Current Report Filing (8-k)
16 Noviembre 2021 - 3:26PM
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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): November
13, 2021
CASCADE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware
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001-39728
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85-2562068
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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1900 Sunset Harbour Dr., Suite 2102
Miami
Beach, Florida 33139
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including area
code: (203) 856-3033
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
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CAS.U
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The New York Stock Exchange
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Class A common stock, par value $0.0001 per share
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CAS
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The New York Stock Exchange
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Redeemable warrants, each whole warrant exercisable for one share of Class A common stock for $11.50 per share
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CAS.WS
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The New York Stock Exchange
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Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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 4.02
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
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On November 13, 2021, the audit committee of the board
of directors of Cascade Acquisition Corp. (the “Company”) concluded, after discussion with the Company’s management,
that (i) the Company’s audited balance sheet as of November 24, 2020 as previously restated in the Company’s Annual Report
on Form 10-K/A filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2021, (ii) the Company’s
audited balance sheet, statement of operations, statement of changes in stockholders’ equity (deficit) and statement of cash flows
for the year ended December 31, 2020, as previously restated in the 2020 10-K/A, (iii) the Company’s unaudited financial statements
as of March 31, 2021 contained in the Company’s Quarterly Report on Form 10-Q filed with the SEC on June 29, 2021, and (iv) the
Company’s unaudited financial statements as of June 30, 2021 contained in the Company’s Quarterly Report on Form 10-Q filed
with the SEC on August 13, 2021, should no longer be relied upon due to the reclassification of the Company’s Class A common stock
as temporary equity.
In light of the above, the Company’s Chief Executive
Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures. Based upon their re-evaluation, the Company’s Chief Executive Officer and Chief Financial Officer
concluded that the Company’s disclosure controls and procedures were not effective during the period of time the error described
above persisted, due to a material weakness in internal controls over financial reporting in analyzing complex financial instruments.
In light of this material weakness, the Company performed additional analysis as deemed necessary to ensure that the Company’s unaudited
interim financial statements were prepared in accordance with U.S. generally accepted accounting principles. The Company reflected the
restatements in Note 2 of the financial statements included in the Company’s Quarterly Report on Form 10-Q for the period ended
September 30, 2021, filed with the SEC on November 15, 2021 and accordingly, management believes that the financial statements included
in such report present fairly in all material respects the Company’s financial position, results of operations and cash flows for
the periods presented.
The audit committee discussed the above disclosed
matters with the Company’s independent registered public accounting firm, Marcum LLP.
SIGNATURE
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.
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Cascade Acquisition Corp.
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By:
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/s/ Jay Levine
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Name: Jay Levine
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Title: Chief Executive Officer
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Dated: November 16, 2021
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Simplify Exchang (NYSE:CAS)
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