10-Q

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March, 31 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

CRUCIBLE ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	001-39837	85-3052152
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)


700 Front St., Suite 104 Louisville, Colorado		80027
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (401)

216-7635

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section

(b) of the Act:


Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of a redeemable warrant to acquire one share of Class A common stock	CRU.U	The New York Stock Exchange
Class A common stock included as part of the Units	CRU	The New York Stock Exchange
Redeemable warrants to acquire one share of Class A common stock included as part of the Units	CRU WS	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☒ No ☐

As of May

, 2022, 25,875,000 shares of Class A common stock, par value $0.0001 per share, and 6,468,750 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding.


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements		1

	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021		1

	Condensed Statements of Operations for the Three Months Ended March 31, 2022 and 2021 (Unaudited)		2

	Condensed Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2022 and 2021 (Unaudited)		3

	Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021 (Unaudited)		4

	Notes to Unaudited Condensed Financial Statements		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		24

Item 4.	Controls and Procedures		24

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		25

Item 1A.	Risk Factors		25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		25

Item 3.	Defaults Upon Senior Securities		25

Item 4.	Mine Safety Disclosures		25

Item 5.	Other Information		25

Item 6.	Exhibits		26


	March 31, 2022			December 31, 2021
Assets:	(Unaudited)
Current assets:
Cash	$	250,197		$	165,087
Prepaid expenses		165,183			219,558

Total current assets		415,380			384,645
Investments held in Trust Account		258,840,817			258,843,444

Total Assets	$	259,256,197		$	259,228,089


Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	431,917		$	436,709
Accrued expenses		89,552			87,563
Franchise tax payable		50,000			196,795

Total current liabilities		571,469			721,067
Derivative warrant liabilities		4,692,920			9,519,920
Working capital loan - related party		2,600,000			1,951,350
Deferred underwriting commissions		9,056,250			9,056,250

Total Liabilities		16,920,639			21,248,587


Commitments and Contingencies
Class A common stock subject to possible redemption, $ 0.0001 par value; 25,875,000 shares at redemption value of $10.00 per share as of March 31, 2022 and December 31, 2021		258,750,000			258,750,000

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—			—
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable shares issued or outstanding		—			—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,468,750 shares issued and outstanding as of March 31, 2022 and December 31, 2021		647			647
Additional paid-in capital		—			—
Accumulated deficit		(16,415,089	)		(20,771,145	)

Total stockholders’ deficit		(16,414,442	)		(20,770,498	)

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	259,256,197		$	259,228,089


	For the Three Months Ended March 31,
	2022			2021
General and administrative expenses	$	308,596		$	287,638
General and administrative expenses- related party		60,000			60,000
Franchise tax expenses		51,071			47,173

Loss from operations		(419,667	)		(394,811	)
Other income (expenses):
Change in fair value of derivative warrant liabilities		4,827,000			3,065,830
Change in fair value of working capital loan - related party		(48,650	)		—
Offering costs associated with derivative warrant liabilities		—			(839,670	)
Income (loss) from investments held in Trust Account		(2,627	)		41,729

Net income before income taxes		4,356,056			1,873,078
Income tax expense		—			—

Net income before income taxes	$	4,356,056		$	1,873,078


Weighted average shares outstanding of Class A common stock, basic and diluted		25,875,000			24,150,000

Basic and diluted net income per share, Class A common stock	$	0.13		$	0.06

Weighted average shares outstanding of Class B common stock, basic		6,468,750			6,412,500

Basic net income per share, Class B common stock	$	0.13		$	0.06

Weighted average shares outstanding of Class B common stock, diluted		6,468,750			6,468,750

Diluted net income per share, Class B common stock	$	0.13		$	0.06



	Common Stock										Accumulated Deficit			Total Stockholders’ Deficit
	Class A				Class B				Additional Paid-In Capital
	Shares		Amount		Shares		Amount		Additional Paid-In Capital
Balance - December 31, 2021		—	$	—		6,468,750	$	647	$	—	$	(20,771,145	)	$	(20,770,498	)
Net income		—		—		—		—		—		4,356,056			4,356,056

Balance - March 31, 2022 (unaudited)		—	$	—		6,468,750	$	647	$	—	$	(16,415,089	)	$	(16,414,442	)


	For the Three Months Ended March 31,
	2022			2021
Cash Flows from Operating Activities:
Net income	$	4,356,056		$	1,873,078
Adjustments to reconcile net income to net cash used in operating activities:
Income from investments held in Trust Account		2,627			(41,729	)
Change in fair value of derivative warrant liabilities		(4,827,000	)		(3,065,830	)
Change in fair value of working capital loan - related party		48,650			—
Offering costs associated with derivative warrant liabilities		—			839,670
Changes in operating assets and liabilities:
Prepaid expenses		54,374			(402,633	)
Accounts payable		(4,792	)		12,118
Accrued expenses		1,990			154,514
Franchise tax payable		(146,795	)		47,173

Net cash used in operating activities		(514,890	)		(583,639	)


Cash Flows from Investing Activities
Cash deposited in Trust Account		—			(258,750,000	)

Net cash used in investing activities		—			(258,750,000	)


Cash Flows from Financing Activities:
Repayment of note payable to related party		—			(80,000	)
Proceeds received from initial public offering, gross		—			258,750,000
Proceeds received from private placement		—			7,175,000
Working capital loan - related party		600,000			—
Offering costs paid		—			(5,464,708	)

Net cash provided by financing activities		600,000			260,380,292


Net increase in cash		85,110			1,046,653
Cash - beginning of the period		165,087			17,852

Cash - end of the period	$	250,197		$	1,064,505


Supplemental disclosure of noncash financing activities:
Offering costs included in accrued expenses	$	—		$	75,000
Reversal of accrued expenses	$	—		$	188,313
Deferred underwriting commissions in connection with the initial public offering	$	—		$	9,056,250


	For The Three Months Ended March 31, 2022
	Class A		Class B
Basic and diluted net income per common stock:
Numerator:
Allocation of net income	$	3,484,845	$	871,212
Denominator:
Basic and diluted weighted average common stock outstanding		25,875,000		6,468,750

Basic and diluted net income per common stock	$	0.13	$	0.13


Gross proceeds from Initial Public Offering	$	258,750,000
Less:
Fair value of Public Warrants at issuance		(14,576,250	)
Offering costs allocated to Class A common stock subject to possible redemption		(13,843,436	)
Plus:
Accretion on Class A common stock subject to possible redemption amount		28,419,686

Class A common stock subject to possible redemption	$	258,750,000



March 31, 2022

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - Mutual fund	$	258,840,817	$	—	$	—

Liabilities:
Derivative warrant liabilities - Public warrants	$	3,018,750	$	—	$	—
Derivative warrant liabilities - Private placement warrants	$	—	$	1,674,170	$	—
Working capital loan - related party	$	—	$	—	$	2,600,000


Derivative warrant liabilities at December 31, 2020	$	—
Issuance of Public and Private Warrants		21,751,250
Transfer of Public Warrants to Level 1		(14,576,250	)
Change in fair value of derivative warrant liabilities		(478,330	)

Derivative warrant liabilities at March 31, 2021	$	6,696,670


Fair value at December 31, 2021	$	1,951,350
Fair value of subsequent drawdown of working capital loan - related party		600,000
Change in fair value of working capital loan - related party		48,650

Working capital loan - related party at March 31, 202 2	$	2,600,000


Exhibit Number		Description

3.1(1)		Amended and Restated Certificate of Incorporation of the Company.

4.1(1)		Warrant Agreement, dated January 4, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

10.1(1)		Letter Agreement, dated January 4, 2021, between the Company and each of the Sponsor, the Company’s officers and directors and certain other security holders.

10.2(1)		Investment Management Trust Agreement, dated January 4, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.

10.3(1)		Registration Rights Agreement, dated January 4, 2021, between the Company and each of the Sponsor and certain other security holders.

10.4(1)		Support Services Agreement, dated January 4, 2021, between the Company and the Sponsor.

10.5(1)		Sponsor Warrants Purchase Agreement, dated January 4, 2021, between the Company and the Sponsor.

10.6(1)		Indemnity Agreement, dated January 4, 2021, between the Company and James M. Lejeal.

10.7(1)		Indemnity Agreement, dated January 4, 2021, between the Company and Brad Feld.

10.8(1)		Indemnity Agreement, dated January 4, 2021, between the Company and Jason M. Lynch.

10.9(1)		Indemnity Agreement, dated January 4, 2021, between the Company and Sara Baack.

10.10(1)		Indemnity Agreement, dated January 4, 2021, between the Company and Margaret E. Porfido.

10.11(1)		Indemnity Agreement, dated January 4, 2021, between the Company and Jewel M. Burks.

31.1*		Certification of Chief Executive Officer (Principal Executive and Financial Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer (Principal Executive and Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL And contained in Exhibit 101)

SEC Form 10-Q filed by Crucible Acquisition Corporation