References to the "Company," "Crucible Acquisition Corporation," "Crucible
Acquisition," "our," "us" or "we" refer to Crucible Acquisition Corporation. The
following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the unaudited interim
condensed financial statements and the notes thereto contained elsewhere in this
report. Certain information contained in the discussion and analysis set forth
below includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form
10-Q/A
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have
based these forward-looking statements on our current expectations and
projections about future events. These forward-looking statements are subject to
known and unknown risks, uncertainties and assumptions about us that may cause
our actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as "may,"
"should," "could," "would," "expect," "plan," "anticipate," "believe,"
"estimate," "continue," or the negative of such terms or other similar
expressions. Factors that might cause or contribute to such a discrepancy
include, but are not limited to, those described in this and our other SEC
filings.
Overview
We are a blank check company incorporated in Delaware on September 16, 2020. We
were formed for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with
one or more businesses (the "Business Combination"). We are an emerging growth
company and, as such, the Company is subject to all of the risks associated with
emerging growth companies.
Our sponsor is Foundry Crucible I, LLC, a Delaware limited liability company.
The registration statement for our Initial Public Offering was declared
effective on January 4, 2021. On January 7, 2021, we consummated our Initial
Public Offering of 25,875,000 Units, including 3,375,000 Over-Allotment 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, we consummated
the Private Placement of 4,783,333 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 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, 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. We 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 Trust) at the time of the agreement to enter into
the initial Business Combination. However, we 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.

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If we are unable to complete a Business Combination within the Combination
Period, we 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 us to pay our 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 our obligations under Delaware law to provide for claims
of creditors and the requirements of other applicable law.
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, we 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.
Covid-19
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 our financial position, results of our
operations and/or search for a target company, the specific impact is not
readily determinable as of the date of the financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Results of Operations
Our entire activity since inception up to September 30, 2021 was in preparation
for our formation and the Initial Public Offering, and, subsequent to the
Initial Public Offering, identifying a target company for a Business
Combination. We will not be generating any operating revenues until the closing
and completion of our initial Business Combination at the earliest.
For the three months ended September 30, 2021, we had net income of
approximately $2.7 million, which consisted of approximately a $3.0 million
non-operating
gain resulting from the change in fair value of derivative warrant liabilities,
a $26,000
non-operating
gain resulting from the change in fair value of the working capital loan, and
approximately $23,000 of income from investments held in the Trust Account,
offset by approximately $294,000 in general and administrative expenses, $60,000
in general and administrative expenses-related party, and approximately $50,000
in franchise tax expense.

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For the nine months ended September 30, 2021, we had net income of approximately
$6.3 million, which consisted of approximately a $10.6 million
non-operating
gain resulting from the change in fair value of derivative warrant liabilities,
a $26,000
non-operating
gain resulting from the change in fair value of the working capital loan, and
approximately $73,000 of income from investments held in the Trust Account,
offset by approximately $3.2 million in general and administrative expenses,
$180,000 in general and administrative expenses-related party, approximately
$146,000 in franchise tax expense, and approximately $840,000 in offering costs
associated with derivative warrant liabilities.
For the period from September 16, 2020 (inception) through September 30, 2020,
we had net loss of approximately $1,000, which consisted of approximately $1,000
in general and administrative expenses, and franchise tax expense.
Contractual Obligations
Registration Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may
be issued upon conversion of Working Capital Loans, if any, (and any shares of
Class A common stock issuable upon the exercise of the Private Placement
Warrants and warrants that may be issued upon conversion of Working Capital
Loans and upon conversion of the Founder Shares) are entitled to registration
rights pursuant to a registration rights agreement signed upon the consummation
of the Initial Public Offering. The holders of these securities are entitled to
make up to three demands, excluding short form demands, that we register such
securities. In addition, the holders have certain "piggy-back" registration
rights with respect to registration statements filed subsequent to the
completion of the initial Business Combination. We will bear the expenses
incurred in connection with the filing of any such registration statements.
Critical Accounting Policies
Derivative Warrant Liabilities
The Company does not use derivative instruments to hedge exposures to cash flow,
market, or foreign currency risks. The Company evaluates all of its financial
instruments, including issued stock purchase warrants, to determine if such
instruments are derivatives or contain features that qualify as embedded
derivatives, pursuant to ASC 480 and FASB ASC Topic 815, "Derivatives and
Hedging" ("ASC 815"). The classification of derivative instruments, including
whether such instruments should be recorded as liabilities or as equity, is
reassessed at the end of each reporting period.
The warrants issued in connection with the Initial Public Offering (the "Public
Warrants") and the Private Placement Warrants are recognized as derivative
liabilities in accordance with ASC 815. Accordingly, the Company recognizes the
warrant instruments as liabilities at fair value and adjusts the carrying value
of the instruments to fair value at each reporting period until they are
exercised. The initial fair value of the Public Warrants issued in connection
with the Initial Public Offering and the fair value of the Private Placement
Warrants have been estimated using a binomial lattice model in a risk-neutral
framework. The fair value of the Public Warrants as of September 30, 2021 is
based on observable listed prices for such warrants. The fair value of the
Private Placement Warrants as of September 30, 2021 is determined using binomial
lattice model. The determination of the fair value of the warrant liability may
be subject to change as more current information becomes available and
accordingly the actual results could differ significantly. Derivative warrant
liabilities are classified as
non-current
liabilities as their liquidation is not reasonably expected to require the use
of current assets or require the creation of current liabilities.
Class A Common Stock Subject to Possible Redemption
The Company accounts for its Class A common stock subject to possible redemption
in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities
from Equity." Class A common stock subject to mandatory redemption (if any) is
classified as liability instruments and are measured at fair value.
Conditionally redeemable Class A common stock (including Class A common stock
that features redemption rights that are either within the control of the holder
or subject to redemption upon the occurrence of uncertain events not solely
within the Company's control) are classified as temporary equity. At all other
times, Class A common stock is classified as stockholders' equity. The Company's
Class A common stock feature certain redemption rights that are considered to be
outside of the Company's control and subject to the occurrence of uncertain
future events. Accordingly, as of September 30,

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2021, 25,875,000 shares of Class A common stock subject to possible redemption
is presented at redemption value as temporary equity, outside of the
stockholders' equity section of the Company's balance sheets. There were no
Class A shares issued or outstanding as of December 31, 2020.
Effective with the closing of the Initial Public Offering, the Company
recognized the accretion from initial book value to redemption amount, which
resulted in charges against additional
paid-in
capital (to the extent available) and accumulated deficit.
Net Income (Loss) Per Share of Common Stock
The Company complies with accounting and disclosure requirements of FASB ASC
Topic 260, "Earnings Per Share." The Company has two classes of shares, which
are referred to as Class A common stock and Class B common stock. Income and
losses are shared pro rata between the two classes of shares. Net income (loss)
per common share is calculated by dividing the net income (loss) by the weighted
average shares of common stock outstanding for the respective period.
The calculation of diluted net income (loss) does not consider the effect of the
warrants underlying the Units sold in the Initial Public Offering (including the
consummation of the Over-allotment) and the private placement warrants to
purchase an aggregate of 13,408,333 shares of Class A common stock in the
calculation of diluted income (loss) per share, because their exercise is
contingent upon future events and their inclusion would be anti-dilutive under
the treasury stock method. As a result, diluted net income (loss) per share is
the same as basic net income (loss) per share for the three and nine months
ended September 30, 2021. Accretion associated with the redeemable Class A
common stock is excluded from earnings per share as the redemption value
approximates fair value.
The Company has considered the effect of Class B common stock that were excluded
from weighted average number as they were contingent on the exercise of
over-allotment option by the underwriters. Since the contingency was satisfied,
the Company included these shares in the weighted average number as of the
beginning of the interim period to determine the dilutive impact of these
shares.

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