UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

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~~THE

~~Date~~SECURITIES ofEXCHANGE ~~report~~ACT ~~(Date~~OF ~~of earliest event reported): November 13, 2021~~1934

~~CASCADE~~Date ~~ACQUISITION~~of ~~CORP.~~Report (Date of earliest event reported): May 18, 2022

Cascade Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-39728		85-2562068
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~I.R.S.~~IRS Employer Identification ~~Number~~No.)

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:

☐ 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))

☐ 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 and one-half of one redeemable warrant	CAS.U	The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	CAS	The New York Stock Exchange
Class A common stock, par value $0.0001 per share	CAS	The New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share	CAS.WS	The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock for $11.50 per share	CAS.WS	The New York Stock Exchange
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant	CAS.U	The New York Stock Exchange

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 48.0201. ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

OnDue ~~November~~to ~~13, 2021,~~ the ~~audit committee of the board~~Company’s ofanticipated ~~directors~~inability ofto ~~Cascade~~consummate ~~Acquisition~~an ~~Corp.~~initial ~~(the~~business ~~“Company”)~~combination ~~concluded,~~within ~~after discussion with~~ the ~~Company’s~~time ~~management, that~~period ~~(i)~~required ~~the~~by ~~Company’s~~its ~~audited~~Amended ~~balance~~and ~~sheet~~Restated as Certificate of ~~November 24~~Incorporation, ~~2020 as previously restated in~~ the Company’s ~~Annual~~intends ~~Report on~~to ~~Form~~dissolve ~~10-K/A~~and ~~filed~~liquidate ~~with~~in ~~the~~accordance ~~Securities~~with ~~and Exchange Commission (~~the ~~“SEC”)~~provisions onof ~~June~~its ~~29,~~Amended ~~2021,~~and ~~(ii)~~Restated ~~the Company’s~~Certificate ~~audited balance sheet, statement~~ of ~~operations,~~Incorporation ~~statement~~and ofwill ~~changes~~redeem inall ~~stockholders’ equity (deficit) and statement~~ of ~~cash flows for~~ the ~~year~~shares ~~ended~~of ~~December~~outstanding ~~31,~~Class ~~2020, as previously restated in the 2020 10-K/~~A, ~~(iii)~~common ~~the~~stock ~~Company’s~~that ~~unaudited~~were ~~financial~~included ~~statements as of March 31, 2021 contained~~ in the ~~Company’s~~units ~~Quarterly~~issued ~~Report~~in onits ~~Form~~initial public ~~10-Q~~offering ~~filed with the SEC on June 29, 2021, and~~ (~~iv)~~ the ~~Company’s~~ ~~unaudited~~“Public ~~financial statements as of June 30~~Shares”), ~~2021~~at ~~contained~~a ~~in the Company’s Quarterly Report on Form 10~~per-Qshare ~~filed with~~redemption ~~the~~price ~~SEC on August 13, 2021, should no longer be relied upon due to the reclassification~~ of ~~the~~approximately ~~Company’s Class A common stock as temporary equity~~$10.10.

InAs ~~light~~ of the ~~above,~~close ~~the Company’s Chief Executive Officer and Chief Financial Officer carried out an evaluation~~ of ~~the~~business ~~effectiveness of the design and operation of the Company’s~~on ~~disclosure~~May ~~controls and procedures. Based upon their re-evaluation~~24, 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 persisted2022, ~~due to a material weakness in internal controls over financial reporting in analyzing complex financial instruments. In light of this material weakness,~~ the ~~Company~~Public ~~performed~~Shares ~~additional~~will ~~analysis~~be as deemed ~~necessary~~cancelled 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,~~will ~~management~~represent ~~believes~~only ~~that~~ the ~~financial~~right ~~statements~~to ~~included in~~receive ~~such report present fairly in all material respects~~ the ~~Company’s~~redemption ~~financial position, results of operations and cash flows for the periods presented~~amount.

In order to provide for the disbursement of funds from the trust account, the Company has instructed the trustee of the trust account to take all necessary actions to liquidate the trust account. The ~~audit~~proceeds ~~committee~~of ~~discussed~~the trust account will be held in a non-interest bearing account while awaiting disbursement to the ~~above~~holders ~~disclosed~~of the Public Shares. Record holders may redeem their shares for their pro rata portion ~~matters~~of ~~with~~the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer ~~independent~~agent. Beneficial ~~registered~~owners ~~public~~of ~~accounting~~Public ~~firm~~Shares held in “street name,” ~~Marcum~~however, ~~LLP~~will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after May 24, 2022.

~~SIGNATURE~~The Company’s initial stockholders have waived their redemption rights with respect to its outstanding common stock issued prior to the Company’s initial public offering.

~~Pursuant to the requirements of~~There ~~the~~will ~~Securities~~be ~~Exchange~~no ~~Act~~redemption ofrights ~~1934,~~or ~~the~~liquidating ~~registrant~~distributions ~~has~~with ~~duly~~respect ~~caused this report~~ to bethe ~~signed~~Company’s onwarrants, ~~its~~which ~~behalf~~will byexpire ~~the undersigned hereunto duly authorized~~worthless.

	Cascade Acquisition Corp.
	By:	/s/ Jay Levine
		Name: Jay Levine
		Title: Chief Executive Officer
Dated: November 16, 2021

On May 18, 2022, the Company issued a press release announcing that the Company intends to dissolve and liquidate in accordance with the provisions of its Amended and Restated Certificate of Incorporation and will redeem all of its Public Shares. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

2Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.		Description of Exhibits
99.1		Press Release, dated May 18, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	Cascade Acquisition Corp.

Dated: May 18, 2022	By:	/s/ Jay Levine
		Name:	Jay Levine
		Title:	Chief Executive Officer

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