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 March 31, 2022

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

For the transition period from

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 2nd 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 May 12, 2022, 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

Unaudited Balance Sheets as of March 31, 2022 and December 31, 2021		1

Unaudited Statements of Operations for the three months ended March 31, 2022 and period from February 16, 2021 (inception) through March 31, 2021		2

Unaudited Statements of Changes in Redeemable Class A Common Stock and Stockholders’ Equity (Deficit) for the three months ended March 31, 2022 and period from February 16, 2021 (inception) through March 31, 2021		3

Unaudited Statements of Cash Flows for the three months ended March 31, 2022 and period from February 16, 2021 (inception) through March 31, 202		4

Notes to Unaudited Financial Statements		5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18

Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		22

Item 4. Controls and Procedures		23

Part II. Other Information

Item 1. Legal Proceedings		24

Item 1A. Risk Factors		24

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		24

Item 3. Defaults Upon Senior Securities		24

Item 4. Mine Safety Disclosures		24

Item 5. Other Information		24

Item 6. Exhibits		24

Part III. Signatures		26


	March 31, 2022 (Unaudited)			December 31, 2021
ASSETS
Current assets
Cash	$	231,610		$	650,409
Prepaid expenses		596,394			698,366

Total current assets		828,004			1,348,775
Investments Held in Trust Account		150,022,693			150,001,689

Total assets	$	150,850,697		$	151,350,464

LIABILITIES, REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current liabilities
Accrued expenses	$	20,500		$	86,813
Accrued offering costs		250,000			250,000
Franchise tax payable		50,000			174,845

Total current liabilities		320,500			511,658

Non-current liabilities
Deferred underwriter fee payable		5,250,000			5,250,000
Warrant liability		4,425,000			6,500,000

Total non-current liabilities		9,675,000			11,750,000

Total liabilities		9,995,500			12,261,658

Commitments and contingencies
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			150,000,000

STOCKHOLDERS’ 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, excluding 15,000,000 shares subject to possible redemption		—			—
Class B Common Stock; $0.0001 par value; 10,000,000 shares authorized; 3,750,000 issued and outstanding		375			375
Additional paid-in capital		—			—
Accumulated deficit		(9,145,178	)		(10,911,569	)

Total Stockholders’ Deficit		(9,144,803	)		(10,911,194	)

Total Liabilities, Redeemable Class A Common Stock and Stockholders’ Deficit	$	150,850,697		$	151,350,464


				For the Period From
	For the Three Months			February 16, 2021 (inception)
	Ended March 31, 2022			through March 31, 2021
General and administrative expenses	$	279,613		$	2,500
Franchise tax expense		50,000			—

Loss from operations		(329,613	)		(2,500	)

Other income
Unrealized gain on investments held in Trust Account		21,004			—
Change in fair value of warrant liabilities		2,075,000			—

Total other income		2,096,004			—

Net income (loss) allocable to common stockholders	$	1,766,391		$	(2,500	)

Weighted average of shares outstanding of Class A redeemable common shares, basic and diluted		15,000,000			—

Basic and diluted net income per share, Class A redeemable common shares	$	0.09		$	—

Weighted average of shares of Class B non-redeemable common shares (1)		3,750,000			3,750,000

Basic and diluted net income (loss) per share, Class B non-redeemable common shares	$	0.09		$	(0.00	)


					Stockholders’ Equity (Deficit)
	Redeemable Class A Common Stock				Class B Common Stock				Additional		Accumulated			Total stockholder’s
	Shares		Amount		Shares		Amount		paid-in capital		deficit			equity (deficit)
Balance at 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 at March 31, 2021		—	$	—		4,312,500	$	431	$	24,569	$	(2,500	)	$	22,500

Balance at December 31, 2021		15,000,000	$	150,000,000		3,750,000	$	375	$	—	$	(10,911,569	)	$	(10,911,194	)
Net income		—		—		—		—		—		1,766,391			1,766,391

Balance at March 31, 2022		15,000,000	$	150,000,000		3,750,000	$	375	$	—	$	(9,145,178	)	$	(9,144,803	)


				For the Period From
	For the Three Months			February 16, 2021 (inception)
	Ended March 31, 2022			through March 31, 2021
Cash Flows from Operating Activities
Net income (loss)	$	1,766,391		$	(2,500	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Unrealized gain on investments held in Trust Account		(21,004	)		—
Change in fair value of warrant liabilities		(2,075,000	)		—
Changes in operating assets and liabilities:
Prepaid expenses		101,972			—
Accrued expenses		(66,313	)		2,500
Franchise tax payable		(124,845	)		—

Net cash used in operating activities		(418,799	)		—

Cash Flows from Financing Activities
Proceeds from issuance of Class B common stock to Sponsor		—			25,000
Proceeds from Sponsor note		—			48,600
Repayment of Sponsor note		—			(48,600	)

Net cash provided by financing activities		—			25,000

Net increase (decrease) in cash		(418,799	)		25,000

Cash—Beginning of period		650,409			—

Cash—End of period	$	231,610		$	25,000
Supplemental disclosures of non-cash activities:
Offering costs included in accrued offering costs	$	—		$	233,000


	For the three months ended March 31, 2022				For the period from February 16, 2021 (Inception) through March 31, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss)	$	1,413,113	$	353,278	$	—	$	(2,500	)
Denominator:
Basic and diluted weighted average common shares outstanding		15,000,000		3,750,000		—		3,750,000
Basic and diluted net income (loss) per common share	$	0.09	$	0.09	$	—	$	(0.00	)


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	$	150,022,693	$	—	$	—
Liabilities:
Public Warrants	$	2,775,000	$	—	$	—
Private Placement Warrants	$		$	1,650,000	$	—


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).

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: May 16, 2022	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.