false 0001846968 0001846968 2023-04-07 2023-04-07 0001846968 ccai:UnitsEachConsistingOfOneShareOfClassACommonStock0.0001ParValueAndOneHalfOfOneRedeemableWarrantMember 2023-04-07 2023-04-07 0001846968 us-gaap:CommonStockMember 2023-04-07 2023-04-07 0001846968 ccai:RedeemableWarrantsMember 2023-04-07 2023-04-07

 

 

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): April 7, 2023

 

 

Cascadia Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40762   86-2105250
(State or other jurisdiction
of incorporation)		  

(Commission

File Number)

   (IRS Employer
Identification No.)

1000 2nd Avenue, Suite 1200

Seattle, Washington 98104

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (206) 436-2550

Not Applicable

(Former name or former address, if changed since last report)

 

 

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
Symbol(s)

  

Name of each exchange

on which registered

Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one Redeemable Warrant   CCAIU   The Nasdaq Stock Market LLC
Shares of Class A common stock   CCAI   The Nasdaq Stock Market LLC
Redeemable Warrants   CCAIW   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 1.02

Termination of Material Definitive Agreement.

As previously disclosed, on February 5, 2023, Cascadia Acquisition Corp., a Delaware corporation (the “Company”) entered into a definitive Business Combination Agreement (the “Business Combination Agreement”) with CAC MergerSub, Inc., a Washington corporation, and RealWear, Inc., a Washington corporation (“RealWear”).

On April 7, 2023, the Business Combination Agreement was terminated pursuant to Section 7.1(f) thereof (the “Termination”). No party will be required to pay a termination fee as a result of the Termination.

The termination of the Business Combination Agreement also terminates and makes void the Sponsor Letter Agreement, the Transaction Support Agreement, and the Supporting Company Shareholders Lock-up Agreement (each as defined in the Business Combination Agreement), each of which was executed concurrently with the Business Combination Agreement.

The foregoing description of the Business Combination Agreement is not complete and is qualified in its entirety by reference to and the terms and conditions of the Business Combination Agreement, a copy of which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K on February 6, 2023.

 

Item 7.01

Regulation FD Disclosure.

On April 11, 2023, the Company issued a press release announcing the termination of the Business Combination Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

   

Description

99.1    Press Release dated April 11, 2023
104    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURES

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.

 

Date: April 11, 2023   CASCADIA ACQUISITION CORP.
    By:  

/s/ Jamie Boyd

    Name:   Jamie Boyd
    Title:   Chief Executive Officer
Cascadia Acquisition (NASDAQ:CCAIU)
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