UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Cascadia Acquisition Corp.
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
14739D100
(CUSIP Number)
December 31, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting persons 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.
The information required in the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject
to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 14739D100
1
NAMES OF REPORTING PERSONS
Atalaya Special Purpose Investment Fund II LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 14739D100
1
NAMES OF REPORTING PERSONS
ACM ASOF VII (Cayman) Holdco LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person
With:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 14739D100
1
NAMES OF REPORTING PERSONS
ACM Alameda Special Purpose Investment
Fund II LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person
With:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 14739D100
1
NAMES OF REPORTING PERSONS
ACM Alamosa (Cayman) Holdco LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person
With:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 14739D100
1
NAMES OF REPORTING PERSONS
Atalaya Capital Management LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0%
12
Type of Reporting Person (See Instructions)
IA, PN
CUSIP No. 14739D100
1
NAMES OF REPORTING PERSONS
Corbin ERISA Opportunity Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person
With:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0%
12
Type of Reporting Person (See Instructions)
OO
CUSIP No. 14739D100
1
NAMES OF REPORTING PERSONS
Corbin Capital Partners GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0%
12
Type of Reporting Person (See Instructions)
OO
CUSIP No. 14739D100
1
NAMES OF REPORTING PERSONS
Corbin Capital Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0%
12
Type of Reporting Person (See Instructions)
IA, PN
Explanatory Note
Item 1.(a) Name of Issuer
Cascade Acquisition Corp.
Item 1.(b) Address of Issuer's Principal Executive Offices
1000 2nd Avenue, Suite 1200, Seattle, WA 98104
Item 2.(a) Name of Person Filing
This Statement is filed on behalf of the following persons
(collectively, the
"Reporting Persons"):
(i)Atalaya Special Purpose Investment Fund II LP ("ASPIF II");
(ii)ACM ASOF VII (Cayman) Holdco LP ("ASOF")
(iii)ACM Alameda Special Purpose Investment Fund II LP
("Alameda");
(iv)ACM Alamosa (Cayman) Holdco LP ("Alamosa");
(v)Atalaya Capital Management LP ("ACM");
(vi)Corbin ERISA Opportunity Fund, Ltd. ("CEOF");
(vii)Corbin Capital Partners GP, LLC ("Corbin GP"); and
(viii)Corbin Capital Partners, L.P. ("CCP").
Item 2.(b) Address of Principal Business Office or, if None,
Residence
The address of the principal business office of each of ASPIF
II, ASOF,
Alameda, Alamosa and ACM is One Rockefeller Plaza, 32nd Floor,
New York, NY
10020. The address of the principal business office of each of
CEOF, Corbin
GP and CCP is 590 Madison Avenue, 31st Floor, New York, NY
10022.
Item 2.(c) Citizenship
Each of ASPIF II, ACM and CCP is a Delaware limited partnership.
Each of
ASOF, Alameda and Alamosa is a Cayman Islands exempted limited
partnership.
CEOF is a Cayman Islands exempted company. Corbin GP is a
Delaware limited
liability company.
Item 2.(d) Title of Class of Securities
Class A common stock, par value $0.0001 per share (the
"Shares").
Item 2.(e) CUSIP Number
14739D100
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b)
or (c), Check Whether the Person Filing is a:
This Item 3 is not applicable.
Item 4(a). Amount Beneficially Owned:
As of the date hereof, ACM may be deemed the beneficial owner of
0 Shares, which amount includes (i) the 0 Shares beneficially
owned by ASPIF II, (ii) the 0 Shares beneficially owned by ASOF,
(iii) the 0 Shares beneficially owned by CEOF, (iv) the 0 Shares
beneficially owned by Alamosa, and (v) the 0 Shares underlying
Units beneficially owned by Alameda. Each of Corbin GP and CCP
may be deemed the beneficial owner of 0 Shares, which amount
includes the 0 Shares beneficially owned by CEOF.
Item 4(b). Percent of Class:
As of the date hereof, ACM may be deemed the beneficial owner of
approximately 0% of Shares outstanding, which amount includes
(i) 0% of Shares outstanding beneficially owned by ASPIF II,
(ii) 0% of Shares outstanding beneficially owned by ASOF, (iii)
0% of Shares outstanding beneficially owned by Alameda, (iv) 0%
of Shares outstanding beneficially owned by CEOF, and (v) the 0%
of Shares outstanding beneficially owned by Alamosa. Each of
Corbin GP and CCP may be deemed the beneficial owner of
approximately 0% of Shares outstanding, which amount includes 0%
of Shares outstanding beneficially owned by CEOF.
Item 4(c). Number of shares as to which such person has:
ASPIF II:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
ASOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Alameda:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Alamosa:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
ACM:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
CEOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Corbin GP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
CCP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting persons have ceased to be the
beneficial owner of more than 5 percent of the class of
securities, check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary
Which
Acquired the Security Being Reported on by the Parent Holding
Company
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the
Group
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group
As of December 31, 2023, ASPIF II, ASOF, Alameda, Alamosa, ACM,
CEOF, Corbin GP and CCP had ceased to beneficially own any
Shares and, as of that date, had ceased to be a member of a
group with the other Reporting Persons with respect to the
Issuer's Shares.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination
under 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: February 14, 2024
Atalaya Special Purpose Investment Fund II LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
ACM ASOF VII (Cayman) Holdco LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
ACM Alameda Special Purpose Investment Fund II LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
ACM Alamosa (Cayman) Holdco LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Corbin ERISA Opportunity Fund, Ltd.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
General Counsel
Corbin Capital Partners GP, LLC
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: Authorized Signatory
Corbin Capital Partners, L.P.
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel