CRUCIBLE ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Underwriting Agreement
The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to
3,375,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on January 7, 2021.
The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $5.2 million in the aggregate, paid upon the closing of
the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or approximately $9.1 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the
Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
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 Companys 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 financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
Note 6Stockholders Equity
On
January 4, 2021, the Companys Board adopted resolutions of the Board to ratify, approve and recommend stockholder approval of an amendment to the Companys Amended and Restated Certificate of Incorporation, as amended, to revise
Article IV, thereof in order to effect an increase in the authorized number of shares of the Companys Class A common stock, par value of $0.0001, from 80,000,000 to 500,000,000, and preferred stock, par value of $0.0001, from 1,000,000 to
5,000,000 (the Amendment).
Preferred Stock Voting and other rights and preferences as may be determined from time to
time by the Companys board of directors. As of March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.
Class A Common Stock As of March 31, 2021, there were 3,152,393 shares of Class A common
stock issued or outstanding, excluding 22,722,607 shares of Class A common stock subject to possible redemption.
Class B Common Stock The Company is authorized to issue 20,000,000 shares of Class B
common stock with a par value of $0.0001 per share. On September 14, 2020, the Company issued 5,750,000 shares of Class B common stock to the Sponsor. On January 4, 2021, the Company effected a 1:1.125 stock split of Class B
common stock, resulting in an aggregate of 6,468,750 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. Of the 6,468,750 shares of Class B
common stock, up to 843,750 shares of Class B common stock were subject to forfeiture to the extent that the underwriters over-allotment option was not exercised in full or in part, so that the Initial Stockholders would
collectively own 20% of the Companys issued and outstanding common stock after the Initial Public Offering. The underwriter exercised its over-allotment option in full on January 7, 2021; thus, these 843,750 shares of Class B
common stock were no longer subject to forfeiture.
Common stockholders of record are entitled to one vote for each share held on all matters to be voted
on by stockholders and vote together as a single class, except as required by law; provided, that, prior to the initial Business Combination, holders of the Class B common stock will have the right to elect all of the Companys directors
and remove members of the board of directors for any reason, and holders of the Class A common stock will not be entitled to vote on the election of directors during such time.
The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the
option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject
to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess
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