UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~January~~ September 26, 2022

Crucible Acquisition Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-39837

85-3052152

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

700 Front Street, Suite 104 Louisville, Colorado 80027		80027
645 Walnut Street Boulder, Colorado		80302
(Address of principal executive offices)		(Zip Code)

(401) 216-7635

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K ~~filing~~ is intended to simultaneously satisfy the filing obligation of the ~~registrant~~Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant	CRU.U	~~The~~ New York Stock Exchange
Class A common stock, par value $0.0001 per share	CRU	~~The~~ New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	CRU WS	~~The~~ New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 43.0201. ~~Non-Reliance~~Notice onof ~~Previously~~Delisting ~~Issued~~or ~~Financial~~Failure ~~Statements~~to orSatisfy ~~Related~~a ~~Audit~~Continued ~~Report~~Listing Rule or ~~Completed~~Standard; ~~Interim~~Transfer ~~Report~~of Listing.

InOn ~~connection~~September 23, ~~with~~2022, Crucible Acquisition Corporation (the ~~preparation~~“Company”) offiled a preliminary proxy statement (the ~~financial~~“Preliminary ~~statements~~Proxy ofStatement”) ~~Crucible~~with ~~Acquisition~~the ~~Corporation~~U.S. Securities and Exchange Commission (the “~~Company~~SEC”) asin ofconnection ~~December 31,~~with ~~2021,~~a stockholder vote to amend the Company’s ~~reevaluated~~Amended ~~the~~and ~~classification~~Restated Certificate of ~~its~~Incorporation ~~Class A~~(the ~~common~~“Amendment”) ~~stock.~~to ~~The~~amend the date by which the Company ~~previously~~must ~~determined~~cease its operations except for the ~~Class A~~purpose ~~common~~of ~~stock~~winding ~~subject~~up toif ~~possible~~it ~~redemption~~fails to becomplete ~~equal~~a tomerger, ~~the~~capital ~~redemption~~stock ~~value~~exchange, ofasset ~~$10.00~~acquisition, ~~per~~stock ~~share~~purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”), and redeem all of the shares of Class A common stock, ~~while~~par ~~also~~value ~~taking~~$0.0001 ~~into~~per ~~consideration~~share, of the ~~requirement~~Company, included as part of the units sold in the Company’s ~~amended~~initial ~~and~~public ~~restated~~offering ~~certificate~~that ofwas ~~incorporation~~completed ~~that~~on aJanuary 7, ~~redemption~~2021, ~~cannot~~from ~~result~~January 7, in2023 (the ~~Company’s~~“Original ~~net~~Termination ~~tangible~~Date”) ~~assets~~to ~~being~~an ~~less~~earlier ~~than~~date ~~$5,000,001~~in 2022 (the “Amended Termination Date”). ~~Upon~~As ~~further~~disclosed ~~evaluation~~in the Preliminary Proxy Statement, there will be no redemption rights or liquidating distributions with respect to the Company’s ~~determined~~warrants, ~~that~~which will expire worthless if the ~~Class A~~Company ~~common~~fails ~~stock~~to ~~issued~~complete ~~during~~an initial Business Combination by the ~~initial~~Original ~~public~~Termination ~~offering~~Date ~~include~~or, ~~certain~~if ~~redemption~~the ~~features~~Amendment ~~not~~is ~~solely~~approved ~~within~~by the Company’s ~~control~~stockholders, ~~that~~the Amended Termination Date. Following the filing of the Preliminary Proxy Statement, ~~under~~on ~~Accounting~~September 26, ~~Standards~~2022, ~~Codification~~the New York Stock Exchange (the “~~ASC~~NYSE”) ~~480-10-S99,~~notified ~~Distinguishing~~the ~~Liabilities~~Company, ~~from~~and ~~Equity~~publicly announced, ~~require~~that ~~such~~the ~~shares~~NYSE determined to commence proceedings to delist the Company’s warrants from the NYSE and that trading in the Company’s warrants would be ~~classified~~suspended asimmediately ~~temporary~~due ~~equity,~~to ~~regardless~~trading price levels pursuant to Section 802.01D of the ~~minimum~~NYSE ~~net~~Listed ~~tangible~~Company ~~assets~~Manual. ~~required~~The Company does not intend to ~~complete~~appeal the ~~Company~~NYSE’s ~~initial business combination~~determination.

~~Therefore,~~Forward onLooking ~~January 26,~~Statements 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~~This ~~Company’s~~report ~~management~~may ~~has~~include ~~concluded~~“forward-looking ~~that~~statements” within the meaning of Section 27A of the Securities Act of 1933, inas ~~light~~amended, and Section 21E of the ~~classification~~Securities ~~error~~Exchange ~~described~~Act ~~above~~of 1934, as amended. All statements 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 ~~material~~result ~~weakness~~of ~~exists~~certain factors detailed in the Company’s ~~internal~~filings with 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 ~~over~~of ~~financial~~the ~~reporting~~Company, ~~and~~including ~~that~~those set forth in the Risk Factors section of the Company’s ~~disclosure~~Annual ~~controls~~Report ~~and~~on ~~procedures~~Form ~~were~~10-K ~~not~~filed ~~effective.~~with ~~The~~the SEC on March 31, 2022, the Company’s ~~remediation~~Quarterly ~~plan~~Reports on Form 10-Q filed with ~~respect~~the toSEC ~~such~~on ~~material~~May 13, ~~weakness~~2022 isand ~~described~~August 12, in2022 ~~more~~and ~~detail~~the Preliminary Proxy Statement, and as any of those may be further amended and/or supplemented in subsequent filings with the ~~Third~~SEC. ~~Quarter~~Copies ~~Report~~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 report, except as required by law.

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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Crucible Acquisition Corporation
Date: January 26, 2022	By:	/s/ James M. Lejeal
Date: September 26, 2022	By:	/s/ James M. Lejeal
	Name:	James M. Lejeal
	Title:	Chief Executive Officer

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