- RealWear’s platform empowers frontline professionals via a
human-centric technology solution comprised of voice-driven and
hands-free wearable computers, cameras, and accessories, as well as
robust cloud and data service offerings
- RealWear has developed an industrial-focused ecosystem of
independent software vendors
- RealWear has 5,000+ end-user customers with 70,000+ units
deployedi
- RealWear has substantial historical revenue with a strong gross
margin profile
- RealWear’s pre-transaction equity valued at $323 million
RealWear, Inc. (“RealWear” or the “Company”), a leading
industrial wearable technology solution company, and Cascadia
Acquisition Corp. (NASDAQ: CCAI) (“CCAI”), a publicly-traded
special purpose acquisition company, have entered into a definitive
business combination agreement that is expected to result in
RealWear becoming a publicly traded company.
Upon closing of the proposed transaction, the combined company
will be named RealWear, Inc. and is expected to trade on the
Nasdaq.
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.
Investment Highlights
- Scaled, Category-Creating Platform: Established market
leader for modern frontline professionals
- Large TAM: Rapidly expanding market TAM with anticipated
41% CAGR (2022-2027)ii
- Blue Chip Customer Validation: 41 of the Fortune 100 are
RealWear customers
- Efficient Business Model: 2022 Gross Marginiii of 63%
poised to expand through increasing emphasis on cloud platform
Management Commentary
“RealWear’s mission is to engage, empower, and elevate frontline
professionals around the world and across industries to increase
productivity and enhance safety,” said Andrew Chrostowski, Chairman
and CEO of RealWear. “This combination with CCAI will accelerate
our ability to deliver new assisted reality products, services, and
solutions at scale that transform the way people work today,
tomorrow and into our sustainable future.”
Jamie Boyd, Chief Executive Officer of CCAI, said, "CCAI was
established with the intention of identifying and partnering with
businesses that are utilizing technology and innovation to disrupt
industry in sizable and expanding markets. RealWear perfectly fits
these criteria, and we are thrilled to partner with them and add
value by strengthening their financial position in pursuit of
growth initiatives across product, customer, geography and industry
initiatives.”
Transaction Summary
The boards of directors of RealWear and CCAI have both
unanimously approved the transaction, which is expected to be
completed in the second half of 2023. The transaction will require
the approval of the shareholders of both RealWear and CCAI and is
subject to other customary closing conditions identified in the
business combination agreement. In connection with the execution of
the business combination agreement, a sufficient number of RealWear
shareholders have agreed to vote or consent to approve the proposed
business combination prior to the closing.
The combined company is expected to have a post-transaction
enterprise value of $375.5 million (assuming no redemptions of CCAI
public shares by CCAI public stockholders through the closing of
the business combination). 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.
The net proceeds raised from the proposed transaction will be
used to support RealWear’s strategic growth and corporate
initiatives comprised of hiring additional team members for product
development and cloud engineering, expanding contract manufacturing
capabilities, accelerating sales channel penetration, and pursuing
additional industry verticals.
Current RealWear shareholders will roll 100% of their existing
share holdings into equity of the combined company. Shares of CCAI
Class A common stock and Class B common stock will automatically
convert into common stock of the combined company on a one-for-one
basis.
For an investor presentation, please see the Current Report on
Form 8-K filed today with the U.S. Securities and Exchange
Commission (the “SEC”). Additional information about the proposed
transaction will be described in CCAI’s registration statement on
Form S-4 (the “Registration Statement”) relating to the business
combination, which it will file with the SEC.
CCAI Extension
As previously announced, CCAI intends to hold a special meeting
on February 15, 2023 to consider and vote on, among other
proposals, the extension of the time period CCAI has to complete an
initial business combination to August 31, 2023. As disclosed in
the proxy statement regarding the special meeting, CCAI may be
liable to pay a 1% federal excise tax imposed under the Inflation
Reduction Act of 2022 in connection with redemptions by CCAI of its
shares of Class A common stock in connection with the extension,
the business combination or otherwise. To mitigate the current
uncertainty surrounding the excise tax, CCAI is notifying all
concerned parties that funds in trust, including any interest
thereon, will not be used, now or in the future, to pay for any
excise tax imposed under the Inflation Reduction Act.
Advisors
Cascadia Capital, LLC is serving as financial advisor and
Perkins Coie is serving as legal advisor to CCAI. Latham &
Watkins is serving as legal advisor to RealWear.
About RealWear, Inc.
RealWear® is the world’s leading provider of assisted reality
wearable solutions that engage, empower, and elevate the modern
frontline industrial worker to perform work tasks more safely, and
with increased efficiency and precision. RealWear gives these
workers real-time access to information and expertise, while
keeping their hands and field of view free for work. RealWear is
field proven with world-class customers around the world.
About Cascadia Acquisition Corp.
Cascadia Acquisition Corp. is a special purpose acquisition
company formed for the purpose of effecting a merger, stock
purchase or similar business combination with one or more
businesses. CCAI is sponsored by an affiliate of Cascadia Capital,
LLC, an investment banking financial advisor to entrepreneurs,
boards of directors and business owners. CCAI concentrates its
initiatives on sourcing business combination opportunities in
industry sectors that are being fundamentally reshaped by the
introduction of advanced technologies, commonly referred to as
“Industry 4.0.”
Additional Information and Where to Find It
A full description of the terms of the proposed business
combination will be provided in a registration statement on Form
S-4 to be filed by CCAI with the SEC that will include a prospectus
with respect to the combined company's securities to be issued in
connection with the business combination and a proxy statement with
respect to the shareholder meeting of CCAI to vote on the business
combination. This press release does not contain all the
information that should be considered concerning the proposed
business combination and is not intended to form the basis of any
investment decision or any other decision in respect of the
business combination. CCAI and RealWear urge their investors,
shareholders and other interested persons to read, when available,
the proxy statement/ prospectus as well as other documents filed
with the SEC because these documents will contain important
information about CCAI, RealWear and the transaction. After the
Registration Statement is declared effective, the definitive proxy
statement/prospectus to be included in the Registration Statement
will be mailed to shareholders of CCAI as of a record date to be
established for voting on the proposed business combination. Once
available, shareholders of CCAI will also be able to obtain a copy
of the Registration Statement, including the proxy
statement/prospectus, and other documents filed with the SEC
without charge, by directing a request to: Cascadia Acquisition
Corp., 1000 2nd Ave., Suite 1200, Seattle, Washington 98104, Attn:
Secretary. The proxy statement/prospectus to be included in the
Registration Statement, once available, can also be obtained,
without charge, at the SEC's website (www.sec.gov).
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination or any related
transactions, and does not constitute an offer to sell or a
solicitation of an offer to buy the securities of CCAI or RealWear,
nor will there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities will be made except by means of a prospectus meeting the
requirements of the Securities Act of 1933, as amended.
Participants in the Solicitation
CCAI and RealWear and their respective directors and executive
officers, other members of management, and employees may, under SEC
rules, be considered participants in the solicitation of proxies of
CCAI’s stockholders with respect to the proposed business
combination. Information about the persons who may, under SEC
rules, be deemed to be participants in the solicitation of CCAI’s
stockholders in connection with the proposed business combination
will be set forth in the Registration Statement. Investors and
security holders may obtain more detailed information regarding
CCAI’s directors and executive officers in CCAI’s filings with the
SEC, including CCAI’s Annual Report on Form 10-K filed with the SEC
on March 31, 2022. Stockholders, potential investors and other
interested persons should read the Registration Statement carefully
when it becomes available before making any voting or investment
decisions.
Forward-Looking Statements
This press release includes forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934, as amended, that are based on
beliefs and assumptions and on information currently available. In
some cases, you can identify forward-looking statements by the
following words: "may," "will," "could," "would," "should,"
"expect," "intend," "plan," "anticipate," "believe," "estimate,"
"predict," "project," "potential," "continue," "ongoing" or the
negative of these terms or other comparable terminology, although
not all forward-looking statements contain these words. These
statements involve risks, uncertainties and other factors that may
cause actual results, levels of activity, performance or
achievements to be materially different from the information
expressed or implied by these forward-looking statements. Although
we believe that we have a reasonable basis for each forward-looking
statement contained in this press release, we caution you that
these statements are based on a combination of facts and factors
currently known by us and our projections of the future, about
which we cannot be certain. Forward-looking statements in this
press release include, but are not limited to, statements regarding
the proposed business combination, including the timing and
structure of the transaction, the proceeds of the transaction, the
initial market capitalization of the combined company, the benefits
of the transaction and the combined company's future financial
performance, as well as statements about the potential market
opportunity, and the development and performance of RealWear’s
products. We cannot assure you that the forward-looking statements
in this press release will prove to be accurate. These forward
looking statements are subject to a number of risks and
uncertainties, including, among others, the ability to complete the
business combination due to the failure to obtain approval from
CCAI’s shareholders or satisfy other closing conditions in the
business combination agreement, the occurrence of any event or
other circumstances that could give rise to the termination of the
business combination agreement, the outcome of any legal
proceedings that may be instituted against CCAI or RealWear
following announcement of the proposed business combination, the
risk that the proposed business combination disrupts RealWear’s
business, the ability to recognize the anticipated benefits of the
business combination, costs related to the business combination,
the amount of redemption requests made by CCAI’s stockholders,
changes in applicable laws or regulations, that RealWear will have
sufficient capital upon the approval of the proposed business
combination to operate as anticipated, the acceptance of
micro-display-based personal or near-eye displays in the market of
mobile displays, the advancement in technology by other companies,
including micro-displays, mobile computing electronics and
operating systems, the issuance of patents from RealWear’s
currently pending or future patent applications, the sufficiency in
scope and strength of RealWear’s existing or future patents, the
access of RealWear to third-party platforms or technologies on
terms acceptable to it and other risks and uncertainties, including
those to be included under the header "Risk Factors" in the
Registration Statement to be filed by CCAI with the SEC and those
included under the header "Risk Factors" in CCAI’s most recent
Annual Report on Form 10-K. In light of the significant
uncertainties in these forward-looking statements, you should not
regard these statements as a representation or warranty by us or
any other person that we will achieve our objectives and plans in
any specified time frame, or at all. The forward-looking statements
in this press release represent our views as of the date of this
press release. We anticipate that subsequent events and
developments will cause our views to change. Except as otherwise
required by applicable law, CCAI and RealWear disclaim any duty to
update any forward-looking statements. You should, therefore, not
rely on these forward-looking statements as representing our views
as of any date subsequent to the date of this press release.
_________________________ i As of September 30, 2022 ii Source:
ABI Research iii Unaudited
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230206005589/en/
Jamie Boyd Chief Executive Officer Cascadia Acquisition Corp. T:
+1 206 436 2550 jboyd@cascadiaacquisitioncorp.com
Aaron Cohen RealWear, Inc. T: +1 415-819-7791
aaron@realwear.com
Cascadia Acquisition (NASDAQ:CCAI)
Graphique Historique de l'Action
De Juin 2024 à Juil 2024
Cascadia Acquisition (NASDAQ:CCAI)
Graphique Historique de l'Action
De Juil 2023 à Juil 2024