false 0001844817 0001844817 2023-09-12 2023-09-12 0001844817 aaci:UnitsEachConsistingOfOneShareOfCommonStockAndOnehalfOfOneRedeemableWarrantMember 2023-09-12 2023-09-12 0001844817 aaci:CommonStockParValue0.0001PerShareMember 2023-09-12 2023-09-12 0001844817 aaci:WarrantsEachExercisableForOneShareOfCommonStockFor11.50PerShareMember 2023-09-12 2023-09-12

 

 

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): September 15, 2023 (September 12, 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 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 12, 2023, the board of directors of Armada Acquisition Corp. I, a Delaware corporation (the “Company”), approved a draw of an aggregate of $70,900.47 (the “Extension Funds”) pursuant to the Promissory Note, dated as of August 2, 2023, between the Company and Armada Sponsor LLC (the “Note”), which Extension Funds were deposited into the Company’s trust account for its public stockholders on September 12, 2023. This deposit enables the Company to extend the date by which it must complete its initial business combination from September 17, 2023 to October 17, 2023 (the “Extension”). The Extension is the first of five one-month extensions permitted under the Company’s second amended and restated certificate of incorporation and provides the Company with additional time to complete its initial business combination. The Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate an initial business combination, the Note will be repaid only from funds remaining outside of the Company’s trust account, if any, or will be forfeited, eliminated, or otherwise forgiven. Up to $425,402.82 of the total principal amount of the Note may be converted, in whole or in part, at the option of the lender into common stock of the Company at a price of $10.00 per share, which shares will be identical to the private placement shares issued to Armada Sponsor LLC at the time of the initial public offering of the Company. As of September 15, 2023, there was $141,800.94 outstanding under the Note.

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: September 15, 2023

 

By:  

/s/ Stephen P. Herbert

Name:   Stephen P. Herbert
Title:   Chief Executive Officer and Chairman
v3.23.2
Document and Entity Information
Sep. 12, 2023
Document And Entity Information [Line Items]  
Amendment Flag false
Entity Central Index Key 0001844817
Document Type 8-K
Document Period End Date Sep. 12, 2023
Entity Registrant Name Armada Acquisition Corp. I
Entity Incorporation State Country Code DE
Entity File Number 001-40742
Entity Tax Identification Number 85-3810850
Entity Address, Address Line One 1760 Market Street
Entity Address, Address Line Two Suite 602
Entity Address, City or Town Philadelphia
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19103
City Area Code (215)
Local Phone Number 543-6886
Written Communications true
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Units Each Consisting Of One Share Of Common Stock And Onehalf Of One Redeemable Warrant [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Units, each consisting of one share of common stock, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol AACI U
Security Exchange Name NASDAQ
Common Stock Par Value 0.0001 Per Share [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common stock, par value $0.0001 per share
Trading Symbol AACI
Security Exchange Name NASDAQ
Warrants Each Exercisable For One Share Of Common Stock For 11.50 Per Share [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Warrants, each exercisable for one share of common stock for $11.50 per share
Trading Symbol AACI W
Security Exchange Name NASDAQ
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