0000950170-24-104513 | F-1 | XBRL Viewer

12.

Accrued expenses and other payables


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
Employee related payables	$	2,632,334	$	763,181
Accrued expenses		1,323,842		1,686,609
VAT, duty and tax liability		188,766		11,515
Other		347,848		179,079
Total		4,492,790		2,640,384

Commitments and Contingencies	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
Dec. 31, 2023	Mar. 31, 2024	Jun. 30, 2024	Sep. 30, 2023
Armada Acquisition Corp I [Member]
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration Rights The holders of the Founder Shares issued and outstanding on the date of the IPO, as well as the holders of the representative shares, Private Shares and any shares the Sponsor may receive in payment of the Extension Note, will be entitled to registration rights pursuant to an agreement signed on the effective date of the IPO. The holders of a majority of these securities (other than the holders of the representative shares) are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Shares and shares issued to the Sponsor in payment of the Extension Note can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of 1.0% of the gross proceeds of the IPO, or $1,500,000 (and are entitled to an additional $225,000 of deferred underwriting commission payable at the time of an initial Business Combination if the underwriters’ over-allotment is exercised in full). On October 1, 2021 the underwriters’ over-allotment option expired unused resulting in the $225,000 deferred underwriting commission to be not payable to the underwriter. Financial Advisory Fee The Company has engaged Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), an affiliate of a member of the Sponsor, to provide consulting and advisory services in connection with the IPO, for which it received an advisory fee equal to one (1.0) percent of the aggregate proceeds of the IPO, or $1,500,000, upon closing of the IPO. Affiliates of CCM have and manage investment vehicles with a passive investment in the Sponsor. On August 18, 2021, the Company paid to CCM an aggregate of $1,500,000. The Company engaged CCM as a capital markets advisor in connection with the initial Business Combination for which it will earn an advisory fee of $3,000,000 payable only upon closing of the Business Combination. The Company also engaged CCM as a financial advisor in connection with the initial Business Combination for which it will earn an advisory fee of $8,750,000 payable only upon closing of the Business Combination. The Company has engaged D.A. Davidson & Co. as a financial advisor and investment banker in connection with the initial Business Combination for which it will earn an advisory fee of $600,000, payable only upon closing of the Business Combination. The Company has engaged Craig Hallum Capital Group LLC as a financial advisor in connection with the initial Business Combination for which it will earn an advisory fee of $500,000, payable only upon closing of the Business Combination. The Company had engaged ICR LLC (“ICR”) to provide investor relations services in connection with the initial Business Combination for which ICR was entitled to a monthly fee of $10,400 for the period from November 2021 through December 2022 when the contract with ICR was terminated. A total of $145,600 is recorded by the Company and is due and payable to ICR upon either the termination of or the closing of the initial Business Combination. Under the contract, an additional $145,600 would be due and payable to ICR only upon the closing of the initial Business Combination. The Company has engaged Bishop IR (“Bishop”) as an investor relations advisor in connection with the initial Business Combination for the period from June 21, 2023 through June 20, 2024 with a monthly fee of $8,000, which will increase to $12,000 upon the closing of the initial Business Combination. Either party can terminate the contract at any time upon thirty days prior notice to the other party. Upon completion of initial Business Combination, Bishop would be entitled to a success fee of $100,000 payable only upon closing of the initial Business Combination. Business Combination Marketing Agreement The Company engaged Northland Securities, Inc., the representative of the underwriters, as an advisor in connection with Business Combination to assist in holding meetings with the Company’s stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination and assist the Company with press releases and public filings in connection with the Business Combination. The Company will pay the representative a cash fee for such services only upon the consummation of the initial Business Combination in an amount equal to 2.25% of the gross proceeds of the IPO, or $3,375,000. The Company will also pay the representative a separate capital market advisory fee of $2,500,000 only upon the completion of the initial Business Combination. Additionally, the Company will pay the representative a cash fee equal to 1.0% of the total consideration payable in the proposed Business Combination if the representative introduces the Company to the target business with which the Company completes a Business Combination. On February 8, 2021, Northland purchased 87,500 shares of common stock at an average purchase price of approximately $0.0001 per share. On May 29, 2021, Northland returned these 87,500 shares of common stock to the Company, for no consideration, which were subsequently cancelled. We also will pay to the representative only upon the closing of the initial Business Combination, $1,030,000 due under two separate engagement letters in connection with fairness opinions delivered to our Board of Directors. An aggregate of $120,000 has already been paid under these engagement letters and expensed in the Company’s statement of operations for the fiscal year ended September 30, 2022. Non-Redemption Agreements On January 20, 2023, the Company and its Sponsor entered into ten agreements (the “Non-Redemption 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 IPO in connection with the upcoming Annual Meeting 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 had also been submitted to the stockholders. The Non-Redemption Agreements provide for the allocation of up to 75,000 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. The Company estimated the aggregate fair value of the 713,057 Founder Shares attributable to the non-redeeming stockholders to be $1,102,909 or on average $1.55 per share. The excess of the fair value of the Founder Shares was determined to be a contribution to the Company from the Sponsor in accordance with Staff Accounting Bulletin (“SAB”) Topic 5T and an offering cost in accordance with SAB Topic 5A. Accordingly, the offering cost was recorded against additional paid-in capital. Pursuant to the Non-Redemption Agreements, the Company agreed not to satisfy any of its excise tax obligations from the interest earned on the funds held in the Trust Account. Right of First Refusal If the Company determines to pursue any equity, equity-linked, debt or mezzanine financing relating to or in connection with an initial Business Combination, then Northland Securities, Inc. shall have the right, but not the obligation, to act as book running manager, placement agent and/or arranger, as the case may be, in any and all such financing or financings. This right of first refusal extends from the date of the IPO until the earlier of the consummation of an initial Business Combination or the liquidation of the Trust Account if the Company fails to consummate a Business Combination during the required time period. Purchasing Agreement On February 23, 2023, Armada, Rezolve and YA II PN, Ltd., a Cayman Islands exempted company (“YA”) entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”), pursuant to which, among other things, upon the closing of the Business Combination, Rezolve shall have the right to issue and sell to YA up to $250 million of the ordinary shares of Rezolve during the 36 month period following the closing of the Business Combination. Rezolve will not be obligated to draw any amount under the Agreement, will control both the timing and amount of all drawdowns, and will issue stock to YA on each drawn down from the facility. 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 shares. 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. Other than making appropriate disclosure of the Purchase Agreement under the Federal securities laws, the Company has no obligations under the Purchase Agreement. On February 2, 2024, Armada, Rezolve, Rezolve AI and YA amended and restated the Purchase Agreement, (the “Amended and Restated Purchase Agreement”) to, among other things, incorporate a prepaid advance arrangement, whereby YA committed to provide Rezolve with a prepaid advance in an original principal amount of $2,500,000 (the “Prepaid Advance”). Upon execution of the Amended and Restated Purchase Agreement, $2,000,000 of the Prepaid Advance was funded to Rezolve.	Note 5 — Commitments and Contingencies Registration Rights The holders of the Founder Shares issued and outstanding on the date of the IPO, as well as the holders of the representative shares, Private Shares and any shares the Sponsor may receive in payment of the Extension Note, will be entitled to registration rights pursuant to an agreement signed on the effective date of the IPO. The holders of a majority of these securities (other than the holders of the representative shares) are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Shares and shares issued to the Sponsor in payment of the Extension Note can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of 1.0% of the gross proceeds of the IPO, or $1,500,000 (and are entitled to an additional $225,000 of deferred underwriting commission payable at the time of an initial Business Combination if the underwriters’ over-allotment is exercised in full). On October 1, 2021 the underwriters’ over-allotment option expired unused resulting in the $225,000 deferred underwriting commission to be not payable to the underwriter. Financial Advisory Fee The Company has engaged Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), an affiliate of a member of the Sponsor, to provide consulting and advisory services in connection with the IPO, for which it received an advisory fee equal to one (1.0) percent of the aggregate proceeds of the IPO, or $1,500,000, upon closing of the IPO. Affiliates of CCM have and manage investment vehicles with a passive investment in the Sponsor. On August 18, 2021, the Company paid to CCM an aggregate of $1,500,000. The Company engaged CCM as a capital markets advisor in connection with the initial Business Combination for which it will earn an advisory fee of $3,000,000 payable only upon closing of the Business Combination. The Company also engaged CCM as a financial advisor in connection with the initial Business Combination for which it will earn an advisory fee of $8,750,000 payable only upon closing of the Business Combination. The Company has engaged D.A. Davidson & Co. as a financial advisor and investment banker in connection with the initial Business Combination for which it will earn an advisory fee of $600,000, payable only upon closing of the Business Combination. The Company has engaged Craig Hallum Capital Group LLC as a financial advisor in connection with the initial Business Combination for which it will earn an advisory fee of $500,000, payable only upon closing of the Business Combination. The Company had engaged ICR LLC (“ICR”) to provide investor relations services in connection with the initial Business Combination for which ICR was entitled to a monthly fee of $10,400 for the period from November 2021 through December 2022 when the contract with ICR was terminated. A total of $145,600 is recorded by the Company and is due and payable to ICR upon either the termination of or the closing of the initial Business Combination. Under the contract, an additional $145,600 would be due and payable to ICR only upon the closing of the initial Business Combination. The Company has engaged Bishop IR (“Bishop”) as an investor relations advisor in connection with the initial Business Combination for the period from June 21, 2023 through June 20, 2024 with a monthly fee of $8,000, which will increase to $12,000 upon the closing of the initial Business Combination. Either party can terminate the contract at any time upon thirty days prior notice to the other party. Upon completion of initial Business Combination, Bishop would be entitled to a success fee of $100,000 payable only upon closing of the initial Business Combination. Business Combination Marketing Agreement The Company engaged Northland Securities, Inc., the representative of the underwriters, as an advisor in connection with Business Combination to assist in holding meetings with the Company’s stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination and assist the Company with press releases and public filings in connection with the Business Combination. The Company will pay the representative a cash fee for such services only upon the consummation of the initial Business Combination in an amount equal to 2.25% of the gross proceeds of the IPO, or $3,375,000. The Company will also pay the representative a separate capital market advisory fee of $2,500,000 only upon the completion of the initial Business Combination. Additionally, the Company will pay the representative a cash fee equal to 1.0% of the total consideration payable in the proposed Business Combination if the representative introduces the Company to the target business with which the Company completes a Business Combination. On February 8, 2021, Northland purchased 87,500 shares of common stock at an average purchase price of approximately $0.0001 per share. On May 29, 2021, Northland returned these 87,500 shares of common stock to the Company, for no consideration, which were subsequently cancelled. We also will pay to the representative only upon the closing of the initial Business Combination, $1,030,000 due under two separate engagement letters in connection with fairness opinions delivered to our Board of Directors. An aggregate of $120,000 has already been paid under these engagement letters and expensed in the Company’s statement of operations for the fiscal year ended September 30, 2022. Non-Redemption Agreements On January 20, 2023, the Company and its Sponsor entered into ten agreements (the “Non-Redemption 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 IPO in connection with the upcoming Annual Meeting 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 had also been submitted to the stockholders. The Non-Redemption Agreements provide for the allocation of up to 75,000 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. The Company estimated the aggregate fair value of the 713,057 Founder Shares attributable to the non-redeeming stockholders to be $1,102,909 or on average $1.55 per share. The excess of the fair value of the Founder Shares was determined to be a contribution to the Company from the Sponsor in accordance with Staff Accounting Bulletin (“SAB”) Topic 5T and an offering cost in accordance with SAB Topic 5A. Accordingly, the offering cost was recorded against additional paid-in capital. Pursuant to the Non-Redemption Agreements, the Company agreed not to satisfy any of its excise tax obligations from the interest earned on the funds held in the Trust Account. Right of First Refusal If the Company determines to pursue any equity, equity-linked, debt or mezzanine financing relating to or in connection with an initial Business Combination, then Northland Securities, Inc. shall have the right, but not the obligation, to act as book running manager, placement agent and/or arranger, as the case may be, in any and all such financing or financings. This right of first refusal extends from the date of the IPO until the earlier of the consummation of an initial Business Combination or the liquidation of the Trust Account if the Company fails to consummate a Business Combination during the required time period. Purchasing Agreement On February 23, 2023, Armada, Rezolve and YA II PN, Ltd., a Cayman Islands exempted company (“YA”) entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”), pursuant to which, among other things, upon the closing of the Business Combination, Rezolve shall have the right to issue and sell to YA up to $250 million of the ordinary shares of Rezolve during the 36 month period following the closing of the Business Combination. Rezolve will not be obligated to draw any amount under the Agreement, will control both the timing and amount of all drawdowns, and will issue stock to YA on each drawn down from the facility. 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 shares. 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. Other than making appropriate disclosure of the Purchase Agreement under the Federal securities laws, the Company has no obligations under the Purchase Agreement. On February 2, 2024, Armada, Rezolve, Rezolve AI and YA amended and restated the Purchase Agreement, (the “Amended and Restated Purchase Agreement”) to, among other things, incorporate a prepaid advance arrangement, whereby YA committed to provide Rezolve with a prepaid advance in an original principal amount of $2,500,000 (the “Prepaid Advance”). Upon execution of the Amended and Restated Purchase Agreement, $2,000,000 of the Prepaid Advance was funded to Rezolve.	Note 5 — Commitments and Contingencies Registration Rights The holders of the Founder Shares issued and outstanding on the date of the IPO, as well as the holders of the representative shares, Private Shares and any shares the Sponsor may receive in payment of the Extension Note, will be entitled to registration rights pursuant to an agreement signed on the effective date of the IPO. The holders of a majority of these securities (other than the holders of the representative shares) are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Shares and shares issued to the Sponsor in payment of the Extension Note can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of 1.0% of the gross proceeds of the IPO, or $1,500,000 (and are entitled to an additional $225,000 of deferred underwriting commission payable at the time of an initial Business Combination if the underwriters’ over-allotment is exercised in full). On October 1, 2021 the underwriters’ over-allotment option expired unused resulting in the $225,000 deferred underwriting commission to be not payable to the underwriter. Financial Advisory Fee The Company has engaged Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), an affiliate of a member of the Sponsor, to provide consulting and advisory services in connection with the IPO, for which it received an advisory fee equal to one (1.0) percent of the aggregate proceeds of the IPO, or $1,500,000, upon closing of the IPO. Affiliates of CCM have and manage investment vehicles with a passive investment in the Sponsor. On August 18, 2021, the Company paid to CCM an aggregate of $1,500,000. The Company engaged CCM as a capital markets advisor in connection with the initial Business Combination for which it will earn an advisory fee of $3,000,000 payable only upon closing of the Business Combination. The Company also engaged CCM as a financial advisor in connection with the initial Business Combination for which it will earn an advisory fee of $8,750,000 payable only upon closing of the Business Combination. The Company has engaged D.A. Davidson & Co. as a financial advisor and investment banker in connection with the initial Business Combination for which it will earn an advisory fee of $600,000, payable only upon closing of the Business Combination. The Company has engaged Craig Hallum Capital Group LLC as a financial advisor in connection with the initial Business Combination for which it will earn an advisory fee of $500,000, payable only upon closing of the Business Combination. The Company had engaged ICR LLC (“ICR”) to provide investor relations services in connection with the initial Business Combination for which ICR was entitled to a monthly fee of $10,400 for the period from November 2021 through December 2022 when the contract with ICR was terminated. A total of $145,600 is recorded by the Company and is due and payable to ICR upon either the termination of or the closing of the initial Business Combination. Under the contract, an additional $145,600 would be due and payable to ICR only upon the closing of the initial Business Combination. The Company has engaged Bishop IR (“Bishop”) as an investor relations advisor in connection with the initial Business Combination for the period from June 21, 2023 through June 20, 2024 with a monthly fee of $8,000, which will increase to $12,000 upon the closing of the initial Business Combination. Either party can terminate the contract at any time upon thirty days prior notice to the other party. Upon completion of initial Business Combination, Bishop would be entitled to a success fee of $100,000 payable only upon closing of the initial Business Combination. Business Combination Marketing Agreement The Company engaged Northland Securities, Inc., the representative of the underwriters, as an advisor in connection with Business Combination to assist in holding meetings with the Company’s stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination and assist the Company with press releases and public filings in connection with the Business Combination. The Company will pay the representative a cash fee for such services only upon the consummation of the initial Business Combination in an amount equal to 2.25% of the gross proceeds of the IPO, or $3,375,000. The Company will also pay the representative a separate capital market advisory fee of $2,500,000 only upon the completion of the initial Business Combination. Additionally, the Company will pay the representative a cash fee equal to 1.0% of the total consideration payable in the proposed Business Combination if the representative introduces the Company to the target business with which the Company completes a Business Combination. On February 8, 2021, Northland purchased 87,500 shares of common stock at an average purchase price of approximately $0.0001 per share. On May 29, 2021, Northland returned these 87,500 shares of common stock to the Company, for no consideration, which were subsequently cancelled. We also will pay to the representative only upon the closing of the initial Business Combination, $1,030,000 due under two separate engagement letters in connection with fairness opinions delivered to our Board of Directors. An aggregate of $120,000 has already been paid under these engagement letters and expensed in the Company’s statement of operations for the fiscal year ended September 30, 2022. Non-Redemption Agreements On January 20, 2023, the Company and its Sponsor entered into ten agreements (the “Non-Redemption 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 IPO in connection with the upcoming Annual Meeting 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 had also been submitted to the stockholders. The Non-Redemption Agreements provide for the allocation of up to 75,000 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. The Company estimated the aggregate fair value of the 713,057 Founder Shares attributable to the non-redeeming stockholders to be $1,102,909 or on average $1.55 per share. The excess of the fair value of the Founder Shares was determined to be a contribution to the Company from the Sponsor in accordance with Staff Accounting Bulletin (“SAB”) Topic 5T and an offering cost in accordance with SAB Topic 5A. Accordingly, the offering cost was recorded against additional paid-in capital. Pursuant to the Non-Redemption Agreements, the Company agreed not to satisfy any of its excise tax obligations from the interest earned on the funds held in the Trust Account. Right of First Refusal If the Company determines to pursue any equity, equity-linked, debt or mezzanine financing relating to or in connection with an initial Business Combination, then Northland Securities, Inc. shall have the right, but not the obligation, to act as book running manager, placement agent and/or arranger, as the case may be, in any and all such financing or financings. This right of first refusal extends from the date of the IPO until the earlier of the consummation of an initial Business Combination or the liquidation of the Trust Account if the Company fails to consummate a Business Combination during the required time period. Purchasing Agreement On February 23, 2023, Armada, Rezolve and YA II PN, Ltd., a Cayman Islands exempted company (“YA”) entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”), pursuant to which, among other things, upon the closing of the Business Combination, Rezolve shall have the right to issue and sell to YA up to $250 million of the ordinary shares of Rezolve during the 36 month period following the closing of the Business Combination. Rezolve will not be obligated to draw any amount under the Agreement, will control both the timing and amount of all drawdowns, and will issue stock to YA on each drawn down from the facility. 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 shares. 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. Other than making appropriate disclosure of the Purchase Agreement under the Federal securities laws, the Company has no obligations under the Purchase Agreement. On February 2, 2024, Armada, Rezolve, Rezolve AI and YA amended and restated the Purchase Agreement, (the “Amended and Restated Purchase Agreement”) to, among other things, incorporate a prepaid advance arrangement, whereby YA committed to provide Rezolve with a prepaid advance in an original principal amount of $2,500,000 (the “Prepaid Advance”). Upon execution of the Amended and Restated Purchase Agreement, $2,000,000 of the Prepaid Advance was funded to Rezolve.	Note 4 — Commitments and Contingencies Registration Rights The holders of the Founder Shares issued and outstanding on the date of the IPO, as well as the holders of the representative shares, Private Shares and any shares the Sponsor may receive in payment of the Extension Note, will be entitled to registration rights pursuant to an agreement signed on the effective date of the IPO. The holders of a majority of these securities (other than the holders of the representative shares) are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Shares and shares issued to the Sponsor in payment of the Extension Note can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of 1.0% of the gross proceeds of the IPO, or $1,500,000 (and are entitled to an additional $225,000 of deferred underwriting commission payable at the time of an initial Business Combination if the underwriters’ over-allotment is exercised in full). On October 1, 2021 the underwriters’ over-allotment option expired unused resulting in the $225,000 deferred underwriting commission to be not payable to the underwriter. Financial Advisory Fee The Company has engaged Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), an affiliate of a member of the Sponsor, to provide consulting and advisory services in connection with the IPO, for which it received an advisory fee equal to one (1.0) percent of the aggregate proceeds of the IPO, or $1,500,000, upon closing of the IPO. Affiliates of CCM have and manage investment vehicles with a passive investment in the Sponsor. On August 18, 2021, the Company paid to CCM in aggregate of $1,500,000. The Company engaged CCM as a capital markets advisor in connection with the initial Business Combination for which it will earn an advisory fee of $3,000,000 payable only upon closing of the Business Combination. The Company also engaged CCM as a financial advisor in connection with the initial Business Combination for which it will earn an advisory fee of $8,750,000 payable only upon closing of the Business Combination. The Company has engaged D.A. Davidson & Co. as a financial advisor and investment banker in connection with the initial Business Combination for which it will earn an advisory fee of $600,000, payable only upon closing of the Business Combination. The Company has engaged Craig Hallum Capital Group LLC as a financial advisor in connection with the initial Business Combination for which it will earn an advisory fee of $500,000, payable only upon closing of the Business Combination. The Company had engaged ICR LLC (“ICR”) to provide investor relations services in connection with the initial Business Combination for which ICR was entitled to a monthly fee of $10,400 for the period from November 2021 through December 2022 when the contract with ICR was terminated. A total of $145,600 is recorded by the Company and is due and payable to ICR upon either the termination of or the closing of the initial Business Combination. Under the contract, an additional $145,600 would be due and payable to ICR only upon the closing of the initial Business Combination. The Company has engaged Bishop IR (“Bishop”) as an investor relations advisor in connection with the initial Business Combination for the period from June 21, 2023 through June 20, 2024 with a monthly fee of $8,000 which will increase to $12,000 upon the closing of the initial Business Combination. Either party can terminate the contract at any time upon thirty days prior notice to the other party. Upon completion of initial Business Combination, Bishop would be entitled to a success fee of $100,000 payable only upon closing of the initial Business Combination. Business Combination Marketing Agreement The Company engaged Northland Securities, Inc., the representative of the underwriters, as an advisor in connection with Business Combination to assist in holding meetings with the Company’s stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination and assist the Company with press releases and public filings in connection with the Business Combination. The Company will pay the representative a cash fee for such services only upon the consummation of the initial Business Combination in an amount equal to 2.25% of the gross proceeds of the IPO, or $3,375,000. The Company will also pay the representative a separate capital market advisory fee of $2,500,000 only upon the completion of the initial Business Combination. Additionally, the Company will pay the representative a cash fee equal to 1.0% of the total consideration payable in the proposed Business Combination if the representative introduces the Company to the target business with which the Company completes a Business Combination. On February 8, 2021, Northland purchased 87,500 shares of common stock at an average purchase price of approximately $0.0001 per share. On May 29, 2021, Northland returned these 87,500 shares of common stock to the Company, for no consideration, which were subsequently cancelled. We also will pay to the representative only upon the closing of the initial Business Combination, $1,030,000 due under two separate engagement letters in connection with fairness opinions delivered to our Board of Directors. An aggregate of $120,000 has already been paid under these engagement letters and expensed in the Company’s statement of operations for the fiscal year ended September 30, 2022. Non-Redemption Agreements On January 20, 2023, the Company and its Sponsor entered into ten agreements (the “Non-Redemption 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 IPO in connection with the upcoming Annual Meeting 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 had also been submitted to the stockholders. The Non-Redemption Agreements provide for the allocation of up to 75,000 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. The Company estimated the aggregate fair value of the 713,057 Founder Shares attributable to the non-redeeming stockholders to be $1,102,909 or on average $1.55 per share. The excess of the fair value of the Founder Shares was determined to be a contribution to the Company from the Sponsor in accordance with Staff Accounting Bulletin (“SAB”) Topic 5T and an offering cost in accordance with SAB Topic 5A. Accordingly, the offering cost was recorded against additional paid-in capital. Pursuant to the Non-Redemption Agreements, the Company agreed not to satisfy any of its excise tax obligations from the interest earned on the funds held in the Trust Account. Right of First Refusal If the Company determines to pursue any equity, equity-linked, debt or mezzanine financing relating to or in connection with an initial Business Combination, then Northland Securities, Inc. shall have the right, but not the obligation, to act as book running manager, placement agent and/or arranger, as the case may be, in any and all such financing or financings. This right of first refusal extends from the date of the IPO until the earlier of the consummation of an initial Business Combination or the liquidation of the Trust Account if the Company fails to consummate a Business Combination during the required time period. Purchasing Agreement On February 23, 2023, Armada, Rezolve and YA II PN, Ltd., a Cayman Islands exempted limited partnership (“YA”) entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”), pursuant to which, among other things, upon the closing of the Business Combination, Rezolve shall have the right to issue and sell to YA up to $250 million of the ordinary shares of Rezolve during the 36 month period following the closing of the Business Combination. Rezolve will not be obligated to draw any amount under the Agreement, will control both the timing and amount of all drawdowns, and will issue stock to YA on each drawn down from the facility. 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 shares. 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. Other than making appropriate disclosure of the Purchase Agreement under the Federal securities laws, the Company has no obligations under the Purchase Agreement.

Commitments and Contingencies

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2023

Mar. 31, 2024

Jun. 30, 2024

Sep. 30, 2023

Commitments and Contingencies

Note 5 — Commitments and Contingencies

Registration Rights

The holders of the Founder Shares issued and outstanding on the date of the IPO, as well as the holders of the representative shares, Private Shares and any shares the Sponsor may receive in payment of the Extension Note, will be entitled to registration rights pursuant to an agreement signed on the effective date of the IPO. The holders of a majority of these securities (other than the holders of the representative shares) are entitled to make up to two demands that the Company registers such securities.

The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Shares and shares issued to the Sponsor in payment of the Extension Note can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were paid a cash underwriting discount of 1.0% of the gross proceeds of the IPO, or $1,500,000 (and are entitled to an additional $225,000 of deferred underwriting commission payable at the time of an initial Business Combination if the underwriters’ over-allotment is exercised in full). On October 1, 2021 the underwriters’ over-allotment option expired unused resulting in the $225,000 deferred underwriting commission to be not payable to the underwriter.

Financial Advisory Fee

The Company has engaged Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), an affiliate of a member of the Sponsor, to provide consulting and advisory services in connection with the IPO, for which it received an advisory fee equal to one (1.0) percent of the aggregate proceeds of the IPO, or $1,500,000, upon closing of the IPO. Affiliates of CCM have and manage investment vehicles with a passive investment in the Sponsor. On August 18, 2021, the Company paid to CCM an aggregate of $1,500,000. The Company engaged CCM as a capital markets advisor in connection with the initial Business Combination for which it will earn an advisory fee of $3,000,000 payable only upon closing of the Business Combination. The Company also engaged CCM as a financial advisor in connection with the initial Business Combination for which it will earn an advisory fee of $8,750,000 payable only upon closing of the Business Combination.

The Company has engaged D.A. Davidson & Co. as a financial advisor and investment banker in connection with the initial Business Combination for which it will earn an advisory fee of $600,000, payable only upon closing of the Business Combination.

The Company has engaged Craig Hallum Capital Group LLC as a financial advisor in connection with the initial Business Combination for which it will earn an advisory fee of $500,000, payable only upon closing of the Business Combination.

The Company had engaged ICR LLC (“ICR”) to provide investor relations services in connection with the initial Business Combination for which ICR was entitled to a monthly fee of $10,400 for the period from November 2021 through December 2022 when the contract with ICR was terminated. A total of $145,600 is recorded by the Company and is due and payable to ICR upon either the termination of or the closing of the initial Business Combination. Under the contract, an additional $145,600 would be due and payable to ICR only upon the closing of the initial Business Combination.

The Company has engaged Bishop IR (“Bishop”) as an investor relations advisor in connection with the initial Business Combination for the period from June 21, 2023 through June 20, 2024 with a monthly fee of $8,000, which will increase to $12,000 upon the closing of the initial Business Combination. Either party can terminate the contract at any time upon thirty days prior notice to the other party. Upon completion of initial Business Combination, Bishop would be entitled to a success fee of $100,000 payable only upon closing of the initial Business Combination.

Business Combination Marketing Agreement

Company will also pay the representative a separate capital market advisory fee of $2,500,000 only upon the completion of the initial Business Combination. Additionally, the Company will pay the representative a cash fee equal to 1.0% of the total consideration payable in the proposed Business Combination if the representative introduces the Company to the target business with which the Company completes a Business Combination. On February 8, 2021, Northland purchased 87,500 shares of common stock at an average purchase price of approximately $0.0001 per share. On May 29, 2021, Northland returned these 87,500 shares of common stock to the Company, for no consideration, which were subsequently cancelled.

We also will pay to the representative only upon the closing of the initial Business Combination, $1,030,000 due under two separate engagement letters in connection with fairness opinions delivered to our Board of Directors. An aggregate of $120,000 has already been paid under these engagement letters and expensed in the Company’s statement of operations for the fiscal year ended September 30, 2022.

Non-Redemption Agreements

On January 20, 2023, the Company and its Sponsor entered into ten agreements (the “Non-Redemption 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 IPO in connection with the upcoming Annual Meeting 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 had also been submitted to the stockholders. The Non-Redemption Agreements provide for the allocation of up to 75,000 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. The Company estimated the aggregate fair value of the 713,057 Founder Shares attributable to the non-redeeming stockholders to be $1,102,909 or on average $1.55 per share. The excess of the fair value of the Founder Shares was determined to be a contribution to the Company from the Sponsor in accordance with Staff Accounting Bulletin (“SAB”) Topic 5T and an offering cost in accordance with SAB Topic 5A. Accordingly, the offering cost was recorded against additional paid-in capital. Pursuant to the Non-Redemption Agreements, the Company agreed not to satisfy any of its excise tax obligations from the interest earned on the funds held in the Trust Account.

Right of First Refusal

If the Company determines to pursue any equity, equity-linked, debt or mezzanine financing relating to or in connection with an initial Business Combination, then Northland Securities, Inc. shall have the right, but not the obligation, to act as book running manager, placement agent and/or arranger, as the case may be, in any and all such financing or financings. This right of first refusal extends from the date of the IPO until the earlier of the consummation of an initial Business Combination or the liquidation of the Trust Account if the Company fails to consummate a Business Combination during the required time period.

Purchasing Agreement

On February 23, 2023, Armada, Rezolve and YA II PN, Ltd., a Cayman Islands exempted company (“YA”) entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”), pursuant to which, among other things, upon the closing of the Business Combination, Rezolve shall have the right to issue and sell to YA up to $250 million of the ordinary shares of Rezolve during the 36 month period following the closing of the Business Combination. Rezolve will not be obligated to draw any amount under the Agreement, will control both the timing and amount of all drawdowns, and will issue stock to YA on each drawn down from the facility. 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 shares. 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. Other than making appropriate disclosure of the Purchase Agreement under the Federal securities laws, the Company has no obligations under the Purchase Agreement.

On February 2, 2024, Armada, Rezolve, Rezolve AI and YA amended and restated the Purchase Agreement, (the “Amended and Restated Purchase Agreement”) to, among other things, incorporate a prepaid advance arrangement, whereby YA committed to provide Rezolve with a prepaid advance in an original principal amount of $2,500,000 (the “Prepaid Advance”). Upon execution of the Amended and Restated Purchase Agreement, $2,000,000 of the Prepaid Advance was funded to Rezolve.

Note 5 — Commitments and Contingencies

Registration Rights

Underwriting Agreement

Financial Advisory Fee

Business Combination Marketing Agreement

The Company engaged Northland Securities, Inc., the representative of the underwriters, as an advisor in connection with Business Combination to assist in holding meetings with the Company’s stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination and assist the Company with press releases and public filings in connection with the Business Combination. The Company will pay the representative a cash fee for such services only upon the consummation of the initial Business Combination in an amount equal to 2.25% of the gross proceeds of the IPO, or $3,375,000. The Company will also pay the representative a separate capital market advisory fee of $2,500,000 only upon the completion of the initial Business Combination. Additionally, the Company will pay the representative a cash fee equal to 1.0% of the total consideration payable in the proposed Business Combination if the representative introduces the Company to the target business with which the Company completes a Business Combination. On February 8, 2021, Northland purchased 87,500 shares of common stock at an average purchase price of approximately $0.0001 per share. On May 29, 2021, Northland returned these 87,500 shares of common stock to the Company, for no consideration, which were subsequently cancelled.

Non-Redemption Agreements

Right of First Refusal

Purchasing Agreement

Note 5 — Commitments and Contingencies

Registration Rights

Underwriting Agreement

Financial Advisory Fee

Business Combination Marketing Agreement

Non-Redemption Agreements

Right of First Refusal

Purchasing Agreement

Note 4 — Commitments and Contingencies

Registration Rights

Underwriting Agreement

Financial Advisory Fee

The Company has engaged Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), an affiliate of a member of the Sponsor, to provide consulting and advisory services in connection with the IPO, for which it received an advisory fee equal to one (1.0) percent of the aggregate proceeds of the IPO, or $1,500,000, upon closing of the IPO. Affiliates of CCM have and manage investment vehicles with a passive investment in the Sponsor. On August 18, 2021, the Company paid to CCM in aggregate of $1,500,000. The Company engaged CCM as a capital markets advisor in connection with the initial Business Combination for which it will earn an advisory fee of $3,000,000 payable only upon closing of the Business Combination. The Company also engaged CCM as a financial advisor in connection with the initial Business Combination for which it will earn an advisory fee of $8,750,000 payable only upon closing of the Business Combination.

The Company has engaged Bishop IR (“Bishop”) as an investor relations advisor in connection with the initial Business Combination for the period from June 21, 2023 through June 20, 2024 with a monthly fee of $8,000 which will increase to $12,000 upon the closing of the initial Business Combination. Either party can terminate the contract at any time upon thirty days prior notice to the other party. Upon completion of initial Business Combination, Bishop would be entitled to a success fee of $100,000 payable only upon closing of the initial Business Combination.

Business Combination Marketing Agreement

Non-Redemption Agreements

Right of First Refusal

Purchasing Agreement

On February 23, 2023, Armada, Rezolve and YA II PN, Ltd., a Cayman Islands exempted limited partnership (“YA”) entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”), pursuant to which, among other things, upon the closing of the Business Combination, Rezolve shall have the right to issue and sell to YA up to $250 million of the ordinary shares of Rezolve during the 36 month period following the closing of the Business Combination. Rezolve will not be obligated to draw any amount under the Agreement, will control both the timing and amount of all drawdowns, and will issue stock to YA on each drawn down from the facility. 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 shares. 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. Other than making appropriate disclosure of the Purchase Agreement under the Federal securities laws, the Company has no obligations under the Purchase Agreement.

Organization, Business Operations and Going Concern (Details Narrative) - USD ($)																									3 Months Ended		6 Months Ended	9 Months Ended	12 Months Ended
	Jul. 17, 2024	Jul. 16, 2024	Jun. 17, 2024	Jun. 15, 2024	May 17, 2024	May 15, 2024	Apr. 16, 2024	Mar. 13, 2024	Feb. 17, 2024	Feb. 16, 2024	Feb. 13, 2024	Jan. 16, 2024	Dec. 19, 2023	Dec. 15, 2023	Nov. 09, 2023	Oct. 11, 2023	Oct. 10, 2023	Sep. 12, 2023	Sep. 08, 2023	Aug. 08, 2023	Aug. 02, 2023	Feb. 02, 2023	Nov. 10, 2022	Aug. 17, 2021	Jun. 30, 2024	Dec. 31, 2023	Mar. 31, 2024	Jun. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Aug. 14, 2024	Jul. 30, 2024	Feb. 15, 2024	Feb. 09, 2024	Nov. 20, 2023	Aug. 04, 2023	Jul. 28, 2023	Dec. 31, 2022	Sep. 30, 2022	May 09, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Date of incorporation																													Jan. 05, 2023
Excise tax payable																										$ 188,766			$ 188,766									$ 11,515
Armada Acquisition Corp I [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Date of incorporation																										Nov. 05, 2020	Nov. 05, 2020	Nov. 05, 2020		Nov. 05, 2020
Transaction costs																								$ 3,537,515
Underwriting commissions																								1,500,000
Other offering costs																								2,037,515
Proceeds held in trust account																								$ 150,000,000	$ 16,126,337	$ 25,871,565	$ 15,771,190	$ 16,126,337	25,871,565	$ 25,324,028									$ 150,844,925
Trust assets value per unit																								$ 10
Maturity period of government securities																								185 days
Redemption outstanding public shares																								100.00%
Percentage of trust assets for acquisition																								80.00%
Percentage of ownership for acquisition																								50.00%
Net tangible assets for acquisition																								$ 5,000,001
Extended period from IPO closing to complete acquisition																								18 months
Percentage of public shares to be redeemed																								100.00%
Interest amount to pay dissolution expenses																								$ 100,000
Minimum trust proceeds per share																								$ 10
Operating account																									$ 13,242	$ 54,000	107,722	$ 13,242	54,000	$ 60,000
Aggregate loaned amount																			$ 79,099	$ 20,840																	$ 125,245
Payment to acquire restricted investments												$ 70,900
Minimum net worth required for compliance																																				$ 5,000,001
Amount deposited into trust account									$ 248,095												$ 354,502
Debt instrument, interest rate, stated percentage																																	0.00%
Threshold date for consummation of business combination																					Feb. 17, 2024	Aug. 17, 2023		Feb. 17, 2023	Feb. 17, 2023	Feb. 17, 2023		Feb. 17, 2023		Feb. 17, 2023
Number of days prior to the threhold date of completion of business combination in which the business combination agreement could be terminated																							15 days
Net working capital excluding income tax and franchise tax payable																									$ 10,900,000	$ 9,100,000	9,700,000	$ 10,900,000	9,100,000	$ 8,500,000
Percentage of redeemption of public shares																						100.00%
Excise tax payable																									1,395,596	1,291,751	1,395,596	$ 1,395,596	1,291,751	1,291,751									0
Armada Acquisition Corp I [Member] \| First Amendment To The Business Combination Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Threshold date for termination of business combination agreement																							Jan. 31, 2023
Extension Note [Member] \| Armada Acquisition Corp I [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate loaned amount													$ 70,900
Unsecured Promissory Note [Member] \| Armada Acquisition Corp I [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate loaned amount																					$ 425,402												$ 297,714
Debt instrument, interest rate, stated percentage																					0.00%												0.00%
Tranche One [Member] \| Armada Acquisition Corp I [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payment to acquire restricted investments													70,900
Tranche One [Member] \| Armada Acquisition Corp I [Member] \| Subscription Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payment to acquire restricted investments												70,900	70,900	$ 70,900
Tranche One [Member] \| Extension Note [Member] \| Armada Acquisition Corp I [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payment to acquire restricted investments											$ 49,619									$ 70,900
Tranche Two [Member] \| Armada Acquisition Corp I [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payment to acquire restricted investments				$ 49,619		$ 49,619	$ 49,619	$ 49,619		$ 49,619		70,900
Tranche Two [Member] \| Armada Acquisition Corp I [Member] \| Subscription Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payment to acquire restricted investments							49,619					70,900	$ 70,900
Tranche Two [Member] \| Extension Note [Member] \| Armada Acquisition Corp I [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payment to acquire restricted investments								$ 49,619										$ 70,900	70,900
Tranche Three [Member] \| Extension Note [Member] \| Armada Acquisition Corp I [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payment to acquire restricted investments					$ 49,619										$ 70,900	$ 70,900			$ 70,900
Tranche Four [Member] \| Extension Note [Member] \| Armada Acquisition Corp I [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payment to acquire restricted investments			$ 49,619													70,900	$ 70,900
Tranche Five [Member] \| Extension Note [Member] \| Armada Acquisition Corp I [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payment to acquire restricted investments															70,900
First Of November Two Thousand And Twenty Four [Member] \| Inflation Reduction Act [Member] \| Armada Acquisition Corp I [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Interest and penalties percentage																												10.00%
Monthly penalty percentage for underpayment of taxes																												5.00%
Percentage of total tax liability for which the penalty is applicable																												25.00%
Subsequent Event [Member] \| Armada Acquisition Corp I [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate loaned amount																															$ 7,500,000	$ 5,141,250			$ 12,510
Amount deposited into trust account									248,095
Debt instrument, interest rate, stated percentage																																		0.00%
Subsequent Event [Member] \| Unsecured Promissory Note [Member] \| Armada Acquisition Corp I [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate loaned amount																																	$ 297,714
Debt instrument, interest rate, stated percentage																																	0.00%
Subsequent Event [Member] \| Tranche Two [Member] \| Armada Acquisition Corp I [Member] \| Subscription Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payment to acquire restricted investments	$ 49,619						$ 49,619			$ 49,619		$ 70,900
Subsequent Event [Member] \| Tranche Four [Member] \| Extension Note [Member] \| Armada Acquisition Corp I [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payment to acquire restricted investments																$ 70,900
Subsequent Event [Member] \| Tranche Five [Member] \| Extension Note [Member] \| Armada Acquisition Corp I [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payment to acquire restricted investments		$ 49,619													$ 70,900
Related Party [Member] \| Armada Acquisition Corp I [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Note payable to related parties																									3,056,726	2,776,600	2,776,600	$ 3,056,726	2,776,600	2,564,439									$ 251,754	$ 483,034
Subscription agreement liability																									$ 354,503	$ 6,752	$ 129,738	$ 354,503	$ 6,752	$ 0
Amount deposited into trust account									$ 248,095

Share-Based Compensation - Schedule of Share Options Valuation Assumptions (Details) - $ / shares

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

2022 LTIP [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Current share value

$ 1.23

Expected volatility Minimum

^[1]

59.60%

Expected volatility Maximum

^[1]

63.50%

Risk-free interest rate Minimum

^[2]

3.80%

Risk-free interest rate Maximum

^[2]

4.20%

Dividend yield

^[3]

0.00%

2023 LTIP [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Current share value

$ 0.1

Expected volatility Minimum

^[4]

59.60%

Expected volatility Maximum

^[4]

63.50%

Risk-free interest rate Minimum

^[5]

3.80%

Risk-free interest rate Maximum

^[5]

4.20%

Dividend yield

^[6]

0.00%

Minimum [Member] | 2022 LTIP [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Minimum [Member] | 2023 LTIP [Member]

^[7]

2 years 6 months

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Maximum [Member] | 2022 LTIP [Member]

^[8]

1 year

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Maximum [Member] | 2023 LTIP [Member]

^[7]

5 years 1 month 6 days

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Accounting Standards Update and Change in Accounting Principle [Abstract]

^[8]

5 years 1 month 6 days

[1]	Volatility, or the standard deviation of annualized returns, was calculated based on comparable companies’ reported volatilities.
[2]	Risk free rate was obtained from US treasury notes for the expected terms noted as of the valuation date.
[3]	The Company has assumed a dividend yield of zero as it has no plans to declare dividends in the foreseeable future.
[4]	Volatility, or the standard deviation of annualized returns, was calculated based on comparable companies’ reported volatilities.
[5]	Risk free rate was obtained from US treasury notes for the expected terms noted as of the valuation date.
[6]	The Company has assumed a dividend yield of zero as it has no plans to declare dividends in the foreseeable future.
[7]	The expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the end of the vesting term and the contractual period to exercise.
[8]	The expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the end of the vesting term and the contractual period to exercise.

Property and equipment, net (Details) - USD ($)	12 Months Ended
Property and equipment, net (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 44,556	$ 37,917

Recently Adopted Accounting Pronouncements

12 Months Ended

Dec. 31, 2023

Recently adopted accounting pronouncements

ASC 326 “Financial Instruments—Credit Losses”

The standard requires a financial asset (including trade receivables) measured at amortized cost basis to be presented at the net amount expected to be collected. Thus, the statement of operations will reflect the measurement of credit losses for newly recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period. This standard is effective for the calendar year ending December 31, 2023. The Company adopted the standard on January 1, 2023. The adoption of the standard did not have a material impact on the combined carve-out consolidated financial statements.

ASU No. 2020-06 “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06)”

In August 2020, the FASB issued ASU No. 2020-06. This ASU simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred share as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments.

Our adoption of ASU 2020-06 was performed retrospectively within these consolidated financial statements in the year prior to those years presented. Had we adopted ASU 2020-06 on January 1, 2021 under the modified retrospective method, such adoption would had not have had a material impact on our carve-out consolidated financial statements.

A number of amended standards became applicable for the current reporting period. The Company did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards.

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 65
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-Subparagraph (a)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 65
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483550/848-10-65-2

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-Section 65
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 65
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-Subparagraph (e)(1)
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-Section 65
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SAB Topic 11.M.Q2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480530/250-10-S99-5

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 6
-Subparagraph (i)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480528/815-20-65-6

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479654/326-10-65-4

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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-Section 65
-Paragraph 4
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479654/326-10-65-4

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (f)(1)
-Publisher FASB
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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-Section 65
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-URI https://asc.fasb.org/1943274/2147483194/926-20-65-2

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 65
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-URI https://asc.fasb.org/1943274/2147483194/926-20-65-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480530/250-10-S99-6

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)(1)
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 250
-Publisher FASB
-URI https://asc.fasb.org/250/tableOfContent

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

CONDENSED STATEMENT OF OPERATIONS (PARENTHETICAL) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
General and Administrative Expense [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction monthly fee	$ 3,831,291	$ 41,231,704
Selling and Marketing Expense [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction monthly fee	$ 2,072,224	$ 869,777

Recurring Fair Value Measurements - Summary of held-to-maturity and Level 1 in the hierarchy of fair value measurements (Details) - Armada Acquisition Corp I [Member]	Sep. 30, 2022 USD ($)
Schedule of Held-to-Maturity Securities [Line Items]
Carrying Value as of September 30, 2022	$ 150,844,925
Gross Unrealized Gains	19,242
Gross Unrealized Losses	0
Debt Securities, Held-to-Maturity, Fair Value, Noncurrent, Total	150,864,167
Cash [Member]
Schedule of Held-to-Maturity Securities [Line Items]
Carrying Value as of September 30, 2022	320
Gross Unrealized Gains	0
Gross Unrealized Losses	0
Debt Securities, Held-to-Maturity, Fair Value, Noncurrent, Total	320
U.S. Treasury Bills [Member]
Schedule of Held-to-Maturity Securities [Line Items]
Carrying Value as of September 30, 2022	150,844,605
Gross Unrealized Gains	19,242
Gross Unrealized Losses	0
Debt Securities, Held-to-Maturity, Fair Value, Noncurrent, Total	$ 150,863,847

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481800/320-10-50-5A

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481800/320-10-50-5B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481800/320-10-50-5B

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481800/320-10-50-5

Summary of Transactions and outstanding balances of related parties

Related Party Disclosures (Tables)

12 Months Ended

Dec. 31, 2023

Transactions and outstanding balances of related parties were as follows:

Transactions during the year


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
Share Capital Issued at nominal value
DBLP Sea Cow (2) (number of ordinary shares issued in 2–23 – Nil and 2–22 – 27,246,461)	$	—	$	3,225
Loans Repaid
DBLP Sea Cow (2)		250,000		—
Convertible Loans taken
Steve Perry		132,269		—
Loans Taken
Dan Wagner		191,405		—
Igor Lychagov		5,587,343		—
Managerial remuneration
Key Management Personnel
Dan Wagner		296,067		298,654
Salman Ahmad		222,535		207,395
Richard Burchill		271,395		273,761
Sauvik Banerjee		393,440		188,972
		1,183,437		968,782
Sales and marketing		393,440		188,972
General and Administrative		789,997		779,810
		1,183,437		968,782
Share-based compensation
DBLP Sea Cow (2)		756,944		33,374,018
Richard Burchill		1,326,703		—
Steve Perry		—		2,449,787
Peter Vesco		60,556		—
Arthur Yao (1)		60,556		—
Sauvik Banerjee		842,746		—
Derek Smith		—		3,677,896
		3,047,505		39,501,701
Sales and marketing		963,858		—
General and Administrative		2,083,647		39,501,701
		3,047,505		39,501,701


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
Consulting fees
DBLP Sea Cow (2)		300,000		300,000
Peter Vesco		414,926		380,805
Arthur Yao (1)		300,000		300,000
		1,014,926		980,805
Sales and marketing		714,926		680,805
General and Administrative		300,000		300,000
		1,014,926		980,805
Director remuneration
Sir David Wright		92,521		87,107
Anthony Sharp		380,084		376,428
Steve Perry		92,521		93,329
Derek Smith		92,521		93,329
		657,647		650,193
Sales and marketing		—		—
General and Administrative		657,647		650,193
		657,647		650,193
Management remuneration
Sales and marketing		2,072,224		869,777
General and Administrative		3,831,291		41,231,704
		5,903,515		42,101,481
Business development expenses
Rezolve China (3)		777,161		7,136,168

(2)

DBLP Sea Cow Ltd. (a company incorporated in the Seychelles) (“DBLP Sea Cow”) is wholly legally owned by Dan Wagner, Chief Executive Officer of Rezolve.

(3)

The Company has expensed all cash transferred to its subsidiary Rezolve China. Please refer to the basis of presentation discussed in note 2.1.

Summary of Outstanding balances as at reporting date

Outstanding balances as at reporting date


	December 31, 2023		December 31, 2022
	$ (as restated)		$ (as restated)
Short term debt to related party
DBLP Sea Cow (2)		447,067		697,067
Dan Wagner		191,405		—
Igor Lychagov		5,587,343		—
		6,225,815		697,067


	December 31, 2023		December 31, 2022
	$ (as restated)		$ (as restated)
Due to related party
DBLP Sea Cow (2)		350,000		225,000
Dan Wagner		147,605		172,476
Richard Burchill		—		535
Arthur Yao		61,945		51,414
Peter Vesco		31,248		42,906
Steve Perry		1,133		—
Sauvik Banerjjee		58,320		—
Anthony Sharp		127,325		129,460
		777,576		621,791
Short term convertible debt
Steve Perry		132,269		—
Share Subscription Receivables
Dan Wagner		111,845		111,845
DBLP Sea Cow (2)		7,999		7,999
		119,844		119,844

DBLP Sea Cow Ltd. (a company incorporated in the Seychelles) (“DBLP Sea Cow”) is wholly legally owned by Dan Wagner, Chief Executive Officer of Rezolve.

Intangible Assets, Net

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible assets, net


	December 31, 2023			December 31, 2022
	(as restated)			(as restated)
Software	$	1,009,272		$	989,400
In development intangible asset		1,862,465			—
		2,871,737			989,400
Less—Accumulated amortization		(736,834	)		(538,954	)
Intangible assets, net	$	2,134,903		$	450,446

Amortization expense for each of the years ended December 31, 2023 and 2022 was $197,800.

As of December 31, 2023, expected amortization expense over the remaining intangible asset lives is as follows:


2024	$	183,578
2025		445,453
2026		376,468
2027		376,468
2028		376,468
Thereafter		376,468
	$	2,134,903

Loans Receivable

12 Months Ended

Dec. 31, 2023

Receivables [Abstract]

Loans Receivable


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
Loans receivable		—		598,414
Total	$	—	$	598,414

The loans receivable consists of:

•

Loan receivable—Neighbor Inc (“Swipeby”)—The loan allows up to $65,000 to be loaned to Swipeby on a monthly basis beginning in July 2022. The loan bears interest of 8% and matures at the earlier of 1) The Company acquiring Swipeby or 2) December 31, 2022. The loan agreement was amended on February 23, 2023 such that the maturity date was extended to the earlier of 1) The Company acquiring Swipeby or 2) June 30, 2023. Swipeby was not acquired by the Company by June 30, 2023, and as such the balance of $785,000 was considered non-recoverable and an impairment charge of $785,000 was recorded in “Other operating expenses”.

•

Loan receivable—Grupo Hanhei (“Moneymatic”). The loan initially provided $100,000 in August 2022, plus up to $25,000 per month terminating on October 31, 2022 while the Company completes integration of the Company’s technology into Moneymatic’s applications. As at December 31, 2022, the loan of $181,816 to Moneymatic was in the process of being negotiated and was extended in June 2023. Moneymatic’s loan was also considered recoverable due at the time, due to the fact that Moneymatic were then integrating Rezolve’s technology into Moneymatic’s applications in Mexico. The loan amount $371,316 at December 31, 2023 was considered non-recoverable and an impairment charge of $371,316 was recorded in “Other operating expenses”.

Subscription Agreement Liability (Details Narrative)		3 Months Ended	6 Months Ended	9 Months Ended
Subscription Agreement Liability (Details Narrative)	Dec. 12, 2023 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares	Mar. 31, 2024 USD ($) $ / shares	Jun. 30, 2024 USD ($) $ / shares	Apr. 22, 2024 USD ($)	Apr. 18, 2024 USD ($) shares	Apr. 16, 2024 USD ($)	Mar. 13, 2024 USD ($)	Feb. 15, 2024 USD ($)	Feb. 13, 2024 USD ($)	Jan. 16, 2024 USD ($)	Dec. 19, 2023 USD ($)	Sep. 30, 2023 USD ($) $ / shares	Sep. 08, 2023 USD ($)	Aug. 08, 2023 USD ($)	Aug. 02, 2023 USD ($)	Jul. 28, 2023 USD ($)	Dec. 31, 2022 £ / shares	Dec. 31, 2022 $ / shares	Sep. 30, 2022 $ / shares	May 09, 2022 USD ($)
Subscription Liability [Line Items]
Common Stock, Par or Stated Value Per Share \| (per share)																		£ 0.0001	$ 0.0001
Armada Acquisition Corp I [Member]
Subscription Liability [Line Items]
Debt instrument, face amount														$ 79,099	$ 20,840		$ 125,245
Subscription agreement liability, net		$ 6,752	$ 129,738	$ 354,503									$ 0
Common Stock, Par or Stated Value Per Share \| $ / shares		$ 0.0001	$ 0.0001	$ 0.0001									$ 0.0001							$ 0.0001
Cost of borrowing		$ 108,634	$ 434,460	$ 462,716
Interest expense		$ 5,384	$ 124,198	$ 344,226
Armada Acquisition Corp I [Member] \| Subscription Agreement [Member] \| Polar Multi Strategy Master Fund [Member]
Subscription Liability [Line Items]
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001
Common stock subscribed but not issued value	$ 440,000
Common stock subscribed but not issued shares \| shares	880,000
Time limit from the date of consummation of business combination within which the shares shall be registered	45 days
Time limit for the registration statement to become effective from the date of consummation of business combination	150 days
Lock in period of shares	180 days
Maximum time period for default to be rectified	5 days
Armada Acquisition Corp I [Member] \| Subscription Agreement [Member] \| Polar Multi Strategy Master Fund [Member] \| December Two Thousand And Twenty Three [Member]
Subscription Liability [Line Items]
Common stock subscribed but not issued value	$ 110,000
Number of days within which investor shall contribute capital	5 days
Armada Acquisition Corp I [Member] \| Subscription Agreement [Member] \| Polar Multi Strategy Master Fund [Member] \| January Two Thousand And Twenty Four [Member]
Subscription Liability [Line Items]
Common stock subscribed but not issued value	$ 110,000
Armada Acquisition Corp I [Member] \| Subscription Agreement [Member] \| Polar Multi Strategy Master Fund [Member] \| February Two Thousand And Twenty Four [Member]
Subscription Liability [Line Items]
Common stock subscribed but not issued value	$ 110,000											$ 110,000
Armada Acquisition Corp I [Member] \| Subscription Agreement [Member] \| Polar Multi Strategy Master Fund [Member] \| March Two Thousand And Twenty Four [Member]
Subscription Liability [Line Items]
Common stock subscribed but not issued value								$ 110,000		$ 110,000	$ 110,000	110,000
Armada Acquisition Corp I [Member] \| Subscription Agreement [Member] \| Polar Multi Strategy Master Fund [Member] \| Default Shares [Member]
Subscription Liability [Line Items]
Common stock subscribed but not issued shares \| shares	220,000
Armada Acquisition Corp I [Member] \| Subscription Agreement [Member] \| Polar Multi Strategy Master Fund [Member] \| Additional Default Shares [Member]
Subscription Liability [Line Items]
Common stock subscribed but not issued shares \| shares	220,000
Armada Acquisition Corp I [Member] \| Sponsor [Member]
Subscription Liability [Line Items]
Debt instrument, face amount					$ 40,939		$ 53,388		$ 297,714			$ 39,100				$ 425,402	$ 125,245				$ 483,034
Armada Acquisition Corp I [Member] \| Sponsor [Member] \| Subscription Agreement [Member]
Subscription Liability [Line Items]
Shared allocated by sponsor \| shares						33,008
Debt instrument, face amount						$ 33,000

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Initial Useful Life of Computer Assets (Details)	Dec. 31, 2023
Software [Member]
Finite-Lived Intangible Assets [Line Items]
Initial Useful Life of Computer Assets	5 years

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Movement of Employee Shares Outstanding (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Sep. 30, 2022
Class of Stock [Line Items]
Beginning balance, value	$ (54,284,884)	$ (32,519,603)	$ (1,192,451)
Ending balance, value
Common Stock [Member] \| Employee Shares Outstanding [Member]
Class of Stock [Line Items]
Beginning balance, value	$ 215,448	$ 215,448	$ 215,448
Ending balance, value
Common Stock [Member] \| Employee Shares Outstanding [Member] \| Employee Shares at Par Value [Member]
Class of Stock [Line Items]
Beginning balance, shares	58,315,800	58,315,800	58,315,800
Ending balance, shares
Common Stock [Member] \| Employee Shares Outstanding [Member] \| Employee Shares Requiring Additional Paid in Capital [Member]
Class of Stock [Line Items]
Beginning balance, shares	10,700,000	10,700,000	10,700,000
Ending balance, shares

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Income Taxes - Components of loss (income) before income taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Before Income Tax Domestic And Foreign [Line Items]
Income Loss Before Continuing Operations Before Income Taxes	$ 30,672,980	$ 110,712,948
UNITED KINGDOM
Income Before Income Tax Domestic And Foreign [Line Items]
Income (Loss) from Continuing Operations before Income Taxes, Domestic	29,427,631	107,945,740
UNITED STATES
Income Before Income Tax Domestic And Foreign [Line Items]
Income (Loss) from Continuing Operations before Income Taxes, Domestic	994,933	634,526
SPAIN
Income Before Income Tax Domestic And Foreign [Line Items]
Income (Loss) from Continuing Operations before Income Taxes, Foreign	298,927	381,321
INDIA
Income Before Income Tax Domestic And Foreign [Line Items]
Income (Loss) from Continuing Operations before Income Taxes, Foreign	(92,982)	(300,433)
TAIWAN
Income Before Income Tax Domestic And Foreign [Line Items]
Income (Loss) from Continuing Operations before Income Taxes, Foreign	$ 44,181	$ 2,051,794

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

2022 LTIP [Member]

Schedule of share options valuation assumptions


	2022
Expected term—years (1)	2.5 – 5.1
Current share value		1.23
Expected volatility (2)	59.6% - 63.5%
Risk-free interest rate (3)	3.8% - 4.2%
Dividend yield (4)		0	%

Schedule of share option activity

The Company’s share option activity for the year ended December 31, 2022 was as follows:


	Number of share options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual life (years)		Aggregate Intrinsic Value (In millions)
Outstanding as of December 31, 2021		—		—
Issued		15,750,000	£	0.0001
Exercised		—		—
Cancelled/Forfeited		—		—
Outstanding as of December 31, 2022		15,750,000	£	0.0001		6.5	$	19.2
Vested and exercisable		5,700,000	£	0.0001		5	$	7.0
Vested and expected to vest		15,750,000	£	0.0001		6.5	$	19.2

2023 LTIP [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Schedule of share options valuation assumptions


	2023
Expected term—years (1)	1 – 5.1
Current share value	$	0.10
Expected volatility (2)	59.6% - 63.5%
Risk-free interest rate (3)	3.8% - 4.2%
Dividend yield (4)		0	%

(1)

The expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the end of the vesting term and the contractual period to exercise.

(2)

Volatility, or the standard deviation of annualized returns, was calculated based on comparable companies’ reported volatilities.

(3)

Risk free rate was obtained from US treasury notes for the expected terms noted as of the valuation date.

The Company has assumed a dividend yield of zero as it has no plans to declare dividends in the foreseeable future.

Schedule of share option activity

The Company’s share option activity for the year ended December 31, 2023 was as follows:


	Number of share options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual life (years)		Aggregate Intrinsic Value (In millions)
Outstanding as of December 31, 2022		15,750,000	£	0.0001		6.5	$	19.2
Issued		49,305,537	£	0.0001		5.9		4.9
Exercised		—		—
Cancelled/Forfeited		—		—
Outstanding as of December 31, 2023		65,055,537	£	0.0001		5.5	$	24.1
Vested and exercisable		11,600,000	£	0.0001		5	$	13.9
Vested and expected to vest		65,055,537	£	0.0001		6.5	$	24.1

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Prepayments and Other Current Assets - Summary of Prepayments and Other Current Assets (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid expenses	$ 130,309	$ 214,514
Receivable from government authorities	582	4,155
Input tax credit	140,432	219,421
Other receivables	27,690	2,756
Total	$ 299,013	$ 440,846

Significant Accounting Policies - Schedule of basic and diluted net loss per share (Details) - USD ($)	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Allocation of net (loss) income											$ (30,736,098)		$ (110,712,948)
Basic Weighted-average shares outstanding											927,204,508		913,109,577
Diluted Weighted-average shares outstanding											927,204,508		913,109,577
Basic net (loss) income per share											$ (0.03)		$ (0.12)
Diluted net (loss) income per share											$ (0.03)		$ (0.12)
Armada Acquisition Corp I [Member]
Allocation of net (loss) income	$ (1,423,095)	$ (380,846)	$ (360,314)	$ (559,584)	$ (27,143)	$ 607,027	$ (741,160)	$ 579,884	$ (2,164,255)	$ 20,300		$ (320,150)		$ (3,622,794)
Armada Acquisition Corp I [Member] \| Common Stock [Member]
Allocation of net (loss) income	$ (1,140,024)	$ (285,914)		$ (346,585)	$ (11,538)		$ (539,730)	$ 193,497	$ (1,625,155)	$ 8,004		$ (140,949)		$ (998,785)
Basic Weighted-average shares outstanding	5,709,500	5,709,500		5,709,500	5,709,500		5,709,500	5,709,500	5,709,500	5,709,500		5,709,500		5,709,500
Diluted Weighted-average shares outstanding	5,709,500	5,709,500		5,709,500	5,709,500		5,709,500	5,709,500	5,709,500	5,709,500		5,709,500		5,709,500
Basic net (loss) income per share	$ (0.2)	$ (0.05)		$ (0.06)	$ (0)		$ (0.09)	$ 0.03	$ (0.28)	$ 0		$ (0.02)		$ (0.17)
Diluted net (loss) income per share	$ (0.2)	$ (0.05)		$ (0.06)	$ (0)		$ (0.09)	$ 0.03	$ (0.28)	$ 0		$ (0.02)		$ (0.17)
Armada Acquisition Corp I [Member] \| Redeemable Common Stock [Member]
Allocation of net (loss) income	$ (283,071)	$ (94,932)	$ (105,483)	$ (212,999)	$ (15,605)	$ 439,673	$ (201,430)	$ 386,387	$ (539,100)	$ 12,296		$ (179,201)		$ (2,624,009)
Basic Weighted-average shares outstanding	1,417,687	1,895,714	2,363,349	3,508,852	7,722,273	15,000,000	2,130,809	11,401,124	1,893,969	8,770,367		7,259,013		15,000,000
Diluted Weighted-average shares outstanding	1,417,687	1,895,714	2,363,349	3,508,852	7,722,273	15,000,000	2,130,809	11,401,124	1,893,969	8,770,367		7,259,013		15,000,000
Basic net (loss) income per share	$ (0.2)	$ (0.05)	$ (0.04)	$ (0.06)	$ (0)	$ 0.03	$ (0.09)	$ 0.03	$ (0.28)	$ 0		$ (0.02)		$ (0.17)
Diluted net (loss) income per share	$ (0.2)	$ (0.05)	$ (0.04)	$ (0.06)	$ (0)	$ 0.03	$ (0.09)	$ 0.03	$ (0.28)	$ 0		$ (0.02)		$ (0.17)
Armada Acquisition Corp I [Member] \| Non-Redeemable Common Stock [Member]
Allocation of net (loss) income			$ (254,831)			$ 167,354
Basic Weighted-average shares outstanding			5,709,500			5,709,500
Diluted Weighted-average shares outstanding			5,709,500			5,709,500
Basic net (loss) income per share			$ (0.04)			$ 0.03
Diluted net (loss) income per share			$ (0.04)			$ 0.03

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
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Goodwill and Intangible Assets Disclosure [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Vendors Representing More Than 10% of Accounts Payable (Details) - Accounts Payable [Member] - Supplier Concentration Risk [Member]	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
KPMG LLP [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	10.00%	14.00%
Taylor Wessing LLP [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	13.00%	17.00%
Wilson Sonsini Goodrich & Rosati [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	14.00%	15.00%
SThree Partnership LLP [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage		13.00%

Subsequent Events	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
Subsequent Events	Dec. 31, 2023	Mar. 31, 2024	Jun. 30, 2024	Dec. 31, 2023	Sep. 30, 2023
Subsequent Event [Line Items]
Subsequent Events				17. Subsequent events For financial statements as of December 31, 2023, we have evaluated subsequent events through April 28, 2024, which is the date such financial statements are available to be issued. Igor Loan amendment In March 2023, the Company obtained two unsecured convertible loans from a related party (Igor Lychagov) consisting of $2,000,000 and €2,000,000. Each loan bears a borrowing fee of $660,000 and €660,000, respectively, which has been recorded in interest expense in the year ended December 31, 2023. The loans were due to mature on July 31, 2023 or at the option of the investor, can be converted into ordinary shares of the Company including the accrued borrowing fees at a conversion rate of 0.50 to the Company’s share price at listing after completing any reorganization. The loans were not repaid by the maturity date at which until further terms and conditions are negotiated such as extended repayment terms or conversion into ordinary shares of the Company, the Company was in default of the two unsecured convertible loans and the loans remained repayable on demand at December 31, 2023. On January 26, 2024, the two unsecured convertible loans were added to the Company’s senior secured convertible notes (note 7.3). The loan principal and accrued borrowing fees were rounded to a sum of $8,000,000. The key terms of the loan amendment include that of the senior secured convertible notes, as noted below: • The maturity date was extended to three years from the date of an IPO or Business Combination, or December 31, 2024 if an IPO or Business Combination with a publicly listed company has not yet occurred by December 31, 2024. • The interest rate was reduced to 7.5% per annum from the date that the amendment was executed. • Conversion into ordinary shares of the Company is at the option of the investor from any date of an IPO or Business Combination with a publicly listed company. • The conversion price has been amended to seventy per cent of the lesser of 1) the price per share implied in connection with an IPO or Business Combination with a publicly listed company and 2) the annual volume-weighted average share price of the Company on the last calendar day of each calendar year ending after the date of an IPO or Business Combination with a publicly listed company and prior to the maturity date. As a result of the loan amendment and addition to the Company’s senior secured convertible notes, the default was remediated. Yorkville Standby Equity Purchase Agreement (“SEPA”) On 2nd February 2024, the Company obtained an unsecured loan of $2,000,000 from YA II PN, LTD (“Yorkville”) with principal amount of $2,500,000. The Yorkville Note was issued at a 20% discount to the principal amount, and has a maturity date falling 6 months from the date of issue (unless extended by Yorkville) subject to acceleration upon the occurrence of an event of default. The interest rate was agreed at 10.0% per annum from the date the agreement was executed. Interest increases to 18% upon the occurrence of an event of default. Whilst the Yorkville Note is not directly secured, Yorkville is entitled to share recoveries enforced under various debentures granted by Rezolve pursuant to an intercreditor agreement with Apeiron Investment Group Ltd. Further. The Yorkville Note is convertible into ordinary shares in Rezolve AI Limited upon public listing (or if an event of default occurs or the note reaches maturity). Conversion is at the option of the noteholder at a conversion price calculated by reference to the lower of (i) a fixed price of $10 per share or (ii) a variable price based on 90% of the lowest daily VWAP during 10 consecutive trading days immediately prior to conversion provided that such variable price shall not be lower than the floor price of $2 per share.
Armada Acquisition Corp I [Member]
Subsequent Event [Line Items]
Subsequent Events	Note 7— Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in these financial statements. On January 16, 2024, the Company borrowed an additional $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to February 17, 2024. The funds made available by the Sponsor to the Company under the Extension Note were attributable to a draw down under the Subscription Agreement with Polar described in Note 4 above. On January 16, 2024, the Company borrowed $39,100 from the Sponsor to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. This promissory note was funded by the Sponsor pursuant to a draw down under the Subscription Agreement with Polar (as described in Note 4 above). On February 2, 2024, Armada, Rezolve, Rezolve AI and YA amended and restated the Purchase Agreement, (the “Amended and Restated Purchase Agreement”) to, among other things, incorporate a prepaid advance arrangement, whereby YA committed to provide Rezolve with a prepaid advance in an original principal amount of $2,500,000 (the “Prepaid Advance”). Upon execution of the Amended and Restated Purchase Agreement, $2,000,000 of the Prepaid Advance was funded to Rezolve. On February 15, 2024 the Company held a special meeting of its stockholders to approve an amendment to its Charter (the “Charter Amendment”) to extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination from February 17, 2024 (the “Termination Date”) to March 17, 2024 (the “Charter Extension Date”) and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis up to five times by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until August 17, 2024, or a total of up to six months after the Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Third Extension Amendment Proposal”). The stockholders of the Company approved the Third Extension Amendment Proposal at the special meeting and on February 15, 2024 the Company filed the Charter Amendment with the Delaware Secretary of State. In connection with the vote to approve the Charter Amendment, the holders of 945,662 shares of Common Stock of the Company exercised their right to redeem their shares for cash at a redemption price of approximately $10.98 per share, for an aggregate redemption amount of $10,384,496. In connection with the approval of the Third Extension Amendment Proposal, the Company issued an unsecured promissory note in the principal amount of up to $297,714 (the “Second Extension Note”) to the Sponsor. The Second Extension Note does not bear interest and matures upon closing of the Business Combination. In the event that the Company does not consummate a Business Combination, the Second Extension Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The proceeds of the Second Extension Note will be deposited in the Trust Account in connection with the Charter Amendment as follows: $49,619 to be deposited into the Trust Account within three business days following February 17, 2024, and up to $248,095 in five equal installments to be deposited into the Trust Account for each of the five one-month extensions. On February 16, 2024, the Company borrowed $49,619 under the Second Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to March 17, 2024. The funds made available by the Sponsor to the Company under the Extension Note were attributable to a draw down under the Subscription Agreement with Polar described in Note 4 above. On February 16, 2024, the Company borrowed $60,381 from the Sponsor to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. This promissory note was funded by the Sponsor pursuant to a draw down under the Subscription Agreement with Polar described in Note 4 above.	Note 8— Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in these condensed financial statements. On April 16, 2024, the Company borrowed $49,619 under the Second Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to May 17, 2024. On April 16, 2024 the Company issued a promissory note to the Sponsor for the aggregate amount of $53,388 to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time. On April 18, 2024, the Company entered into a subscription agreement with an entity related to the Sponsor pursuant to which (i) the entity funded $33,008 to the Sponsor which is to be returned to the entity by the Sponsor promptly following the closing of the initial business combination and (ii) as an inducement for the investment, the Sponsor allocated 33,000 Founder Shares to the entity. The funds received from the entity were loaned by the Sponsor to the Company. On April 22, 2024 the Company issued a promissory note to the Sponsor for the aggregate amount of $40,939 to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time. On April 25, 2024 the Company issued a promissory note to the Sponsor for the aggregate amount of $19,054 to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time.	Note 8— Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in these condensed financial statements. In connection with the Business Combination Agreement, on July 4, 2024, Rezolve effected a pre-Closing demerger (the “Pre-Closing Demerger”) pursuant to UK legislation under which (x) part of Rezolve’s business and assets (being all of its business and assets except for certain shares in Rezolve Information Technology (Shanghai) Co Ltd and its wholly owned subsidiary Nine Stone (Shanghai) Ltd and Rezolve Information Technology (Shanghai) Co Ltd Beijing Branch) were transferred to Rezolve AI in exchange for the issue by Rezolve AI of shares of the same classes as in Rezolve Limited for distribution among the original shareholders of Rezolve in proportion to their holdings of shares of each class in Rezolve as at immediately prior to the Pre-Closing Demerger, (y) Rezolve AI assumed the secured convertible notes issued by Rezolve and (z) Rezolve was placed into a members’ voluntary liquidation. On July 5, 2024, the Company issued a promissory note to the Sponsor for the aggregate amount of $5,150 to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time. On July 17, 2024, the Company borrowed $49,619 under the Second Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to August 17, 2024. On July 17, 2024, the Company issued a promissory note to the Sponsor for the aggregate amount of $381 to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time. On August 1, 2024, the Company held a special meeting of stockholders (the “Special Meeting”) virtually to approve, among other things, the Company’s initial business combination, as more fully described in the Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on July 10, 2024. In connection with the Special Meeting, Public Stockholders holding 1,300,391 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $14,803,608 (approximately $11.38 per share) was removed from the Trust Account to pay such holders. At the Special Meeting, the stockholders also approved a proposal to amend the Company’s second amended and restated certificate of incorporation to eliminate the limitation that the Company may not consummate a business combination to the extent the Company would have net tangible assets of less than $5,000,001, which amendment will be effective immediately prior to or upon consummation of a business combination in order to allow the Company to consummate the Business Combination irrespective of whether the Company would exceed such limitation. On August 15, 2024, subsequent to the fiscal quarter ended June 30, 2024, the fiscal quarter to which this Quarterly Report on Form 10-Q relates, the Company consummated the previously announced business combination pursuant to the Business Combination Agreement, by and among the Company, Rezolve, Rezolve AI and the other parties thereto. Upon consummation of the Business Combination, on August 15, 2024, (i) Rezolve AI effected a re-classification of its share capital whereby Rezolve AI series A shares were reclassified as ordinary shares of same class as existing ordinary shares on issue in Rezolve AI, with nominal value £0.0001 per share (the “Rezolve Ordinary Shares”), and (ii) the Company merged with and into Rezolve Merger Sub, with the Company surviving as a wholly owned subsidiary of Rezolve AI, with shareholders of the Company received Rezolve Ordinary Shares in exchange for their existing common stock of the Company and the Company warrant holders having their warrants automatically exchanged for warrants of Rezolve. In contemplation of closing of the Business combination the Company has entered into the following agreements with their vendors which were not paid in cash at the closing of the Business Combination: On July 30, 2024 the Company issued a promissory note to Northland Securities, Inc. (“Northland”) for an amount of $5,141,250 and agreed to pay interest on the principal amount outstanding from time to time from July 30, 2024 until the note is fully paid, at the rate of 10% per annum, compounded annually. The timing and repayment amounts under the note will depend on the amounts of financing raised by the Company and its direct and indirect parent companies after completion of the Business Combination. If more than (a) $25,000,000 in proceeds is raised while the note is outstanding, 50% of the outstanding principal and all accrued and unpaid interest on the note shall become immediately due and payable and (b) if more than $50,000,000 in gross proceeds is raised, all of the outstanding principal and all accrued and unpaid interest shall become immediately due and payable. In the event that the Company and its direct and indirect parent companies after completion of the Business Combination have less than $20,000,000 in cash, cash equivalents and marketable securities as of December 31, 2024, the Company may, at its option, on or before March 31, 2025, convert all but $1,135,000 into shares of the Company’s common stock at a price of $10.00 per share. In the event the Company and its direct and indirect parent companies after completion of the Business Combination have $20,000,000 or more in cash, cash equivalents and marketable securities as of any time on or prior to December 31, 2025, Northland may, at its option on or prior to June 30, 2026, sell any or all of the shares of the Company’s common stock received pursuant to the prior sentence to the Company at a price of $10.00 per share. The note was entered into in full satisfaction of the cash payments otherwise due to Northland by the Company at the time of closing and which are described above. All of the Company’s obligations under the Note were guaranteed by Rezolve and Rezolve AI. On August 14, 2024 the Company issued a promissory note to J.B.V. Financial Group, LLC (“JBV”) ) for an amount of $7,500,000 and agreed to pay interest on the principal amount outstanding from time to time from August 14, 2024 until the note is fully paid, at the rate of 4.95% per annum. The note is to be repaid in installments of $625,000 (“Amortization Payment”) beginning on January 31, 2025, and on each month end thereafter until December 31, 2025. The Company may, in its sole discretion, elect to pay all or any portion of the Amortization Payment or any interest due and payable on the maturity date in ordinary shares of Rezolve AI, with the number of such shares determined by dividing the Amortization Payment by a price per ordinary share equal to 95% of the arithmetic average of the daily VWAP for the 5 days ending on the day immediately preceding the due date of the Amortization Payment. The note was entered into in full satisfaction of the cash payments otherwise due to JBV by the Company at the time of closing and which are described above. All of the Company’s obligations under the Note were guaranteed by Rezolve and Rezolve AI. On August 14, 2024 Rezolve AI issued a promissory note to pay to Cohen & Company Financial Management LLC (the “Agent”) as an agent for the Sponsor, in the principal sum of $3,144,883.06 (the “Original Amount”), with the Original Amount, the accrued interest thereon and other amounts due and payable (unless prepaid earlier or converted into shares of common stock) on August 14, 2027 (the “Maturity Date’). The note bears interest at 4.95% per annum. Starting from January 31, 2025, upon Agent’s request, Rezolve AI shall pay the Agent the principal amount plus all of the accrued interest in increments of 1/18 of the outstanding principal amount (the “Amortization Payment”) on a date determined by Agent (a “Payment Date”) until the Original Amount has been paid in full prior to or on the Maturity Date or, if earlier, upon acceleration, of prepayment of the note in accordance with the terms of the note. At the option of the Company, the Amortization Payments shall be made in cash or in shares of common stock of Rezolve AI, based on the price described in the promissory note. From and after January 15, 2025, Agent shall have the right, at Agent’s sole option, on any business day, to convert at the conversion price described in the note all or any portion of the outstanding principal amount of the note up to an amount described in the note. The convertible note was entered into in exchange for the Sponsor’s interest in and extinguishment of its interest in the existing loans from the Sponsor to the Company exclusive of the funding by Polar under the subscription agreement which is described above. The funding by Polar was repaid by the Company to Polar at the time of closing as required by the subscription agreement with Polar.		Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in these financial statements. On October 10, 2023, the Company issued a promissory note to the Sponsor for the aggregate amount of $59,099 to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time. The amount of the promissory note was fully drawn and outstanding as of the date of this report. On October 11, 2023, the Company borrowed $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to November 17, 2023. On November 9, 2023, the Company borrowed $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to December 17, 2023. On November 20, 2023, the Company issued a promissory note to the Sponsor for the aggregate amount of $12,510 to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time. The amount of the promissory note was fully drawn and outstanding as of the date of this report.

Basis of Presentation and Summary of Significant Accounting Policies - Summary of List of Subsidiaries (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Equity Method Investments [Line Items]
Date of incorporation	Jan. 05, 2023
Rezolve AI [Member] \| Subsidiaries [Member] \| Rezolve Mobile Commerce Inc. [Member]
Schedule of Equity Method Investments [Line Items]
Date of incorporation	Apr. 20, 2016	Apr. 20, 2016
Country of incorporation	United States ofAmerica	United States ofAmerica
Group shareholding	100.00%	100.00%
Rezolve AI [Member] \| Subsidiaries [Member] \| Rezolve Technology S.L. [Member]
Schedule of Equity Method Investments [Line Items]
Date of incorporation	Aug. 25, 2020	Aug. 25, 2020
Country of incorporation	Spain	Spain
Group shareholding	100.00%	100.00%
Rezolve AI [Member] \| Subsidiaries [Member] \| Rezolve Taiwan Limited [Member]
Schedule of Equity Method Investments [Line Items]
Date of incorporation	Nov. 09, 2000	Nov. 09, 2000
Country of incorporation	Taiwan	Taiwan
Group shareholding	100.00%	100.00%
Rezolve AI [Member] \| Subsidiaries [Member] \| Rezolve Technology (India) Private Limited [Member]
Schedule of Equity Method Investments [Line Items]
Date of incorporation	Mar. 19, 2021	Mar. 19, 2021
Country of incorporation	India	India
Group shareholding	100.00%	100.00%

Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of intangible assets


	December 31, 2023			December 31, 2022
	(as restated)			(as restated)
Software	$	1,009,272		$	989,400
In development intangible asset		1,862,465			—
		2,871,737			989,400
Less—Accumulated amortization		(736,834	)		(538,954	)
Intangible assets, net	$	2,134,903		$	450,446

Schedule of amortization expence over the remaining intangible

As of December 31, 2023, expected amortization expense over the remaining intangible asset lives is as follows:


2024	$	183,578
2025		445,453
2026		376,468
2027		376,468
2028		376,468
Thereafter		376,468
	$	2,134,903

Basis of Presentation and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of presentation and summary of significant accounting policies

2.1.

Basis of presentation

The Carve-out Consolidated Financial Statements of Rezolve AI Limited and subsidiaries (together “the Company” or “we”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The carve-out consolidated financial statements have been prepared using the United Stated Dollar (“$” or “US dollar”) as the reporting currency.

The accompanying Carve-out Consolidated Financial Statements include the financial statements of Rezolve AI Limited, Rezolve Limited, its consolidated subsidiaries and any variable interest entity (“VIE”) in which we are the primary beneficiary, with the exception of the subsidiaries Rezolve Information Technology (Shanghai) Co., Ltd. (“Rezolve China”) and Rezolve China’s subsidiary Nine Stone (Shanghai) Ltd (“Nine Stone”)(collectively “the China Business”).

On January 3, 2023, the Company’s directors approved a plan to abandon its operations in China completely. Subsequently, on January 5, 2023, the Company’s directors approved an application to the United Kingdom (the “UK”) tax authorities requesting tax clearance for a solvent demerger (the “Demerger”) of the Company under section 110 of the UK Insolvency Act, 1986 which clearance was subsequently granted. Our board of directors decision to abandon operations in China completely and approve the Pre-Closing Demerger was based, in part, on our inability to complete an audit as a result of not having access to certain information from our local third-party company.

The Demerger involves establishing a new holding company, Rezolve AI Limited (“Rezolve AI”), which will acquire specified assets of Rezolve Limited and issue shares for distribution to the existing shareholders in Rezolve Limited in a tax-efficient manner. Assets relevant to the simplified structure in the Company will be segregated and transferred to Rezolve AI. The assets related to the Chinese business which include Rezolve Information Technology (Shanghai) Co. Ltd and its wholly owned subsidiary Nine Stone (Shanghai) Ltd will not be transferred to Rezolve AI. Rezolve AI will end up with the same business as the existing Rezolve Limited but without the Chinese business. If a contract is not assignable it will have to be novated from Rezolve Limited to Rezolve AI. It is anticipated that the Demerger will be completed before the completion of the business combination with Armada, which will be effected with Rezolve AI instead of Rezolve Limited. The listed company will consist of Rezolve AI and its subsidiaries, which will legally not include Rezolve Shanghai directly or indirectly.

These Carve-out Consolidated Financial Statements have been prepared on the basis that the Demerger was completed retrospectively on December 31, 2021, and thus reflects the predecessor company prior to completion of the Demerger. They are prepared on a carve-out basis. All costs of doing business in Rezolve Limited have been reflected in Rezolve AI Limited on a 100% allocation basis since management feels that this fully reflects the Carve-out Consolidated Financial Statements had the Demerger completed on December 31, 2021. Investments made in the China Business by Rezolve Limited in the People’s Republic of China (“China”) for the years ending December 31, 2023 and 2022 have been recorded as “Business development expenses”, a component of General and Administrative expenses within the Company’s

Consolidated Statement of Operations in accordance with Staff Accounting Bulletin Topic 1-B1, Costs Reflected in Historical Financial Statements (“SAB 1-B1”). Management asserts that this method used is reasonable.

2.2.

Basis of consolidation

We consolidate investments in companies in which we control directly or indirectly through the control of more than 50% of the voting rights. We also consolidate entities in which we hold a variable interest where we are the primary beneficiary of the entity. A variable interest entity “VIE” is defined as a legal entity where either (a) the total equity at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) equity interest holders as a group lack either (i) the power

to direct the activities of the entity that most significantly impact on its economic performance, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the voting rights of some investors in the entity are not proportional to their economic interests and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest. We are the primary beneficiary of a VIE when we have both (1) the power to direct the activities of the entity Ih most significantly impact on the entity’s economic performance, and (2) the right to receive benefits or the obligation to absorb losses from the entity which could potentially be significant to the entity.

All intercompany balances and transactions have been eliminated.

A list of subsidiaries and Rezolve Limited’s holding as of December 31, 2023 and 2022 is as follows:


Name of the entity	Date of incorporation	Country of incorporation	Group shareholding (%)
Rezolve Mobile Commerce Inc.	April 20, 2016	United States of America		100	%
Rezolve Technology S.L.	August 25, 2020	Spain		100	%
Rezolve Taiwan Limited	November 9, 2000	Taiwan		100	%
Rezolve Technology (India) Private Limited	March 19, 2021	India		100	%

The carve-out consolidated financial statements have been prepared using the United Stated Dollar ($) as its reporting currency.

2.3.

Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable, provided that early adoption is permitted by the new or revised accounting standard. The Company has elected to not opt out of such extended transition period, which means that the Company, as an emerging growth company, can adopt new or revised standard at the same time as private companies. While the Company may early adopt the new or revised standard if the standard permits, it is able to avail itself of any additional transition time which is granted to private companies. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

2.4.

Liquidity

Pursuant to ASC 205-40, Presentation of Financial Statements—Going Concern (“ASC 205-40”), management must evaluate whether there are conditions and events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that these Carve-out Consolidated Financial Statements are issued. In accordance with ASC 205-40, management’s analysis can only include the potential mitigating impact of management’s plans that have not been fully implemented as of the issuance date if (a) it is probable that management’s plans will be effectively implemented on a timely basis, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern.

As of December 31, 2023, the Company had an accumulated deficit of $226.3 million. For the year ended December 31, 2023, the Company incurred a net loss of $30.7 million and net cash used in operating activities was $13.0 million. Cash and cash equivalents totaled $0.01 million as of December 31, 2023, a decrease of $0.03 million from December 31, 2022. The Company has a working capital deficit of $57.3 million as at December 31, 2023. The Company continues to incur losses while it develops technological services, targets customers and incurs costs for an initial public offering or business combination. Our sources of cash for these activities rely on debt and equity funding. The ability to raise funding has proven challenging in the years ending December 31, 2023 and 2022. Interest rates have risen and the ability to raise funding has been constrained. These conditions raise substantial doubt about the entity’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.

As a result of our losses and our projected cash needs combined with our current liquidity level, the Company’s ability to continue as a going concern is contingent upon successful execution of management’s intended plan over the next twelve months to improve the Company’s liquidity and profitability, which includes, without limitation:

•

Seeking additional capital through the issuance of debt or equity securities.

•

Generating revenue by execution of successful trials and long-term partner arrangements.

•

The ability to generate revenue from our technology

•

Reducing expenses by taking restructuring actions and reducing the number of employees and consultants.

•

Controlling expenses and limiting capital expenditures.

Assumptions underlying the Company’s business plan are highly sensitive to the signing of revenue generating contracts, the successful outcome of trials for our services and the ability to control expenses.

Furthermore, the review of the strategic plan and budget, including expected developments in liquidity and capital from definitive agreements entered into (Notes 7.3 and 19), were considered. Consequently, it has been concluded that adequate resources and liquidity to meet the cash flow requirements for the next twelve months are present, and it is reasonable to apply the going concern basis as the underlying assumption for the carve-out consolidated financial statements. The Company’s plan includes the items noted above as well as securing external financing which may include raising debt or equity capital. These plans are not entirely within the Company’s control including our ability to raise sufficient capital on favorable terms.

2.5.

Use of estimates

The preparation of consolidated financial statements in conformity with US GAAP requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and to disclose contingent assets and liabilities at the date of financial statements and the results of operations during the reporting period. Estimates and assumptions are used in accounting for, among other things, the valuation of acquisition-related assets and liabilities, deferred income taxes and related valuation allowances, fair value measurements, useful lives of long-lived assets, and share-based compensation. Management believes that the estimates used in the preparation of the consolidated financial statements are prudent and reasonable. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from estimates

2.6.

Foreign currency translation and transactions

The functional currency of the Company is the US dollar, being the currency in which the Company predominantly generates cash through financing transactions and expends cash in Rezolve Limited. The subsidiaries have different functional currencies such as the Euro, Indian Rupee and New Taiwan Dollar which have been determined on the basis of the primary economic environment in which each entity of the Company operates. Management believes that each individual entity’s functional currency reflects the transactions, events and conditions under which the entity conducts its business.

Transactions denominated in currencies other than our or our subsidiaries’ functional currencies are recorded based on exchange rates at the time such transactions arise. Assets and liabilities denominated in currencies other than the functional currency are remeasured using the current exchange rate for monetary accounts and historical exchange rates for nonmonetary accounts, with exchange differences on remeasurement included in other income (expense), net in our consolidated statements of operations. Foreign subsidiaries that utilize foreign currency as their functional currency translate such currency into U.S. dollars using (i) the exchange rate on the balance sheet dates for assets and liabilities, (ii) the average exchange rates prevailing during the period for revenues and expenses, and (iii) historical exchange rates for equity. Any translation adjustments resulting from this process are shown separately as a component of accumulated other comprehensive income (loss) within shareholder’s deficit in the consolidated balance sheets and statement of comprehensive income (loss).

With the exception of certain material transactions, the cash flows from our operations in foreign countries are translated at the average rate for the applicable period in our consolidated statements of cash flows. The impacts of material transactions generally are recorded at the applicable spot rates in our consolidated statements of operations and cash flows. The effects of exchange rates on cash balances held in foreign currencies are separately reported in our consolidated statements of cash flows.

2.7.

Cash

Cash comprises cash on hand and in current accounts which are readily available. Our cash is held in creditworthy financial institutions and is insured up to GBP 85,000 in accordance with the regulations of the United Kingdom’s Financial Conduct Authority. The Company has not experienced any losses associated with cash held with financial institutions.

2.8.

Accounts receivable, net

The Company has adopted ASC 326 “Financial Instruments—Credit Losses” as of January 31, 2023 (refer to note 3.) Account receivable consists primarily of amounts related to fees charged to customers. Credit is extended based on evaluation of a customer’s financial condition and generally collateral is not required. Accounts receivable is stated at amounts due from customers net of allowance for doubtfull accounts. The allowance for doubtful accounts is based upon our current estimate of lifetime expected credit losses related to uncollectible accounts receivable. The Company evaluates the need for an allowance for doubtful accounts based on historical collection trends, prevailing and anticipated macroeconomic conditions and specific customer credit risk. Accounts receivable in the accompanying consolidated financial statements does not have any allowances created for doubtful accounts.

2.9.

Property and equipment

Property and equipment are stated at cost of acquisition less accumulated depreciation and accumulated impairment provisions, however, there have been no indicators identified during the reporting periods.

An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the net carrying amount of the asset) is included in the consolidated statement of comprehensive operations, in the year the asset is derecognized.

Depreciation on property and equipment is charged to expense on a systematic basis over the useful life of assets as estimated by the management. Depreciation is computed using the straight-line method. The useful lives estimated by the management are as follows:


Assets		Useful life
Computers		3 years
Office equipment		3 years

Repairs and maintenance of property and equipment are expensed as incurred; enhancements and improvements that extend the life of property and equipment are capitalized into their cost.

2.10.

Intangible assets

Intangible assets consist of computer software, customer lists and goodwill.

Computer software

Computer software acquired separately is measured on initial recognition at cost. Following initial recognition, such assets are carried at cost less any accumulated amortization and any accumulated impairment losses, however, there have been no indicators of impairment identified during the years ended 2023 and 2022.

Computer software assets are amortized over their useful economic life less their estimated residual value and assessed for impairment whenever there is an indication that the intangible asset may be impaired. Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the net carrying amount of the asset and are recognized in profit or loss in the consolidated statement of operations when the asset is derecognized.

The initial useful lives of computer software assets as estimated by management are summarized as follows:


Assets		Useful life
Software		5 years

Internal-use software

We capitalize internal and external costs directly associated with the development of internal-use software. Maintenance and training costs, as well as costs incurred during the preliminary stage of an internal-use software development project, are expensed as incurred.

2.11.

Impairment of assets

The Company reviews assets, including the property and equipment and intangibles, for impairment when an event or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from use of the asset and its eventual disposition are less than the carrying amount. Impairment loss, if any, is measured as the difference between the fair value of an asset, as measured by discounted cash flows and the asset’s carrying value. Management identified indicators of impairment in its Taiwanese subsidiary during the year-ended December 31, 2022, and as a result impairment charges for accounts receivable of $334,952, other current assets of $731,940 were recognized in the Company’s Carve-out Consolidated Statement of Operations.

The Company reviews goodwill for impairment annually in its fourth quarter by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment.

The Company identified indicators of impairment in Taiwan which led to the recognition of a goodwill impairment loss of $44,438 in the Company’s Carve-out Consolidated Statement of Operations for the year-ended December 31, 2022.

There were no other indicators of impairment for any of the long-lived assets as of December 31, 2023 and December 31, 2022 and the years then ended.

2.12.

Convertible Debt

The Company early adopted ASU 2020-06 retrospectively within these consolidated financial statements in the year prior to those years. Had we adopted ASU 2020-06 on January 1, 2021 under the modified retrospective method, such adoption would had not have had a material impact on our carve-out consolidated financial statements.

The Company’s senior secured notes issued in December 2021 and unsecured convertible loans from a related party are accounted for as single liability instruments measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives.

2.13.

Deferred financing costs

Deferred financing costs include debt discounts and debt issuance costs related to a recognized debt liability and are presented in the balance sheet as a direct reduction from the carrying value of the debt liability. Amortization of deferred financing costs are included as a component of interest expense. Deferred financing costs are amortized using the effective interest method.

2.14.

Revenue recognition

Under ASC 606, the Company determines revenue recognition through the following steps:

•

Identifying the contract, or contracts, with the customer;

•

Identifying the performance obligations in the contract;

•

Determining the transaction price;

•

Allocating the transaction price to performance obligations in the contract; and

•

Recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised goods or services.

Ticketing Commissions (Spain)

The Company’s single source of revenue is for the commission from sales of football tickets for La Liga in Spain through our platform technology. La Liga pays a commission for each football ticket sold through our platform technology.

Revenue is recognized in accordance with ASC 606 “Revenue from Contracts with Customers” at the point in time when a football ticket is sold on our platform technology.

2.15.

Cost of revenue

Cost of revenues consists of expenses incurred directly in relation to the earning of revenues such as partner’s fees and inventory plus the impairment of current assets (see note 2.11).

2.16.

Operating segments

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Group’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The Company has determined that it operates as one operating segment.

2.17.

Research and development credits

Credits for research and development activities relate to government incentives on qualifying research and development expenditures in the United Kingdom. These refundable credits are recognized within other non-operating income when they are filed with the government authorities and there is no uncertainty on the realization of the credits until they are refundable.

2.18.

Share-based compensation

The Company measures the cost of share-based awards granted to employees, non-employees and directors based on the grant-date fair value of the awards. The grant-date fair value of the share options is calculated using a Black-Scholes Merton option pricing model. The value of the portion of the award, after considering potential forfeitures, that is ultimately expected to vest is recognized as expense in our statements of operations on a over the requisite service periods. The Company elected to recognize the effect of forfeitures in the period that they occur.

2.19.

Shareholders’ deficit and reserves

Authorized and Outstanding Shares

The Company has three classes of issued shares, ordinary shares, deferred shares and series A preferred. Each series A preferred and ordinary shareholder are entitled to one vote per share. Holders of deferred shares are not entitled to any votes. Holders of ordinary shares are entitled to receive dividends out of any asset legally available for payment of dividends only when such dividends are declared by the Board of Directors and approved by the majority of the shareholders. As of December 31, 2023, and 2022, the Company’s Board of Directors had not declared any dividends for ordinary shares.

As of December 31, 2023 the Company had authorized 1,019,324,741shares consisting of 991,285,224 shares ordinary shares and 28,039,517 Series A shares. During 2022, the Company increased its authorized shares by 35,987,277 ordinary shares at a par value £0.0001.

As of December 31, 2023 and 2022, there were 932,969,424 and 927,806,159 common shares, and 28,039,517 Series A shares outstanding, respectively.

In in the carve-out consolidated financial statements, the following employee shares are outstanding due to an unofficial and unapproved equity incentive plan. These shares par value of £0.0001 per share remain unpaid by the employees.


	Employee Shares at Par Value		Employee Shares Requiring Additional Paid in Capital
Exercise price	£0.0001		£0.016		($)
Balance as on January 1, 2022		58,315,800		10,700,000		215,448
Issued during the year December 31, 2022		—		—		—
Forfeited during the year December 31, 2022		—		—		—
As at December 31, 2022		58,315,800		10,700,000		215,448
Issued during the year December 31, 2023		—		—		—
Forfeited during the year December 31, 2023		—		—		—
As at December 31, 2023		58,315,800		10,700,000		215,448

These employee shares have significant restrictions including management’s and or the board’s rights to cancel the shares any time, restrictions on right to transfer, to vote and cumulative dividends. There are no vesting conditions including service conditions in relation to the shares issued. Considering the restrictions imposed on these shares, these shares are considered to be ungranted to the employees. The amount receivable for these employee shares and such employee shares issued have been adjusted from the share subscription receivable and number of ordinary shares, respectively in the Company’s carve-out consolidated statement of changes in shareholder’s deficit.

Management expect to amend the articles of incorporation of the Company to remove these restrictions prior to the completion of the Demerger. After removal of such restrictions it is expected that the employee shares will trigger a “grant date” as defined in ASC 718 and be fully vested. If such restrictions had been removed as at December 31, 2023, the Company estimates the total share-based payment expense to have been recognized immediately for the grant of 58,315,800 employee shares to be $36,738,954. This estimate uses a fair value per employee share of $.63 based on a recent funding of the Company at $.63 per Ordinary share and an exercise price of £0.0001 for each employee share.

Accumulated deficit includes current and prior period losses. Accumulated other comprehensive losses primarily consists of foreign currency translation reserves. Additional paid in capital primarily consists of additional subscription consideration received over and above the par value of the shares as well as the fair value of share-based payments.

2.20.

Restatement of error in previously filed consolidated combined carve-out financial statements:

In the initial and four amended filings of the Company’s F-4 registration statement in connection with the proposed business combination with that of Armada Acquisition Corp I (“Armada”, note 7.3), the Company consolidated ANY Lifestyle Management GmbH (“ANY”, Note 14) as a VIE with Rezolve as the primary beneficiary as of August 30, 2021 in its consolidated combined carve-out financial statements.

On August 30th, 2021, the Company executed a binding term sheet to acquire ANY from the Radio Group GmbH. In accordance with the binding term sheet, the Company issued 14,427,185 ordinary shares valued at $1.03 per share. The ordinary shares were issued on February 11th , 2022 at which point all of the outstanding shares of ANY were transferred from the Radio Group to the Company. On December 28, 2022 the legal ownership of ANY reverted back to the sellers of ANY, the consideration shares were reverted back to Rezolve. On April 13th, 2024, the board of directors of the Company approved a decision to abandon its plans to complete the acquisition of ANY. The Radio Group was notified immediately upon the board’s decision. The Company has no plans to pursue acquiring ANY at a later date.

The Company reassessed the legal rights under the binding term sheet to acquire ANY in early 2024 and concluded that the Company is not the primary beneficiary, and does not have the power to direct the activities of ANY

The Company has therefore restated its consolidated combined carve-out financial statements for the year ending December 31, 2022 by restating the comparative financial statements for the year ended December 31, 2023 submitted with its fifth amended F-4 registration statement by not consolidating ANY.

The following presents a reconciliation of the impacted financial statement line items as filed to the restated amounts as of December 31, 2022 and for the year then ended. The previously reported amounts reflect those included in the initial and four amended registration statements as of and for the years ended December 31, 2022 filed with the SEC on June 16, 2023, August 10, 2023, September 25, 2023, December 12, 2023 and January 19, 2024. These amounts are labeled as “As Filed” in the tables below. The amounts labeled “Restatement Adjustments” represent the effects of this restatement due to the change in judgement associated with the Company as ANY’s primary beneficiary. The impact of correcting this material error was an increase in net loss of $6.6 million, a decrease in total assets of $7.7 million and total liabilities and shareholders equity of $7.7 million.

The investment in ANY of $14,600,000 plus loans to ANY of $222,022 was impaired as the Company abandoned its plans to complete the acquisition of ANY.


Carve-out consolidated balance sheet	As filed			Restatement adjustments			December 31, 2022 (as restated)
Assets
Current assets
Cash		41,709			(2,329	)		39,380
Accounts receivable		74,748			(65,893	)		8,855
Receivables from related party		607,726			(607,726	)
Prepayments and other current assets		1,202,572			(163,312	)		1,039,260
Total current assets		1,926,755			(839,260	)		1,087,495
Non-current assets
Property and equipment, net		139,560			(28,562	)		110,998
Goodwill		1,061,763			(1,061,763	)		—
Intangible assets		6,237,443			(5,786,997	)		450,446
Total non-current assets		7,738,766			(6,877,322	)		561,444
Total assets		9,365,521			(7,716,582	)		1,648,939
Liabilities and Shareholders’ deficit
Current liabilities
Short term debt to related party		697,067			—			697,067
Accounts payable		4,262,476			(533,502	)		3,728,974
Due to related party		225,120			396,671			621,791
Accrued expenses and other payables		3,488,909			(848,525	)		2,640,384
Total current liabilities		8,673,572			(985,356	)		(7,688,216	)
Non-current liabilities
Convertible debt		25,302,709			—			25,302,709
Share-based payment liability		1,177,616			—			1,177,617
Deferred tax liability		1,526,622			(1,526,622	)		—
Total non-current liabilities		28,006,947			(1,526,622	)		26,480,326
Total liabilities		(36,680,519	)		(2,511,978	)		34,168,542
Liabilities and Shareholder’s deficit
Ordinary shares		126,677			—			126,677
Deferred shares		1,993			(1,993	)		—
Series A shares		3,868			—			3,868
Additional paid-in capital		163,163,090			1,993			163,165,083
Share subscription receivable		(178,720	)		—			(178,720	)
Accumulated deficit		(189,171,542	)		(6,383,790	)		(195,555,332	)
Accumulated other comprehensive loss		(1,260,364	)		1,179,185			(81,179	)
Total shareholders’ deficit		(27,314,998	)		(5,204,605	)		(32,519,603	)
Total liabilities and shareholders’ deficit		9,365,521			(7,716,583	)		1,648,939


				Restatement			December 31, 2022
Carve-out consolidated financial statements	As filed			Adjustments			(As restated)
Revenue	$	11,879,343			(11,764,184	)	$	115,159
Operating expenses
Cost of revenue		5,604,129			(4,859,089	)		745,040
Sales and marketing expenses		6,827,211			(2,488,654	)		4,338,557
General and administrative expenses		91,604,396			(4,963,896	)		86,640,500
Other operating expenses		334,952			—			334,952
Depreciation and amortization expenses		742,113			(506,316	)		235,797
Impairment of investment in ANY					14,822,022			14,822,022
Impairment of goodwill		7,418,302			(7,373,864	)		44,438
Total operating expenses		112,531,103			(5,369,797	)		107,161,306
Operating loss		(100,651,760	)		(6,394,387	)		(107,046,147	)
Other expenses
Interest expense		(3,884,698	)		3			(3,884,695	)
Other non-operating income (expense), net		315,574			(58,915	)		256,659
Total other expenses, net		(3,569,124	)		(58,912	)		(3,628,036	)
Loss before taxes		(104,220,884	)		(31,521,733	)		(110,674,183	)
Income tax expense		115,447			(63,408	)		(38,765	)
Net loss for the year		(104,105,437	)		(31,585,141	)	$	(110,712,948	)
Net loss per share – Basic and diluted	$	(0.11	)	$	(0.01	)	$	(0.12	)
Weighted average number of shares – Basic and diluted		913,109,577						913,109,577


				Restatement			December 31, 2022
Carve-out consolidated statement of cash flows	As Filed			Adjustments			(As Restated)
Cash flows from operating activities:
Net loss		(104,105,438	)		(6,607,510	)	$	(110,712,948	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation and amortization		742,113			(497,905	)		244,208
Unrealized foreign exchange (gain)/loss		(277,838	)		—			(277,838	)
Share based compensation issued to related parties for consultancy services		39,501,701			—			39,501,701
Share based compensation for consultancy services		18,417,816			—			18,417,816
Employee share based compensation		2,115,015			—			2,115,015
Impairment of ROU asset, net of lease termination		46,236			—			46,236
Impairment of prepayments and other current assets		731,940			—			731,940
Impairment of accounts receivable		334,952			—			334,952
Impairment of goodwill		7,418,302			(7,373,864	)		44,438
Impairment of investment in ANY		—			14,600,000			14,600,000
Deferred tax benefit		(243,835	)		243,835			—
Interest expense		3,884,695			—			3,884,695
Changes in operating assets and liabilities:
Decrease/(increase) in accounts receivable		646,661			65,893			712,554
(Increase) in prepayment and other current assets		(215,468	)		158,945			(56,523	)
(Decrease) in operating lease liability		(46,236	)		—			(46,236	)
Decrease in receivable with related parties		(245,266	)		414,020			168,754
Increase in accounts payable, accrued expenses and other payables		4,766,607			(1,426,068	)		3,340,539
Increase (decrease) in payables to related parties		(234,880	)		396,671			161,791
Net cash (used in) operating activities		(26,762,923	)		(25,983	)		(26,788,906	)
Cash flows from investing activities:
Purchase of property and equipment		(25,973	)		(14,376	)		(36,854	)
Development of intangible assets		—			(1,767,148	)		—
Net cash (used in) investing activities		(25,973	)		(1,781,524	)		(36,854	)
Cash flows from financing activities:
Proceeds from issuance of ordinary shares		2,499,920			—			2,499,920
Proceeds from long-term debt obligation		21,500,000			—			21,500,000
Net cash flow generated from financing activities		23,999,920			—			23,999,920
Effect of exchange rate changes on cash		140,658			36,639			177,287
Net change in cash		(2,648,318	)		(235	)		(2,648,553	)
Cash and cash equivalents, beginning of year		2,690,024			(2,091	)		2,687,933
Cash and cash equivalents, end of year		41,709			(2,329	)		39,380

Management also reclassified amounts Due to related party, previously disclosed in the related party note disclosure as at December 31, 2022. The amounts were reclassified from Accounts payable.


Carve-out consolidated balance sheet	As Filed		Restatement Adjustments			December 31, 2023 (As Restated)
Deferred shares		1,993		(1,993	)		—
Additional paid-in capital		172,202,839		1,993			172,204,832

The carve-out consolidated balance sheet for December 31, 2023 was restated only to reflect the return of the deferred shares and the cancellation of the shares.

In addition, amounts were restated in the following

•

Note 4 – Prepayments and other current assets

Note 6 – Property and equipment, net

•

Note 7 – Intangible assets, net

•

Note 12 – Accrued expenses and other payables

•

Note 13 – Expenses and other Non-operating (income) expense, net

•

Note 14 – Related party disclosures

Note 16 – Income taxes

2.21.

Fair value measurement and concentration of credit risk

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the price at which an asset could be exchanged or a liability transferred in an orderly transaction between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability. Where available, fair value is based on observable market prices or derived from such prices. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity.

The Company reports all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3—Inputs are unobservable inputs for the asset or liability.

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety.

Fair value measurement at reporting date:


Description	Level 1		Level 2		Level 3
December 31, 2023 Fair value on recurring basis
(1) Share-based payment liability		—		—	$	1,311,028
December 31, 2022 Fair value on recurring basis
(1) Share-based payment liability		—		—	$	1,177,617

(1)

The fair value of the share-based payment liability was valued using a discounted cash flow method using a risk adjusted discount rate of 10.8%. Please also refer to note 7.4.

The carrying amount of the Company’s cash, accounts receivable, accounts payable and accrued expenses approximated their fair values due to their short term to maturity.

Credit risk

Accounts receivable and loan notes receivable are potentially subject to credit risk concentration. The Company has not experienced any material losses related to concentrations during the years presented. The Company however has a concentration risk related to its contract with its only customer such that as at December 31, 2023, 100% of the Company’s accounts receivable is through its sole revenue generating agreement. If the sole agreement was terminated then such losses due to concentration risk may be material in the future and management makes no assurance that these losses may be avoided.

Accounts payable include balances for work incurred by third parties for the benefit of the company. For the years ended December 31, 2023 and 2022, the following vendors represented more than 10% of total accounts payable.


	December 31, 2023			December 31, 2022
KPMG LLP		10	%		14	%
Taylor Wessing LLP		13	%		17	%
Wilson Sonsini Goodrich & Rosati		14	%		15	%
SThree Partnership LLP		—			13	%

Foreign currency risk

All of the Company’s revenue is denominated in the Euro (“EUR”) since the sales of the Company are in Spain. Based upon the Company’s level of operations for the year ended December 31, 2023 and 2022, a sensitivity analysis shows that a 10% appreciation or depreciation in the EUR against the dollar would have increased or decreased, respectively, the Company’s revenue for the years ended December 31, 2023 and 2022 by approximately $ 14,505 and $ 11,515 respectively.

Revenue risk

We currently generate a significant portion of our revenue from a single agreement with La Liga from which we expect to generate most of our revenues in the near future. 100% of our revenue was derived from commission from the sale of La Liga football tickets for the year ended December 31, 2023 and 2022, respectively, and we anticipate that a significant portion of our revenue will continue to be derived from this agreement in the near future. The sudden loss of the agreement with La Liga or their decision not to renew the agreement, could harm our business, results, operations and condition.

2.22.

Income taxes

The Company accounts for income taxes and the related accounts in accordance with ASC 740, Income Taxes. Deferred income tax assets and liabilities are computed annually, for differences between the carrying amounts and the tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when it is necessary to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes includes both current taxes for the period plus or minus the change during the period in deferred tax assets and liabilities.

Tax benefits from uncertain tax position are recognized for financial statement purposes only when it is more-likely-than-not that the position will be sustained with the local taxing authority. Measurement of the tax effects of positions that meet this recognition threshold is based on the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement with the taxing authorities.

As a result of operating losses in most of the geographies where the Company operates, we concluded that our deferred tax assets on unutilized tax losses were not more likely than not to be realized in the future and a full valuation allowance has been recorded.

2.23.

Loss and earnings per share

In accordance with ASC-260 Earnings Per Share, basic earnings per share, basic net loss per share is based on the weighted average number of ordinary shares issued and outstanding and is calculated by dividing net loss attributable to ordinary shareholders by the weighted average shares outstanding during the period.

Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares used in the net loss per share calculation plus the number of ordinary shares that would be issued assuming conversion of all potentially dilutive securities outstanding. If the Company reports a net loss, the computation of diluted loss per share excludes the effect of dilutive ordinary share equivalents, as their effect would be antidilutive. Diluted loss per share is equal to the net loss per share as all potentially dilutive securities are anti-dilutive in the periods presented. For the years ended December 31, 2023 and 2022 the Company incurred net losses and therefore no potential dilutive ordinary share were utilized in the calculation of losses per share.

If the company reports net income, basic earnings per share is based on the weighted average number of ordinary and series A preferred shares issued and outstanding and is calculated by dividing net income attributable to ordinary and series A preferred shareholders by the weighted average shares outstanding during the period.

Diluted earnings per share is calculated by dividing net income attributable to ordinary and series A preferred shareholders by the weighted average number of ordinary and series A preferred shares used in the net earnings per share calculation plus the number of ordinary shares that would be issued assuming conversion of all potentially dilutive securities outstanding.

The series A preferred shares are entitled to the same dividend rights as the ordinary shares and therefore as participating securities, are included in the basic and diluted earnings per share calculation. The holders of the series A preferred shares do not have a contractual obligation to share in the losses of the Company. The Company computes earnings per share using the two-step method for its series A preferred and ordinary shares.

The following table presents the potential shares of ordinary shares outstanding that were excluded from the computation of diluted net loss per share of ordinary shares as of the periods presented because including them would have been antidilutive:


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
Convertible debt (note 7.3)		3,929,566		3,428,571
Shares payable (note 7.4)		140,000		140,000
Share options		—		5,200,000
Series A preferred shares		28,039,517		28,039,517
Short-term debt to related party (note 7.1)		1,037,575		—
Total		33,146,658		36,808,088

The Company uses the “if converted” method for calculating the dilutive effect of the convertible debt, shares payable and series A preferred shares and the treasury share method for calculating the dilutive effect of the options and warrants. The series A preferred shares are convertible at the rate of one series A preferred share into one ordinary share in the event of an initial public offering. The Company included the deferred shares as they are expected to be converted to ordinary shares in the future. The Company does not include the employee ungranted shares (Note 2.17) as they are contingent on removal of significant restrictions including management’s and or the board’s rights to cancel the shares any time, restrictions on the right to transfer, to vote and cumulative dividends.

Recurring Fair Value Measurements

6 Months Ended

9 Months Ended

12 Months Ended

Mar. 31, 2024

Jun. 30, 2024

Sep. 30, 2023

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Recurring Fair Value Measurements

Note 6 — Recurring Fair Value Measurements


	March 31, 2024				December 31, 2023
	Level		Amount		Level		Amount
Assets:
Interest-bearing demand deposit account		1	$	15,771,190		1	$	25,324,028

Note 6 — Recurring Fair Value Measurements


	June 30, 2024				September 30, 2023
	Level		Amount		Level		Amount
Assets:
Interest-bearing demand deposit account		1	$	16,126,337		1	$	25,324,028

Note 5 — Recurring Fair Value Measurements


	Carrying Value as of September 30, 2023		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value as of September 30, 2023
Interest bearing demand deposit account	$	25,324,028	$	—	$	—	$	25,324,028


	Carrying Value as of September 30, 2022		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value as of September 30, 2022
Cash	$	320	$	—	$	—	$	320
U.S. Treasury Bills		150,844,605		19,242		—		150,863,847

	$	150,844,925	$	19,242	$	—	$	150,864,167

There were no transfers between Levels 1, 2 or 3 during the years ended September 30, 2023 and 2022.

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	33,146,658	36,808,088
Convertible debt [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,929,566	3,428,571
Shares payable [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	140,000	140,000
Share options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		5,200,000
Series A preferred shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	28,039,517	28,039,517
Short-term debt to related party [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,037,575

Property and equipment, net - Schedule of Property and equipment, net (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Less—Accumulated depreciation	$ (115,837)	$ (71,281)
Property, Plant and Equipment, Net, Total	79,593	110,998
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, Gross	195,140	181,784
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, Gross	$ 290	$ 495

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of List of Subsidiaries

A list of subsidiaries and Rezolve Limited’s holding as of December 31, 2023 and 2022 is as follows:


Name of the entity	Date of incorporation	Country of incorporation	Group shareholding (%)
Rezolve Mobile Commerce Inc.	April 20, 2016	United States of America		100	%
Rezolve Technology S.L.	August 25, 2020	Spain		100	%
Rezolve Taiwan Limited	November 9, 2000	Taiwan		100	%
Rezolve Technology (India) Private Limited	March 19, 2021	India		100	%

Summary of Estimated Useful Life of Property Plant and Equipment

The useful lives estimated by the management are as follows:


Assets		Useful life
Computers		3 years
Office equipment		3 years

Summary of Initial Useful Life of Computer Assets

The initial useful lives of computer software assets as estimated by management are summarized as follows:


Assets		Useful life
Software		5 years

Schedule of Restatement of Consolidated Balance Sheet


Carve-out consolidated balance sheet	As filed			Restatement adjustments			December 31, 2022 (as restated)
Assets
Current assets
Cash		41,709			(2,329	)		39,380
Accounts receivable		74,748			(65,893	)		8,855
Receivables from related party		607,726			(607,726	)
Prepayments and other current assets		1,202,572			(163,312	)		1,039,260
Total current assets		1,926,755			(839,260	)		1,087,495
Non-current assets
Property and equipment, net		139,560			(28,562	)		110,998
Goodwill		1,061,763			(1,061,763	)		—
Intangible assets		6,237,443			(5,786,997	)		450,446
Total non-current assets		7,738,766			(6,877,322	)		561,444
Total assets		9,365,521			(7,716,582	)		1,648,939
Liabilities and Shareholders’ deficit
Current liabilities
Short term debt to related party		697,067			—			697,067
Accounts payable		4,262,476			(533,502	)		3,728,974
Due to related party		225,120			396,671			621,791
Accrued expenses and other payables		3,488,909			(848,525	)		2,640,384
Total current liabilities		8,673,572			(985,356	)		(7,688,216	)
Non-current liabilities
Convertible debt		25,302,709			—			25,302,709
Share-based payment liability		1,177,616			—			1,177,617
Deferred tax liability		1,526,622			(1,526,622	)		—
Total non-current liabilities		28,006,947			(1,526,622	)		26,480,326
Total liabilities		(36,680,519	)		(2,511,978	)		34,168,542
Liabilities and Shareholder’s deficit
Ordinary shares		126,677			—			126,677
Deferred shares		1,993			(1,993	)		—
Series A shares		3,868			—			3,868
Additional paid-in capital		163,163,090			1,993			163,165,083
Share subscription receivable		(178,720	)		—			(178,720	)
Accumulated deficit		(189,171,542	)		(6,383,790	)		(195,555,332	)
Accumulated other comprehensive loss		(1,260,364	)		1,179,185			(81,179	)
Total shareholders’ deficit		(27,314,998	)		(5,204,605	)		(32,519,603	)
Total liabilities and shareholders’ deficit		9,365,521			(7,716,583	)		1,648,939


Carve-out consolidated balance sheet	As Filed		Restatement Adjustments			December 31, 2023 (As Restated)
Deferred shares		1,993		(1,993	)		—
Additional paid-in capital		172,202,839		1,993			172,204,832

Schedule of Restatement of Consolidated Statement of Operation


				Restatement			December 31, 2022
Carve-out consolidated financial statements	As filed			Adjustments			(As restated)
Revenue	$	11,879,343			(11,764,184	)	$	115,159
Operating expenses
Cost of revenue		5,604,129			(4,859,089	)		745,040
Sales and marketing expenses		6,827,211			(2,488,654	)		4,338,557
General and administrative expenses		91,604,396			(4,963,896	)		86,640,500
Other operating expenses		334,952			—			334,952
Depreciation and amortization expenses		742,113			(506,316	)		235,797
Impairment of investment in ANY					14,822,022			14,822,022
Impairment of goodwill		7,418,302			(7,373,864	)		44,438
Total operating expenses		112,531,103			(5,369,797	)		107,161,306
Operating loss		(100,651,760	)		(6,394,387	)		(107,046,147	)
Other expenses
Interest expense		(3,884,698	)		3			(3,884,695	)
Other non-operating income (expense), net		315,574			(58,915	)		256,659
Total other expenses, net		(3,569,124	)		(58,912	)		(3,628,036	)
Loss before taxes		(104,220,884	)		(31,521,733	)		(110,674,183	)
Income tax expense		115,447			(63,408	)		(38,765	)
Net loss for the year		(104,105,437	)		(31,585,141	)	$	(110,712,948	)
Net loss per share – Basic and diluted	$	(0.11	)	$	(0.01	)	$	(0.12	)
Weighted average number of shares – Basic and diluted		913,109,577						913,109,577

Schedule of Restatement of Consolidated Statement of Cash Flow


				Restatement			December 31, 2022
Carve-out consolidated statement of cash flows	As Filed			Adjustments			(As Restated)
Cash flows from operating activities:
Net loss		(104,105,438	)		(6,607,510	)	$	(110,712,948	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation and amortization		742,113			(497,905	)		244,208
Unrealized foreign exchange (gain)/loss		(277,838	)		—			(277,838	)
Share based compensation issued to related parties for consultancy services		39,501,701			—			39,501,701
Share based compensation for consultancy services		18,417,816			—			18,417,816
Employee share based compensation		2,115,015			—			2,115,015
Impairment of ROU asset, net of lease termination		46,236			—			46,236
Impairment of prepayments and other current assets		731,940			—			731,940
Impairment of accounts receivable		334,952			—			334,952
Impairment of goodwill		7,418,302			(7,373,864	)		44,438
Impairment of investment in ANY		—			14,600,000			14,600,000
Deferred tax benefit		(243,835	)		243,835			—
Interest expense		3,884,695			—			3,884,695
Changes in operating assets and liabilities:
Decrease/(increase) in accounts receivable		646,661			65,893			712,554
(Increase) in prepayment and other current assets		(215,468	)		158,945			(56,523	)
(Decrease) in operating lease liability		(46,236	)		—			(46,236	)
Decrease in receivable with related parties		(245,266	)		414,020			168,754
Increase in accounts payable, accrued expenses and other payables		4,766,607			(1,426,068	)		3,340,539
Increase (decrease) in payables to related parties		(234,880	)		396,671			161,791
Net cash (used in) operating activities		(26,762,923	)		(25,983	)		(26,788,906	)
Cash flows from investing activities:
Purchase of property and equipment		(25,973	)		(14,376	)		(36,854	)
Development of intangible assets		—			(1,767,148	)		—
Net cash (used in) investing activities		(25,973	)		(1,781,524	)		(36,854	)
Cash flows from financing activities:
Proceeds from issuance of ordinary shares		2,499,920			—			2,499,920
Proceeds from long-term debt obligation		21,500,000			—			21,500,000
Net cash flow generated from financing activities		23,999,920			—			23,999,920
Effect of exchange rate changes on cash		140,658			36,639			177,287
Net change in cash		(2,648,318	)		(235	)		(2,648,553	)
Cash and cash equivalents, beginning of year		2,690,024			(2,091	)		2,687,933
Cash and cash equivalents, end of year		41,709			(2,329	)		39,380

Summary of Fair Value Measurement at Reporting Date

Fair value measurement at reporting date:


Description	Level 1		Level 2		Level 3
December 31, 2023 Fair value on recurring basis
(1) Share-based payment liability		—		—	$	1,311,028
December 31, 2022 Fair value on recurring basis
(1) Share-based payment liability		—		—	$	1,177,617

(1)

The fair value of the share-based payment liability was valued using a discounted cash flow method using a risk adjusted discount rate of 10.8%. Please also refer to note 7.4.

Summary of Vendors Representing More Than 10% of Accounts Payable

For the years ended December 31, 2023 and 2022, the following vendors represented more than 10% of total accounts payable.


	December 31, 2023			December 31, 2022
KPMG LLP		10	%		14	%
Taylor Wessing LLP		13	%		17	%
Wilson Sonsini Goodrich & Rosati		14	%		15	%
SThree Partnership LLP		—			13	%

Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
Convertible debt (note 7.3)		3,929,566		3,428,571
Shares payable (note 7.4)		140,000		140,000
Share options		—		5,200,000
Series A preferred shares		28,039,517		28,039,517
Short-term debt to related party (note 7.1)		1,037,575		—
Total		33,146,658		36,808,088

Significant Accounting Policies (Details Narrative)					3 Months Ended						6 Months Ended		9 Months Ended			12 Months Ended
Significant Accounting Policies (Details Narrative)	Apr. 18, 2024 USD ($) shares	Jun. 26, 2023 USD ($) shares	Aug. 17, 2021 USD ($)	Jun. 16, 2021 USD ($) Director shares	Jun. 30, 2024 USD ($) shares	Mar. 31, 2024 USD ($) shares	Dec. 31, 2023 USD ($) Director shares	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Mar. 31, 2024 USD ($) Director shares	Mar. 31, 2023 USD ($)	Jun. 30, 2024 USD ($) Director shares	Dec. 31, 2023 USD ($) shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) shares	Sep. 30, 2023 USD ($) Director shares	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($) shares	Dec. 31, 2021
Cash and cash equivalents \| $							$ 10,000.00			$ 30,000.00				$ 10,000.00		$ 10,000.00		$ 30,000.00
Statutory tax rate percentage									19.00%					25.00%		23.50%		19.00%		19.00%
Executive Officer [Member]
Shares of common stock transferred		100,000
Armada Acquisition Corp I [Member]
Cash and cash equivalents \| $					$ 13,242	$ 107,722	54,405				$ 107,722		$ 13,242	$ 54,405		$ 54,405	$ 60,284		$ 177,578
Exceed limit \| $							$ 250,000				$ 250,000		$ 250,000				$ 250,000
Shares of common stock subject to possible redemption					1,417,687	1,417,687	2,363,349				1,417,687		1,417,687	2,363,349		2,363,349	2,363,349		15,000,000
Fair value of converted shares \| $		$ 207,200		$ 509,552
Compensation expense \| $		$ 100,800			$ 75,600		$ 50,400						$ 75,600	$ 50,400		$ 50,400	$ 106,400
Stock-based compensation \| $					$ 526,209	$ 25,200	$ 50,400	$ 134,363	$ 27,963	$ 27,963	$ 75,600	$ 55,926	$ 601,809		$ 190,289		$ 218,254		$ 111,852
Offering costs \| $			$ 3,537,515
Underwriting commissions \| $			1,500,000
Other offering costs \| $			$ 2,037,515
Effective income tax reconciliation percentage					(2.77%)	(14.11%)	(23.19%)	(17.26%)	(117.43%)	(30.01%)	(18.35%)	(43.32%)	(7.62%)		(96.28%)		(207.49%)		4.25%
Statutory tax rate percentage					21.00%	21.00%	21.00%	21.00%	21.00%	21.00%	21.00%	21.00%	21.00%		21.00%		21.00%		21.00%
Sharebased compensation arrangement by sharebased payment award options remaining number of shares vested		190,000
Armada Acquisition Corp I [Member] \| Share-Based Payment Arrangement, Tranche Two [Member]
Sharebased compensation arrangement by sharebased payment award options remaining number of shares vested		90,000
Armada Acquisition Corp I [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Sharebased compensation arrangement by sharebased payment award options remaining number of shares vested		90,000
Armada Acquisition Corp I [Member] \| Sponsor [Member]
Sharebased compensation arrangement by sharebased payment award options remaining number of shares vested		180,000
Armada Acquisition Corp I [Member] \| Founder Shares [Member] \| Sponsor [Member]
Interse transfer of shares made	150,000
Interse transfer of shares made value \| $	$ 900
Armada Acquisition Corp I [Member] \| President [Member]
Shares of common stock transferred				50,000
Armada Acquisition Corp I [Member] \| Director [Member]
Shares of common stock transferred		90,000		35,000
Number of independent directors \| Director				3			3				3		3				3
Armada Acquisition Corp I [Member] \| Chief Executive Officer [Member] \| Founder Shares [Member]
Interse transfer of shares received	75,000
Armada Acquisition Corp I [Member] \| Three Independent Directors [Member]
Shares of common stock transferred		270,000
Armada Acquisition Corp I [Member] \| Executive Officer [Member]
Shares of common stock transferred		100,000
Armada Acquisition Corp I [Member] \| IPO [Member]
Share-based compensation arrangement by share-based payment award, options, vested, number of shares							100,000				100,000		100,000				100,000
Sharebased compensation arrangement by sharebased payment award options remaining number of shares vested							105,000				105,000		105,000				105,000
Armada Acquisition Corp I [Member] \| Warrant [Member]
Warrants exercise to purchase common stock							7,500,000				7,500,000		7,500,000				7,500,000

Intangible Assets, Net - Schedule of intangible assets (Detail) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Software	$ 1,009,272	$ 989,400
Total	2,871,737	989,400
Less—Accumulated amortization	(736,834)	(538,954)
Intangible assets, net	2,134,903	$ 450,446
In Process Research and Development [Member]
Finite-Lived Intangible Assets [Line Items]
In development intangible asset	$ 1,862,465

Debt and Other Liabilities [Abstract]

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Income Taxes - Changes in our unrecognized tax benefits (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Beginning Period	$ 24,388,433	$ 11,811,695
Effect of rate changes	0
Additions based on tax positions related to current year	6,882,336	13,857,760
Foreign currency translation	2,483,300	(1,281,022)
Ending Period	$ 33,754,069	$ 24,388,433

Debt and other liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Short-Term Debt and Other Liabilities


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
Short-term debt and other liabilities
Short-term debt to related parties (8.1)	$	6,225,815	$	697,067
Short term convertible debt to related party (8.4)		132,269
Ordinary shares payable (8.2)		8,223,928		—
Share-based payment liability (8.5)		1,311,028		—
Convertible debt (8.3)		31,088,259		—
Non-current debt and other liabilities
Share-based payment liability (8.4)		—		1,177,617
Convertible debt (8.3)		—		25,302,709

Schedule of Convertible debt

The carrying amount of the convertible debt was as follows:


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
Convertible debt
Principal amount of notes	$	—	$	24,000,000
Accrued interest		—		3,221,233
Discount on convertible debt		—		(1,918,524	)
Short term convertible debt to related party		132,269
Convertible debt under troubled debt restructuring		31,088,259		—
		31,220,528		25,302,709

Schedule of the senior secured convertible note and secured convertible loans

The following table sets forth the interest expense recognized related to the senior secured convertible notes and unsecured convertible loans:


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
Convertible debt
Accrued interest	$	7,269	$	3,221,233
Amortization of debt discount		—		163,976
		7,269		3,385,209

CONDENSED BALANCE SHEETS - USD ($)

Jun. 30, 2024

Mar. 31, 2024

Dec. 31, 2023

Sep. 30, 2023

Dec. 31, 2022

Sep. 30, 2022

Assets

$ 10,441

$ 39,380

Prepaid expenses

130,309

214,514

12,534

8,855

Loans receivable (net of credit loss provision of $785,000 and nil as at December 31, 2023 and 2022)

299,013

440,846

598,414

321,988

1,087,495

79,593

110,998

2,134,903

450,446

2,214,496

561,444

2,536,484

1,648,939

Due to related party (refer to note 14)

4,569,703

3,728,974

777,576

621,791

Excise tax payable

188,766

11,515

Short term convertible debt to related party (8.4)

4,492,790

2,640,384

Ordinary shares payable

8,223,928

132,269

Short term debt to related party (refer to note 2.20 and note 14)

6,225,815

697,067

Share-based payment liability

1,311,028

Convertible debt (current)

31,088,259

Convertible debt (long-term)

56,821,368

7,688,216

Non-current liabilities

25,302,709

Share-based payment liability (long-term)

1,177,617

26,480,326

56,821,368

34,168,542

Stockholders' Deficit:

3,868

127,310

126,677

172,204,832

163,165,083

^[1]

(178,720)

(226,291,430)

(195,555,332)

(150,744)

(81,179)

(54,284,884)

(32,519,603)

2,536,484

1,648,939

Related Party [Member]

Stockholders' Deficit:

(119,844)

Assets

$ 13,242

$ 107,722

54,405

$ 60,284

$ 177,578

Prepaid expenses

41,788

3,781

13,534

33,605

61,942

Cash held in Trust Account

55,030

111,503

67,939

93,889

239,520

16,126,337

15,771,190

25,871,565

25,324,028

150,844,925

16,181,367

15,882,693

25,939,504

25,417,917

151,084,445

Subscription agreements liability, net

6,035,757

5,392,262

5,132,351

4,708,050

3,137,535

Franchise tax payable

46,000

22,600

23,919

12,100

150,000

Income tax payable

50,026

54,544

78,617

10,783

145,621

354,503

129,738

6,752

Excise tax payable

1,395,596

1,291,751

Commitments and Contingencies (Note 5)

10,938,608

9,771,340

9,309,990

8,587,123

3,684,910

Non-current liabilities

Common stock subject to possible redemption

16,040,786

15,747,446

25,784,690

25,316,806

150,548,862

Stockholders' Deficit:

570

261,161

159,034

941,796

(11,059,758)

(9,636,663)

(9,314,780)

(8,486,582)

(4,091,693)

(10,798,027)

(9,636,093)

(9,155,176)

(8,486,012)

$ (4,993,680)

(3,149,327)

Armada Acquisition Corp I [Member] | Related Party [Member]

16,181,367

15,882,693

25,939,504

25,417,917

151,084,445

Promissory Notes-Related Party

$ 3,056,726

$ 2,776,600

$ 2,564,439

$ 251,754

[1]	Includes related party balances of $(119,844) as at December 31, 2023 and 2022, refer to note 14.

Property and equipment, net (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]


	December 31, 2023			December 31, 2022
	(as restated)			(as restated)
Computers	$	195,140		$	181,784
Office equipment		290			495
Less—Accumulated depreciation		(115,837	)		(71,281	)
Property and equipment, net	$	79,593		$	110,998

Income Taxes

12 Months Ended

Dec. 31, 2023

Sep. 30, 2023

Income Tax

16.

Income taxes

The Company files its primary tax return in the United Kingdom (“the UK”). Its subsidiaries file income tax returns in the US, Spain, India and Taiwan. The income taxes of the Company are presented on a separate return basis for each tax-paying entity.

The components of our loss (income) before income taxes are as follows:


	December 31, 2023			December 31, 2022
	(as restated)			(as restated)
UK	$	29,427,631		$	107,945,740
US		994,933			634,526
Spain		298,927			381,321
India		(92,982	)		(300,433	)
Taiwan		44,181			2,051,794
Total		30,672,980			110,712,948

Current Income tax expense (benefit) consists of:


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
Taiwan		—		10,639
India		63,408		28,126
Total		63,408		38,765

Income tax benefit attributable to our loss before income taxes differs from the amounts computed using the applicable income tax rate as a result of the following factors:


	December 31, 2023			December 31, 2022
	(as restated)			(as restated)
Loss before income taxes	$	(30,672,690	)	$	(110,712,948	)
Income tax benefit at statutory tax rates (a)		7,208,082			21,035,460
Effect of:
Non-deductible or non-taxable foreign currency exchange results		(88,195	)		(214,299	)
International rate differences (b)		(9,845	)		282,884
Non-deductible expenses		(2,050,426	)		(14,818,455	)
Change in valuation allowance		(4,996,208	)		(6,246,825	)
Income tax expense		63,408			38,765

(a)

The statutory or “expected” tax rates are the U.K. rates of 23.5% for 2023 and 19.0% for 2022 and 2021. The 2023 statutory rate represents that blended rate in effect for the year ended December 31, 2023 based on the 19.0% statutory rate that was in effect for the first quarter of 2023 and the 25.0% statutory rate that was in effect for the remainder of 2023.

(b)

Amounts reflect adjustments (either a benefit or expense) to the “expected” tax expense for statutory rates in jurisdictions in which we operate outside of the UK.

The Company and its subsidiaries are liable to income taxes in their respective jurisdiction. The Company has unused tax losses as follows as at December 31, 2023:


Subsidiaries in Jurisdiction	Tax loss carryforward		Expiration date
UK (1)		191,771,010		(1	)
US		5,542,459	Indefinite
Spain		844,411	Indefinite
India		—	N/A
Taiwan		2,359,658	10 years

(1)

Tax losses carried forward in Rezolve Limited will not be transferred to Rezolve AI Limited in the Demerger. As a result, all tax losses previously created in the UK will be lost upon completion of the Demerger.

(2)

The Company has created a valuation allowance against the deferred tax asset resulting from such losses due to the Company’s history of past losses and lack of conclusive evidence to support the view that sufficient taxable profit will be generated in the future by the operating entities to offset such losses.

The changes in our unrecognized tax benefits for the indicated periods are summarized below:


	2023		2022
	(as restated)		(as restated)
Balance at January 1	$	24,388,433	$	11,811,695
Effect of rate changes		—		—
Additions based on tax positions related to current year		6,882,336		13,857,760
Foreign currency translation		2,483,300		(1,281,022	)
Balance at December 31		33,754,069		24,388,433

No assurance can be given that any of these tax benefits will be recognized or realized.

During 2024, we do not expect any material reductions to our unrecognized tax benefits related to tax positions taken as of December 31, 2023. No assurance can be given as to the nature or impact of any changes in our unrecognized tax positions during 2023.

The tax effects of temporary differences that give rise to the significant portions of our deferred tax assets and liabilities are presented below:


	December 31, 2023			December 31, 2022
	(as restated)			(as restated)
Deferred tax assets:
Net operating loss and other carryforwards	$	33,754,069		$	24,388,433
PP&E		—			2,661
Short-term debt		1,556,454			174,267
Share-based payment liability		327,757			294,404
Convertible debt		8,110,222			6,325,677
Deferred tax assets		43,748,501			31,185,442
Valuation allowance		(43,748,501	)		(31,185,442	)
Deferred tax assets, net of valuation allowance		—			—

The Company files income tax returns as prescribed by the tax laws of its operating jurisdictions. In the normal course of business, the Company is subject to examination by tax authorities. In connection with such reviews, disputes could arise with the taxing authorities over the interpretation or application of certain income tax rules related to our business in that tax jurisdiction. Such disputes may result in future tax and interest and penalty assessments by these taxing authorities. The ultimate resolution of tax contingencies will take place upon the earlier of (i) the settlement date with the applicable taxing authorities in either cash or agreement of income tax positions or (ii) the date when the tax authorities are statutorily prohibited from adjusting the Company’s tax computations.

The Company has not recognized any uncertain tax position for the year ended December 31, 2023 and December 31, 2022, respectively.

Income Tax

Note 7 — Income Tax

The Company’s net deferred tax assets are as follows:


	September 30,
	2023			2022
Deferred tax asset
Organizational costs/Startup expenses	$	504,667		$	351,592
Stock-based compensation		129,350			83,517
Total deferred tax asset		634,017			435,209
Valuation allowance		(634,017	)		(435,209	)
Deferred tax asset, net of allowance	$	—		$	—

The income tax provision consists of the following:


	September 30,
	2023			2022
Federal
Current	$	615,284		$	145,621
Deferred		(198,808	)		(336,741	)
State
Current		—			—
Deferred		—			—
Change in valuation allowance		198,808			336,741
Income tax provision	$	615,284		$	145,621

As of September 30, 2023 and 2022, the Company had $0 of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance at September 30, 2023. For the years ended September 30, 2023 and 2022, the change in the valuation allowance was $198,808 and $336,741, respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at September 30, 2023 and 2022 are as follows:


	September 30,
	2023			2022
Statutory federal income tax rate		21.00	%		21.00	%
State taxes, net of federal tax benefit		0.00	%		0.00	%
Prior year true up		0.99	%		—
Business combination expenses		119.13	%		(15.50	)%
Change in valuation allowance		67.40	%		(9.70	)%
Income tax provision		207.49	%		(4.25	)%

The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

The entire disclosure for income tax.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

Expenses And Other Non Operating Income Expense Net [Abstract]

Expenses and Other Non-Operating (Income) Expense, Net (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Sales and Marketing Expenses

Sales and marketing expenses


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
Advertisement and publicity expenses	$	144,584		635,166
Employee salaries and benefits		1,371,468		1,788,941
Consultancy charges		1,602,332		1,538,729
Share-based payments to employees		2,649,012		375,721
Share-based payments to related parties		963,858		—
Total		6,731,254		4,338,557

Schedule of General and Administrative Expenses

General and administrative expenses


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
IT expenses	$	1,135,355		1,066,708
Legal and professional expenses		2,274,891		5,569,989
Business development expenses		777,161		7,136,168
Employee salaries and benefits		4,340,558		3,506,501
Consultancy charges		3,472,170		8,223,297
Share-based payments to employees		2,543,621		1,739,294
Share-based payments to related parties		2,083,647		39,501,701
Share-based payments for consultancy		485,080		18,417,816
Other		874,045		1,479,026
Total		17,986,528		86,640,500

Schedule of Other Non-Operating (Income) Expense, Net

Other non-operating (income) expense, net


	December 31, 2023			December 31, 2022
	(as restated)			(as restated)
Foreign exchange loss	$	375,298			194,524
R&D credits		(497,978	)		(467,563	)
Other, net		(2,686	)		16,380
Total		125,366			(256,659	)

Income Tax (Tables)

12 Months Ended

Dec. 31, 2023

Sep. 30, 2023

Changes in our unrecognized tax benefits

The changes in our unrecognized tax benefits for the indicated periods are summarized below:


	2023		2022
	(as restated)		(as restated)
Balance at January 1	$	24,388,433	$	11,811,695
Effect of rate changes		—		—
Additions based on tax positions related to current year		6,882,336		13,857,760
Foreign currency translation		2,483,300		(1,281,022	)
Balance at December 31		33,754,069		24,388,433

The Company and its subsidiaries are liable to income taxes in their respective jurisdiction

The Company and its subsidiaries are liable to income taxes in their respective jurisdiction. The Company has unused tax losses as follows as at December 31, 2023:


Subsidiaries in Jurisdiction	Tax loss carryforward		Expiration date
UK (1)		191,771,010		(1	)
US		5,542,459	Indefinite
Spain		844,411	Indefinite
India		—	N/A
Taiwan		2,359,658	10 years

Current Income Tax Expense (Benefit)

Current Income tax expense (benefit) consists of:


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
Taiwan		—		10,639
India		63,408		28,126
Total		63,408		38,765

Components of loss (income) before income taxes

The components of our loss (income) before income taxes are as follows:


	December 31, 2023			December 31, 2022
	(as restated)			(as restated)
UK	$	29,427,631		$	107,945,740
US		994,933			634,526
Spain		298,927			381,321
India		(92,982	)		(300,433	)
Taiwan		44,181			2,051,794
Total		30,672,980			110,712,948

Significant portions of our deferred tax assets and liabilities

The tax effects of temporary differences that give rise to the significant portions of our deferred tax assets and liabilities are presented below:


	December 31, 2023			December 31, 2022
	(as restated)			(as restated)
Deferred tax assets:
Net operating loss and other carryforwards	$	33,754,069		$	24,388,433
PP&E		—			2,661
Short-term debt		1,556,454			174,267
Share-based payment liability		327,757			294,404
Convertible debt		8,110,222			6,325,677
Deferred tax assets		43,748,501			31,185,442
Valuation allowance		(43,748,501	)		(31,185,442	)
Deferred tax assets, net of valuation allowance		—			—

Reconciliation of the federal income tax rate to the company's effective tax rate

Income tax benefit attributable to our loss before income taxes differs from the amounts computed using the applicable income tax rate as a result of the following factors:


	December 31, 2023			December 31, 2022
	(as restated)			(as restated)
Loss before income taxes	$	(30,672,690	)	$	(110,712,948	)
Income tax benefit at statutory tax rates (a)		7,208,082			21,035,460
Effect of:
Non-deductible or non-taxable foreign currency exchange results		(88,195	)		(214,299	)
International rate differences (b)		(9,845	)		282,884
Non-deductible expenses		(2,050,426	)		(14,818,455	)
Change in valuation allowance		(4,996,208	)		(6,246,825	)
Income tax expense		63,408			38,765

(a)

(b)

Amounts reflect adjustments (either a benefit or expense) to the “expected” tax expense for statutory rates in jurisdictions in which we operate outside of the UK.

Significant portions of our deferred tax assets and liabilities

The Company’s net deferred tax assets are as follows:


	September 30,
	2023			2022
Deferred tax asset
Organizational costs/Startup expenses	$	504,667		$	351,592
Stock-based compensation		129,350			83,517
Total deferred tax asset		634,017			435,209
Valuation allowance		(634,017	)		(435,209	)
Deferred tax asset, net of allowance	$	—		$	—

The income tax provision

The income tax provision consists of the following:


	September 30,
	2023			2022
Federal
Current	$	615,284		$	145,621
Deferred		(198,808	)		(336,741	)
State
Current		—			—
Deferred		—			—
Change in valuation allowance		198,808			336,741
Income tax provision	$	615,284		$	145,621

Reconciliation of the federal income tax rate to the company's effective tax rate

A reconciliation of the federal income tax rate to the Company’s effective tax rate at September 30, 2023 and 2022 are as follows:


	September 30,
	2023			2022
Statutory federal income tax rate		21.00	%		21.00	%
State taxes, net of federal tax benefit		0.00	%		0.00	%
Prior year true up		0.99	%		—
Business combination expenses		119.13	%		(15.50	)%
Change in valuation allowance		67.40	%		(9.70	)%
Income tax provision		207.49	%		(4.25	)%

Accrued Expenses and Other Payables - Schedule of Accrued Expenses and Other Payables (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Employee related payables	$ 2,632,334	$ 763,181
Accrued expenses	1,323,842	1,686,609
VAT, duty and tax liability	188,766	11,515
Other	347,848	179,079
Total	$ 4,492,790	$ 2,640,384

Ordinary Shares Issued at Nominal Value in Lieu of Services (Details Narrative)			12 Months Ended
	Nov. 30, 2022 £ / shares shares	Feb. 15, 2022 $ / shares shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($) shares	Dec. 31, 2022 £ / shares	Dec. 31, 2022 $ / shares	Nov. 30, 2022 $ / shares
Stock Issued During Period At Nominal Value [Line Items]
General and administrative expense \| $			$ 17,986,528	$ 86,640,500
Advisor [Member]
Stock Issued During Period At Nominal Value [Line Items]
Stock issued during period, shares, issued for services				5,000,000
Common Stock [Member] \| DBLP Sea Cow Limited [Member]
Stock Issued During Period At Nominal Value [Line Items]
Stock issued during period, shares, issued for services	27,246,461
Shares issued, price per share \| $ / shares							$ 1.2
Share price \| £ / shares	£ 0.0001
Expected term				2 years 6 months
Dividend payment rate				0.00%
Common Stock [Member] \| Advisor [Member]
Stock Issued During Period At Nominal Value [Line Items]
Stock issued during period, shares, issued for services		5,000,000
Shares issued, price per share \| $ / shares		$ 1.8
Share price \| £ / shares					£ 0.0001
Expected term exercise				3 years 4 months 24 days
Dividend payment rate				0.00%
Retained Earnings [Member] \| DBLP Sea Cow Limited [Member]
Stock Issued During Period At Nominal Value [Line Items]
General and administrative expense \| $				$ 33,400,000
Retained Earnings [Member] \| Advisor [Member]
Stock Issued During Period At Nominal Value [Line Items]
General and administrative expense \| $				$ 18,400,000
Additional Stock Issued [Member] \| Common Stock [Member] \| Advisor [Member]
Stock Issued During Period At Nominal Value [Line Items]
Stock issued during period, shares, issued for services				5,000,000
Shares issued, price per share \| $ / shares						$ 1.8
Black Scholes Merton Option Pricing Model [Member] \| Common Stock [Member] \| DBLP Sea Cow Limited [Member]
Stock Issued During Period At Nominal Value [Line Items]
Volatility				61.90%
Black Scholes Merton Option Pricing Model [Member] \| Common Stock [Member] \| Advisor [Member]
Stock Issued During Period At Nominal Value [Line Items]
Volatility				60.40%
Risk free rate				1.80%
Risk-free interest rate Minimum				0.00%
Risk-free interest rate Maximum				2.40%

Loans Receivable (Details Narrative) - USD ($)	12 Months Ended
Loans Receivable (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, allowance for credit loss	$ 785,000	$ 0
Grupo Hanhei Moneymatic [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Extended loans receivables		181,816
Loans receivable additions per month	25,000
Accounts receivable, allowance for credit loss	371,316
Loans and leases receivable, related parties	100,000
Grupo Hanhei Moneymatic [Member] \| Other Operating Income (Expense) [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Other asset impairment charges	371,316
Neighbor Inc Swipeby [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, allowance for credit loss	785,000
Loans receivable with fixed rates of interest		8
Loans and leases receivable, related parties		$ 65,000
Neighbor Inc Swipeby [Member] \| Other Operating Income (Expense) [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Other asset impairment charges	$ 785,000

Significant Accounting Policies (Policies)

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2023

Mar. 31, 2024

Jun. 30, 2024

Dec. 31, 2023

Sep. 30, 2023

Basis of Presentation

2.1.

Basis of presentation

Basis of consolidation

2.2.

Basis of consolidation

All intercompany balances and transactions have been eliminated.

A list of subsidiaries and Rezolve Limited’s holding as of December 31, 2023 and 2022 is as follows:


Name of the entity	Date of incorporation	Country of incorporation	Group shareholding (%)
Rezolve Mobile Commerce Inc.	April 20, 2016	United States of America		100	%
Rezolve Technology S.L.	August 25, 2020	Spain		100	%
Rezolve Taiwan Limited	November 9, 2000	Taiwan		100	%
Rezolve Technology (India) Private Limited	March 19, 2021	India		100	%

The carve-out consolidated financial statements have been prepared using the United Stated Dollar ($) as its reporting currency.

Emerging Growth Company

2.3.

Emerging Growth Company

Liquidity

2.4.

Liquidity

•

Seeking additional capital through the issuance of debt or equity securities.

•

Generating revenue by execution of successful trials and long-term partner arrangements.

•

The ability to generate revenue from our technology

•

Reducing expenses by taking restructuring actions and reducing the number of employees and consultants.

•

Controlling expenses and limiting capital expenditures.

Use of Estimates

2.5.

Use of estimates

Foreign currency translation and transactions

2.6.

Foreign currency translation and transactions

2.7.

Cash

Accounts receivable, net

2.8.

Accounts receivable, net

Property and equipment

2.9.

Property and equipment


Assets		Useful life
Computers		3 years
Office equipment		3 years

Repairs and maintenance of property and equipment are expensed as incurred; enhancements and improvements that extend the life of property and equipment are capitalized into their cost.

Research and development credits

2.10.

Intangible assets

Intangible assets consist of computer software, customer lists and goodwill.

Computer software

The initial useful lives of computer software assets as estimated by management are summarized as follows:


Assets		Useful life
Software		5 years

Internal-use software

Impairment of assets

2.11.

Impairment of assets

There were no other indicators of impairment for any of the long-lived assets as of December 31, 2023 and December 31, 2022 and the years then ended.

Convertible Debt

2.12.

Convertible Debt

Deferred financing costs

2.13.

Deferred financing costs

Cost of revenue

2.15.

Cost of revenue

Cost of revenues consists of expenses incurred directly in relation to the earning of revenues such as partner’s fees and inventory plus the impairment of current assets (see note 2.11).

Revenue recognition

2.14.

Revenue recognition

Under ASC 606, the Company determines revenue recognition through the following steps:

•

Identifying the contract, or contracts, with the customer;

•

Identifying the performance obligations in the contract;

•

Determining the transaction price;

•

Allocating the transaction price to performance obligations in the contract; and

•

Recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised goods or services.

Ticketing Commissions (Spain)

Revenue is recognized in accordance with ASC 606 “Revenue from Contracts with Customers” at the point in time when a football ticket is sold on our platform technology.

Operating segments

2.16.

Operating segments

2.17.

Research and development credits

Shareholders' deficit and reserves

2.19.

Shareholders’ deficit and reserves

Authorized and Outstanding Shares

As of December 31, 2023 and 2022, there were 932,969,424 and 927,806,159 common shares, and 28,039,517 Series A shares outstanding, respectively.


	Employee Shares at Par Value		Employee Shares Requiring Additional Paid in Capital
Exercise price	£0.0001		£0.016		($)
Balance as on January 1, 2022		58,315,800		10,700,000		215,448
Issued during the year December 31, 2022		—		—		—
Forfeited during the year December 31, 2022		—		—		—
As at December 31, 2022		58,315,800		10,700,000		215,448
Issued during the year December 31, 2023		—		—		—
Forfeited during the year December 31, 2023		—		—		—
As at December 31, 2023		58,315,800		10,700,000		215,448

Restatement of error in previously filed consolidated combined carve-out financial statements:

2.20.

Restatement of error in previously filed consolidated combined carve-out financial statements:

The investment in ANY of $14,600,000 plus loans to ANY of $222,022 was impaired as the Company abandoned its plans to complete the acquisition of ANY.


Carve-out consolidated balance sheet	As filed			Restatement adjustments			December 31, 2022 (as restated)
Assets
Current assets
Cash		41,709			(2,329	)		39,380
Accounts receivable		74,748			(65,893	)		8,855
Receivables from related party		607,726			(607,726	)
Prepayments and other current assets		1,202,572			(163,312	)		1,039,260
Total current assets		1,926,755			(839,260	)		1,087,495
Non-current assets
Property and equipment, net		139,560			(28,562	)		110,998
Goodwill		1,061,763			(1,061,763	)		—
Intangible assets		6,237,443			(5,786,997	)		450,446
Total non-current assets		7,738,766			(6,877,322	)		561,444
Total assets		9,365,521			(7,716,582	)		1,648,939
Liabilities and Shareholders’ deficit
Current liabilities
Short term debt to related party		697,067			—			697,067
Accounts payable		4,262,476			(533,502	)		3,728,974
Due to related party		225,120			396,671			621,791
Accrued expenses and other payables		3,488,909			(848,525	)		2,640,384
Total current liabilities		8,673,572			(985,356	)		(7,688,216	)
Non-current liabilities
Convertible debt		25,302,709			—			25,302,709
Share-based payment liability		1,177,616			—			1,177,617
Deferred tax liability		1,526,622			(1,526,622	)		—
Total non-current liabilities		28,006,947			(1,526,622	)		26,480,326
Total liabilities		(36,680,519	)		(2,511,978	)		34,168,542
Liabilities and Shareholder’s deficit
Ordinary shares		126,677			—			126,677
Deferred shares		1,993			(1,993	)		—
Series A shares		3,868			—			3,868
Additional paid-in capital		163,163,090			1,993			163,165,083
Share subscription receivable		(178,720	)		—			(178,720	)
Accumulated deficit		(189,171,542	)		(6,383,790	)		(195,555,332	)
Accumulated other comprehensive loss		(1,260,364	)		1,179,185			(81,179	)
Total shareholders’ deficit		(27,314,998	)		(5,204,605	)		(32,519,603	)
Total liabilities and shareholders’ deficit		9,365,521			(7,716,583	)		1,648,939


				Restatement			December 31, 2022
Carve-out consolidated financial statements	As filed			Adjustments			(As restated)
Revenue	$	11,879,343			(11,764,184	)	$	115,159
Operating expenses
Cost of revenue		5,604,129			(4,859,089	)		745,040
Sales and marketing expenses		6,827,211			(2,488,654	)		4,338,557
General and administrative expenses		91,604,396			(4,963,896	)		86,640,500
Other operating expenses		334,952			—			334,952
Depreciation and amortization expenses		742,113			(506,316	)		235,797
Impairment of investment in ANY					14,822,022			14,822,022
Impairment of goodwill		7,418,302			(7,373,864	)		44,438
Total operating expenses		112,531,103			(5,369,797	)		107,161,306
Operating loss		(100,651,760	)		(6,394,387	)		(107,046,147	)
Other expenses
Interest expense		(3,884,698	)		3			(3,884,695	)
Other non-operating income (expense), net		315,574			(58,915	)		256,659
Total other expenses, net		(3,569,124	)		(58,912	)		(3,628,036	)
Loss before taxes		(104,220,884	)		(31,521,733	)		(110,674,183	)
Income tax expense		115,447			(63,408	)		(38,765	)
Net loss for the year		(104,105,437	)		(31,585,141	)	$	(110,712,948	)
Net loss per share – Basic and diluted	$	(0.11	)	$	(0.01	)	$	(0.12	)
Weighted average number of shares – Basic and diluted		913,109,577						913,109,577


				Restatement			December 31, 2022
Carve-out consolidated statement of cash flows	As Filed			Adjustments			(As Restated)
Cash flows from operating activities:
Net loss		(104,105,438	)		(6,607,510	)	$	(110,712,948	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation and amortization		742,113			(497,905	)		244,208
Unrealized foreign exchange (gain)/loss		(277,838	)		—			(277,838	)
Share based compensation issued to related parties for consultancy services		39,501,701			—			39,501,701
Share based compensation for consultancy services		18,417,816			—			18,417,816
Employee share based compensation		2,115,015			—			2,115,015
Impairment of ROU asset, net of lease termination		46,236			—			46,236
Impairment of prepayments and other current assets		731,940			—			731,940
Impairment of accounts receivable		334,952			—			334,952
Impairment of goodwill		7,418,302			(7,373,864	)		44,438
Impairment of investment in ANY		—			14,600,000			14,600,000
Deferred tax benefit		(243,835	)		243,835			—
Interest expense		3,884,695			—			3,884,695
Changes in operating assets and liabilities:
Decrease/(increase) in accounts receivable		646,661			65,893			712,554
(Increase) in prepayment and other current assets		(215,468	)		158,945			(56,523	)
(Decrease) in operating lease liability		(46,236	)		—			(46,236	)
Decrease in receivable with related parties		(245,266	)		414,020			168,754
Increase in accounts payable, accrued expenses and other payables		4,766,607			(1,426,068	)		3,340,539
Increase (decrease) in payables to related parties		(234,880	)		396,671			161,791
Net cash (used in) operating activities		(26,762,923	)		(25,983	)		(26,788,906	)
Cash flows from investing activities:
Purchase of property and equipment		(25,973	)		(14,376	)		(36,854	)
Development of intangible assets		—			(1,767,148	)		—
Net cash (used in) investing activities		(25,973	)		(1,781,524	)		(36,854	)
Cash flows from financing activities:
Proceeds from issuance of ordinary shares		2,499,920			—			2,499,920
Proceeds from long-term debt obligation		21,500,000			—			21,500,000
Net cash flow generated from financing activities		23,999,920			—			23,999,920
Effect of exchange rate changes on cash		140,658			36,639			177,287
Net change in cash		(2,648,318	)		(235	)		(2,648,553	)
Cash and cash equivalents, beginning of year		2,690,024			(2,091	)		2,687,933
Cash and cash equivalents, end of year		41,709			(2,329	)		39,380

Management also reclassified amounts Due to related party, previously disclosed in the related party note disclosure as at December 31, 2022. The amounts were reclassified from Accounts payable.


Carve-out consolidated balance sheet	As Filed		Restatement Adjustments			December 31, 2023 (As Restated)
Deferred shares		1,993		(1,993	)		—
Additional paid-in capital		172,202,839		1,993			172,204,832

The carve-out consolidated balance sheet for December 31, 2023 was restated only to reflect the return of the deferred shares and the cancellation of the shares.

In addition, amounts were restated in the following

•

Note 4 – Prepayments and other current assets

•

Note 6 – Property and equipment, net

•

Note 7 – Intangible assets, net

•

Note 12 – Accrued expenses and other payables

•

Note 13 – Expenses and other Non-operating (income) expense, net

•

Note 14 – Related party disclosures

•

Note 16 – Income taxes

Fair Value Measurements

2.21.

Fair value measurement and concentration of credit risk

Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 3—Inputs are unobservable inputs for the asset or liability.

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety.

Fair value measurement at reporting date:


Description	Level 1		Level 2		Level 3
December 31, 2023 Fair value on recurring basis
(1) Share-based payment liability		—		—	$	1,311,028
December 31, 2022 Fair value on recurring basis
(1) Share-based payment liability		—		—	$	1,177,617

(1)

The fair value of the share-based payment liability was valued using a discounted cash flow method using a risk adjusted discount rate of 10.8%. Please also refer to note 7.4.

The carrying amount of the Company’s cash, accounts receivable, accounts payable and accrued expenses approximated their fair values due to their short term to maturity.

Credit risk


	December 31, 2023			December 31, 2022
KPMG LLP		10	%		14	%
Taylor Wessing LLP		13	%		17	%
Wilson Sonsini Goodrich & Rosati		14	%		15	%
SThree Partnership LLP		—			13	%

Foreign currency risk

Revenue risk

Loss and earnings per share

2.23.

Loss and earnings per share


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
Convertible debt (note 7.3)		3,929,566		3,428,571
Shares payable (note 7.4)		140,000		140,000
Share options		—		5,200,000
Series A preferred shares		28,039,517		28,039,517
Short-term debt to related party (note 7.1)		1,037,575		—
Total		33,146,658		36,808,088

Income Taxes

2.22.

Income taxes

Emerging Growth Company Status

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by US GAAP. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows for the period presented in the unaudited condensed financial statements. Operating results for the three months ended December 31, 2023, are not necessarily indicative of the results that may be expected through September 30, 2024.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form10-K, as filed with SEC on December 4, 2023.

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by US GAAP. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows for the period presented in the unaudited condensed financial statements. Operating results for the three and six months ended March 31, 2024, are not necessarily indicative of the results that may be expected through September 30, 2024.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on December 4, 2023.

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by US GAAP. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows for the period presented in the unaudited condensed financial statements. Operating results for the three and nine months ended June 30, 2024, are not necessarily indicative of the results that may be expected through September 30, 2024.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on December 4, 2023.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) and with the instructions to Form 10-K and Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart the Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart the Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Emerging Growth Company Status

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Use of Estimates

Investments Held in Trust Account

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $54,405 and $60,284 in cash as of December 31, 2023 and September 30, 2023, respectively.

Cash

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $107,722 and $60,284 in cash as of March 31, 2024 and September 30, 2023, respectively.

Cash

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $13,242 and $60,284 in cash as of June 30, 2024 and September 30, 2023, respectively.

Cash

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $60,284 and $177,578 in cash as of September 30, 2023 and 2022, respectively.

As of both December 31, 2023 and September 30, 2023, the assets held in the Trust Account were held in an interest bearing demand deposit account. To mitigate the risk that the Company may be deemed an investment company for purposes of the Investment Company Act, on August 10, 2023, the Company instructed the trustee of the Trust Account to liquidate the investments held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest bearing demand deposit account until the earlier of consummation of a Business Combination or liquidation. Furthermore, such cash is held in bank accounts which exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation.

Investments Held in Trust Account

As of both March 31, 2024, and September 30, 2023, the assets held in the Trust Account were held in an interest bearing demand deposit account. To mitigate the risk that the Company may be deemed an investment company for purposes of the Investment Company Act, on August 10, 2023, the Company instructed the trustee of the Trust Account to liquidate the investments held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest bearing demand deposit account until the earlier of consummation of a Business Combination or liquidation. Furthermore, such cash is held in bank accounts which exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation.

Cash Held in Trust Account

As of both June 30, 2024, and September 30, 2023, the assets held in the Trust Account were held in an interest-bearing demand deposit account. To mitigate the risk that the Company may be deemed an investment company for purposes of the Investment Company Act, on August 10, 2023, the Company instructed the trustee of the Trust Account to liquidate the investments held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest bearing demand deposit account until the earlier of consummation of a Business Combination or liquidation. Furthermore, such cash is held in bank accounts which exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation.

Investments Held in Trust Account

As of September 30, 2023 the assets held in the Trust Account were held in an interest bearing demand deposit account. To mitigate the risk that the Company may be deemed an investment company for purposes of the Investment Company Act, on August 10, 2023, the Company instructed the trustee of the Trust Account to liquidate the investments held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest bearing demand deposit account until the earlier of consummation of a Business Combination or liquidation. Furthermore, such cash is held in bank accounts which exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation.

As of September 30, 2022, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less.

The Company classifies its U.S. Treasury bills as held-to-maturity in accordance with FASB ASC Topic 320 “Investments—Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Management had determined that there has not been an impairment of held-to-maturity securities as of September 30, 2022.

Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statements of operations. Interest income is recognized when earned.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The fair value of certain of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets.

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At December 31, 2023 and September 30, 2023, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At March 31, 2024 and September 30, 2023, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At June 30, 2024 and September 30, 2023, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At September 30, 2023 and 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Offering Costs Associated with IPO

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A— “Expenses of Offering”. Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are related to the IPO. The Company incurred offering costs amounting to $3,537,515 as a result of the IPO consisting of a $1,500,000 underwriting commissions and $2,037,515 of other offering costs.

Offering Costs Associated with IPO

The Company complies with the requirements of ASC340-10-S99-1and SEC Staff Accounting Bulletin Topic 5A— “Expenses of Offering”. Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are related to the IPO. The Company incurred offering costs amounting to $3,537,515 as a result of the IPO consisting of a $1,500,000 underwriting commissions and $2,037,515 of other offering costs.

Offering Costs Associated with IPO

The Company complies with the requirements of ASC340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A— “Expenses of Offering”. Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are related to the IPO. The Company incurred offering costs amounting to $3,537,515 as a result of the IPO consisting of a $1,500,000 underwriting commissions and $2,037,515 of other offering costs.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ deficit. The Company’s shares of common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 2,363,349 shares of common stock as of September 30, 2023 and December 31, 2023 subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value. The change in the carrying value of common stock subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit.

At December 31, 2023 and September 30, 2023, the common stock reflected in the balance sheets are reconciled in the following table:


Gross Proceeds	$	150,000,000
Proceeds allocated to Public Warrants		(11,700,000	)
Issuance costs related to common stock		(3,261,589	)
Remeasurement of carrying value to redemption value		14,961,589
Subsequent remeasurement of carrying value to redemption value – Trust interest income (excluding the amount that can be withdrawn from Trust Account for taxes)		548,862
Common stock subject to possible redemption – September 30, 2022		150,548,862
Redemptions		(129,175,094	)
Remeasurement of carrying value to redemption value		3,943,038
Common stock subject to possible redemption – September 30, 2023	$	25,316,806
Remeasurement of carrying value to redemption value		467,884
Common stock subject to possible redemption – December 31, 2023	$	25,784,690

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ deficit. The Company’s shares of common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 1,417,687 and 2,363,349 and shares of common stock as of March 31, 2024 and September 30, 2023 subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

At March 31, 2024 and September 30, 2023, the common stock reflected in the balance sheets are reconciled in the following table:


Gross Proceeds	$	150,000,000
Proceeds allocated to Public Warrants		(11,700,000	)
Issuance costs related to common stock		(3,261,589	)
Remeasurement of carrying value to redemption value		14,961,589
Subsequent remeasurement of carrying value to redemption value – Trust interest income (excluding the amount that can be withdrawn from Trust Account for taxes)		548,862
Common stock subject to possible redemption – September 30, 2022	$	150,548,862
Redemptions		(129,175,094	)
Remeasurement of carrying value to redemption value		3,943,038
Common stock subject to possible redemption – September 30, 2023	$	25,316,806
Remeasurement of carrying value to redemption value		467,884
Common stock subject to possible redemption – December 31, 2023	$	25,784,690
Redemptions		(10,384,496	)
Remeasurement of carrying value to redemption value		347,252
Common stock subject to possible redemption – March 31, 2024	$	15,747,446

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ deficit. The Company’s shares of common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 1,417,687 and 2,363,349 and shares of common stock as of June 30, 2024 and September 30, 2023 subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

At June 30, 2024 and September 30, 2023, the common stock reflected in the balance sheets are reconciled in the following table:


Gross Proceeds	$	150,000,000
Proceeds allocated to Public Warrants		(11,700,000	)
Issuance costs related to common stock		(3,261,589	)
Remeasurement of carrying value to redemption value		14,961,589
Subsequent remeasurement of carrying value to redemption value – Trust interest income (excluding the amount that can be withdrawn from Trust Account for taxes)		548,862
Common stock subject to possible redemption – September 30, 2022	$	150,548,862
Redemptions		(129,175,094	)
Remeasurement of carrying value to redemption value		3,943,038
Common stock subject to possible redemption – September 30, 2023	$	25,316,806
Redemptions		(10,384,496	)
Remeasurement of carrying value to redemption value		1,108,476
Common stock subject to possible redemption – June 30, 2024	$	16,040,786

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s shares of common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 15,000,000 shares of common stock as of September 30, 2022, and 2,363,349 shares of common stock as of September 30, 2023 subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital.

At September 30, 2023 and 2022, the common stock reflected in the balance sheets are reconciled in the following table:


Gross Proceeds	$	150,000,000
Proceeds allocated to Public Warrants		(11,700,000	)
Issuance costs related to common stock		(3,261,589	)
Remeasurement of carrying value to redemption value		14,961,589
Subsequent remeasurement of carrying value to redemption value – Trust interest income (excluding the amount that can be withdrawn from Trust Account for taxes)		548,862
Common stock subject to possible redemption – September 30, 2022		150,548,862
Redemptions		(129,175,094	)
Remeasurement of carrying value to redemption value		3,943,038
Common stock subject to possible redemption – September 30, 2023	$	25,316,806

Loss and earnings per share

Net (Loss) Income Per Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per common stock is computed by dividing net (loss) income by the weighted average number of common stock outstanding for the period. Remeasurement adjustments associated with the redeemable shares of common stock are excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted (loss) income per share does not consider the effect of the warrants issued in connection with the IPO because the warrants are contingently exercisable, and the contingencies have not yet been met. The warrants are exercisable to purchase 7,500,000 shares of common stock in the aggregate. As of December 31, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net (loss) income per common stock is the same as basic net loss per common stock for the periods presented.

Accretion of the carrying value of common stock subject to redemption value is excluded from net (loss) income per common stock because the redemption value approximates fair value.


	For the Three Months Ended December 31,
	2023						2022
	Common Stock Subject to Possible Redemption			Non-Redeemable Common Stock			Common Stock Subject to Possible Redemption		Non-Redeemable Common Stock
Basic and diluted net (loss) income per share
Numerator:
Allocation of net (loss) income	$	(105,483	)	$	(254,831	)	$	439,673	$	167,354
Denominator
Weighted-average shares outstanding		2,363,349			5,709,500			15,000,000		5,709,500
Basic and diluted net (loss) income per share	$	(0.04	)	$	(0.04	)	$	0.03	$	0.03

Net (Loss) Income Per Common Stock

The calculation of diluted (loss) income per share does not consider the effect of the warrants issued in connection with the IPO because the warrants are contingently exercisable, and the contingencies have not yet been met. The warrants are exercisable to purchase 7,500,000 shares of common stock in the aggregate. As of March 31, 2024 and 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net (loss) income per common stock is the same as basic net (loss) income per common stock for the periods presented.

Accretion of the carrying value of common stock subject to redemption value is excluded from net (loss) income per common stock because the redemption value approximates fair value.


	For the Three Months Ended March 31,
	2024						2023
	Common stock subject to possible redemption			Common stock			Common stock subject to possible redemption			Common stock
Basic and diluted net (loss) income per share
Numerator:
Allocation of net (loss) income	$	(94,932	)	$	(285,914	)	$	(15,605	)	$	(11,538	)
Denominator
Weighted-average shares outstanding		1,895,714			5,709,500			7,722,273			5,709,500
Basic and diluted net (loss) income per share	$	(0.05	)	$	(0.05	)	$	(0.00	)	$	(0.00	)


	For the Six Months Ended March 31,
	2024						2023
	Common stock subject to possible redemption			Common stock			Common stock subject to possible redemption		Common stock
Basic and diluted net (loss) income per share
Numerator:
Allocation of net (loss) income	$	(201,430	)	$	(539,730	)	$	386,387	$	193,497
Denominator
Weighted-average shares outstanding		2,130,809			5,709,500			11,401,124		5,709,500
Basic and diluted net (loss) income per share	$	(0.09	)	$	(0.09	)	$	0.03	$	0.03

Net (Loss) Income Per Common Stock

The calculation of diluted (loss) income per share does not consider the effect of the warrants issued in connection with the IPO because the warrants are contingently exercisable, and the contingencies have not yet been met. The warrants are exercisable to purchase 7,500,000 shares of common stock in the aggregate. As of June 30, 2024 and 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net (loss) income per common stock is the same as basic net (loss) income per common stock for the periods presented.

Accretion of the carrying value of common stock subject to redemption value is excluded from net (loss) income per common stock because the redemption value approximates fair value.


	For the Three Months Ended June 30,												For the Nine Months Ended June 30,
	2024						2023						2024						2023
	Common stock subject to possible redemption			Common stock			Common stock subject to possible redemption			Common stock			Common stock subject to possible redemption			Common stock			Common stock subject to possible redemption		Common stock
Basic and diluted net (loss) income per share
Numerator: Allocation of net (loss) income, as adjusted	$	(283,071	)	$	(1,140,024	)	$	(212,999	)	$	(346,585	)	$	(539,100	)	$	(1,625,155	)	$	12,296	$	8,004
Denominator:
Basic and diluted weighted average shares outstanding		1,417,687			5,709,500			3,508,852			5,709,500			1,893,969			5,709,500			8,770,367		5,709,500
Basic and diluted net (loss) income per share	$	(0.20	)	$	(0.20	)	$	(0.06	)	$	(0.06	)	$	(0.28	)	$	(0.28	)	$	0.00	$	0.00

Net Loss Per Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for the period. Remeasurement adjustments associated with the redeemable shares of common stock are excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the IPO because the warrants are contingently exercisable, and the contingencies have not yet been met. The warrants are exercisable to purchase 7,500,000 shares of common stock in the aggregate. As of September 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented.

Accretion of the carrying value of common stock subject to redemption value is excluded from net loss per common stock because the redemption value approximates fair value.


	For The Year Ended September 30,
	2023						2022
	Common stock subject to redemption			Common stock			Common stock subject to redemption			Common stock
Basic and diluted net loss per share
Numerator:
Allocation of net loss	$	(179,201	)	$	(140,949	)	$	(2,624,009	)	$	(998,785	)
Denominator
Weighted-average shares outstanding		7,259,013			5,709,500			15,000,000			5,709,500
Basic and diluted net loss per share	$	(0.02	)	$	(0.02	)	$	(0.17	)	$	(0.17	)

Share-Based Compensation

Stock-Based Compensation

The Company accounts for share-based payments in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation,” (“ASC 718”), which requires that all equity awards be accounted for at their “fair value.” The Company measures and recognizes compensation expense for all share-based payments on their estimated fair values measured as of the grant date. These costs are recognized as an expense in the statements of operations upon vesting, once the applicable performance conditions are met, with an offsetting increase to additional paid-in capital. Forfeitures are recognized as they occur.

On June 16, 2021, the Sponsor transferred 50,000 shares to each of its Chief Executive Officer and to its President and 35,000 shares to each of its three independent directors. The aforementioned transfer is within the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The aggregate fair value of these shares was $509,552 at issuance. A total of 100,000 shares vested upon consummation of the Initial Public Offering. The remaining 105,000 shares vest in equal quarterly installments until the second anniversary of the consummation of the Company’s Initial Public Offering, or August 17, 2023. At December 31, 2023, all shares under the June 16, 2021 grant were vested.

On June 26, 2023, the Sponsor allocated 270,000 shares to its three independent directors (90,000 each) and 100,000 shares to an executive officer. The aforementioned transfer is within the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the transfer date. The aggregate fair value of these shares was $207,200 at the date of the transfer. A total of 190,000 shares vested upon the transfer date. The remaining 180,000 shares will vest as follows: 90,000 upon the 6 month anniversary of the transfer date; and 90,000 upon the one year anniversary of the transfer date, provided that all unvested shares would become vested upon consummation of initial business combination. The Company recognized $50,400 of stock-based compensation related to this grant for the three months ended December 31, 2023.

The Company recognized $50,400 and $27,963 of stock-based compensation for the three-month periods ended December 31, 2023 and December 31, 2022, respectively.

Stock-Based Compensation

The Company accounts for share-based payments in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation,” (“ASC 718”), which requires that all equity awards be accounted for at their “fair value.” The Company measures and recognizes compensation expense for all share-based payments on their estimated fair values measured as of the grant date. These costs are recognized as an expense in the condensed statements of operations upon vesting, once the applicable performance conditions are met, with an offsetting increase to additional paid-in capital. Forfeitures are recognized as they occur.

On June 16, 2021, the Sponsor transferred 50,000 shares to each of its Chief Executive Officer and to its President and 35,000 shares to each of its three independent directors. The aforementioned transfer is within the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The aggregate fair value of these shares was $509,552 at issuance. A total of 100,000 shares vested upon consummation of the Initial Public Offering. The remaining 105,000 shares vest in equal quarterly installments until the second anniversary of the consummation of the Company’s Initial Public Offering, or August 17, 2023. At March 31, 2024, all shares under the June 16, 2021 grant were vested.

On June 26, 2023, the Sponsor allocated 270,000 shares to its three independent directors (90,000 each) and 100,000 shares to an executive officer. The aforementioned transfer is within the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the transfer date. The aggregate fair value of these shares was $207,200 at the date of the transfer. A total of 190,000 shares vested upon the transfer date. The remaining 180,000 shares will vest as follows: 90,000 upon the 6 month anniversary of the transfer date; and 90,000 upon the one year anniversary of the transfer date, provided that all unvested shares would become vested upon consummation of initial business combination. The Company recognized $75,600 of stock-based compensation related to this grant for the six months ended March 31, 2024.

The Company recognized $75,600 and $55,926 of stock-based compensation for the six-month periods ended March 31, 2024 and March 31, 2023, respectively and $25,200 and $27,963 of stock-based compensation for the three month periods ended March 31, 2024 and 2023, respectively.

Stock-Based Compensation

costs are recognized as an expense in the condensed statements of operations upon vesting, once the applicable performance conditions are met, with an offsetting increase to additional paid-in capital. Forfeitures are recognized as they occur.

On June 16, 2021, the Sponsor transferred 50,000 shares to each of its Chief Executive Officer and to its President and 35,000 shares to each of its three independent directors. The aforementioned transfer is within the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The aggregate fair value of these shares was $509,552 at issuance. A total of 100,000 shares vested upon consummation of the Initial Public Offering. The remaining 105,000 shares vest in equal quarterly installments until the second anniversary of the consummation of the Company’s Initial Public Offering, or August 17, 2023. At June 30, 2024, all shares under the June 16, 2021 grant were vested.

On June 26, 2023, the Sponsor allocated 270,000 shares to its three independent directors (90,000 each) and 100,000 shares to an executive officer. The aforementioned transfer is within the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the transfer date. The aggregate fair value of these shares was $207,200 at the date of the transfer. A total of 190,000 shares vested upon the transfer date. The remaining 180,000 shares will vest as follows: 90,000 upon the 6 month anniversary of the transfer date; and 90,000 upon the one year anniversary of the transfer date, provided that all unvested shares would become vested upon consummation of initial business combination. The Company recognized $100,800 of stock-based compensation related to this grant for the nine months ended June 30, 2024.

On April 18, 2024, the Chief Executive Officer and President of the Company each purchased 75,000 Founder Shares (or an aggregate of 150,000 shares) from other members of the Sponsor for $.006 per share or a total of $900. The Sponsor allocated these Founder Shares from the selling members to the Chief Executive Officer and President. The aforementioned transfer is within the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the transfer date. The excess of the fair value of the shares purchased by executives over the price that they paid for these shares is recorded as part of the stock compensation expense in the Company’s statement of operations.

The Company recognized $601,809 and $190,289 of stock-based compensation for the nine-month periods ended June 30, 2024 and June 30, 2023, respectively and $526,209 and $134,363 of stock-based compensation for the three month periods ended June 30, 2024 and 2023, respectively.

Stock-Based Compensation

The Company accounts for share-based payments in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation,” (“ASC 718”) which requires that all equity awards be accounted for at their “fair value.” The Company measures and recognizes compensation expense for all share-based payments on their estimated fair values measured as of the grant date. These costs are recognized as an expense in the statements of operations upon vesting, once the applicable performance conditions are met, with an offsetting increase to additional paid-in capital. Forfeitures are recognized as they occur.

On June 16, 2021, the Sponsor transferred 50,000 shares to each of its Chief Executive Officer and to its President and 35,000 shares to each of its three independent directors. The aforementioned transfer is in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The aggregate fair value of these shares was $509,552 at issuance. A total of 100,000 shares vested upon consummation of the Initial Public Offering. The remaining 105,000 shares vest in equal quarterly installments until the second anniversary of the consummation of the Company’s Initial Public Offering, or August 17, 2023. At September 30, 2023, all shares under the June 16, 2021 grant were vested.

On June 26, 2023, the Sponsor allocated 270,000 shares to its three independent directors (90,000 each) and 100,000 shares to an executive officer. The aforementioned transfer is in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the transfer date. The aggregate fair value of these shares was $207,200 at the date of the transfer. A total of 190,000 shares vested upon the transfer date. The remaining 180,000 shares will vest as follows: 90,000 upon the 6 month anniversary of the transfer date; and 90,000 upon the one year anniversary of the transfer date; provided that all unvested shares would become vested upon consummation of initial business combination. The Company recognized $106,400 of stock-based compensation related to this grant for the year ended September 30, 2023.

The Company recognized $218,254 and $111,852 of stock-based compensation for the fiscal years ended September 30, 2023, and 2022, respectively.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

As of December 31, 2023, and September 30, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 23.19% and 30.01% for the three months ended December 31, 2023 and 2022. The effective tax rate differs from the statutory tax rate of 21% for three months ended December 31, 2023, and 2022, due to the valuation allowance on the deferred tax assets and permanent differences related to the business acquisition and stock-based compensation expenses.

Income Taxes

As of March 31, 2024, and September 30, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was (18.35%) and 43.32% for the six months ended March 31, 2024, and 2023 . The effective tax rate differs from the statutory tax rate of 21% due to valuation allowance on the deferred tax assets and permanent differences related to the business acquisition expenses and interest expense related to subscription agreement liability.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024, and September 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

As of March 31, 2024, and September 30, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was (14.11)% and 117.43% for the three months ended March 31, 2024 and 2023. Our effective tax rate was (18.35)% and 43.32% for the six months ended March 31, 2024 and 2023. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended March 31, 2024, and 2023, due to the valuation allowance on the deferred tax assets and permanent differences related to the business acquisition and stock-based compensation expenses.

Income Taxes

As of June 30, 2024, and September 30, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was (2.77)% and (17.26)% for the three months ended June 30, 2024 and 2023. Our effective tax rate was (7.62)% and 96.28% for the nine months ended June 30, 2024 and 2023. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended June 30, 2024, and 2023, due to the valuation allowance on the deferred tax assets and permanent differences related to the business acquisition, stock-based compensation expenses and non-deductible interest.

While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through June 30, 2024.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024, and September 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Debt Discounts

Debt discounts

Debt discounts relate to the issuance costs of some of the promissory notes to related parties, and are included in the condensed consolidated balance sheets as a direct deduction from the face amount of the promissory notes. Debt discounts are amortized over the term of the related promissory notes and included in the interest expense.

Debt Discounts

Debt discounts represent issuance costs related to subscription agreement liability, and are included in the condensed consolidated balance sheets as a direct deduction from the face amount of the subscription agreement liability. Debt discounts are amortized over the term of the related subscription agreements and are included in the interest expense.

Debt Discounts

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09)”, which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

Recent Accounting Pronouncements

Warrants	12 Months Ended
Warrants	Dec. 31, 2023
Warrants and Rights Note Disclosure [Abstract]
Warrants	9. Warrants On November 21, 2022, the Company granted 850,000 warrants each to Apeiron and Bradley Wickens for agreeing to extend their commitment in the exchangeable notes (convertible debt, note 8.3). The warrants are equity classified because they are freestanding financial instruments that are legally detachable and separately exercisable from the convertible notes and do not embody an obligation for the Company to repurchase its shares or provide any guarantee of value or return. These warrants were exercised on November 30, 2022. The Company valued the warrants using the Black-Scholes Merton option pricing model and determined the fair value of the Warrants to be $1.20 per unit. The key inputs to the valuation model included an average volatility of 61.9% based on a group of similar companies, a risk-free rate as of the grant date of 4.2% developed from a range between 3.8% and 4.6% and the fair value of the ordinary shares of $1.22 of the Company based on a recent financing. The Company assumed an exercise period of 2.5 years. The Company assumed a dividend payment rate of nil. These warrants have been recorded as a discount of $2.1 million to the Convertible debt.

Expenses and Other Non-Operating (Income) Expense, Net - Schedule Of Sales And Marketing Expenses (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Expenses And Other Non Operating Income Expense Net [Abstract]
Advertisement and publicity expenses	$ 144,584	$ 635,166
Employee salaries and benefits	1,371,468	1,788,941
Consultancy charges	1,602,332	1,538,729
Share-based payments to employees	2,649,012	375,721
Share-based payments to related parties	963,858	0
Total	$ 6,731,254	$ 4,338,557

Property and equipment, net

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Prepaid Expense and Other Assets, Current [Abstract]


	December 31, 2023			December 31, 2022
	(as restated)			(as restated)
Computers	$	195,140		$	181,784
Office equipment		290			495
Less—Accumulated depreciation		(115,837	)		(71,281	)
Property and equipment, net	$	79,593		$	110,998

Depreciation expense for the years ended December 31, 2023 and 2022 was $44,556 and $37,917 respectively.

Prepayments and Other Current Assets

12 Months Ended

Dec. 31, 2023


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
Prepaid expenses	$	130,309	$	214,514
Receivable from government authorities		582		4,155
Input tax credit		140,432		219,421
Other receivables		27,690		2,756
Total	$	299,013	$	440,846

Related Party Transactions - Summary of Outstanding balances as at reporting date (Details) - USD ($)

Dec. 31, 2023

Dec. 31, 2022

$ 6,225,815

$ 697,067

Short term convertible debt

777,576

621,791

132,269

^[1]

178,720

DBLP Sea Cow [Member]

447,067

697,067

350,000

225,000

7,999

Dan Wagner [Member]

191,405

147,605

172,476

111,845

Igor Lychagov [Member]

Richard Burchill [Member]

5,587,343

535

Arthur Yao [Member]

61,945

51,414

Peter Vesco [Member]

31,248

42,906

Steve Perry [Member]

Short term convertible debt

1,133

132,269

Sauvik Banerjjee [Member]

58,320

Anthony Sharp [Member]

127,325

129,460

Related party [Member]

Schedule of Loans Receivable

$ 119,844

[1]	Includes related party balances of $(119,844) as at December 31, 2023 and 2022, refer to note 14.

Loans Receivable (Tables)

12 Months Ended

Dec. 31, 2023

Receivables [Abstract]


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
Loans receivable		—		598,414
Total	$	—	$	598,414

Income Taxes (Details Narrative) - Armada Acquisition Corp I [Member] - USD ($)	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Line Items]
U.S federal operating loss carryforward	$ 0	$ 0
Change in valuation allowance	$ 198,808	$ 336,741

Ordinary Shares Issued at Nominal Value in Lieu of Services

12 Months Ended

Dec. 31, 2023

Stock Issued During Period At Nominal Value [Abstract]

Ordinary Shares Issued at Nominal Value in Lieu of Services

10.

Ordinary shares issued at nominal value in lieu of services

On February 15, 2022 the Company issued 5,000,000 ordinary shares to an advisor for services provided at a fair value of $1.80 per unit which were vested and allocated on the same date. The Company agreed to issue to the same advisor an additional 5,000,000 ordinary shares at the end of the year ending December 31, 2022 at a fair value of $1.80. The Company recognized $18.4 million as general and administrative costs with a corresponding credit in shareholders’ deficit. The fair value of the ordinary shares was based on a Black-Scholes model using an average volatility of 60.4% based on a group of similar companies, a risk-free rate available on the issuance date of 1.8% developed from a range between 0.0% and 2.4%, and the exercise price of £.0001 per share, and the fair value of the ordinary shares of the Company based on a recent financing. The expected term was nil and 3.4 years to exercise, respectively for each grant of 5,000,000 ordinary shares. The Company assumed a dividend payment rate of nil.

On November 30, 2022, the Company awarded 27,246,461 ordinary shares at a fair value of $1.20 per unit respectively to DBLP Sea Cow Limited (founding shareholder) in lieu of services to the Company which were vested and allotted on the same date. The Company recognized $33.4 million as a general and administrative cost with a corresponding credit in shareholders’ deficit in the year ended December 31, 2022. The fair value of the ordinary shares was based on a Black-Scholes model using an average volatility of 61.9% based on a group of similar companies, a risk-free rate available on the issuance date, the exercise price of £.0001 per share, and the fair value of the ordinary shares of the Company based on a recent financing. The Company assumed an exercise period of 2.5 years and a dividend payment rate of nil.

Debt and other liabilities - Schedule of the senior secured convertible note and secured convertible loans (Details) - Convertible Debt Related And Non Related Parties [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule Of The Senior Secured Convertible Note And Secured Convertible Loans [Line Items]
Accrued interest	$ 7,269	$ 3,221,233
Amortization of debt discount		163,976
Interest Expense, Debt, Total	$ 7,269	$ 3,385,209

Warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Nov. 21, 2022	Dec. 31, 2022
Bradley Wickens [Member]
Class of Warrant or Right [Line Items]
Class of warrant granted	850,000
Valuation Technique, Option Pricing Model [Member]
Class of Warrant or Right [Line Items]
Debt conversion discount amount	$ 2.1
Valuation Technique, Option Pricing Model [Member] \| Warrant [Member]
Class of Warrant or Right [Line Items]
Volatility		61.90%
Risk free rate		4.20%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum		3.80%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum		4.60%
Share price		$ 1.22
Class of warrant or right exercise period	2 years 6 months
Dividend payment rate	0.00%
Black Scholes Merton Option Pricing Model [Member] \| Warrant [Member]
Class of Warrant or Right [Line Items]
Fair value of the warrants price per unit	$ 1.2

Prepayments and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2023

Prepaid Expense and Other Assets, Current [Abstract]

Summary of prepayments and other current assets


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
Prepaid expenses	$	130,309	$	214,514
Receivable from government authorities		582		4,155
Input tax credit		140,432		219,421
Other receivables		27,690		2,756
Total	$	299,013	$	440,846

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Restatement of Consolidated Statement of Cash Flow (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities:
Net loss	$ (30,736,098)	$ (110,712,948)
Net loss		(110,712,948)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation and amortization	242,436	244,208
Unrealized foreign exchange (gain)/loss	375,298	(277,838)
Share based compensation issued to related parties for consultancy services	3,646,017	39,501,701
Share based compensation for consultancy services		18,417,816
Employee share based compensation	5,079,201	2,115,015
Impairment of ROU asset, net of lease termination		46,236
Impairment of prepayments and other current assets		731,940
Impairment of accounts receivable		334,952
Impairment of goodwill		44,438
Impairment of investment in ANY		14,600,000
Interest expense	4,791,782	3,884,695
Changes in operating assets and liabilities:
Decrease/(increase) in accounts receivable	(3,679)	712,554
(Increase) in prepayment and other current assets	(416,069)	(56,523)
(Decrease) in operating lease liability		(46,236)
Decrease in receivable with related parties		168,754
Increase in accounts payable, accrued expenses and other payables	2,310,465	3,340,539
Increase (decrease) in payables to related parties	552,456	161,791
Net cash used in operating activities	(13,001,875)	(26,788,906)
Cash Flows from Investing Activities:
Purchase of property and equipment	(14,376)	(36,854)
Development of intangible assets	(1,767,148)
Net cash provided by investing activities	(1,781,524)	(36,854)
Cash Flows from Financing Activities:
Proceeds from issuance of ordinary shares		2,499,920
Proceeds from long-term debt obligation	2,625,000	21,500,000
Net cash provided by (used in) financing activities	14,712,061	23,999,920
Effect of exchange rate changes on cash	42,399	177,287
Net change in cash	(28,939)	(2,648,553)
Cash, beginning of the period	39,380	2,687,933
Cash, end of the period	10,441	39,380
As filed [Member]
Cash Flows from Operating Activities:
Net loss		(104,105,437)
Net loss		(104,105,438)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation and amortization		742,113
Unrealized foreign exchange (gain)/loss		(277,838)
Share based compensation issued to related parties for consultancy services		39,501,701
Share based compensation for consultancy services		18,417,816
Employee share based compensation		2,115,015
Impairment of ROU asset, net of lease termination		46,236
Impairment of prepayments and other current assets		731,940
Impairment of accounts receivable		334,952
Impairment of goodwill		7,418,302
Deferred tax benefit		(243,835)
Interest expense		3,884,695
Changes in operating assets and liabilities:
Decrease/(increase) in accounts receivable		646,661
(Increase) in prepayment and other current assets		(215,468)
(Decrease) in operating lease liability		(46,236)
Decrease in receivable with related parties		(245,266)
Increase in accounts payable, accrued expenses and other payables		4,766,607
Increase (decrease) in payables to related parties		(234,880)
Net cash used in operating activities		(26,762,923)
Cash Flows from Investing Activities:
Purchase of property and equipment		(25,973)
Net cash provided by investing activities		(25,973)
Cash Flows from Financing Activities:
Proceeds from issuance of ordinary shares		2,499,920
Proceeds from long-term debt obligation		21,500,000
Net cash provided by (used in) financing activities		23,999,920
Effect of exchange rate changes on cash		140,658
Net change in cash		(2,648,318)
Cash, beginning of the period	41,709	2,690,024
Cash, end of the period		41,709
Restatement adjustments [Member]
Cash Flows from Operating Activities:
Net loss	6,600,000	(31,585,141)
Net loss		(6,607,510)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation and amortization		(497,905)
Impairment of goodwill		(7,373,864)
Impairment of investment in ANY		14,600,000
Deferred tax benefit		243,835
Changes in operating assets and liabilities:
Decrease/(increase) in accounts receivable		65,893
(Increase) in prepayment and other current assets		158,945
Decrease in receivable with related parties		414,020
Increase in accounts payable, accrued expenses and other payables		(1,426,068)
Increase (decrease) in payables to related parties		396,671
Net cash used in operating activities		(25,983)
Cash Flows from Investing Activities:
Purchase of property and equipment		(14,376)
Development of intangible assets		(1,767,148)
Net cash provided by investing activities		(1,781,524)
Cash Flows from Financing Activities:
Effect of exchange rate changes on cash		36,639
Net change in cash		(235)
Cash, beginning of the period	$ (2,329)	(2,091)
Cash, end of the period		$ (2,329)

Income Taxes - Current Income Tax Expense (Benefit) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Current Income Tax Expense Benefit [Line Items]
Current Income Tax Expense (Benefit)	$ 63,408	$ 38,765
TAIWAN
Current Income Tax Expense Benefit [Line Items]
Current Foreign Tax Expense (Benefit)		10,639
INDIA
Current Income Tax Expense Benefit [Line Items]
Current Foreign Tax Expense (Benefit)	$ 63,408	$ 28,126

Debt and other liabilities

12 Months Ended

Dec. 31, 2023

Debt and Other Liabilities [Abstract]

Debt and other liabilities


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
Short-term debt and other liabilities
Short-term debt to related parties (8.1)	$	6,225,815	$	697,067
Short term convertible debt to related party (8.4)		132,269
Ordinary shares payable (8.2)		8,223,928		—
Share-based payment liability (8.5)		1,311,028		—
Convertible debt (8.3)		31,088,259		—
Non-current debt and other liabilities
Share-based payment liability (8.4)		—		1,177,617
Convertible debt (8.3)		—		25,302,709

8.1.

Unsecured interest free loan taken from related party (DBLP Sea Cow Ltd) of $447,067 is repayable on demand. During the year ended December 31, 2023, the Company repaid $250,000 to DBLP Sea Cow Ltd. Additionally, DBLP Sea Cow Ltd is owed $191,405 for amounts to be re-imbursed for expenses incurred on behalf of Rezolve at December 31, 2023, nil for 2022.

In March 2023, the Company obtained two unsecured convertible loans from a related party (Igor Lychagov) consisting of $2,000,000 and €2,000,000. Each loan bears a borrowing fee of $660,000 and €660,000, respectively, which has been recorded in interest expense in the year ended December 31, 2023, a total $5,587,343. The loans were due to mature on July 31, 2023 or at the option of the investor, can be converted into ordinary shares of the Company including the accrued borrowing fees at a conversion rate of 0.50 to the Company’s share price at listing after completing any reorganization. The loans were not repaid by the maturity date at which until further terms and conditions are negotiated such as extended repayment terms or conversion into ordinary shares of the Company, the Company was in default of the two unsecured convertible loans and the loans remained repayable on demand at December 31, 2023. On January 26, 2024, the two unsecured convertible loans were added to the Company’s senior secured convertible notes (note 8.3). The loan principal and accrued borrowing fees were rounded to a sum of $8,000,000. The key terms of the loan amendment include that of the senior secured convertible notes, as noted below:

•

The maturity date was extended to three years from the date of an IPO or Business Combination, or December 31, 2024 if an IPO or Business Combination with a publicly listed company has not yet occurred by December 31, 2024.

•

The interest rate was reduced to 7.5% per annum from the date that the amendment was executed.

•

Conversion into ordinary shares of the Company is at the option of the investor from any date of an IPO or Business Combination with a publicly listed company.

•

The conversion price has been amended to seventy per cent of the lesser of 1) the price per share implied in connection with an IPO or Business Combination with a publicly listed company and 2) the annual volume-weighted average share price of the Company on the last calendar day of each calendar year ending after the date of an IPO or Business Combination with a publicly listed company and prior to the maturity date.

As a result of the loan amendment and addition to the Company’s senior secured convertible notes, the default was remediated.

8.2.

On May 25, 2023, the Company offered to all existing investors and employees of the Company an advanced subscription agreement for ordinary shares of the Company at a discount from the pre-close equity value of the Company per share (“the Rights Issue”) in connection with its business combination with Armada Acquisition Corp I (refer to note 8.3). The Company expects prior to the close of the business combination to complete a reorganization under the Demerger, such that the existing shares transferred from Rezolve Limited to Rezolve AI Limited would result in a transfer of shares of approximately 6.1 ordinary shares to 1 of Rezolve Limited for one share of Rezolve AI Limited. In connection with the funding received through advanced subscription agreements as of December 31, 2023, the number of ordinary shares to be issued as part of the Rights Issue post re-organization is fixed at 1,180,735 and will not fluctuate with the Company’s pre-close equity value of the Company or that of Armada Acquisition Corp I. The Company may receive additional funding under advanced subscription agreements which would increase the number of Ordinary shares to issue post-reorganization.

8.3.

On December 17, 2021, the Company and Armada Acquisition Corp I, a special purpose acquisition company (“SPAC”) listed on the Nasdaq Capital Market (“NASDAQ”), and certain other parties entered into a definitive agreement for a business combination that would result in Rezolve becoming a publicly listed company upon completion of the aforementioned transaction. The transaction included a $41 million fully committed private placement of ordinary shares of the combined company (the “PIPE”), $20 million of which has been advanced to Rezolve pursuant to a secured convertible loan note as further described below. The transaction is expected to close by the end of 2024.

In accordance with the executed subscription agreements, the investors that pre-funded the PIPE entered into an agreement to purchase secured convertible notes of the Company for a total of $20 million. Prior to amending the terms on May 23, 2023 (further below), these notes were due to mature on December 16, 2023, and were redeemable by the noteholder on the occurrence of:

•

On maturity, with interest accrued at 20% per annum, or

•

On redemption, at the principal amount if the Company becomes insolvent, enters into administration, winds up, incurs an event of default, liquidates, or dissolves (except for the purposes of reorganization or amalgamation), with interest accrued unless the loan is converted into ordinary shares.

Immediately prior to an IPO or SPAC transaction, the principal amount and accrued interest is converted into ordinary shares at a 30% discount to the pre-close equity value of the Company.

The interest rate is 20% per annum, and is reduced in the following events to:

•

10% per annum if the IPO or SPAC transaction occurred prior to December 16, 2022, and

•

15% per annum if the IPO or SPAC transaction occurs between December 16, 2022 and June 16, 2023.

Upon the issuance of the notes, the amount pre-funded by each participating investor reduces their remaining respective commitment in the PIPE.

On November 21, 2022, the original as well as a new PIPE investor agreed to extend their commitment under the notes, by committing an additional $4 million which was drawn by December 31, 2022. In return for their commitment, the Company granted each investor 850,000 warrants (refer to note 9). These warrants have been accounted for as a discount to the convertible debt. The Company also agreed to provide as collateral all buildings, fittings, fixtures and intellectual property.

The secured convertible notes has been accounted for as a liability in accordance with ASC 470–20. The Company has adopted ASU 2020-06, and therefore no bifurcation of the beneficial conversion feature has been recorded in equity. Debt discount, comprised of the fair value of the warrants issued to lenders with issuance of the convertible debt aggregating approximately $2.1 million were initially recorded as a reduction to the principal amount of the debt and will be amortized to interest expense on a straight line basis over the contractual terms of the secured convertible loan notes. The Company estimates that the difference between amortizing the debt discounts and the issuance costs using the straight line method as compared to using effective interest rate method is immaterial. Debt discount, comprised of the fair value of the warrants issued to lenders with issuance of the convertible debt aggregating approximately $2.1 million were initially recorded as a reduction to the principal amount of the debt and will be amortized to interest expense using the effective interest method.

The Company has not incurred any significant debt issuance costs and has expensed them as incurred.

On May 23, 2023, the Company executed a further amendment to the secured convertible loan notes.

The amendments are as follows:

•

An additional $15,625,000 commitment has been added to the principal amount of the notes, split between a

•

Conversion of accrued interest of $3,000,000 into loan principal. Additionally $1.5m of Loans for no value , plus $1,040,989 of interest foregone giving total of $4,041,989 of total interest capitalized.

•

$1,250,000 of loan principal previously advanced in February 2023

•

$125,000 of loan principal advanced by a director and related party in February 2023

•

An additional $2,750,000 of loan notes to be advanced, and

•

$8,500,000 in notes upon completion of the Demerger, for which no monetary consideration will be received by the Company

•

The interest rate was reduced to 7.5% per annum from the date that the amendment was executed.

•

Conversion into ordinary shares of the Company is at the option of the investor from any date of an IPO or Business Combination with a publicly listed company.

•

The conversion price has been amended to seventy percent of the lesser of 1) the price per share implied in connection with an IPO or Business Combination with a publicly listed company and 2) the annual volume-weighted average share price of the Company on the last calendar day of each calendar year ending after the date of an IPO or Business Combination with a publicly listed company and prior to the maturity date.

(1)

Under the May 23, 2023 amendment terms of the secured convertible notes, Rezolve has given certain covenants to the noteholders which remain in force while the convertible notes are outstanding, including that the Rezolve group shall not incur any indebtedness that would rank senior to the secured convertible notes without the prior consent of holders of more than two thirds of the aggregate principal amount of the secured convertible notes outstanding from time to time (“he “Noteholder Majority”); and

(ii)

for so long as one or more of Apeiron Investment Group Ltd and any of their affiliates (including any other person with the prior written consent of Rezolve, not to be unreasonably withheld, delayed or conditioned) holds at least $20,000,000 in aggregate of the principal amount of the Convertible Notes from time to time, the Rezolve group shall not enter into any Extraordinary Transactions (as defined below) without the prior consent of a Noteholder Majority.

The definition of “Extraordinary Transactions” covers the occurrence of (a) making, or permitting any subsidiary to make, any loan or advance to any person unless such person is wholly owned by Rezolve or, in the case of a natural person, is an employee or director of Rezolve and such loan or advance is made in the ordinary course of business under the terms of an employee share or option plan that has been notified to the noteholders; (b) guaranteeing, directly or indirectly, or permitting any subsidiary to guarantee, directly or indirectly, any indebtedness except for trade accounts of Rezolve or any subsidiary arising in the ordinary course of business; (c) changing the principal business of Rezolve, entering new lines of business, or exiting the current line of business; (d) selling, assigning, licensing, charging, pledging, or encumbering material technology or intellectual property, other than licenses granted in the ordinary course of business (e) entering into any corporate strategic relationship, joint venture, cooperation or other similar agreement, other than in the ordinary course of business; (f) acquiring or disposing of assets (including shares) (x) where the consideration paid or received exceeds 20% of the average market capitalization of Rezolve for the 90 calendar days prior to such M&A (merger or acquisition) transaction (calculated based on the volume-weighted average share price of the Rezolve shares in that period) or (y) other than (A) on arm’s length terms, and (B) for the purpose of promoting the success of Rezolve; (g) amending the articles of association of Rezolve in a manner that is adverse to the noteholders; (h) effecting any merger, combination, reorganization, scheme of arrangement, restructuring plan or other similar transaction; and (i) liquidating, dissolving or winding up the affairs of Rezolve.

Upon execution of the amendment the secured convertible notes are then referred to as “the senior secured convertible notes”.

Upon execution of the senior secured convertible note on May 23, 2023, and extension to the maturity date to at least December 31, 2024, the Company classified the Convertible debt as non-current as at December 31, 2022 under the guidance in ASC 470-10-45-14.

The execution of the senior secured convertible note has been accounted for as troubled debt restructuring since May 23, 2023. No gain has been recognized.

The carrying value of the convertible debt does not include the $8,500,000 of notes issuable upon completion of the Demerger. These are contingent upon completion of the Demerger and will only be included in the carrying amount of the convertible debt upon completion of the Demerger.

The carrying amount of the convertible debt was as follows:


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
Convertible debt
Principal amount of notes	$	—	$	24,000,000
Accrued interest		—		3,221,233
Discount on convertible debt		—		(1,918,524	)
Short term convertible debt to related party		132,269
Convertible debt under troubled debt restructuring		31,088,259		—
		31,220,528		25,302,709

The Company has not incurred any material debt issuance costs.

The following table sets forth the interest expense recognized related to the senior secured convertible notes and unsecured convertible loans:


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
Convertible debt
Accrued interest	$	7,269	$	3,221,233
Amortization of debt discount		—		163,976
		7,269		3,385,209

8.4.

A Short term convertible debt to a related party of $132,269 was also added to the Company’s senior secured convertible note. Including $125,000 of convertible debt and $7,269 of interest.

8.5.

On October 7, 2021, the Group acquired Jaymax International Service Inc. (“Jaymax”) (later renamed to “Rezolve Taiwan Limited”). As part of the acquisition of Jaymax, the Company agreed to issue $1,400,000 in Rezolve ordinary share to Jaymax’s former owner for completion of a 3-year noncompete period which began on the October 7, 2021. The cost of the share-based payment is considered to have vested immediately upon commencement of the non-compete period as the Company’s assumption is that that it is more likely than not that the former owner will not breach the non-compete agreement. The share-based payment liability is to be settled by a fixed dollar amount of shares and therefore represents a liability in accordance with ASC 480. The liability has been measured at fair value using a discounted cash-flow model and a market participant borrowing rate of 10.8%. The Company has considered this to be a non-recurring item.

Debt and other liabilities - Schedule of Short-Term Debt and Other Liabilities (Detail) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Short-term debt and other liabilities
Short-term debt to related parties (8.1)	$ 6,225,815	$ 697,067
Short term convertible debt to related party (8.4)	132,269
Ordinary shares payable (8.2)	8,223,928
Share-based payment liability (8.5)	1,311,028
Convertible debt (8.3)	31,088,259
Non-current debt and other liabilities
Share-based payment liability	0	1,177,617
Convertible debt	$ 0	$ 25,302,709

Debt and other liabilities - Schedule of Convertible debt (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Convertible Debt [Line Items]
Short term convertible debt to related party	$ 132,269
Convertible Debt Related And Non Related Parties [Member]
Convertible Debt [Line Items]
Principal amount of notes		$ 24,000,000
Accrued interest		3,221,233
Discount on convertible debt		(1,918,524)
Convertible debt under troubled debt restructuring	31,088,259
Convertible debt	31,220,528	$ 25,302,709
Convertible Debt Related And Non Related Parties [Member] \| Related Party [Member]
Convertible Debt [Line Items]
Short term convertible debt to related party	$ 132,269

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Total	As filed [Member]	Related Party [Member]	DBLP Sea Cow [Member]	Advisor [Member]	Armada Acquisition Corp I [Member]	ANY [Member]	Excercise Of Warrants [Member]	Subscription Agreement [Member] Armada Acquisition Corp I [Member] Sponsor [Member]	Common Stock [Member] Armada Acquisition Corp I [Member]	Common Stock [Member] Series A shares [Member]	Common Stock [Member] Ordinary shares [Member]	Common Stock [Member] Ordinary shares [Member] Related Party [Member]	Common Stock [Member] Ordinary shares [Member] DBLP Sea Cow [Member]	Common Stock [Member] Ordinary shares [Member] Advisor [Member]	Common Stock [Member] Ordinary shares [Member] ANY [Member]	Common Stock [Member] Ordinary shares [Member] Excercise Of Warrants [Member]	Additional paid-in capital [Member]	Additional paid-in capital [Member] Related Party [Member]	Additional paid-in capital [Member] DBLP Sea Cow [Member]	Additional paid-in capital [Member] Advisor [Member]	Additional paid-in capital [Member] Armada Acquisition Corp I [Member]	Additional paid-in capital [Member] ANY [Member]	Additional paid-in capital [Member] Excercise Of Warrants [Member]	Additional paid-in capital [Member] Subscription Agreement [Member] Armada Acquisition Corp I [Member] Sponsor [Member]	Accumulated deficit [Member]	Accumulated deficit [Member] Armada Acquisition Corp I [Member]	Accumulated deficit [Member] Armada Acquisition Corp I [Member] As filed [Member]	Accumulated deficit [Member] Subscription Agreement [Member] Armada Acquisition Corp I [Member] Sponsor [Member]	Share subscription receivable [Member]	Share subscription receivable [Member] DBLP Sea Cow [Member]	Accumulated other comprehensive income [Member]
Beginning balance, value at Sep. 30, 2021						$ 910,477				$ 683												$ 1,378,693					$ (468,899)
Beginning balance, shares at Sep. 30, 2021										6,834,500
Forfeiture of founder shares										$ (113)												113
Forfeiture of founder shares (in shares)										(1,125,000)
Stock-based compensation						111,852																111,852
Subsequent remeasurement of common stock subject to possible redemption						(548,862)																(548,862)
Net loss						(3,622,794)				$ (998,785)												0					(3,622,794)
Ending balance, value at Sep. 30, 2022						(3,149,327)				$ 570												941,796					(4,091,693)
Ending balance, shares at Sep. 30, 2022										5,709,500
Beginning balance, value at Dec. 31, 2021	$ (1,192,451)										$ 3,868	$ 122,427						$ 83,692,381								$ (84,842,384)				$ (175,505)		$ 6,762
Beginning balance, shares at Dec. 31, 2021											28,039,517	891,818,882
Common Stock issued to Sponsor	2,499,920											$ 166						2,499,754
Common Stock issued to Sponsor, shares												2,040,816
Ordinary shares issued				$ 3,225			$ 14,860,000	$ 2,082,500								$ 1,993	$ 192						$ 14,858,007	$ 2,082,308
Ordinary shares issued, shares																14,427,185	1,700,000
Foreign currency translation (loss)	(87,941)																															(87,941)
ANY shares reverted, share																(14,427,185)
ANY shares reverted, value																$ (1,993)							$ 1,993
Employee share-based compensation	2,115,015																	2,115,015
Share-based compensation to consultant, share					5,000,000									27,246,461	5,000,000
Share-based compensation to consultant, value				39,498,486	$ 18,417,816									$ 3,215	$ 677					$ 39,498,486	$ 18,417,139										$ (3,215)
Net loss	(110,712,948)	$ (104,105,437)																								(110,712,948)
Ending balance, value at Dec. 31, 2022	(32,519,603)	(27,314,998)				(4,993,680)				$ 570	$ 3,868	$ 126,677						163,165,083				969,759				(195,555,332)	(5,964,009)			(178,720)		(81,179)
Ending balance, shares at Dec. 31, 2022										5,709,500	28,039,517	927,806,159
Beginning balance, value at Sep. 30, 2022						(3,149,327)				$ 570												941,796					(4,091,693)
Beginning balance, shares at Sep. 30, 2022										5,709,500
Stock-based compensation						27,963																27,963
Subsequent remeasurement of common stock subject to possible redemption						(2,479,343)																0					(2,479,343)
Net loss						607,027																					607,027
Ending balance, value at Dec. 31, 2022	(32,519,603)	(27,314,998)				(4,993,680)				$ 570	$ 3,868	$ 126,677						163,165,083				969,759				(195,555,332)	(5,964,009)			(178,720)		(81,179)
Ending balance, shares at Dec. 31, 2022										5,709,500	28,039,517	927,806,159
Beginning balance, value at Sep. 30, 2022						(3,149,327)				$ 570												941,796					(4,091,693)
Beginning balance, shares at Sep. 30, 2022										5,709,500
Excise tax payable on redemption						1,170,799
Net loss						579,884				$ 193,497
Ending balance, value at Mar. 31, 2023						(6,832,733)				$ 570												0					(6,833,303)
Ending balance, shares at Mar. 31, 2023										5,709,500
Beginning balance, value at Sep. 30, 2022						(3,149,327)				$ 570												941,796					(4,091,693)
Beginning balance, shares at Sep. 30, 2022										5,709,500
Excise tax payable on redemption						1,170,799
Net loss						20,300				$ 8,004
Ending balance, value at Jun. 30, 2023						(7,587,085)				$ 570												134,363					(7,722,018)
Ending balance, shares at Jun. 30, 2023										5,709,500
Beginning balance, value at Sep. 30, 2022						(3,149,327)				$ 570												941,796					(4,091,693)
Beginning balance, shares at Sep. 30, 2022										5,709,500
Stock-based compensation						218,254																218,254
Capital contribution made by Sponsor related to the stockholder non-redemption agreements						1,102,909																1,102,909
Cost of raising capital related to the stockholder non-redemption agreements						(1,102,909)																(1,102,909)
Excise tax payable on redemption						(1,291,751)																(1,160,050)					(131,701)
Subsequent remeasurement of common stock subject to possible redemption						(3,943,038)																					(3,943,038)
Net loss						(320,150)				$ (140,949)																	(320,150)
Ending balance, value at Sep. 30, 2023						(8,486,012)				$ 570												0					(8,486,582)
Ending balance, shares at Sep. 30, 2023										5,709,500
Beginning balance, value at Dec. 31, 2022	(32,519,603)	(27,314,998)				(4,993,680)				$ 570	$ 3,868	$ 126,677						163,165,083				969,759				(195,555,332)	(5,964,009)			(178,720)		(81,179)
Beginning balance, shares at Dec. 31, 2022										5,709,500	28,039,517	927,806,159
Stock-based compensation						27,963																27,963
Capital contribution made by Sponsor related to the stockholder non-redemption agreements																						1,102,909
Cost of raising capital related to the stockholder non-redemption agreements																						(1,102,909)
Excise tax payable on redemption						(1,170,799)																(997,722)					(173,077)
Subsequent remeasurement of common stock subject to possible redemption						(669,074)																0					(669,074)
Net loss						(27,143)				$ (11,538)																	(27,143)
Ending balance, value at Mar. 31, 2023						(6,832,733)				$ 570												0					(6,833,303)
Ending balance, shares at Mar. 31, 2023										5,709,500
Beginning balance, value at Dec. 31, 2022	(32,519,603)	$ (27,314,998)				(4,993,680)				$ 570	$ 3,868	$ 126,677						163,165,083				969,759				(195,555,332)	(5,964,009)			(178,720)		(81,179)
Beginning balance, shares at Dec. 31, 2022										5,709,500	28,039,517	927,806,159
Common Stock issued to Sponsor	115,190																	115,190
Ordinary shares issued			$ 199,974										$ 20						$ 199,954
Ordinary shares issued, shares													163,265
Ordinary shares issued from exercise of share-options, shares												5,000,000
Ordinary shares issued from exercise of share-options, value												$ 613						(613)
Foreign currency translation (loss)	(69,565)																															(69,565)
Employee share-based compensation	5,079,201																	5,079,201
Share-based compensation to consultant, value				$ 3,646,017																$ 3,646,017
Net loss	(30,736,098)																									(30,736,098)
Ending balance, value at Dec. 31, 2023	(54,284,884)					(9,155,176)				$ 570	$ 3,868	$ 127,310						172,204,832				159,036				(226,291,430)	(9,155,746)	$ (9,314,780)		(178,720)		(150,744)
Ending balance, shares at Dec. 31, 2023										5,709,500	28,039,517	932,969,424
Beginning balance, value at Mar. 31, 2023						(6,832,733)				$ 570												0					(6,833,303)
Beginning balance, shares at Mar. 31, 2023										5,709,500
Stock-based compensation						134,363																134,363
Subsequent remeasurement of common stock subject to possible redemption						(329,131)																					(329,131)
Net loss						(559,584)				$ (346,585)																	(559,584)
Ending balance, value at Jun. 30, 2023						(7,587,085)				$ 570												134,363					(7,722,018)
Ending balance, shares at Jun. 30, 2023										5,709,500
Beginning balance, value at Sep. 30, 2023						(8,486,012)				$ 570												0					(8,486,582)
Beginning balance, shares at Sep. 30, 2023										5,709,500
Stock-based compensation						50,400																50,400					0
Proceeds allocated to Sponsor Shares for subscription agreement liability (see note 4)						108,634			$ 108,634													108,634			$ 108,634				$ 0
Subsequent remeasurement of common stock subject to possible redemption						(467,884)																(159,034)					(308,850)	(467,884)
Net loss						(360,314)																					(360,314)
Ending balance, value at Dec. 31, 2023	(54,284,884)					(9,155,176)				$ 570	$ 3,868	$ 127,310						172,204,832				159,036				(226,291,430)	(9,155,746)	(9,314,780)		(178,720)		(150,744)
Ending balance, shares at Dec. 31, 2023										5,709,500	28,039,517	932,969,424
Beginning balance, value at Sep. 30, 2023						(8,486,012)				$ 570												0					(8,486,582)
Beginning balance, shares at Sep. 30, 2023										5,709,500
Excise tax payable on redemption						103,845
Net loss						(741,160)				$ (539,730)
Ending balance, value at Mar. 31, 2024						(9,636,093)				$ 570												0					(9,636,663)
Ending balance, shares at Mar. 31, 2024										5,709,500
Beginning balance, value at Sep. 30, 2023						(8,486,012)				$ 570												0					(8,486,582)
Beginning balance, shares at Sep. 30, 2023										5,709,500
Excise tax payable on redemption						103,845
Net loss						(2,164,255)				$ (1,625,155)
Ending balance, value at Jun. 30, 2024						(10,798,027)				$ 570												261,161					(11,059,758)
Ending balance, shares at Jun. 30, 2024										5,709,500
Beginning balance, value at Dec. 31, 2023	$ (54,284,884)					(9,155,176)				$ 570	$ 3,868	$ 127,310						$ 172,204,832				159,036				$ (226,291,430)	(9,155,746)	$ (9,314,780)		$ (178,720)		$ (150,744)
Beginning balance, shares at Dec. 31, 2023										5,709,500	28,039,517	932,969,424
Stock-based compensation						25,200																25,200					0
Proceeds allocated to Sponsor Shares for subscription agreement liability (see note 4)						325,826			$ 325,826													325,826			$ 325,826				$ 0
Excise tax payable on redemption						(103,845)																(3,774)					(100,071)
Subsequent remeasurement of common stock subject to possible redemption						(347,252)																(347,252)					0
Net loss						(380,846)				$ (285,914)																	(380,846)
Ending balance, value at Mar. 31, 2024						(9,636,093)				$ 570												0					(9,636,663)
Ending balance, shares at Mar. 31, 2024										5,709,500
Stock-based compensation						526,209																526,209
Proceeds allocated to Sponsor Shares for subscription agreement liability (see note 4)						28,292																28,292
Subsequent remeasurement of common stock subject to possible redemption						(293,340)																(293,340)
Net loss						(1,423,095)				$ (1,140,024)																	(1,423,095)
Ending balance, value at Jun. 30, 2024						$ (10,798,027)				$ 570												$ 261,161					$ (11,059,758)
Ending balance, shares at Jun. 30, 2024										5,709,500

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Estimated Useful Life of Property Plant and Equipment (Details)	Dec. 31, 2023
Computer [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life of Property Plant and Equipment	3 years
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life of Property Plant and Equipment	3 years

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Fair Value Measurement at Reporting Date (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Recurring [Member] \| Share-based payment liability [Member] \| Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, Fair Value	$ 1,311,028	$ 1,177,617

Stockholders' Deficit	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
Stockholders' Deficit	Dec. 31, 2023	Mar. 31, 2024	Jun. 30, 2024	Sep. 30, 2023
Armada Acquisition Corp I [Member]
Class of Stock [Line Items]
Stockholders' Deficit	Note 6 — Stockholders’ Deficit Preferred stock The Company is authorized to issue 1,000,000 shares of preferred stock with apar value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2023 and September 30, 2023, there were no shares of preferred stock issued or outstanding. Common stock The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. At December 31, 2023 and September 30, 2023, there were 5,709,500 shares of common stock issued and outstanding, excluding 2,363,349 and 2,363,349 shares subject to redemption, respectively. On February 3, 2021, affiliates of the Sponsor paid $25,000, or approximately $0.006 per share, to cover certain offering costs in consideration for 4,312,500 Founder Shares. On February 8, 2021, EarlyBirdCapital, Inc. and Northland purchased 162,500 and 87,500 representative shares, respectively, at an average purchase price of approximately $0.0001 per share, or an aggregate purchase price of $25.00. On May 29, 2021, Northland returned 87,500 shares of common stock to the Company, for no consideration, which were subsequently cancelled and on June 16, 2021, the Sponsor purchased an additional 700,000 shares of common stock at a purchase price of $0.006 per share, resulting in the Sponsor holding an aggregate of 5,012,500 shares of common stock. On June 16, 2021, the Sponsor transferred 50,000 shares to its Chief Executive Officer and to its President and 35,000 shares to each of its three outside directors. The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part. On October 1, 2021 the underwriter’s over-allotment option expired unused resulting in 1,125,000 founder shares forfeited to the Company for no consideration. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve the initial Business Combination, the Sponsor, as well as all of the Company’s officers and directors, have agreed to vote their respective shares of common stock owned by them immediately prior to the IPO and any shares purchased in the IPO or following the IPO in the open market in favor of the proposed Business Combination. Warrants Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination. However, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within 90 days following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In the event of such cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. The warrants will expire on the fifth anniversary of the completion of an initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant, in whole and not in part: • at any time after the warrants become exercisable, • upon not less than 30 days’ prior written notice of redemption to each warrant holder • if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations) for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities.	Note 7 — Stockholders’ Deficit Preferred stock The Company is authorized to issue 1,000,000 shares of preferred stock with apar value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2024 and September 30, 2023, there were no shares of preferred stock issued or outstanding. Common stock The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. At March 31, 2024 and September 30, 2023, there were 5,709,500 shares of common stock issued and outstanding, excluding 1,417,687 and 2,363,349 shares subject to redemption, respectively. On February 3, 2021, affiliates of the Sponsor paid $25,000, or approximately $0.006 per share, to cover certain offering costs in consideration for 4,312,500 Founder Shares. On February 8, 2021, EarlyBirdCapital, Inc. and Northland purchased 162,500 and 87,500 representative shares, respectively, at an average purchase price of approximately $0.0001 per share, or an aggregate purchase price of $25.00. On May 29, 2021, Northland returned 87,500 shares of common stock to the Company, for no consideration, which were subsequently cancelled and on June 16, 2021, the Sponsor purchased an additional 700,000 shares of common stock at a purchase price of $0.006 per share, resulting in the Sponsor holding an aggregate of 5,012,500 shares of common stock. On June 16, 2021, the Sponsor transferred 50,000 shares to its Chief Executive Officer and to its President and 35,000 shares to each of its three outside directors. The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part. On October 1, 2021 the underwriter’s over-allotment option expired unused resulting in 1,125,000 founder shares forfeited to the Company for no consideration. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve the initial Business Combination, the Sponsor, as well as all of the Company’s officers and directors, have agreed to vote their respective shares of common stock owned by them immediately prior to the IPO and any shares purchased in the IPO or following the IPO in the open market in favor of the proposed Business Combination. Warrants Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination. However, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within 90 days following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In the event of such cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. The warrants will expire on the fifth anniversary of the completion of an initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant, in whole and not in part: • at any time after the warrants become exercisable, • upon not less than 30 days’ prior written notice of redemption to each warrant holder • if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations) for any 20 trading days within a30-tradingday period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities.	Note 7 — Stockholders’ Deficit Preferred stock The Company is authorized to issue 1,000,000 shares of preferred stock with apar value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2024 and September 30, 2023, there were no shares of preferred stock issued or outstanding. Common stock The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. At June 30, 2024 and September 30, 2023, there were 5,709,500 shares of common stock issued and outstanding, excluding 1,417,687 and 2,363,349 shares subject to redemption, respectively. On February 3, 2021, affiliates of the Sponsor paid $25,000, or approximately $0.006 per share, to cover certain offering costs in consideration for 4,312,500 Founder Shares. On February 8, 2021, EarlyBirdCapital, Inc. and Northland purchased 162,500 and 87,500 representative shares, respectively, at an average purchase price of approximately $0.0001 per share, or an aggregate purchase price of $25.00. On May 29, 2021, Northland returned 87,500 shares of common stock to the Company, for no consideration, which were subsequently cancelled and on June 16, 2021, the Sponsor purchased an additional 700,000 shares of common stock at a purchase price of $0.006 per share, resulting in the Sponsor holding an aggregate of 5,012,500 shares of common stock. On June 16, 2021, the Sponsor transferred 50,000 shares to its Chief Executive Officer and to its President and 35,000 shares to each of its three outside directors. The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part. On October 1, 2021 the underwriter’s over-allotment option expired unused resulting in 1,125,000 founder shares forfeited to the Company for no consideration. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve the initial Business Combination, the Sponsor, as well as all of the Company’s officers and directors, have agreed to vote their respective shares of common stock owned by them immediately prior to the IPO and any shares purchased in the IPO or following the IPO in the open market in favor of the proposed Business Combination. Warrants Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination. However, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within 90 days following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In the event of such cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. The warrants will expire on the fifth anniversary of the completion of an initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant, in whole and not in part: • at any time after the warrants become exercisable, • upon not less than 30 days’ prior written notice of redemption to each warrant holder • if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations) for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities.	Note 6 — Stockholders’ Equity Preferred stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2023 and 2022, there were no shares of preferred stock issued or outstanding. Common stock The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. At September 30, 2023 and 2022, there were 5,709,500 shares of common stock issued and outstanding, excluding 2,363,349 and 15,000,000 shares subject to redemption, respectively. On February 3, 2021, affiliates of the Sponsor paid $25,000, or approximately $0.006 per share, to cover certain offering costs in consideration for 4,312,500 Founder Shares. On February 8, 2021, EarlyBirdCapital, Inc. and Northland purchased 162,500 and 87,500 representative shares, respectively, at an average purchase price of approximately $0.0001 per share, or an aggregate purchase price of $25.00. On May 29, 2021, Northland returned 87,500 shares of common stock to the Company, for no consideration, which were subsequently cancelled and on June 16, 2021, the Sponsor purchased an additional 700,000 shares of common stock at a purchase price of $0.006 per share, resulting in the Sponsor holding an aggregate of 5,012,500 shares of common stock. On June 16, 2021, the Sponsor transferred 50,000 shares to its Chief Executive Officer and to its President and 35,000 shares to each of its three outside directors. The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part. On October 1, 2021 the underwriter’s over-allotment option expired unused resulting in 1,125,000 founder shares forfeited to the Company for no consideration. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve the initial Business Combination, the Sponsor, as well as all of the Company’s officers and directors, have agreed to vote their respective shares of common stock owned by them immediately prior to the IPO and any shares purchased in the IPO or following the IPO in the open market in favor of the proposed Business Combination. Warrants Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination. However, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within 90 days following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In the event of such cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. The warrants will expire on the fifth anniversary of the completion of an initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant, in whole and not in part: • at any time after the warrants become exercisable, • upon not less than 30 days’ prior written notice of redemption to each warrant holder • if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations) for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

The entire disclosure for equity.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Intangible Assets, Net - Schedule of amortization expence over the remaining intangible (Detail) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 183,578
2025	445,453
2026	376,468
2027	376,468
2028	376,468
Thereafter	376,468
Intangible assets, net	$ 2,134,903	$ 450,446

Stockholders' Deficit (Details Narrative)												3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
Stockholders' Deficit (Details Narrative)	Jun. 26, 2023 shares	Oct. 02, 2021 shares	Jul. 23, 2021 $ / shares shares	Jun. 16, 2021 Director $ / shares shares	Jun. 16, 2021 $ / shares shares	May 29, 2021 shares	May 29, 2021 shares	Feb. 08, 2021 $ / shares shares	Feb. 08, 2021 $ / shares shares	Feb. 03, 2021 USD ($) $ / shares shares	Feb. 03, 2021 USD ($) $ / shares shares	Dec. 31, 2023 Director $ / shares shares	Mar. 31, 2024 Director $ / shares shares	Jun. 30, 2024 Director $ / shares shares	Sep. 30, 2023 Director $ / shares shares	Sep. 30, 2022 $ / shares shares	Dec. 31, 2022 £ / shares shares	Dec. 31, 2022 $ / shares shares	Aug. 17, 2021 $ / shares
Class of Stock [Line Items]
Common stock, shares authorized												1,019,324,741
Common stock, par value \| (per share)																	£ 0.0001	$ 0.0001
Common stock, shares outstanding												28,039,517					28,039,517	28,039,517
Armada Acquisition Corp I [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized												1,000,000	1,000,000	1,000,000	1,000,000	1,000,000
Preferred stock, par value \| $ / shares												$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares issued												0	0	0	0	0
Preferred stock, shares outstanding												0	0	0	0	0
Common stock, shares authorized												100,000,000	100,000,000	100,000,000	100,000,000	100,000,000
Common stock, par value \| $ / shares												$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued												5,709,500	5,709,500	5,709,500	5,709,500	5,709,500
Common stock, shares outstanding												5,709,500	5,709,500	5,709,500	5,709,500	5,709,500
Shares subject to redemption												2,363,349	1,417,687	1,417,687	2,363,349	15,000,000
Value of shares issued \| $											$ 25,000
Issuance of Representative shares, shares								162,500
Number of Shares Forfeited												1,125,000	1,125,000	1,125,000		1,125,000
Common Stock, Voting Rights												one vote for each share	one vote for each share	one vote for each share	one vote for each share
Warrant exercise price \| $ / shares												$ 11.5	$ 11.5	$ 11.5	$ 11.5
Warrant exercisable period after business combination												30 days	30 days	30 days	30 days
Warrant cashless exercise period after business combination												90 days	90 days	90 days	90 days
Period of trading days to determine fair market value of common stock												5 days	5 days	5 days	5 days
Warrants redemption price per share \| $ / shares												$ 0.01	$ 0.01	$ 0.01	$ 0.01
Notice period for warrants redemption												30 days	30 days	30 days	30 days
Common stock share price per share for warrants redemption \| $ / shares												$ 18	$ 18	$ 18	$ 18
Period of trading days within specified window for minimum common stock price for warrants redemption												20 days	20 days	20 days	20 days
Trading days specified window for minimum common stock price for warrants redemption												30 days	30 days	30 days	30 days
Common stock issue price per share below which triggers warrant adjustment \| $ / shares												$ 9.2	$ 9.2	$ 9.2	$ 9.2
Percentage of available equity proceeds below specified price which triggers warrant adjustment												60.00%	60.00%	60.00%	60.00%
Common stock market value per share below which triggers warrant adjustment \| $ / shares												$ 9.2	$ 9.2	$ 9.2	$ 9.2
Percentage of Market Value for warrant exercise price adjustment												115.00%	115.00%	115.00%	115.00%
Armada Acquisition Corp I [Member] \| President [Member]
Class of Stock [Line Items]
Shares of common stock transferred				50,000
Armada Acquisition Corp I [Member] \| Director [Member]
Class of Stock [Line Items]
Shares of common stock transferred	90,000			35,000
Number of independent directors \| Director				3								3	3	3	3
Armada Acquisition Corp I [Member] \| Founder Shares [Member]
Class of Stock [Line Items]
Common stock, par value \| $ / shares										$ 0.0001	$ 0.0001
Value of shares issued \| $											$ 25,000
Price per share \| $ / shares			$ 0.006	$ 0.006	$ 0.006					$ 0.006	$ 0.006								$ 0.006
Stock Issued During Period, Shares, New Issues			1,200,000	700,000	700,000						4,312,500
Armada Acquisition Corp I [Member] \| Founder Shares [Member] \| Over-Allotment Option [Member]
Class of Stock [Line Items]
Number of Shares Forfeited		1,125,000
Armada Acquisition Corp I [Member] \| Founder Shares [Member] \| Sponsor [Member]
Class of Stock [Line Items]
Common stock, shares outstanding				5,012,500	5,012,500
Armada Acquisition Corp I [Member] \| Founder Shares 1 [Member]
Class of Stock [Line Items]
Value of shares issued \| $										$ 25,000
Price per share \| $ / shares										$ 0.006	$ 0.006
Stock Issued During Period, Shares, New Issues										4,312,500
Armada Acquisition Corp I [Member] \| Representative Shares [Member]
Class of Stock [Line Items]
Price per share \| $ / shares								$ 0.0001	$ 0.0001
Issuance of Representative shares, shares							87,500	87,500	162,500
Representative shares returned to the Company, shares									25
Armada Acquisition Corp I [Member] \| Representative Shares [Member] \| EarlyBirdCapital, Inc. [Member]
Class of Stock [Line Items]
Issuance of Representative shares, shares								162,500
Armada Acquisition Corp I [Member] \| Representative Shares [Member] \| Northland Securities, Inc. [Member]
Class of Stock [Line Items]
Issuance of Representative shares, shares						87,500		87,500
Representative shares returned to the Company, shares						87,500

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (30,736,098)	$ (110,712,948)
Other comprehensive loss, net of tax
Foreign currency translation loss	(69,565)	(87,941)
Total comprehensive loss	$ (30,805,663)	$ (110,800,889)

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Summary of common stock reflected in the balance sheets are reconciled

Income Taxes - Reconciliation of the federal income tax rate to the Company's effective tax rate (Details) (Parentheticals)	3 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Line Items]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	19.00%	25.00%	23.50%	19.00%	19.00%

Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative)		12 Months Ended
	Aug. 30, 2021 $ / shares shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($)	Dec. 31, 2023 GBP (£) £ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 £ / shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)
Accounting Policies [Line Items]
Minimum percentage of ownership for consolidation				50.00%	50.00%
Retained earnings accumulated deficit					$ (226,291,430)		$ (195,555,332)
Net loss		$ (30,736,098)	$ (110,712,948)
Net cash provided from operations		$ (13,001,875)	(26,788,906)
Cash and Cash Equivalents, at Carrying Value					10,000.00		$ 30,000.00
Net current assets					$ 57,300,000
Cash insured with federal deposit insurance corporation \| £				£ 85,000
Impairment of accounts receivable			334,952
Impairment of prepayment and other current assets			731,940
Goodwill impairment loss			$ 44,438
Preferred stock voting rights		one vote per share
Deferred stock voting rights		not entitled to any votes
Dividend on common stock declared		$ 0
Common Stock, Shares Authorized \| shares				1,019,324,741	1,019,324,741
Additional numnber of shares authorized common stock \| shares							35,987,277
Common Stock, Par or Stated Value Per Share \| (per share)						£ 0.0001	$ 0.0001
Common Stock, Shares, Outstanding \| shares				28,039,517	28,039,517		28,039,517
Share based compensation by share based award number of shares for immediate recognition of award in the absence of recognition \| shares		58,315,800
Allocated share based compensation had there been no restriction		$ 36,738,954
Fair value per employee share for the purposes of estimate \| $ / shares					$ 63
Exercise price per employee share for the purposes of estimate \| £ / shares				£ 0.0001
Assets					$ 2,536,484		$ 1,648,939
Liabilities					56,821,368		34,168,542
Stockholders equity					$ (54,284,884)		$ (32,519,603)	$ (1,192,451)
Impairment of invesment due to abandonment of acquistion		14,600,000
Impairment of loan due to abandonment of acquisition		$ 222,022
Percentage of increase decrease of foreign currency		10.00%	10.00%
Estimated increase decrease in revenue due to foreign currency fluctuation		$ 14,505	$ 11,515
Oridinary Shares [Member]
Accounting Policies [Line Items]
Common Stock, Shares Authorized \| shares				991,285,224	991,285,224
Common Stock, Shares, Outstanding \| shares				932,969,424	932,969,424		927,806,159
Common Class A [Member]
Accounting Policies [Line Items]
Common Stock, Shares Authorized \| shares				28,039,517	28,039,517
ANY [Member]
Accounting Policies [Line Items]
Ordinary shares issued, shares \| shares	14,427,185
Shares Issued, Price Per Share \| $ / shares	$ 1.03
Restatement adjustments [Member]
Accounting Policies [Line Items]
Retained earnings accumulated deficit							$ (6,383,790)
Net loss		$ 6,600,000	(31,585,141)
Net cash provided from operations			(25,983)
Goodwill impairment loss			$ (7,373,864)
Assets					$ 7,700,000		(7,716,582)
Liabilities					$ 7,700,000		(2,511,978)
Stockholders equity							$ (5,204,605)
La Liga [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Accounting Policies [Line Items]
Concentration risk percentage		100.00%	100.00%

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Restatement of Consolidated Statement of Operation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue	$ 145,051	$ 115,159
Operating expenses
Cost of revenue	34,791	745,040
Sales and marketing expenses	6,731,254	4,338,557
General and administrative expense	17,986,528	86,640,500
Other operating expenses	1,156,316	334,952
Depreciation and amortization expenses	242,436	235,797
Impairment of investment in ANY		14,822,022
Impairment of goodwill		44,438
Total operating expenses	26,151,325	107,161,306
Loss from operations	(26,006,274)	(107,046,147)
Other expenses
Interest expense		(3,884,695)
Other non-operating income (expense), net	125,366	256,659
Total other expenses, net	(4,666,416)	(3,628,036)
Income (Loss) before provision for income taxes	(30,672,690)	(110,674,183)
Provision for income taxes	(63,408)	(38,765)
Net (loss) income	$ (30,736,098)	$ (110,712,948)
Net loss per share - Basic	$ (0.03)	$ (0.12)
Net loss per share - Diluted	$ (0.03)	$ (0.12)
Weighted average number of shares - Basic	927,204,508	913,109,577
Weighted average number of shares - Diluted	927,204,508	913,109,577
As filed [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue		$ 11,879,343
Operating expenses
Cost of revenue		5,604,129
Sales and marketing expenses		6,827,211
General and administrative expense		91,604,396
Other operating expenses		334,952
Depreciation and amortization expenses		742,113
Impairment of goodwill		7,418,302
Total operating expenses		112,531,103
Loss from operations		(100,651,760)
Other expenses
Interest expense		(3,884,698)
Other non-operating income (expense), net		315,574
Total other expenses, net		(3,569,124)
Income (Loss) before provision for income taxes		(104,220,884)
Provision for income taxes		115,447
Net (loss) income		$ (104,105,437)
Net loss per share - Basic		$ (0.11)
Net loss per share - Diluted		$ (0.11)
Weighted average number of shares - Basic		913,109,577
Weighted average number of shares - Diluted		913,109,577
Restatement adjustments [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue		$ (11,764,184)
Operating expenses
Cost of revenue		(4,859,089)
Sales and marketing expenses		(2,488,654)
General and administrative expense		(4,963,896)
Depreciation and amortization expenses		(506,316)
Impairment of investment in ANY		14,822,022
Impairment of goodwill		(7,373,864)
Total operating expenses		(5,369,797)
Loss from operations		(6,394,387)
Other expenses
Interest expense		3
Other non-operating income (expense), net		(58,915)
Total other expenses, net		(58,912)
Income (Loss) before provision for income taxes		(31,521,733)
Provision for income taxes		(63,408)
Net (loss) income	$ 6,600,000	$ (31,585,141)
Net loss per share - Basic		$ (0.01)
Net loss per share - Diluted		$ (0.01)

Expenses and Other Non-Operating (Income) Expense, Net - Schedule Of General And Administrative Expenses (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Expenses And Other Non Operating Income Expense Net [Abstract]
IT expenses	$ 1,135,355	$ 1,066,708
Legal and professional expenses	2,274,891	5,569,989
Business development expenses	777,161	7,136,168
Employee salaries and benefits	4,340,558	3,506,501
Consultancy charges	3,472,170	8,223,297
Share-based payments to employees	2,543,621	1,739,294
Share-based payments to related parties	2,083,647	39,501,701
Share-based payments for consultancy	485,080	18,417,816
Other	874,045	1,479,026
Total	$ 17,986,528	$ 86,640,500

Significant Accounting Policies (Tables) - Armada Acquisition Corp I [Member]

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2023

Mar. 31, 2024

Jun. 30, 2024

Sep. 30, 2023

At December 31, 2023 and September 30, 2023, the common stock reflected in the balance sheets are reconciled in the following table:


Gross Proceeds	$	150,000,000
Proceeds allocated to Public Warrants		(11,700,000	)
Issuance costs related to common stock		(3,261,589	)
Remeasurement of carrying value to redemption value		14,961,589
Subsequent remeasurement of carrying value to redemption value – Trust interest income (excluding the amount that can be withdrawn from Trust Account for taxes)		548,862
Common stock subject to possible redemption – September 30, 2022		150,548,862
Redemptions		(129,175,094	)
Remeasurement of carrying value to redemption value		3,943,038
Common stock subject to possible redemption – September 30, 2023	$	25,316,806
Remeasurement of carrying value to redemption value		467,884
Common stock subject to possible redemption – December 31, 2023	$	25,784,690

At March 31, 2024 and September 30, 2023, the common stock reflected in the balance sheets are reconciled in the following table:


Gross Proceeds	$	150,000,000
Proceeds allocated to Public Warrants		(11,700,000	)
Issuance costs related to common stock		(3,261,589	)
Remeasurement of carrying value to redemption value		14,961,589
Subsequent remeasurement of carrying value to redemption value – Trust interest income (excluding the amount that can be withdrawn from Trust Account for taxes)		548,862
Common stock subject to possible redemption – September 30, 2022	$	150,548,862
Redemptions		(129,175,094	)
Remeasurement of carrying value to redemption value		3,943,038
Common stock subject to possible redemption – September 30, 2023	$	25,316,806
Remeasurement of carrying value to redemption value		467,884
Common stock subject to possible redemption – December 31, 2023	$	25,784,690
Redemptions		(10,384,496	)
Remeasurement of carrying value to redemption value		347,252
Common stock subject to possible redemption – March 31, 2024	$	15,747,446

At June 30, 2024 and September 30, 2023, the common stock reflected in the balance sheets are reconciled in the following table:


Gross Proceeds	$	150,000,000
Proceeds allocated to Public Warrants		(11,700,000	)
Issuance costs related to common stock		(3,261,589	)
Remeasurement of carrying value to redemption value		14,961,589
Subsequent remeasurement of carrying value to redemption value – Trust interest income (excluding the amount that can be withdrawn from Trust Account for taxes)		548,862
Common stock subject to possible redemption – September 30, 2022	$	150,548,862
Redemptions		(129,175,094	)
Remeasurement of carrying value to redemption value		3,943,038
Common stock subject to possible redemption – September 30, 2023	$	25,316,806
Redemptions		(10,384,496	)
Remeasurement of carrying value to redemption value		1,108,476
Common stock subject to possible redemption – June 30, 2024	$	16,040,786

At September 30, 2023 and 2022, the common stock reflected in the balance sheets are reconciled in the following table:


Gross Proceeds	$	150,000,000
Proceeds allocated to Public Warrants		(11,700,000	)
Issuance costs related to common stock		(3,261,589	)
Remeasurement of carrying value to redemption value		14,961,589
Subsequent remeasurement of carrying value to redemption value – Trust interest income (excluding the amount that can be withdrawn from Trust Account for taxes)		548,862
Common stock subject to possible redemption – September 30, 2022		150,548,862
Redemptions		(129,175,094	)
Remeasurement of carrying value to redemption value		3,943,038
Common stock subject to possible redemption – September 30, 2023	$	25,316,806

Schedule of basic and diluted net loss per share

Accretion of the carrying value of common stock subject to redemption value is excluded from net (loss) income per common stock because the redemption value approximates fair value.


	For the Three Months Ended December 31,
	2023						2022
	Common Stock Subject to Possible Redemption			Non-Redeemable Common Stock			Common Stock Subject to Possible Redemption		Non-Redeemable Common Stock
Basic and diluted net (loss) income per share
Numerator:
Allocation of net (loss) income	$	(105,483	)	$	(254,831	)	$	439,673	$	167,354
Denominator
Weighted-average shares outstanding		2,363,349			5,709,500			15,000,000		5,709,500
Basic and diluted net (loss) income per share	$	(0.04	)	$	(0.04	)	$	0.03	$	0.03

Accretion of the carrying value of common stock subject to redemption value is excluded from net (loss) income per common stock because the redemption value approximates fair value.


	For the Three Months Ended March 31,
	2024						2023
	Common stock subject to possible redemption			Common stock			Common stock subject to possible redemption			Common stock
Basic and diluted net (loss) income per share
Numerator:
Allocation of net (loss) income	$	(94,932	)	$	(285,914	)	$	(15,605	)	$	(11,538	)
Denominator
Weighted-average shares outstanding		1,895,714			5,709,500			7,722,273			5,709,500
Basic and diluted net (loss) income per share	$	(0.05	)	$	(0.05	)	$	(0.00	)	$	(0.00	)


	For the Six Months Ended March 31,
	2024						2023
	Common stock subject to possible redemption			Common stock			Common stock subject to possible redemption		Common stock
Basic and diluted net (loss) income per share
Numerator:
Allocation of net (loss) income	$	(201,430	)	$	(539,730	)	$	386,387	$	193,497
Denominator
Weighted-average shares outstanding		2,130,809			5,709,500			11,401,124		5,709,500
Basic and diluted net (loss) income per share	$	(0.09	)	$	(0.09	)	$	0.03	$	0.03

Accretion of the carrying value of common stock subject to redemption value is excluded from net (loss) income per common stock because the redemption value approximates fair value.


	For the Three Months Ended June 30,												For the Nine Months Ended June 30,
	2024						2023						2024						2023
	Common stock subject to possible redemption			Common stock			Common stock subject to possible redemption			Common stock			Common stock subject to possible redemption			Common stock			Common stock subject to possible redemption		Common stock
Basic and diluted net (loss) income per share
Numerator: Allocation of net (loss) income, as adjusted	$	(283,071	)	$	(1,140,024	)	$	(212,999	)	$	(346,585	)	$	(539,100	)	$	(1,625,155	)	$	12,296	$	8,004
Denominator:
Basic and diluted weighted average shares outstanding		1,417,687			5,709,500			3,508,852			5,709,500			1,893,969			5,709,500			8,770,367		5,709,500
Basic and diluted net (loss) income per share	$	(0.20	)	$	(0.20	)	$	(0.06	)	$	(0.06	)	$	(0.28	)	$	(0.28	)	$	0.00	$	0.00

Accretion of the carrying value of common stock subject to redemption value is excluded from net loss per common stock because the redemption value approximates fair value.


	For The Year Ended September 30,
	2023						2022
	Common stock subject to redemption			Common stock			Common stock subject to redemption			Common stock
Basic and diluted net loss per share
Numerator:
Allocation of net loss	$	(179,201	)	$	(140,949	)	$	(2,624,009	)	$	(998,785	)
Denominator
Weighted-average shares outstanding		7,259,013			5,709,500			15,000,000			5,709,500
Basic and diluted net loss per share	$	(0.02	)	$	(0.02	)	$	(0.17	)	$	(0.17	)

Share-Based Compensation - Schedule of Share Option Activity (Details)	12 Months Ended
	Dec. 31, 2023 £ / shares shares	Dec. 31, 2023 £ / shares $ / shares shares	Dec. 31, 2022 £ / shares shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares
2022 LTIP [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of share options Beginning \| shares	15,750,000	15,750,000	0
Number of share options Issued \| shares			15,750,000
Number of share options Exercised \| shares			0
Number of share options Cancelled/Forfeited \| shares			0
Number of share options Ending \| shares			15,750,000
Number of share options Vested and exercisable \| shares					5,700,000
Number of share options Vested and expected to vest \| shares					15,750,000
Weighted- Average Exercise Price Beginning \| £ / shares	£ 0.0001		£ 0
Weighted- Average Exercise Price Issued \| £ / shares			0.0001
Weighted- Average Exercise Price Exercised \| £ / shares			0
Weighted- Average Exercise Price Cancelled/Forfeited \| £ / shares			0
Weighted- Average Exercise Price Ending \| £ / shares			0.0001
Weighted- Average Exercise Price Vested and expected to vest \| £ / shares			0.0001
Weighted- Average Exercise Price Vested and exercisable \| £ / shares			£ 0.0001
Weighted- Average Remaining Contractual life Outstanding			6 years 6 months
Weighted- Average Remaining Contractual life Vested and exercisable			5 years
Weighted- Average Remaining Contractual life Vested and expected to vest			6 years 6 months
Aggregate Intrinsic Value Outstanding \| $					$ 19,200,000
Aggregate Intrinsic Value Vested and exercisable \| $					7,000,000
Aggregate Intrinsic Value Vested and expected to vest \| $					19,200,000
2023 LTIP [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of share options Beginning \| shares	15,750,000	15,750,000
Number of share options Issued \| shares	49,305,537	49,305,537
Number of share options Exercised \| shares	0	0
Number of share options Cancelled/Forfeited \| shares	0	0
Number of share options Ending \| shares	65,055,537	65,055,537	15,750,000
Number of share options Vested and exercisable \| shares				11,600,000
Number of share options Vested and expected to vest \| shares				65,055,537
Weighted- Average Exercise Price Beginning \| £ / shares	£ 0.0001
Weighted- Average Exercise Price Issued \| £ / shares	0.0001
Weighted- Average Exercise Price Exercised \| £ / shares	0
Weighted- Average Exercise Price Cancelled/Forfeited \| £ / shares	0
Weighted- Average Exercise Price Ending \| £ / shares	0.0001		£ 0.0001
Weighted- Average Exercise Price Vested and expected to vest \| £ / shares	0.0001	£ 0.0001
Weighted- Average Exercise Price Vested and exercisable \| £ / shares	£ 0.0001	£ 0.0001
Weighted- Average Remaining Contractual life Outstanding	5 years 6 months	5 years 6 months	6 years 6 months
Weighted- Average Remaining Contractual life Issued	5 years 10 months 24 days	5 years 10 months 24 days
Weighted- Average Remaining Contractual life Vested and exercisable	5 years	5 years
Weighted- Average Remaining Contractual life Vested and expected to vest	6 years 6 months	6 years 6 months
Aggregate Intrinsic Value Outstanding \| $				$ 24.1	$ 19.2
Aggregate Intrinsic Value Issued \| $ / shares		£ 4.9
Aggregate Intrinsic Value Vested and exercisable \| $				13.9
Aggregate Intrinsic Value Vested and expected to vest \| $				$ 24.1

Subsequent Events (Details Narrative)																																1 Months Ended	3 Months Ended		6 Months Ended	9 Months Ended	10 Months Ended	12 Months Ended
Subsequent Events (Details Narrative)	Aug. 14, 2024 USD ($) Days	Aug. 01, 2024 USD ($) $ / shares shares	Jul. 30, 2024 USD ($) $ / shares	Jul. 17, 2024 USD ($)	Jul. 16, 2024 USD ($)	Jul. 05, 2024 USD ($)	Jun. 22, 2024 USD ($)	Jun. 21, 2024 USD ($)	Jun. 17, 2024 USD ($)	Jun. 15, 2024 USD ($)	Jun. 06, 2024 USD ($)	May 15, 2024 USD ($)	Apr. 25, 2024 USD ($)	Apr. 16, 2024 USD ($)	Mar. 13, 2024 USD ($)	Feb. 17, 2024 USD ($)	Feb. 16, 2024 USD ($)	Feb. 15, 2024 USD ($) $ / shares shares	Feb. 09, 2024 USD ($) $ / shares shares	Feb. 02, 2024 USD ($) Days $ / shares	Jan. 16, 2024 USD ($)	Dec. 19, 2023 USD ($)	Nov. 09, 2023 USD ($)	Oct. 11, 2023 USD ($)	Oct. 10, 2023 USD ($)	Sep. 12, 2023 USD ($)	Sep. 08, 2023 USD ($)	Aug. 08, 2023 USD ($)	Aug. 02, 2023 USD ($) $ / shares shares	Feb. 17, 2023 USD ($)	Feb. 02, 2023 USD ($) $ / shares shares	Aug. 31, 2023 USD ($) shares	Mar. 31, 2024 USD ($) $ / shares	Dec. 31, 2023 USD ($) $ / shares	Mar. 31, 2024 USD ($) $ / shares	Jun. 30, 2024 USD ($) $ / shares	Dec. 31, 2023 $ / shares	Dec. 31, 2023 EUR (€)	Dec. 31, 2023 USD ($) $ / shares	Sep. 30, 2023 USD ($) $ / shares	Sep. 30, 2022 USD ($) $ / shares	Aug. 15, 2024 £ / shares	Apr. 22, 2024 USD ($)	Apr. 18, 2024 USD ($) shares	Jan. 26, 2024 USD ($)	Nov. 20, 2023 USD ($)	Jul. 28, 2023 USD ($)	Mar. 31, 2023 EUR (€)	Mar. 31, 2023 USD ($)	May 09, 2022 USD ($)
Subsequent Event [Line Items]
Proceeds from sale of restricted investments																$ 49,619
Igor Lyachagov [Member]
Subsequent Event [Line Items]
Debt instrument, face amount																																																€ 2,000,000	$ 2,000,000
Debt instrument conversion as a percentage of share price																																					0.50%
Igor Lyachagov [Member] \| Interest Expense [Member]
Subsequent Event [Line Items]
Debt instrument borrowing fee expensed																																						€ 660,000	$ 660,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Temporary Equity, Redemption Price Per Share \| $ / shares																			$ 10.98
Subsequent Event [Member] \| Sponsor [Member]
Subsequent Event [Line Items]
Debt instrument, face amount																	$ 60,381
Subsequent Event [Member] \| Yorkville [Member]
Subsequent Event [Line Items]
Debt instrument, face amount																				$ 2,500,000
Debt Instrument Conversion Price Per Share Floor Price \| $ / shares																				$ 2
Debt Instrument, Convertible, Threshold Consecutive Trading Days \| Days																				10
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger																				90.00%
Short Term Debt Default Interest Rate Percentage																				18.00%
Short term debt bearing fixed interest rate percentage																				10.00%
Debt Instrument Discount As A Percentage Of Face Value																				20.00%
Proceeds from Issuance of Unsecured Debt																				$ 2,000,000
Loan conversion price \| $ / shares																				$ 10
Subsequent Event [Member] \| Igor Lyachagov [Member]
Subsequent Event [Line Items]
Debt instrument outstanding including borrowing fees																																													$ 8,000,000
Short term debt bearing fixed interest rate percentage																																													7.50%
Debt instrument conversion price percentage																																													70.00%
Armada Acquisition Corp I [Member]
Subsequent Event [Line Items]
Debt instrument, face amount																											$ 79,099	$ 20,840																			$ 125,245
Payment to acquire restricted investments																					$ 70,900
Amount deposited into trust account																248,095													$ 354,502
Proceeds from sale of restricted investments																49,619													70,900		$ 117,079,879			$ 117,079,879	$ 117,079,879	$ 117,079,879				$ 130,246,958	$ 182,069
Debt instrument, interest rate, stated percentage																		0.00%
Temporary equity, accretion to redemption value																		$ 10,384,496	$ 10,384,496										$ 12,095,215			$ 12,095,215	$ 347,252	$ 467,884		$ 1,108,476				$ 3,943,038	$ 14,961,589
Temporary equity shares redeemed during the period shares \| shares																		945,662	945,662										1,145,503		11,491,148	1,145,503
Temporary Equity, Redemption Price Per Share \| $ / shares																		$ 10.98											$ 10.56		$ 10.19		$ 11.11	$ 10.91	$ 11.11	$ 11.31	$ 10.91		$ 10.91	$ 10.71	$ 10.04
Armada Acquisition Corp I [Member] \| Extension Note [Member]
Subsequent Event [Line Items]
Debt instrument, face amount																						$ 70,900
Proceeds from sale of restricted investments																										$ 70,900		$ 70,900
Armada Acquisition Corp I [Member] \| Tranche Two [Member]
Subsequent Event [Line Items]
Payment to acquire restricted investments										$ 49,619		$ 49,619		$ 49,619	$ 49,619		49,619				70,900
Armada Acquisition Corp I [Member] \| Tranche Two [Member] \| Extension Note [Member]
Subsequent Event [Line Items]
Payment to acquire restricted investments															49,619											70,900	$ 70,900
Proceeds from sale of restricted investments																										$ 70,900
Armada Acquisition Corp I [Member] \| Tranche Four [Member] \| Extension Note [Member]
Subsequent Event [Line Items]
Payment to acquire restricted investments									$ 49,619															$ 70,900	$ 70,900
Proceeds from sale of restricted investments																									70,900
Armada Acquisition Corp I [Member] \| Tranche Five [Member] \| Extension Note [Member]
Subsequent Event [Line Items]
Payment to acquire restricted investments																							$ 70,900
Proceeds from sale of restricted investments																							70,900
Armada Acquisition Corp I [Member] \| Subscription Agreement [Member] \| Tranche Two [Member]
Subsequent Event [Line Items]
Payment to acquire restricted investments														49,619							70,900	70,900
Armada Acquisition Corp I [Member] \| Sponsor [Member]
Subsequent Event [Line Items]
Debt instrument, face amount														53,388				$ 297,714				$ 39,100							$ 425,402														$ 40,939				$ 125,245			$ 483,034
Notes Issued							$ 32,000	$ 1,364			$ 5,150	$ 12,381	$ 19,054
Proceeds from sale of restricted investments																49,619														$ 49,619
Armada Acquisition Corp I [Member] \| Sponsor [Member] \| Extension Note [Member]
Subsequent Event [Line Items]
Loan conversion price \| $ / shares																													$ 10
Armada Acquisition Corp I [Member] \| Sponsor [Member] \| Working Capital Loan [Member]
Subsequent Event [Line Items]
Debt instrument, face amount															$ 60,381		60,381				39,100
Armada Acquisition Corp I [Member] \| Sponsor [Member] \| Subscription Agreement [Member]
Subsequent Event [Line Items]
Debt instrument, face amount																																												$ 33,000
Shared allocated by sponsor \| shares																																												33,008
Armada Acquisition Corp I [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument, face amount	$ 7,500,000		$ 5,141,250																																											$ 12,510
Debt instrument non convertible portion of debt			1,135,000
Debt instrument conversion price as a percentage of volume weighted average price percentage	95.00%
Debt instrument convertible threshold trading days \| Days	5
Debt instrument final date of maturity	Dec. 31, 2025
Debt instrument beginning date of maturity	Jan. 31, 2025
Debt instrument periodic payment of principal	$ 625,000
Requirement of the acquiree to have minimum net worth removed by way of resolution in a meeting		$ 5,000,001
Per share amount withdrawn from trust for redemptions \| $ / shares		$ 11.38
Proceeds from trust to pay for redemptions		$ 14,803,608
Temporary equity shares subject to redemption \| shares		1,300,391
Cash and cash equivalents threshold amount below which debt may be converted into equity			$ 20,000,000
Long term debt bearing fixed interest rate percentage	4.95%		10.00%
Proceeds from other debts																				$ 2,000,000
Other commitement																				$ 2,500,000
Amount deposited into trust account																248,095
Proceeds from sale of restricted investments																49,619
Debt instrument, interest rate, stated percentage																			0.00%
Temporary equity, accretion to redemption value																		$ 10,384,496	$ 10,384,496
Temporary equity shares redeemed during the period shares \| shares																		945,662	945,662
Temporary Equity, Redemption Price Per Share \| $ / shares																		$ 10.98	$ 10.98
Armada Acquisition Corp I [Member] \| Subsequent Event [Member] \| Promissory Note [Member]
Subsequent Event [Line Items]
Debt instrument, face amount																									$ 59,099
Armada Acquisition Corp I [Member] \| Subsequent Event [Member] \| Tranche Two [Member]
Subsequent Event [Line Items]
Proceeds from sale of restricted investments																					70,900
Armada Acquisition Corp I [Member] \| Subsequent Event [Member] \| Tranche Four [Member] \| Extension Note [Member]
Subsequent Event [Line Items]
Payment to acquire restricted investments																								$ 70,900
Armada Acquisition Corp I [Member] \| Subsequent Event [Member] \| Tranche Five [Member] \| Extension Note [Member]
Subsequent Event [Line Items]
Payment to acquire restricted investments					$ 49,619																		$ 70,900
Armada Acquisition Corp I [Member] \| Subsequent Event [Member] \| Subscription Agreement [Member] \| Tranche Two [Member]
Subsequent Event [Line Items]
Payment to acquire restricted investments				$ 49,619										49,619			$ 49,619				70,900
Armada Acquisition Corp I [Member] \| Subsequent Event [Member] \| Rezolve AI [Member]
Subsequent Event [Line Items]
Debt instrument, face amount	$ 3,144,883.06
Long term debt date after which the amount may be converted into shares	Jan. 15, 2025
Debt instrument final date of maturity	Aug. 14, 2027
Debt instrument beginning date of maturity	Jan. 31, 2025
Long term debt bearing fixed interest rate percentage	4.95%
Armada Acquisition Corp I [Member] \| Subsequent Event [Member] \| Rezolve AI [Member] \| Rezolve Ordinary Share [Member]
Subsequent Event [Line Items]
Business acquisition, share price \| £ / shares																																										£ 0.0001
Armada Acquisition Corp I [Member] \| Subsequent Event [Member] \| Repayment Timing Tranche One [Member]
Subsequent Event [Line Items]
Threshold amount raised above which immediate repayment shall be made			$ 25,000,000
Percentage of outstanding amount to be repaid			50.00%
Armada Acquisition Corp I [Member] \| Subsequent Event [Member] \| Repayment Timing Tranche Two [Member]
Subsequent Event [Line Items]
Threshold amount raised above which immediate repayment shall be made			$ 50,000,000
Armada Acquisition Corp I [Member] \| Subsequent Event [Member] \| Debt Instrument Conversion Into Equity Tranche One [Member]
Subsequent Event [Line Items]
Loan conversion price \| $ / shares			$ 10
Armada Acquisition Corp I [Member] \| Subsequent Event [Member] \| Debt Instrument Conversion Into Equity Tranche Two [Member]
Subsequent Event [Line Items]
Loan conversion price \| $ / shares			$ 10
Armada Acquisition Corp I [Member] \| Subsequent Event [Member] \| Sponsor [Member]
Subsequent Event [Line Items]
Debt instrument, face amount														$ 53,388					$ 297,714																								$ 40,939
Notes Issued				$ 381		$ 5,150							$ 19,054
Amount deposited into trust account																248,095
Proceeds from sale of restricted investments																$ 49,619
Armada Acquisition Corp I [Member] \| Subsequent Event [Member] \| Sponsor [Member] \| Working Capital Loan [Member]
Subsequent Event [Line Items]
Debt instrument, face amount																					$ 39,100
Armada Acquisition Corp I [Member] \| Subsequent Event [Member] \| Sponsor [Member] \| Subscription Agreement [Member]
Subsequent Event [Line Items]
Debt instrument, face amount																																												$ 33,008
Shared allocated by sponsor \| shares																																												33,000

Expenses and Other Non-Operating (Income) Expense, Net - Schedule of Other non-operating (income) expense, net (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Expenses And Other Non Operating Income Expense Net [Line Items]
Foreign exchange loss	$ 375,298	$ 194,524
R&D credits	(497,978)	(467,563)
Other, net	(2,686)	16,380
Total other (expense) income, net	$ 125,366	$ 256,659

Operating leases as lessee	12 Months Ended
Operating leases as lessee	Dec. 31, 2023
Leases [Abstract]
Operating leases as lessee	15. Operating leases as lessee The Company leased its head office space under a short-term lease which expired in the financial year 2021. The only other lease arrangement in place during the years ended December 31, 2022 and 2021 was for the Company’s Taiwanese subsidiary, Jaymax, which had a two-year lease in place since October 1, 2021. This lease was terminated in December 2022 to which an immaterial termination fee was incurred.

Debt and other liabilities (Details Narrative)				10 Months Ended	12 Months Ended
Debt and other liabilities (Details Narrative)	May 23, 2023 USD ($)	Nov. 21, 2022 USD ($) shares	Dec. 17, 2021 USD ($) shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2023 EUR (€)	Dec. 31, 2023 USD ($) shares	Jan. 26, 2024 USD ($)	Dec. 16, 2023	Mar. 31, 2023 EUR (€)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021	Oct. 07, 2021 USD ($)
Debt Instrument [Line Items]
Short term convertible debt				$ 132,269		$ 132,269
Common stock shares issuable upon demerger for every share in the previous company	6.1
Short term debt to related party				6,225,815		6,225,815					$ 697,067
Steve Perry [Member]
Debt Instrument [Line Items]
Interest payable current on short term debt current to related party				7,269		7,269
Short term convertible debt payable to related party principal amount				125,000		125,000
Short term convertible debt				132,269		132,269
Jaymax [Member]
Debt Instrument [Line Items]
Business combination shares issuable value based on milestone achievement													$ 1,400,000
PIPE [Member]
Debt Instrument [Line Items]
Common stock subscribed but not issued shares \| shares			41,000,000
Igor Lychagov [Member]
Debt Instrument [Line Items]
Short term debt to related party				5,587,343		5,587,343
DBLP Sea Cow Ltd [Member]
Debt Instrument [Line Items]
Reimbursement payables for expense incurred current				191,405		191,405					0
Short term debt to related party				$ 447,067		447,067
Repayment of related party debt						$ 250,000
Secured Convertible Loan Note In Connection With Executed Subscription Agreements Additional Amount Committed By Investors [Member]
Debt Instrument [Line Items]
Debt instrument additional commitement others	$ 1,500,000
Consideration paid received percentage of market capitalization minimum	20.00%
Related party convertible debt holding minimum for restriction on extraordinary transactions	$ 20,000,000
Debt instrument face value of notes issuable upon demerger	8,500,000
Debt instrument additional loan amount to be borrowed	2,750,000
Debt instrument additional face amount amount from related party	125,000
Debt instrument additional face amount previously received	1,250,000
Debt instrument converted into principal and amount of interest foregone	4,041,989
Debt instrument amount of interest foregone	1,040,989
Debt instrument accrued interest converted into principal	3,000,000
Debt instrument face value additional amount	$ 15,625,000
Debt instrument unamortized discount		$ 2,100,000
Class of warrants or rights issued during the period new issues shares \| shares		850,000
Long term debt bearing fixed interest rate percentage	7.50%
Debt instrument conversion price percentage	70.00%
Short term debt bearing fixed interest rate percentage	7.50%
Debt instrument, face amount		$ 4,000,000									$ 2,100,000
Secured Convertible Loan Note In Connection With Executed Subscription Agreements [Member]
Debt Instrument [Line Items]
Debt instrument principal and interest converted into equity discount percentage								30.00%				20.00%
Long term debt bearing fixed interest rate percentage												20.00%
Proceeds from secured debt			$ 20,000,000
Debt instrument, face amount			$ 20,000,000
Long-Term Debt [Member] \| Igor Lychagov [Member]
Debt Instrument [Line Items]
Debt maturity date					Jul. 31, 2023	Jul. 31, 2023
Unsecured Convertible Debt One [Member] \| Igor Lychagov [Member]
Debt Instrument [Line Items]
Debt instrument conversion as a percentage of share price				0.50%
Debt instrument borrowing fee expensed						$ 660,000
Debt instrument, face amount										$ 2,000,000
Unsecured Convertible Debt Two [Member] \| Igor Lychagov [Member]
Debt Instrument [Line Items]
Debt instrument conversion as a percentage of share price				0.50%
Debt instrument borrowing fee expensed \| €					€ 660,000
Debt instrument, face amount \| €									€ 2,000,000
Unsecured Convertible Debt One And Two [Member] \| Igor Lychagov [Member]
Debt Instrument [Line Items]
Debt instrument face value and borrowing fee				$ 5,587,343		$ 5,587,343
Subsequent Event [Member] \| Unsecured Convertible Debt One And Two [Member] \| Igor Lychagov [Member]
Debt Instrument [Line Items]
Debt instrument conversion price percentage							70.00%
Debt instrument outstanding including borrowing fees							$ 8,000,000
Advanced Subscription Agreement [Member]
Debt Instrument [Line Items]
Common stock subscribed but not issued shares \| shares				1,180,735		1,180,735
Initial Public Offer Or Special Purpose Acquistion Transaction If Occurred After Sixteenth Of December Two Thousand And Twenty Two And Before Sixteenth Of June Two Thousand And Twenty Three [Member] \| Secured Convertible Loan Note In Connection With Executed Subscription Agreements [Member]
Debt Instrument [Line Items]
Long term debt bearing fixed interest rate percentage												15.00%
Initial Public Offer Or Special Purpose Acquisition Transaction If Occurred Before Sixteenth Of December Two Thousand And Twenty Two [Member] \| Secured Convertible Loan Note In Connection With Executed Subscription Agreements [Member]
Debt Instrument [Line Items]
Long term debt bearing fixed interest rate percentage												10.00%
Rezolve Taiwan Limited [Member]
Debt Instrument [Line Items]
Derivative Liability, Measurement Input													10.8

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Restatement of Consolidated Balance Sheet (Details) - USD ($)

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Current assets

$ 10,441

$ 39,380

Receivables from related party

8,855

12,534

8,855

1,039,260

321,988

1,087,495

Non-current assets

79,593

110,998

2,134,903

450,446

2,214,496

561,444

2,536,484

1,648,939

697,067

4,569,703

3,728,974

777,576

621,791

4,492,790

2,640,384

Share-based payment liability

56,821,368

7,688,216

Liabilities, Noncurrent [Abstract]

Convertible debt

25,302,709

1,177,617

26,480,326

56,821,368

34,168,542

127,310

126,677

3,868

172,204,832

163,165,083

^[1]

(178,720)

(226,291,430)

(195,555,332)

(150,744)

(81,179)

(54,284,884)

(32,519,603)

$ (1,192,451)

2,536,484

1,648,939

As filed [Member]

Current assets

41,709

Receivables from related party

74,748

607,726

1,202,572

1,926,755

Non-current assets

139,560

Goodwill

1,061,763

6,237,443

7,738,766

9,365,521

697,067

4,262,476

225,120

3,488,909

Share-based payment liability

8,673,572

Liabilities, Noncurrent [Abstract]

Convertible debt

25,302,709

1,177,616

Deferred tax liability

1,526,622

28,006,947

36,680,519

126,677

3,868

172,202,839

163,163,090

(178,720)

(189,171,542)

(1,260,364)

(27,314,998)

As filed [Member] | Deferred shares [Member]

9,365,521

Restatement adjustments [Member]

1,993

Current assets

(2,329)

Receivables from related party

(65,893)

(607,726)

(163,312)

(839,260)

Non-current assets

(28,562)

Goodwill

(1,061,763)

(5,786,997)

(6,877,322)

7,700,000

(7,716,582)

(533,502)

396,671

(848,525)

(985,356)

Liabilities, Noncurrent [Abstract]

Deferred tax liability

(1,526,622)

(1,526,622)

7,700,000

(2,511,978)

1,993

(6,383,790)

1,179,185

(5,204,605)

Restatement adjustments [Member] | Deferred shares [Member]

(7,716,583)

Related Party Transactions

$ (1,993)

[1]	Includes related party balances of $(119,844) as at December 31, 2023 and 2022, refer to note 14.

Income Taxes - Reconciliation of the federal income tax rate to the Company's effective tax rate (Details) - USD ($)	3 Months Ended						6 Months Ended		9 Months Ended			12 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Income Tax Disclosure [Line Items]
Statutory federal income tax rate					19.00%					25.00%		23.50%		19.00%		19.00%
Loss before income taxes												$ (30,672,690)		$ (110,712,948)
Income tax benefit at statutory tax rates												7,208,082		21,035,460
Effect of:
Non-deductible or non-taxable foreign currency exchange results												(88,195)		(214,299)
International rate differences												(9,845)		282,884
Non-deductible expenses												(2,050,426)		(14,818,455)
Change in valuation allowance												(4,996,208)		(6,246,825)
Income tax expense												$ 63,408		$ 38,765
Armada Acquisition Corp I [Member]
Income Tax Disclosure [Line Items]
Statutory federal income tax rate	21.00%	21.00%	21.00%	21.00%	21.00%	21.00%	21.00%	21.00%	21.00%		21.00%		21.00%		21.00%
State taxes, net of federal tax benefit													0.00%		0.00%
Prior year true up													0.99%
Business combination expenses													119.13%		(15.50%)
Change in valuation allowance													67.40%		(9.70%)
Income tax provision	2.77%	14.11%	23.19%	17.26%	117.43%	30.01%	18.35%	43.32%	7.62%		96.28%		207.49%		(4.25%)
Effect of:
Income tax expense	$ 38,407	$ 47,080	$ 67,834	$ 82,376	$ 182,853	$ 260,331	$ 114,914	$ 443,184	$ 153,321		$ 525,560		$ 615,284		$ 145,621

Related Party Transactions

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2023

Mar. 31, 2024

Jun. 30, 2024

Dec. 31, 2023

Sep. 30, 2023

14.

Related party disclosures

Key managerial personnel (KMP) and Members of their immediate families


Dan Wagner		Director and chief executive officer
Richard Burchill		Chief financial officer
Sauvik Banerjjee		Chief executive officer, products, technology and digital services
Salman Ahmad		Chief technical officer
Peter Vesco		Chief commercial officer
Arthur Yao (1)		Chief executive officer, Rezolve China
Anthony Sharp		Non-executive deputy chairman
Sir David Wright		Non-executive director
Steve Perry		Non-executive director
Derek Smith		Non-executive director
Igor Lychagov		Non-Executive director (resigned May 19, 2023)
Susan Wagner		Member

(1)

Amounts paid to Arthur Yao were paid out of Rezolve Limited in the UK. The Company’s operations in China have since been approved for a planned liquidation through the Demerger (Refer to Note 2.1—Basis of presentation).

Transactions and outstanding balances of related parties were as follows:

Transactions during the year


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
Share Capital Issued at nominal value
DBLP Sea Cow (2) (number of ordinary shares issued in 2–23 – Nil and 2–22 – 27,246,461)	$	—	$	3,225
Loans Repaid
DBLP Sea Cow (2)		250,000		—
Convertible Loans taken
Steve Perry		132,269		—
Loans Taken
Dan Wagner		191,405		—
Igor Lychagov		5,587,343		—
Managerial remuneration
Key Management Personnel
Dan Wagner		296,067		298,654
Salman Ahmad		222,535		207,395
Richard Burchill		271,395		273,761
Sauvik Banerjee		393,440		188,972
		1,183,437		968,782
Sales and marketing		393,440		188,972
General and Administrative		789,997		779,810
		1,183,437		968,782
Share-based compensation
DBLP Sea Cow (2)		756,944		33,374,018
Richard Burchill		1,326,703		—
Steve Perry		—		2,449,787
Peter Vesco		60,556		—
Arthur Yao (1)		60,556		—
Sauvik Banerjee		842,746		—
Derek Smith		—		3,677,896
		3,047,505		39,501,701
Sales and marketing		963,858		—
General and Administrative		2,083,647		39,501,701
		3,047,505		39,501,701


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
Consulting fees
DBLP Sea Cow (2)		300,000		300,000
Peter Vesco		414,926		380,805
Arthur Yao (1)		300,000		300,000
		1,014,926		980,805
Sales and marketing		714,926		680,805
General and Administrative		300,000		300,000
		1,014,926		980,805
Director remuneration
Sir David Wright		92,521		87,107
Anthony Sharp		380,084		376,428
Steve Perry		92,521		93,329
Derek Smith		92,521		93,329
		657,647		650,193
Sales and marketing		—		—
General and Administrative		657,647		650,193
		657,647		650,193
Management remuneration
Sales and marketing		2,072,224		869,777
General and Administrative		3,831,291		41,231,704
		5,903,515		42,101,481
Business development expenses
Rezolve China (3)		777,161		7,136,168

(2)

DBLP Sea Cow Ltd. (a company incorporated in the Seychelles) (“DBLP Sea Cow”) is wholly legally owned by Dan Wagner, Chief Executive Officer of Rezolve.

(3)

The Company has expensed all cash transferred to its subsidiary Rezolve China. Please refer to the basis of presentation discussed in note 2.1.

Outstanding balances as at reporting date


	December 31, 2023		December 31, 2022
	$ (as restated)		$ (as restated)
Short term debt to related party
DBLP Sea Cow (2)		447,067		697,067
Dan Wagner		191,405		—
Igor Lychagov		5,587,343		—
		6,225,815		697,067


	December 31, 2023		December 31, 2022
	$ (as restated)		$ (as restated)
Due to related party
DBLP Sea Cow (2)		350,000		225,000
Dan Wagner		147,605		172,476
Richard Burchill		—		535
Arthur Yao		61,945		51,414
Peter Vesco		31,248		42,906
Steve Perry		1,133		—
Sauvik Banerjjee		58,320		—
Anthony Sharp		127,325		129,460
		777,576		621,791
Short term convertible debt
Steve Perry		132,269		—
Share Subscription Receivables
Dan Wagner		111,845		111,845
DBLP Sea Cow (2)		7,999		7,999
		119,844		119,844

(2)

DBLP Sea Cow Ltd. (a company incorporated in the Seychelles) (“DBLP Sea Cow”) is wholly legally owned by Dan Wagner, Chief Executive Officer of Rezolve.

Related Party Transactions

Note 3 — Related Party Transactions

Founder Shares

On February 3, 2021, the Sponsor paid $25,000, approximately $0.006 per share, to cover certain offering costs in consideration for 4,312,500 shares of common stock, par value $0.0001. On June 16, 2021, the Sponsor purchased an additional 700,000 shares of common stock at a purchase price of $0.006 per share, or an aggregate $4,070, and transferred 50,000 shares to its Chief Executive Officer and to its President and 35,000 shares to each of its three independent directors. On July 23, 2021, the Sponsor purchased an additional 1,200,000 shares of common stock at a purchase price of $0.006 per share, or an aggregate $6,975, resulting in the Sponsor holding an aggregate of 6,007,500 shares of common stock and the Chief Executive Officer, President and independent directors holding an aggregate of 205,000 shares of common stock (such shares, collectively, the “Founder Shares”). The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part. On October 1, 2021 the underwriters’ over-allotment option expired unused resulting in 1,125,000 Founder Shares forfeited to the Company for no consideration.

The Sponsor, officers and directors have agreed not to transfer, assign or sell any Founder Shares held by them until the earliest of (A)180 days after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their public shares for cash, securities or other property (except with respect to permitted transferees). Any permitted transferees would be subject to the same restrictions and other agreements of the Sponsor, officers, and directors with respect to any Founder Shares.

Additionally, upon consummation of the IPO, the Sponsor sold membership interests in the Sponsor to 10 anchor investors that purchased 9.9% of the units sold in the IPO. The Sponsor sold membership interests in the Sponsor entity reflecting an allocation of 131,250 Founder Shares to each anchor investor, or an aggregate of 1,312,500 Founder Shares to all 10 anchor investors, at a purchase price of approximately $0.006 per share. The Company estimated the aggregate fair value of these founder shares attributable to each anchor investor to be $424,491, or $3.23 per share. The Company has offset the excess of the fair value against the gross proceeds from these anchor investors as a reduction in its additional paid-in capital in accordance with Staff Accounting Bulletin Topic 5A.

Representative Common Stock

On February 8, 2021, EarlyBirdCapital, Inc. and Northland Securities, Inc. (“Northland”) purchased 162,500 and 87,500 shares of common stock (“representative shares”), respectively, at an average purchase price of approximately $0.0001 per share, or an aggregate purchase price of $25.00. On May 29, 2021, Northland returned 87,500 shares of common stock to the Company, for no consideration, which were subsequently cancelled.

The representative shares are identical to the public shares included in the Units being sold in the IPO, except that the representative shares are subject to certain transfer restrictions, as described in more detail below.

The holders of the representative shares have agreed not to transfer, assign or sell any such shares until 30 days after the completion of an initial Business Combination. In addition, the holders of the representative shares have agreed (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of an initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete an initial Business Combination.

Promissory Notes-to Related Party

On May 9, 2022, the Sponsor loaned the Company the aggregate amount of $483,034 in order to assist the Company to fund its working capital needs. The loan is evidenced by two promissory notes in the aggregate principal amount of $483,034 from the Company, as maker, to the Sponsor, as payee. During July 2022, the Company fully repaid one of the promissory notes in the amount of $187,034, which represented monies loaned to the Company for the payment of Delaware franchise taxes. The Company utilized the interest earned on the Trust Account to repay the promissory note. The Company also paid $0 and $4,300 on behalf of the Sponsor for tax services in period ended December 31, 2023 and September 30, 2023, respectively. These amounts were applied against the balance owing to the Sponsor under the remaining promissory note. As of December 31, 2023 and September 30, 2023, the net amount outstanding under the promissory note was $247,454 and $247,454, respectively.

or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time.

On July 28, 2023, the Company issued a promissory note to the Sponsor for the aggregate amount of $125,245. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time. The amount outstanding under this promissory note was $125,245 as of December 31, 2023.

On August 2, 2023, the Company entered into a promissory note to the Sponsor in the amount of up to $425,402. The Extension Note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. Upon consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert up to $425,402 of the total principal amount of this note, in whole or in part at the option of the Sponsor, into common stock of the Company at a price of $10.00 per share (the “Common Stock”). The Common Stock shall be identical to the private placement shares issued to the Sponsor at the time of the Company’s IPO. On August 8, 2023, the Company borrowed $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to September 17, 2023. On September 12, 2023, the Company borrowed an additional $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to October 17, 2023. On October 10, 2023, the Company borrowed an additional $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to November 17, 2023. On November 9, 2023, the Company borrowed an additional $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to December 17, 2023. On December 19, 2023, the Company borrowed an additional $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to January 17, 2024. As of December 31, 2023, $354,502 was drawn and outstanding under this note. Management has determined that the conversion feature described above should not be accounted for separately from its host instrument. The December 19, 2023 draw of $70,900 under the Extension Note was attributable to a draw down under the Subscription Agreement with Polar as described in the Note 4 below.

On August 8, 2023, the Company issued a promissory note to the Sponsor for the aggregate amount of $20,840 to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time. The amount outstanding under this promissory note was $20,840 as of December 31, 2023.

On September 8, 2023, the Company issued a promissory note to the Sponsor for the aggregate amount of $79,099 to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time. The amount outstanding under this promissory note was $79,099 as of December 31, 2023.

On October 10, 2023, the Company issued a promissory note to the Sponsor for the aggregate amount of $59,099 to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time. The amount outstanding under this promissory note was $59,099 as of December 31, 2023.

On November 20, 2023, the Company issued a promissory note to the Sponsor for the aggregate amount of $12,510 to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time. The amount outstanding under this promissory note was $12,510 as of December 31, 2023.

On December 19, 2023, the Company issued a promissory note to the Sponsor for the aggregate amount of $39,100 to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time. This promissory note is attributable to a draw down under the Subscription Agreement with Polar as described in the Note 4 below.

The aggregate balance outstanding under all promissory notes, excluding the funding under the Subscription Agreement with Polar (as described in the Not 4 below) was $2,776,600 and $2,564,439 as of December 31, 2023 and September 30, 2023, respectively.

Administrative Service Fee

Commencing on the date of the IPO, the Company will pay the Sponsor $10,000 per month for office space, utilities and secretarial support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended December 31, 2023, the Company incurred $30,000 in administrative service fees which were not paid and which were recorded in the accounts payable and accrued liabilities in the Company’s balance sheet, and for the three months ended December 31, 2022, the Company incurred and paid $30,000 in administrative service fees.

Note 3 — Related Party Transactions

Founder Shares

Representative Common Stock

On February 8, 2021, EarlyBirdCapital, Inc. and Northland Securities, Inc. (“Northland”) purchased 162,500 and 87,500 shares of common stock (“representative shares”), respectively, at an average purchase price of approximately $0.0001 per share, or an aggregate purchase price of $25. On May 29, 2021, Northland returned 87,500 shares of common stock to the Company, for no consideration, which were subsequently cancelled.

Promissory Notes-to Related Party

On May 9, 2022, the Sponsor loaned the Company the aggregate amount of $483,034 in order to assist the Company to fund its working capital needs. The loan is evidenced by two promissory notes in the aggregate principal amount of $483,034 from the Company, as maker, to the Sponsor, as payee. During July 2022, the Company fully repaid one of the promissory notes in the amount of $187,034, which represented monies loaned to the Company for the payment of Delaware franchise taxes. The Company utilized the interest earned on the Trust Account to repay the promissory note. The Company also paid $0 and $4,300 on behalf of the Sponsor for tax services in the three and six-month periods ended March 31, 2024 and 2023, respectively. These amounts were applied against the balance owing to the Sponsor under the remaining promissory note. As of March 31, 2024 and September 30, 2023, the net amount outstanding under the promissory note was $247,454 and $247,454, respectively.

On November 10, 2022, the Sponsor loaned the Company $1,500,000 in order to cover the additional contribution to the Trust Account in connection with the Company’s exercise of the extension of the Combination Period until February 17, 2023, and $450,000 to fund its working capital needs. The promissory notes are non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time.

On August 2, 2023, the Company entered into a promissory note to the Sponsor in the amount of up to $425,402. The Extension Note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. Upon consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert up to $425,402 of the total principal amount of this note, in whole or in part at the option of the Sponsor, into common stock of the Company at a price of $10.00 per share (the “Common Stock”). The Common Stock shall be identical to the private placement shares issued to the Sponsor at the time of the Company’s IPO. On August 8, 2023, the Company borrowed $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to September 17, 2023. On September 12, 2023, the Company borrowed an additional $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to October 17, 2023. On October 10, 2023, the Company borrowed an additional $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to November 17, 2023. On November 9, 2023, the Company borrowed an additional $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to December 17, 2023. On December 19, 2023, the Company borrowed an additional $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to January 17, 2024. As of March 31, 2024, $354,502 was drawn and outstanding under this note. Management has determined that the conversion feature described above should not be accounted for separately from its host instrument. The December 19, 2023 draw of $70,900 under the Extension Note was attributable to a draw down under the Subscription Agreement with Polar as described in the Note 4 below.

On January 16, 2024, the Company borrowed an additional $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to February 17, 2024. The funds made available by the Sponsor to the Company under the Extension Note were attributable to a draw down under the Subscription Agreement with Polar described in Note 4 below.

On January 16, 2024, the Company borrowed $39,100 from the Sponsor to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. This promissory note was funded by the Sponsor pursuant to a draw down under the Subscription Agreement with Polar (as described in Note 4 below).

In connection with the approval of the Third Extension Amendment Proposal, the Company issued an unsecured promissory note in the principal amount of up to $297,714 (the “Second Extension Note”) to the Sponsor. The Second Extension Note does not bear interest and matures upon closing of the Business Combination. In the event that the Company does not consummate a Business Combination, the Second Extension Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The proceeds of the Second Extension Note will be deposited in the Trust Account in connection with the Charter Amendment as follows: $ 49,619 to be deposited into the Trust Account within three business days following February 17, 2024, and up to $248,095 in five equal installments to be deposited into the Trust Account for each of the five one-month extensions.

On February 16, 2024, the Company borrowed $49,619 under the Second Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to March 17, 2024. The funds made available by the Sponsor to the Company under the Second Extension Note were attributable to a draw down under the Subscription Agreement with Polar described in Note 4 below.

On February 16, 2024, the Company borrowed $60,381 from the Sponsor to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. This promissory note was funded by the Sponsor pursuant to a draw down under the Subscription Agreement with Polar described in Note 4 below.

On March 13, 2024, the Company borrowed $49,619 under the Second Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to April 17, 2024. The funds made available by the Sponsor to the Company under the Second Extension Note were attributable to the fourth and final draw down under the Subscription Agreement with Polar described in Note 4 below.

On March 13, 2024, the Company borrowed $60,381 from the Sponsor to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. This promissory note was funded by the Sponsor pursuant to the fourth and final draw down under the Subscription Agreement with Polar described in Note 4 below.

The aggregate balance outstanding under all promissory notes, excluding the funding under the Subscription Agreement with Polar (as described in Note 4 below) was $2,776,600 and $2,564,439 as of March 31, 2024 and September 30, 2023, respectively.

Administrative Service Fee

Commencing on the date of the IPO, the Company will pay the Sponsor $10,000 per month for office space, utilities and secretarial support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and six months ended March 31, 2024, the Company incurred $30,000 and $60,000, respectively in administrative service fees. The Company has $10,000 and $0 related to the administrative service fees, included in the accounts payable as of March 31, 2024 and September 30, 2023, respectively.

Note 3 — Related Party Transactions

Founder Shares

Representative Common Stock

On February 8, 2021, EarlyBirdCapital, Inc. and Northland Securities, Inc. (“Northland”) purchased 162,500 and 87,500 shares of common stock (“representative shares”), respectively, at an average purchase price of approximately $0.0001 per share, or an aggregate purchase price of $25. On May 29, 2021, Northland returned 87,500 shares of common stock to the Company, for no consideration, which were subsequently cancelled.

Promissory Notes-to Related Party

On May 9, 2022, the Sponsor loaned the Company the aggregate amount of $483,034 in order to assist the Company to fund its working capital needs. The loan is evidenced by two promissory notes in the aggregate principal amount of $483,034 from the Company, as maker, to the Sponsor, as payee. During July 2022, the Company fully repaid one of the promissory notes in the amount of $187,034, which represented monies loaned to the Company for the payment of Delaware franchise taxes. The Company utilized the interest earned on the Trust Account to repay the promissory note. The Company also paid $0 and $4,300 on behalf of the Sponsor for tax services in the three and nine-month periods ended June 30, 2024 and 2023, respectively. These amounts were applied against the balance owing to the Sponsor under the remaining promissory note. As of June 30, 2024 and September 30, 2023, the net amount outstanding under the promissory note was $247,454 and $247,454, respectively.

On August 2, 2023, the Company entered into a promissory note to the Sponsor in the amount of up to $425,402. The Extension Note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. Upon consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert up to $425,402 of the total principal amount of this note, in whole or in part at the option of the Sponsor, into common stock of the Company at a price of $10.00 per share (the “Common Stock”). The Common Stock shall be identical to the private placement shares issued to the Sponsor at the time of the Company’s IPO. On August 8, 2023, the Company borrowed $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to September 17, 2023. On September 12, 2023, the Company borrowed an additional $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to October 17, 2023. On October 10, 2023, the Company borrowed an additional $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to November 17, 2023. On November 9, 2023, the Company borrowed an additional $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to December 17, 2023. On December 19, 2023, the Company borrowed an additional $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to January 17, 2024. As of June 30, 2024, $354,502 was drawn and outstanding under this note. Management has determined that the conversion feature described above should not be accounted for separately from its host instrument. The December 19, 2023 draw of $70,900 under the Extension Note was attributable to a draw down under the Subscription Agreement with Polar as described in the Note 4 below.

monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time. The amount outstanding under this promissory note was $79,099 as of June 30, 2024.

date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. This promissory note was funded by the Sponsor pursuant to the fourth and final draw down under the Subscription Agreement with Polar described in Note 4 below.

On April 16, 2024, the Company borrowed $49,619 under the Second Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to May 17, 2024.

On April 16, 2024 the Company issued a promissory note to the Sponsor for the aggregate amount of $53,388 to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time. This promissory note was partially funded by the Sponsor pursuant to the funds provided under the Subscription Agreement with Vellar described in Note 4 below.

On April 22, 2024 the Company issued a promissory note to the Sponsor for the aggregate amount of $40,939 to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time.

On April 25, 2024 the Company issued a promissory note to the Sponsor for the aggregate amount of $19,054 to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time.

On May 15, 2024, the Company borrowed $49,619 under the Second Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to June 17, 2024.

On May 15, 2024, the Company issued a promissory note to the Sponsor for the aggregate amount of $12,381 to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time.

On June 6, 2024, the Company issued a promissory note to the Sponsor for the aggregate amount of $5,150 to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time.

On June 15, 2024, the Company borrowed $49,619 under the Second Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to July 17, 2024.

On June 21, 2024, the Company issued a promissory note to the Sponsor for the aggregate amount of $1,364 to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time.

On June 21, 2024, the Company issued a promissory note to the Sponsor for the aggregate amount of $32,000 to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time

The aggregate balance outstanding under all promissory notes, excluding the funding under the Subscription Agreements (as described in Note 4 below) was $3,056,726 and $2,564,439 as of June 30, 2024 and September 30, 2023, respectively.

Administrative Service Fee

Commencing on the date of the IPO, the Company will pay the Sponsor $10,000 per month for office space, utilities and secretarial support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended June 30, 2024, the Company incurred $30,000 and $90,000, respectively in administrative service fees. For each of the three and nine months ended June 30, 2023, the Company incurred and paid

$30,000 and $90,000, respectively, in administrative service fees. The Company has $60,000 and $0 related to the administrative service fees, included in the accounts payable as of June 30, 2024 and September 30, 2023, respectively.

Note 3 — Related Party Transactions

Founder Shares

On February 3, 2021, the Sponsor paid $25,000, approximately $0.006 per share, to cover certain offering costs in consideration for 4,312,500 shares of common stock, par value $0.0001. On June 16, 2021, the Sponsor purchased an additional 700,000 shares of common stock at a purchase price of $0.006 per share, or an aggregate $4,070, and transferred 50,000 shares to its Chief Executive Officer and to its President and 35,000 shares to each of its three independent directors. On July 23, 2021, the Sponsor purchased an additional 1,200,000 shares of common stock at a purchase price of $0.006 per share, or an aggregate $6,975, resulting in the Sponsor holding an aggregate of 6,007,500 shares of common stock and the Chief Executive Officer, President and independent directors holding an aggregate of 205,000 shares of common stock (such shares, collectively, the “Founder Shares”). The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part. On October 1, 2021 the underwriters’ over-allotment option expired unused resulting in 1,125,000 founder shares forfeited to the Company for no consideration.

The Sponsor, officers and directors have agreed not to transfer, assign or sell any Founder Shares held by them until the earliest of (A) 180 days after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their public shares for cash, securities or other property (except with respect to permitted transferees). Any permitted transferees would be subject to the same restrictions and other agreements of the Sponsor, officers, and directors with respect to any Founder Shares.

Representative Common Stock

Promissory Notes-to Related Party

On May 9, 2022, the Sponsor loaned the Company the aggregate amount of $483,034 in order to assist the Company to fund its working capital needs. The loan is evidenced by two promissory notes in the aggregate principal amount of $483,034 from the Company, as maker, to the Sponsor, as payee. During July 2022, the Company fully repaid one of the promissory notes in the amount of $187,034, which represented monies loaned to the Company for the payment of Delaware franchise taxes. The Company utilized the interest earned on the Trust Account to repay the promissory note. The Company also paid $4,300 and $44,246 on behalf of the Sponsor for tax services in fiscal years 2023 and 2022, respectively. These amounts were applied against the balance owing to the

Sponsor under the remaining promissory note. As of September 30, 2023 and 2022, the net amount outstanding under the promissory note was $247,454 and $251,754, respectively.

On July 28, 2023, the Company issued a promissory note to the Sponsor for the aggregate amount of $125,245. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time. The amount of the promissory note was fully drawn and outstanding as of the date of this report.

extending the Termination Date to September 17, 2023. On September 12, 2023, the Company borrowed an additional $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to October 17, 2023. As of September 30, 2023, $141,800 was drawn and outstanding under this note. Management has determined that the conversion feature described above should not be accounted for separately from its host instrument.

On August 8, 2023, the Company issued a promissory note to the Sponsor for the aggregate amount of $20,840 to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time. The amount of the promissory note was fully drawn and outstanding as of the date of this report.

On September 8, 2023, the Company issued a promissory note to the Sponsor for the aggregate amount of $79,099 to be used for working capital. The promissory note is non-interest bearing and due on the earlier of: (i) the liquidation or release of all of the monies held in the Trust Account or (ii) the date on which the Company consummates an acquisition, merger or other business combination transaction involving the Company or its affiliates. The principal balance may be prepaid at any time. The amount of the promissory note was fully drawn and outstanding as of the date of this report.

The aggregate balance outstanding under all promissory notes, including the Extension Note, was $2,564,439 and $251,754 as of September 30, 2023 and 2022, respectively.

Administrative Service Fee

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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Organization, Business Operations and Going Concern	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
Organization, Business Operations and Going Concern	Dec. 31, 2023	Mar. 31, 2024	Jun. 30, 2024	Dec. 31, 2023	Sep. 30, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Organization, Business Operations and Going Concern				1. Organization and nature of operations Rezolve Group Limited (“Rezolve” or “the Company”) was incorporated in England and Wales on January 5, 2023 and changed its name on June 5, 2023 to Rezolve AI Limited. Rezolve is a mobile commerce and engagement platform that enables retailers and brands to deliver rich and engaging mobile experiences to consumers. The mailing address of Rezolve’s registered office is 3rd Floor, 80 New Bond Street, London, United Kingdom, W1S 1SB.
Armada Acquisition Corp I [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Organization, Business Operations and Going Concern	Note–1 - Organization, Business Operations and Going Concern Armada Acquisition Corp. I (the “Company”) is a blank check company incorporated as a Delaware corporation on November 5, 2020. The Company was incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). As more fully described in this Note 1, on December 17, 2021 the Company entered into a business combination agreement with a target business which was amended and restated on June 16, 2023, and further amended on August 4, 2023. The Company concentrated its efforts in identifying businesses in the financial services industry with particular emphasis on businesses that are providing or changing technology for traditional financial services. As of December 31, 2023, the Company had not commenced any operations. All activity for the period from November 5, 2020 (inception) through December 31, 2023, relates to the Company’s formation and the initial public offering (the “IPO”) described below, and since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company’s sponsor is Armada Sponsor LLC (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on August 12, 2021 (the “Effective Date”). On August 17, 2021, the Company commenced the IPO of 15,000,000 units at $10.00 per unit (the “Units”). Simultaneously with the consummation of the IPO, the Company consummated the private placement of 459,500 shares of common stock (“Private Shares”) at a price of $10.00 per share for an aggregate purchase price of $4,595,000. Transaction costs amounted to $3,537,515, consisting of $1,500,000 of underwriting commissions, and $2,037,515 of other offering costs. Following the closing of the IPO, a total of $150,000,000 ($10.00 per Unit) was held in the Trust Account (“Trust Account”). The funds held in the Trust Account are required to be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, on August 10, 2023 we instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing demand deposit account until the earlier of the consummation of a Business Combination or our liquidation. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay tax obligations and up to $100,000 to pay dissolution expenses, the proceeds from the IPO and the sale of the Private Shares will not be released from the Trust Account until the earlier of the completion of a Business Combination or the Company’s redemption of 100% of the outstanding public shares if it has not completed a Business Combination in the required time period. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company completes a Business Combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. In connection with any proposed Business Combination, the Company will either (1) seek stockholders approval of the initial Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide its stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), in each case subject to the limitations described herein. The decision as to whether the Company will seek stockholders approval of a proposed Business Combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely in its discretion. The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination (unless the proposal amending the Company charter to remove the net tangible assets requirement in connection with the Business Combination is approved and implemented at the special meeting approving the Business Combination) and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company had until February 17, 2023 (or 18 months following the IPO) to consummate a Business Combination (the “Combination Period”). As further described in Note 1, on February 2, 2023, the stockholders approved an amendment to our certificate of incorporation to extend the Combination Period until August 17, 2023. On August 2, 2023, the stockholders approved a second amendment to our certificate of incorporation to extend the Combination Period for six monthly periods or until no later than February 17, 2024. On February 15, 2024, the stockholders approved a third amendment to the Company’s certificate of incorporation to extend the Combination Period for up to six additional monthly periods or until no later than August 17, 2024. On August 8, 2023, the Company deposited $70,900 into the Trust Account thereby extending the Combination Period until September 17, 2023, and on each of September 12, 2023, October 11, 2023, November 9, 2023, December 15, 2023 and January 16, 2024, the Company deposited $70,900 into the Trust Account, thereby extending the Combination Period for five additional months or until February17, 2024. However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company but net of taxes payable (and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed (i) to vote any shares owned by them in favor of any proposed Business Combination, (ii) not to redeem any shares in connection with a stockholder vote to approve a proposed initial Business Combination or sell any shares to the Company in a tender offer in connection with a proposed initial Business Combination, (iii) that the founders’ shares will not participate in any liquidating distributions from the Company’s Trust Account upon winding up if a Business Combination is not consummated. The Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $10.00 per share by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company. The agreement to be entered into by the Sponsor specifically provides for two exceptions to the indemnity it has given: it will have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity, which has executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, or (2) as to any claims for indemnification by the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company believes it is unlikely that the Sponsor will be able to satisfy its indemnification obligations if it is required to do so. On December 17, 2021, the Company entered into a business combination agreement as amended on November 10, 2022, June 16, 2023, and August 4, 2023 with Rezolve Limited, a private limited company incorporated under the laws of England and Wales (“Rezolve”), Rezolve Group Limited, a Cayman Islands exempted company (“Cayman NewCo”), and Rezolve Merger Sub, Inc., (“Rezolve Merger Sub”) (such business combination agreement, the “Business Combination Agreement,” and such business combination, the “Business Combination”). On November 10, 2022, the Company and Rezolve entered into a First Amendment to the Business Combination Agreement (the “Amendment,” and together with the Original Business Combination Agreement, the “Business Combination Agreement” and the business combination contemplated thereby, the “Business Combination”), to among other things, extend the date on which either party to the Business Combination Agreement had the right to terminate the Business Combination Agreement if the Business Combination had not been completed by such date to the later of (i) January 31, 2023 or (ii) fifteen days prior to the last date on which the Company may consummate a Business Combination, and change the structure of the Business Combination such that Cayman NewCo is no longer a party to the Business Combination Agreement or the Business Combination. On February 2, 2023, the Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Charter to extend the date by which the Company must consummate a Business Combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s IPO, from February 17, 2023 for up to six additional months at the election of the Company, ultimately until as late as August 17, 2023 (the “Extension”). In connection with the Extension, the holders of 11,491,148 shares of Common Stock elected to redeem their shares at a per share redemption price of approximately $10.19. As a result, $117,079,879 was removed from the Company’s Trust Account to pay such holders. On June 16, 2023, the Company, Rezolve, Rezolve AI Limited, a private limited liability company incorporated under the laws of England and Wales (“Rezolve AI”) and Rezolve Merger Sub amended and restated the Business Combination Agreement (the “Amended and Restated Business Combination Agreement”) by way of a Deed of Release, Amendment and Restatement to, among other things, amend (a) the enterprise value of Rezolve by which the aggregate stock consideration is calculated to $1.60 billion, and (b) provide for (i) a pre-Closing demerger (the “Pre-Closing Demerger”) of Rezolve pursuant to UK legislation under which (x) part of Rezolve’s business and assets (being all of its business and assets except for certain shares in Rezolve Information Technology (Shanghai) Co Ltd and its wholly owned subsidiary Nine Stone (Shanghai) Ltd and Rezolve Information Technology (Shanghai) Co Ltd Beijing Branch and certain other excluded assets) are to be transferred to Rezolve AI in exchange for the issue by Rezolve AI of shares of the same classes of capital stock as in Rezolve for distribution among the original shareholders of Rezolve in proportion to their holdings of shares of each class of capital stock in Rezolve as at immediately prior to the Pre-Closing Demerger, (y) Rezolve AI will be assigned, assume and/or reissue the secured convertible notes currently issued by Rezolve pursuant to the Loan Agreements (as defined in the Amended and Restated Business Combination Agreement) and (z) Rezolve will then be wound up, and (ii) the merger of the Company with and into Rezolve Merger Sub, with the Company continuing as the surviving entity (the “Merger”) such that after completion of the Pre-Closing Demerger and Merger, the Company will become a wholly owned subsidiary of Rezolve AI. Concurrently with the execution and delivery of the Amended and Restated Business Combination Agreement, the Company and the Key Company Shareholders (as defined in the Amended and Restated Business Combination Agreement) have entered into the Transaction Support Agreement, pursuant to which, among other things, the Key Company Shareholders have agreed to (a) vote in favor of the Company Reorganization (b) vote in favor of the Amended and Restated Business Combination Agreement and the agreements contemplated thereby and the transactions contemplated thereby, (c) enter into the Investor Rights Agreement (as defined in the Amended and Restated Business Combination Agreement) at Closing and (d) the termination of certain agreements effective as of Closing. On August 2, 2023, the Company held a special meeting of its stockholders to approve an amendment to its Charter (the “Charter Amendment”) to extend the date (the “Termination Date”) by which Armada has to consummate a Business Combination from August 17, 2023 (the “Original Termination Date”) to September 17, 2023 (the “Charter Extension Date”) and to allow Armada, without another stockholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis up to five times by an additional one month each time after the Charter Extension Date, by resolution of Armada’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until February 17, 2024, or a total of up to six months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Second Extension Amendment Proposal”). The stockholders of Armada approved the Second Extension Amendment Proposal at the special meeting and on August 3, 2023, Armada filed the Charter Amendment with the Delaware Secretary of State. In connection with the vote to approve the Charter Amendment, the holders of 1,145,503 public shares of Common Stock of Armada exercised their right to redeem their shares for cash at a redemption price of approximately $10.56 per share, for an aggregate redemption amount of approximately $12,095,215. In connection with the approval of the Second Extension Amendment Proposal, the Company issued an unsecured promissory note in the principal amount of up to $425,402 (the “Extension Note”) to the Sponsor. The Extension Note does not bear interest and matures upon closing of the Business Combination. In the event that Armada does not consummate a Business Combination, the Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The proceeds of the Extension Note will be deposited in the Trust Account in connection with the Charter Amendment as follows: $70,900 to be deposited into the Trust Account within five business days following approval of the Charter Amendment by the Company’s stockholders, and up to $354,502 in five equal installments to be deposited into the Trust Account for each of the five one-month extensions. On August 8, 2023, the Company borrowed $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to September 17, 2023, and on September 12, 2023, October 11, 2023, November 9, 2023, December 19, 2023 and January 16, 2024 the Company borrowed $70,900 under the Extension Note on each such date and deposited the funds into the Trust Account thereby extending the Combination Period for five additional months or until February 17, 2024. Payments made on December 19, 2023 and January 16, 2024 were funded under the terms of the Subscription Agreement with Polar (see Note 4 below). On August 4, 2023, the Company, Rezolve, Rezolve AI, and Rezolve Merger Sub amended the Business Combination Agreement to remove the requirement that after giving effect to the transactions contemplated by the Business Combination Agreement, Rezolve shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the closing of the Business Combination. On February 15, 2024, the Company held a special meeting of its stockholders to approve an amendment to its Charter (the “Charter Amendment”) to extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination from February 17, 2024 (the “Termination Date”) to March 17, 2024 (the “Charter Extension Date”) and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis up to five times by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until August 17, 2024, or a total of up to six months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Third Extension Amendment Proposal”). The stockholders of the Company approved the Third Extension Amendment Proposal at the special meeting and on February 15, 2024 the Company filed the Charter Amendment with the Delaware Secretary of State. In connection with the vote to approve the Charter Amendment, the holders of 945,662 shares of Common Stock of the Company exercised their right to redeem their shares for cash at a redemption price of approximately $10.98 per share, for an aggregate redemption amount of $10,384,496. In connection with the approval of the Third Extension Amendment Proposal, the Company issued an unsecured promissory note in the principal amount of up to $297,714 (the “Second Extension Note”) to the Sponsor. The Second Extension Note does not bear interest and matures upon closing of the Business Combination. In the event that the Company does not consummate a Business Combination, the Second Extension Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The proceeds of the Second Extension Note will be deposited in the Trust Account in connection with the Charter Amendment as follows: $49,619 to be deposited into the Trust Account within three business days following February 17, 2024, and up to $248,095 in five equal installments to be deposited into the Trust Account for each of the five one-month extensions. Liquidity and Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2023, the Company had approximately $54,000 of cash in its bank operating account and a working capital deficiency of approximately $9.1 million (excluding income tax payable and franchise tax payable). Following the completion of our IPO, the Sponsor has from time to time provided loans to the Company in order to assist the Company to fund its working capital needs and to provide funds to pay for the extensions of the Combination Period, all as more fully described in Note 3. The aggregate balance outstanding under all promissory notes, including the Extension Note, was $2,776,600 and $2,564,439 as of December 31, 2023, and September 30, 2023, respectively. The balance of subscription agreement liability (net of debt discount) was $6,752 as of December 31, 2023, and $0 as of September 30, 2023. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through August 17, 2024, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry, the geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities, as well as the war between Israel and Hamas, and the possibility of these conflicts spreading in the surrounding region, the status of debt and equity markets, and protectionist legislation in our target markets. Management has concluded that while it is reasonably possible that any of the foregoing could have a negative effect on the Company’s financial position, results of its operations and/or that of Rezolve’s or any other target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs on or after January 1, 2023, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of the Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. The Company has agreed that any such excise taxes shall not be paid from the interest earned on the funds held in the Trust Account. As discussed above, during February 2023, holders of 11,491,148 shares of Common Stock elected to redeem their shares in connection with the Extension. As a result, $117,079,879 was removed from the Company’s Trust Account to pay such holders. During August 2023, holders of 1,145,503 shares of Common Stock elected to redeem their shares in connection with the Second Amendment Extension Proposal. As a result, $12,095,215 was removed from the Company’s Trust Account to pay such holders. During February 2024, holders of 945,662 shares of Common Stock elected to redeem their shares in connection with the Third Amendment Extension Proposal at a redemption price of approximately $10.98 per share, for an aggregate redemption amount of $10,384,496. Management has evaluated the requirements of the IR Act and the Company’s operations, and has determined that $1,291,751 is required to be recorded as a liability on the Company’s balance sheet as of December 31, 2023. This liability will be reevaluated and remeasured at the end of each quarterly period.	Note–1 - Organization, Business Operations and Going Concern Armada Acquisition Corp. I (the “Company” or “Armada”) is a blank check company incorporated as a Delaware corporation on November 5, 2020. The Company was incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). On December 17, 2021, the Company entered into a business combination agreement with a target business which was amended and restated on June 16, 2023, and further amended on August 4, 2023. The Company concentrated its efforts in identifying businesses in the financial services industry with particular emphasis on businesses that are providing or changing technology for traditional financial services. As of March 31, 2024, the Company had not commenced any operations. All activity for the period from November 5, 2020 (inception) through March 31, 2024, relates to the Company’s formation and the initial public offering (the “IPO”) described below, and since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has generated non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company’s sponsor is Armada Sponsor LLC (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on August 12, 2021 (the “Effective Date”). On August 17, 2021, the Company commenced the IPO of 15,000,000 units at $10.00 per unit (the “Units”). Simultaneously with the consummation of the IPO, the Company consummated the private placement of 459,500 shares of common stock (“Private Shares”) at a price of $10.00 per share for an aggregate purchase price of $4,595,000. Transaction costs amounted to $3,537,515, consisting of $1,500,000 of underwriting commissions, and $2,037,515 of other offering costs. Following the closing of the IPO, a total of $150,000,000 ($10.00 per Unit) was held in the Trust Account (“Trust Account”). The funds held in the Trust Account are required to be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, on August 10, 2023 we instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing demand deposit account until the earlier of the consummation of a Business Combination or our liquidation. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay tax obligations and up to $100,000 to pay dissolution expenses, the proceeds from the IPO and the sale of the Private Shares will not be released from the Trust Account except as follows: (i) the redemption of public shares held by stockholders requesting redemption in connection with the approval by the stockholders of an amendment to the Company’s charter to further extend the required time during which the Company must complete a Business Combination; (ii) the redemption of public shares held by stockholders requesting redemption in connection with the approval by the stockholders of a proposed Business Combination; (iii) upon the completion of a Business Combination; or (iv) the redemption of all remaining public shares if the Company has not completed a Business Combination during the required time period. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company completes a Business Combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. In connection with any proposed Business Combination, the Company will either (1) seek stockholders approval of the initial Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide its stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), in each case subject to the limitations described herein. The decision as to whether the Company will seek stockholders approval of a proposed Business Combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely in its discretion. The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination (unless the proposal amending the Company charter to remove the net tangible assets requirement in connection with the Business Combination is approved and implemented at the special meeting approving the Business Combination) and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company had until February 17, 2023 (or 18 months following the IPO) to consummate a Business Combination (the “Combination Period”). On February 2, 2023, the stockholders approved an amendment to our certificate of incorporation to extend the Combination Period until August 17, 2023. On August 2, 2023, the stockholders approved a second amendment to our certificate of incorporation to extend the Combination Period for six monthly periods or until no later than February 17, 2024. On February 15, 2024, the stockholders approved a third amendment to the Company’s certificate of incorporation to extend the Combination Period for up to six additional monthly periods or until no later than August 17, 2024. On August 8, 2023, the Company deposited $70,900 into the Trust Account thereby extending the Combination Period until September 17, 2023, and on each of September 12, 2023, October 11, 2023, November 9, 2023, December 15, 2023 and January 16, 2024, the Company deposited $70,900 into the Trust Account, thereby extending the Combination Period for five additional months or until February 17, 2024. On February 13, 2024, the Company deposited $49,619 into the Trust Account thereby extending the Combination Period until March 17, 2024, and on each of March 13, 2024 and April 16, 2024, the Company deposited $49,619 into the Trust Account thereby extending the Combination Period for an additional two months or until May 17, 2024. However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company but net of taxes payable (and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed (i) to vote any shares owned by them in favor of any proposed Business Combination, (ii) not to redeem any shares in connection with a stockholder vote to approve a proposed initial Business Combination or sell any shares to the Company in a tender offer in connection with a proposed initial Business Combination, (iii) that the founders’ shares will not participate in any liquidating distributions from the Company’s Trust Account upon winding up if a Business Combination is not consummated. The Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $10.00 per share by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company. The agreement to be entered into by the Sponsor specifically provides for two exceptions to the indemnity it has given: it will have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity, which has executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, or (2) as to any claims for indemnification by the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company believes it is unlikely that the Sponsor will be able to satisfy its indemnification obligations if it is required to do so. On December 17, 2021, the Company entered into a business combination agreement as amended on November 10, 2022, June 16, 2023, and August 4, 2023 with Rezolve Limited, a private limited company incorporated under the laws of England and Wales (“Rezolve”), Rezolve Group Limited, a Cayman Islands exempted company (“Cayman NewCo”), and Rezolve Merger Sub, Inc., (“Rezolve Merger Sub”) (such business combination agreement, the “Business Combination Agreement,” and such business combination, the “Business Combination”). On November 10, 2022, the Company and Rezolve entered into a First Amendment to the Business Combination Agreement (the “Amendment,” and together with the Original Business Combination Agreement, the “Business Combination Agreement” and the business combination contemplated thereby, the “Business Combination”), to among other things, extend the date on which either party to the Business Combination Agreement had the right to terminate the Business Combination Agreement if the Business Combination had not been completed by such date to the later of (i) January 31, 2023 or (ii) fifteen days prior to the last date on which the Company may consummate a Business Combination, and change the structure of the Business Combination such that Cayman NewCo is no longer a party to the Business Combination Agreement or the Business Combination. On February 2, 2023, the Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Charter to extend the date by which the Company must consummate a Business Combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s IPO, from February 17, 2023 for up to six additional months at the election of the Company, ultimately until as late as August 17, 2023 (the “Extension”). In connection with the Extension, the holders of 11,491,148 shares of Common Stock elected to redeem their shares at a per share redemption price of approximately $10.19. As a result, $117,079,879 was removed from the Company’s Trust Account to pay such holders. On June 16, 2023, the Company, Rezolve, Rezolve AI Limited, a private limited liability company incorporated under the laws of England and Wales (“Rezolve AI”) and Rezolve Merger Sub amended and restated the Business Combination Agreement (the “Amended and Restated Business Combination Agreement”) by way of a Deed of Release, Amendment and Restatement to, among other things, amend (a) the enterprise value of Rezolve by which the aggregate stock consideration is calculated to $1.60 billion, and (b) provide for (i) a pre-Closing demerger (the“Pre-Closing Demerger”) of Rezolve pursuant to UK legislation under which (x) part of Rezolve’s business and assets (being all of its business and assets except for certain shares in Rezolve Information Technology (Shanghai) Co Ltd and its wholly owned subsidiary Nine Stone (Shanghai) Ltd and Rezolve Information Technology (Shanghai) Co Ltd Beijing Branch and certain other excluded assets) are to be transferred to Rezolve AI in exchange for the issue by Rezolve AI of shares of the same classes of capital stock as in Rezolve for distribution among the original shareholders of Rezolve in proportion to their holdings of shares of each class of capital stock in Rezolve as at immediately prior to the Pre-Closing Demerger, (y) Rezolve AI will be assigned, assume and/or reissue the secured convertible notes currently issued by Rezolve pursuant to the Loan Agreements (as defined in the Amended and Restated Business Combination Agreement) and (z) Rezolve will then be wound up, and (ii) the merger of the Company with and into Rezolve Merger Sub, with the Company continuing as the surviving entity (the “Merger”) such that after completion of the Pre-Closing Demerger and Merger, the Company will become a wholly owned subsidiary of Rezolve AI. Concurrently with the execution and delivery of the Amended and Restated Business Combination Agreement, the Company and the Key Company Shareholders (as defined in the Amended and Restated Business Combination Agreement) have entered into the Transaction Support Agreement, pursuant to which, among other things, the Key Company Shareholders have agreed to (a) vote in favor of the Company Reorganization (b) vote in favor of the Amended and Restated Business Combination Agreement and the agreements contemplated thereby and the transactions contemplated thereby, (c) enter into the Investor Rights Agreement (as defined in the Amended and Restated Business Combination Agreement) at Closing and (d) the termination of certain agreements effective as of Closing. On August 2, 2023, the Company held a special meeting of its stockholders to approve an amendment to its Charter (the “Charter Amendment”) to extend the date (the “Termination Date”) by which Armada has to consummate a Business Combination from August 17, 2023 (the “Original Termination Date”) to September 17, 2023 (the “Charter Extension Date”) and to allow Armada, without another stockholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis up to five times by an additional one month each time after the Charter Extension Date, by resolution of Armada’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until February 17, 2024, or a total of up to six months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Second Extension Amendment Proposal”). The stockholders of Armada approved the Second Extension Amendment Proposal at the special meeting and on August 3, 2023, Armada filed the Charter Amendment with the Delaware Secretary of State. In connection with the vote to approve the Charter Amendment, the holders of 1,145,503 public shares of Common Stock of Armada exercised their right to redeem their shares for cash at a redemption price of approximately $10.56 per share, for an aggregate redemption amount of approximately $12,095,215. In connection with the approval of the Second Extension Amendment Proposal, the Company issued an unsecured promissory note in the principal amount of up to $425,402 (the “Extension Note”) to the Sponsor. The Extension Note does not bear interest and matures upon closing of the Business Combination. In the event that Armada does not consummate a Business Combination, the Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The proceeds of the Extension Note will be deposited in the Trust Account in connection with the Charter Amendment as follows: $70,900 to be deposited into the Trust Account within five business days following approval of the Charter Amendment by the Company’s stockholders, and up to $354,502 in five equal installments to be deposited into the Trust Account for each of the five one-month extensions. On August 8, 2023, the Company borrowed $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to September 17, 2023, and on September 12, 2023, October 11, 2023, November 9, 2023, December 19, 2023 and January 16, 2024 the Company borrowed $70,900 under the Extension Note on each such date and deposited the funds into the Trust Account thereby extending the Combination Period for five additional months or until February 17, 2024. Payments made on December 19, 2023 and January 16, 2024 were funded under the terms of the Subscription Agreement with Polar (see Note 4 below). On August 4, 2023, the Company, Rezolve, Rezolve AI, and Rezolve Merger Sub amended the Business Combination Agreement to remove the requirement that after giving effect to the transactions contemplated by the Business Combination Agreement, Rezolve shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the closing of the Business Combination. On February 15, 2024, the Company held a special meeting of its stockholders to approve an amendment to its Charter (the “Charter Amendment”) to extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination from February 17, 2024 (the “Termination Date”) to March 17, 2024 (the “Charter Extension Date”) and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis up to five times by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until August 17, 2024, or a total of up to six months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Third Extension Amendment Proposal”). The stockholders of the Company approved the Third Extension Amendment Proposal at the special meeting and on February 15, 2024 the Company filed the Charter Amendment with the Delaware Secretary of State. In connection with the vote to approve the Charter Amendment, the holders of 945,662 shares of Common Stock of the Company exercised their right to redeem their shares for cash at a redemption price of approximately $10.98 per share, for an aggregate redemption amount of $10,384,496. In connection with the approval of the Third Extension Amendment Proposal, the Company issued an unsecured promissory note in the principal amount of up to $297,714 (the “Second Extension Note”) to the Sponsor. The Second Extension Note does not bear interest and matures upon closing of the Business Combination. In the event that the Company does not consummate a Business Combination, the Second Extension Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The proceeds of the Second Extension Note will be deposited in the Trust Account in connection with the Charter Amendment as follows: $49,619 to be deposited into the Trust Account within three business days following February 17, 2024, and up to $248,095 in five equal installments to be deposited into the Trust Account for each of the five one-month extensions. On February 13, 2024, the Company deposited $49,619 into the Trust Account thereby extending the Combination Period until March 17, 2024, and on each of March 13, 2024 and April 16, 2024, the Company deposited $49,619 into the Trust Account thereby extending the Combination Period for an additional two months or until May 17, 2024. The payments made on February 13, 2024 and March 13, 2024 were funded under the terms of the Subscription Agreement with Polar (see Note 4 below). Liquidity and Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31, 2024, the Company had $107,722 of cash in its bank operating account and a working capital deficiency of approximately $9.7 million. Following the completion of our IPO, the Sponsor has from time to time provided loans to the Company in order to assist the Company to fund its working capital needs and to provide funds to pay for the extensions of the Combination Period, all as more fully described in Note 3. The aggregate balance outstanding under all promissory notes, including the Extension Note and the Second Extension Note, was $2,776,600 and $2,564,439 as of March 31, 2024, and September 30, 2023, respectively. The balance of subscription agreement liability (net of debt discount) was $129,738 as of March 31, 2024, and $0 as of September 30, 2023. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through August 17, 2024, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry, the geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities, as well as the war between Israel and Hamas, and the possibility of these conflicts spreading in the surrounding region, the status of debt and equity markets, and protectionist legislation in our target markets. Management has concluded that while it is reasonably possible that any of the foregoing could have a negative effect on the Company’s financial position, results of its operations and/or that of Rezolve’s or any other target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs on or after January 1, 2023, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of the Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. The Company has agreed that any such excise taxes shall not be paid from the interest earned on the funds held in the Trust Account. As discussed above, during February 2023, holders of 11,491,148 shares of Common Stock elected to redeem their shares in connection with the Extension. As a result, $117,079,879 was removed from the Company’s Trust Account to pay such holders. During August 2023, holders of 1,145,503 shares of Common Stock elected to redeem their shares in connection with the Second Amendment Extension Proposal. As a result, $12,095,215 was removed from the Company’s Trust Account to pay such holders. During February 2024, holders of 945,662 shares of Common Stock elected to redeem their shares in connection with the Third Amendment Extension Proposal. As a result, $10,384,496 was removed from the Company’s Trust Account to pay such holders. Management has evaluated the requirements of the IR Act and the Company’s operations, and has determined that $1,395,596 related to the redemptions as described above is required to be recorded as a liability on the Company’s balance sheet as of March 31, 2024. This liability will be reevaluated and remeasured at the end of each quarterly period.	Note–1 - Organization, Business Operations and Going Concern Armada Acquisition Corp. I (the “Company” or “Armada”) is a blank check company incorporated as a Delaware corporation on November 5, 2020. The Company was incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). On December 17, 2021, the Company entered into a business combination agreement with a target business which was amended and restated on June 16, 2023, and further amended on August 4, 2023. The Company concentrated its efforts in identifying businesses in the financial services industry with particular emphasis on businesses that are providing or changing technology for traditional financial services. As of June 30, 2024, the Company had not commenced any operations. All activity for the period from November 5, 2020 (inception) through June 30, 2024, relates to the Company’s formation and the initial public offering (the “IPO”) described below, and since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has generated non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company’s sponsor is Armada Sponsor LLC (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on August 12, 2021 (the “Effective Date”). On August 17, 2021, the Company commenced the IPO of 15,000,000 units at $10.00 per unit (the “Units”). Simultaneously with the consummation of the IPO, the Company consummated the private placement of 459,500 shares of common stock (“Private Shares”) at a price of $10.00 per share for an aggregate purchase price of $4,595,000. Transaction costs amounted to $3,537,515, consisting of $1,500,000 of underwriting commissions, and $2,037,515 of other offering costs. Following the closing of the IPO, a total of $150,000,000 ($10.00 per Unit) was held in the Trust Account (“Trust Account”). The funds held in the Trust Account are required to be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, on August 10, 2023 we instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing demand deposit account until the earlier of the consummation of a Business Combination or our liquidation. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay tax obligations and up to $100,000 to pay dissolution expenses, the proceeds from the IPO and the sale of the Private Shares will not be released from the Trust Account except as follows: (i) the redemption of public shares held by stockholders requesting redemption in connection with the approval by the stockholders of an amendment to the Company’s charter to further extend the required time during which the Company must complete a Business Combination; (ii) the redemption of public shares held by stockholders requesting redemption in connection with the approval by the stockholders of a proposed Business Combination; (iii) upon the completion of a Business Combination; or (iv) the redemption of all remaining public shares if the Company has not completed a Business Combination during the required time period. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company completes a Business Combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. In connection with any proposed Business Combination, the Company will either (1) seek stockholders approval of the initial Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide its stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), in each case subject to the limitations described herein. The decision as to whether the Company will seek stockholders approval of a proposed Business Combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely in its discretion. The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination (unless the proposal amending the Company charter to remove the net tangible assets requirement in connection with the Business Combination is approved and implemented at the special meeting approving the Business Combination) and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company had until February 17, 2023 (or 18 months following the IPO) to consummate a Business Combination (the “Combination Period”). On February 2, 2023, the stockholders approved an amendment to our certificate of incorporation to extend the Combination Period until August 17, 2023. On August 2, 2023, the stockholders approved a second amendment to our certificate of incorporation to extend the Combination Period for six monthly periods or until no later than February 17, 2024. On February 15, 2024, the stockholders approved a third amendment to the Company’s certificate of incorporation to extend the Combination Period for up to six additional monthly periods or until no later than August 17, 2024. On August 8, 2023, the Company deposited $70,900 into the Trust Account thereby extending the Combination Period until September 17, 2023, and on each of September 12, 2023, October 11, 2023, November 9, 2023, December 15, 2023 and January 16, 2024, the Company deposited $70,900 into the Trust Account, thereby extending the Combination Period for five additional months or until February 17, 2024. On February 13, 2024, the Company deposited $49,619 into the Trust Account thereby extending the Combination Period until March 17, 2024, and on each of March 13, 2024 and April 16, 2024, May 17, 2024, June 17, 2024 and July 16, 2024, the Company deposited $49,619 into the Trust Account thereby extending the Combination Period until August 17, 2024. However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company but net of taxes payable (and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed (i) to vote any shares owned by them in favor of any proposed Business Combination, (ii) not to redeem any shares in connection with a stockholder vote to approve a proposed initial Business Combination or sell any shares to the Company in a tender offer in connection with a proposed initial Business Combination, (iii) that the founders’ shares will not participate in any liquidating distributions from the Company’s Trust Account upon winding up if a Business Combination is not consummated. The Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $10.00 per share by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company. The agreement to be entered into by the Sponsor specifically provides for two exceptions to the indemnity it has given: it will have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity, which has executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, or (2) as to any claims for indemnification by the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company believes it is unlikely that the Sponsor will be able to satisfy its indemnification obligations if it is required to do so. On December 17, 2021, the Company entered into a business combination agreement as amended on November 10, 2022, June 16, 2023, and August 4, 2023 with Rezolve Limited, a private limited company incorporated under the laws of England and Wales (“Rezolve”), Rezolve Group Limited, a Cayman Islands exempted company (“Cayman NewCo”), and Rezolve Merger Sub, Inc., (“Rezolve Merger Sub”) (such business combination agreement, the “Business Combination Agreement,” and such business combination, the “Business Combination”). On November 10, 2022, the Company and Rezolve entered into a First Amendment to the Business Combination Agreement (the “Amendment,” and together with the Original Business Combination Agreement, the “Business Combination Agreement” and the business combination contemplated thereby, the “Business Combination”), to among other things, extend the date on which either party to the Business Combination Agreement had the right to terminate the Business Combination Agreement if the Business Combination had not been completed by such date to the later of (i) January 31, 2023 or (ii) fifteen days prior to the last date on which the Company may consummate a Business Combination, and change the structure of the Business Combination such that Cayman NewCo is no longer a party to the Business Combination Agreement or the Business Combination. On February 2, 2023, the Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Charter to extend the date by which the Company must consummate a Business Combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s IPO, from February 17, 2023 for up to six additional months at the election of the Company, ultimately until as late as August 17, 2023 (the “Extension”). In connection with the Extension, the holders of 11,491,148 shares of Common Stock elected to redeem their shares at a per share redemption price of approximately $10.19. As a result, $117,079,879 was removed from the Company’s Trust Account to pay such holders. On June 16, 2023, the Company, Rezolve, Rezolve AI Limited, a private limited liability company incorporated under the laws of England and Wales (“Rezolve AI”) and Rezolve Merger Sub amended and restated the Business Combination Agreement (the “Amended and Restated Business Combination Agreement”) by way of a Deed of Release, Amendment and Restatement to, among other things, amend (a) the enterprise value of Rezolve by which the aggregate stock consideration is calculated to $1.60 billion, and (b) provide for (i) a pre-Closing demerger (the“Pre-Closing Demerger”) of Rezolve pursuant to UK legislation under which (x) part of Rezolve’s business and assets (being all of its business and assets except for certain shares in Rezolve Information Technology (Shanghai) Co Ltd and its wholly owned subsidiary Nine Stone (Shanghai) Ltd and Rezolve Information Technology (Shanghai) Co Ltd Beijing Branch and certain other excluded assets) are to be transferred to Rezolve AI in exchange for the issue by Rezolve AI of shares of the same classes of capital stock as in Rezolve for distribution among the original shareholders of Rezolve in proportion to their holdings of shares of each class of capital stock in Rezolve as at immediately prior to the Pre-Closing Demerger, (y) Rezolve AI will be assigned, assume and/or reissue the secured convertible notes currently issued by Rezolve pursuant to the Loan Agreements (as defined in the Amended and Restated Business Combination Agreement) and (z) Rezolve will then be wound up, and (ii) the merger of the Company with and into Rezolve Merger Sub, with the Company continuing as the surviving entity (the “Merger”) such that after completion of the Pre-Closing Demerger and Merger, the Company will become a wholly owned subsidiary of Rezolve AI. Concurrently with the execution and delivery of the Amended and Restated Business Combination Agreement, the Company and the Key Company Shareholders (as defined in the Amended and Restated Business Combination Agreement) have entered into the Transaction Support Agreement, pursuant to which, among other things, the Key Company Shareholders have agreed to (a) vote in favor of the Company Reorganization (b) vote in favor of the Amended and Restated Business Combination Agreement and the agreements contemplated thereby and the transactions contemplated thereby, (c) enter into the Investor Rights Agreement (as defined in the Amended and Restated Business Combination Agreement) at Closing and (d) the termination of certain agreements effective as of Closing. On August 2, 2023, the Company held a special meeting of its stockholders to approve an amendment to its Charter (the “Charter Amendment”) to extend the date (the “Termination Date”) by which Armada has to consummate a Business Combination from August 17, 2023 (the “Original Termination Date”) to September 17, 2023 (the “Charter Extension Date”) and to allow Armada, without another stockholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis up to five times by an additional one month each time after the Charter Extension Date, by resolution of Armada’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until February 17, 2024, or a total of up to nine months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Second Extension Amendment Proposal”). The stockholders of Armada approved the Second Extension Amendment Proposal at the special meeting and on August 3, 2023, Armada filed the Charter Amendment with the Delaware Secretary of State. In connection with the vote to approve the Charter Amendment, the holders of 1,145,503 public shares of Common Stock of Armada exercised their right to redeem their shares for cash at a redemption price of approximately $10.56 per share, for an aggregate redemption amount of approximately $12,095,215. In connection with the approval of the Second Extension Amendment Proposal, the Company issued an unsecured promissory note in the principal amount of up to $425,402 (the “Extension Note”) to the Sponsor. The Extension Note does not bear interest and matures upon closing of the Business Combination. In the event that Armada does not consummate a Business Combination, the Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The proceeds of the Extension Note will be deposited in the Trust Account in connection with the Charter Amendment as follows: $70,900 to be deposited into the Trust Account within five business days following approval of the Charter Amendment by the Company’s stockholders, and up to $354,502 in five equal installments to be deposited into the Trust Account for each of the five one-month extensions. On August 8, 2023, the Company borrowed $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to September 17, 2023, and on September 12, 2023, October 11, 2023, November 9, 2023, December 19, 2023 and January 16, 2024 the Company borrowed $70,900 under the Extension Note on each such date and deposited the funds into the Trust Account thereby extending the Combination Period for five additional months or until February 17, 2024. Payments made on December 19, 2023 and January 16, 2024 were funded under the terms of the Subscription Agreement with Polar (see Note 4 below). On August 4, 2023, the Company, Rezolve, Rezolve AI, and Rezolve Merger Sub amended the Business Combination Agreement to remove the requirement that after giving effect to the transactions contemplated by the Business Combination Agreement, Rezolve shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the closing of the Business Combination. On February 15, 2024, the Company held a special meeting of its stockholders to approve an amendment to its Charter (the “Charter Amendment”) to extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination from February 17, 2024 (the “Termination Date”) to March 17, 2024 (the “Charter Extension Date”) and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis up to five times by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until August 17, 2024, or a total of up to nine months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Third Extension Amendment Proposal”). The stockholders of the Company approved the Third Extension Amendment Proposal at the special meeting and on February 15, 2024 the Company filed the Charter Amendment with the Delaware Secretary of State. In connection with the vote to approve the Charter Amendment, the holders of 945,662 shares of Common Stock of the Company exercised their right to redeem their shares for cash at a redemption price of approximately $10.98 per share, for an aggregate redemption amount of $10,384,496. In connection with the approval of the Third Extension Amendment Proposal, the Company issued an unsecured promissory note in the principal amount of up to $297,714 (the “Second Extension Note”) to the Sponsor. The Second Extension Note does not bear interest and matures upon closing of the Business Combination. In the event that the Company does not consummate a Business Combination, the Second Extension Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The proceeds of the Second Extension Note will be deposited in the Trust Account in connection with the Charter Amendment as follows: $49,619 to be deposited into the Trust Account within three business days following February 17, 2024, and up to $248,095 in five equal installments to be deposited into the Trust Account for each of the five one-month extensions. On February 13, 2024, the Company deposited $49,619 into the Trust Account thereby extending the Combination Period until March 17, 2024, and on each of March 13, 2024 and April 16, 2024, the Company deposited $49,619 into the Trust Account thereby extending the Combination Period for an additional two months or until May 17, 2024. The payments made on February 13, 2024 and March 13, 2024 were funded under the terms of the Subscription Agreement with Polar (see Note 4 below). Liquidity and Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of June 30, 2024, the Company had $13,242 of cash in its bank operating account and a working capital deficiency of approximately $10.9 million. Following the completion of our IPO, the Sponsor has from time to time provided loans to the Company in order to assist the Company to fund its working capital needs and to provide funds to pay for the extensions of the Combination Period, all as more fully described in Note 3. The aggregate balance outstanding under all promissory notes, including the Extension Note and the Second Extension Note, was $3,056,726 and $2,564,439 as of June 30, 2024, and September 30, 2023, respectively. The balance of subscription agreement liability (net of debt discount) was $354,503 as of June 30, 2024, and $0 as of September 30, 2023. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update(“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through August 17, 2024, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. The Company completed its Business Combination on August 15, 2024. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry, the geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities, as well as the war between Israel and Hamas, and the possibility of these conflicts spreading in the surrounding region, the status of debt and equity markets, and protectionist legislation in our target markets. Management has concluded that while it is reasonably possible that any of the foregoing could have a negative effect on the Company’s financial position, results of its operations and/or that of Rezolve’s or any other target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs on or after January 1, 2023, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of the Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. The Company has agreed that any such excise taxes shall not be paid from the interest earned on the funds held in the Trust Account. As discussed above, during February 2023, holders of 11,491,148 shares of Common Stock elected to redeem their shares in connection with the Extension. As a result, $117,079,879 was removed from the Company’s Trust Account to pay such holders. During August 2023, holders of 1,145,503 shares of Common Stock elected to redeem their shares in connection with the Second Amendment Extension Proposal. As a result, $12,095,215 was removed from the Company’s Trust Account to pay such holders. During February 2024, holders of 945,662 shares of Common Stock elected to redeem their shares in connection with the Third Amendment Extension Proposal. As a result, $10,384,496 was removed from the Company’s Trust Account to pay such holders. Management has evaluated the requirements of the IR Act and the Company’s operations, and has determined that $1,395,596 related to the redemptions as described above is required to be recorded as a liability on the Company’s balance sheet as of June 30, 2024. This liability will be reevaluated and remeasured at the end of each quarterly period. During the third quarter, the IRS issued final regulations with respect to the timing and payment of the excise tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024. The Company is currently evaluating its options with respect to payment of this obligation. If the Company is unable to pay its obligation in full, it will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.		Note–1 - Organization, Business Operations and Going Concern Armada Acquisition Corp. I (the “Company”) is a blank check company incorporated as a Delaware corporation on November 5, 2020. The Company was incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). As more fully described in this Note 1, on December 17, 2021 the Company entered into a business combination agreement with a target business which was amended and restated on June 16, 2023. The Company concentrated its efforts in identifying businesses in the financial services industry with particular emphasis on businesses that are providing or changing technology for traditional financial services. As of September 30, 2023, the Company had not commenced any operations. All activity for the period from November 5, 2020 (inception) through September 30, 2023, relates to the Company’s formation and the initial public offering (the “IPO”) described below, and since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company’s sponsor is Armada Sponsor LLC (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on August 12, 2021 (the “Effective Date”). On August 17, 2021, the Company commenced the IPO of 15,000,000 units at $10.00 per unit (the “Units”). Simultaneously with the consummation of the IPO, the Company consummated the private placement of 459,500 shares of common stock (“Private Shares”) at a price of $10.00 per share for an aggregate purchase price of $4,595,000. Transaction costs amounted to $3,537,515, consisting of $1,500,000 of underwriting commissions, and $2,037,515 of other offering costs. Following the closing of the IPO, a total of $150,000,000 ($10.00 per Unit) was held in the Trust Account (“Trust Account”). The funds held in the Trust Account are required to be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, on August 10, 2023 we instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing demand deposit account until the earlier of the consummation of a Business Combination or our liquidation. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay tax obligations and up to $100,000 to pay dissolution expenses, the proceeds from the IPO and the sale of the Private Shares will not be released from the Trust Account until the earlier of the completion of a Business Combination or the Company’s redemption of 100% of the outstanding public shares if it has not completed a Business Combination in the required time period. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company completes a Business Combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business. The Trust Account has released $130,246,958 and $182,069 as of September 30, 2023 and 2022, respectively, to the Company to pay its income and franchise tax obligations and in connection with redemptions. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. In connection with any proposed Business Combination, the Company will either (1) seek stockholders approval of the initial Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide its stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), in each case subject to the limitations described herein. The decision as to whether the Company will seek stockholders approval of a proposed Business Combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely in its discretion. The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination (unless the proposal amending the Company charter to remove the net tangible assets requirement in connection with the Business Combination is approved and implemented at the special meeting approving the Business Combination) and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company had until February 17, 2023 (or 18 months following the IPO) to consummate a Business Combination (the “Combination Period”). As further described in Note 1, on February 2, 2023, the stockholders approved an amendment to our certificate of incorporation to extend the Combination Period until August 17, 2023, and on August 2, 2023, the stockholders approved a further amendment to our certificate of incorporation to extend the Combination Period for six monthly periods or until no later than February 17, 2024. On August 8, 2023, the Company deposited $70,900 into the Trust Account thereby extending the Combination Period until September 17, 2023, and on each of September 8, 2023, October 11, 2023 and November 9, 2023, the Company deposited $70,900 into the Trust Account thereby extending the Combination Period for three additional months or until December 17, 2023. However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company but net of taxes payable (and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed (i) to vote any shares owned by them in favor of any proposed Business Combination, (ii) not to redeem any shares in connection with a stockholder vote to approve a proposed initial Business Combination or sell any shares to the Company in a tender offer in connection with a proposed initial Business Combination, (iii) that the founders’ shares will not participate in any liquidating distributions from the Company’s Trust Account upon winding up if a Business Combination is not consummated. The Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $10.00 per share by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company. The agreement to be entered into by the Sponsor specifically provides for two exceptions to the indemnity it has given: it will have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity, which has executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, or (2) as to any claims for indemnification by the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company believes it is unlikely that the Sponsor will be able to satisfy its indemnification obligations if it is required to do so. On December 17, 2021, the Company entered into a business combination agreement as amended on November 10, 2022, June 16, 2023, and August 4, 2023 with Rezolve Limited, a private limited company incorporated under the laws of England and Wales (“Rezolve”), Rezolve Group Limited, a Cayman Islands exempted company (“Cayman NewCo”), and Rezolve Merger Sub, Inc., (“Rezolve Merger Sub”) (such business combination agreement, the “Business Combination Agreement,” and such business combination, the “Business Combination”). On November 10, 2022, the Company and Rezolve entered into a First Amendment to the Business Combination Agreement (the “Amendment,” and together with the Original Business Combination Agreement, the “Business Combination Agreement” and the business combination contemplated thereby, the “Business Combination”), to among other things, extend the date on which either party to the Business Combination Agreement had the right to terminate the Business Combination Agreement if the Business Combination had not been completed by such date to the later of (i) January 31, 2023 or (ii) fifteen days prior to the last date on which the Company may consummate a Business Combination, and change the structure of the Business Combination such that Cayman NewCo is no longer a party to the Business Combination Agreement or the Business Combination. On February 2, 2023, the Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Charter to extend the date by which the Company must consummate a Business Combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s IPO, from February 17, 2023 for up to six additional months at the election of the Company, ultimately until as late as August 17, 2023 (the “Extension”). In connection with the Extension, the holders of 11,491,148 shares of Common Stock elected to redeem their shares at a per share redemption price of approximately $10.19. As a result, $117,079,879 was removed from the Company’s Trust Account to pay such holders. On June 16, 2023, the Company, Rezolve, Rezolve AI Limited, a private limited liability company incorporated under the laws of England and Wales (“Rezolve AI”) and Rezolve Merger Sub amended and restated the Business Combination Agreement (the “Amended and Restated Business Combination Agreement”) by way of a Deed of Release, Amendment and Restatement to, among other things, amend (a) the enterprise value of Rezolve by which the aggregate stock consideration is calculated to $1.60 billion, and (b) provide for (i) a pre-Closing demerger (the “Pre-Closing Demerger”) of Rezolve pursuant to UK legislation under which (x) part of Rezolve’s business and assets (being all of its business and assets except for certain shares in Rezolve Information Technology (Shanghai) Co Ltd and its wholly owned subsidiary Nine Stone (Shanghai) Ltd and Rezolve Information Technology (Shanghai) Co Ltd Beijing Branch and certain other excluded assets) are to be transferred to Rezolve AI in exchange for the issue by Rezolve AI of shares of the same classes of capital stock as in Rezolve for distribution among the original shareholders of Rezolve in proportion to their holdings of shares of each class of capital stock in Rezolve as at immediately prior to the Pre-Closing Demerger, (y) Rezolve AI will be assigned, assume and/or reissue the secured convertible notes currently issued by Rezolve pursuant to the Loan Agreements (as defined in the Amended and Restated Business Combination Agreement) and (z) Rezolve will then be wound up, and (ii) the merger of the Company with and into Rezolve Merger Sub, with the Company continuing as the surviving entity (the “Merger”) such that after completion of the Pre-Closing Demerger and Merger, the Company will become a wholly owned subsidiary of Rezolve AI. Concurrently with the execution and delivery of the Amended and Restated Business Combination Agreement, the Company and the Key Company Shareholders (as defined in the Amended and Restated Business Combination Agreement) have entered into the Transaction Support Agreement, pursuant to which, among other things, the Key Company Shareholders have agreed to (a) vote in favor of the Company Reorganization (b) vote in favor of the Amended and Restated Business Combination Agreement and the agreements contemplated thereby and the transactions contemplated thereby, (c) enter into the Investor Rights Agreement (as defined in the Amended and Restated Business Combination Agreement) at Closing and (d) the termination of certain agreements effective as of Closing. On August 2, 2023, the Company held a special meeting of its stockholders to approve an amendment to its Charter (the “Charter Amendment”) to extend the date (the “Termination Date”) by which Armada has to consummate a Business Combination from August 17, 2023 (the “Original Termination Date”) to September 17, 2023 (the “Charter Extension Date”) and to allow Armada, without another stockholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis up to five times by an additional one month each time after the Charter Extension Date, by resolution of Armada’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until February 17, 2024, or a total of up to six months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Second Extension Amendment Proposal”). The stockholders of Armada approved the Second Extension Amendment Proposal at the special meeting and on August 3, 2023, Armada filed the Charter Amendment with the Delaware Secretary of State. In connection with the vote to approve the Charter Amendment, the holders of 1,145,503 public shares of Common Stock of Armada exercised their right to redeem their shares for cash at a redemption price of approximately $10.56 per share, for an aggregate redemption amount of approximately $12,095,215. In connection with the approval of the Second Extension Amendment Proposal, the Company issued an unsecured promissory note in the principal amount of up to $425,402 (the “Extension Note”) to the Sponsor. The Extension Note does not bear interest and matures upon closing of the Business Combination. In the event that Armada does not consummate a Business Combination, the Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The proceeds of the Extension Note will be deposited in the Trust Account in connection with the Charter Amendment as follows: $70,900 to be deposited into the Trust Account within five business days following approval of the Charter Amendment by the Company’s stockholders, and up to $354,502 in five equal installments to be deposited into the Trust Account for each of the five one-month extensions. On August 8, 2023, the Company borrowed $70,900 under the Extension Note and deposited the funds into the Trust Account thereby extending the Termination Date to September 17, 2023, and on September 8, 2023, October 11, 2023 and November 9, 2023 the Company borrowed $70,900 under the Extension Note on each such date and deposited the funds into the Trust Account thereby extending the Combination Period for three additional months or until December 17, 2023. On August 4, 2023, the Company, Rezolve, Rezolve AI, and Rezolve Merger Sub amended the Business Combination Agreement to remove the requirement that after giving effect to the transactions contemplated by the Business Combination Agreement, Rezolve shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the closing of the Business Combination. Liquidity and Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of September 30, 2023, the Company had approximately $60,000 of cash in its bank operating account and a working capital deficiency of approximately $8.5 million (excluding income tax payable and franchise tax payable). Prior to the completion of the IPO, the Company’s liquidity needs have been satisfied through the $36,045 proceeds received from the sale of its founder shares to the Sponsor, the advances of $230,352 from the Sponsor to cover the Company’s offering costs in connection with the IPO, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The balance of the advances from Sponsor was fully repaid on August 17, 2021. Following the completion of our IPO, the Sponsor has from time to time provided loans to the Company in order to assist the Company to fund its working capital needs and to provide funds to pay for the extensions of the Combination Period, all as more fully described in Note 3. The aggregate balance outstanding under all promissory notes, including the Extension Note, was $2,564,439 and $251,754 as of September 30, 2023 and 2022, respectively. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through February 17, 2024, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry, the geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities, as well as the war between Israel and Hamas, and the possibility of these conflicts spreading in the surrounding region, the status of debt and equity markets, and protectionist legislation in our target markets. Management has concluded that while it is reasonably possible that any of the foregoing could have a negative effect on the Company’s financial position, results of its operations and/or that of Rezolve’s or any other target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs on or after January 1, 2023, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of the Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. The Company has agreed that any such excise taxes shall not be paid from the interest earned on the funds held in the Trust Account. As discussed above, during February 2023, holders of 11,491,148 shares of Common Stock elected to redeem their shares in connection with the Extension. As a result, $117,079,879 was removed from the Company’s Trust Account to pay such holders. During August 2023, holders of 1,145,503 shares of Common Stock elected to redeem their shares in connection with the Second Amendment Extension Proposal. As a result, $12,095,215 was removed from the Company’s Trust Account to pay such holders. Management has evaluated the requirements of the IR Act and the Company’s operations, and has determined that $1,291,751 is required to be recorded as a liability on the Company’s balance sheet as of September 30, 2023. This liability will be reevaluated and remeasured at the end of each quarterly period.

Income Taxes - The Company and its subsidiaries are liable to income taxes in their respective jurisdiction (Details)	Dec. 31, 2023 USD ($)
INDIA
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	$ 0
Ten Years [Member] \| TAIWAN
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	2,359,658
Indefinite [Member] \| UNITED STATES
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	5,542,459
Indefinite [Member] \| SPAIN
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	844,411
Tax Losses Previously Created Will Be Dissolved On Demerger [Member] \| UNITED KINGDOM
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	$ 191,771,010

Subscription Agreement Liability	3 Months Ended	6 Months Ended	9 Months Ended
Subscription Agreement Liability	Dec. 31, 2023	Mar. 31, 2024	Jun. 30, 2024
Armada Acquisition Corp I [Member]
Subscription Liability [Line Items]
Subscription Agreement Liability	Note 4 — Subscription Agreement Liability Effective December 12, 2023, the Company and the Sponsor, entered into a subscription agreement (the “Subscription Agreement”) with Polar Multi-Strategy Master Fund (“Polar”), an unaffiliated third party of the Company, pursuant to which Polar agreed to make certain capital contributions (the “Investor Capital Contribution”) from time to time, at the request of the Sponsor, subject to the terms and conditions of the Subscription Agreement, to the Sponsor to meet the Sponsor’s commitment to fund the Company’s working capital needs and extension payments. In exchange for the commitment of Polar to provide the Investor Capital Contribution, (i) the Sponsor will transfer shares of common stock, par value $0.0001 per share, to Polar at the closing of its initial business combination, as further described below; and (ii) the Company and the Sponsor have agreed jointly and severally to return the Investor Capital Contribution to the Investor at the closing of an initial business combination. The maximum aggregate Investor Capital Contribution is $440,000, with an initial Investor Capital Contribution of $110,000 available for drawdown within five (5) business days of the Subscription Agreement and the remaining amount to be available for drawdown in three equal tranches of $110,000 during January, February and March 2024. The initial Investor Capital Contribution of $110,000 has been funded to the Sponsor, on January 16, 2024, the second Investor Capital Contribution of $110,000 was funded to the Sponsor, and on February 13, 2024, the third Investor Capital Contribution of $110,000 was funded to the Sponsor. In exchange for the foregoing commitment of Polar to make the Investor Capital Contributions to the Sponsor, the Company agrees to, or cause the surviving entity following the closing of the Company’s initial business combination to, issue 880,000 shares of Company common stock currently held by the Sponsor in consideration for the amount that has been funded by Polar as of or prior to the closing of an initial business combination (the “Subscription Shares”). The Company or the surviving entity of the business combination shall promptly file a registration statement for resale to register the Subscription Shares after the closing of an initial business combination, but no later than 45 calendar days after the closing of business combination, and cause the registration statement to be declared effective by 150 calendar days after the closing of an initial business combination. The Subscription Shares shall be free from the lockup provisions currently applicable to these shares (for a period of 180 days following the closing of the business combination), provided that the stockholders of the Company shall have approved a proposal to such effect at the stockholders meeting held to approve the initial business combination. In the event that Sponsor or the Company defaults in its obligations under the terms of the Subscription Agreement and in the event that such default continues for a period of five (5) business days following written notice to the Sponsor and Company (the “Default Date”), the Company (or the surviving entity following the De-SPAC Closing) shall immediately issue to Investor 220,000 shares of Company’s Common Stock (the “Default Shares” and together with the Subscription Shares, the “Investor Shares”) on the Default Date and shall issue an additional 220,000 Default Shares on each monthly anniversary of the Default Date thereafter, until the default is cured. If the Company liquidates without consummating an initial business combination, neither the Company nor the Sponsor shall have any further obligation under the Subscription Agreement other than distributing to the Investor any available cash balances in their operating accounts up to the amount of the Investor Capital Contribution (subject to applicable law) excluding any funds held in the Trust Account. The Company accounts for the subscription agreement liability as a bundled transaction with allocation of individual items based on their relative fair values. The fair value of shares issuable under the Subscription Agreement is considered cost of borrowing of the funds lent by the Sponsor upon receipt of the Contributions from the Investor and the net amount is recorded as subscription agreement liability in the Company’s balance sheet. The Company recognized $108,634 of cost of borrowing attributable to the draw under the Subscription Agreement in December 2023. Such cost of borrowing is amortized over the term of the Subscription Agreement and is included in the Company’s statement of operations as interest expense. For the three months ended December 31, 2023, the Company recorded $5,384 of interest expense attributable to the previously recognized cost of borrowing. The net amount of subscription liability is presented as a separate line item in the Company’s balance sheet as of December 31, 2023.	Note 4 — Subscription Agreement Liability Effective December 12, 2023, the Company and the Sponsor entered into a subscription agreement (the “Subscription Agreement”) with Polar Multi-Strategy Master Fund (“Polar”), an unaffiliated third party of the Company, pursuant to which Polar agreed to make certain capital contributions (the “Investor Capital Contribution”) from time to time, at the request of the Sponsor, subject to the terms and conditions of the Subscription Agreement, to the Sponsor to meet the Sponsor’s commitment to fund the Company’s working capital needs and extension payments. In exchange for the commitment of Polar to provide the Investor Capital Contribution, (i) the Sponsor will transfer shares of common stock, par value $0.0001 per share, to Polar at the closing of its initial business combination, as further described below; and (ii) the Company and the Sponsor have agreed jointly and severally to return the Investor Capital Contribution to the Investor at the closing of an initial business combination. The maximum aggregate Investor Capital Contribution is $440,000, with an initial Investor Capital Contribution of $110,000 available for drawdown within five (5) business days of the Subscription Agreement and the remaining amount to be available for drawdown in three equal tranches of $110,000 during January, February and March 2024. On December 19, 2023, the initial Investor Capital Contribution of $110,000 was funded to the Sponsor, on January 16, 2024, the second Investor Capital Contribution of $110,000 was funded to the Sponsor, on February 13, 2024, the third Investor Capital Contribution of $110,000 was funded to the Sponsor, and on March 13, 2024, the fourth and final Investor Capital Contribution of $110,000 was funded to the Sponsor. In exchange for the foregoing commitment of Polar to make the Investor Capital Contributions to the Sponsor, the Company agrees to, or cause the surviving entity following the closing of the Company’s initial business combination to, issue 880,000 shares of Company’s common stock. currently held by the Sponsor in consideration for the amount that has been funded by Polar as of or prior to the closing of an initial business combination (the “Subscription Shares”). The Company or the surviving entity of the business combination shall promptly file a registration statement for resale to register the Subscription Shares after the closing of an initial business combination, but no later than 45 calendar days after the closing of business combination, and cause the registration statement to be declared effective by 150 calendar days after the closing of an initial business combination. The Subscription Shares shall be free from the lockup provisions currently applicable to these shares (for a period of 180 days following the closing of the business combination), provided that the stockholders of the Company shall have approved a proposal to such effect at the stockholders meeting held to approve the initial business combination. In the event that Sponsor or the Company defaults in its obligations under the terms of the Subscription Agreement and in the event that such default continues for a period of five (5) business days following written notice to the Sponsor and Company (the “Default Date”), the Company (or the surviving entity following the De-SPAC Closing) shall immediately issue to Investor 220,000 shares of Company’s Common Stock (the “Default Shares” and together with the Subscription Shares, the “Investor Shares”) on the Default Date and shall issue an additional 220,000 Default Shares on each monthly anniversary of the Default Date thereafter, until the default is cured. If the Company liquidates without consummating an initial business combination, neither the Company nor the Sponsor shall have any further obligation under the Subscription Agreement other than distributing to the Investor any available cash balances in their operating accounts up to the amount of the Investor Capital Contribution (subject to applicable law) excluding any funds held in the Trust Account. The Company accounts for the subscription agreement liability as a bundled transaction with allocation of individual items based on their relative fair values. The fair value of shares issuable under the Subscription Agreement is considered cost of borrowing of the funds lent by the Sponsor upon receipt of the Contributions from the Investor and the net amount is recorded as subscription agreement liability in the Company’s condensed balance sheet. The Company recognized $434,460 of cost of borrowing attributable to the draws under the Subscription Agreement. Such cost of borrowing is amortized over the term of the Subscription Agreement and is included in the Company’s statement of operations as interest expense. For the six months ended March 31, 2024, the Company recorded $124,198 of interest expense attributable to the previously recognized cost of borrowing. The net amount of subscription liability of $129,738 is presented as a separate line item in the Company’s condensed balance sheet as of March 31, 2024.	Note 4 — Subscription Agreements Liability Effective December 12, 2023, the Company and the Sponsor entered into a subscription agreement (the “Subscription Agreement”) with Polar Multi-Strategy Master Fund (“Polar”), an unaffiliated third party of the Company, pursuant to which Polar agreed to make certain capital contributions (the “Investor Capital Contribution”) from time to time, at the request of the Sponsor, subject to the terms and conditions of the Subscription Agreement, to the Sponsor to meet the Sponsor’s commitment to fund the Company’s working capital needs and extension payments. In exchange for the commitment of Polar to provide the Investor Capital Contribution, (i) the Sponsor will transfer shares of common stock, par value $0.0001 per share, to Polar at the closing of its initial business combination, as further described below; and (ii) the Company and the Sponsor have agreed jointly and severally to return the Investor Capital Contribution to the Investor at the closing of an initial business combination. The maximum aggregate Investor Capital Contribution is $440,000, with an initial Investor Capital Contribution of $110,000 available for drawdown within five (5) business days of the Subscription Agreement and the remaining amount to be available for drawdown in three equal tranches of $110,000 during January, February and March 2024. On December 19, 2023, the initial Investor Capital Contribution of $110,000 was funded to the Sponsor, on January 16, 2024, the second Investor Capital Contribution of $110,000 was funded to the Sponsor, on February 13, 2024, the third Investor Capital Contribution of $110,000 was funded to the Sponsor, and on March 13, 2024, the fourth and final Investor Capital Contribution of $110,000 was funded to the Sponsor. In exchange for the foregoing commitment of Polar to make the Investor Capital Contributions to the Sponsor, the Company agrees to, or cause the surviving entity following the closing of the Company’s initial business combination to, issue 880,000 shares of Company’s common stock. In the event that Sponsor or the Company defaults in its obligations under the terms of the Subscription Agreement with Polar and in the event that such default continues for a period of five (5) business days following written notice to the Sponsor and Company (the “Default Date”), the Company (or the surviving entity following the De-SPAC Closing) shall immediately issue to Investor 220,000 shares of Company’s Common Stock (the “Default Shares” and together with the Subscription Shares, the “Investor Shares”) on the Default Date and shall issue an additional 220,000 Default Shares on each monthly anniversary of the Default Date thereafter, until the default is cured. If the Company liquidates without consummating an initial business combination, neither the Company nor the Sponsor shall have any further obligation under the Subscription Agreement other than distributing to the Investor any available cash balances in their operating accounts up to the amount of the Investor Capital Contribution (subject to applicable law) excluding any funds held in the Trust Account. The shares currently held by the Sponsor in consideration for the amount that has been funded by Polar as of or prior to the closing of an initial business combination (the “Subscription Shares”). The Company or the surviving entity of the business combination shall promptly file a registration statement for resale to register the Subscription Shares after the closing of an initial business combination, but no later than 45 calendar days after the closing of business combination, and cause the registration statement to be declared effective by 150 calendar days after the closing of an initial business combination. The Subscription Shares shall be free from the lockup provisions currently applicable to these shares (for a period of 180 days following the closing of the business combination), provided that the stockholders of the Company shall have approved a proposal to such effect at the stockholders meeting held to approve the initial business combination. On April 18, 2024, the Company entered into a subscription agreement with an entity related to the Sponsor pursuant to which (i) the entity funded $33,008 to the Sponsor which is to be returned to the entity by the Sponsor promptly following the closing of the initial business combination and (ii) as an inducement for the investment, the Sponsor allocated 33,000 Founder Shares to the entity. The funds received from the entity were loaned by the Sponsor to the Company. The Company accounts for the subscription agreements liability as a bundled transaction with allocation of individual items based on their relative fair values. The fair value of shares issuable under the Subscription Agreements is considered cost of borrowing of the funds lent by the Sponsor upon receipt of the Contributions from the Investor and the net amount is recorded as subscription agreement liability in the Company’s condensed balance sheet. The Company recognized $462,716 of cost of borrowing attributable to the draws under the Subscription Agreements. Such cost of borrowing is amortized over the term of the Subscription Agreements and is included in the Company’s statement of operations as interest expense. For the nine months ended June 30, 2024, the Company recorded $344,226 of interest expense attributable to the previously recognized cost of borrowing. The net amount of subscription liability of $354,503 is presented as a separate line item in the Company’s condensed balance sheet as of June 30, 2024.

Intangible assets, net (Details Narrative) - USD ($)	12 Months Ended
Intangible assets, net (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 197,800	$ 197,800

Loans Receivable - Schedule of Loans Receivable (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Receivables [Abstract]
Loans receivable	$ 0	$ 598,414
Total	$ 0	$ 598,414

Related Party Transactions - Summary of Transactions and outstanding balances of related parties (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Key Management Personnel	$ 1,183,437	$ 968,782
Stock-based compensation	3,047,505	39,501,701
Consulting fees	1,014,926	980,805
Director remuneration	657,647	650,193
Management remuneration	5,903,515	42,101,481
DBLP Sea Cow [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Value, New Issues		3,225
Loans Repaid	250,000
Stock-based compensation	756,944	33,374,018
Consulting fees	300,000	300,000
Steve Perry [Member]
Related Party Transaction [Line Items]
Convertible Loans taken	132,269
Stock-based compensation		2,449,787
Director remuneration	92,521	93,329
Peter Vesco [Member]
Related Party Transaction [Line Items]
Stock-based compensation	60,556
Consulting fees	414,926	380,805
Arthur Yao [Member]
Related Party Transaction [Line Items]
Stock-based compensation	60,556
Consulting fees	300,000	300,000
Dan Wagner [Member]
Related Party Transaction [Line Items]
Loans Taken	191,405
Key Management Personnel	296,067	298,654
Salman Ahmad [Member]
Related Party Transaction [Line Items]
Key Management Personnel	222,535	207,395
Richard Burchill [Member]
Related Party Transaction [Line Items]
Key Management Personnel	271,395	273,761
Stock-based compensation	1,326,703
Sauvik Banerjee [Member]
Related Party Transaction [Line Items]
Key Management Personnel	393,440	188,972
Stock-based compensation	842,746
Derek Smith [Member]
Related Party Transaction [Line Items]
Stock-based compensation		3,677,896
Director remuneration	92,521	93,329
Igor Lychagov [Member]
Related Party Transaction [Line Items]
Loans Taken	5,587,343
Rezolve China [Member]
Related Party Transaction [Line Items]
Business development expenses	777,161	7,136,168
Anthony Sharp [Member]
Related Party Transaction [Line Items]
Director remuneration	380,084	376,428
Sir David Wright [Member]
Related Party Transaction [Line Items]
Director remuneration	92,521	87,107
General and Administrative Expense [Member]
Related Party Transaction [Line Items]
Key Management Personnel	789,997	779,810
Stock-based compensation	2,083,647	39,501,701
Consulting fees	300,000	300,000
Director remuneration	657,647	650,193
Management remuneration	3,831,291	41,231,704
Selling and Marketing Expense [Member]
Related Party Transaction [Line Items]
Key Management Personnel	393,440	188,972
Stock-based compensation	963,858
Consulting fees	714,926	680,805
Director remuneration	0
Management remuneration	$ 2,072,224	$ 869,777

Share-Based Compensation (Details Narrative)	12 Months Ended
Share-Based Compensation (Details Narrative)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2023 £ / shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 £ / shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 £ / shares
2022 LTIP [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation by share based award number of shares authorized for issuance				52,696,461
Class of warrants or rights excercised during the period shares issued		1,700,000
Share based compensation by share based award number of shares available for grant						18,750,000
Share based compensation by share based award options granted during the period shares		15,750,000
Share based compensation by share based award options excercised during the period weighted average exercise price \| £ / shares					£ 0.0001		£ 0
Share based compensation by share based award options granted subject to additional vesting condition in addition to service period		2,500,000
Share based compensation by share based award options granted subject to additional vesting condition in addition to service period term of vesting		3 years
Share based compensation by share based award weighted average fair value of options granted during the period \| $ / shares		$ 1.2
Share based compensation by share based award aggregate fair value of options vested during the period \| $		$ 6,982,500
Number of share options Exercised		0
Share based compensation by share based award cost not yet recognized amount \| $						$ 11,600,000
Share based compensation by share based award cost not yet recognized period for recognition		15 months
2023 LTIP [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation by share based award number of shares available for grant				49,305,537
Share based compensation by share based award options granted during the period shares	49,305,537
Share based compensation by share based award options excercised during the period weighted average exercise price \| £ / shares			£ 0.0001		£ 0.0001
Share based compensation by share based award vesting period	5 years
Share based compensation by share based award weighted average fair value of options granted during the period \| $ / shares	$ 10
Share based compensation by share based award aggregate fair value of options vested during the period \| $	$ 8,725,218
Number of share options Exercised	0
Share based compensation by share based award cost not yet recognized amount \| $				$ 7,000,000
Share based compensation by share based award cost not yet recognized period for recognition	19 months
DBLP Sea Cow Limited [Member] \| 2022 LTIP [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period		27,246,461
DBLP Sea Cow Limited [Member] \| 2023 LTIP [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period	25,000,000
Share based compensation by share based award options granted during the period shares	49,305,537
Advisor [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period		5,000,000
Advisor [Member] \| 2022 LTIP [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period		5,000,000
Share options [Member] \| 2022 LTIP [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation by share based award vesting period		5 years
Share options [Member] \| 2023 LTIP [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation by share based award vesting period	1 year

Income Taxes - The Income tax provision (Details) - USD ($)	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
State
Income tax expense											$ 63,408		$ 38,765
Armada Acquisition Corp I [Member]
Federal
Current												$ 615,284		$ 145,621
Deferred												(198,808)		(336,741)
State
Current												0		0
Deferred												0		0
Change in valuation allowance												198,808		336,741
Income tax expense	$ 38,407	$ 47,080	$ 67,834	$ 82,376	$ 182,853	$ 260,331	$ 114,914	$ 443,184	$ 153,321	$ 525,560		$ 615,284		$ 145,621

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/exampleRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Schedule of Accrued Expenses and Other Payables

Related Party Transactions (Details Narrative)																																							1 Months Ended	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
Related Party Transactions (Details Narrative)	Jul. 17, 2024 USD ($)	Jul. 16, 2024 USD ($)	Jul. 05, 2024 USD ($)	Jun. 22, 2024 USD ($)	Jun. 21, 2024 USD ($)	Jun. 17, 2024 USD ($)	Jun. 15, 2024 USD ($)	Jun. 06, 2024 USD ($)	May 15, 2024 USD ($)	Apr. 25, 2024 USD ($)	Apr. 16, 2024 USD ($)	Mar. 13, 2024 USD ($)	Feb. 17, 2024 USD ($)	Feb. 16, 2024 USD ($)	Feb. 13, 2024 USD ($)	Jan. 16, 2024 USD ($)	Dec. 19, 2023 USD ($)	Nov. 09, 2023 USD ($)	Oct. 11, 2023 USD ($)	Oct. 10, 2023 USD ($)	Sep. 12, 2023 USD ($)	Sep. 08, 2023 USD ($)	Aug. 08, 2023 USD ($)	Aug. 02, 2023 USD ($) $ / shares	Jul. 28, 2023 USD ($)	Jun. 26, 2023 shares	Feb. 17, 2023 USD ($)	Feb. 02, 2023 USD ($)	Nov. 10, 2022 USD ($)	Oct. 02, 2021 shares	Aug. 17, 2021 USD ($) Investor $ / shares shares	Jul. 23, 2021 USD ($) $ / shares shares	Jun. 16, 2021 USD ($) Director $ / shares shares	Jun. 16, 2021 $ / shares shares	May 29, 2021 shares	Feb. 08, 2021 $ / shares shares	Feb. 08, 2021 USD ($) $ / shares shares	Feb. 03, 2021 USD ($) $ / shares shares	Jul. 31, 2022 USD ($)	Jun. 30, 2024 USD ($) $ / shares	Mar. 31, 2024 USD ($) $ / shares	Dec. 31, 2023 USD ($) Director $ / shares shares	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Mar. 31, 2024 USD ($) Director $ / shares shares	Mar. 31, 2023 USD ($)	Jun. 30, 2024 USD ($) Director $ / shares shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares	Sep. 30, 2023 USD ($) Director $ / shares	Sep. 30, 2022 USD ($) $ / shares shares	Aug. 14, 2024 USD ($)	Jul. 30, 2024 USD ($)	Apr. 22, 2024 USD ($)	Feb. 15, 2024 USD ($)	Feb. 09, 2024 USD ($)	Nov. 20, 2023 USD ($)	Dec. 31, 2022 £ / shares	Dec. 31, 2022 $ / shares	May 09, 2022 USD ($)	Oct. 01, 2021 shares	Sep. 30, 2021 shares
Related Party Transaction [Line Items]
Common stock, par value \| (per share)																																																											£ 0.0001	$ 0.0001
Proceeds from sale of restricted investments													$ 49,619
Sponsor [Member] \| Subsequent Event [Member]
Related Party Transaction [Line Items]
Aggregate loaned amount														$ 60,381
Related Party [Member]
Related Party Transaction [Line Items]
Value of shares issued																																																		$ 199,974
Armada Acquisition Corp I [Member]
Related Party Transaction [Line Items]
Value of shares issued																																						$ 25,000
Common stock, par value \| $ / shares																																								$ 0.0001	$ 0.0001	$ 0.0001				$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Underwriters over-allotment option expired \| shares																																										1,125,000				1,125,000		1,125,000				1,125,000
Issuance of representative shares, shares \| shares																																					162,500
Aggregate loaned amount																						$ 79,099	$ 20,840		$ 125,245
Payment for administrative fees																																														$ 10,000		$ 60,000			$ 0
Amount deposited into trust account													248,095											$ 354,502
Debt instrument, interest rate, stated percentage																																																								0.00%
Proceeds from sale of restricted investments													49,619											70,900				$ 117,079,879														$ 117,079,879				117,079,879		117,079,879			130,246,958	$ 182,069
Payment to acquire restricted investments																$ 70,900
Administrative fees expense																																								$ 30,000	$ 30,000	30,000	$ 30,000		$ 30,000	60,000		90,000	$ 90,000			120,000
Proceeds from related party debt																											$ 450,000		$ 1,500,000
Armada Acquisition Corp I [Member] \| Extension Note [Member]
Related Party Transaction [Line Items]
Aggregate loaned amount																	$ 70,900
Proceeds from sale of restricted investments																					$ 70,900		70,900
Armada Acquisition Corp I [Member] \| Tranche Two [Member]
Related Party Transaction [Line Items]
Payment to acquire restricted investments							$ 49,619		$ 49,619		$ 49,619	$ 49,619		49,619		70,900
Armada Acquisition Corp I [Member] \| Tranche Two [Member] \| Extension Note [Member]
Related Party Transaction [Line Items]
Proceeds from sale of restricted investments																					70,900
Payment to acquire restricted investments												49,619									$ 70,900	70,900
Armada Acquisition Corp I [Member] \| Tranche Four [Member] \| Extension Note [Member]
Related Party Transaction [Line Items]
Proceeds from sale of restricted investments																				$ 70,900
Payment to acquire restricted investments						$ 49,619													$ 70,900	70,900
Armada Acquisition Corp I [Member] \| Tranche Five [Member] \| Extension Note [Member]
Related Party Transaction [Line Items]
Proceeds from sale of restricted investments																		$ 70,900
Payment to acquire restricted investments																		70,900
Armada Acquisition Corp I [Member] \| Tranche One [Member]
Related Party Transaction [Line Items]
Proceeds from sale of restricted investments																	70,900
Payment to acquire restricted investments																	70,900
Armada Acquisition Corp I [Member] \| Tranche One [Member] \| Extension Note [Member]
Related Party Transaction [Line Items]
Proceeds from sale of restricted investments																							70,900
Payment to acquire restricted investments															$ 49,619								70,900
Armada Acquisition Corp I [Member] \| Subsequent Event [Member]
Related Party Transaction [Line Items]
Aggregate loaned amount																																																					$ 7,500,000	$ 5,141,250				$ 12,510
Amount deposited into trust account													248,095
Debt instrument, interest rate, stated percentage																																																									0.00%
Proceeds from sale of restricted investments													49,619
Armada Acquisition Corp I [Member] \| Subsequent Event [Member] \| Tranche Two [Member]
Related Party Transaction [Line Items]
Proceeds from sale of restricted investments																70,900
Armada Acquisition Corp I [Member] \| Subsequent Event [Member] \| Tranche Four [Member] \| Extension Note [Member]
Related Party Transaction [Line Items]
Payment to acquire restricted investments																			$ 70,900
Armada Acquisition Corp I [Member] \| Subsequent Event [Member] \| Tranche Five [Member] \| Extension Note [Member]
Related Party Transaction [Line Items]
Payment to acquire restricted investments		$ 49,619																$ 70,900
Armada Acquisition Corp I [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Promissory Notes-Related Party																																								247,454	247,454	247,454				247,454		247,454		$ 247,454	247,454	251,754
Aggregate loaned amount											53,388						39,100							425,402	$ 125,245																														$ 40,939	$ 297,714					$ 483,034
Repayments of debt																																							$ 187,034
Payment for services																																								0	0	0	$ 4,300	$ 4,300		0	$ 4,300	0	$ 4,300		4,300	44,246
Notes Issued				$ 32,000	$ 1,364			$ 5,150	$ 12,381	$ 19,054
Promissory note outstanding																																								125,245	125,245	125,245				125,245		125,245		125,245
Proceeds from sale of restricted investments													49,619														$ 49,619
Debt conversion converted instrument amount																								$ 425,402
Debt instrument interest rate during period																									0.00%				0.00%
Line of Credit Facility, Maximum Amount Outstanding During Period																																																248,095			141,800
Armada Acquisition Corp I [Member] \| Sponsor [Member] \| Promissory Notes [Member]
Related Party Transaction [Line Items]
Promissory Notes-Related Party																																								3,056,726	2,776,600					2,776,600		3,056,726			2,564,439
Armada Acquisition Corp I [Member] \| Sponsor [Member] \| Extension Note [Member]
Related Party Transaction [Line Items]
Loan conversion price \| $ / shares																								$ 10
Debt conversion converted instrument amount																								$ 425,402
Line of Credit Facility, Maximum Amount Outstanding During Period																																														354,502		354,502
Armada Acquisition Corp I [Member] \| Sponsor [Member] \| Working Capital Loan [Member]
Related Party Transaction [Line Items]
Aggregate loaned amount												$ 60,381		$ 60,381		39,100
Armada Acquisition Corp I [Member] \| Sponsor [Member] \| Working Capital Loan Tranche August Two Thousand And Twenty Three [Member]
Related Party Transaction [Line Items]
Promissory Notes-Related Party																																								20,840	20,840	20,840				20,840		20,840		20,840
Aggregate loaned amount																							$ 20,840
Armada Acquisition Corp I [Member] \| Sponsor [Member] \| Working Capital Loan Tranche September Two Thousand And Twenty Three [Member]
Related Party Transaction [Line Items]
Promissory Notes-Related Party																																								79,099	79,099	79,099				79,099		79,099		79,099
Aggregate loaned amount																						$ 79,099
Armada Acquisition Corp I [Member] \| Sponsor [Member] \| Working Capital Loan Tranche October Two Thousand And Twenty Three [Member]
Related Party Transaction [Line Items]
Promissory Notes-Related Party																																								59,099	59,099	59,099				59,099		59,099		59,099
Aggregate loaned amount																				$ 59,099
Armada Acquisition Corp I [Member] \| Sponsor [Member] \| Working Capital Loan Tranche November Two Thousand And Twenty Three [Member]
Related Party Transaction [Line Items]
Promissory Notes-Related Party																																								12,510	12,510	12,510				12,510		12,510		12,510
Aggregate loaned amount																																																										$ 12,510
Armada Acquisition Corp I [Member] \| Sponsor [Member] \| Subscription Agreement With Polar [Member]
Related Party Transaction [Line Items]
Promissory Notes-Related Party																																									39,100	2,776,600				39,100				2,776,600	2,564,439
Aggregate loaned amount																	$ 39,100
Armada Acquisition Corp I [Member] \| Sponsor [Member] \| Subsequent Event [Member]
Related Party Transaction [Line Items]
Aggregate loaned amount											$ 53,388																																												$ 40,939		$ 297,714
Notes Issued	$ 381		$ 5,150							$ 19,054
Amount deposited into trust account													248,095
Proceeds from sale of restricted investments													49,619
Armada Acquisition Corp I [Member] \| Sponsor [Member] \| Subsequent Event [Member] \| Working Capital Loan [Member]
Related Party Transaction [Line Items]
Aggregate loaned amount																$ 39,100
Armada Acquisition Corp I [Member] \| Related Party [Member]
Related Party Transaction [Line Items]
Promissory Notes-Related Party																																								$ 3,056,726	$ 2,776,600	2,776,600				2,776,600		3,056,726		$ 2,776,600	2,564,439	$ 251,754									$ 483,034
Monthly fee																																										$ 10,000				$ 10,000		$ 10,000			$ 10,000
Amount deposited into trust account													$ 248,095
Armada Acquisition Corp I [Member] \| President [Member]
Related Party Transaction [Line Items]
Conversion of Stock, Shares Converted \| shares																																	50,000
Armada Acquisition Corp I [Member] \| Director [Member]
Related Party Transaction [Line Items]
Conversion of Stock, Shares Converted \| shares																										90,000							35,000
Number of independent directors \| Director																																	3									3				3		3			3
Armada Acquisition Corp I [Member] \| Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Shares subject to forfeiture \| shares																																6,007,500
Armada Acquisition Corp I [Member] \| Founder Shares [Member]
Related Party Transaction [Line Items]
Value of shares issued																																						$ 25,000
Price per share \| $ / shares																															$ 0.006	$ 0.006	$ 0.006	$ 0.006				$ 0.006
Number of shares issued \| shares																																1,200,000	700,000	700,000				4,312,500
Common stock, par value \| $ / shares																																						$ 0.0001
Aggregate purchase price																																$ 6,975	$ 4,070
Period after business combination for transfer of shares																																										180 days				180 days		180 days			180 days
Stock allocated to each anchor investor, shares \| shares																															131,250
Stock allocated to anchor investors, shares \| shares																															1,312,500
Stock allocated to each anchor investor, value																															$ 424,491
Stock allocated to each anchor investor, value per share \| $ / shares																															$ 3.23
Armada Acquisition Corp I [Member] \| Founder Shares [Member] \| Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number \| shares																																																														1,125,000	1,125,000
Underwriters over-allotment option expired \| shares																														1,125,000
Armada Acquisition Corp I [Member] \| Founder Shares [Member] \| Chief Executive Officer President and Independent Directors [Member]
Related Party Transaction [Line Items]
Shares subject to forfeiture \| shares																																205,000
Armada Acquisition Corp I [Member] \| Units [Member]
Related Party Transaction [Line Items]
Number of anchor investors \| Investor																															10
Armada Acquisition Corp I [Member] \| Units [Member] \| IPO [Member]
Related Party Transaction [Line Items]
Price per share \| $ / shares																															$ 10
Number of shares issued \| shares																															15,000,000
Percentage of units purchased by anchor investors																															9.90%
Armada Acquisition Corp I [Member] \| Representative Shares [Member]
Related Party Transaction [Line Items]
Price per share \| $ / shares																																				$ 0.0001	$ 0.0001
Period after business combination for transfer of shares																																										30 days				30 days		30 days			30 days
Issuance of representative shares, shares \| shares																																			87,500	162,500	87,500
Issuance of representative																																					$ 25
Period from Initial Public Offering closing to complete acquisition for waiver of distribution rights																																																			15 months
Extended period from Initial Public Offering closing to complete acquisition for waiver of distribution rights																																																			18 months

Accrued Expenses and Other Payables (Tables)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
Employee related payables	$	2,632,334	$	763,181
Accrued expenses		1,323,842		1,686,609
VAT, duty and tax liability		188,766		11,515
Other		347,848		179,079
Total		4,492,790		2,640,384

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Cash Flows from Operating Activities:
Net loss											$ (30,736,098)		$ (110,712,948)
Net loss													(110,712,948)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest expense											4,791,782		3,884,695
Depreciation and amortization											242,436		244,208
Unrealized foreign exchange (gain)/loss											375,298		(277,838)
Share based compensation issued to related parties for consultancy services											3,646,017		39,501,701
Share based compensation for consultancy services													18,417,816
Employee share based compensation											5,079,201		2,115,015
Impairment of ROU asset, net of lease termination													46,236
Impairment of prepayments and other current assets													731,940
Impairment of accounts receivable													334,952
Impairment of loans receivable											1,156,316		0
Impairment of goodwill													44,438
Impairment of investment in ANY													14,600,000
Changes in current assets and liabilities:
Decrease/(increase) in accounts receivable											(3,679)		712,554
(Increase) in prepayment and other current assets											(416,069)		(56,523)
(Decrease) in operating lease liability													(46,236)
Decrease in receivable with related parties													168,754
Increase in accounts payable, accrued expenses and other payables											2,310,465		3,340,539
Increase (decrease) in payables to related parties											552,456		161,791
Net cash used in operating activities											(13,001,875)		(26,788,906)
Cash Flows from Investing Activities:
Purchase of property and equipment											(14,376)		(36,854)
Development of intangible assets											(1,767,148)
Net cash provided by investing activities											(1,781,524)		(36,854)
Cash Flows from Financing Activities:
Proceeds from rights issuance											7,767,674
Proceeds from issuance of ordinary shares													2,499,920
Proceeds from issuance of common stock to related parties											199,974
Repayment of short-term debt obligation from related parties											(250,000)
Proceeds from short-term debt from related party											4,369,413
Proceeds from long-term debt obligation											2,625,000		21,500,000
Net cash provided by (used in) financing activities											14,712,061		23,999,920
Effect of exchange rate changes on cash											42,399		177,287
Net change in cash											(28,939)		(2,648,553)
Cash, beginning of the period		$ 10,441			$ 39,380						39,380		2,687,933
Cash, end of the period			$ 10,441			$ 39,380					10,441		39,380
Supplemental disclosure of noncash investing and financing activities
Share-based payment for development of intangible asset											115,190
Cash paid for interest											0
Cash paid for taxes											0
Accrued interest payable converted to principal											4,040,989
Armada Acquisition Corp I [Member]
Cash Flows from Operating Activities:
Net loss	$ (1,423,095)	(380,846)	(360,314)	$ (559,584)	(27,143)	607,027	$ (741,160)	$ 579,884	$ (2,164,255)	$ 20,300		$ (320,150)		$ (3,622,794)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account			(334,836)			(1,289,673)	(604,992)	(2,264,081)	(811,281)	(2,697,147)		(3,084,260)		(1,025,942)
Interest expense	220,050	118,811	5,387	0	0	0	124,198	0	344,248	0
Stock-based compensation	526,209	25,200	50,400	134,363	27,963	27,963	75,600	55,926	601,809	190,289		218,254		111,852
Share based compensation for consultancy services							75,600	55,926
Changes in current assets and liabilities:
Prepaid expenses			20,071			55,678	29,824	58,206	(8,183)	25,706		28,337		398,920
Accounts payable and accrued expenses							684,212	407,667	1,327,705	979,793
Accounts payable			424,300			24,344						1,570,515		2,954,179
Income tax payable			67,834			260,331	43,761	35,497	39,243	117,873		(134,838)		145,621
Franchise tax payable			11,819			50,000	10,500	(68,800)	33,900	(28,000)		(137,900)		124,329
Net cash used in operating activities			(115,339)			(264,331)	(378,057)	(1,195,701)	(636,814)	(1,391,186)		(1,860,042)		(913,835)
Cash Flows from Investing Activities:
Withdrawals from trust for redemptions							10,384,496	117,079,879	10,384,496	117,079,879
Withdrawals from Trust Account to pay for income and franchise taxes							156,174	804,072	156,174	804,072
Withdrawals from Trust Account for redemptions of common stock												129,175,094		0
Withdrawals from Trust Account to pay for taxes												1,071,864		182,069
Principal deposited in Trust Account			(212,701)			0	(382,840)	(1,500,000)	(531,697)	(1,500,000)		(1,641,801)		0
Net cash provided by investing activities			(212,701)			(1,500,000)	10,157,830	116,383,951	10,008,973	116,383,951		128,605,157		182,069
Cash Flows from Financing Activities:
Proceeds from issuance of promissory note to related party			212,161			1,950,000	212,161	1,950,000	492,287	1,950,000		2,316,985		483,034
Proceeds from subscription agreement			110,000			0	440,000	0	473,008	0
Repayment of Promissory Notes to Related Party												(4,300)		(231,280)
Redemptions of shares							(10,384,496)	(117,079,879)	(10,384,496)	(117,079,879)		(129,175,094)		0
Net cash provided by (used in) financing activities			322,161			1,950,000	(9,732,335)	(115,129,879)	(9,419,201)	(115,129,879)		(126,862,409)		251,754
Net change in cash			(5,879)			185,669	47,438	58,371	(47,042)	(137,114)		(117,294)		(480,012)
Cash, beginning of the period	107,722	54,405	60,284	235,949	363,247	177,578	60,284	177,578	60,284	177,578	363,247	177,578		657,590
Cash, end of the period	$ 13,242	107,722	54,405	$ 40,464	235,949	363,247	107,722	235,949	13,242	40,464	$ 54,405	60,284	$ 363,247	177,578
Supplemental disclosure of noncash investing and financing activities
Remeasurement of common stock subject to possible redemption									1,108,476	3,477,548		3,943,038		548,862
Subsequent remeasurement of common stock subject to possible redemption			467,884			2,479,343	815,136	3,148,417
Excise tax payable on redemption		$ (103,845)			$ (1,170,799)		103,845	1,170,799	103,845	1,170,799		(1,291,751)
Cost of issuance of debt under Polar agreement			$ 108,634			$ 0	434,460	0
Cash paid for taxes							$ 71,153	$ 407,687	114,078	0
Cost of issuance of debt under subscription agreements									$ 462,751	$ 0
Excise tax on redemptions												$ 1,291,751		$ 0

Related Party Transactions - Summary of Transactions and outstanding balances of related parties (Parentheticals) (Details) - shares	1 Months Ended
	Feb. 28, 2023	Feb. 28, 2022
DBLP Sea Cow [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, issued for services	0	27,246,461

Expenses and Other Non-Operating (Income) Expense, Net

12 Months Ended

Dec. 31, 2023

Expenses And Other Non Operating Income Expense Net [Abstract]

Expenses and other Non-operating (income) expense, net

13.

Expenses and other Non-operating (income) expense, net

Sales and marketing expenses


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
Advertisement and publicity expenses	$	144,584		635,166
Employee salaries and benefits		1,371,468		1,788,941
Consultancy charges		1,602,332		1,538,729
Share-based payments to employees		2,649,012		375,721
Share-based payments to related parties		963,858		—
Total		6,731,254		4,338,557

General and administrative expenses


	December 31, 2023		December 31, 2022
	(as restated)		(as restated)
IT expenses	$	1,135,355		1,066,708
Legal and professional expenses		2,274,891		5,569,989
Business development expenses		777,161		7,136,168
Employee salaries and benefits		4,340,558		3,506,501
Consultancy charges		3,472,170		8,223,297
Share-based payments to employees		2,543,621		1,739,294
Share-based payments to related parties		2,083,647		39,501,701
Share-based payments for consultancy		485,080		18,417,816
Other		874,045		1,479,026
Total		17,986,528		86,640,500

Other non-operating (income) expense, net


	December 31, 2023			December 31, 2022
	(as restated)			(as restated)
Foreign exchange loss	$	375,298			194,524
R&D credits		(497,978	)		(467,563	)
Other, net		(2,686	)		16,380
Total		125,366			(256,659	)

Recurring Fair Value Measurements - Summary of fair value measurements with carrying value approximating fair value (Details) - Armada Acquisition Corp I [Member] - USD ($)	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023
Interest bearing demand deposit account [Member]
Disclosure In Tabular Form Of Debt Securities Trading Fair Value To Amortized Cost [Line Items]
Carrying Value as of September 30, 2023				$ 25,324,028
Gross Unrealized Gains				0
Gross Unrealized Losses				0
Fair Value as of September 30, 2023				25,324,028
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Disclosure In Tabular Form Of Debt Securities Trading Fair Value To Amortized Cost [Line Items]
Interest-bearing demand deposit account	$ 16,126,337	$ 15,771,190	$ 25,324,028	$ 25,324,028

CONDENSED STATEMENT OF OPERATIONS - USD ($)	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
CONDENSED STATEMENT OF OPERATIONS - USD ($)	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Armada Acquisition Corp I [Member]
Operating expenses
Total operating expenses	$ 844,718	$ 459,911	$ 571,529	$ 775,911	$ 790,735	$ 394,352	$ 1,031,440	$ 1,185,087	$ 1,876,158	$ 1,960,998	$ 2,570,872	$ 4,391,263
Stock-based compensation	526,209	25,200	50,400	134,363	27,963	27,963	75,600	55,926	601,809	190,289	218,254	111,852
Loss from operations	(1,370,927)	(485,111)	(621,929)	(910,274)	(818,698)	(422,315)	(1,107,040)	(1,241,013)	(2,477,967)	(2,151,287)	(2,789,126)	(4,503,115)
Other (expense) income
Interest expense	(220,050)	(118,811)	(5,387)	0	0	0	(124,198)	0	(344,248)	0
Trust interest income	206,289	270,156	334,836	433,066	974,408	1,289,673	604,992	2,264,081	811,281	2,697,147	3,084,260	1,025,942
Other non-operating income (expense), net	(13,761)	151,345		433,066	974,408		480,794	2,264,081	467,033	2,697,147	3,084,260	1,025,942
Total other income			329,449			1,289,673
Income (Loss) before provision for income taxes	(1,384,688)	(333,766)	(292,480)	(477,208)	155,710	867,358	(626,246)	1,023,068	(2,010,934)	545,860	295,134	(3,477,173)
Provision for income taxes	(38,407)	(47,080)	(67,834)	(82,376)	(182,853)	(260,331)	(114,914)	(443,184)	(153,321)	(525,560)	(615,284)	(145,621)
Net (loss) income	(1,423,095)	(380,846)	$ (360,314)	(559,584)	(27,143)	$ 607,027	(741,160)	579,884	(2,164,255)	20,300	(320,150)	(3,622,794)
Armada Acquisition Corp I [Member] \| Common Stock [Member]
Other (expense) income
Net (loss) income	$ (1,140,024)	$ (285,914)		$ (346,585)	$ (11,538)		$ (539,730)	$ 193,497	$ (1,625,155)	$ 8,004	$ (140,949)	$ (998,785)
Basic Weighted-average shares outstanding	5,709,500	5,709,500		5,709,500	5,709,500		5,709,500	5,709,500	5,709,500	5,709,500	5,709,500	5,709,500
Diluted Weighted-average shares outstanding	5,709,500	5,709,500		5,709,500	5,709,500		5,709,500	5,709,500	5,709,500	5,709,500	5,709,500	5,709,500
Basic net (loss) income per share	$ (0.2)	$ (0.05)		$ (0.06)	$ (0)		$ (0.09)	$ 0.03	$ (0.28)	$ 0	$ (0.02)	$ (0.17)
Diluted net (loss) income per share	$ (0.2)	$ (0.05)		$ (0.06)	$ (0)		$ (0.09)	$ 0.03	$ (0.28)	$ 0	$ (0.02)	$ (0.17)
Armada Acquisition Corp I [Member] \| Common Stock [Member] \| Common stock subject to possible redemption [Member]
Other (expense) income
Basic Weighted-average shares outstanding	1,417,687	1,895,714	2,363,349	3,508,852	7,722,273	15,000,000	2,130,809	11,401,124	1,893,969	8,770,367	7,259,013	15,000,000
Diluted Weighted-average shares outstanding	1,417,687	1,895,714	2,363,349	3,508,852	7,722,273	15,000,000	2,130,809	11,401,124	1,893,969	8,770,367	7,259,013	15,000,000
Basic net (loss) income per share	$ (0.2)	$ (0.05)	$ (0.04)	$ (0.06)	$ (0)	$ 0.03	$ (0.09)	$ 0.03	$ (0.28)	$ 0	$ (0.02)	$ (0.17)
Diluted net (loss) income per share	$ (0.2)	$ (0.05)	$ (0.04)	$ (0.06)	$ (0)	$ 0.03	$ (0.09)	$ 0.03	$ (0.28)	$ 0	$ (0.02)	$ (0.17)
Armada Acquisition Corp I [Member] \| Common Stock [Member] \| Non-redeemable common stock [Member]
Other (expense) income
Basic Weighted-average shares outstanding	5,709,500	5,709,500	5,709,500	5,709,500	5,709,500	5,709,500	5,709,500	5,709,500	5,709,500	5,709,500	5,709,500	5,709,500
Diluted Weighted-average shares outstanding	5,709,500	5,709,500	5,709,500	5,709,500	5,709,500	5,709,500	5,709,500	5,709,500	5,709,500	5,709,500	5,709,500	5,709,500
Basic net (loss) income per share	$ (0.2)	$ (0.05)	$ (0.04)	$ (0.06)	$ (0)	$ 0.03	$ (0.09)	$ 0.03	$ (0.28)		$ (0.02)	$ (0.17)
Diluted net (loss) income per share	$ (0.2)	$ (0.05)	$ (0.04)	$ (0.06)	$ (0)	$ 0.03	$ (0.09)	$ 0.03	$ (0.28)	$ 0	$ (0.02)	$ (0.17)

Cover	12 Months Ended
Cover	Dec. 31, 2023
Document Information [Line Items]
Document Type	F-1
Amendment Flag	false
Entity Registrant Name	Rezolve AI Limited
Entity Central Index Key	0001920294
Entity Incorporation, State or Country Code	X0
Entity Address, Address Line One	3rd Floor, 80 New Bond Street
Entity Address, City or Town	London
Entity Address, Country	GB
Entity Address, Postal Zip Code	W1S 1SB
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

Significant Accounting Policies

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2023

Mar. 31, 2024

Jun. 30, 2024

Sep. 30, 2023

Significant Accounting Policies

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form10-K, as filed with SEC on December 4, 2023.

Emerging Growth Company Status

Use of Estimates

Cash

Investments Held in Trust Account

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Concentration of Credit Risk

Offering Costs Associated with IPO

Common Stock Subject to Possible Redemption

At December 31, 2023 and September 30, 2023, the common stock reflected in the balance sheets are reconciled in the following table:


Gross Proceeds	$	150,000,000
Proceeds allocated to Public Warrants		(11,700,000	)
Issuance costs related to common stock		(3,261,589	)
Remeasurement of carrying value to redemption value		14,961,589
Subsequent remeasurement of carrying value to redemption value – Trust interest income (excluding the amount that can be withdrawn from Trust Account for taxes)		548,862
Common stock subject to possible redemption – September 30, 2022		150,548,862
Redemptions		(129,175,094	)
Remeasurement of carrying value to redemption value		3,943,038
Common stock subject to possible redemption – September 30, 2023	$	25,316,806
Remeasurement of carrying value to redemption value		467,884
Common stock subject to possible redemption – December 31, 2023	$	25,784,690

Net (Loss) Income Per Common Stock

Accretion of the carrying value of common stock subject to redemption value is excluded from net (loss) income per common stock because the redemption value approximates fair value.


	For the Three Months Ended December 31,
	2023						2022
	Common Stock Subject to Possible Redemption			Non-Redeemable Common Stock			Common Stock Subject to Possible Redemption		Non-Redeemable Common Stock
Basic and diluted net (loss) income per share
Numerator:
Allocation of net (loss) income	$	(105,483	)	$	(254,831	)	$	439,673	$	167,354
Denominator
Weighted-average shares outstanding		2,363,349			5,709,500			15,000,000		5,709,500
Basic and diluted net (loss) income per share	$	(0.04	)	$	(0.04	)	$	0.03	$	0.03

Stock-Based Compensation

The Company recognized $50,400 and $27,963 of stock-based compensation for the three-month periods ended December 31, 2023 and December 31, 2022, respectively.

Income Taxes

Debt discounts

Recent Accounting Pronouncements

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by US GAAP. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows for the period presented in the unaudited condensed financial statements. Operating results for the three and six months ended March 31, 2024, are not necessarily indicative of the results that may be expected through September 30, 2024.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on December 4, 2023.

Emerging Growth Company Status

Use of Estimates

Cash

Investments Held in Trust Account

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At March 31, 2024 and September 30, 2023, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Offering Costs Associated with IPO

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ deficit. The Company’s shares of common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 1,417,687 and 2,363,349 and shares of common stock as of March 31, 2024 and September 30, 2023 subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

At March 31, 2024 and September 30, 2023, the common stock reflected in the balance sheets are reconciled in the following table:


Gross Proceeds	$	150,000,000
Proceeds allocated to Public Warrants		(11,700,000	)
Issuance costs related to common stock		(3,261,589	)
Remeasurement of carrying value to redemption value		14,961,589
Subsequent remeasurement of carrying value to redemption value – Trust interest income (excluding the amount that can be withdrawn from Trust Account for taxes)		548,862
Common stock subject to possible redemption – September 30, 2022	$	150,548,862
Redemptions		(129,175,094	)
Remeasurement of carrying value to redemption value		3,943,038
Common stock subject to possible redemption – September 30, 2023	$	25,316,806
Remeasurement of carrying value to redemption value		467,884
Common stock subject to possible redemption – December 31, 2023	$	25,784,690
Redemptions		(10,384,496	)
Remeasurement of carrying value to redemption value		347,252
Common stock subject to possible redemption – March 31, 2024	$	15,747,446

Net (Loss) Income Per Common Stock

The calculation of diluted (loss) income per share does not consider the effect of the warrants issued in connection with the IPO because the warrants are contingently exercisable, and the contingencies have not yet been met. The warrants are exercisable to purchase 7,500,000 shares of common stock in the aggregate. As of March 31, 2024 and 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net (loss) income per common stock is the same as basic net (loss) income per common stock for the periods presented.

Accretion of the carrying value of common stock subject to redemption value is excluded from net (loss) income per common stock because the redemption value approximates fair value.


	For the Three Months Ended March 31,
	2024						2023
	Common stock subject to possible redemption			Common stock			Common stock subject to possible redemption			Common stock
Basic and diluted net (loss) income per share
Numerator:
Allocation of net (loss) income	$	(94,932	)	$	(285,914	)	$	(15,605	)	$	(11,538	)
Denominator
Weighted-average shares outstanding		1,895,714			5,709,500			7,722,273			5,709,500
Basic and diluted net (loss) income per share	$	(0.05	)	$	(0.05	)	$	(0.00	)	$	(0.00	)


	For the Six Months Ended March 31,
	2024						2023
	Common stock subject to possible redemption			Common stock			Common stock subject to possible redemption		Common stock
Basic and diluted net (loss) income per share
Numerator:
Allocation of net (loss) income	$	(201,430	)	$	(539,730	)	$	386,387	$	193,497
Denominator
Weighted-average shares outstanding		2,130,809			5,709,500			11,401,124		5,709,500
Basic and diluted net (loss) income per share	$	(0.09	)	$	(0.09	)	$	0.03	$	0.03

Stock-Based Compensation

The Company accounts for share-based payments in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation,” (“ASC 718”), which requires that all equity awards be accounted for at their “fair value.” The Company measures and recognizes compensation expense for all share-based payments on their estimated fair values measured as of the grant date. These costs are recognized as an expense in the condensed statements of operations upon vesting, once the applicable performance conditions are met, with an offsetting increase to additional paid-in capital. Forfeitures are recognized as they occur.

On June 16, 2021, the Sponsor transferred 50,000 shares to each of its Chief Executive Officer and to its President and 35,000 shares to each of its three independent directors. The aforementioned transfer is within the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The aggregate fair value of these shares was $509,552 at issuance. A total of 100,000 shares vested upon consummation of the Initial Public Offering. The remaining 105,000 shares vest in equal quarterly installments until the second anniversary of the consummation of the Company’s Initial Public Offering, or August 17, 2023. At March 31, 2024, all shares under the June 16, 2021 grant were vested.

On June 26, 2023, the Sponsor allocated 270,000 shares to its three independent directors (90,000 each) and 100,000 shares to an executive officer. The aforementioned transfer is within the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the transfer date. The aggregate fair value of these shares was $207,200 at the date of the transfer. A total of 190,000 shares vested upon the transfer date. The remaining 180,000 shares will vest as follows: 90,000 upon the 6 month anniversary of the transfer date; and 90,000 upon the one year anniversary of the transfer date, provided that all unvested shares would become vested upon consummation of initial business combination. The Company recognized $75,600 of stock-based compensation related to this grant for the six months ended March 31, 2024.

Income Taxes

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024, and September 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Debt Discounts

Recent Accounting Pronouncements

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by US GAAP. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows for the period presented in the unaudited condensed financial statements. Operating results for the three and nine months ended June 30, 2024, are not necessarily indicative of the results that may be expected through September 30, 2024.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on December 4, 2023.

Emerging Growth Company Status

Use of Estimates

Cash

Cash Held in Trust Account

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At June 30, 2024 and September 30, 2023, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Offering Costs Associated with IPO

The Company complies with the requirements of ASC340-10-S99-1and SEC Staff Accounting Bulletin Topic 5A— “Expenses of Offering”. Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are related to the IPO. The Company incurred offering costs amounting to $3,537,515 as a result of the IPO consisting of a $1,500,000 underwriting commissions and $2,037,515 of other offering costs.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ deficit. The Company’s shares of common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 1,417,687 and 2,363,349 and shares of common stock as of June 30, 2024 and September 30, 2023 subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

At June 30, 2024 and September 30, 2023, the common stock reflected in the balance sheets are reconciled in the following table:


Gross Proceeds	$	150,000,000
Proceeds allocated to Public Warrants		(11,700,000	)
Issuance costs related to common stock		(3,261,589	)
Remeasurement of carrying value to redemption value		14,961,589
Subsequent remeasurement of carrying value to redemption value – Trust interest income (excluding the amount that can be withdrawn from Trust Account for taxes)		548,862
Common stock subject to possible redemption – September 30, 2022	$	150,548,862
Redemptions		(129,175,094	)
Remeasurement of carrying value to redemption value		3,943,038
Common stock subject to possible redemption – September 30, 2023	$	25,316,806
Redemptions		(10,384,496	)
Remeasurement of carrying value to redemption value		1,108,476
Common stock subject to possible redemption – June 30, 2024	$	16,040,786

Net (Loss) Income Per Common Stock

The calculation of diluted (loss) income per share does not consider the effect of the warrants issued in connection with the IPO because the warrants are contingently exercisable, and the contingencies have not yet been met. The warrants are exercisable to purchase 7,500,000 shares of common stock in the aggregate. As of June 30, 2024 and 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net (loss) income per common stock is the same as basic net (loss) income per common stock for the periods presented.

Accretion of the carrying value of common stock subject to redemption value is excluded from net (loss) income per common stock because the redemption value approximates fair value.


	For the Three Months Ended June 30,												For the Nine Months Ended June 30,
	2024						2023						2024						2023
	Common stock subject to possible redemption			Common stock			Common stock subject to possible redemption			Common stock			Common stock subject to possible redemption			Common stock			Common stock subject to possible redemption		Common stock
Basic and diluted net (loss) income per share
Numerator: Allocation of net (loss) income, as adjusted	$	(283,071	)	$	(1,140,024	)	$	(212,999	)	$	(346,585	)	$	(539,100	)	$	(1,625,155	)	$	12,296	$	8,004
Denominator:
Basic and diluted weighted average shares outstanding		1,417,687			5,709,500			3,508,852			5,709,500			1,893,969			5,709,500			8,770,367		5,709,500
Basic and diluted net (loss) income per share	$	(0.20	)	$	(0.20	)	$	(0.06	)	$	(0.06	)	$	(0.28	)	$	(0.28	)	$	0.00	$	0.00

Stock-Based Compensation

On June 16, 2021, the Sponsor transferred 50,000 shares to each of its Chief Executive Officer and to its President and 35,000 shares to each of its three independent directors. The aforementioned transfer is within the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The aggregate fair value of these shares was $509,552 at issuance. A total of 100,000 shares vested upon consummation of the Initial Public Offering. The remaining 105,000 shares vest in equal quarterly installments until the second anniversary of the consummation of the Company’s Initial Public Offering, or August 17, 2023. At June 30, 2024, all shares under the June 16, 2021 grant were vested.

On June 26, 2023, the Sponsor allocated 270,000 shares to its three independent directors (90,000 each) and 100,000 shares to an executive officer. The aforementioned transfer is within the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the transfer date. The aggregate fair value of these shares was $207,200 at the date of the transfer. A total of 190,000 shares vested upon the transfer date. The remaining 180,000 shares will vest as follows: 90,000 upon the 6 month anniversary of the transfer date; and 90,000 upon the one year anniversary of the transfer date, provided that all unvested shares would become vested upon consummation of initial business combination. The Company recognized $100,800 of stock-based compensation related to this grant for the nine months ended June 30, 2024.

Income Taxes

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024, and September 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Debt Discounts

Recent Accounting Pronouncements

Note 2 - Significant Accounting Policies

Basis of Presentation

Emerging Growth Company Status

Use of Estimates

Cash

Investments Held in Trust Account

As of September 30, 2022, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. At September 30, 2023 and 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Offering Costs Associated with IPO

The Company complies with the requirements of ASC340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A— “Expenses of Offering”. Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are related to the IPO. The Company incurred offering costs amounting to $3,537,515 as a result of the IPO consisting of a $1,500,000 underwriting commissions and $2,037,515 of other offering costs.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s shares of common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 15,000,000 shares of common stock as of September 30, 2022, and 2,363,349 shares of common stock as of September 30, 2023 subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

At September 30, 2023 and 2022, the common stock reflected in the balance sheets are reconciled in the following table:


Gross Proceeds	$	150,000,000
Proceeds allocated to Public Warrants		(11,700,000	)
Issuance costs related to common stock		(3,261,589	)
Remeasurement of carrying value to redemption value		14,961,589
Subsequent remeasurement of carrying value to redemption value – Trust interest income (excluding the amount that can be withdrawn from Trust Account for taxes)		548,862
Common stock subject to possible redemption – September 30, 2022		150,548,862
Redemptions		(129,175,094	)
Remeasurement of carrying value to redemption value		3,943,038
Common stock subject to possible redemption – September 30, 2023	$	25,316,806

Net Loss Per Common Stock

Accretion of the carrying value of common stock subject to redemption value is excluded from net loss per common stock because the redemption value approximates fair value.


	For The Year Ended September 30,
	2023						2022
	Common stock subject to redemption			Common stock			Common stock subject to redemption			Common stock
Basic and diluted net loss per share
Numerator:
Allocation of net loss	$	(179,201	)	$	(140,949	)	$	(2,624,009	)	$	(998,785	)
Denominator
Weighted-average shares outstanding		7,259,013			5,709,500			15,000,000			5,709,500
Basic and diluted net loss per share	$	(0.02	)	$	(0.02	)	$	(0.17	)	$	(0.17	)

Stock-Based Compensation

On June 16, 2021, the Sponsor transferred 50,000 shares to each of its Chief Executive Officer and to its President and 35,000 shares to each of its three independent directors. The aforementioned transfer is in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The aggregate fair value of these shares was $509,552 at issuance. A total of 100,000 shares vested upon consummation of the Initial Public Offering. The remaining 105,000 shares vest in equal quarterly installments until the second anniversary of the consummation of the Company’s Initial Public Offering, or August 17, 2023. At September 30, 2023, all shares under the June 16, 2021 grant were vested.

On June 26, 2023, the Sponsor allocated 270,000 shares to its three independent directors (90,000 each) and 100,000 shares to an executive officer. The aforementioned transfer is in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the transfer date. The aggregate fair value of these shares was $207,200 at the date of the transfer. A total of 190,000 shares vested upon the transfer date. The remaining 180,000 shares will vest as follows: 90,000 upon the 6 month anniversary of the transfer date; and 90,000 upon the one year anniversary of the transfer date; provided that all unvested shares would become vested upon consummation of initial business combination. The Company recognized $106,400 of stock-based compensation related to this grant for the year ended September 30, 2023.

The Company recognized $218,254 and $111,852 of stock-based compensation for the fiscal years ended September 30, 2023, and 2022, respectively.

Income Taxes

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

CONDENSED BALANCE SHEETS (Parenthetical)	Dec. 31, 2023 £ / shares	Dec. 31, 2022 £ / shares
Common Stock, Par or Stated Value Per Share \| (per share)		£ 0.0001
Common Stock [Member]
Common Stock, Par or Stated Value Per Share	£ 0.0001	0.0001
Common Class A [Member] \| Common Stock [Member]
Common Stock, Par or Stated Value Per Share	£ 0.0001	£ 0.0001

Commitments and Contingencies (Details Narrative) - USD ($)															1 Months Ended	3 Months Ended		6 Months Ended	9 Months Ended	12 Months Ended			14 Months Ended
	Feb. 15, 2024	Feb. 09, 2024	Feb. 02, 2024	Aug. 02, 2023	Feb. 23, 2023	Feb. 02, 2023	Jan. 20, 2023	Oct. 02, 2021	Aug. 18, 2021	Aug. 17, 2021	May 29, 2021	May 29, 2021	Feb. 08, 2021	Feb. 08, 2021	Aug. 31, 2023	Jun. 30, 2024	Dec. 31, 2023	Mar. 31, 2024	Jun. 30, 2024	Jun. 20, 2024	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Subsequent Event [Member]
Redemption price		$ 10.98
Armada Acquisition Corp I [Member]
Underwriting discount percentage										1.00%
Underwriting commissions										$ 1,500,000
Deferred underwriting commission payable										$ 225,000
Deferred underwriting commission expired								$ 225,000
Advisory fee percentage for initial public offering										1.00%
Advisory fee for IPO amount if underwriters' option is not exercised										$ 1,500,000
Advisory fee paid									$ 1,500,000	1,500,000
Advisory fee for business combination amount if underwriters' option is not exercised										$ 3,000,000
Marketing agreement fee percentage for business combination										2.25%
Marketing agreement fee for business combination amount if underwriters' option is not exercised										$ 3,375,000
Capital market advisory fee for business combination										$ 2,500,000
Cash fee percentage for target business introduction in business combination										1.00%
Issuance of representative shares, shares													162,500
Long term purchase commitment amount paid																						$ 120,000
Long-term purchase commitment, amount																	$ 1,030,000	$ 1,030,000	$ 1,030,000		$ 1,030,000
Threshold date for consummation of business combination				Feb. 17, 2024		Aug. 17, 2023				Feb. 17, 2023						Feb. 17, 2023	Feb. 17, 2023		Feb. 17, 2023		Feb. 17, 2023
Redemption price	$ 10.98			$ 10.56		$ 10.19										$ 11.31	$ 10.91	$ 11.11	$ 11.31		$ 10.71	$ 10.04
Temporary equity shares redeemed during the period shares	945,662	945,662		1,145,503		11,491,148									1,145,503
Armada Acquisition Corp I [Member] \| ICR LLC [Member]
Related party transaction, amounts of transaction monthly fee																							$ 10,400
Armada Acquisition Corp I [Member] \| Subsequent Event [Member]
Proceeds from other debts			$ 2,000,000
Other commitement			2,500,000
Redemption price	$ 10.98	$ 10.98
Temporary equity shares redeemed during the period shares	945,662	945,662
Armada Acquisition Corp I [Member] \| Representative Shares [Member]
Shares issued, price per share													$ 0.0001	$ 0.0001
Issuance of representative shares, shares												87,500	87,500	162,500
Armada Acquisition Corp I [Member] \| Northland Securities, Inc. [Member] \| Representative Shares [Member]
Issuance of representative shares, shares											87,500		87,500
Armada Acquisition Corp I [Member] \| Hallum Capital Group LLC [Member]
Advisory fee payable on consummation of business combination																$ 500,000	$ 500,000	$ 500,000	$ 500,000		$ 500,000
Armada Acquisition Corp I [Member] \| D A Davidson And Co [Member]
Advisory fee payable on consummation of business combination																600,000	600,000	600,000	600,000		600,000
Armada Acquisition Corp I [Member] \| Termination or Closing of Initial Business Combination [Member] \| ICR LLC [Member]
Other liabilities																145,600	145,600	145,600	145,600		145,600
Armada Acquisition Corp I [Member] \| Additional Liabilities Upon the Closing of the Initial Business Combination [Member] \| ICR LLC [Member]
Other liabilities																145,600	145,600	145,600	145,600		145,600
Armada Acquisition Corp I [Member] \| Initial Business Combination [Member] \| Bishop IR [Member]
Success fee payable																$ 100,000	$ 100,000	$ 100,000	$ 100,000		$ 100,000
Related party transaction, amounts of transaction monthly fee																				$ 8,000
Armada Acquisition Corp I [Member] \| Initial Business Combination [Member] \| Subsequent Event [Member] \| Bishop IR [Member]
Related party transaction, amounts of transaction monthly fee																				8,000
Armada Acquisition Corp I [Member] \| Maximum [Member] \| Initial Business Combination [Member] \| Bishop IR [Member]
Related party transaction, amounts of transaction monthly fee																				12,000
Armada Acquisition Corp I [Member] \| Maximum [Member] \| Initial Business Combination [Member] \| Subsequent Event [Member] \| Bishop IR [Member]
Related party transaction, amounts of transaction monthly fee																				$ 12,000
Armada Acquisition Corp I [Member] \| Prepaid Advance Agreement [Member]
Proceeds from other debts			2,000,000
Other commitement			2,500,000
Armada Acquisition Corp I [Member] \| Prepaid Advance Agreement [Member] \| Subsequent Event [Member]
Proceeds from other debts			2,000,000
Other commitement			$ 2,500,000
Armada Acquisition Corp I [Member] \| Amended and Restated Business Combination Agreement [Member]
Advisory fee for business combination amount if underwriters' option is not exercised										$ 8,750,000
Armada Acquisition Corp I [Member] \| Purchase Agreement [Member] \| YA II PN, Ltd. [Member]
Value of ordinary shares expected to issue					$ 250,000,000
Armada Acquisition Corp I [Member] \| Non Redemption Agreements [Member]
Threshold date for consummation of business combination							Aug. 17, 2023
Redemption price						$ 10.19
Temporary equity shares redeemed during the period shares						11,491,148
Number of shares allocated in exchange for non redeemption of public shares							75,000
Armada Acquisition Corp I [Member] \| Non Redemption Agreements [Member] \| Sponsor [Member]
Redemption price							$ 1.55
Temporary equity shares redeemed during the period value							$ 1,102,909
Temporary equity shares redeemed during the period shares							713,057

Significant Accounting Policies - Summary of common stock reflected in the balance sheets are reconciled (Details) - Armada Acquisition Corp I [Member] - USD ($)				1 Months Ended	3 Months Ended		9 Months Ended	12 Months Ended
	Feb. 15, 2024	Feb. 09, 2024	Aug. 02, 2023	Aug. 31, 2023	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2024	Sep. 30, 2023	Sep. 30, 2022
Gross Proceeds									$ 150,000,000
Proceeds allocated to Public Warrants									(11,700,000)
Issuance costs related to common stock									(3,261,589)
Remeasurement of carrying value to redemption value	$ 10,384,496	$ 10,384,496	$ 12,095,215	$ 12,095,215	$ 347,252	$ 467,884	$ 1,108,476	$ 3,943,038	14,961,589
Subsequent remeasurement of carrying value to redemption value – Trust interest income (excluding the amount that can be withdrawn from Trust Account for taxes)									548,862
Common stock subject to possible redemption					15,747,446	$ 25,784,690	16,040,786	25,316,806	150,548,862
Redemptions					$ (10,384,496)		$ (10,384,496)	$ (129,175,094)	$ (129,175,094)

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(23)(a)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section S99
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-Subparagraph (SX 210.13-02(a)(4)(i))
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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B