10-Q/A

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/A

Amendment No. 1

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

For the quarterly period ended September 30, 2021

☐	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 12(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 February 4, 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, respectively.

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EXPLANATORY NOTE

References throughout this Amendment No. 1 to the Quarterly Report on Form

10-Q/A

to “we,” “us,” the “Company” or “our company” are to Crucible Acquisition Corporation, unless the context otherwise indicates.

This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form

10-Q/A

amends the Quarterly Report on Form

10-Q

of Crucible Acquisition Corporation (the “Company”) as of and for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 15, 2021 (the “Q3 Form 10-Q”).

On November 15, 2021, the Company filed its Q3 Form

10-Q,

which included a section within Note 2, Revision of Previously Issued Financial Statements, (“Note 2”) that describes a revision to the Company’s classification of its Class A common stock subject to redemption issued as part of the units sold in the Company’s initial public offering (“IPO”) on January 7, 2021. As described in Note 2, upon its IPO, the Company classified a portion of the Class A common stock as permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. As a result, management corrected the error by revising certain previously issued financial statements to classify all Class A common stock subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional

paid-in

capital (to the extent available), accumulated deficit and Class A common stock.

In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the

two-class

method.

The Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and did not restate its financial statements. Instead, the Company revised its previously financial statements in Note 2 to its Q3 Form

10-Q.

Upon further consideration, management concluded that the misstatement was of such magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, the Company determined the change in classification of the Class A common stock and change to its presentation of earnings per share is material and it should restate its previously issued financial statements.

Therefore, on January 26, 2022, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) unaudited interim financial statements included in the Company’s Quarterly Report on Form

10-Q

for the quarterly period ended March 31, 2021, filed with the SEC on May 17, 2021; (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form

10-Q

for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021; and (iii) Note 2 to the unaudited interim financial statements and Item 4 of Part 1 included in the Company’s Quarterly Report on Form

10-Q

for the quarterly period ended September 30, 2021, filed with the SEC on November 15, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in this Quarterly Report on Form

10-Q/A.

The restatement does not have an impact on its cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”).

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After

re-evaluation,

the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in Item 4 to Part 1 of this filing.

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CRUCIBLE ACQUISITION CORPORATION

September 30, 2021

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		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements		1

	Condensed Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020		1

	Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2021 (Unaudited)		2

	Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2021 (Unaudited)		3

	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2021 (Unaudited)		4

	Notes to Unaudited Condensed Financial Statements		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		25

Item 4.	Controls and Procedures		25

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		26

Item 1A.	Risk Factors		26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		27

Item 3.	Defaults Upon Senior Securities		27

Item 4.	Mine Safety Disclosures		27

Item 5.	Other Information		27

Item 6.	Exhibits		28

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PART I. FINANCIAL INFORMATION

Item 1.

Condensed Financial Statements

CRUCIBLE ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS


	September 30, 2021			December 31, 2020
Assets:	(Unaudited)
Current assets:
Cash	$	292,280		$	17,852
Prepaid expenses		276,433			—

Total current assets		568,713			17,852
Investments held in Trust Account		258,823,060			—
Deferred offering costs		—			275,461

Total Assets	$	259,391,773		$	293,313


Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit):
Current liabilities:
Accounts payable	$	51,954		$	—
Accrued expenses		310,502			190,049
Franchise tax payable		146,932			581
Notes payable- related party		—			80,000

Total current liabilities		509,388			270,630
Derivative warrant liabilities		11,200,260			—
Working capital loan - related party		1,974,010			—
Deferred underwriting commissions		9,056,250			—

Total Liabilities		22,739,908			270,630

Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 25,875,000 and -0- shares at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively		258,750,000			—

Stockholders’ Equity (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		—			—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,468,750 shares issued and outstanding as of September 30, 2021 and December 31, 2020		647			647
Additional paid-in capital		—			24,353
Accumulated deficit		(22,098,782	)		(2,317	)

Total stockholders’ equity (deficit)		(22,098,135	)		22,683

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	259,391,773		$	293,313

The accompanying notes are an integral part of these unaudited condensed financial statements.

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CRUCIBLE ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	For the Three Months Ended September 30, 2021			For the Nine Months Ended September 30, 2021			For the period from September 16, 2020 (inception) through September 30, 2020
General and administrative expenses	$	294,196		$	3,185,150		$	1,118
General and administrative expenses- related party		60,000			180,000			—
Franchise tax expenses		49,864			146,352			111

Loss from operations		(404,060	)		(3,511,502	)		(1,229	)
Other income (expense)
Change in fair value of derivative warrant liabilities		3,012,570			10,550,990			—
Change in fair value of working capital loan - related party		25,990			25,990			—
Offering costs associated with derivative warrant liabilities		—			(839,670	)		—
Income from investments held in Trust Account		23,327			73,060			—

Net income before income taxes		2,657,827			6,298,868			(1,229	)
Income tax expense		—			—			—

Net income	$	2,657,827		$	6,298,868		$	(1,229	)


Weighted average shares outstanding of Class A common stock, basic and diluted		25,875,000			25,306,319			—

Basic and diluted net income per share, Class A common stock	$	0.08		$	0.20		$	(0.00	)

Weighted average shares outstanding of Class B common stock, basic		6,468,750			6,450,138			5,625,000

Basic net income per share, Class B common stock	$	0.08		$	0.20		$	(0.00	)

Weighted average shares outstanding of Class B common stock, diluted		6,468,750			6,468,750			5,625,000

Diluted net income per share, Class B common stock	$	0.08		$	0.20		$	(0.00	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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CRUCIBLE ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

For The Three and Nine Months Ended September 30, 2021


												Accumulated Deficit
	Common Stock														Total Stockholders’ Equity (Deficit)
	Class A				Class B				Additional Paid-In Capital
	Shares		Amount		Shares		Amount		Additional Paid-In Capital

Balance - December 31, 2020		—	$	—		6,468,750	$	647	$	24,353		$	(2,317	)	$	22,683
Accretion of Class A common stock subject to possible redemption amount		—		—		—		—		(24,353	)		(28,395,333	)		(28,419,686	)
Net income		—		—		—		—		—			1,873,078			1,873,078

Balance - March 31, 2021 (unaudited) (as restated, see Note 2)		—		—		6,468,750		647		—			(26,524,572	)		(26,523,925	)
Net income		—		—		—		—		—			1,767,963			1,767,963

Balance - June 30, 2021 (unaudited) (as restated, see Note 2)		—		—		6,468,750		647		—			(24,756,609	)		(24,755,962	)
Net income		—		—		—		—		—			2,657,827			2,657,827

Balance - September 30, 2021 (unaudited)		—	$	—		6,468,750	$	647	$	—		$	(22,098,782	)	$	(22,098,135	)

For The Period From September 16, 2020 (Inception) Through September 30, 2020


											Accumulated Deficit
	Common Stock													Total Stockholders’ Equity
	Class A				Class B				Additional Paid-In Capital
	Shares		Amount		Shares		Amount		Additional Paid-In Capital


Balance - September 16, 2020 (inception)		—	$	—		—	$	—	$	—	$	—		$	—
Issuance of Class B common stock to Sponsor		—		—		6,468,750		647		24,353		—			25,000
Net loss		—		—		—		—		—		(1,229	)		(1,229	)

Balance - September 30, 2020 (unaudited)		—	$	—		6,468,750	$	647	$	24,353	$	(1,229	)	$	23,771

The accompanying notes are an integral part of these unaudited condensed financial statements.

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CRUCIBLE ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


	For the Nine Months Ended September 30, 2021			For the period from September 16, 2020 (inception) through September 30, 2020
Cash Flows from Operating Activities:
Net income (loss)	$	6,298,868		$	(1,229	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Income from investments held in Trust Account		(73,061	)		—
Change in fair value of derivative warrant liabilities		(10,550,990	)		—
Change in fair value of working capital loan - related party		(25,990	)		—
Offering costs associated with derivative warrant liabilities		839,670			—
Changes in operating assets and liabilities:					—
Prepaid expenses		(276,433	)		—
Accounts payable		51,954			—
Accrued expenses		233,766			1,118
Franchise tax payable		146,352			111

Net cash used in operating activities		(3,355,864	)		—


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:
Proceeds from issuance of Class B common stock to Sponsor		—			25,000
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		2,000,000			—
Offering costs paid		(5,464,708	)		—

Net cash provided by financing activities		262,380,292			25,000


Net increase in cash		274,428			25,000
Cash - beginning of the period		17,852			—

Cash - end of the period	$	292,280		$	25,000


Supplemental disclosure of noncash financing activities:
Offering costs included in accrued expenses	$	75,000		$	84,790
Reversal of accrued offering cost	$	188,313		$	—
Deferred underwriting commissions in connection with the initial public offering	$	9,056,250		$	—

The accompanying notes are an integral part of these unaudited condensed financial statements.

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CRUCIBLE ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note

1-Description

of Organization and Business Operations

Crucible Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on September 16, 2020, for the purpose of effecting a business combination (“Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of September 30, 2021, the Company had not commenced any operations. All activity for the period from September 16, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”) described below and subsequent to the Initial Public Offering, the search for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate

non-operating

income in the

form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Foundry Crucible I, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective on January 4, 2021. On January 7, 2021, the Company consummated its Initial Public Offering of 25,875,000 Units, including 3,375,000 over-allotment units, (the “Over-Allotment Units”) (together with the Initial Public Offering units, the “Units”), at $10.00 per Unit, generating gross proceeds of approximately $258.8 million, and incurring offering costs of approximately $14.7 million, of which approximately $9.1 million was for deferred underwriting commissions.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 4,783,333 private placement warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million.

Upon the closing of the Initial Public Offering and the Private Placement, approximately $258.8 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in the a trust account (the “Trust Account”), and invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule

2a-7

under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide the public stockholders (the “Public Stockholders”) of the public shares (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. These Public Shares will be recorded at a redemption value and classified as temporary equity

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CRUCIBLE ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their founder shares (the “Founder Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

The Amended and Restated Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 24 months from the closing of initial public offering (the “Combination Period”) or with respect to any other material provisions relating to stockholders’ rights or

pre-initial

Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims (i) by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or (ii) a

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CRUCIBLE ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below

the lesser of

(i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable; provided, that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed

financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Liquidity and Going Concern Considerations

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of September 30, 2021, the Company had approximately $292,000 in its operating bank account, and working capital of approximately

$206,000

(not taking into account approximately $147,000 in tax obligations that may be paid using investment income classified in the Trust Account).

The Company’s liquidity needs through the consummation of the Initial Public Offering were satisfied through a payment of $25,000 from the Sponsor to purchase Founders Shares, and the loan proceeds from the Sponsor of $80,000

under the note (the “Note”). The Company repaid the Note in full on January 7, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of September 30, 2021, approximately $2.0

million was drawn on the working capital loan -related party, presented at its fair value of approximately

1.98

million on the accompanying unaudited condensed balance sheets.

In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”)

2014-15,

“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to

liquidate after January 7, 2023. The financial statements

do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Note 2—Basis of Presentation and Restatement of Previously Issued Financial Statements

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form

10-Q

and Article 8 of Regulation

S-X

and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021.

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CRUCIBLE ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus and the Current Report on Form

8-K

filed by the Company with the SEC on January 6, 2021 and January 13, 2021, respectively.

Restatement of Previously Reported Financial Statements

In the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, as filed with the SEC on November 15, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A common stock subject to redemption in temporary equity. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than

$5,000,001.

Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form

10-Qs

for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all Class A common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to the Affected Quarterly Period in this quarterly report. The previously presented Affected Quarterly Period should no longer be relied upon.

The change in the carrying value of the redeemable Class A common stock at March 31, 2021 resulted in a reclassification of approximately 3.2 million Class A common stock from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021:


As of March 31, 2021	As Previously Reported		Adjustment			As Restated
Total assets	$	260,258,867	$	—		$	260,258,867
Total liabilities	$	28,032,792	$	—		$	28,032,792
Class A common stock subject to possible redemption		227,226,070		31,523,930			258,750,000
Preferred stock		—		—			—
Class A common stock		315		(315	)		—
Class B common stock		647		—			647
Additional paid-in capital		3,128,282		(3,128,282	)		—
Retained earnings (accumulated deficit)		1,870,761		(28,395,334	)		(26,524,573	)

Total stockholders’ equity (deficit)	$	5,000,005	$	(31,523,931	)	$	(26,523,926	)

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	260,258,867	$	—		$	260,258,867

The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above.

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021:


For the three months ended March 31, 2021
	As Previously Reported		Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A common stock subject to possible redemption as revised	$	224,491,250	$	(224,491,250	)	$	—
Change in value of Class A common stock subject to possible redemption	$	2,734,820	$	(2,734,820	)	$	—

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CRUCIBLE ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The change in the carrying value of the redeemable Class A common stock at June 30, 2021 resulted in a reclassification of approximately 3.0 million Class A common stock from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021:


As of June 30, 2021	As Previously Reported		Adjustment			As Restated
Total assets	$	259,884,404	$	—		$	259,884,404
Total liabilities	$	25,890,366	$	—		$	25,890,366
Class A common stock subject to possible redemption		228,994,030		29,755,970			258,750,000
Preferred stock		—		—			—
Class A common stock		298		(298	)		—
Class B common stock		647		—			647
Additional paid-in capital		1,360,339		(1,360,339	)		—
Retained earnings (accumulated deficit)		3,638,724		(28,395,334	)		(24,756,610	)

Total stockholders’ equity (deficit)	$	5,000,008	$	(29,755,971	)	$	(24,755,963	)

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	259,884,404	$	—		$	259,884,404

The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above.

For the six months ended June 30, 2021

As Previously
Reported

Adjustment

As Restated

Supplemental Disclosure of Noncash Financing Activities:

SEC Form 10-Q/A filed by Crucible Acquisition Corporation (Amendment)