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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Armada Acquisition Corp. I - Equity Warrant
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| November 14, 2024 |
AACI / Armada Acquisition Corp. I / FIR TREE CAPITAL MANAGEMENT LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| August 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40742 ARMADA ACQUISITION CORP. I (Exact name of registrant as specified |
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| August 21, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File N |
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| August 16, 2024 |
AACI / Armada Acquisition Corp. I / Armada Sponsor LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Armada Acquisition Corp. I (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 04208V 103 (CUSIP Number) Armada Sponsor LLC 1760 Market Street, Suite 602 Philadelphia, PA 19103 (212) 543-6886 (Name, Address |
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| August 15, 2024 |
NT 10-Q 1 d801410dnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Rep |
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| August 15, 2024 |
EX-99.1 Exhibit 99.1 Armada Acquisition Corp. I Closes Business Combination with Rezolve AI Limited Rezolve AI common shares and warrants to begin trading on the Nasdaq on Aug. 16, 2024 under the ticker symbols “RZLV” and “RZLVW”, respectively Philadelphia — Aug. 15, 2024 — Armada Acquisition Corp. I, (Nasdaq: AACI) a publicly traded special purpose acquisition company (“Armada”), announced today |
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| August 15, 2024 |
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): August 15, 2024 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 organi |
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| August 2, 2024 |
Armada Acquisition Corp. I Stockholders Approve Business Combination with Rezolve AI Ltd. Exhibit 99.1 Armada Acquisition Corp. I Armada Acquisition Corp. I Stockholders Approve Business Combination with Rezolve AI Ltd. Philadelphia — Aug. 02, 2024 — Armada Acquisition Corp. I, (NASDAQ: AACI;AACI.W) a publicly traded special purpose acquisition company (“Armada”), announced today that, at its special meeting of stockholders (the “Special Meeting”) held on August 1, 2024, its stockholde |
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| August 2, 2024 |
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): August 2, 2024 (August 1, 2024) Armada Acquisition Corp. I (Exact name of Registrant as specified in its charter) Delaware 001-40742 85-3810850 (State or other jurisdiction of incorpo |
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| August 2, 2024 |
Amendment to the Second Amended and Restated Certificate of Incorporation. Exhibit 3.1 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. |
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| July 31, 2024 |
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): July 30, 2024 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 organiza |
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| July 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| July 10, 2024 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) Armada Acquisition Corp. I (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04208V202 (CUSIP Number) June 28, |
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| May 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. |
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| February 16, 2024 |
Amendment to Amended and Restated Certificate of Incorporation. EX-3.1 Exhibit 3.1 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 Co |
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| February 16, 2024 |
Promissory Note, dated February 15, 2024, between Armada and the Sponsor. EX-10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE |
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| February 16, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File N |
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| February 16, 2024 |
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 16, 2024 (February 15, 2024) Armada Acquisition Corp. I (Exact name of Registrant as specified in its charter) Delaware 001-40742 85-3810850 (State or other jurisdiction of i |
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| February 15, 2024 |
NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Trans |
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| February 14, 2024 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted b |
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| February 14, 2024 |
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 14, 2024 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 orga |
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| February 14, 2024 |
AACI / Armada Acquisition Corp. I / FIR TREE CAPITAL MANAGEMENT LP Passive Investment SC 13G 1 firtree-aaci123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Armada Acquisition Corp. I (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 04208V103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the |
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| February 13, 2024 |
Armada Acquisition Corp. I Announces Postponement of Special Meeting of Stockholders. Exhibit 99.1 Armada Acquisition Corp. I Announces Postponement of Special Meeting of Stockholders. Philadelphia, PA – February 13, 2024 – Armada Acquisition Corp. I (“Armada” or the “Company”) today announced that its special meeting of stockholders (“Special Meeting”) will be postponed from its scheduled time of 11:00 a.m. Eastern Time on February 13, 2024 to 11:00 a.m. Eastern Time on February 1 |
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| February 13, 2024 |
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 13, 2024 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 orga |
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| February 9, 2024 |
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 8, 2024 (February 2, 2024) Armada Acquisition Corp. I (Exact name of Registrant as specified in its charter) Delaware 001-40742 85-3810850 (State or other jurisdiction of inc |
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| February 9, 2024 |
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 8, 2024 (February 2, 2024) Armada Acquisition Corp. I (Exact name of Registrant as specified in its charter) Delaware 001-40742 85-3810850 (State or other jurisdiction of inc |
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| February 9, 2024 |
Exhibit 2.1 AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENT THIS AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of February 2, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempted company (the “Investor”), ARMADA ACQUISITION CORP. I, a Delaware corporation (“Armada”), REZOLVE LIMITED, a company incorporated in England and Wales with regis |
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| January 25, 2024 |
Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on January 25, 2024. EX-99.2 3 tm243910d1ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal |
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| January 25, 2024 |
AACI / Armada Acquisition Corp. I / Magnetar Financial LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 – Exit Filing)* ARMADA ACQUISITION CORP I. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 04208V103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| January 25, 2024 |
Joint Filing Agreement, dated as of January 25, 2024, among the Reporting Persons. EX-99.1 2 tm243910d1ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of ARMADA ACQUISITION CORP I dated as of December 31, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accorda |
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| January 19, 2024 |
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): January 18, 2023 (December 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 in |
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| January 19, 2024 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of December 12, 2023 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Armada Acquisition Corp I, a Delaware corporation (“SPAC”), and Armada Sponsor LLC, a Delaware limited liability company (“Sponsor”). Investor, SPAC and Sponso |
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| January 16, 2024 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 29, 2023 |
PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 4, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40742 Armada |
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| December 4, 2023 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AMENDED As of September 30, 2023, Armada Acquisition Corp. I (“we”, “our”, “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: (a) shares of Common Stock, $0.0001 par value p |
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| October 17, 2023 |
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): October 17, 2023 (October 11, 2023) Armada Acquisition Corp. I (Exact name of Registrant as specified in its charter) Delaware 001-40742 85-3810850 (State or other jurisdiction of inc |
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| September 15, 2023 |
425 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 jurisdictio |
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| September 15, 2023 |
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 |
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| August 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40742 |
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| August 10, 2023 |
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): August 10, 2023 (August 4, 2023) Armada Acquisition Corp. I (Exact name of Registrant as specified in its charter) Delaware 001-40742 85-3810850 (State or other jurisdiction of incorp |
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| August 10, 2023 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION FIRST AMENDMENT TO AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT This First Amendment to the Amended and Restated Business Combination Agreement (this “Amendment”), dated as of August 4, 2023, is made and entered into by and among Armada Acquisition Corp. I, a Delaware corporation (“Armada”), Rezolve Merger Sub, Inc., a Delaware corporation, Rezolve AI Li |
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| August 10, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): August 10, 2023 (August 4, 2023) Armada Acquisition Corp. I (Exact name of Registrant as specified in its charter) Delaware 001-40742 85-3810850 (State or other jurisdiction of incorp |
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| August 3, 2023 |
Promissory Note, dated August 2, 2023, between Armada and the Sponsor. Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH |
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| August 3, 2023 |
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): August 3, 2023 (August 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 incorpo |
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| August 3, 2023 |
Amendment to Amended and Restated Certificate of Incorporation. Exhibit 3.1 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. |
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| July 17, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 5, 2023 |
PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 23, 2023 |
425 Filed by Armada Acquisition Corp. I Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Rezolve AI Limited Rezolve AI Limited Announces Filing of Registration Statement on Form F-4 to Become Publicly Traded in Connection with its Proposed Business Combination with Armada Acquisition Corp. I Tr |
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| June 20, 2023 |
Exhibit 2.1 DATED June 16, 2023 REZOLVE LIMITED and REZOLVE AI LIMITED and REZOLVE GROUP LIMITED (Cayman) and REZOLVE MERGER SUB, INC. and ARMADA ACQUISITION CORP. I DEED OF RELEASE, AMENDMENT AND RESTATEMENT relating to a business combination agreement dated 17 December 2021 5 New Street Square | London EC4A 3TW Tel +44 (0)20 7300 7000 Fax +44 (0)20 7300 7100 DX 41 London www.taylorwessing.com In |
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| June 20, 2023 |
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): June 20, 2023 (June 16, 2023) Armada Acquisition Corp. I (Exact name of Registrant as specified in its charter) Delaware 001-40742 85-3810850 (State or other jurisdiction of incorpora |
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| June 20, 2023 |
425 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): June 20, 2023 (June 16, 2023) Armada Acquisition Corp. I (Exact name of Registrant as specified in its charter) Delaware 001-40742 85-3810850 (State or other jurisdiction of incor |
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| June 20, 2023 |
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): June 20, 2023 (June 16, 2023) Armada Acquisition Corp. I (Exact name of Registrant as specified in its charter) Delaware 001-40742 85-3810850 (State or other jurisdiction of incorpora |
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| June 20, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): June 20, 2023 (June 16, 2023) Armada Acquisition Corp. I (Exact name of Registrant as specified in its charter) Delaware 001-40742 85-3810850 (State or other jurisdiction of incorpora |
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| May 15, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4074 |
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| March 1, 2023 |
EX-99.1 Exhibit 99.1 Rezolve Secures $250 Million Equity Funding from Yorkville Advisors in connection with Upcoming Public Listing • Capital Commitment Provides a Strong Funding Source to Support Rezolve’s Future Growth • Company Expects to be Publicly Trading on NASDAQ in Early H1 2023 Under Symbol “ZONE” (Please Note on December 17, 2021, Rezolve announced that it had entered into a definitive |
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| March 1, 2023 |
425 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): March 1, 2023 (February 23, 2023) Armada Acquisition Corp. I (Exact name of Registrant as specified in its charter) Delaware 001-40742 85-3810850 (State or other jurisdiction of i |
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| March 1, 2023 |
EX-2.3 Exhibit 2.3 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of February 23, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), ARMADA ACQUISITION CORP. I, a Delaware corporation (“Armada”), and REZOLVE LIMITED, a company incorporated in England and Wales with registered number 0977382 |
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| March 1, 2023 |
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): March 1, 2023 (February 23, 2023) Armada Acquisition Corp. I (Exact name of Registrant as specified in its charter) Delaware 001-40742 85-3810850 (State or other jurisdiction of incor |
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| March 1, 2023 |
DEFA14A 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): March 1, 2023 (February 23, 2023) Armada Acquisition Corp. I (Exact name of Registrant as specified in its charter) Delaware 001-40742 85-3810850 (State or other jurisdiction |
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| February 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4 |
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| February 14, 2023 |
Exhibit 10.8 Execution Version NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of February 1, 2023 by and among Armada Acquisition Corp. I (“AACI”), Armada Sponsor, LLC (the “Sponsor”) and the undersigned investor (“Investor”). RECITALS WHEREAS, the Sponsor currently holds shares of AACI |
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| February 3, 2023 |
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 organ |
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| February 3, 2023 |
Amendment to the Second Amended and Restated Certificate of Incorporation 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# 20 |
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| January 31, 2023 |
Exhibit 99.1 Armada Acquisition Corp. I Announces Additional Postponement of its 2023 Annual Meeting to February 2, 2023 PHILADELPHIA, PA, January 31, 2023 /PR NEWSWIRE/ – Armada Acquisition Corp. I (the “Company” or “AACI”) announced today that its 2023 annual meeting of stockholders will be postponed from its scheduled date of 3:00 pm Eastern Time on Tuesday, January 31, 2023 to 12:00 pm Eastern |
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| January 31, 2023 |
Financial Statements and Exhibits, Other Events 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): January 31, 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 organ |
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| January 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini |
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| January 30, 2023 |
Financial Statements and Exhibits, Other Events 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): January 30, 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 organ |
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| January 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini |
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| January 30, 2023 |
Exhibit 99.1 Armada Acquisition Corp. I Announces Additional Postponement of its 2023 Annual Meeting to January 31, 2023 PHILADELPHIA, PA, January 30, 2023 /PR NEWSWIRE/ – Armada Acquisition Corp. I (the “Company” or “AACI”) announced today that its 2023 annual meeting of stockholders will be postponed from its scheduled date of 1:00 pm Eastern Time on Monday, January 30, 2023 to 3:00 pm Eastern T |
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| January 27, 2023 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of ARMADA ACQUISITION CORP I dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule 13d-1(k) und |
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| January 27, 2023 |
US04208V1035 / Armada Acquisition Corp. I / Magnetar Financial LLC - SC 13G/A Passive Investment SC 13G/A 1 tm234504d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ARMADA ACQUISITION CORP I (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 04208V103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check th |
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| January 27, 2023 |
EX-99.2 3 tm234504d1ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal |
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| January 23, 2023 |
Form of Non-Redemption Agreement and Assignment of Economic Interest Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of January , 2023 by and among Armada Acquisition Corp. I (“AACI”), Armada Sponsor, LLC (the “Sponsor”) and the undersigned investor (“Investor”). RECITALS WHEREAS, the Sponsor currently holds shares of our Common Shares initia |
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| January 23, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): January 20, 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 organ |
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| January 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini |
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| January 19, 2023 |
Exhibit 99.1 Armada Acquisition Corp. I Announces Postponement of its 2023 Annual Meeting to January 30, 2023 and Change in Estimated Redemption Price PHILADELPHIA, PA, January 19, 2023 /PR NEWSWIRE/ – Armada Acquisition Corp. I (the “Company” or “AACI”) announced today that its 2023 annual meeting of stockholders will be postponed from its original date of 1:00 pm Eastern Time on Friday, January |
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| January 19, 2023 |
Financial Statements and Exhibits, Other Events 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): January 19, 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 organ |
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| January 19, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, Fo |
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| January 18, 2023 |
Filed by Armada Acquisition Corp. I Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 Commission File No.: 001-40742 Subject Company: Armada Acquisition Corp. I I. Press Release Rezolve and Grupo Carso enter into strategic partnership to transform Latin American market for Omni Channel Mobile Engagement Expansion into Latin America via Claro |
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| January 17, 2023 |
DEFA14A 1 d436030ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Prox |
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| January 5, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| December 29, 2022 |
ARMADA ACQUISITION CORP. I 1760 Market Street, Suite 602 Philadelphia, PA 19103 (215) 543-6886 CORRESP 1 filename1.htm ARMADA ACQUISITION CORP. I 1760 Market Street, Suite 602 Philadelphia, PA 19103 (215) 543-6886 December 29, 2022 Via EDGAR Division of Corporation Finance Office of Real Estate & Construction United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Melanie Singh and Jeffrey Gabor RE: Armada Acquisition Corp. I Preliminary Proxy Sta |
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| December 22, 2022 |
EX-4.1 Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AMENDED As of September 30, 2022, Armada Acquisition Corp. I (“we”, “our”, “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: (a) shares of Common Stock, $0.0001 par |
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| December 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number Armada Acquisition Corp. I (Exact N |
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| December 22, 2022 |
Exhibit 14 ARMADA ACQUISITION CORP. I CODE OF ETHICS 1. Introduction The Board of Directors of Armada Acquisition Corp. I (the “Company”) has adopted this code of ethics (the “Code”), which is applicable to all directors, officers, and employees of the Company, with the intent to: • promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest betwe |
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| December 22, 2022 |
PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 14, 2022 |
EX-2.2 Exhibit 2.2 EXECUTION VERSION FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT This First Amendment to Business Combination Agreement (this “Amendment”), dated as of November 9, 2022, is made and entered into by and among Armada Acquisition Corp. I, a Delaware corporation (“Armada”) and Rezolve Limited, a private limited liability company registered under the laws of England and Wales with |
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| November 14, 2022 |
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): November 14, 2022 (November 10, 2022) Armada Acquisition Corp. I (Exact name of Registrant as specified in its charter) Delaware 001-40742 85-3810850 (State or other jurisdiction of i |
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| November 14, 2022 |
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): November 14, 2022 (November 10, 2022) Armada Acquisition Corp. I (Exact name of Registrant as specified in its charter) Delaware 001-40742 85-3810850 (State or other jurisdiction of i |
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| November 14, 2022 |
Armada Acquisition Corp. I Extends Deadline To Consummate Business Combination with Rezolve EX-99.1 Exhibit 99.1 Armada Acquisition Corp. I Extends Deadline To Consummate Business Combination with Rezolve • Armada Acquisition Corp I (NASDAQ: AACI) announced that its Board has approved a 3-month extension to consummate the business combination with Rezolve Limited to February 17, 2023 • The sponsor has deposited an additional $1.5 million into Armada’s Trust Account, with funds transferre |
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| November 14, 2022 |
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): November 14, 2022 (November 10, 2022) Armada Acquisition Corp. I (Exact name of Registrant as specified in its charter) Delaware 001-40742 85-3810850 (State or other jurisdiction of i |
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| August 15, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40742 |
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| August 8, 2022 |
Rezolve Appoints Sauvik Banerjjee as Global CEO of Products, Technology, and Digital Services Filed by Armada Acquisition Corp. I Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 Commission File No.: 001-40742 Subject Company: Armada Acquisition Corp. I I. Press Release Rezolve Appoints Sauvik Banerjjee as Global CEO of Products, Technology, and Digital Services ? Banerjjee brings more than 22 years of experience in senior roles in |
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| July 13, 2022 |
Filed by Armada Acquisition Corp. I Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 Commission File No.: 001-40742 Subject Company: Armada Acquisition Corp. I I. Press Release Rezolve Launches SmartCodes Designed to Engage Consumers and Drive Instant Transactions SmartCodes lead to instant commerce and data capture • Extending the standard |
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| June 22, 2022 |
Filed by Armada Acquisition Corp. I Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 Commission File No.: 001-40742 Subject Company: Armada Acquisition Corp. I I. Press Release Rezolve Strategically Partners with ACI Worldwide to Transform Omni Channel Commerce and Mobile Engagement for Merchants • Strategic Partnership will drive mCommerce |
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| June 15, 2022 |
Rezolve acquires ANY Lifestyle Marketing in Germany intended to revolutionize Mobile Engagement Filed by Armada Acquisition Corp. I Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 Commission File No.: 001-40742 Subject Company: Armada Acquisition Corp. I Rezolve acquires ANY Lifestyle Marketing in Germany intended to revolutionize Mobile Engagement ? The ANY App would allow Rezolve to transform traditional radio advertising by allowi |
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| May 19, 2022 |
Filed by Armada Acquisition Corp. I Filed by Armada Acquisition Corp. I Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 Commission File No.: 001-40742 Subject Company: Armada Acquisition Corp. I I. Zoom Transcript Rohit Kulkarni: Okay let’s just get started. Okay I’m okay Hello everyone, my name is. On my list. Dan Wagner: partners. Rohit Kulkarni: And we are, we are having |
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| May 13, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4074 |
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| April 21, 2022 |
Filed by Armada Acquisition Corp. I Filed by Armada Acquisition Corp. I Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 Commission File No.: 001-40742 Subject Company: Armada Acquisition Corp. I I. Press Release Rezolve and Computop Announce Strategic Partnership on Mobile Engagement and Payments, Extending Rezolve?s Presence in German Markets and Beyond ? Payment processor |
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| April 19, 2022 |
Dan Wagner on Operational Efficiencies (Transcript) Exhibit 99.1 Dan Wagner on Operational Efficiencies (Transcript) It?s not often that a high-growth technology business is able to announce massively improved operational productivity, but that?s what we?re doing today at Rezolve. I?m very pleased to announce that in 2022, we will still meet our forecast revenues of $219 million but will do so by reducing our cash burn by a massive $138 million. We |
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| April 19, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 19, 2022 (April 6, 2022) Armada Acquisition Corp. I (Exact name of Registrant as specified in its charter) Delaware 001-40742 85-3810850 (State or other juri |
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| April 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 19, 2022 (April 6, 2022) Armada Acquisition Corp. I (Exact name of Registrant as specified in its charter) Delaware 001-40742 85-3810850 (State or other juri |
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| April 6, 2022 |
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): April 6, 2022 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 organiza |
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| April 6, 2022 |
Exhibit 99.1 Rezolve now expects $138 million improvement in 2022 cash burn outlook, maintains 2022 revenue assumption of $219 million More Cost-Effective Merchant Acquisition Drives Significantly Improved Capital Efficiency ? 2022 outlook update: substantial improvement to EBITDA loss estimate, while revenue target remains unchanged ? New operational plan assumes no funding needed beyond the secu |
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| April 6, 2022 |
EX-99.3 Stockholder Update April 2022 Exhibit 99.3 Sub-Header: Enter your optional sub-heading here Section Header (used to create Tab Pages and Table of Contents) 1 Enter your text here Line 2 Line 3 Line 4 Source: Footnotes. Disclaimer This Presentation (this “Presentation”) is being made in connection with a potential offering and transaction (collectively, the“Business Combination”) between Ar |
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| April 6, 2022 |
Exhibit 99.2 Transcript 00:00:00:01 - 00:09:45:03 Urmee Khan Rezolve is new mobile technology, which is fundamentally changing the way that consumers and retailers interact with each other. We do this through what we call triggers result triggers work. By waking up your phone to interact with engagements, you can now scan a physical advert or poster for instant purchase of goods or services Anothe |
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| April 6, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): April 6, 2022 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 organiza |
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| February 22, 2022 |
Filed by Armada Acquisition Corp. I 425 1 aaicu425.htm ARMADA ACQUISITION CORP. I FORM 425 Filed by Armada Acquisition Corp. I Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 Commission File No.: 001-40742 Subject Company: Armada Acquisition Corp. I I. Podcast Transcript Welcome investors to The Absolute Return Podcast. Your source for stock market analysis, global macro mus |
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| February 16, 2022 |
Rezolve Names Former Adobe Marketing Head Sunder Madakshira CEO of India Operations Filed by Armada Acquisition Corp. I Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 Commission File No.: 001-40742 Subject Company: Armada Acquisition Corp. I I. Press Release Rezolve Names Former Adobe Marketing Head Sunder Madakshira CEO of India Operations ? Rezolve?s new India CEO Sunder Madakshira brings more than 26 years of experien |
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| February 15, 2022 |
AACI / Armada Acquisition Corp I / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment SC 13G 1 fp0073253sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* ARMADA ACQUISITION CORP. I (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 04208V103 |
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| February 14, 2022 |
AACI / Armada Acquisition Corp I / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Armada Acquisition Corp. I (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04208V103 (CUSIP Number) Decembe |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40742 Armada Acqu |
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| February 11, 2022 |
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 11, 2022 Armada Acquisition Corp. I (Exact name of Registrant as Specified in Its Charter) Delaware 001-40742 85-3810850 (State or Other Jurisdiction of Incorporation) (Commi |
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| February 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40742 Armada Acquis |
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| February 8, 2022 |
Rezolve/Armada Acquisition Corp. I (NASDAQ: AACI) Interview Filed by Armada Acquisition Corp. I Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 Commission File No.: 001-40742 Subject Company: Armada Acquisition Corp. I Rezolve/Armada Acquisition Corp. I (NASDAQ: AACI) Interview Dombroski: Welcome to the SPAC alpha web series. My name is Daniel Dombroski. And today I?m speaking with Dan Wagner and S |
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| February 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Armada Acquisition Corp. I (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 04208V103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| January 31, 2022 |
Rezolve Expands Board With Two Additional Members Bringing Experience In Payments, E-Commerce Filed by Armada Acquisition Corp. I Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 Commission File No.: 001-40742 Subject Company: Armada Acquisition Corp. I I. Press Release Rezolve Expands Board With Two Additional Members Bringing Experience In Payments, E-Commerce SEE RESOLVE VIDEO HERE London, UK January 31, 2022 Rezolve, a leader in |
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| January 28, 2022 |
AACI / Armada Acquisition Corp I / Magnetar Financial LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ARMADA ACQUISITION CORP I (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 04208V103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| December 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number Armada Acquisition Corp. I (Exact N |
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| December 17, 2021 |
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): December 17, 2021 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 orga |
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| December 17, 2021 |
Investor Presentation November 2021 EX-99.3 8 ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Investor Presentation November 2021 Dis c l a im er 1 This Presentation (this “Presentation”) is being made in connection with the proposed business combination and related transactions (collectively, the “Business Combination”) between Armada Acquisition Corp. I (“Armada”) and Rezolve Ltd. (“ Rezolve ”). Any photocopying, disclosure, reproduction or |
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| December 17, 2021 |
Exhibit 99.2 TRANSCRIPT RESOLVE INVESTOR PRESENTATION VIDEO 12.16.21.1 Urmee Khan: Rezolve is new mobile technology which is fundamentally changing the way that consumers and retailers are interacting with each other. We do this through what we call triggers. Rezolve triggers work by waking up your phone to interact with engagements. You can now scan a physical advert or poster for instant purchas |
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| December 17, 2021 |
EX-2.1 2 ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG ARMADA ACQUISITION CORP. I, REZOLVE GROUP LIMITED REZOLVE MERGER SUB AND REZOLVE LIMITED DATED AS OF December 17, 2021 TABLE OF CONTENTS PAGE ARTICLE I CERTAIN DEFINITIONS 3 Section 1.1 Definitions. 3 ARTICLE II TRANSACTIONS 21 Section 2.1 Transactions. 21 Section 2.2 Closing of the Transactions Contemplated by |
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| December 17, 2021 |
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): December 17, 2021 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 orga |
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| December 17, 2021 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG ARMADA ACQUISITION CORP. I, REZOLVE GROUP LIMITED REZOLVE MERGER SUB AND REZOLVE LIMITED DATED AS OF December 17, 2021 TABLE OF CONTENTS PAGE ARTICLE I CERTAIN DEFINITIONS 3 Section 1.1 Definitions. 3 ARTICLE II TRANSACTIONS 21 Section 2.1 Transactions. 21 Section 2.2 Closing of the Transactions Contemplated by this Agreement. 24 Section 2.3 |
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| December 17, 2021 |
EX-10.3 5 ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Investor RIGHTS AGREEMENT This Investor Rights Agreement (this “Agreement”) dated as of December 17, 2021 is made and entered into by and among Rezolve Group Limited, a Cayman Islands exempted company (the “Company”), and the parties listed on Schedule A (each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not defined herein |
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| December 17, 2021 |
Exhibit 10.3 Investor RIGHTS AGREEMENT This Investor Rights Agreement (this “Agreement”) dated as of December 17, 2021 is made and entered into by and among Rezolve Group Limited, a Cayman Islands exempted company (the “Company”), and the parties listed on Schedule A (each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not defined herein have the meanings assigned to them |
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| December 17, 2021 |
Press release, dated December 17, 2021 EX-99.1 6 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Armada Acquisition Corp. I to acquire Rezolve Mobile Engagement Platform in $2bn deal · Rezolve has entered into a definitive business combination agreement with Cohen & Company backed Armada Acquisition Corp. I (NASDAQ: AACI) · Deal positions Rezolve as a leader of Mobile Commerce transformation globally · Powerful partner driven business model posit |
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| December 17, 2021 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG ARMADA ACQUISITION CORP. I, REZOLVE GROUP LIMITED REZOLVE MERGER SUB AND REZOLVE LIMITED DATED AS OF December 17, 2021 TABLE OF CONTENTS PAGE ARTICLE I CERTAIN DEFINITIONS 3 Section 1.1 Definitions. 3 ARTICLE II TRANSACTIONS 21 Section 2.1 Transactions. 21 Section 2.2 Closing of the Transactions Contemplated by this Agreement. 24 Section 2.3 |
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| December 17, 2021 |
Exhibit 10.3 Investor RIGHTS AGREEMENT This Investor Rights Agreement (this ?Agreement?) dated as of December 17, 2021 is made and entered into by and among Rezolve Group Limited, a Cayman Islands exempted company (the ?Company?), and the parties listed on Schedule A (each, a ?Holder? and collectively, the ?Holders?). Capitalized terms used but not defined herein have the meanings assigned to them |
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| December 17, 2021 |
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). |
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| December 17, 2021 |
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). |
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| December 17, 2021 |
425 1 armada8k.htm ARMADA ACQUISITION CORP. I. FORM 8-K 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): December 17, 2021 Armada Acquisition Corp. I (Exact name of Registrant as specified in its charter) Delaware 001-40742 85-38108 |
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| December 17, 2021 |
Investor Presentation, dated December 17, 2021 Exhibit 99.3 Investor Presentation November 2021 Dis c l a im er 1 This Presentation (this “Presentation”) is being made in connection with the proposed business combination and related transactions (collectively, the “Business Combination”) between Armada Acquisition Corp. I (“Armada”) and Rezolve Ltd. (“ Rezolve ”). Any photocopying, disclosure, reproduction or alteration of the contents of this |
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| December 17, 2021 |
Form of Subscription Agreement Exhibit 10.2 Execution Version SUBSCRIPTION AGREEMENT December 17, 2021 Rezolve Group Limited c/o Armada Acquisition Corp. I 2005 Market Street, Suite 3120 Philadelphia, PA 19103 and Armada Acquisition Corp. I 2005 Market Street, Suite 3120 Philadelphia, PA 19103 Ladies and Gentlemen: This Subscription Agreement (this ?Subscription Agreement?) is being entered into as of the date set forth above b |
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| December 17, 2021 |
Form of Subscription Agreement Exhibit 10.2 Execution Version SUBSCRIPTION AGREEMENT December 17, 2021 Rezolve Group Limited c/o Armada Acquisition Corp. I 2005 Market Street, Suite 3120 Philadelphia, PA 19103 and Armada Acquisition Corp. I 2005 Market Street, Suite 3120 Philadelphia, PA 19103 Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth above b |
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| December 17, 2021 |
Form of Subscription Agreement EX-10.2 4 ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Execution Version SUBSCRIPTION AGREEMENT December 17, 2021 Rezolve Group Limited c/o Armada Acquisition Corp. I 2005 Market Street, Suite 3120 Philadelphia, PA 19103 and Armada Acquisition Corp. I 2005 Market Street, Suite 3120 Philadelphia, PA 19103 Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered int |
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| December 17, 2021 |
Armada Acquisition Corp. I to acquire Rezolve Mobile Engagement Platform in $2bn deal EX-99.1 6 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Armada Acquisition Corp. I to acquire Rezolve Mobile Engagement Platform in $2bn deal · Rezolve has entered into a definitive business combination agreement with Cohen & Company backed Armada Acquisition Corp. I (NASDAQ: AACI) · Deal positions Rezolve as a leader of Mobile Commerce transformation globally · Powerful partner driven business model posit |
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| December 17, 2021 |
Transcript of Investor Presentation EX-99.2 7 ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 TRANSCRIPT RESOLVE INVESTOR PRESENTATION VIDEO 12.16.21.1 Urmee Khan: Rezolve is new mobile technology which is fundamentally changing the way that consumers and retailers are interacting with each other. We do this through what we call triggers. Rezolve triggers work by waking up your phone to interact with engagements. You can now scan a physical ad |
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| December 17, 2021 |
Armada Acquisition Corp. I to acquire Rezolve Mobile Engagement Platform in $2bn deal EX-99.1 6 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Armada Acquisition Corp. I to acquire Rezolve Mobile Engagement Platform in $2bn deal · Rezolve has entered into a definitive business combination agreement with Cohen & Company backed Armada Acquisition Corp. I (NASDAQ: AACI) · Deal positions Rezolve as a leader of Mobile Commerce transformation globally · Powerful partner driven business model posit |
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| December 17, 2021 |
Exhibit 99.2 TRANSCRIPT RESOLVE INVESTOR PRESENTATION VIDEO 12.16.21.1 Urmee Khan: Rezolve is new mobile technology which is fundamentally changing the way that consumers and retailers are interacting with each other. We do this through what we call triggers. Rezolve triggers work by waking up your phone to interact with engagements. You can now scan a physical advert or poster for instant purchas |
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| December 17, 2021 |
Investor Presentation November 2021 Exhibit 99.3 Investor Presentation November 2021 Dis c l a im er 1 This Presentation (this ?Presentation?) is being made in connection with the proposed business combination and related transactions (collectively, the ?Business Combination?) between Armada Acquisition Corp. I (?Armada?) and Rezolve Ltd. (? Rezolve ?). Any photocopying, disclosure, reproduction or alteration of the contents of this |
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| December 17, 2021 |
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). |
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| December 14, 2021 |
AACI / Armada Acquisition Corp I / Atalaya Capital Management LP Passive Investment SC 13G/A 1 ff66181713ga-armada.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Armada Acquisition Corp. I (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 04208V202** (CUSIP Number) October 1, 2021*** (Date of Event which Requires Filing of this Statement) |
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| November 16, 2021 |
Financial Statements and Exhibits, Other Events 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): November 16, 2021 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 orga |
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| November 16, 2021 |
Exhibit 99.1 Armada Acquisition Corp. I Announces Separate Trading of its Common Stock and Warrants, Commencing November 16, 2021 Philadelphia, PA, November 16, 2021 /GLOBE NEWSWIRE/ ? Armada Acquisition Corp. I (NASDAQ GM: AACIU) (the ?Company?) announced today that, commencing November 16, 2021, holders of the 15,000,000 units sold in the Company?s initial public offering may elect to separately |
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| October 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Armada Acquisition Corp. I (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 04208V 103 (CUSIP Number) Armada Sponsor LLC 2005 Market Street Suite 3120 Philadelphia, PA 19103 (212) 543-6886 (Name, Address and Telep |
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| October 6, 2021 |
EX-1 2 ex1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the informat |
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| September 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40742 Armada Acquisitio |
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| September 10, 2021 |
AACIU / Armada Acquisition Corp. I Unit / K2 PRINCIPAL FUND, L.P. Passive Investment SC 13G/A 1 AACIU13GA20210910.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Amendment No. 2 (Rule 13d-102) Under the Securities Exchange Act of 1934 Armada Acquisition Corp. I (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04208V202** (CUSIP Number) September 09, 2021 (Date of Event which Requires Filing of this Statement |
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| August 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Armada Acquisition Corp. I (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 04208V 103 (CUSIP Number) Armada Sponsor LLC 2005 Market Street Suite 3120 Philadelphia, PA 19103 (212) 543-6886 (Name, Address and Teleph |
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| August 27, 2021 |
AACIU / Armada Acquisition Corp. I Unit / K2 PRINCIPAL FUND, L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Amendment No. 1 (Rule 13d-102) Under the Securities Exchange Act of 1934 Armada Acquisition Corp. I (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04208V202** (CUSIP Number) August 23, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig |
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| August 27, 2021 |
EX-1 2 ex1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the informat |
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| August 24, 2021 |
ARMADA ACQUISITION CORP. I INDEX TO FINANCIAL STATEMENT EX-99.1 2 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 ARMADA ACQUISITION CORP. I INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of August 17, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Armada Acquisition Corp. I Opinion on the Financial State |
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| August 24, 2021 |
Financial Statements and Exhibits, Other Events 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): August 23, 2021 (August 17, 2021) Armada Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40742 85-3810850 (State or other jurisdiction of incor |
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| August 18, 2021 |
Armada Acquisition Corp. I Corporation Announces Closing of $150 Million Initial Public Offering Exhibit 99.2 Armada Acquisition Corp. I Corporation Announces Closing of $150 Million Initial Public Offering Philadelphia, PA, August 17, 2021 /GLOBE NEWSWIRE/ - Armada Acquisition Corp. I (NASDAQ GM: AACIU) (the ?Company?) announced today the closing of its initial public offering of 15,000,000 units at a price of $10.00 per unit, resulting in gross proceeds of $150 million. The Company?s units |
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| August 18, 2021 |
EX-10.6 10 ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of August 12, 2021 (“Agreement”), by and among ARMADA ACQUISITION CORP. I, a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Escrow Agent”). WH |
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| August 18, 2021 |
EX-4.1 4 ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT This agreement is made as of August 12, 2021 between Armada Acquisition Corp. I, a Delaware corporation, with offices at 2005 Market Street, Suite 3120, Philadelphia, PA 19103 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004 (“W |
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| August 18, 2021 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARMADA ACQUISITION CORP. I Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Armada Acquisition Corp. I, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is “Armada Acquisition C |
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| August 18, 2021 |
EX-10.2 6 ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of August 12, 2021 by and between Armada Acquisition Corp. I (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-257692 (“Registration Statement”) for its initial public offering of securities (“IPO |
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| August 18, 2021 |
EX-1.1 2 ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 15,000,000 Units ARMADA ACQUISITION CORP. I UNDERWRITING AGREEMENT New York, New York August 12, 2021 Northland Securities, Inc. 150 South 5th Street, Suite 3300 Minneapolis, MN 55402 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Armada Acquisition Corp. I, a Delaware corporation (the “Company”), hereby confirms it |
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| August 18, 2021 |
Exhibit 10.5 PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of August 12, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Armada Acquisition Corp. I, a Delaware corporation (the “Company”), and Armada Sponsor LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS: The Company inten |
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| August 18, 2021 |
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): August 18, 2021 (August 12, 2021) Armada Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40742 85-3810850 (State or other jurisdiction of incor |
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| August 18, 2021 |
EX-10.1 5 ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 August 12, 2021 Armada Acquisition Corp. I 2005 Market Street, Suite 3120 Philadelphia, PA 19103 Northland Securities, Inc. 750 3rd Avenue New York, NY 10017 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Armada Acquis |
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| August 18, 2021 |
EX-10.7 11 ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 Northland Securities, Inc. 150 South 5th Street, Suite 3300 Minneapolis, MN 55402 August 12, 2021 Armada Acquisition Corp. I 2005 Market Street, Suite 3120 Philadelphia, PA 19103 Attn: Stephen P. Herbert, CEO Ladies and Gentlemen: This is to confirm our agreement (this “Agreement”) whereby Armada Acquisition Corp. I, a Delaware corporation (“Company” |
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| August 18, 2021 |
Armada Acquisition Corp. I Announces Pricing of $150,000,000 Initial Public Offering Exhibit 99.1 Armada Acquisition Corp. I Announces Pricing of $150,000,000 Initial Public Offering PHILADELPHIA, PA, August 12, 2021 /GLOBE NEWSWIRE/ ? Armada Acquisition Corp. I (the ?Company? or ?AACI?) announced today that it priced its initial public offering of 15,000,000 units at $10.00 per unit. The units are expected to be listed on the Nasdaq Global Market (?Nasdaq?) and trade under the ti |
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| August 18, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 12th day of August, 2021, by and among Armada Acquisition Corp. I, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors and the Co |
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| August 18, 2021 |
EX-10.4 8 ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 Armada Acquisition Corp. I 2005 Market Street, Suite 3120 Philadelphia, PA 19103 August 12, 2021 Armada Sponsor LLC 2005 Market Street, Suite 3120 Philadelphia, PA 19103 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) |
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| August 16, 2021 |
AACIU / Armada Acquisition Corp. I Unit / K2 PRINCIPAL FUND, L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 Armada Acquisition Corp. I (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04208V202** (CUSIP Number) August 13, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| August 16, 2021 |
Armada Acquisition Corp. I 15,000,000 Units 424B4 1 armada424b4.htm ARMADA ACQUISITION CORP. FORM 424B4 Table of Contents PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-257692 $150,000,000 Armada Acquisition Corp. I 15,000,000 Units Armada Acquisition Corp. I is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or othe |
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| August 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* Armada Acquisition Corp. I (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04208V202** (CUSIP Number) August |
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| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Armada Acquisition Corp. I (Exact Name of Registrant as Specified in Its Charter) Delaware 85-3810850 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 2005 Market Str |
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| August 11, 2021 |
As filed with the U.S. Securities and Exchange Commission on August 10, 2021 Table of Contents As filed with the U.S. Securities and Exchange Commission on August 10, 2021 Registration No. 333-257692 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARMADA ACQUISITION CORP. I (Exact name of registrant as specified in its charter) Delaware 6770 85-3810850 (State or othe |
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| August 11, 2021 |
Armada Acquisition Corp. I 2005 Market Street, Suite 3120 Philadelphia, PA 19103 Armada Acquisition Corp. I 2005 Market Street, Suite 3120 Philadelphia, PA 19103 August 11, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C., 20549 Attention: Liz Packebusch Re: Armada Acquisition Corp. I Registration Statement on Form S-1 Filed July 2, 2021, as amended File No. 333-257692 Dear Ms. Packebusch: Pursua |
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| August 11, 2021 |
August 11, 2021 VIA EDGAR U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549-4561 Re: Armada Acquisition Corp. I Registration Statement on Form S-1 File No. 333-257692 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the ?Act?), the undersigned hereby joins in the request of Armada Acquisition C |
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| August 10, 2021 |
Armada Acquisition Corp. I 2005 Market Street Suite 3120 Philadelphia, PA 19103 Armada Acquisition Corp. I 2005 Market Street Suite 3120 Philadelphia, PA 19103 VIA EDGAR August 10, 2021 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attn: Laura Nicholson, Special Counsel Re: Armada Acquisition Corp. I Amendment No. 1 to Registration Statement on Form S-1 Filed August 3, 2021 File |
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| August 3, 2021 |
Form of Second Amended and Restated Certificate of Incorporation. * Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARMADA ACQUISITION CORP. I Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Armada Acquisition Corp. I, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is “Armada Acquisition C |
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| August 3, 2021 |
Power of Attorney (included on signature page of this Registration Statement).* Table of Contents As filed with the U.S. Securities and Exchange Commission on August 3, 2021 Registration No. 333-257692 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARMADA ACQUISITION CORP. I (Exact name of registrant as specified in its charter) Delaware 6770 85-3810850 (State or other |
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| August 3, 2021 |
Amended and Restated Promissory Note.* Exhibit 10.3 THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND |
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| August 3, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of [ ], 2021 by and between Armada Acquisition Corp. I (the ?Company?) and Continental Stock Transfer & Trust Company (?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-257692 (?Registration Statement?) for its initial public offering of securities (?IPO?) has been declared effective as of the |
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| August 3, 2021 |
Form of Letter Agreement from each of the Registrant’s officers, directors and sponsor.* Exhibit 10.1 [ ], 2021 Armada Acquisition Corp. I 2005 Market Street, Suite 3120 Philadelphia, PA 19103 Northland Securities, Inc. 750 3rd Avenue New York, NY 10017 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Armada Acquisition Corp. I, a Delaware corporation (t |
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| August 3, 2021 |
Exhibit 10.12 ARMADA ACQUISITION CORP. I 2005 Market Street, Suite 3120 Philadelphia, PA 19103 July 23, 2021 Armada Sponsor LLC 2005 Market Street, Suite 3120 Philadelphia, PA 19103 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on July 23, 2021 by and between Armada Sponsor LLC, a Delaware limited liability company (the “Subscriber” or |
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| August 3, 2021 |
Form of Subscription Agreement for Private Shares by Armada Sponsor LLC.* EX-10.5 8 ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of [], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Armada Acquisition Corp. I, a Delaware corporation (the “Company”), and Armada Sponsor LLC, a Delaware limited liability company (the “Purchaser”). |
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| August 3, 2021 |
Form of Underwriting Agreement.* Exhibit 1.1 15,000,000 Units ARMADA ACQUISITION CORP. I UNDERWRITING AGREEMENT New York, New York , 2021 Northland Securities, Inc. 150 South 5th Street, Suite 3300 Minneapolis, MN 55402 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Armada Acquisition Corp. I, a Delaware corporation (the “Company”), hereby confirms its agreement with Northland Securities, I |
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| August 3, 2021 |
Armada Acquisition Corp. I 2005 Market Street Suite 3120 Philadelphia, PA 19103 Armada Acquisition Corp. I 2005 Market Street Suite 3120 Philadelphia, PA 19103 VIA EDGAR August 3, 2021 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Joseph Klinko Re: Armada Acquisition Corp. I Registration Statement on Form S-1 Filed July 2, 2021 File No. 333-257692 Dear Mr. Klinko: Armada |
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| August 3, 2021 |
Form of Stock Escrow Agreement.* Exhibit 10.6 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of [ ], 2021 (?Agreement?), by and among ARMADA ACQUISITION CORP. I, a Delaware corporation (?Company?), the stockholders of the Company listed on Exhibit A hereto (the ?Founders?) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (?Escrow Agent?). WHEREAS, the Company was formed for the pur |
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| August 3, 2021 |
Form of Registration Rights Agreement.* Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 2021, by and among Armada Acquisition Corp. I, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors and the Compan |
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| July 2, 2021 |
Exhibit 10.11 ARMADA ACQUISITION CORP. I 2005 Market Street, Suite 3120 Philadelphia, PA 19103 June 16, 2021 Armada Sponsor LLC 2005 Market Street, Suite 3120 Philadelphia, PA 19103 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on June 16, 2021 by and between Armada Sponsor LLC, a Delaware limited liability company (the “Subscriber” or |
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| July 2, 2021 |
Form of Administrative Services Agreement.* Exhibit 10.7 Armada Acquisition Corp. I 2005 Market Street, Suite 3120 Philadelphia, PA 19103 , 2021 Armada Sponsor LLC 2005 Market Street, Suite 3120 Philadelphia, PA 19103 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial public offering of the sec |
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| July 2, 2021 |
Form of Indemnification Agreement.* Exhibit 10.8 FORM OF INDEMNITY AGREEMENT This Agreement, made and entered into effective as of [ ], 2021 (“Agreement”), by and between Armada Acquisition Corp. I, a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability |
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| July 2, 2021 |
Founder Securities Subscription Agreement between the Registrant and Armada Sponsor LLC.* Exhibit 10.9 ARMADA ACQUISITION CORP. I 2005 Market Street, Suite 3120 Philadelphia, PA 19103 February 8, 2021 Armada Sponsor LLC 2005 Market Street, Suite 3120 Philadelphia, PA 19103 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on February 8, 2021 by and between Armada Sponsor LLC, a Delaware limited liability company (the “Subscribe |
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| July 2, 2021 |
Exhibit 14 ARMADA ACQUISITION CORP. I CODE OF ETHICS 1. Introduction The Board of Directors of Armada Acquisition Corp. I (the “Company”) has adopted this code of ethics (the “Code”), which is applicable to all directors, officers, and employees of the Company, with the intent to: ● promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest betwe |
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| July 2, 2021 |
Form of Second Amended and Restated Certificate of Incorporation. * Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARMADA ACQUISITION CORP. I Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Armada Acquisition Corp. I, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is “Armada Acquisition C |
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| July 2, 2021 |
Form of Underwriting Agreement.* Exhibit 1.1 15,000,000 Units ARMADA ACQUISITION CORP. I UNDERWRITING AGREEMENT New York, New York , 2021 Northland Securities, Inc. 150 South 5th Street, Suite 3300 Minneapolis, MN 55402 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Armada Acquisition Corp. I, a Delaware corporation (the ?Company?), hereby confirms its agreement with Northland Securities, I |
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| July 2, 2021 |
Specimen Warrant Certificate.* Exhibit 4.3 NUMBER - (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS ARMADA ACQUISITION CORP. I CUSIP 04208V 111 WARRANT THIS CERTIFIES THAT, for value received , is the registered holder of a warrant or warrants (the “Warrant(s)”) of Armada Acquisition Corp. I, a Delaware corporation (the “Company”), expiring at 5:00 p |
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| July 2, 2021 |
Compensation Committee Charter.* Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF ARMADA ACQUISITION CORP. I I. PURPOSES The Compensation Committee (the "Committee") is appointed by the Board of Directors (the "Board") of Armada Acquisition Corp. I (the "Company") for the purposes of, among other things, (a) discharging the Board's responsibilities relating to the compensation of the Company's chief |
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| July 2, 2021 |
Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Armada Acquisition Corp. I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Armada Acqu |
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| July 2, 2021 |
Form of Letter Agreement from each of the Registrant’s officers, directors and sponsor.* EX-10.1 12 ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 [ ], 2021 Armada Acquisition Corp. I 2005 Market Street, Suite 3120 Philadelphia, PA 19103 Northland Securities, Inc. 750 3rd Avenue New York, NY 10017 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Armada Acquisition |
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| July 2, 2021 |
Form of Stock Escrow Agreement.* Exhibit 10.6 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of [ ], 2021 (?Agreement?), by and among ARMADA ACQUISITION CORP. I, a Delaware corporation (?Company?), the stockholders of the Company listed on Exhibit A hereto (the ?Founders?) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (?Escrow Agent?). WHEREAS, the Company was formed for the pur |
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| July 2, 2021 |
Exhibit 99.1 AUDIT COMMITTEE CHARTER OF ARMADA ACQUISITION CORP. I Purpose The purposes of the Audit Committee (the "Audit Committee") of the Board of Directors ("Board") of Armada Acquisition Corp. I ("Company") are to assist the Board in monitoring: (1) the integrity of the annual, quarterly, and other financial statements of the Company, (2) the independent auditor's qualifications and independ |
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| July 2, 2021 |
As filed with the U.S. Securities and Exchange Commission on July 2, 2021 S-1 1 armadas1.htm ARMADA ACQUISITION CORP I FORM S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on July 2, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARMADA ACQUISITION CORP. I (Exact name of registrant as specified in its charter) Delaware 6770 |
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| July 2, 2021 |
Armada Acquisition Corp. I 2005 Market Street, Suite 3120 Philadelphia, PA 19103 Armada Acquisition Corp. I 2005 Market Street, Suite 3120 Philadelphia, PA 19103 VIA EDGAR July 2, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Kevin Dougherty Re: Armada Acquisition Corp. I Draft Registration Statement on Form S-1 Submitted March 2, 2021 CIK No. 0001844817 Dear Mr. Dougher |
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| July 2, 2021 |
Specimen Common Stock Certificate.* Exhibit 4.2 NUMBER C- SHARES CUSIP 04208V 103 SEE REVERSE FOR CERTAIN DEFINITIONS ARMADA ACQUISITION CORP. I INCORPORATED UNDER THE LAWS OF dELAWARE COMMON STOCK THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF ARMADA ACQUISITION CORP. I (the “Company”), transferable on the books of the Company in person or by duly authori |
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| July 2, 2021 |
Form of Business Combination Marketing Agreement.* Exhibit 1.2 Northland Securities, Inc. 150 South 5th Street, Suite 3300 Minneapolis, MN 55402 , 2021 Armada Acquisition Corp. I 2005 Market Street, Suite 3120 Philadelphia, PA 19103 Attn: Stephen P. Herbert, CEO Ladies and Gentlemen: This is to confirm our agreement (this ?Agreement?) whereby Armada Acquisition Corp. I, a Delaware corporation (?Company?), has requested Northland Securities, Inc. ( |
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| July 2, 2021 |
Exhibit 10.3 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| July 2, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of [ ], 2021 by and between Armada Acquisition Corp. I (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-[ ] (“Registration Statement”) for its initial public offering of securities (“IPO”) has been declared effective as of the da |
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| July 2, 2021 |
Exhibit 10.10 3 Columbus Circle, 24th Floor New York, New York 10019 CONFIDENTIAL May 29, 2021 Stephen P. Herbert CEO Armada Acquisition Corp. I 2005 Market Street Suite 3120 Philadelphia, PA 19103 Re: Engagement of Services Dear Mr. Herbert: This will confirm the basis upon which Armada Acquisition Corp. I (“Client”) has engaged Cohen & Company Capital Markets, a division of J.V.B.. Financial Gro |
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| July 2, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* Exhibit 4.4 WARRANT AGREEMENT This agreement is made as of [ ], 2021 between Armada Acquisition Corp. I, a Delaware corporation, with offices at 2005 Market Street, Suite 3120, Philadelphia, PA 19103 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”). WHEREAS, the Company |
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| July 2, 2021 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Armada Acquisition Corp. I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Armada Acqu |
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| July 2, 2021 |
Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Armada Acquisition Corp. I of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Armada Acqu |
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| July 2, 2021 |
Form of Registration Rights Agreement.* Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 2021, by and among Armada Acquisition Corp. I, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors and the Compan |
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| July 2, 2021 |
Form of Subscription Agreement for Private Shares by Armada Sponsor LLC.* Exhibit 10.5 PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of [], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Armada Acquisition Corp. I, a Delaware corporation (the “Company”), and Armada Sponsor LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS: The Company intends to c |
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| July 2, 2021 |
Amended and Restated Certificate of Incorporation.* Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARMADA ACQUISITION CORP. I - - - - - - - - - - - - - - - - - - - - - - - - - - Pursuant to Sections 241 and 245 of the Delaware General Corporation Law - - - - - - - - - - - - - - - - - - - - - - - - - - I, the undersigned, under and pursuant to the provisions of the General Corporation Law of the State of Delaware (the “GCL”), do he |
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| July 2, 2021 |
EX-3.3 6 ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 BY LAWS OF ARMADA ACQUISITION CORP. I (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corpora |
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| July 2, 2021 |
Exhibit 4.1 NUMBER U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 04208V 202 ARMADA ACQUISITION CORP. I UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share ( |
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| March 2, 2021 |
BY LAWS ARMADA ACQUISITION CORP. I (THE “CORPORATION”) ARTICLE I EX-3.3 3 filename3.htm Exhibit 3.3 BY LAWS OF ARMADA ACQUISITION CORP. I (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s r |
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| March 2, 2021 |
EX-10.3 4 filename4.htm Exhibit 10.3 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND S |
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| March 2, 2021 |
ARMADA ACQUISITION CORP. I 2005 Market Street, Suite 3120 Philadelphia, PA 19103 EX-10.9 5 filename5.htm Exhibit 10.9 ARMADA ACQUISITION CORP. I 2005 Market Street, Suite 3120 Philadelphia, PA 19103 February 8, 2021 Armada Sponsor LLC 2005 Market Street, Suite 3120 Philadelphia, PA 19103 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on February 8, 2021 by and between Armada Sponsor LLC, a Delaware limited liability |
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| March 2, 2021 |
Table of Contents This is a confidential draft submission to the U.S. Securities and Exchange Commission on March 2, 2021 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARMADA ACQUISITION CORP. I (Exact name of registra |
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| March 2, 2021 |
EX-3.1 2 filename2.htm Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARMADA ACQUISITION CORP. I - - - - - - - - - - - - - - - - - - - - - - - - - - Pursuant to Sections 241 and 245 of the Delaware General Corporation Law - - - - - - - - - - - - - - - - - - - - - - - - - - I, the undersigned, under and pursuant to the provisions of the General Corporation Law of the State of Dela |
