Item 1.01 Entry into a Material Definitive Agreement.
On
This Current Report on Form 8-K (this "Form 8-K") provides a summary of the Purchase Agreement in connection with the Business Combination. The description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Purchase Agreement, a copy of which is filed as Exhibit 2.3 hereto and is incorporated by reference herein.
Purchase Agreement
The below descriptions of the Purchase Agreement and the transactions
contemplated thereby are not complete and are subject to, and qualified in their
entirety by reference to, the Purchase Agreement, a copy of which is filed with
this Form 8-K as Exhibit 2.3, and the terms of which are incorporated herein by
reference. Capitalized terms used but not otherwise defined herein shall have
the meanings given to them in the Purchase Agreement. The Purchase Agreement has
been attached to provide investors with information regarding its terms. It is
not intended to provide any other factual information about Armada, Rezolve or
YA. In particular, the assertions embodied in the representations and warranties
in the Purchase Agreement were made as of the date of thereof or other specified
date, were made for purposes of the contract among the respective parties and
are subject to important qualifications and limitations agreed to by the parties
in connection with negotiating the Purchase Agreement, may be subject to a
contractual standard of materiality different from what might be viewed as
material to investors, or may have been used for the purpose of allocating risk
between the parties. Accordingly, the representations and warranties in the
Purchase Agreement are not necessarily characterizations of the actual state of
facts about Armada, Rezolve, or YA at the time they were made or otherwise and
should only be read in conjunction with the other information that Armada or
Rezolve makes publicly available in reports, statements and other documents
filed with the
The Purchase Agreement Advances
The Purchase Agreement provides that following the sixth Trading Day following
the date of closing of the Business Combination (the "Effective Date"), Rezolve,
at its sole discretion, has the right, but not the obligation to issue and sell
to YA up to
• Ownership Limitation. YA shall not be required to purchase Common Shares, which, when aggregated with all other Common Shares beneficially owned by YA and its affiliates, exceed 4.99% of the then outstanding voting power or number of Common Shares. • Registration Limitation. In no event shall an Advance exceed the number of Common Shares registered under the Registration Statement then in effect. • Exchange Cap. Subject to certain exceptions, YA shall not be required to purchase Common Shares to the extent that after giving effect to such purchase and sale the aggregate number of Common Shares issued under the Purchase Agreement would exceed 19.9% of the outstanding common Shares as of the date of the Purchase Agreement.
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Registration Statement and Listing of Common Shares
Subject to closing of the Business Combination, Rezolve must file and maintain a
Registration Statement, or multiple Registration Statements, for resale by YA of
the
Termination
If the Business Combination Agreement is terminated, other than in connection with the consummation of the Business Combination, then the Purchase Agreement shall be terminated and of no further effect, without any liability of any party thereunder.
The Purchase Agreement automatically terminates on the earliest of (i) the first day of the next month following the 36-month anniversary of the Effective Date or (ii) the date on which YA shall have made payment of Advances under the Purchase Agreement for Common Shares equal to the Commitment Amount.
Rezolve may terminate the Purchase Agreement upon five (5) Trading Days' prior written notice to YA, provided that (i) there are no outstanding Advance Notices, the Common Shares under which have yet to be issued, and (ii) Rezolve has paid all amounts owed to YA under the Purchase Agreement.
The Purchase Agreement may be terminated at any time by the mutual written consent of Rezolve, Armada and YA.
Commitment and Structuring Fee
In connection with the Purchase Agreement, Rezolve has paid
The foregoing summary of the Agreement is qualified in its entirety by reference to the text of the Purchase Agreement, which is attached as Exhibit 2.3 hereto and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
The foregoing Exhibit 99.1 is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of Armada under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.
Important Information About the Proposed Transaction and Where to Find It
This Form 8-K relates to a proposed business combination transaction among
Armada, Rezolve, and Rezolve Merger Sub. 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
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without charge, by directing a request to:
Forward-Looking Statements
This Form 8-K contains forward-looking statements that are based on beliefs and
assumptions and on information currently available. In some cases, you can
identify forward-looking statements by the following words: "may," "will,"
"could," "would," "should," "expect," "intend," "plan," "anticipate," "believe,"
"estimate," "predict," "project," "potential," "continue," "ongoing" or the
negative of these terms or other comparable terminology, although not all
forward-looking statements contain these words. These statements involve risks,
uncertainties and other factors that may cause actual results, levels of
activity, performance or achievements to be materially different from the
information expressed or implied by these forward-looking statements. We caution
you that these statements are based on a combination of facts and factors
currently known by us and our projections of the future, which are subject to a
number of risks. Forward-looking statements in this Form 8-K include, but are
not limited to, statements regarding the proposed Business Combination,
including the structure of the transaction. 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 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 Armada or Rezolve, 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 Armada 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 Armada,
Rezolve or the combined company 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, the ability to complete the Business Combination due to the failure
to obtain approval from Armada's stockholders, 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
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No Offer or Solicitation
This Form 8-K 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 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, and Rezolve, and their respective directors and executive officers, may
be deemed participants in the solicitation of proxies of Armada's stockholders
in respect of the proposed business combination. Information about the directors
and executive officers of Armada is set forth in Armada's final prospectus
relating to its initial public offering, dated
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit Description 2.3 Standby Equity Purchase Agreement, dated as ofFebruary 23, 2023 , by and amongArmada Acquisition Corp. I ,Rezolve Limited andYA II PN, Ltd. 99.1 Press release, datedFebruary 27, 2023 . 104 Cover Page Interactive Data File (embedded within the inline XBRL document)
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