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): ~~May~~August 318, 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	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

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~May~~August 318, 2023, Cascadia Acquisition Corp., a Delaware corporation (the “Company”), received a ~~letter~~written notice (the “~~Letter~~Notice”) from the ~~staff~~Listing atQualifications ~~The~~Staff of the Nasdaq Stock Market ~~LLC~~ (“Nasdaq”) notifying the Company that, ~~for~~it ~~the~~was 30not ~~consecutive~~in ~~trading~~compliance ~~days~~with ~~prior~~Nasdaq toListing ~~the~~Rule ~~date of the Letter, the Company’s Minimum Value of Listed Securities~~ 5250(~~“MVLS”~~c)(1) ~~was~~as ~~below~~it ~~the~~had ~~minimum~~failed ofto ~~$50 million~~timely ~~required~~file ~~for~~its ~~continued~~Quarterly ~~listing~~Report on ~~The~~Form ~~Nasdaq~~10-Q ~~Global~~for ~~Market~~the ~~pursuant~~quarter toended ~~Nasdaq~~June 30, ~~Listing Rule 5450(b)(2)(A)~~2023. The ~~Letter~~Notice ~~is only a notification of deficiency, not of imminent delisting, and~~ has no ~~current~~immediate effect on the listing ~~or trading~~ of the Company’s ~~securities~~stock on the Nasdaq Global Market.

InThe ~~accordance with Nasdaq listing rule 5810(c)(3)(C), the~~ Company has ~~180 calendar days, or~~ until October 302, 2023, to ~~regain~~provide ~~compliance.~~Nasdaq ~~The~~with ~~Letter~~a ~~notes~~specific ~~that~~plan to regain compliance, ~~the~~with ~~Company’s MVLS must close at or above $50 million for a minimum of ten consecutive business days during~~ the ~~compliance~~foregoing ~~period,~~listing ~~which~~requirement. ~~ends October 30~~However, ~~2023.~~as ~~The~~disclosed ~~Letter~~in ~~further~~Item ~~notes~~8.01 ~~that~~below, if the Company isplans ~~unable~~ to ~~satisfy the MVLS requirement prior to such date~~liquidate, ~~the~~and ~~Company may be eligible to transfer the listing of~~ its securities towill ~~The~~not ~~Nasdaq~~continue ~~Capital~~to ~~Market~~be ~~(provided~~listed ~~that~~on ~~the~~Nasdaq ~~Company~~subsequent ~~then~~to ~~satisfies~~such ~~the requirements for continued listing on that market)~~liquidation.

~~If the Company does not regain compliance by October~~Item ~~30, 2023, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting~~8.01 AtOther ~~that time, the Company may appeal any such delisting determination to a hearings panel~~Events.

~~The~~On ~~Company~~August 24, ~~intends~~2023, tothe ~~actively~~Company ~~monitor~~issued ~~the~~a ~~Company’s~~press ~~MVLS~~release ~~between~~announcing ~~now~~it ~~and~~will ~~October 30,~~redeem ~~2023,~~all ~~and~~of ~~may,~~its ifoutstanding ~~appropriate,~~shares ~~evaluate~~of ~~available~~Class A ~~options~~common tostock, ~~resolve~~effective ~~the~~as ~~deficiency~~of ~~and~~the ~~regain~~close ~~compliance~~of ~~with~~business ~~the~~on ~~MVLS~~August 31, ~~requirement.~~2023, ~~While~~because the Company iswill ~~exercising~~not ~~diligent~~consummate ~~efforts~~an toinitial ~~maintain~~business combination within the ~~listing~~time ofperiod required by its ~~securities~~Amended onand ~~Nasdaq,~~Restated ~~there~~Certificate ~~can~~of beIncorporation. noA ~~assurance~~copy ~~that~~of the ~~Company~~press ~~will~~release beis ~~able~~attached tohereto ~~regain~~as orExhibit ~~maintain~~99.1 ~~compliance~~and ~~with~~is ~~Nasdaq~~incorporated ~~listing~~herein ~~standards~~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: May 9, 2023

CASCADIA ACQUISITION CORP.

Date: August 24, 2023

CASCADIA ACQUISITION CORP.

/s/ Jamie Boyd

Jamie Boyd

Chief Executive Officer

Filing Compare · Cascadia Acquisition Corp.