Special Meeting of Stockholders Scheduled for
July 30, 2024
PHILADELPHIA and LONDON, July 11,
2024 /PRNewswire/ -- Armada Acquisition Corp. I,
(Nasdaq: AACI) a publicly traded special purpose acquisition
company ("Armada"), announced today that on July 9, 2024, the U.S. Securities and Exchange
Commission ("SEC") declared effective the Registration Statement on
Form F-4 (the "Registration Statement") filed by Rezolve AI Limited
("Rezolve"). The Registration Statement contains a proxy statement
of Armada and a prospectus of Rezolve in connection with their
previously announced business combination (the "Business
Combination"). Upon the closing of the proposed Business
Combination, Rezolve will become a public company and is expected
to be listed on the Nasdaq under the ticker symbol "RZLV."
The Registration Statement provides important information about
Rezolve's business, engagement platform, its AI driven systems and
intellectual property, as well as the proposed Business
Combination, and the proposals to be considered by Armada's
shareholders.
"Armada and Rezolve have worked collaboratively and diligently
toward executing the Business Combination, and we believe we're at
the verge of achieving our long held goal of taking Rezolve
public," said Stephen P. Herbert,
CEO and Chairman of Armada.
"Rezolve's AI driven approach to commercial engagement we
believe represents an opportunity for retailers, brands, and
manufacturers to create robust, dynamic connections with consumers,
transcending barriers of location and device, whether they are
mobile or desktop," said Douglas M.
Lurio, President and Director of Armada.
"Rezolve AI is well positioned for a strong public debut, with
an experienced management team and a SAAS based, generative AI
powered sales engine that is designed to help retailers improve
search, advice and revenue generation," said Daniel M. Wagner, Chairman and CEO of
Rezolve.
Armada will hold a Special Meeting of Stockholders at
10:00 a.m. Eastern time on
July 30, 2024 to approve, among other
things, the previously announced business combination with Rezolve.
Shareholders of record at the close of business on July 3, 2024 will be entitled to receive notice
of and to vote at the Special Meeting. The meeting will be held
virtually over the internet by means of a live audio webcast.
Shareholders will be able to attend, vote their shares and submit
questions during the Special Meeting via a live webcast available
at https://www.cstproxy.com/armadaacqi/ext2024.
About Armada Acquisition Corp. I
Armada 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 AI Limited
Rezolve AI leads the mobile commerce industry with our
cutting-edge engagement platform powered by artificial intelligence
and machine learning. By enabling retailers, brands, and
manufacturers to create dynamic connections with consumers across
mobile and desktop devices, we redefine mobile engagement. Our
AI-driven platform simplifies the purchasing process, providing
relevant information and facilitating seamless transactions with a
single tap. With a commitment to innovation, we shape the future of
digital commerce where technology seamlessly intersects with
commerce for the benefit of businesses and consumers. Our scalable
platform offers merchants actionable solutions to engage consumers
effectively, managing high traffic volumes and gathering valuable
engagement data in real-time.
The company was founded in 2016, is headquartered in
London, UK and has offices in:
Shanghai, New Delhi, Taipei, Frankfurt, Madrid, Mexico
City and Providence, RI,
USA. For more information, please visitwww.rezolve.com.
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, Rezolve filed
with the SEC a Registration Statement on Form F-4 (File No.
333-272751), including a proxy statement of Armada and a prospectus
of Rezolve relating to the securities to be issued in connection
with the proposed business combination, which prospectus was
declared effective on July 9, 2024.
This press release is not a substitute for the Registration
Statement, the definitive proxy statement/final prospectus, 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
DEFINITIVE PROXY STATEMENT/PROSPECTUS 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 was declared effective, the
definitive proxy statement was mailed to shareholders of Armada as
of July 3, 2024, the record date
established for voting on the Business
Combination. Additionally, Armada and Rezolve may 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. 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, or to satisfy other conditions to closing of the
transactions contemplated under and in connection with the Business
Combination Agreement; (4) the ability to meet stock exchange
listing standards as a condition to closing of the business
combination or 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, 2023
and the Quarterly Reports on Form 10-Q filed by Armada for the
quarterly periods ended December 31,
2023 and March 31, 2024. 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
reports 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
Investor Contact:
Mike
Bishop
Bishop IR, LLC
mike@bishopir.com
Media Contact:
Urmee Khan
urmeekhan@rezolve.com
+44-7576-094-040
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SOURCE Armada Acquisition Corp. I