Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related Audit
Report or Completed Interim Report.
In connection with the preparation of the financial statements of Crucible
Acquisition Corporation (the "Company") as of December 31, 2021, the Company
reevaluated the classification of its Class A common stock. The Company
previously determined the Class A common stock subject to possible redemption to
be equal to the redemption value of $10.00 per share of Class A common stock
while also taking into consideration the requirement in the Company's amended
and restated certificate of incorporation that a redemption cannot result in the
Company's net tangible assets being less than $5,000,001. Upon further
evaluation, the Company determined that the Class A common stock issued during
the initial public offering include certain redemption features not solely
within the Company's control that, under Accounting Standards Codification
("ASC") 480-10-S99, Distinguishing Liabilities from Equity, require such shares
to be classified as temporary equity, regardless of the minimum net tangible
assets required to complete the Company's initial business combination.
Therefore, on January 26, 2022, the Company's management and audit committee of
the board of directors (the "Audit Committee") concluded that the Company's
previously issued audited balance sheet dated as of January 7, 2021, which was
related to the Company's initial public offering, and unaudited interim
financial statements included in the Company's Quarterly Reports on Form 10-Q
for the quarterly periods ended March 31, 2021 and June 30, 2021 (collectively,
the "Relevant Periods") should be restated to report all shares of Class A
common stock subject to possible redemption as temporary equity. Considering
such restatement, such financial statements, as well as the relevant portions of
any communication which describes or are based on such financial statements,
should no longer be relied upon. The Company plans to file an Amendment to its
Current Report on Form 8-K dated January 13, 2021 and an Amendment to its
Quarterly Report on Form 10-Q for the period ended September 30, 2021 (the
"Third Quarter Report") to include the restated financial statements for the
Relevant Periods.
The Company's management has concluded that, in light of the classification
error described above, a material weakness exists in the Company's internal
control over financial reporting, 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 the Third Quarter Report.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with
Withum Smith+Brown, PC, the Company's independent registered public accounting
firm.
IMPORTANT LEGAL INFORMATION
Cautionary Statement Regarding Forward-Looking Statements
This report may include "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, including those
relating to the filing of the Form 10-Q for the period ended September 30, 2021,
other than statements of historical fact included in this report are
forward-looking statements. When used in this report, words such as
"anticipate," "believe," "estimate," "expect," "intend" and similar expressions,
as they relate to the Company or its management team, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of
management, as well as assumptions made by, and information currently available
to, the Company's management. Actual results could differ materially from those
contemplated by the forward-looking statements as a result of certain factors
detailed in the Company's filings with the Securities and Exchange Commission
(the "SEC"). All subsequent written or oral forward-looking statements
attributable to the Company or persons acting on its behalf are qualified in
their entirety by this paragraph. Forward-looking statements are subject to
numerous conditions, many of which are beyond the control of the Company,
including those set forth in the Risk Factors section of the Company's Annual
Report on Form 10-K, as it may be amended, filed with the SEC. Copies of such
filings are available on the SEC's website, www.sec.gov. The Company undertakes
no obligation to update these statements for revisions or changes after the date
of this release, except as required by law.
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