Form 425 - Prospectuses and communications, business combinations
15 Setembro 2023 - 5:13PM
Edgar (US Regulatory)
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)
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Delaware |
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001-40742 |
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85-3810850 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification Number) |
1760 Market Street, Suite 602
Philadelphia, PA 19103
(Address of principal executive offices)
(215) 543-6886
(Registrants 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:
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Title of each class |
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Trading Symbols |
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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 |
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AACI U |
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The Nasdaq Stock Market LLC |
Common stock, par value $0.0001 per share |
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AACI |
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The Nasdaq Stock Market LLC |
Warrants, each exercisable for one share of common stock for $11.50 per share |
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AACI W |
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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 Companys 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 Companys 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 Companys 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
Companys 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
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By: |
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/s/ Stephen P. Herbert |
Name: |
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Stephen P. Herbert |
Title: |
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Chief Executive Officer and Chairman |
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