023		5,709,500	$	570	$	—		$	(6,833,303	)	$	(6,832,733	)
Stock-based compensation		—		—		134,363			—			134,363
Remeasurement of common stock subject to possible redemption		—		—		—			(329,131	)		(329,131	)
Net loss		—		—		—			(559,584	)		(559,584	)

Balance as of June 30, 2023		5,709,500	$	570	$	134,363		$	(7,722,018	)	$	(7,587,085	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

ARMADA ACQUISITION CORP. I

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Nine Months Ended June 30,
	2024			2023
Cash Flows from Operating Activities:
Net (loss) income	$	(2,164,255	)	$	20,300
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account		(811,281	)		(2,697,147	)
Interest expense		344,248			—
Stock-based compensation		601,809			190,289
Changes in current assets and liabilities:
Prepaid expenses		(8,183	)		25,706
Accounts payable and accrued expenses		1,327,705			979,793
Income tax payable		39,243			117,873
Franchise tax payable		33,900			(28,000	)

Net cash used in operating activities		(636,814	)		(1,391,186	)

Cash Flows from Investing Activities:
Withdrawals from trust for redemptions		10,384,496			117,079,879
Withdrawals from trust to pay for taxes		156,174			804,072
Principal deposited in Trust Account		(531,697	)		(1,500,000	)

Net cash provided by investing activities		10,008,973		<

SEC Form 10-Q filed by Armada Acquisition Corp. I