Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (the "SEC") together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled "Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ("SPACs")" (the "Statement"). Specifically, the SEC Guidance focused on certain settlement terms and provisions, which terms are similar to those contained in the warrant agreements (the "Warrant Agreements"), both dated as of November 19, 2020, between Cascade Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent.

As a result of the SEC Guidance, the Company's management, after discussion with the Company's accounting advisors and Marcum LLP, the Company's independent registered public accounting firm, has reevaluated the accounting treatment of (i) the 11,500,000 redeemable warrants (the "Public Warrants") that were included in the units issued by the Company in its initial public offering (the "IPO") and (ii) the aggregate of 8,217,000 privately issued warrants (together with the Public Warrants, the "Warrants") that were included in a private placement that closed concurrently with the closing of the IPO, and determined that the Warrants should be classified as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings. While the Company has not generated any operating revenues to date and will not generate any operating revenues until after completion of its initial business combination, at the earliest, the change in fair value of the Warrants is a non-cash charge and will be reflected in the Company's statement of operations.

On May 16, 2021, the Audit Committee of the Company's Board of Directors (the "Audit Committee") concluded, after discussion with the Company's management, that, in light of the Statement, the following financial statements should no longer be relied upon due to changes required to reclassify the Warrants as liabilities to align with the requirements set forth in the Statement:





       (i) the Company's previously issued audited balance sheet dated as of
           November 24, 2020 (which was related to the Company's IPO and filed as
           an exhibit to the Company's Current Report on Form 8-K dated December
           1, 2020); and




       (ii) the Company's previously issued audited financial statements as of
            December 31, 2020 (balance sheet), and for the period from August 14,
            2020 (inception) through December 31, 2020 (statement of operations,
            statement of changes in stockholders' equity, statement of cash flows)
            (which were included in the Company's Annual Report on Form 10-K for
            the period from August 14, 2020 (inception) through December 31, 2020)
            (the periods in (i) and (ii), the "Non-Reliance Periods," and the
            financial statements in (i) and (ii), the "Non-Reliance Financial
            Statements").

Additionally, the Audit Committee determined that it is appropriate to file an amendment to its Annual Report on Form 10-K for the period from August 14, 2020 (inception) through December 31, 2020 reflecting the reclassification of the Warrants for the Non-Reliance Periods as soon as practicable.

The Company does not expect any of the above changes will have any impact on its cash position and cash and marketable securities held in the trust account.





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