ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Item 1. |
1 |
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Item 1A. |
7 |
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Item 1B. |
48 |
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Item 2. |
48 |
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Item 3. |
48 |
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Item 4. |
48 |
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Item 5. |
49 |
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Item 6. |
50 |
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Item 7. |
50 |
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Item 7A. |
55 |
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Item 8. |
55 |
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Item 9. |
55 |
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Item 9A. |
55 |
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Item 9B. |
56 |
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Item 9C |
56 |
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Item 10. |
57 |
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Item 11. |
66 |
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Item 12. |
67 |
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Item 13. |
69 |
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Item 14. |
70 |
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PART IV |
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Item 15. |
71 |
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Item 16. |
73 |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of the prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | our ability to draw from the support and expertise of our sponsor, founders, directors, officers and other affiliates; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | the ability of our officers and directors to generate a number of potential acquisition opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the availability to us of funds from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; |
• | our financial performance; or |
• | the other risks and uncertainties discussed in “Item 1A. Risk Factors,” elsewhere in this Annual Report on Form 10-K and in our other filings with the SEC. |
• | Companies that operate in industries and sectors that are ripe for technological disruption or are currently undergoing technological transformations. |
• | Companies with an attractive and defensible competitive position. |
• | Clear Benefit from a Business Combination with a Special Purpose Acquisition Company. roll-up synergies, deleveraging and/or re-rating milestones expected to propel the business through our structural dilution in the near term with enhanced financial results, margins, market position and stockholder value. |
• | Tangible Benefit from our Capabilities. |
• | Proprietary and/or High Conviction Transactions. |
• | Committed and Capable Management Team. |
• | Potential to Grow, including Through Further Acquisition Opportunities. |
• | Preparedness for the Process and Public Markets. |
• | If we are unable to complete our initial business combination within 18 months from the closing of the Initial Public Offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the requirements of other applicable law; |
• | Prior to our initial business combination, we may not issue additional securities that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote as a class with our public shares (a) on our initial business combination or (b) to approve an amendment to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business combination beyond 18 months from the closing of the Initial Public Offering or (y) amend the foregoing provisions; |
• | Although we do not intend to enter into a business combination with a target business that is affiliated with our Sponsor, our directors or our executive officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, may obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm that such a business combination is fair to our company from a financial point of view; |
• | If a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act. Whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq, we will provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above; |
• | So long as we obtain and maintain a listing for our securities on Nasdaq, the Nasdaq rules require that our initial business combination must occur with one or more operating businesses or assets with a fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial business combination; |
• | If our stockholders approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of the Initial Public Offering, or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their Class A common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein; and |
• | We will not effectuate our initial business combination with another blank check company or a similar company with nominal operations. |
• | We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Concentration of ownership among our Sponsor and the anchor investors may prevent other investors from influencing significant corporate decisions or adversely affect the trading price of our common shares. |
• | Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination. |
• | Your only opportunity to affect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. |
• | If we seek stockholder approval of our initial business combination, our initial stockholders and management team have agreed to vote in favor of such initial business combination, and the anchor investors have agreed to vote any Founder Shares held by them in favor of such initial business combination, regardless of how our public stockholders vote. |
• | The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. |
• | The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
• | Since our Sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to Public Shares they may acquire during or after the Initial Public Offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. |
• | The requirement that we complete our initial business combination within 18 months after the closing of the Initial Public Offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders. |
• | Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus “COVID-19” pandemic and the status of debt and equity markets. |
• | If we seek stockholder approval of our initial business combination, our Sponsor, directors, officers, advisors or their affiliates may elect to purchase shares or warrants from public stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of our securities. |
• | If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed. |
• | Stockholders do not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your Public Shares or warrants, potentially at a loss. |
• | Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | Stockholders are not entitled to protections normally afforded to investors of many other blank check companies. |
• | Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless. |
• | If the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants not being held in the Trust Account are insufficient to allow us to operate following the closing of the Initial Public Offering, it could limit the amount of cash available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our Sponsor or management team to fund our search and to complete our initial business combination. |
• | Past performance by our management team and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company. |
• | Unlike some other similarly structured special purpose acquisition companies, our initial stockholders will receive additional shares of Class A common stock if we issue certain shares to consummate an initial business combination. |
• | We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on stockholders or warrant holders. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | challenges in managing and staffing international operations; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks and wars; and deterioration of political relations with the United States. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A common stock; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset, or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | may significantly dilute the equity interest of investors in our Initial Public Offering; |
• | may subordinate the rights of holders of Class A common stock if shares of preferred stock are issued with rights senior to those afforded our Class A common stock; |
• | could cause a change in control if a substantial number of shares of Class A common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and |
• | may adversely affect prevailing market prices for our units, Class A common stock and/or warrants. |
(i) | we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share; |
(ii) | the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and |
(iii) | the Market Value is below $9.20 per share, |
• | the history and prospects of companies whose principal business is the acquisition of other companies; |
• | prior offerings of those companies; |
• | our prospects for acquiring an operating business at attractive values; |
• | a review of debt to equity ratios in leveraged transactions; |
• | our capital structure; |
• | an assessment of our management and their experience in identifying operating companies; |
• | general conditions of the securities markets at the time of our Initial Public Offering; and |
• | other factors as were deemed relevant. |
Name |
Age |
Position | ||
Michael Butler |
60 | Chairman of the Board | ||
Jamie Boyd |
46 | Director, Chief Executive Officer and Chief Financial Officer | ||
Edgar Lee |
45 | Director | ||
Scott Prince |
55 | Director | ||
Arun Venkatadri |
39 | Director |
• | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; |
• | pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
• | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors; |
• | developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; |
• | coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the Company; and |
• | reviewing on a regular basis our corporate governance and recommending improvements as and when necessary. |
• | the nominating and corporate governance committee will be governed by a charter that complies with the Nasdaq rules |
• | the corporation could financially undertake the opportunity; |
• | the opportunity is within the corporation’s line of business; and |
• | it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Michael Butler |
Cascadia Capital | Investment Banking Firm | Chief Executive Officer and Co-founder | |||
Coldstream Capital Management Inc. | Wealth Management Firm | Director | ||||
D4DT Inc. | Data Platform Company | Director | ||||
Jamie Boyd |
Cascadia Capital | Investment Banking Firm | Director | |||
Edgar Lee |
Neo Performance Materials | Industrial Materials | Director | |||
Cloud5 Communications | Communications | Director | ||||
Scott Prince |
AP Shale Logistics Holdco | Logistics | Chief Executive Officer | |||
Arun Venkatadri |
Aurora | Autonomous Vehicles | Staff Product Manager | |||
Carnegie Mellon University | University | Executive in Residence | ||||
Extremis Ventures | Investments | Founder | ||||
Buf | Technology | Advisor | ||||
Gridwise | Technology | Advisor | ||||
Bloomfeld Robotics | Technology | Advisor |
• | Our executive officers and directors are not required to, and will not, commit any specified period of to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which they may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities or clients of the other entities with which they are affiliated, including, without limitation, Cascadia Capital. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | Our initial stockholders purchased Founder Shares and Private Placement Warrants. Our initial stockholders have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares they hold in connection with the completion of our initial business combination. The other members of our management team have entered into agreements similar to the one entered into by our initial stockholders with respect to any Public Shares acquired by them in or after the Initial Public Offering. Additionally, our initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete our initial business combination within the prescribed time frame or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation. If we do not complete our initial business combination within the prescribed time frame, the Private Placement Warrants will expire worthless. Furthermore, our initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the Founder Shares will be released from the lockup. Subject to certain limited exceptions, the Private Placement Warrants will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and director nominees will own common stock or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors, Cascadia Capital or its affiliates may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |
• | each of our officers, directors and director nominees; and |
• | all of our officers, directors and director nominees as a group. |
NAME AND ADDRESS OF BENEFICIAL OWNER (1) |
NUMBER OF SHARES BENEFICIALLY OWNED (2) |
APPROXIMATE PERCENTAGE OF OUTSTANDING COMMON STOCK |
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Directors, executive officers and Founders |
||||||||
Cascadia Acquisition Sponsor LLC (our Sponsor) (3) |
2,737,500 | 14.6 | % | |||||
Michael Butler |
2,737,500 | 14.6 | % | |||||
Jamie Boyd |
2,737,500 | 14.6 | % | |||||
Edgar Lee |
25,000 | * | ||||||
Scott Prince |
25,000 | * | ||||||
Arun Venkatadri |
25,000 | * | ||||||
All executive officers and directors as a group (five individuals) |
2,812,500 | 15.0 | % | |||||
Five Percent Holders (4) |
||||||||
Castle Creek Arbitrage, LLC (5) 190 South LaSalle Street, Suite 3050 Chicago, IL 60603 |
1,485,000 | 9.9 | % | |||||
Linden Capital L.P. (6) 150 N. Riverside Plaza, Suite 1500 Chicago, IL 60606 |
1,485,000 | 9.9 | % |
Radcliffe Capital Management, L.P. (7) 50 Monument Road, Suite 300 Bala Cynwyd, PA 19004 |
1,331,718 | 8.9 | % | |||||
Polar Asset Management Partners Inc. (8) 16 York Street, Suite 2900 Toronto, ON, Canada M5J 0E6 |
1,335,000 | 8.9 | % | |||||
Atalaya Capital Management LP (9) One Rockefeller Plaza, 32nd Floor New York, NY10020 |
1,206,859 | 8.0 | % |
* | Less than one percent. |
(1) |
Unless otherwise noted, the business address of each of the following is 1000 2nd Avenue Suite 1200, Seattle, Washington 98104. |
(2) |
Interests shown consist solely of Founder Shares, classified as Class B common stock. Such shares will automatically convert into shares of Class A common stock upon the consummation of our initial business combination on a one-for-one |
(3) |
Cascadia Acquisition Sponsor LLC is the record holder of the shares reported herein. Mr. Butler and Mr. Boyd are each managers of Cascadia Acquisition Sponsor LLC. Each of Mr. Butler and Mr. Boyd has voting and investment discretion with respect to the common stock held of record by Cascadia Acquisition Sponsor LLC. Each of Mr. Butler and Mr. Boyd disclaims any beneficial ownership of any shares held by Cascadia Acquisition Sponsor LLC except to the extent of his ultimate pecuniary interest. |
(4) |
The following ownership percentages are based on 15,000,000 Class A common stock issued and outstanding as of November 15, 2021, as reported in the Issuer’s Form 10-Q dated November 15, 2021. |
(5) |
Based upon a Schedule 13G filed with the SEC on February 11, 2022 by Castle Creek Arbitrage, LLC, a Delaware limited liability company, (“Castle Creek”), Mr. Allan Weine, as the principal beneficial owner of Castle Creek Arbitrage, LLC, CC ARB West, LLC, a Delaware limited liability company, CC Arbitrage, Ltd., a Cayman Island Company, and Castle Creek SPAC Fund, LLC, a Delaware limited Liability Company. CC ARB West, LLC owns 566,528 Shares of Class A common stock, consisting of 566,528 Shares of Class A common stock directly held. Castle Creek SPAC Fund, LLC owns 700,920 Shares of Class A common stock, consisting of 700,920 Shares of Class A common stock directly held, and CC Arbitrage, Ltd. owns 217,552 Shares of Class A common stock, consisting of 217,552 Shares of Ordinary Shares directly held. By virtue of their relationships with CC ARB West, LLC, Castle Creek SPAC Fund, LLC, and CC Arbitrage, Ltd. discussed in further detail in Item 2, each of Castle Creek and Mr. Weine may be deemed to beneficially own the Shares owned by CC ARB West, LLC, Castle Creek SPAC, LLC and CC Arbitrage, Ltd. |
(6) |
Based upon a Schedule 13G filed with the SEC on February 3, 2022 by Linden Capital L.P., a Bermuda limited partnership, Linden Advisors LP, a Delaware limited partnership, Linden GP LLC, a Delaware limited liability company, and Mr. Siu Min (Joe) Wong. Each of the aforementioned entities and individuals share voting and investment control and may be deemed to beneficially own 1,485,000 shares of Class A Common Stock. |
(7) |
Based upon a Schedule 13G filed with the SEC on February 14, 2022 by Radcliffe Capital Management, L.P. RGC Management Company, LLC, Steven B. Katznelson, Christopher Hinkel, Radcliffe SPAC Master Fund, L.P., and Radcliffe SPAC GP, LLC. Each of the aforementioned entities and individuals share voting and investment control and may be deemed to beneficially own 1,331,718 shares of Class A Common Stock. |
(8) |
Based upon a Schedule 13G filed with the SEC on February 7, 2022 by Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada, which serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“ PMSMF ”) directly held by PMSMF. |
(9) |
Based upon a Schedule 13G filed with the SEC on February 7, 2022 by Atalaya Special Purpose Investment Fund II LP (“ASPIF II”), ACM ASOF VII (Cayman) Holdco LP (“ASOF”), ACM Alameda Special Purpose Investment Fund II LP (“Alameda”), ACM Alamosa (Cayman) Holdco LP (“Alamosa”), Atalaya Capital Management LP (“ACM”), Corbin ERISA Opportunity Fund, Ltd. (“CEOF”), Corbin Capital Partners GP, LLC (“Corbin GP”), Corbin Capital Partners Group, LLC (“CCPG”) and Corbin Capital Partners, L.P. (“CCP”). Shares of Class A common stock are held directly 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 CEOFs investment manager, CCP has the power to vote and direct the disposition of all Shares held by CEOF. ACM may be deemed the beneficial owner of 1,206,859 shares of Class A Common Stock, which amount includes (i) the 198,252 shares of Class A Common Stock beneficially owned by ASPIF II, (ii) the 278,134 shares of Class A Common Stock beneficially owned by ASOF, (iii) the 174,492 shares of Class A Common Stock beneficially owned by Alameda and (iv) the 555,981 shares of Class A Common Stock beneficially owned by Alamosa. Each of Corbin GP and CCP may be deemed the beneficial owner of 278,141 shares of Class A Common Stock, which amount includes the 278,141 shares of Class A Common Stock beneficially owned by CEOF. As of October 1, 2021, CCPG ceased to beneficially own any shares of Class A Common Stock. |
a. | The following documents are filed as part of this Annual Report on Form 10-K: Financial Statements: See “Index to Financial Statements” at “Item 8. Financial Statements and Supplementary Data” herein. |
b. | Exhibits: The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K. |
10.8 |
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31.1 |
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32.1 |
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101.INS |
Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.* | |
101.SCH |
Inline XBRL Taxonomy Extension Schema Document.* | |
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document.* | |
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document.* | |
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document.* | |
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document.* | |
104 |
Cover page formatted as Inline XBRL and contained in Exhibit 101.* |
* |
Filed herewith |
** |
Furnished herewith |
Cascadia Acquisition Corp. | ||||||
Date: March 31, 2022 | By: | /s/ Jamie Boyd | ||||
Name: Jamie Boyd | ||||||
Title: Chief Executive Officer and Chief Financial Officer |
Name |
Position |
Date | ||
/s/ Michael Butler |
Chairman of the Board | March 31, 2022 | ||
Michael Butler | ||||
/s/ Jamie Boyd |
Chief Executive Officer, Chief Financial Officer and Director | March 31, 2022 | ||
Jamie Boyd | (Principal Executive Officer and Principal Accounting Officer) | |||
/s/ Edgar Lee |
Director | March 31, 2022 | ||
Edgar Lee | ||||
/s/ Scott Prince |
Director | March 31, 2022 | ||
Scott Prince | ||||
/s/ Arun Venkatadri |
Director | March 31, 2022 | ||
Arun Venkatadri |
Page |
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F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 |
ASSETS |
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Current assets |
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Cash |
$ | |||
Prepaid expenses |
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Total current assets |
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Investments Held in Trust Account |
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Total assets |
$ | |||
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LIABILITIES |
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Current liabilities |
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Accrued expenses |
$ | |||
Accrued offering costs |
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Franchise tax payable |
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Total current liabilities |
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Non-current liabilities |
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Deferred underwriter fee payable |
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Warrant liability |
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Total non-current liabilities |
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Total liabilities |
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Commitments and contingencies |
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Redeemable Class A common stock, $ |
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STOCKHOLDERS’ DEFICIT |
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Preferred stock, $ |
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Class A Common Stock; $ |
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Class B Common Stock; $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ||
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|
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Total Stockholders’ Deficit |
( |
) | ||
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Total Liabilities, Redeemable Class A Common Stock and Stockholders’ Deficit |
$ | |||
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General and administrative expenses |
$ | |||
Franchise tax expense |
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Loss from operations |
( |
) | ||
Other income (expense) |
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Dividend income earned on marketable securities held in Trust Account |
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Change in fair value of warrant liabilities |
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Offering costs associated with warrant liabilities |
( |
) | ||
Other income, net |
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Net income allocable to common stockholders |
$ | |||
Weighted average of shares outstanding of Class A redeemable common shares, basic and diluted |
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Basic and diluted net loss per share, Class A redeemable common shares |
$ | ( |
) | |
Weighted average of shares of Class B non-redeemable common shares |
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Basic and diluted net loss per share, Class B non-redeemable common shares |
$ | ( |
) | |
Stockholders’ Equity (Deficit) |
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Redeemable Class A Common Stock |
Class B Common Stock |
Additional paid-in capital |
Accumulated deficit |
Total stockholder’s equity (deficit) |
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Shares |
Amount |
Shares |
Amount |
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Balance, February 16, 2021 (inception) |
$ |
$ |
$ |
$ |
$ |
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Issuance of Class B common stock to Sponsor |
— | — | — | |||||||||||||||||||||||||
Sale of units in initial public offering, less allocation to warrant liabilities, gross |
— | — | — | — | — | |||||||||||||||||||||||
Offering costs |
— | ( |
) | — | — | — | — | — | ||||||||||||||||||||
Private placement of warrants, includes excess cash received of $ |
— | — | — | — | ||||||||||||||||||||||||
Forfeiture of Class B shares due to non-exercise of over-allotment option |
( |
) | ( |
) | — | — | ||||||||||||||||||||||
Deemed dividend to Class A Stockholders |
— | — | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance, December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Cash Flows from Operating Activities |
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Net income |
$ | |||
Adjustments to reconcile net income to net cash used in operating activities: |
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Dividend income earned on marketable securities held in Trust Account |
( |
) | ||
Change in fair value of warrant liabilities |
( |
) | ||
Offering costs associated with warrant liabilities |
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Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | ||
Accrued expenses |
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Franchise tax payable |
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|
|
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Net cash used in operating activities |
( |
) | ||
|
|
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Cash Flows from Investing Activities |
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Purchases of marketable securities in Trust Account |
( |
) | ||
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|
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Net cash used in investing activities |
( |
) | ||
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|
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Cash Flows from Financing Activities |
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Proceeds from issuance of Class B common stock to Sponsor |
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Proceeds from Sponsor note |
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Repayment of Sponsor note |
( |
) | ||
Proceeds received from initial public offering, gross |
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Proceeds received from private placement |
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Offering costs paid |
( |
) | ||
|
|
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Net cash provided by financing activities |
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Net increase in Cash |
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Cash - Beginning of period |
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Cash - End of period |
$ | |||
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Supplemental disclosures of non-cash activities: |
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Offering costs included in accrued offering costs |
$ | |||
|
|
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Deferred underwriting commissions |
$ | |||
|
|
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Deemed dividend to Class A stockholders |
$ | |||
|
|
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
For the period from February 16, 2021 (inception) through December 31, 2021 |
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Class A | Class B | |||||||
Basic and diluted net loss per common share |
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Numerator: |
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Allocation of net loss, as adjusted |
$ | ( |
) | $ | ( |
) | ||
Denominator: |
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Basic and diluted weighted average common shares outstanding |
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Basic and diluted net loss per common share |
$ | ( |
) | $ | ( |
) |
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the closing price of the common stock equals or exceeds $ |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Assets: |
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Investments held in Trust Account—Treasury Securities |
$ | $ | $ | |||||||||
Liabilities: |
||||||||||||
Public Warrants |
$ | $ | $ | |||||||||
Private Placement Warrants |
$ | $ | $ | |
Inputs |
Public Warrants |
Private Placement Warrants |
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Exercise price |
$ | $ | ||||||
Stock price at issuance date |
$ | $ | ||||||
Expected term (years) |
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Probability of acquisition |
% | % | ||||||
Volatility |
|
and merger |
|
% | ||||
Risk-free rate |
% | % |
Warrant liabilities measured with level 3 inputs at February 16, 2021 (inception) |
$ | |||
Issuance of public and private warrants at August 30, 2021 |
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Change in fair value of warrant liabilities |
||||
Warrant liabilities measured with level 3 inputs at September 30, 2021 |
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Transfer of Public Warrants to Level 1 |
( |
) | ||
Transfer of Private Placement Warrants to Level 2 |
( |
) | ||
Warrant liabilities measured with level 3 Inputs at December 31, 2021 |
$ | |||
December 31, 2021 |
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Federal: |
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Current |
$ | |||
Deferred |
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State: |
||||
Current |
||||
Deferred |
||||
Change in valuation allowance |
( |
) | ||
Income tax provision |
$ | |||
December 31, 2021 |
||||
Statutory federal income tax rate |
% | |||
Change in fair value of warrant liability |
( |
)% | ||
Transaction costs allocated to warrant liability |
% | |||
Change in valuation allowance |
% | |||
Income tax provision |
% | |||
December 31, 2021 |
||||
Deferred tax asset |
||||
Organizational costs/Startup expenses |
$ | |||
Federal Net Operating loss |
||||
|
|
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Total deferred tax asset |
||||
Valuation allowance |
( |
) | ||
|
|
|||
Deferred tax asset, net of allowance |
$ | |||
|
|