Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On November 28, 2022, Crucible Acquisition Corporation, a Delaware corporation
(the "Company"), held a special meeting of its stockholders (the "Special
Meeting") at which the Company's stockholders approved the Charter Amendments
(as defined below). In connection therewith, the Company gave formal notice to
The New York Stock Exchange (the "NYSE") on November 28, 2022 of its intention
to dissolve and liquidate and requested that the NYSE file a Form 25 with the
U.S. Securities and Exchange Commission to delist the Company's securities.
Item 3.03 Material Modification to Rights of Security Holders.
On November 28, 2022, the Company filed a Certificate of Amendment (the
"Certificate of Amendment") to the Company's Amended and Restated Certificate of
Incorporation (the "Charter") with the Secretary of State of the State of
Delaware to: (A) amend the date by which the Company must cease its operations
except for the purpose of winding up if it fails to complete a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses, and redeem all of the shares
of Class A common stock, par value $0.0001 per share, of the Company, included
as part of the units sold in the Company's initial public offering that was
completed on January 7, 2021 (the "IPO"), whether such shares were purchased in
the IPO or in the secondary market following the IPO (including shares sold
pursuant to the underwriters' overallotment option, collectively, the "Public
Shares"), from January 7, 2023 to November 30, 2022 (the "First Amendment"); and
(B) to eliminate from the Charter the limitation that the Company may not redeem
Public Shares to the extent that such redemption would result in the Company
having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1)
of the Securities Exchange Act of 1934) of less than $5,000,001 (the "Redemption
Limitation") in order to allow the Company to redeem Public Shares irrespective
of whether such redemption would exceed the Redemption Limitation (the "Second
Amendment" and, together with the First Amendment, the "Charter Amendments"). A
copy of the Certificate of Amendment is filed herewith as Exhibit 3.1 and is
incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The information set forth in Items 3.01 and 3.03 of this Current Report on Form
8-K is incorporated herein by reference.
At the Special Meeting, the following proposals were considered and acted upon
by the stockholders of the Company: (1) a proposal to approve the First
Amendment (the "First Amendment Proposal"); and (2) a proposal to approve the
Second Amendment (the "Second Amendment Proposal"). The number of votes cast for
or against, as well as the number of abstentions as to each proposal, are set
forth below:
1. First Amendment Proposal
Votes For Votes Against Abstentions
25,783,457 84,493 12,148
Accordingly, the First Amendment Proposal was approved.
2. Second Amendment Proposal
Votes For Votes Against Abstentions
25,744,874 88,770 46,454
Accordingly, the Second Amendment Proposal was approved.
The results reported above are final voting results. No other matters were
considered or voted upon at the meeting. In connection with the approval and
implementation of the Amendments, the holders of 24,243,057 Public Shares
exercised their right to redeem their shares for cash at a redemption price of
approximately $10.09 per share, for an aggregate redemption amount of
$244,554,766.56. Following such redemptions, 1,631,943 Public Shares remain
outstanding, which, pursuant to the First Amendment, in connection with the
winding up of the Company, will be redeemed for cash at a redemption price of
approximately $10.03 per share, for an aggregate redemption amount of
$16,362,422.20.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit
No. Description of Exhibits
3.1 Certificate of Amendment of the Amended and Restated Certificate of
Incorporation of Crucible Acquisition Corporation
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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