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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 incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
1760 Market Street, Suite 602
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:
| ☐ | 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 |
Name of each exchange on which registered |
||
| Units, each consisting of one share of common stock, $0.0001 par value, and one-half of one redeemable warrant | AACI U | 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 of common stock for $11.50 per share | AACI W | 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 1, 2024, Armada Acquisition Corp. I (“we”, “us”, “our”, or the “Company”) filed an amendment to the second amended and restated certificate of incorporation of the Company with the Secretary of the State of Delaware (the “Amendment”). The material terms of the Amendment are fully described in item 5.07 below. The description of the Amendment contained herein is not intended to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On August 1, 2024, the Company held a special meeting of stockholders (the “Special Meeting”) virtually to approve, among other things, the Company’s initial business combination, as more fully described in the Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on July 10, 2024.
As of the close of business on July 3, 2024, the record date for the Special Meeting (the “Record Date”), there were 7,127,187 shares of common stock, par value $0.0001 per share (“Common Stock”), outstanding. Each share of Common Stock was entitled to one vote on the proposals submitted to a vote of the stockholders at the Special Meeting. Holders of 6,066,390 shares of Common Stock of the Company, as of the Record Date, were present in person or by proxy, representing approximately 85.116% of the voting power of the Company’s shares of Common Stock as of the Record Date for the Special Meeting, and constituting a quorum for the transaction of business.
The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Special Meeting on August 1, 2024.
The Business Combination Proposal
Proposal No. 1 (the “Business Combination Proposal”) was to consider and vote upon a proposal by ordinary resolution to adopt and approve the business combination described in this proxy statement/prospectus (the “Business Combination” and such proposal, the “Business Combination Proposal”), including the Business Combination Agreement, dated as of December 17, 2021 as amended on November 10, 2022 and further amended and restated on June 16, 2023 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Rezolve Limited, Rezolve AI Limited and Rezolve Merger Sub, Inc, pursuant to which the parties will effect a series of transactions as described in the proxy statement. As part of the Business Combination Proposal, stockholders are also being asked to consider and vote on the approval of an amendment to the Stock Escrow Agreement, dated August 12, 2021 (the “Escrow Agreement”), to allow Continental Stock Transfer & Trust Company to distribute certain of the Escrow Shares (as defined in the Escrow Agreement) prior to the expiration of the Escrow Period (as defined in the Escrow Agreement).
| FOR |
AGAINST |
ABSTAIN |
||
| 6,055,793 | 10,597 | 0 |
The Nasdaq Proposal
Proposal No. 2 (the “Nasdaq Proposal) was to consider and vote upon a proposal by ordinary resolution to consider and vote upon a proposal to adopt and approve, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of Rezolve Shares in connection with the Business Combination Agreement, including the Company Reorganization, the conversion of the Convertible Notes and, to the extent applicable, the Merger, in each case, as required by Nasdaq listing requirements.
| FOR |
AGAINST |
ABSTAIN |
||
| 6,055,791 | 10,599 | 0 |
The Incentive Equity Plan Proposal
Proposal No. 3 (the “Incentive Equity Plan Proposal”) was to consider and vote upon a proposal to adopt and approve, the Rezolve Incentive Equity Plan, which will become effective on or before the Closing Date and will be used by Rezolve following the Closing.
| FOR |
AGAINST |
ABSTAIN |
||
| 5,923,362 | 32,781 | 110,247 |
The Charter Limitation Amendment Proposal
Proposal No. 4 (the “Charter Limitation Amendment Proposal”) was to consider and vote upon a proposal to amend the Company’s second amended and restated certificate of incorporation to eliminate the limitation that the Company may not consummate a business combination to the extent the Company would have net tangible assets of less than $5,000,001, which amendment will be effective immediately prior to or upon consummation of a business combination in order to allow the Company to consummate the Business Combination irrespective of whether the Company would exceed such limitation
| FOR |
AGAINST |
ABSTAIN |
||
| 6,063,888 | 2,502 | 0 |
The Adjournment Proposal
The Company had solicited proxies in favor of an Adjournment Proposal which would have given the Company authority to adjourn the Special Meeting to solicit additional proxies. As sufficient shares were voted in favor of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Equity Plan Proposal and the Charter Limitation Amendment Porposal, the Adjournment Proposal was not voted upon at the Special Meeting.
| Item 8.01 | Other Events. |
On August 2, 2024, the Company issued a press release announcing that the Business Combination was approved by the stockholders of the Company at the Special Meeting.
The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description |
|
| 3.1 | Amendment to the Second Amended and Restated Certificate of Incorporation. | |
| 99.1 | Press Release, dated August 2, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 2, 2024
| By: | /s/ Stephen P. Herbert |
|
| Name: | Stephen P. Herbert | |
| Title: | Chief Executive Officer and Chairman |
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. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on November 5, 2020 (the “Original Certificate”) and was subsequently amended and restated on February 4, 2021. A Second Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on August 12, 2021 (the “Amended and Restated Certificate of Incorporation”). |
| 2. | This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation. |
| 3. | This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of the capital stock of the Corporation entitled to vote generally at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”). |
| 4. | The text of Section E of Article SIXTH is deleted in its entirety and replaced with the following: |
“Intentionally Omitted”
IN WITNESS WHEREOF, Armada Acquisition Corp. I has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this 1st day of August, 2024.
| ARMADA ACQUISITION CORP. I | ||
| By: | /s/ Stephen P. Herbert |
|
| Name: | Stephen P. Herbert | |
| Title: | Chairman and Chief Executive Officer | |
H-1
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 stockholders voted to approve the previously announced proposed business combination (the “Business Combination”) between Armada, Rezolve Limited, Rezolve AI Limited (“Rezolve”), and Rezolve Merger Sub, Inc., as well as all other proposals related to the Business Combination. The closing of the Business Combination remains subject to the satisfaction or waiver of the ordinary shares of Rezolve being listed on The Nasdaq Stock Market LLC (“Nasdaq”) and certain other remaining conditions to closing.
Upon completion of the merger, Armada will become a wholly owned subsidiary of Rezolve and the combined company will operate as “Rezolve AI Limited.” The ordinary shares and warrants of Rezolve are expected to trade on The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbols “RZLV” and “RZLVW”, respectively.
Armada plans to file the results of the Annual Meeting on Form 8-K with the Securities and Exchange Commission within four business days after the date of the Special Meeting.
About Armada Acquisition Corp. I
Armada is a special purpose acquisition company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. Armada was founded on November 5, 2020 and is headquartered in Philadelphia, PA. Armada entered into a Business Combination Agreement dated December 17, 2021, as amended on November 10, 2022 and further amended and restated pursuant to the terms of an amendment and restatement deed dated June 16, 2023 by and among Armada, Rezolve Limited, Rezolve, and Rezolve Merger Sub, Inc., a Delaware corporation (“Rezolve Merger Sub”), which, among other things, provides for the merger of Armada with and into Rezolve Merger Sub, Inc. with Armada continuing as the surviving entity.
About Rezolve AI Limited
Rezolve AI leads the mobile commerce industry with our cutting-edge engagement platform powered by artificial intelligence and machine learning. By enabling retailers, brands, and manufacturers to create dynamic connections with consumers across mobile and desktop devices, we redefine mobile engagement. Our AI-driven platform simplifies the purchasing process, providing relevant information and facilitating seamless transactions with a single tap. With a commitment to innovation, we shape the future of digital commerce where technology seamlessly intersects with commerce for the benefit of businesses and consumers. Our scalable platform offers merchants actionable solutions to engage consumers effectively, managing high traffic volumes and gathering valuable engagement data in real-time.
The company was founded in 2016, is headquartered in London, UK and has offices in: Shanghai, New Delhi, Taipei, Frankfurt, Madrid, Mexico City and Providence, RI.
For more information, please visit www.rezolve.com.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and within the meaning of Section 27a of the Securities Act and Section 21E of the Exchange Act. Any actual results may differ from expectations, estimates and projections presented or implied and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, statements regarding the proposed business combination and related transactions, including, without limitation, the listing of Rezolve’s ordinary shares and warrants on Nasdaq. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed Business Combination; (2) the outcome of any legal proceedings that may be instituted against Armada, Rezolve Limited, Rezolve or others following the announcement of the proposed Business Combination and any definitive agreements with respect thereto; (3) the ability to meet stock exchange listing standards as a condition to closing of the business combination or following the consummation of proposed business combination; (4) the risk that the proposed business combination disrupts current plans and operations of Armada, Rezolve Limited or Rezolve as a result of the announcement and consummation of the proposed Business Combination; (5) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, and retain its management and key employees; (6) costs related to the proposed Business Combination; (7) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain regulatory approvals required to complete the proposed business combination; (8) weakness in the economy, market trends, uncertainty and other conditions in the markets in which Rezolve Limited or Rezolve operate, and other factors beyond their control, such as inflation or rising interest rates; (9) the possibility that Armada, Rezolve Limited, Rezolve or the combined company may be adversely affected by other economic, business, and/or competitive factors; (10) the level of redemptions; and (11) additional risks, including those to be included under the header “Risk Factors” in the Proxy Statement/Prospectus and those included under the header “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Armada’s Annual Report on Form 10-K for the year ended September 30, 2023 and the Quarterly Reports on Form 10-Q filed by Armada for the quarterly periods ended December 31, 2023 and March 31, 2024. If any of these risks materialize or Armada’s, Rezolve Limited’s or Rezolve’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that none of Armada, Rezolve Limited or Rezolve presently know or that Armada, Rezolve Limited and Rezolve currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Armada’s, Rezolve Limited’s and/or Rezolve’s expectations, plans or forecasts of future events and views as of the date of this press release. Armada, Rezolve Limited and Rezolve anticipate that subsequent events and developments will cause Armada, Rezolve Limited’s and Rezolve’s assessments to change. However, while Armada, Rezolve Limited and Rezolve may elect to update these forward-looking statements at some point in the future, each of Armada, Rezolve Limited, Rezolve and Rezolve Merger Sub specifically disclaim any obligation to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing Armada’s, Rezolve Limited’s and Rezolve’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
No Offer or Solicitation
This press release will not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Contacts
Investor Contact:
Mike Bishop
Bishop IR, LLC
mike@bishopir.com
Media Contact:
Urmee Khan
urmeekhan@rezolve.com
+44-7576-094-040