Entry into a Material Definitive Agreement.
On January 20, 2023, Armada Acquisition Corp. I (the
“Company”), and Armada Sponsor LLC (the “Sponsor”), the Company’s
sponsor, entered into one or more 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 initial public
offering (the “public shares”) at the 2023 annual meeting of
stockholders called by the Company (the “Meeting”) at which a
proposal to approve an extension of time for the Company to
consummate an initial business combination (the “Extension
Proposal”) from February 17, 2023 to August 17, 2023 (the
“Extension”) has also been submitted to the stockholders. The
provide for the allocation of up to 75,000 shares of common stock
of the Company (“Founder Shares”) held by the Sponsor in exchange
for such investor and/or investors agreeing to hold and not redeem
certain public shares at the Meeting. Certain of the parties to the
are also members of the Sponsor.
Agreements shall terminate on the earlier of (a) the failure
of the Company’s stockholders to approve the Extension at the
Meeting, or the determination of the Company not to proceed to
effect the Extension, (b) the fulfillment of all obligations
of parties to the Non-Redemption Agreements, (c) the
liquidation or dissolution of the Company, or (d) the mutual
written agreement of the parties.
Additionally, pursuant to the Non-Redemption Agreements, the Company
has agreed that until the earlier of (a) the consummation of
the Company’s initial business combination; (b) the
liquidation of the trust account; and (c) 24 months from
consummation of the Company’s initial public offering, the Company
will maintain the investment of funds held in the trust account in
interest-bearing United States government securities within the
meaning of Section 2(a)(16) of the Investment Company Act of
1940, as amended, having a maturity of 185 days or less, or in
money market funds meeting the conditions of paragraphs (d)(1),
(d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended, which invest only in direct U.S.
government treasury obligations. The Company has also agreed that
it will not use any amounts in the trust account, or the interest
earned thereon, to pay any excise tax that may be imposed on the
Company pursuant to the Inflation Reduction Act (IRA) of 2022 (H.R.
5376) due to any redemptions of public shares at the Meeting,
including in connection with a liquidation of the Company if it
does not effect a business combination prior to its termination
date by the Company. The Non-Redemption Agreements are not
expected to increase the likelihood that the Extension Proposal is
approved by stockholders but will increase the amount of funds that
remain in the Company’s trust account following the Meeting.
The foregoing summary of the Non-Redemption Agreements does not
purport to be complete and is qualified in its entirety by
reference to the form of Non-Redemption Agreement attached
hereto as Exhibit 10.1 and incorporated herein by reference.
Participants in the Solicitation
The Company and its directors and executive officers and other
persons may be deemed to be participants in the solicitation of
proxies from the Company’s shareholders in respect of the Meeting
and the Extension and related matters. Information regarding the
Company’s directors and executive officers is available in
Company’s proxy statement for the 2023 annual meeting filed with
the U.S. Securities and Exchange Commission on January 5,
2023. Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests are contained in the Proxy Statement (defined below).
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
The Company has filed with the Securities and Exchange Commission
(the “SEC”) a definitive proxy statement (the “Proxy Statement”) in
connection with the Meeting to consider and vote upon the Extension
Proposal and other matters and, beginning on or about
January 6, 2023, mailed the Proxy Statement and other relevant
documents to its stockholders as of the December 15, 2022
record date for the Annual Meeting. The Company’s stockholders and
other interested persons are advised to read the Proxy Statement
and any other relevant documents that have been or will be filed
with the SEC in