Armada Acquisition Corp. I (the “Company” or “Armada”) announced
today that its Board has approved an automatic extension of the
deadline for the Company to consummate the business combination
with Rezolve Limited from November 17, 2022 to February 17, 2023.
The Company’s sponsor has deposited an additional $1.5 million
into the Company’s Trust Account, as mandated by the terms of the
Company’s initial public offering which closed on November 17,
2021. Funds related to this extension were deposited on November
10, 2022.
Additionally, the Company announced that it entered into a first
amendment to their definitive business combination agreement with
Rezolve Limited, a private limited liability company registered
under the laws of England and Wales (“Rezolve”). The Boards of
Directors of the Company and Rezolve have unanimously approved the
amendment.
The amendment extends the “outside date” under the business
combination agreement to January 31, 2023, restructures the
transaction so that Rezolve, rather than Rezolve Group Limited, a
Cayman Islands exempted company, will be the listed entity upon
closing, and modifies certain other provisions of the business
combination agreement relating to the equity incentive plan to be
adopted and the governing documents of Rezolve as a listed company.
The business combination between the Company and Rezolve remains
subject to the satisfaction of customary closing conditions,
including the approval of the stockholders of the Company.
“We are pleased by these extensions and the momentum in our
business. Rezolve has been growing tremendously, and has made
progress in a number of areas in 2022, including new distribution
partnerships, new products and key personnel hires”, said Dan
Wagner, Chairman and CEO of Rezolve.
In 2022 Rezolve expanded its European presence via a partnership
with Germany based Computop, and also announced a major partnership
with ACI Worldwide, extending Rezolve’s reach into North America
for the first time. The product portfolio was enhanced with the
launch of SmartLinks, an ‘instant checkout’ capability that allows
‘one click checkout from Social Media platforms and SmartCodes, a
new type of QR code that allows for one-click purchases or
engagement. Finally, the company has also made a number of key
hires, headlined by Sunder Madakshira as CEO India and Sauvik
Banerjjee as Global CEO of Products, Technology and Digital
Services, that add significant depth to the senior management
team.
About Armada Acquisition Corp. IArmada is a
blank check company whose business purpose is to effect a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. Armada was founded on November 5, 2020 and is
headquartered in Philadelphia, PA.
About Rezolve
Rezolve is taking retailing into a new era of customer
engagement with a proprietary mobile engagement platform. The
Rezolve Platform is a powerful set of mobile commerce and
engagement capabilities that provide mobile application vendors
with a range of valuable commercial opportunities that can be
realized without having to develop code, host operations or manage
security. The Rezolve Inside SDK allows mobile application vendors
to quickly deliver innovation for their consumers into existing or
new mobile apps. Rezolve was founded in 2016, is headquartered in
London, and has offices in Shanghai, Beijing, Delhi, Frankfurt,
Berlin, Madrid and Mexico City. (www.rezolve.com).
Important Information About the Proposed Transaction
with Armada Acquisition Corp. I and Where to Find It
This communication relates to the proposed business combination
transaction among the Company and Rezolve and the other parties
thereto. A full description of the terms of the transaction will be
provided in a registration statement on Form F-4 that Rezolve
intends to file with the SEC that will include a prospectus of
Rezolve with respect to the securities to be issued in connection
with the proposed business combination and a proxy statement of the
Company with respect to the solicitation of proxies for the special
meeting of stockholders of the Company to vote on the proposed
business combination. The Company urges its investors, stockholders
and other interested persons to read, when available, the
preliminary proxy statement/ prospectus as well as other documents
filed with the SEC because these documents will contain important
information about the Company, Rezolve, the other parties to the
business combination agreement, as amended, and the transaction.
After the registration statement is declared effective, the
definitive proxy statement/prospectus to be included in the
registration statement will be mailed to shareholders of the
Company as of a record date to be established for voting on the
proposed business combination. Once available, shareholders will
also be able to obtain a copy of the Registration Statement on Form
F-4, including the proxy statement/prospectus included therein, and
other documents filed with the SEC without charge, by directing a
request to: Armada Acquisition Corp. I, 1760 Market Street, Suite
602, Philadelphia, PA 19103 USA; (215) 543-6886. The preliminary
and definitive proxy statement/prospectus to be included in the
registration statement, once available, can also be obtained,
without charge, at the SEC’s website (www.sec.gov). This
communication does not contain all the information that should be
considered concerning the proposed business combination and is not
intended to form the basis of any investment decision or any other
decision in respect of the business combination. Before making any
voting or investment decision, investors and security holders are
urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed business
combination as they become available because they will contain
important information about the proposed transaction.
No Offer or Solicitation
This communication is for informational purposes only and does
not constitute an offer or a solicitation of an offer to buy or
sell securities, assets or the business described herein or a
commitment to the Company or Rezolve, nor is it a solicitation of
any vote, consent or approval in any jurisdiction pursuant to or in
connection with the proposed business combination or otherwise, nor
shall there be any offer, sale, issuance or transfer of securities
in any jurisdiction in contravention of applicable law.
Participants in Solicitation
The Company, Rezolve, and their respective directors and
executive officers, may be deemed participants in the solicitation
of proxies of the Company’s stockholders in respect of the proposed
business combination. Information about the directors and executive
officers of the Company is set forth in Armada’s final prospectus
relating to its initial public offering, dated August 12, 2021,
which was filed with the SEC on August 16, 2021 and is available
free of charge at the SEC’s web site at www.sec.gov. Information
about the directors and executive officers of Rezolve and more
detailed information regarding the identity of all potential
participants, and their direct and indirect interests by security
holdings or otherwise, will be set forth in the definitive proxy
statement/prospectus for the proposed business combination when
available. Additional information regarding the identity of all
potential participants in the solicitation of proxies to the
Company’s stockholders in connection with the proposed business
combination and other matters to be voted upon at the special
meeting, and their direct and indirect interests, by security
holdings or otherwise, will be included in the definitive proxy
statement/prospectus, when it becomes available.
Forward-Looking Statements
This press release include “forward-looking statements” within
the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995 and within the meaning of
Section 27a of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Any actual
results may differ from expectations, estimates and projections
presented or implied and, consequently, you should not rely on
these forward-looking statements as predictions of future events.
Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and
similar expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, statements regarding the expected listed company in the
business combination. These forward looking statements are subject
to a number of risks and uncertainties, including, among others,
(1) the occurrence of any event, change or other circumstances that
could give rise to the termination of the proposed business
combination; (2) the outcome of any legal proceedings that may be
instituted against the Company, Rezolve, or others following the
announcement of the proposed business combination and any
definitive agreements with respect thereto; (3) the inability to
complete the proposed business combination due to the failure to
obtain approval of the shareholders of the Company, to receive
regulatory approvals or to satisfy other conditions to closing; (4)
the ability to meet stock exchange listing standards following the
consummation of proposed business combination; (5) the risk that
the proposed business combination disrupts current plans and
operations of the Company or Rezolve as a result of the
announcement and consummation of the proposed business combination;
(6) the ability to recognize the anticipated benefits of the
proposed business combination, which may be affected by, among
other things, competition, the ability of the combined company to
grow and manage growth profitably, and retain its management and
key employees; (7) costs related to the proposed business
combination; (8) changes in applicable laws or regulations and
delays in obtaining, adverse conditions contained in, or the
inability to obtain regulatory approvals required to complete the
proposed business combination; (9) the possibility that the Company
or Rezolve may be adversely affected by other economic, business,
and/or competitive factors; (10) the impact of COVID-19 on
Rezolve’s business and/or the ability of the parties to complete
the proposed business combination; (11) the ability of existing
investors to redeem and the level of redemptions, and (12)
additional risks, including those to be included under the header
“Risk Factors” in the registration statement on Form F-4 to be
filed by Rezolve with the SEC and those included under the header
“Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” in the final prospectus of the Company related to its
initial public offering. Furthermore, if the forward-looking
statements prove to be inaccurate, the inaccuracy may be material.
In addition, you are cautioned that past performance may not be
indicative of future results. The forward-looking statements in
this press release represent our views as of the date of this press
release. We have no intention to update these forward-looking
statements except to the extent required by applicable law. You
should, therefore, not rely on these forward-looking statements as
representing our views as of any date subsequent to the date of
this press release.
ContactsFor Rezolve:
Investor Contact:Kevin HuntRezolveIR@icrinc.com
Media Contact:Urmee Khanurmeekhan@rezolve.com44-7576-094-040
Media Contact:Edmond LococoICR Inc.RezolvePR@icrinc.com
For Armada Acquisition Corp. I:
Stephen P. Herbertsherbert@armadaacq.com
Douglas M. Luriodlurio@armadaacq.com
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