Transaction Expected to Close in the latter
part of 2023
LONDON and PHILADELPHIA, June 23,
2023 /PRNewswire/ -- Rezolve AI Limited, a
leader in mobile commerce and engagement, and Armada Acquisition
Corp. I, (Nasdaq: AACI) a publicly traded special purpose
acquisition company ("Armada"), today announced the filing of a
registration statement on Form F-4 (as may be amended from time to
time, the "Registration Statement"), which contains a preliminary
proxy statement/prospectus, with the U.S. Securities and Exchange
Commission (the "SEC") in connection with their proposed business
combination. While the Registration Statement has not yet become
effective, and the information contained therein is subject to
change, it provides important information about Rezolve's business
and operations, the proposed business combination with Armada
Acquisition, and the proposals to be considered by Armada
Acquisition's shareholders.
"We are pleased to have reached this milestone toward the merger
and believe Rezolve is well positioned to take the important step
of becoming a publicly traded company," said Stephen Herbert, chairman and CEO of Armada
Acquisition Corp. I.
"We have prepared our business for the next phase of Rezolve's
development with Armada Acquisition to complete the business
combination and commence trading on Nasdaq," said Dan Wagner, Chairman and CEO of Rezolve AI.
On December 17, 2021, Rezolve AI
entered into a definitive Business Combination Agreement (as
amended and restated on June 16,
2023, the "Business Combination Agreement") with Armada,
which is expected to close in the latter part of 2023, subject to
approval by Armada's shareholders, the Registration Statement being
declared effective by the SEC, and other customary closing
conditions. Upon closing of the transaction, the combined company's
shares are expected to trade on the Nasdaq under the ticker symbol
"ZONE".
About Rezolve AI Limited
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, UK and has offices
including: Shanghai, New Delhi, Taipei, Frankfurt, Madrid, Mexico
City and Providence, RI,
USA. (www.rezolve.com).
About Armada Acquisition Corp. I
Armada Acquisition Corp. I 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.
Important Information About the Proposed Transaction and
Where to Find It
This press release relates to the proposed business combination
involving Armada, Rezolve Limited, Rezolve and Rezolve Merger Sub.
In connection with the proposed business combination, on
June 16, 2023, Rezolve filed with the
SEC a Registration Statement on Form F-4 (File No. 333-272751),
including a preliminary proxy statement of Armada and a preliminary
prospectus of Rezolve relating to the securities to be issued in
connection with the proposed business combination. The Registration
Statement is subject to SEC review and further revision and is not
yet effective. This press release is not a substitute for the
Registration Statement, the definitive proxy statement/final
prospectus, when available, or any other document that Rezolve or
Armada has filed or will file with the SEC or send to its
shareholders in connection with the proposed business combination.
This press release does not contain all the information that should
be considered concerning the proposed business combination and
other matters and is not intended to form the basis for any
investment decision or any other decision in respect of such
matters.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, ARMADA'S
STOCKHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE
PRELIMINARY PROXY STATEMENT/PROSPECTUS AND THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS, WHEN IT BECOMES AVAILABLE, AND ANY AMENDMENTS
THERETO AND ANY OTHER DOCUMENTS FILED BY ARMADA OR REZOLVE WITH THE
SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION OR
INCORPORATED BY REFERENCE THEREIN IN THEIR ENTIRETY BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED
BUSINESS COMBINATION BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED BUSINESS COMBINATION AND THE PARTIES TO THE
PROPOSED BUSINESS COMBINATION.
After the Registration Statement is declared effective, the
definitive proxy statement will be mailed to stockholders of Armada
as of a record date to be established for voting on the proposed
business combination. Additionally, Armada and Rezolve will file
other relevant materials with the SEC in connection with the
proposed business combination. Copies of the Registration
Statement, the definitive proxy statement/prospectus and all other
relevant materials for the proposed business combination filed or
that will be filed with the SEC may be obtained, when available,
free of charge at the SEC's website at www.sec.gov. In
addition, Armada's stockholders may also obtain copies of the
definitive proxy statement/prospectus, when available, and other
documents filed by Armada 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.
Forward-Looking Statements
This press release includes "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 and Section 21E of the
Exchange Act. 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
proposed business combination and related transactions, including,
without limitation, the pre-closing demerger. 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 Armada, Rezolve Limited,
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
stockholders of Armada or shareholders of Rezolve Limited or
Rezolve, to receive regulatory approvals or to satisfy other
conditions to closing of the transactions contemplated under and in
connection with the Business Combination Agreement, including,
without limitation, with respect to the pre-closing demerger; (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 Armada, Rezolve Limited 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) weakness in the economy, market
trends, uncertainty and other conditions in the markets in which
Rezolve Limited or Rezolve operate, and other factors beyond their
control, such as inflation or rising interest rates; (10) the
possibility that Armada, Rezolve Limited, Rezolve or the combined
company may be adversely affected by other economic, business,
and/or competitive factors; (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 and those included under the header
"Risk Factors" and "Cautionary Note Regarding Forward-Looking
Statements" in Armada's Annual Report on Form 10-K for the year
ended September 30, 2022 and the
Quarterly Reports on Form 10-Q filed by Armada for the quarterly
periods ended December 31, 2022 and
March 31, 2023. If any of these risks
materialize or Armada's, Rezolve Limited's or Rezolve's
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There
may be additional risks that none of Armada, Rezolve Limited or
Rezolve presently know or that Armada, Rezolve Limited and Rezolve
currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect
Armada's, Rezolve Limited's and/or Rezolve's expectations, plans or
forecasts of future events and views as of the date of this press
release. Armada, Rezolve Limited and Rezolve anticipate that
subsequent events and developments will cause Armada, Rezolve
Limited's and Rezolve's assessments to change. However, while
Armada, Rezolve Limited and Rezolve may elect to update these
forward-looking statements at some point in the future, each of
Armada, Rezolve Limited, Rezolve and Rezolve Merger Sub
specifically disclaim any obligation to do so, unless required by
applicable law. These forward-looking statements should not be
relied upon as representing Armada's, Rezolve Limited's and
Rezolve's assessments as of any date subsequent to the date of this
press release. Accordingly, undue reliance should not be placed
upon the forward-looking statements.
No Offer or Solicitation
This press release 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 Armada, Rezolve Limited 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
Armada, Rezolve Limited, Rezolve, Rezolve Merger Sub and their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies of Armada's
stockholders in connection with the proposed business combination.
Information about the directors and executive officers of Armada
may be obtained in the Registration Statement, Armada's filings
with the SEC, including Armada's initial public offering
prospectus, which was filed with the SEC on August 16, 2021, and Armada's subsequent annual
report on Form 10-K and quarterly reports on Form 10-Q, all of
which is available free of charge at the SEC's website 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 Armada'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.
Contacts
For Rezolve:
Investor Contact:
Jim
Gorman
Bishop IR, LLC
jim@bishopir.com
Media Contact:
Urmee Khan
urmeekhan@rezolve.com
+44-7576-094-040
For Armada Acquisition Corp. I:
Investor Contact:
Jim
Gorman
Bishop IR, LLC
jim@bishopir.com
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SOURCE Armada Acquisition Corp. I