10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number:

001-40762

CASCADIA ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		86-2105250
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1000 2

Avenue, Suite 1200

Seattle, Washington 98104

(Address of principal executive offices)

(206)

436-2550

(Issuer’s telephone number)

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☒ No ☐

As of November 15, 2021, 15,000,000 shares of Class A common stock, par value $0.0001 per share, and 3,750,000 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.


	Page
Part I. Financial Information
Item 1. Financial Statements (Unaudited)		1
Balance Sheet as of September 30, 2021 (Unaudited)		1
Statement of Operations for the Three Months Ended September 30, 2021 and for the period from February 16, 2021 (inception) through September 30, 2021 (Unaudited)		2
Statement of Changes in Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) for the Three Months ended September 30, 2021 and for the period from February 16, 2021 (inception) through September 30, 2021 (unaudited)		3
Statement of Cash Flows for the period from February 16, 2021 (inception) through September 30, 2021 (Unaudited)		4
Notes to Unaudited Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		20
Item 4. Controls and Procedures		20
Part II. Other Information
Item 1. Legal Proceedings		21
Item 1A. Risk Factors		21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 3. Defaults Upon Senior Securities		21
Item 4. Mine Safety Disclosures		21
Item 5. Other Information		21
Item 6. Exhibits		22
Part III. Signatures		23


ASSETS
ASSETS
Current assets
Cash	$	825,895
Prepaid expenses		781,788

Total current assets		1,607,683
Investments Held in Trust Account		150,000,000

Total assets	$	151,607,683

LIABILITIES, REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDER’S DEFICIT
LIABILITIES
Current liabilities
Accrued expenses	$	34,167
Accrued offering costs		250,000
Franchise tax payable		16,667

Total current liabilities		300,834

Non-current liabilities
Deferred underwriter fee payable		5,250,000
Warrant liability		9,675,000

Total non-current liabilities		14,925,000

Total liabilities		15,225,834

Commitments and contingencies
Redeemable Class A Common stock
Redeemable Class A common stock, $0.0001 par value; 100,000,000 shares authorized, 15,000,000 shares issued and outstanding subject to possible redemption, at redemption value		150,000,000

STOCKHOLDER’S DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—
Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding		—
Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 4,312,500 issued and outstanding (1)		431
Additional paid-in capital		—
Accumulated deficit		(13,618,582	)

Total Stockholder’s Deficit		(13,618,151	)

Total Liabilities, Redeemable Class A Common Stock and Stockholder’s Deficit	$	151,607,683


				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	)


						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	)


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


	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	)


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


No.		Description of Exhibit

3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40762) filed on August 31, 2021).

3.2		Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (Registration No. 333-258515) filed on August 5, 2021).

4.1		Warrant Agreement, dated August 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-40762) filed on August 31, 2021).

10.1		Letter Agreement, dated August 25, 2021, by and among the Company, its officers and directors and the Sponsor, Cascadia Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-40762) filed on August 31, 2021).

10.2		Investment Management Trust Agreement, dated August 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-40762) filed on August 31, 2021).

10.3		Registration Rights Agreement, dated August 25, 2021, by and between the Company, the Sponsor and the holders signatory thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-40762) filed on August 31, 2021).

10.4		Private Placement Warrants Purchase Agreement, dated August 25, 2021, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-40762) filed on August 31, 2021).

10.5		Services Agreement, dated August 25, 2021, by and between the Company and Cascadia Capital holdings, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-40762) filed on August 31, 2021).

31.1*		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.

32.1**		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

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.


	Cascadia Acquisition Corp.

Date: November 15, 2021	By:	/s/ Jamie Boyd
	Name:	Jamie Boyd
	Title:	Chief Executive Officer & Chief Financial Officer
		(Principal Executive Officer)

SEC Form 10-Q filed by Cascadia Acquisition Corp.