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~~July 1630, 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

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~~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 ~~Symbol(s)~~Symbols	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 (§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. ☐

Item 28.~~03.~~01 ~~Creation~~Other ~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant~~Events.

AsOn ~~disclosed~~July 30, in2024, ~~the definitive proxy statement filed by~~ Armada Acquisition Corp. I, a Delaware corporation (~~“Armada”) with~~ the ~~Securities and Exchange Commission (the~~ “~~SEC~~Company”) ~~on January 16~~, ~~2024~~convened ~~(as~~and ~~amended,~~then ~~the~~adjourned ~~“Extension Proxy Statement”), relating to~~ the special meeting of stockholders (the “~~Extension~~Special Meeting”), ~~Armada~~to ~~Sponsor~~be ~~LLC,~~in aheld ~~Delaware~~in ~~limited~~connection ~~liability~~with ~~company (~~the ~~“Sponsor”),~~proposed ~~agreed~~business ~~that~~combination ifbetween the ~~Extension~~Company, ~~Amendment~~Rezolve ~~Proposal (as defined below) was approved~~Limited, itRezolve orAI ~~one~~Limited orand ~~more~~Rezolve ofMerger ~~its affiliates~~Sub, ~~members~~Inc. ~~or third-party designees~~ (the “~~Lender~~Business Combination”), ~~will contribute to Armada~~ as adescribed ~~loan~~in ~~$49,619.05~~greater todetail bein ~~deposited into~~ the ~~trust~~Company’s ~~account~~definitive ~~established~~proxy instatement ~~connection~~filed with ~~Armada’s~~the ~~initial~~U.S. ~~public~~Securities ~~offering~~and Exchange Commission (the “~~Trust Account~~SEC”). Inon ~~addition~~July 10, in2024 (the ~~event~~“Proxy ~~Armada~~Statement”). ~~does~~The ~~not~~Special ~~consummate~~Meeting anwill ~~initial~~reconvene ~~business~~on ~~combination by the Charter Extension Date (as defined below)~~August 1, ~~the~~2024 ~~Lender~~at ~~will~~10:00 ~~contribute to the Company as~~ a ~~loan up to $248,095~~.25m., inEastern ~~five equal installments to be deposited into the Trust Account for each of the five one-month extensions following the Charter Extension Date~~Time.

OnAt ~~February 15, 2024,~~ the ~~stockholders~~reconvened ofSpecial ~~Armada~~Meeting, ~~approved~~ the ~~Extension~~Company’s ~~Amendment~~stockholders ~~Proposal~~of (record as ~~defined~~of ~~below) at~~ the ~~Extension~~close ~~Meeting (as described in Item 5.07~~ of ~~this~~business ~~Current Report~~ on ~~Form 8-K). Accordingly, on February~~July 153, 2024, ~~Armada~~will ~~issued~~be anasked ~~unsecured~~to ~~promissory~~vote ~~note~~on in the ~~principal~~proposals ~~amount~~set offorth ~~$297,714.30~~in (the ~~“Note”)~~Proxy toStatement for the ~~Sponsor.~~Special ~~The~~Meeting, ~~Note~~including ~~does not bear interest and matures upon closing of Armada’s initial business combination (~~a ~~“Business~~proposal ~~Combination”).~~to Inapprove the ~~event that Armada does not consummate a~~ Business Combination~~, the Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven~~. ~~The proceeds of the Note will be deposited in the Trust Account in connection with the Charter Amendment (as defined below).~~

~~The~~Stockholders ~~foregoing~~who ~~description~~have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Stockholders as of the ~~Note~~record isdate ~~qualified~~can invote, ~~its~~even ~~entirety~~if bythey ~~reference~~have subsequently sold their shares. Any stockholders who wish to change their vote and need assistance should contact Stephen P. Herbert at sherbert@armadaacq.com. In connection with the ~~full~~postponement ~~text~~of the Special Meeting, the Company has extended the deadline of holders of the ~~Note~~Company’s common stock issued in its initial public offering (the “Public Shares”) to submit their Public Shares for redemption in connection with the Special Meeting until 5:00 p.m. Eastern Time on July 31, ~~which~~2024. isStockholders ~~incorporated~~who wish to withdraw their previously submitted redemption requests may do so prior to the rescheduled meeting by ~~reference~~requesting ~~herein~~that ~~and~~the ~~filed~~transfer ~~herewith~~agent asreturn ~~Exhibit~~such Public Shares prior to 10:00 a.m., Eastern Time on August 1, 2024.

~~Item~~Important ~~5.03~~Information ~~Amendments~~About tothe ~~Articles~~Proposed ofTransaction ~~Incorporation~~and orWhere ~~Bylaws;~~to ~~Change~~Find inIt ~~Fiscal Year.~~

OnThis ~~February 15,~~Current ~~2024,~~Report ~~Armada~~on ~~held~~Form ~~the~~8-K ~~Extension~~relates ~~Meeting~~ to ~~approve~~the anproposed ~~amendment~~business tocombination involving Armada’s, ~~amended~~Rezolve ~~and~~Limited, ~~restated~~Rezolve ~~certificate~~and ofRezolve ~~incorporation~~Merger ~~(the~~Sub. ~~“Charter~~In ~~Amendment”)~~connection towith ~~extend~~ the ~~date~~proposed ~~(the~~business ~~“Termination~~combination, ~~Date”)~~Rezolve byfiled ~~which~~with ~~Armada~~the ~~has~~SEC ~~to consummate~~ a ~~business~~Registration ~~combination~~Statement ~~from~~on ~~February 17,~~Form ~~2024~~F-4 (~~the~~File ~~“Original Termination Date”) to March~~No. 17333-272751), ~~2024~~including ~~(the~~a ~~“Charter~~proxy ~~Extension~~statement ~~Date”)~~of ~~and to allow~~ Armada, ~~without~~and ~~another~~a ~~stockholder~~prospectus ~~vote,~~of toRezolve ~~elect~~relating to ~~extend~~ the ~~Termination~~securities ~~Date~~ to ~~consummate~~be aissued ~~Business~~in ~~Combination~~connection onwith ~~a monthly basis up to five times by an additional one month each time after~~ the ~~Charter~~proposed ~~Extension~~business ~~Date~~combination, bywhich ~~resolution~~prospectus ofwas ~~Armada’s~~declared ~~board~~effective ofon ~~directors~~July 9, if2024. ~~requested~~This byCurrent ~~the~~Report ~~Sponsor,~~on ~~and~~Form ~~upon~~8-K ~~five~~is ~~days’~~not ~~advance notice prior to the applicable Termination Date, until August 17, 2024, or~~ a ~~total~~substitute offor ~~up to six months after~~ the ~~Original~~Registration ~~Termination Date~~Statement, ~~unless~~ the ~~closing~~definitive ofproxy astatement/final ~~business~~prospectus, ~~combination~~or ~~shall~~any ~~have~~other ~~occurred~~document ~~prior~~that ~~thereto~~Rezolve ~~(the~~or ~~“Extension Amendment Proposal”). The stockholders of~~ Armada ~~approved~~has ~~the~~filed ~~Extension~~or ~~Amendment~~will ~~Proposal~~file atwith the ~~Extension~~SEC ~~Meeting~~or ~~and~~send onto ~~February 15,~~its ~~2024,~~shareholders ~~Armada~~in ~~filed~~connection ~~the Charter Amendment~~ with the ~~Delaware~~proposed ~~Secretary~~business ~~of State.~~

~~The~~ combination. ~~foregoing~~This ~~description~~Current isReport ~~qualified~~on inForm ~~its~~8-K ~~entirety~~does bynot ~~reference~~contain toall the ~~Charter~~information ~~Amendment,~~that ashould ~~copy~~be ofconsidered ~~which~~concerning isthe ~~attached~~proposed asbusiness ~~Exhibit~~combination ~~3.1~~and ~~hereto~~other matters and is ~~incorporated~~not byintended ~~reference~~to ~~herein~~form the basis for any investment decision or any other decision in respect of such matters.

~~Item~~BEFORE ~~5.07~~MAKING ~~Submission~~ANY ofVOTING ~~Matters~~OR toINVESTMENT aDECISION, ~~Vote~~ARMADA’S ofSTOCKHOLDERS ~~Security~~AND ~~Holders~~OTHER INTERESTED PARTIES ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY AMENDMENTS THERETO AND ANY OTHER DOCUMENTS FILED BY ARMADA OR REZOLVE WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION OR INCORPORATED BY REFERENCE THEREIN IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED BUSINESS COMBINATION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND THE PARTIES TO THE PROPOSED BUSINESS COMBINATION.

OnAfter ~~February~~the Registration Statement was declared effective, the definitive proxy statement was mailed to shareholders of Armada as of July 153, 2024, the record date established for voting on the Business Combination. Additionally, Armada ~~held~~and Rezolve may file other relevant materials with the ~~Extension~~SEC ~~Meeting~~in toconnection ~~approve~~with the ~~Extension~~proposed ~~Amendment~~business ~~Proposal~~combination. Copies of the Registration Statement, the definitive proxy statement/prospectus and all other relevant materials for the ~~Adjournment~~proposed ~~Proposal~~business combination filed or that will be filed with the SEC may be obtained, ~~each~~when asavailable, ~~more~~free ~~fully~~of ~~described~~charge inat the ~~Extension~~SEC’s ~~Proxy~~website ~~Statement~~at www.sec.gov. AsIn ~~there~~addition, ~~were~~Armada’s ~~sufficient~~stockholders ~~votes~~may toalso ~~approve~~obtain copies of the ~~Extension~~definitive ~~Amendment~~proxy ~~Proposal~~statement/prospectus, when available, and other documents filed by Armada with the ~~Adjournment~~SEC, ~~Proposal~~without ~~was~~charge, ~~not~~by ~~presented~~directing a request to Armada ~~stockholders~~Acquisition Corp. I, 1760 Market Street, Suite 602, Philadelphia, PA 19103 USA; (215) 543-6886.

AsForward-Looking ofStatements the close of business on January 8, 2024, the record date for the Special Meeting, there were 8,072,849 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 Extension Proxy Statement. Holders of 7,049,710 shares of Common Stock of Armada held of record as of January 8, 2024, the record date for the Extension Meeting, were present in person or by proxy, representing approximately 87.33% of the voting power of Armada’s shares of Common Stock as of the record date for the Extension Meeting, and constituting a quorum for the transaction of business.

~~The~~This ~~voting~~Current Report on Form 8-K 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 ~~for~~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 ~~Extension~~proposed ~~Amendment~~business ~~Proposal~~combination ~~were~~and related transactions. 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 inability to complete the proposed business combination due to the failure to obtain approval of the stockholders of Armada or shareholders of Rezolve Limited or Rezolve, or to satisfy other conditions to closing of the transactions contemplated under and in connection with the Business Combination Agreement; (4) the ability to meet stock exchange listing standards as ~~follows:~~a condition to closing of the business combination or following the consummation of proposed business combination; (5) 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; (6) 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; (7) costs related to the proposed business combination; (8) 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; (9) 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; (10) the possibility that Armada, Rezolve Limited, Rezolve or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the ability of existing investors to redeem and the level of redemptions; and (12) additional risks, including those to be included under the header “Risk Factors” in the Registration Statement 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

~~The~~ ended ~~Extension~~December 31, ~~Amendment~~2023 ~~Proposal~~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 Current Report on Form 8-K. 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 Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.

For		Against		Abstain
7,045,870		3,748		92

No Offer or Solicitation

~~The~~This ~~Adjournment~~Current ~~Proposal~~Report on Form 8-K is for informational purposes only and does not constitute an offer or a solicitation of an offer to buy or sell securities, assets or the business described herein or a commitment to Armada, Rezolve Limited or Rezolve, nor is it a solicitation of any vote, consent or approval in any jurisdiction pursuant to or in connection with the proposed business combination or otherwise, nor shall there be any offer, sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

~~Armada~~Participants ~~had solicited proxies~~ in ~~favor~~Solicitation of an Adjournment Proposal which would have given Armada authority to adjourn the Extension Meeting to solicit additional proxies. As sufficient shares were voted in favor of the Extension Amendment Proposal, this proposal was not voted upon at the Extension Meeting.

InArmada, Rezolve Limited, Rezolve, Rezolve Merger Sub and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies of Armada’s stockholders in connection with the ~~vote~~proposed tobusiness ~~approve~~combination. Information about the ~~Charter~~directors ~~Amendment,~~and ~~the~~executive ~~holders~~officers of ~~945~~Armada may be obtained in the Registration Statement,~~662~~ Armada’s filings with the SEC, including Armada’s initial public ~~shares~~offering prospectus, which was filed with the SEC on August 16, 2021, and Armada’s subsequent annual reports on Form 10-K and quarterly reports on Form 10-Q, all of ~~Common~~which ~~Stock~~is available free of ~~Armada~~charge ~~properly~~at ~~exercised~~the ~~their~~SEC’s ~~right~~website toat ~~redeem~~www.sec.gov. ~~their~~Information ~~shares~~about (the directors and ~~did~~executive ~~not~~officers ~~withdraw~~of ~~their~~Rezolve ~~redemption)~~and ~~for~~more ~~cash~~detailed atinformation aregarding ~~redemption~~the ~~price~~identity of ~~approximately~~all ~~$10.98 per~~potential ~~share~~participants, and their direct and indirect interests by security holdings or otherwise, will be set forth in the definitive proxy statement/prospectus for anthe ~~aggregate~~proposed ~~redemption~~business ~~amount~~combination when available. Additional information regarding the identity of ~~approximately~~all ~~$10~~potential participants in the solicitation of proxies to Armada’s stockholders in connection with the proposed business combination and other matters to be voted upon at the special meeting,~~384~~ and their direct and indirect interests,~~495~~ by security holdings or otherwise, will be included in the definitive proxy statement/prospectus, when it becomes available.~~70.~~

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
3.1		Amendment to Amended and Restated Certificate of Incorporation.
10.1		Promissory Note, dated February 15, 2024, between Armada and the Sponsor.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: ~~February~~July 1630, 2024



By:		/s/ Stephen P. Herbert
Name:		Stephen P. Herbert
Title:		Chief Executive Officer and Chairman

Filing Compare · Armada Acquisition Corp. I