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
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.
Liquidity and Capital Resources
At June 30, 2021, we had cash of approximately $751,000 and working capital
deficit of approximately $1.4 million (not taking into account approximately
$97,000 in tax obligations that may be paid using investment income classified
in the Trust Account).
Our 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 (Note
4). We repaid the Note in full on January 7, 2021. Subsequent to the
consummation of the Initial Public Offering, our 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 our
officers and directors may, but are not obligated to, provide us Working Capital
Loans (as defined in Note 4). As of June 30, 2021 and December 31, 2020, there
were no amounts outstanding under any Working Capital Loans.
Based on the foregoing, management believes that the Company will have the
borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain
of the Company's officers and directors to meet its needs through the earlier of
the consummation of a Business Combination or one year from this filing. Over
this time period, we will be using these funds for paying existing accounts
payable, identifying and evaluating prospective initial Business Combination
candidates, performing due diligence on prospective target businesses, paying
for travel expenditures, selecting the target business to merge with or acquire,
and structuring, negotiating and consummating the Business Combination.
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 condensed financial statements. The
condensed 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 June 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 June 30, 2021, we had net income of approximately
$1.8 million, which consisted of approximately a $4.5 million
non-operating
gain resulting from the change in fair value of derivative warrant liabilities
and approximately $8,000 of income from investments held in the Trust Account,
offset by approximately $2.6 million in general and administrative expenses,
$60,000 in general and administrative expenses - related party, and
approximately $49,000 in franchise tax expense.
For the six months ended June 30, 2021, we had net income of approximately
$3.6 million, which consisted of approximately a $7.5 million
non-operating
gain resulting from the change in fair value of derivative warrant liabilities
and approximately $50,000 of income from investments held in the Trust Account,
offset by approximately $2.9 million in general and administrative expenses,
$120,000 in general and administrative expenses - related party, approximately
$96,000 in franchise tax expense, and approximately $840,000 in offering costs
associated with derivative warrant liabilities.

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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 June 30, 2021 is based on
observable listed prices for such warrants. The fair value of the Private
Placement Warrants as of June 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 common stock subject to possible redemption in
accordance with the guidance in ASC 480. Shares of Class A common stock subject
to mandatory redemption (if any) are classified as a liability instrument and
are measured at fair value. Conditionally redeemable shares of Class A common
stock (including shares of Class A common stock that feature 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, shares of Class A common
stock are classified as stockholders' equity. The Company's Class A common stock
features certain redemption rights that are considered to be outside of the
Company's control and subject to occurrence of uncertain future events.
Accordingly, as of June 30, 2021, 22,899,403 shares of Class A common stock
subject to possible redemption at the redemption amount were presented at
redemption value as temporary equity, outside of the stockholders' equity
section of the unaudited condensed balance sheet. As of December 31, 2020, there
were no shares of Class A common stock subject to possible redemption.
Net Income (Loss) Per Share of Common Stock
The Company's condensed statements of operations include a presentation of net
income (loss) per share for Class A common stock subject to possible redemption
in a manner similar to the two-class method of net income (loss) per common
stock. Net income (loss) per common stock, basic and diluted, for Class A

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Table of Contents common stock is calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A common stock outstanding for the periods. Net income (loss) per common stock, basic and diluted, for Class B common stock is calculated by dividing the net income (loss), adjusted for income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the periods. Class B common stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account. The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive.

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