Cascadia Acquisition Corp. *
The below-announced combination was terminated on 4/11/23. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.
PROPOSED BUSINESS COMBINATION: RealWear, Inc. [TERMINATED on 4/11/23 – LINK]
ENTERPRISE VALUE: $375.5 million
ANTICIPATED SYMBOL: TBD
Cascadia Acquisition Corp. and RealWear, Inc., a leading industrial wearable technology solution company, have entered into a definitive business combination agreement that is expected to result in RealWear becoming a publicly traded company.
RealWear provides wearable assisted reality solutions to frontline professionals to engage, empower, and elevate the modern industrial worker to be more efficient and perform work tasks more safely and with precision. The Company’s assisted reality tools enable frontline professionals to view, communicate and share documents, diagrams, photos, and video, all while keeping their hands and field-of-view free for the work. As a full-stack offering, RealWear’s SaaS-based cloud platform provides advanced data analytics and real-time technical support to help IT and operations leaders streamline updates and accelerate scaled deployments. With its ruggedized design, form factor and unique modular platform, RealWear devices, including the RealWear Navigator® wearable series, are designed to withstand and perform in the harsh, often challenging environments regularly faced by modern frontline professionals.
LIQUIDATION – 8/24/23 – LINK
- The Company anticipates that the last day of trading in the Class A ordinary shares will be August 31, 2023.
- The per-share redemption price was not mentioned.
EXTENSION – 2/28/23 – LINK
- The SPAC approved the extension from February 28, 2023 to August 31, 2023
- 14,710,805 shares were redeemed at the meeting
- No contribution will be made into the trust account.
TRANSACTION
- The combined company is expected to have a post-transaction enterprise value of $375.5 million.
- CCAI currently has $150 million of cash in trust.
- Cash proceeds to the combined company upon closing of the transaction are expected to consist of remaining cash in trust following any redemptions of CCAI public shares by CCAI public stockholders through the closing of the business combination and up to $35 million of additional financing.
PIPE
- The SPAC anticipates estimated PIPE proceeds of $35M
LOCK-UP
- Company and Sponsor
- 180 days after the Closing Date
EARNOUT
- Company
- RealWear shareholders will be entitled to receive up to an aggregate of 4,170,000 additional Cascadia Shares, contingent upon the achievement of certain stock price targets of Cascadia Shares during the five (5) year period following the Closing.
- 20% will be released at each of the price thresholds: $12, $14, $16, $18, $20
NOTABLE CONDITIONS TO CLOSING
- The sum of the aggregate cash proceeds available for release to Cascadia or Merger Sub from its trust account as of immediately prior to the Closing plus the aggregate cash proceeds actually received in respect of applicable financing transactions (whether on or prior to the date of the Closing) equaling or exceeding $20,000,000.
NOTABLE CONDITIONS TO TERMINATION
- By either Cascadia or RealWear if the Business Combination is not consummated by August 31, 2023
- By either Cascadia or RealWear, if any governmental entity of competent jurisdiction shall have entered, issued, enacted or promulgated an order permanently enjoining or prohibiting or making illegal the consummation of the Merger and such order, law or other legal restraint has become final and non-appealable
- by RealWear if, as of April 6, 2023,
- (a) the aggregate value of shares of Class A common stock of Cascadia that are subject to valid and binding agreements between Cascadia and the holders of such Cascadia Class A Shares pursuant to which such holders have agreed to not redeem such Cascadia Class A Shares in connection with the consummation of the Business Combination plus
- (b) the aggregate purchase price committed to be paid on or prior to the date of the Closing by third-party investors pursuant to executed definitive agreements between Cascadia and such investors in respect of such financing transactions does not equal or exceed $25,000,000; provided that such right to terminate the Business Combination Agreement must be exercised on or before April 13, 2023
ADVISORS
- Cascadia Capital, LLC is serving as financial advisor to CCAI.
- Perkins Coie is serving as legal advisor to CCAI.
- Latham & Watkins is serving as legal advisor to RealWear.
MANAGEMENT & BOARD
Executive Officers
Jamie Boyd, 45
Director, Chief Executive Officer
Mr. Boyd also serves as a Managing Director and investment banker at Cascadia Capital since 2004, where he has advised on billions of dollars of innovative transactions. At Cascadia Capital, Mr. Boyd leads the origination and execution responsibilities for a global client base seeking M&A, capital raise and complex corporate finance advice. He founded and co-leads the firm’s Energy & Applied Technologies practice, in addition to co-founding the firm’s Robotics, Automation & Artificial Intelligence investment banking practice. Prior to joining Cascadia Capital, he was a lawyer practicing corporate securities and M&A law on the East Coast for Dechert LLP, an international specialist law firm. Before entering the legal profession, he was based in Vancouver, Canada with Colliers International, where he advised corporate and institutional clients with respect to significant commercial and residential real estate investment transactions. Mr. Boyd holds a L.L.M. from New York University School of Law, a J.D. from Gonzaga University School of Law and a BComm from Sauder School of Business at the University of British Columbia.
Board of Directors
Michael Butler, 60
Chairman of the Board
Mr. Butler is also Chairman and CEO of Cascadia Capital, which he co-founded in 1999. Mr. Butler has over 35 years of investment banking and mergers and acquisitions experience. Mr. Butler manages the firm and co-leads the firm’s Robotics, Automation & Artificial Intelligence practice and co-founded the firm’s Energy and Applied Technology Practice. Prior to co-founding Cascadia Capital, he served as a Managing Director at Lehman Brothers responsible for global equity sales and equity syndicate. He also served on Lehman Brothers’ Equity Commitment Committee, Equity Syndicate Committee and Private Equity Commitment Committee. Before joining Lehman Brothers, Michael was a Principal with Morgan Stanley & Company, where he was responsible for divisional global product and risk management and was a member of the division’s Operating Committee. Mr. Butler currently serves on the board of directors of Coldstream Capital Management, Inc. and D4DT Inc. Mr. Butler holds an M.B.A in International Finance from the Wharton School of the University of Pennsylvania and a B.A. in Political Science from the University of Washington.
Edgar Lee, 45
Director Nominee
Mr. Lee has worked as a private investor since January 2020, and previously was a senior executive and Portfolio Manager for Oaktree Capital Management from July 2007 to January 2020. Mr. Lee currently serves on the board of directors of Neo Performance Materials (TSX: NEO) and Cloud5 Communications, and previously served on the board of directors of Oaktree Strategic Income II, Sorrento Therapeutics (Nasdaq: SRNE), Nine Entertainment (ASX: NEC) and Charter Communications (Nasdaq: CHTR). He received his B.A. in Economics from Swarthmore College and his MPP from Harvard University.
Scott Prince, 55
Director Nominee
Mr. Prince has been Chief Executive Officer of APS Logistics Holdco, an industrial logistics company, since February 2018; he also served as Chief Executive Officer of Takkion Holdings, a renewables logistics and services company, from January 2020 to June 2021, both of these companies are portfolio companies of funds managed by affiliates of Apollo Global Management, Inc. Mr. Prince was previously President and Chief Executive Officer of Pilot Thomas Logistics and Maxum Petroleum from October 2013 to June 2017, and Operating Partner and Lead Director of Industrial Distribution Group from 2008 until 2013. Mr. Prince has previously served on the boards of several private distribution, logistics, infrastructure, and technology companies. Mr. Prince received his B.A. in Economics and his MBA from Vanderbilt University.
Arun Venkatadri, 39
Director Nominee
Mr. Venkatadri has worked as a Senior Product Manager at Aurora since January 2021. Prior to joining Aurora, Mr. Venkatadri was a Senior Product Manager at Uber ATG/ATC from January 2018 to January 2021, and a Product Manager at Lyft from January 2016 to November 2017. Mr. Venkatadri founded Extremis Ventures in December 2020, and has been an advisor for Buf since January 2020, and advisor at Bloomfield Robotics since January 2021, and an advisor at Gridwise since February 2021. He has also served as an Executive in Residence at Carnegie Mellon University’s School of Computer Science & Tepper School of Business since 2020. Mr. Venkatadri received his MSEE from Columbia University and his B.S. in engineering from SUNY Buffalo.