PHILADELPHIA, Aug. 2, 2024
/PRNewswire/ -- Armada Acquisition Corp. I, (NASDAQ: AACI; AACI.W)
a publicly traded special purpose acquisition company ("Armada"),
announced today that, at its special meeting of stockholders (the
"Special Meeting") held on August 1,
2024, its stockholders voted to approve the previously
announced proposed business combination (the "Business
Combination") between Armada, Rezolve Limited, Rezolve AI Limited
("Rezolve"), and Rezolve Merger Sub, Inc., as well as all other
proposals related to the Business Combination. The closing of the
Business Combination remains subject to the satisfaction or waiver
of the ordinary shares of Rezolve being listed on The Nasdaq
Stock Market LLC ("Nasdaq") and certain other remaining conditions
to closing.
Upon completion of the merger, Armada will become a wholly owned
subsidiary of Rezolve and the combined company will operate as
"Rezolve AI Limited." The ordinary shares and warrants of Rezolve
are expected to trade on The Nasdaq Stock Market LLC ("Nasdaq")
under the ticker symbols "RZLV" and "RZLVW", respectively.
Armada plans to file the results of the Annual Meeting on Form
8-K with the Securities and Exchange Commission within four
business days after the date of the Special Meeting.
About Armada Acquisition Corp. I
Armada is a special purpose acquisition 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. Armada
entered into a Business Combination Agreement dated
December 17, 2021, as amended on November 10, 2022 and
further amended and restated pursuant to the terms of an amendment
and restatement deed dated June 16, 2023 by and among Armada,
Rezolve Limited, Rezolve, and Rezolve Merger Sub, Inc., a
Delaware corporation ("Rezolve
Merger Sub"), which, among other things, provides for the merger of
Armada with and into Rezolve Merger Sub, Inc. with Armada
continuing as the surviving entity.
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.
For more information, please visit www.rezolve.com.
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 listing of Rezolve's ordinary shares and
warrants on Nasdaq. 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 ability to
meet stock exchange listing standards as a condition to closing of
the business combination or following the consummation of proposed
business combination; (4) 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; (5) 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;
(6) costs related to the proposed Business Combination;
(7) 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; (8) 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; (9) the
possibility that Armada, Rezolve Limited, Rezolve or the combined
company may be adversely affected by other economic, business,
and/or competitive factors; (10) the level of redemptions; and
(11) additional risks, including those to be included under the
header "Risk Factors" in the Proxy Statement/Prospectus 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 will not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of securities in any states or jurisdictions in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offering of securities will be made except by
means of a prospectus meeting the requirements of Section 10
of the Securities Act or an exemption therefrom.
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