UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~April 7~~May 3, 2023

Cascadia Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-40762

86-2105250

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

1000 2nd Avenue, Suite 1200

Seattle, Washington 98104

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (206) 436-2550

Not Applicable

(Former name or former address, if changed since last report)

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:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	TradingSymbol(s)	Name of each ~~exchange~~exchangeon 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

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.

Emerging growth company ☒

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 13.0201 ~~Termination~~Notice of ~~Material~~Delisting ~~Definitive~~or ~~Agreement.~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

AsOn ~~previously disclosed, on February~~May 53, 2023, Cascadia Acquisition Corp., a Delaware corporation (the “Company”), ~~entered~~received ~~into~~ a ~~definitive~~letter ~~Business~~(the ~~Combination~~“Letter”) ~~Agreement~~from (the ~~“Business~~staff ~~Combination~~at ~~Agreement~~The Nasdaq Stock Market LLC (“Nasdaq”) ~~with~~notifying ~~CAC~~the ~~MergerSub,~~Company ~~Inc.~~that, afor ~~Washington~~the ~~corporation,~~30 ~~and~~consecutive ~~RealWear,~~trading ~~Inc.~~days prior to the date of the Letter, athe ~~Washington~~Company’s ~~corporation~~Minimum Value of Listed Securities (“~~RealWear~~MVLS”) was below the minimum of $50 million required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A). The Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq.

OnIn ~~April~~accordance with Nasdaq listing rule 5810(c)(3)(C), the Company has 180 calendar days, or until October 730, 2023, ~~the~~to ~~Business~~regain ~~Combination~~compliance. ~~Agreement~~The ~~was~~Letter ~~terminated~~notes ~~pursuant~~that to ~~Section~~regain compliance, the Company’s MVLS must close at or above $50 ~~7.1(f)~~million ~~thereof~~for (a minimum of ten consecutive business days during the ~~“Termination”)~~compliance period, which ends October 30, 2023. NoThe ~~party~~Letter ~~will~~further benotes ~~required~~that if the Company is unable to ~~pay~~satisfy athe ~~termination~~MVLS ~~fee~~requirement asprior ato ~~result~~such date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that the ~~Termination~~Company then satisfies the requirements for continued listing on that market).

~~The~~If ~~termination of~~ the ~~Business~~Company ~~Combination~~does ~~Agreement~~not ~~also~~regain ~~terminates~~compliance ~~and~~by ~~makes~~October 30, ~~void~~2023, ~~the~~Nasdaq ~~Sponsor~~staff ~~Letter~~will ~~Agreement,~~provide ~~the~~written ~~Transaction~~notice ~~Support~~to ~~Agreement, and~~ the ~~Supporting~~ Company ~~Shareholders~~that ~~Lock-up~~its ~~Agreement~~securities ~~(each~~are assubject ~~defined~~to indelisting. ~~the~~At ~~Business~~that ~~Combination Agreement)~~time, ~~each~~the ofCompany ~~which~~may ~~was~~appeal ~~executed~~any ~~concurrently~~such ~~with~~delisting ~~the~~determination ~~Business~~to ~~Combination~~a ~~Agreement~~hearings panel.

The ~~foregoing~~Company ~~description~~intends ofto ~~the~~actively ~~Business~~monitor ~~Combination~~the ~~Agreement~~Company’s isMVLS ~~not~~between ~~complete~~now and isOctober 30, ~~qualified~~2023, inand ~~its~~may, ~~entirety~~if byappropriate, ~~reference~~evaluate available options to ~~and~~resolve the ~~terms~~deficiency and ~~conditions~~regain ofcompliance with the ~~Business~~MVLS ~~Combination~~requirement. ~~Agreement,~~While athe ~~copy~~Company is exercising diligent efforts to maintain the listing of ~~which~~its ~~was~~securities ~~previously~~on ~~filed~~Nasdaq, asthere ~~Exhibit~~can ~~2.1~~be tono assurance that the Company’s ~~Current~~will ~~Report~~be onable ~~Form~~to ~~8-K~~regain onor ~~February 6,~~maintain ~~2023.~~compliance with Nasdaq listing standards.

Item 7.01 Regulation FD Disclosure.

On April 11, 2023, the Company issued a press release announcing the termination of the Business Combination Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release dated April 11, 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: April 11, 2023

CASCADIA ACQUISITION CORP.

Date: May 9, 2023

CASCADIA ACQUISITION CORP.

/s/ Jamie Boyd

Jamie Boyd

Chief Executive Officer

Filing Compare · Cascadia Acquisition Corp.