Rezolve's Business Expansion and Financial Performance
Disclaimer
Financial and Other Information
The financial information contained in this Presentation has been taken from or prepared based on the historical financial statements of Rezolve for the periods presented. An audit of these financial statements is in process.
Accordingly, such financial information and data may not be included in, may be adjusted in or may be presented differently in any registration statement or proxy statement to be filed with the SEC by Armada in connection with the
Business Combination. Rezolve has not yet completed its closing procedures for the period ended June 30, 2021. This Presentation contains certain estimated preliminary financial results and key operating metrics for the period ended
June 30, 2021. This information is preliminary and subject to change. As such, Rezolve's actual results may differ from the estimated preliminary results presented here and will not be finalized until Rezolve completes its year-end accounting procedures.
Certain Financial Measures
This Presentation includes certain non-GAAP financial measures (including on a forward-looking basis) such as EBITDA and EBITDA less Capex. These non-GAAP measures are an addition, and not a substitute for or superior to, measures of
financial performance prepared in accordance with GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP. Rezolve believes that
these non-GAAP measures of financial results (including on a forward-looking basis) provide useful supplemental information to investors about Rezolve. Rezolve's management uses forward-looking non-GAAP measures to evaluate Rezolve's projected financials and
operating performance. However, there are a number of limitations related to the use of these non-GAAP measures and their nearest GAAP equivalents, including that they exclude significant expenses that are required by GAAP to be recorded in Rezolve's financial
measures. In addition, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore, Rezolve's non-GAAP measures may not be directly comparable to similarly titled measures of other
companies. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying
certain amounts that are necessary for such reconciliations.
Forecasts and Illustrative Scenarios
This Presentation contains information with respect to Rezolve's projected results. This forecast is based on currently available information and Rezolve estimates as of the date of this presentation. None of Armada, Rezolve nor any independent auditors have audited, or
performed any procedures with respect to any information for the purpose of its inclusion in this Presentation, and, accordingly, none of them express and opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation. These
projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Rezolve does not undertake any commitment to update or revise any such information, whether as a result of new information, future events or
otherwise. The assumptions and estimates underlying the above-referenced information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially
from those contained in such information. While all financial projections, estimates and targets are necessarily speculative, Armada and Rezolve believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out
the projection, estimate or target extends from the date of preparation. Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be
achieved.
Private Placement
The securities to which this Presentation relates have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. This Presentation relates to securities that Armada (or its successor) intends to
offer in reliance on exemptions from the registration requirements of the Securities Act and other applicable laws. These exemptions apply to offers and sales of securities that do not involve a public offering. The securities have not been approved or recommended by any
federal, state or foreign securities authorities, nor have any of these authorities passed upon the merits of this offering or determined that this Presentation is accurate or complete. Any representation to the contrary is a criminal offense.
Changes and Additional Information in connection with SEC Filing
The information in this Presentation has not been reviewed by the SEC and certain information, such as the financial measures referenced above, may not comply in certain respects with SEC rules. As a result, the information in the registration statement Armada (or its
successor) intends to file if the potential Business Combination proceeds may differ from this Presentation to comply with SEC rules. The registration statement/proxy statement and those other documents will include substantial additional information about Rezolve and its
business that is not contained in this Presentation. Once filed, the information about Rezolve and its business in the registration statement/proxy statement will update and supersede the information included in this Presentation.
Participants in Solicitation
Armada and Rezolve and their respective directors and executive officers under SEC rules may be deemed to be participants in the solicitation of proxies of Armada's stockholders in connection with the proposed Business Combination. Investors and security holders of
Armada are urged to read the proxy statement/prospectus and other relevant documents that will be filed with the SEC in their entirety when they become available because they will contain important information about the proposed Business Combination.
Conflicts of Interests
Stephen Herbert and Douglas Lurio are Armada's Chief Executive Officer and Chief Financial Officer, respectively, and members of Armada's board of directors. Each of Messrs. Herbert and Lurio holds shares of Armada and are also managing members of Armada's
sponsor, Armada Sponsor LLC. Cantor Fitzgerald &Co. ("CF&CO") has been engaged by Armada as a placement agent and arranger in connection with any financing raised by Armada in connection with the potential Business Combination, and in connection therewith,
CF&CO may be entitled to receive fees from Armada in connection therewith in the event the Business Combination is consummated. Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, ("Cohen") has been engaged by Armada as a placement
agent and arranger in connection with any financing raised by Armada in connection with the potential Business Combination, and in connection therewith, Cohen may be entitled to receive fees from Armada in connection therewith in the event a Business Combination is
consummated. Additionally, Cohen is an affiliate of a passive member of Armada's Sponsor.
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