Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On February 2, 2023, Armada Acquisition Corp. I, a Delaware corporation (the
"Company"), filed an amendment (the "Amendment") to the Company's Second
Amended & Restated Certificate of Incorporation (the "Charter") with the
Secretary of State of the State of Delaware. The Amendment extends the date by
which the Company must consummate its initial business combination or, if it
fails to do so, cease its operations and redeem or repurchase 100% of the shares
of the Company's common stock issued in the Company's initial public offering,
from February 17, 2023 for up to six additional months at the election of the
Company, ultimately until as late as August 17, 2023. The Company's stockholders
approved the Amendment at the Annual Meeting (as defined below).
The foregoing description of the Amendment is qualified in its entirety by the
full text of the Amendment, a copy of which is filed as Exhibit 3.1 hereto and
incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On February 2, 2023, the Company convened its annual meeting of stockholders
(the "Annual Meeting"). As of the close of business on December 15, 2022, the
record date for the Annual Meeting, there were 20,709,500 shares of common
stock, par value $0.0001 per share, of the Company (the "Common Stock")
outstanding, each of which was entitled to one vote with respect to each of the
proposals. A total of 17,071,248 shares of Common Stock, representing
approximately 82.432% of the outstanding shares of Common Stock entitled to vote
at the Annual Meeting, were present in person or by proxy, constituting a
quorum. The proposals listed below are described in more detail in the Company's
definitive proxy statement, which was filed with the Securities and Exchange
Commission on January 5, 2023. At the Annual Meeting, by a vote of stockholders
entitled to vote, the stockholders voted upon and approved proposals to:
The Election of Director Proposal
Elect Celso L. White to serve on the Board of Directors of the Company as the
Class A Director until the 2026 annual meeting of the stockholders of the
Company or until such person's successor is qualified and elected:
FOR AGAINST ABSTAIN
13,566,850 0 3,504,398
The Auditor Proposal
Ratify the appointment of Marcum LLP as the Company's independent registered
public accounting firm for the fiscal year ending September 30, 2023:
FOR AGAINST ABSTAIN
15,918,352 1,152,896 0
The Extension Proposal
Approve an amendment to the Company's Charter to extend the date by which the
Company must consummate a business combination or, if it fails to do so, cease
its operations and redeem or repurchase 100% of the shares of the Company's
Common Stock issued in the Company's initial public offering, from February 17,
2023 for up to six additional months at the election of the Company, ultimately
until as late as August 17, 2023:
FOR AGAINST ABSTAIN
15,624,609 1,446,639 0
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Item 8.01 Other Information
In connection with the approval and amendment of the Company's Charter pursuant
to the Extension Proposal, the Company was required to permit its public
shareholders to redeem their shares of Common Stock. Of the 15,000,000 shares of
Common Stock outstanding with redemption rights, the holders of 11,491,148
shares of Common Stock elected to redeem their shares at a per share redemption
price of approximately $10.17. As a result, approximately $116,864,975 will be
removed from the Company's trust account to pay such holders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
3.1 Amendment to the Second Amended and Restated Certificate of
Incorporation
104 Cover Page Interactive Data File (embedded within the inline XBRL
document)
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ARMADA ACQUISITION CORP. I 
