Sec Form 13G Filing - Cascadia Acquisition Sponsor LLC filing for Cascadia Acquisition Corp. (CCAIU) - 2022-02-17

13d-1(b)

13d-1(c)

13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  Cascadia Acquisition Sponsor LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,737,500 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,737,500 ⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,737,500 ⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  14.6% ⁽²⁾

  TYPE OF REPORTING PERSON (See Instructions)

  OO

Reflects 2,737,500 shares of Class A common stock of Cascadia Acquisition Corp. (the “Company”), par value $0.0001 per share (“Class A Common Stock”), issuable upon conversion of 2,737,500 shares of Class B common stock of the Company, par value $0.0001 per share (“Class B Common Stock”). The Class B Common Stock will automatically convert into Class A Common Stock at the time of the Company’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, and have no expiration date. Cascadia Acquisition Sponsor LLC (the “Sponsor”) is the record holder of the shares reported herein. The Sponsor is managed by its managers, Michael Butler, Chairman of the Board of the issuer, and Jamie Boyd, Chief Executive Officer of the issuer. Mr. Butler and Mr. Boyd have joint voting and investment discretion with respect to the common stock held by the Sponsor. As such, each of Mr. Butler and Mr. Boyd may be deemed to share beneficial ownership of the Class B Common Stock held directly by the Sponsor.

The calculation assumes that there is a total of 18,750,000 Class A Common Stock outstanding, which is the sum of (i) the 15,000,000 Class A Common Stock outstanding as of November 15, 2021, as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (the “Report”), and (ii) the 3,750,000 Class A Common Stock issuable upon conversion of the Class B Common Stock, including the 2,737,500 shares of Class B Common Stock held by the Sponsor, as reported herein.

  NAMES OF REPORTING PERSONS

  Michael Butler

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,737,500 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,737,500 ⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,737,500 ⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY A MOUNT IN ROW (9)

  14.6% ⁽²⁾

  TYPE OF REPORTING PERSON (See Instructions)

  IN

Reflects 2,737,500 shares of Class A common stock of the Company, par value $0.0001 per share, issuable upon conversion of 2,737,500 shares of Class B Common stock of the Company, par value $0.0001 per share. The Class B Common Stock will automatically convert into Class A Common Stock at the time of the Company’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, and have no expiration date. Cascadia Acquisition Sponsor LLC (the “Sponsor”) is the record holder of the shares reported herein. The Sponsor is managed by its managers, Mr. Butler, Chairman of the Board of the issuer, and Jamie Boyd, Chief Executive Officer of the issuer. Mr. Butler and Mr. Boyd have joint voting and investment discretion with respect to the common stock held by the Sponsor. As manager of the Sponsor, Mr. Butler may be deemed to share beneficial ownership of the Class B Common Stock held directly by the Sponsor.

The calculation assumes that there is a total of 18,750,000 Class A Common Stock outstanding, which is the sum of (i) the 15,000,000 Class A Common Stock outstanding as of November 15, 2021, as reported in the Report, and (ii) the 3,750,000 Class A Common Stock issuable upon conversion of the Class B Common Stock, including the 2,737,500 shares of Class B Common Stock held by the Sponsor, as reported herein.

  NAMES OF REPORTING PERSONS

  Jamie Boyd

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,737,500 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  2,737,500 ⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,737,500 ⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  14.6% ⁽²⁾

  TYPE OF REPORTING PERSON (See Instructions)

  IN

Reflects 2,737,500 shares of Class A common stock of the Company, par value $0.0001 per share, issuable upon conversion of 2,737,500 shares of Class B Common stock of the Company, par value $0.0001 per share. The Class B Common Stock will automatically convert into Class A Common Stock at the time of the Company’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, and have no expiration date. Cascadia Acquisition Sponsor LLC (the “Sponsor”) is the record holder of the shares reported herein. The Sponsor is managed by its managers, Mr. Boyd, Chief Executive Officer of the issuer, and Michael Butler, Chairman of the Board of the issuer. Mr. Boyd and Mr. Butler have joint voting and investment discretion with respect to the common stock held by the Sponsor. As manager of the Sponsor, Mr. Boyd may be deemed to share beneficial ownership of the Class B Common Stock held directly by the Sponsor.

The calculation assumes that there is a total of 18,750,000 Class A Common Stock outstanding, which is the sum of (i) the 15,000,000 Class A Common Stock outstanding as of November 15, 2021, as reported in the Report, and (ii) the 3,750,000 Class A Common Stock issuable upon conversion of the Class B Common Stock, including the 2,737,500 shares of Class B Common Stock held by the Sponsor, as reported herein.

NAME OF ISSUER:

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

NAME OF PERSON FILING:

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

CITIZENSHIP:

TITLE OF CLASS OF SECURITIES:

CUSIP NUMBER:

IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b), OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

OWNERSHIP.

Amount beneficially owned:

Percent of class:

Number of shares as to which such person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

NOTICE OF DISSOLUTION OF GROUP.

CERTIFICATIONS.