false 0001844817 --09-30 0001844817 2023-02-02 2023-02-02 0001844817 aaci:UnitsEachConsistingOfOneShareOfCommonStockAndOnehalfOfOneRedeemableWarrantMember 2023-02-02 2023-02-02 0001844817 aaci:CommonStockParValue0.0001PerShareMember 2023-02-02 2023-02-02 0001844817 aaci:WarrantsEachExercisableForOneShareOfCommonStockFor11.50PerShareMember 2023-02-02 2023-02-02

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 2, 2023

 

 

Armada Acquisition Corp. I

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-40742   85-3810850

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

1760 Market Street, Suite 602

Philadelphia, PA 19103

(Address of principal executive offices)

(215) 543-6886

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbols

  

Name of each exchange

on which registered

Units, each consisting of one share of common stock, $0.0001 par value, and one-half of one redeemable warrant   AACI U   The Nasdaq Stock Market LLC
Common stock, par value $0.0001 per share   AACI   The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of common stock for $11.50 per share   AACI W   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February 2, 2023, Armada Acquisition Corp. I, a Delaware corporation (the “Company”), filed an amendment (the “Amendment”) to the Company’s Second Amended & Restated Certificate of Incorporation (the “Charter”) with the Secretary of State of the State of Delaware. The Amendment extends the date by which the Company must consummate its initial 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 initial public offering, 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 Company’s stockholders approved the Amendment at the Annual Meeting (as defined below).

The foregoing description of the Amendment is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders

On February 2, 2023, the Company convened its annual meeting of stockholders (the “Annual Meeting”). As of the close of business on December 15, 2022, the record date for the Annual Meeting, there were 20,709,500 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) outstanding, each of which was entitled to one vote with respect to each of the proposals. A total of 17,071,248 shares of Common Stock, representing approximately 82.432% of the outstanding shares of Common Stock entitled to vote at the Annual Meeting, were present in person or by proxy, constituting a quorum. The proposals listed below are described in more detail in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on January 5, 2023. At the Annual Meeting, by a vote of stockholders entitled to vote, the stockholders voted upon and approved proposals to:

The Election of Director Proposal

Elect Celso L. White to serve on the Board of Directors of the Company as the Class A Director until the 2026 annual meeting of the stockholders of the Company or until such person’s successor is qualified and elected:

 

FOR

  

AGAINST

  

ABSTAIN

13,566,850   0   3,504,398

The Auditor Proposal

Ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023:

 

FOR

  

AGAINST

  

ABSTAIN

15,918,352   1,152,896   0

The Extension Proposal

Approve 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 initial public offering, from February 17, 2023 for up to six additional months at the election of the Company, ultimately until as late as August 17, 2023:

 

FOR

  

AGAINST

  

ABSTAIN

15,624,609   1,446,639   0

Item 8.01

Other Information

In connection with the approval and amendment of the Company’s Charter pursuant to the Extension Proposal, the Company was required to permit its public shareholders to redeem their shares of Common Stock. Of the 15,000,000 shares of Common Stock outstanding with redemption rights, the holders of 11,491,148 shares of Common Stock elected to redeem their shares at a per share redemption price of approximately $10.17. As a result, approximately $116,864,975 will be removed from the Company’s trust account to pay such holders.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit

   

Description

3.1    Amendment to the Second Amended and Restated Certificate of Incorporation
104    Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 2, 2023

 

By:

  

/s/ Stephen P. Herbert

Name:

  

Stephen P. Herbert

Title:

  

Chief Executive Officer and Chairman

Exhibit 3.1

 

  Delaware   Page 1
  The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “ARMADA ACQUISITION CORP. I”, FILED IN THIS OFFICE ON THE SECOND DAY OF FEBRUARY, A.D. 2023, AT 1:32 O’CLOCK P.M.

 

/s/ Jeffrey W. Bullock

Jeffrey W. Bullock, Secretary of State

 

4074709 8100

SR# 20230351334

    LOGO   

Authentication: 202632077

Date: 02-02-23

You may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware      
Secretary of State      
Division of Corporations      
Delivered 01:32 PM 02/02/2023      
FILED 01:32 PM 02/02/2023      
SR 20230351334 - File Number 4074709      

AMENDMENT

TO THE

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

ARMADA ACQUISITION CORP. I

Pursuant to Section 242 of the

Delaware General Corporation Law

ARMADA ACQUISITION CORP. I (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

 

  1.

The name of the Corporation is Armada Acquisition Corp. I. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on November 5, 2020 (the “Original Certificate”) and was subsequently amended and restated on February 4, 2021. A Second Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on August 12, 2021 (the “Amended and Restated Certificate of Incorporation”).

 

  2.

This Amendment to the Second Amended and Restated Certificate of Incorporation amends the Second Amended and Restated Certificate of Incorporation of the Corporation.

 

  3.

This Amendment to the Second Amended and Restated Certificate of Incorporation was duly approved by the Corporation’s Board of Directors in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware (the “DGCL”).

 

  4.

This Amendment to the Second Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of the capital stock of the Corporation entitled to vote generally at a meeting of stockholders in accordance with the provisions of Sections 228 and 242 of the DGCL.

 

  5.

The text of Section F of Article SIXTH is hereby amended and restated to read in full as follows:

“F. In the event that the Corporation does not consummate a Business Combination by August 17, 2023 (or, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open) (the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten (1 0) business days thereafter, redeem 100% of the IPO Shares for cash for a redemption price per share equal to the amount then held in the Trust Account, less any interest for any income, excise or other taxes payable, divided by the total number of IPO Shares then outstanding (which redemption will completely extinguish such holders’ 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 approval of the Corporation’s then stockholders and subject to the requirements of the DGCL, including the adoption of a resolution by the Board pursuant to Section 275(a) of the DGCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the DGCL, dissolve and liquidate, subject (in the case of clauses (ii) and (iii) above) to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.”

IN WITNESS WHEREOF, Armada Acquisition Corp. I has caused this Amendment to the Second Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this 2nd day of February, 2023.

 

ARMADA ACQUISITION CORP. I
By:  

/s/ Stephen P. Herbert

Name:   Stephen P. Herbert
Title:   President