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 organization) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
2005 Market Street, Suite 3120
Philadelphia, PA 19103
(Address of principal executive offices)
(215) 543-6886
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | |
| Title of each class | | Trading Symbols | | Name of each exchange on which registered |
| Units, each consisting of one share of Common Stock and one-half of one Redeemable Warrant | | AACIU | | The Nasdaq Stock Market LLC |
| Common Stock, par value $0.0001 per share | | AACI | | The Nasdaq Stock Market LLC |
| Warrants, each exercisable for one share Common Stock for $11.50 per share | | AACIW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Separate Trading of Units, Common Stock and Warrants
As previously reported on August 18, 2021, Armada Acquisition Corp. I, a Delaware corporation (the “Company”), consummated its initial public offering of 15,000,000 units (the “Units”). Each Unit consists of one share of common stock of the Company, par value $0.0001 per share (“Common Stock”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $150,000,000. Pursuant to the Underwriting Agreement dated August 12, 2021, by and between the Company and Northland Securities, Inc., as representative of the several underwriters, the Company granted the underwriters a 45-day option to purchase up to 2,250,000 additional Units solely to cover over-allotments, if any.
On November 16, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to separately trade shares of the Common Stock and the Warrants comprising the Units commencing on November 16, 2021. Those Units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “AACIU,” and the shares of Common Stock and Warrants that are separated will trade on the Nasdaq under the symbols “AACI” and “AACIW,” respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of the Units will need to instruct their brokers to contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, to separate their Units into shares of Common Stock and Warrants.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
The following exhibit is filed herewith:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 16, 2021
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| | By: | | /s/ Stephen P. Herbert |
| | Name: | | Stephen P. Herbert |
| | Title: | | Chief Executive Officer and Chairman |
