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Name | Symbol | Market | Type |
---|---|---|---|
Cascadia Acquisition Corporation | NASDAQ:CCAIU | NASDAQ | Trust |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 12.33 | 11.52 | 13.06 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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.
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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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 18, 2023, Cascadia Acquisition Corp., a Delaware corporation (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Staff of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) as it had failed to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023. The Notice has no immediate effect on the listing of the Company’s stock on the Nasdaq Global Market.
The Company has until October 2, 2023 to provide Nasdaq with a specific plan to regain compliance with the foregoing listing requirement. However, as disclosed in Item 8.01 below, the Company plans to liquidate, and its securities will not continue to be listed on Nasdaq subsequent to such liquidation.
Item 8.01 Other Events.
On August 24, 2023, the Company issued a press release announcing it will redeem all of its outstanding shares of Class A common stock, effective as of the close of business on August 31, 2023, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Company expects that the last day of trading of its Class A common stock, units and warrants on The Nasdaq Stock Market LLC will be August 31, 2023, following which the Company expects that Nasdaq will file a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) to delist its securities. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities and Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1 | Press Release dated August 24, 2023 | |
104 | Cover Page Interactive Data File (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: August 24, 2023 | CASCADIA ACQUISITION CORP. | |||||
By: | /s/ Jamie Boyd | |||||
Name: | Jamie Boyd | |||||
Title: | Chief Executive Officer |
Exhibit 99.1
Cascadia Acquisition Corp. Announces It Will Redeem Its Public Shares and Not Consummate an Initial Business Combination
SEATTLE, WA August 24, 2023 Cascadia Acquisition Corp. (Nasdaq: CCAI) (Cascadia), a blank-check company formed for the purpose of acquiring or merging with one or more businesses, today announced that it intends to dissolve and liquidate following the provisions of its Amended and Restated Certificate of Incorporation (as amended, the Certificate of Incorporation) because Cascadia will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation. Cascadia will redeem all of its outstanding shares of Class A common stock, par value $0.0001 (the Public Shares), effective as of the close of business on August 31, 2023.
Consistent with the provisions of the Certificate of Incorporation, in connection with its dissolution and liquidation, Cascadia will, subject in each case to Cascadias obligations under the Delaware General Corporation Law to provide for claims of creditors and other requirements of applicable law:
(i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) 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), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the holders of the Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and Cascadias board of directors in accordance with applicable law, dissolve and liquidate (collectively, the Liquidation).
Net of taxes and dissolution expenses, Cascadia currently expects the per-share redemption price for the public shares will be approximately $12.34 (as finally determined, the Redemption Amount).
As of the close of business on August 31, 2023, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.
Cascadia expects the Redemption Amount will be paid within 10 business days of August 31, 2023 to the beneficial owners of Public Shares held in street name without any required action on their part, and to record holders of Public Shares after delivery of their Public Shares to Cascadias transfer agent, Continental Stock Transfer & Trust Company, on or after August 31, 2023.
Cascadia anticipates that the Public Shares will cease trading as of the close of business on August 31, 2023. After August 31, 2023, Cascadia will cease all operations except for those required to wind up its business.
There will be no redemption rights or liquidating distributions with respect to Cascadias warrants, which will expire worthless. Cascadias sponsor, directors and each member of Cascadias management team have waived their redemption rights and rights to liquidating distributions with respect to all of their shares of Cascadias Class B common stock.
Cascadia expects that The Nasdaq Stock Market LLC (Nasdaq) will file a Form 25 with the United States Securities and Exchange Commission (the SEC) to delist its securities. Cascadia thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
Cascadia also announced today that it received a notice (the Notice) from the Listing Qualifications Department of Nasdaq stating that Cascadia is not in compliance with Nasdaq Listing Rule 5250(c)(1) because Cascadia failed to timely file with the SEC its Quarterly Report on Form 10-Q for the period ended June 30, 2023. The Notice has no immediate effect on the listing or trading of Cascadias securities on the Nasdaq Global Market. However, Cascadias securities will not continue to be listed on Nasdaq subsequent to the Liquidation.
About Cascadia Acquisition Corp.
Cascadia Acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a merger, stock purchase or similar business combination with one or more businesses. Cascadia is sponsored by an affiliate of Cascadia Capital, LLC, an investment banking financial advisor to entrepreneurs, boards of directors and business owners. Cascadia has concentrated its initiatives on sourcing business combination opportunities in industry sectors that are being fundamentally reshaped by the introduction of advanced technologies, commonly referred to as Industry 4.0.
Forward-Looking Statements
This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as believe, may, will, estimate, continue, anticipate, intend, expect, should, would, plan, predict, potential, seem, seek, future, outlook, project, anticipate, will likely result and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this press release, including those regarding the terms of Cascadias initial business combination. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the management of Cascadia and are not predictions of actual performance.
Contact:
Jamie Boyd
Chief Executive Officer
Cascadia Acquisition Corp.
T: +1 206 436 2550
jboyd@cascadiaacquisitioncorp.com
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