Cascadia Acquisition Corp. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As approved by its stockholders at the Special Meeting of Stockholders held on February 22, 2023 (the “Special Meeting”), Cascadia Acquisition Corp., a Delaware corporation (the “Cascadia”), filed an amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on February 27, 2023 (the “Charter Amendment”), to (i) extend the date by which Cascadia has to consummate a business combination to August 31, 2023 and (ii) expand the methods that Cascadia may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission (the “SEC”).
The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On February 22, 2023, Cascadia held the Special Meeting. On January 24, 2023, the record date for the Special Meeting, there were 18,750,000 shares of common stock of Cascadia entitled to be voted at the Special Meeting. At the Special Meeting, 14,839,903 shares of common stock of Cascadia, or 79.15% of the shares entitled to vote at the Special Meeting, were represented in person or by proxy.
1. Extension Amendment Proposal
Stockholders approved the proposal to amend Cascadia’s Amended and Restated Certificate of Incorporation to extend the date by which Cascadia must consummate a business combination to August 31, 2023 (the “Extension Amendment Proposal”). Adoption of the Extension Amendment Proposal required approval by the affirmative vote of at least a 65% Cascadia’s outstanding shares of common stock. The voting results were as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON- | |||
| 14,785,214 | 202 | 54,487 | 0 |
2. NTA Requirement Amendment Proposal
Stockholders approved the proposal to amend Cascadia’s Amended and Restated Certificate of Incorporation to expand the methods that Cascadia may employ to not become subject to the “penny stock” rules of the SEC (the “NTA Requirement Amendment Proposal”). Adoption of the NTA Requirement Amendment Proposal required approval by the affirmative vote of at least a 65% Cascadia’s outstanding shares of common stock. The voting results were as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON- | |||
| 14,785,714 | 202 | 53,987 | 0 |
3. Adjournment Proposal
Stockholders approved the proposal to allow the chairperson of the Special Meeting to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies or if otherwise determined by the chairperson of the Special Meeting to be necessary or appropriate (the “Adjournment Proposal”). Adoption of the Adjournment Proposal required approval by the affirmative vote of at least a majority of Cascadia’s outstanding shares represented by virtual attendance or by proxy and entitled to vote thereon at the Special Meeting. The voting results were as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON- | |||
| 14,782,439 | 3,477 | 53,987 | 0 |
| Item 8.01 | Other Events. |
In connection with the approval of the Extension Amendment Proposal described under Item 5.07 of this Current Report on Form 8-K, 14,710,805 shares of Cascadia’s Class A common stock were tendered for redemption.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cascadia Acquisition Corp. dated February 27, 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: February 28, 2023 | CASCADIA ACQUISITION CORP. | |||||
| By: | /s/ Jamie Boyd | |||||
| Name: | Jamie Boyd | |||||
| Title: | Chief Executive Officer | |||||