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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cascadia Acquisition Corporation | NASDAQ:CCAI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 12.32 | 12.27 | 12.34 | 0 | 01:00:00 |
☒ |
QUARTERLY REPORT PURSUANT TO 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
|
Delaware
|
86-2105250
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
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
|
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
(1) |
Includes up to 562,500 of Class B shares that were subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full or in part (See Note 5).
|
For the Period From | ||||||||
For the Three Months |
February 16, 2021
(inception) |
|||||||
Ended September 30,
2021 |
through September 30,
2021 |
|||||||
General and administrative expenses
|
$ | 80,658 | $ | 80,658 | ||||
Formation costs
|
— | 2,500 | ||||||
Franchise tax expenses
|
16,667 | 16,667 | ||||||
|
|
|
|
|||||
Loss from operations
|
(97,325 | ) | (99,825 | ) | ||||
|
|
|
|
|||||
Other expense
|
||||||||
Change in fair value of derivative warrant liabilities
|
(375,000 | ) | (375,000 | ) | ||||
Offering costs associated with derivative warrant liabilities
|
(326,718 | ) | (326,718 | ) | ||||
|
|
|
|
|||||
Total other expense
|
(701,718 | ) | (701,718 | ) | ||||
|
|
|
|
|||||
Net loss allocable to common shareholders
|
$ | (799,043 | ) | $ | (801,543 | ) | ||
|
|
|
|
|||||
Weighted average of shares outstanding of Class A redeemable common shares, basic and diluted
|
15,000,000 | 15,000,000 | ||||||
|
|
|
|
|||||
Basic and diluted net loss per share, Class A redeemable common shares
|
$ | (0.79 | ) | $ | (0.79 | ) | ||
|
|
|
|
|||||
Weighted average of shares of Class B
non-redeemable
common shares (1)
|
3,750,000 | 3,750,000 | ||||||
|
|
|
|
|||||
Basic and diluted net loss per share, Class B
non-redeemable
common shares (1)
|
$ | (0.79 | ) | $ | (0.79 | ) | ||
|
|
|
|
(1) |
Excludes up to 562,500 of Class B shares that were subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full or in part (See Note 5).
|
Stockholders’ Equity (Deficit)
|
||||||||||||||||||||||||||||
Class A Common Stock subject to
possible redemption |
Class B Common Stock
|
Additional
|
Accumulated
|
Total
stockholder’s |
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
paid-in
capital |
deficit
|
equity
(deficit)
|
||||||||||||||||||||||
Balance, February 16, 2021 (inception)
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|||||||
Issuance of Class B common stock to Sponsor (1)
|
— | — | 4,312,500 | 431 | 24,569 | — | 25,000 | |||||||||||||||||||||
Net loss
|
— | — | — | — | (2,500 | ) | (2,500 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, June 30, 2021
|
|
—
|
|
|
0.00
|
|
|
4,312,500
|
|
|
431
|
|
|
24,569
|
|
|
(2,500
|
)
|
|
22,500
|
|
|||||||
Sale of units in initial public offering, less allocation to derivative warrant liabilities, gross
|
15,000,000 | 140,700,000 | — | — | — | — | — | |||||||||||||||||||||
Offering costs
|
— | (8,541,608 | ) | — | — | — | — | |||||||||||||||||||||
Private placement of warrants, includes excess cash received of $1,250,000 over the fair value at issuance date of August 30, 2021
|
— | 3,750,000 | — | — | 1,250,000 | — | 1,250,000 | |||||||||||||||||||||
Deemed dividend to Class A Stockholders
|
— | 14,091,608 | — | — | (1,274,569 | ) | (12,817,039 | ) | (14,091,608 | ) | ||||||||||||||||||
Net loss
|
— | — | — | — | — | (799,043 | ) | (799,043 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, September 30, 2021
|
|
15,000,000
|
|
$
|
150,000,000
|
|
|
4,312,500
|
|
$
|
431
|
|
$
|
—
|
|
$
|
(13,618,582
|
)
|
$
|
(13,618,151
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Includes up to 562,500 of Class B shares that were subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full or in part (See Note 5).
|
Cash Flows from Operating Activities
|
||||
Net loss
|
$ | (801,543 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Change in fair value of derivative warrant liabilities
|
375,000 | |||
Offering costs associated with derivative warrant liabilities
|
326,718 | |||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(781,788 | ) | ||
Accrued expenses
|
34,167 | |||
Franchise tax payable
|
16,667 | |||
|
|
|||
Net cash used in operating activities
|
(830,779 | ) | ||
|
|
|||
Cash Flows from Investing Activities
|
||||
Cash deposited in Trust Account
|
(150,000,000 | ) | ||
|
|
|||
Net cash used in investing activities
|
(150,000,000 | ) | ||
|
|
|||
Cash Flows from Financing Activities
|
||||
Proceeds from issuance of Class B common stock to Sponsor
|
25,000 | |||
Proceeds from Sponsor note
|
123,795 | |||
Repayment of Sponsor note
|
(123,795 | ) | ||
Proceeds received from initial public offering, gross
|
150,000,000 | |||
Proceeds received from private placement
|
5,000,000 | |||
Offering costs paid
|
(3,368,326 | ) | ||
|
|
|||
Net cash provided by financing activities
|
151,656,674 | |||
|
|
|||
Net increase in Cash
|
825,895 | |||
Cash - Beginning of period
|
— | |||
|
|
|||
Cash - End of period
|
$ | 825,895 | ||
|
|
|||
Supplemental disclosures of
non-cash
activities:
|
||||
Offering costs included in accrued offering costs
|
$ | 250,000 | ||
|
|
|||
Deferred underwriting commissions
|
$ | 5,250,000 | ||
|
|
|||
Deemed dividend to Class A stockholders
|
$ | 14,091,608 | ||
|
|
• |
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 Three Months Ended
September 30, 2021 |
For the period from February 16, 2021
(inception) through September 30, 2021 |
|||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net loss per common share
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net loss, as adjusted
|
$ | (11,912,521 | ) | $ | (2,978,130 | ) | $ | (11,914,521 | ) | $ | (2,978,630 | ) | ||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average common shares outstanding
|
15,000,000 | 3,750,000 | 15,000,000 | 3,750,000 | ||||||||||||
Basic and diluted net loss per common share
|
$ | (0.79 | ) | $ | (0.79 | ) | $ | (0.79 | ) | $ | (0.79 | ) |
• |
in whole and not in part;
|
• |
at a price of $0.01 per warrant;
|
• |
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
|
• |
if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on each of 20 trading days within a
30-trading
day
period
commencing after the warrants become exercisable and ending three
trading
days before the Company sends the notice of redemption to the warrant holders.
|
Description
|
Quoted Prices in
Active Markets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant Other
Unobservable
Inputs (Level 3)
|
|||||||||
Assets:
|
||||||||||||
Investments held in Trust Account - Treasury Securities Money Market Fund
|
$ | 150,000,000 | $ | — | $ | — | ||||||
Liabilities:
|
||||||||||||
Public Warrants
|
$ | — | $ | — | $ | 5,775,000 | ||||||
Private Placement Warrants
|
$ | — | $ | — | $ | 3,900,000 |
Inputs
|
Public Warrants
|
Private Placement Warrants
|
||||||
Exercise price
|
$ | 11.50 | $ | 11.50 | ||||
Stock Price at Issuance Date
|
$ | 9.46 | $ | 9.46 | ||||
Expected term (years)
|
6.00 | 6.00 | ||||||
Probability of Acquisition
|
90.00 | % | 90.00 | % | ||||
Volatility
|
|
10
15
|
% pre-merger and
% post-merger
|
14.4 | % | |||
Risk-free rate
|
1.15 | % | 1.15 | % |
Change in fair value of warrant liabilities
|
||||
Derivative warrant liabilities at February 16, 2021 (inception)
|
$ | — | ||
Issuance of public and private warrants at August 30, 2021
|
9,300,000 | |||
Change in fair value of derivative warrant liabilities
|
375,000 | |||
|
|
|||
Derivative warrant liabilities at September 30, 2021
|
$ | 9,675,000 | ||
|
|
* |
Filed herewith
|
** |
Furnished herewith
|
Cascadia Acquisition Corp.
|
||||||
Date: November 15, 2021 | By: |
/s/ Jamie Boyd
|
||||
Name: | Jamie Boyd | |||||
Title: | Chief Executive Officer & Chief Financial Officer | |||||
(Principal Executive Officer) |
1 Year Cascadia Acquisition Chart |
1 Month Cascadia Acquisition Chart |
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