On February 14, 2024, Armada Acquisition Corp. I, a Delaware corporation (the “Company”), filed a supplement (the “Supplement”) to the definitive proxy statement of the Company, dated January 12, 2024 (the “Proxy Statement”), that was sent to stockholders in connection with the Company’s special meeting of stockholders initially scheduled for 11:00 a.m., Eastern Time, on February 13, 2024, and postponed to 11:00 a.m., Eastern Time, on February 15, 2024, virtually, at https://www.cstproxy.com/armadaacqi/2024 (the “Stockholder Meeting”).
The Company filed the Supplement with the Securities and Exchange Commission to advise stockholders that Company is increasing the proposed deposit into the Trust Account if the Extension Amendment Proposal (as defined in the Proxy Statement) is approved from the lesser of $47,266.98 or $0.02 for each then-outstanding public share to the lesser of $82,717.22 or $0.035 for each then-outstanding public share. The corresponding disclosure in the Proxy Statement in the “Letter to Stockholders”, “Notice of Special Meeting of Stockholders” and pages 6, 11, 16-17 and 22-23 were amended as follows:
“If the Extension Amendment Proposal is approved and the Charter Extension becomes effective, within three business days of February 17, 2024, the Sponsor (or one or more of its affiliates, members or third-party designees) (the “Lender”) shall make a deposit into the Trust Account (as defined below) of the lesser of (i) $82,717.22 or (ii) $0.035 for each then-outstanding Public Share, in exchange for a non-interest bearing, unsecured promissory note issued by Armada to the Lender. In addition, if the Extension Amendment Proposal is approved and the Charter Extension becomes effective, in the event that Armada has not consummated a Business Combination by March 17, 2024, without approval of Armada’s stockholders, Armada may, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to five times, each by one additional month (for a total of up to six additional months to complete a Business Combination), provided that the Lender will deposit into the Trust Account for each such monthly extension, the lesser of (i) $82,717.22 or (ii) $0.035 for each then-outstanding Public Share for an aggregate deposit of the lesser of (x) $413,586.10 or (y) $0.175 for each then-outstanding Public Share (if all five additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by Armada to the Lender. If Armada completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note or convert a portion or all of the amounts loaned under such promissory note into shares of Common Stock, which shares will be identical to the shares of Armada issued in a private placement that occurred simultaneously with the consummation of Armada’s initial public offering. If Armada does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.”
Forward-Looking Statements
This Current Report on Form 8-K (this “Form 8-K”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding the estimated per share redemption price and related matters, as well as all other statements other than statements of historical fact included in this Form 8-K are forward-looking statements. When used in this Form 8-K, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s Annual Report on Form 10-K, subsequent quarterly reports on Form 10-Q and initial public offering prospectus. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.