Explanatory Note
The Reporting Persons previously filed an original Schedule 13G in respect of the Issuer’s common stock, par value $0.0001 per share on August 20, 2021 (the “Original Schedule 13G”). On October 1, 2021, Corbin Capital Partners GP, LLC replaced Corbin Capital Partners Group, LLC as the general partner of Corbin ERISA Opportunity Fund, Ltd. This Amendment No. 1 to the Original Schedule 13G is being filed to reflect the fact that, as of October 1, 2021, Corbin Capital Partners Group, LLC ceased to be a reporting person, with Corbin Capital Partners GP, LLC becoming a reporting person as of that date.
Item 1.(a) Name of Issuer
Armada Acquisition Corp. I
Item 1.(b) Address of Issuer’s Principal Executive Offices
2005 Market Street, Suite 3120, Philadelphia, PA 19103
Item 2.(a) Name of Person Filing
This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):
| (i) | Atalaya Special Purpose Investment Fund II LP (“ASPIF II”); |
| (ii) | ACM ASOF VII (Cayman) Holdco LP (“ASOF”) |
| (iii) | ACM Alameda Special Purpose Investment Fund II LP (“Alameda”); |
| (iv) | ACM Alamosa (Cayman) Holdco LP (“Alamosa”); |
| (v) | Atalaya Capital Management LP (“ACM”); |
| (vi) | Corbin ERISA Opportunity Fund, Ltd. (“CEOF”); |
| (vii) | Corbin Capital Partners GP, LLC (“Corbin GP”); |
| (viii) | Corbin Capital Partners Group, LLC (“CCPG”); and |
| (ix) | Corbin Capital Partners, L.P. (“CCP”). |
Item 2.(b) Address of Principal Business Office or, if None, Residence
The address of the principal business office of each of ASPIF II, ASOF, Alameda, Alamosa and ACM is One Rockefeller Plaza, 32nd Floor, New York, NY 10020. The address of the principal business office of each of CEOF, Corbin GP, CCPG and CCP is 590 Madison Avenue, 31st Floor, New York, NY 10022.
Item 2.(c) Citizenship
Each of ASPIF II, ACM and CCP is a Delaware limited partnership. Each of ASOF, Alameda and Alamosa is a Cayman Islands exempted limited partnership. CEOF is a Cayman Islands exempted company. Each of Corbin GP and CCPG is a Delaware limited liability company.
Item 2.(d) Title of Class of Securities
Common Stock, par value $0.0001 per share (the “Shares”).
Item 2.(e) CUSIP Number
04208V202
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
This Item 3 is not applicable.
Item 4(a). Amount Beneficially Owned:
As of the date hereof, ACM may be deemed the beneficial owner of 1,206,859 Shares underlying Units, which amount includes (i) the 198,248 Shares underlying Units beneficially owned by ASPIF II, (ii) the 278,140 Shares underlying Units beneficially owned by ASOF, (iii) the 174,488 Shares underlying Units beneficially owned by Alameda and (iv) the 555,983 Shares underlying Units beneficially owned by Alamosa. Each of Corbin GP and CCP may be deemed the beneficial owner of 278,141 Shares underlying Units, which amount includes the 278,141 Shares underlying Units beneficially owned by CEOF. As of October 1, 2021, CCPG ceased to beneficially own any Shares.
Item 4(b). Percent of Class:
As of the date hereof, ACM may be deemed the beneficial owner of approximately 5.5% of Shares outstanding, which amount includes (i) 0.9% of Shares outstanding beneficially owned by ASPIF II, (ii) 1.3% of Shares outstanding beneficially owned by ASOF, (iii) 0.8% of Shares outstanding beneficially owned by Alameda and (iv) the 2.5% of Shares outstanding beneficially owned by Alamosa. Each of Corbin GP and CCP may be deemed the beneficial owner of approximately 1.3% of Shares outstanding, which amount includes 1.3% of Shares outstanding beneficially owned by CEOF. As of October 1, 2021, CCPG ceased to beneficially own any Shares. (These percentages are based on 21,834,500 Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on September 27, 2021.)
Item 4(c). Number of shares as to which such person has:
ASPIF II:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 198,248
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 198,248
ASOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 278,140
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 278,140
Alameda:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 174,488
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 174,488
Alamosa:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 555,983
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 555,983
ACM:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,206,859
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,206,859
CEOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 278,141
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 278,141
Corbin GP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 278,141
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 278,141
CCPG:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
CCP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 278,141
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 278,141
The Shares are directly held by ASPIF II, ASOF, Alameda, Alamosa and CEOF (the Direct Holders). As ASPIF II, ASOF, Alameda and Alamosa’s investment manager, ACM has the power to vote and direct the disposition of all Shares held by ASPIF II, ASOF, Alameda and Alamosa. As CEOF’s investment manager, CCP has the power to vote and direct the disposition of all Shares held by CEOF. This report shall not be deemed an admission that ACM, CCP, the Direct Holders or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Act, or for any other purpose.
Item 5. Ownership of Five Percent or Less of a Class
As of October 1, 2021, CCPG ceased to beneficially own any Shares and this Amendment No. 1 serves as an exit filing for CCPG.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group
ASPIF II, ASOF, Alameda, Alamosa, ACM, CEOF, Corbin GP and CCP may be deemed members of a group, as defined in Rule 13d-5 under the Act, with respect to the Shares. Such group may be deemed to beneficially own 1,485,000 Shares. CEOF, Corbin GP and CCP disclaim beneficial ownership over the Shares held directly by ASPIF II, ASOF, Alameda and Alamosa. ASPIF II, ASOF, Alameda, Alamosa and ACM disclaim beneficial ownership over the Shares held directly by CEOF.
Item 9. Notice of Dissolution of Group
As of October 1, 2021, CCPG ceased to beneficially own any Shares and, as of that date, ceased to be a member of a group with the other Reporting Persons with respect to the Issuer’s Shares.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 14, 2021
| | Atalaya Special Purpose Investment Fund II LP |
| | By: | /s/ Drew Phillips |
| | Name: | Drew Phillips |
| | Title: | Authorized Signatory |
| ACM ASOF VII (Cayman) Holdco LP |
| | By: | /s/ Drew Phillips |
| | Name: | Drew Phillips |
| | Title: | Authorized Signatory |
| ACM Alameda Special Purpose Investment Fund II LP |
| | By: | /s/ Drew Phillips |
| | Name: | Drew Phillips |
| | Title: | Authorized Signatory |
| ACM Alamosa (Cayman) Holdco LP |
| | By: | /s/ Drew Phillips |
| | Name: | Drew Phillips |
| | Title: | Authorized Signatory |
| Atalaya Capital Management LP |
| | By: | /s/ Drew Phillips |
| | Name: | Drew Phillips |
| | Title: | Authorized Signatory |
| | Corbin ERISA Opportunity Fund, Ltd. |
| | By: Its: | Corbin Capital Partners, L.P. Investment Manager |
| | By: | /s/ Daniel Friedman |
| | Name: | Daniel Friedman |
| | Title: | General Counsel |
| | Corbin Capital Partners GP, LLC |
| | By: | /s/ Daniel Friedman |
| | Name: | Daniel Friedman |
| | Title: | Authorized Signatory |
| | Corbin Capital Partners Group, LLC |
| | By: | /s/ Daniel Friedman |
| | Name: | Daniel Friedman |
| | Title: | Authorized Signatory |
| | Corbin Capital Partners, L.P. |
| | By: | /s/ Daniel Friedman |
| | Name: | Daniel Friedman |
| | Title: | General Counsel |
JOINT FILING AGREEMENT
The undersigned hereby agree that this Amendment No. 1 to the statement on Schedule 13G with respect to shares of Common Stock of Armada Acquisition Corp. I 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 provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: December 14, 2021
| | Atalaya Special Purpose Investment Fund II LP |
| | By: | /s/ Drew Phillips |
| | Name: | Drew Phillips |
| | Title: | Authorized Signatory |
| ACM ASOF VII (Cayman) Holdco LP |
| | By: | /s/ Drew Phillips |
| | Name: | Drew Phillips |
| | Title: | Authorized Signatory |
| ACM Alameda Special Purpose Investment Fund II LP |
| | By: | /s/ Drew Phillips |
| | Name: | Drew Phillips |
| | Title: | Authorized Signatory |
| ACM Alamosa (Cayman) Holdco LP |
| | By: | /s/ Drew Phillips |
| | Name: | Drew Phillips |
| | Title: | Authorized Signatory |
| Atalaya Capital Management LP |
| | By: | /s/ Drew Phillips |
| | Name: | Drew Phillips |
| | Title: | Authorized Signatory |
| | Corbin ERISA Opportunity Fund, Ltd. |
| | By: Its: | Corbin Capital Partners, L.P. Investment Manager |
| | By: | /s/ Daniel Friedman |
| | Name: | Daniel Friedman |
| | Title: | General Counsel |
| | Corbin Capital Partners GP, LLC |
| | By: | /s/ Daniel Friedman |
| | Name: | Daniel Friedman |
| | Title: | Authorized Signatory |
| Corbin Capital Partners Group, LLC |
| | By: | /s/ Daniel Friedman |
| | Name: | Daniel Friedman |
| | Title: | Authorized Signatory |
| Corbin Capital Partners, L.P. |
| | By: | /s/ Daniel Friedman |
| | Name: | Daniel Friedman |
| | Title: | General Counsel |
