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Armada Acquisition Corp. I *

Armada Acquisition Corp. I *

Jul 2, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Rezolve

ENTERPRISE VALUE: $1.851 billion
ANTICIPATED SYMBOL: ZONE

Armada Acquisition Corp. I proposes to combine with Rezolve, a leader in mobile commerce and engagement.

Rezolve is positioned to become the engine of mobile engagement that enables the transformation of interactions between consumers and merchants on mobile devices. Rezolve is an enterprise SaaS platform designed from the ground up specifically for mobile commerce and engagement. The platform allows merchants and brands to convert media into an interactive experience on a mobile device, which can drive a meaningful increase in consumer engagement and purchase activity. Rezolve currently has go-to-market partner agreements with leading global players that have a combined global reach of over 20 million merchants and over 1 billion consumers across China, Asia, and Europe. Rezolve’s platform already serves over 150,000 of those merchants today.

  • 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 in China, India, Taiwan, Germany, Spain, and Mexico.

EXTENSION – 2/16/24 – LINK

  • The SPAC approved the extension from February 17, 2024 to August 17, 2024.
    • 945,662 shares were redeemed for $10.98 per share.
    • $0.035/share per month will be deposited into the trust account.

EXTENSION – 8/3/23 – LINK

  • The SPAC approved the extension from August 17, 2023 to February 17, 2024.
    • 1,145,503 shares were redeemed for $10.56per share.
    • $0.03/share per month will be deposited into the trust account.

SUBSEQUENT EVENT – 2/27/23 – LINK

  • Rezolve, announced today that it has secured a $250 million capital commitment from Yorkville Advisors in the form of a share subscription facility.
  • Under the agreement, Yorkville will provide Rezolve with up to $250 million in equity capital for a 36-month term following a public listing of Rezolve’s common stock.
  • Rezolve will not be obligated to draw the full $250 million but can do so in part or in whole at its discretion.
  • Rezolve will control both the timing and amount of all drawdowns and will issue stock to Yorkville on each drawn down from the facility.
  • Proceeds from the Yorkville facility will be used for working capital and general corporate purposes.

SUBSEQUENT EVENT – 1/23/23 – LINK

  • The SPAC and the sponsor entered into one or more agreements with one or more third parties in exchange for them agreeing not to redeem shares of the Company’s common stock sold in its initial public offering at the 2023 annual meeting of stockholders called by the Company at which a proposal to approve an extension of time for the Company to consummate an initial business combination from February 17, 2023 to August 17, 2023 has also been submitted to the stockholders.
    • The Non-Redemption Agreements provide for the allocation of up to 75,000 shares of common stock of the Company (“Founder Shares”) held by the Sponsor in exchange for such investor and/or investors agreeing to hold and not redeem certain public shares at the Meeting.
    • Certain of the parties to the Non-Redemption Agreements are also members of the Sponsor.

EXTENSION – 11/11/22 – LINK

  • Armada Acquisition Corp. I 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.

TRANSACTION

  • The transaction is expected to result in $190 million in gross proceeds, including $150 million in trust (assuming no redemptions) and approximately $40 million of additional capital from Christian Angermayer and Betsy Cohen.
  • The proposed business combination values the enlarged Rezolve group at a pro forma enterprise value of approximately $1.8 billion and a pro forma market capitalization of approximately $2 billion.
  • The parties may seek additional debt or equity capital between today’s announcement and the consummation of the business combination.

Armada Transaction Overview

PIPE

  • In connection with the execution of the Business Combination Agreement, Armada and Cayman NewCo entered into certain subscription agreements with certain investors, pursuant to which such investors have agreed to purchase an aggregate of 2,050,000 ordinary shares (the “PIPE Shares”) of Cayman NewCo, for a purchase price of $10.00 per share, for an aggregate purchase price of $20.5 million to be issued substantially concurrently with the consummation of the Business Combination.

CONVERTIBLE NOTES

  • In connection with the Business Combination Agreement, on December 16, 2021, Rezolve entered into a secured convertible loan note instrument in respect of $20,000,000 loan notes of $1.00 each in the capital of Rezolve (the “Convertible Notes”) and debenture.
  • The principal and interest on the Convertible Notes are convertible into Cayman NewCo ordinary shares at a 30% discount to the equity value of Cayman NewCo’s ordinary shares in connection with the consummation of the Business Combination.
  • The Convertible Notes will mature on December 16, 2023 and bear interest of 20% per annum.

LOCK-UP

  • The Investor Rights Agreement provides that, other than to certain permitted transferees that have become a party to the Investor Rights Agreement, each of the Sponsor and the Holders shall not sell or transfer, with respect to any of their Ordinary Shares of Cayman NewCo beneficially owned or owned of record by the Sponsor or such Holders until one hundred eighty (180) days after the closing date of the Business Combination, except that, with respect to ten percent (10%) of the registrable securities (the “10% Lockup Shares”), the lock-up period will expire earlier as follows:
    • (x) with respect to one-third of the 10% Lockup Shares, on the date on which the trading price is greater than $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period
    • (y) with respect to an additional one-third of the 10% Lockup Shares, on the date on which the trading price of the Ordinary Shared is greater than $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period; and
    • (z) with respect to the remaining one-third of the 10% Lockup Shares, on the date on which the trading price of the Ordinary Shares is greater than $16.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period.
  • The lockup provisions of the Investor Rights Agreement do not apply to the ordinary shares of Cayman NewCo held by EarlyBird Capital, Inc. or the ordinary shares of Cayman NewCo acquired in the PIPE or pursuant to the Convertible Note.

NOTABLE CONDITIONS TO CLOSING

  • There is not a minimum cash at closing condition.

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement may be terminated by either Armada or Rezolve if the Business Combination is not consummated on or before August 31, 2022 (the “Termination Date”).

ADVISORS

  • Barclays and Cantor Fitzgerald & Co. are serving as financial advisors to Rezolve.
  • Cohen & Company Capital Markets, a division of J.V.B Financial Group, LLC is serving as the financial advisor to Armada.
  • KPMG is acting as a financial and diligence advisor to Armada and as an accounting advisor to Rezolve.
  • Taylor Wessing and Wilson Sonsini are representing Rezolve and DLA Piper LLP (US) and DLA Piper UK LLP are representing Armada Acquisition Corp. I as legal counsel for the transaction.
  • Cantor Fitzgerald & Co. and Cohen & Company Capital Markets are acting as placement agents in connection with the PIPE offering.
  • King & Spalding LLP is acting as legal counsel to the placement agents.

MANAGEMENT & BOARD

Executive Officers

Stephen P. Herbert, 58
Chief Executive Officer and Chairman

Mr. Herbert was affiliated with USAT in various positions from April 1996 to October 2019, most recently as CEO from November 2011 until he left the company. During his tenure at USAT, Mr. Herbert was recognized for his innovative leadership, including by Smart CEO, and as an EY Entrepreneur of the Year Finalist in the Greater Philadelphia area, and USAT received the following awards: Frost and Sullivan for Customer Value Leadership in the Integrated Financial Services and Retail Market, IoT Evolution Smart Machines Innovation, and a Deloitte Fast 500 Company. From 1986 to April 1996, Mr. Herbert was employed by Pepsi-Cola, the beverage division of PepsiCo, Inc., in various capacities, most recently as Manager of Market Strategy where he was responsible for directing development of market strategy for the vending channel, and subsequently, the supermarket channel for Pepsi-Cola in North America. Mr. Herbert graduated with a Bachelor of Science degree from Louisiana State University. He serves on the LSU, Dean’s Advisory Council for the College of Humanities, and the LSU Foundation – National Board – which is the group leading the University’s present $1.5 billion capital campaign.

Douglas M. Lurio, 64
President, Treasurer, Secretary and Director

He was the outside general counsel of USAT for 29 years from its founding in 1991 until April 2020. He also served as a Director of the company from 1999 to 2012 and as corporate Secretary from 2012 to April 2020. Since 1991, Mr. Lurio has been the founder and President of Lurio & Associates, P.C., a law firm based in Philadelphia, Pennsylvania, which focuses on corporate and securities law. From 1984 to 1991, he was an attorney with the law firm of Dilworth Paxson, first as an associate and then as a partner in the securities and corporate group in 1990. He served as a law clerk for the Honorable William T. Nicholas of the Court of Common Pleas of Montgomery County, Pennsylvania, from 1981 through 1982. He was counsel and a director of Moro Corporation (OTCQX: MRCR), which is engaged in the construction contracting business from start-up founding in 1999 until July 2019. Since 1989, he has also served as corporate Secretary and Director of Elbeco Incorporated, a leading manufacturer of career apparel and uniforms for first responders such as EMS personnel, police and firefighters. He attended Franklin & Marshall College (B.A., Government), Villanova Law School (Juris Doctor) and Temple Law School (LLM, Taxation).

Board of Directors

Mohammad A. Khan, 63
Director

He is currently the President and a Board member of Omnyway, Inc. (previously OmnyPay), which he co-founded in August 2014, and which abstracts the complexities of disparate digital wallet payment systems to enable elegant, flexible and scalable implementations in physical stores and online. He was the President and Board member of ViVOtech (acquired by a Sequent Software, Inc. in August 2012) from the time he founded it in May 2001 until August 2012. ViVOtech pioneered making a mobile device a viable payment media for consumers using Near Field Communications (NFC) technology as well as making mobile an efficient marketing and advertising channel. While at ViVOtech, Mr. Khan assisted in enabling the adoption of NFC mobile payments through shipping of more than 800,000 NFC POS readers to merchants globally and driving more than 20 field trials of NFC mobile payments, coupons, and loyalty. From 1984 until 1998, he was part of the industry team at VeriFone (acquired by Hewlett Packard in 1997) that lead the effort to make Magnetic Stripe Cards the primary payment media for in-store payments, Smart Cards to be secured payment media for in-store payments, and the adoption of Internet payments and online e-commerce globally. From February 2014 to January 2021, Mr. Khan had been a Board advisor of Poynt Co. which offers an all-in-one omnicommerce payment solution and which was acquired by GoDaddy, Inc. (NYSE: GDDY) in February 2021. He has served on the Boards of numerous FinTech companies, including as Chairman of the Board of YellowPepper Holding Corporation from June 2015 to September 2018, which provided mobile payment solutions, and which was acquired by VISA in October 2020. Mr. Khan is the inventor of more than 40 United States patents which have been granted by the United States Trademark and Patent Office. Mr. Khan attended the University of Engineering & Technology, Lahore, Punjab, Pakistan, and was awarded a B.Sc. in Electrical Engineering. He also attended the University of Hawaii, Manoa, and received a M.S. degree in Electrical Engineering.

Thomas A. Decker, 75
Director

Since 2013, he has been the Vice Chairman of Cozen O’Connor, a law firm with 30 offices and over 775 attorneys. He served as Chief Executive Officer of the firm from 2007 to 2012, and as Managing Partner from May 2000 until 2004. From 2004 until 2007, he served as inaugural Chairman of the Pennsylvania Gaming Control Board following the appointment by Pennsylvania Governor Edward G. Rendell. He served as General Counsel and Executive Vice President for Asbury Automotive, Inc. from 1999 to 2000; General Counsel and Executive Vice President for Unisource Worldwide, Inc. (NYSE: UWW) from 1997 to 1999; and General Counsel, Secretary, Acting CFO and Chief Operating Officer for Saint-Gobain Corporation from 1974 to 1997. Since 2004, he has served on the Board of Directors of Actua Corporation (Nasdaq: ACTA), including serving as a member of its Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. He served as a Director and a member at various times of the Audit Committee and Compensation Committee of Pierce Leahy Corporation (NYSE: PLH) from 1993 to 1999, and has served as a Board member of numerous nonprofit institutions. He is also a director of The Gesu School. He is a former chair of the Philadelphia Municipal Authority and a former board member of the Delaware River Port Authority, Port Authority Transit Corp. (PATCO), the Philadelphia Zoo, and a former a vice chair of the Kimmel Center for the Performing Arts. Mr. Decker has a Juris Doctor degree from the University of Virginia School of Law and a Bachelor of Arts (History) degree from the University of Pennsylvania. Mr. Decker served in the United States Army earning the rank of Captain.

Celso L. White, 59
Director

Since January 2020, he has worked as the co-founder of Igniting Business Growth LLC, a consultancy business. From 2013 to December 2019, he served as the Global Chief Supply Chain Officer at Molson Coors Brewing Company (“Molson Coors”) (NYSE: TAP), an international brewery. From 2010 to January 2013, he served as the Vice President of International Supply Chain at Molson Coors. From 1998 until 2010, he was at PepsiCola (“Pepsi”) (Nasdaq: PEP), where he had multiple roles. From 2004 until 2010, he was Pepsi’s Vice President and General Manager of Concentrate Operations, responsible for the Americas and parts of Asia. From 1998 until 2004, he lead Pepsi’s research and development process and manufacturing technology teams. Since 2018, he has served as a Board member of CF Industries Holdings, Inc. (NYSE: CF), a manufacturer and distributor of nitrogen products, and is a member of the Board’s Compensation and Management Development Committee. He also serves on the Board of Colorado UpLift, a nonprofit organization whose mission is to build long-term relationships with urban youth in Denver, Colorado. He is also a member of the Bradley University Board of Trustees. Mr. White received his MBA with a concentration in Operations Management from DePaul University and a B.S. degree in Electrical Engineering from Bradley University.

 

ByAnthony Sozzi