RealWear, Inc. entered into a definitive business combination agreement to acquire Cascadia Acquisition Corp. (NasdaqGM:CCAI) from Cascadia Acquisition Sponsor LLC and others for approximately $370 million in reverse merger transaction on February 5, 2023. At Closing, Cascadia will issue and deposit 4,170,000 additional Cascadia Shares (the “ Earn Out Shares ”) in escrow. Eligible equityholders of RealWear will be entitled to receive the Earn Out Shares. Current RealWear shareholders will roll 100% of their existing share holdings and will hold 59.2% shares into equity of the combined company. Transaction 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.

The obligation of Cascadia and RealWear to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period or the obtaining of any consent or approval, in each case as required under applicable antitrust laws, (ii) the absence of any order, law or other legal restraint or prohibition entered, issued, enacted or promulgated by any court of competent jurisdiction or other governmental entity of competent jurisdiction enjoining or prohibiting the Business Combination, (iii) the effectiveness of the Registration Statement in accordance with the provisions of the Securities Act of 1933, as amended (the “ Securities Act ”), registering the Cascadia Shares to be issued in the Merger, (iv) the required approvals of Cascadia's stockholders, (v) the required approvals of RealWear's shareholders, (iv) the conditional approval by Nasdaq of Cascadia's listing application in connection with the Business Combination, and (v) Cascadia having at least $5,000,001 of net tangible assets (y) Cascadia's obligation to consummate the Business Combination is also conditioned upon Cascadia's receipt of lock-up agreements executed by the holders of an aggregate of 90% or more of RealWear's outstanding common stock as of immediately prior to the Closing and other customary closing conditions identified in the business combination agreement. The boards of directors of RealWear and CCAI have both unanimously approved the transaction. 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. Transaction is expected to be completed in the second half of 2023. 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.

Cascadia Capital, LLC is serving as financial advisor and Stewart Landefeld, Gina Eiben, Blake Schell, Allison Handy, Tom Cristy, Sue Morgan, Tomer Vandsburger, Christopher Williams, Sam Hong, Julie Lucht and Richard Peterson of Perkins Coie LLP is serving as legal advisors to CCAI. Nick Dhesi, Ryan Maierson, Bryant Lee, Jim Cole, Adam Kestenbaum, Laura Szarmach, Jeffrey Tochner, Joshua Marnitz, Jason Cruise, Max Hauser and Joseph Simei of Latham & Watkins LLP is serving as legal advisors to RealWear.