As filed with the U.S. Securities and Exchange Commission on January 4, 2021.

Registration No. 333-         

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

 

FORM S-1

 

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

  

  

Crucible Acquisition Corporation

(Exact name of registrant as specified in its charter)

 

Delaware		6770		85-3052152
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

  

 

1050 Walnut St. Ste 210

Boulder, Colorado 80302

Telephone: (401) 216-7635
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

  

 

James M. Lejeal
Chief Executive Officer
c/o Crucible Acquisition Corporation

1050 Walnut St. Ste 210

Boulder, Colorado 80302

Telephone: (401) 216-7635

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

  

 

Copies to:

 

Gregg A. Noel, Esq. P. Michelle Gasaway, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suit 3400 Los Angeles, California 90071 (213) 687-5000

Brian M. Janson, Esq. David A. Curtiss, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 (212) 373-3000

  

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-251495

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting company ☒ 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 7(a)(2)(B) of the Securities Act. ☐

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Security Being Registered		Amount Being Registered(2)				Proposed Maximum Offering Price per Security(1)				Proposed Maximum Aggregate Offering Price(1)				Amount of Registration Fee
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-third of one redeemable warrant			2,875,000			$	10.00			$	28,750,000			$	3,136.63
Class A common stock included as part of the units(3)			2,875,000				—				—				—	(4)
Redeemable warrants included as part of the units(3)			958,333				—				—				—	(4)
Total										$	28,750,000			$	3,136.63	(5)

 

(1) Estimated solely for the purpose of calculating the registration fee.

 

(2) Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-251495).

 

(3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

 

(4) No fee pursuant to Rule 457(g).

 

(5) The Registrant previously registered securities having a proposed maximum aggregate offering price of $230,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-251495), which was declared effective by the Securities and Exchange Commission on January 4, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $28,750,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

  

 

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

  

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-1 is being filed with respect to the registration of 2,875,000 additional units of Crucible Acquisition Corporation, a Delaware corporation (the “Registrant”), each consisting of one share of Class A common stock and one-third of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1 (File No. 333-251495) (the “Prior Registration Statement”), initially filed by the Registrant on December 18, 2020 and declared effective by the Securities and Exchange Commission (the “Commission”) on January 4, 2021. The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

 

CERTIFICATION

 

The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of January 5, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than January 5, 2021.

  

 

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16.
Exhibits and Financial Statement Schedules.

 

(a) Exhibits. All exhibits filed with or incorporated by reference in the Prior Registration Statement on Form S-1 (SEC File No. 333-251495) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

Exhibit		Description
5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1		Consent of WithumSmith+Brown, PC
23.2		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
24		Power of Attorney (included in signature page to the Registrant’s Prior Registration Statement (File No. 333-251495) filed on December 18, 2020

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boulder, on the 4^th day of January, 2021.

 

	CRUCIBLE ACQUISITION CORPORATION
	By:
	/s/ James M. Lejeal
	Name: James M. Lejeal
	Title: Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Name		Position		Date
/s/ James M. Lejeal		Chief Executive Officer and Director (principal executive officer and principal accounting officer)		January 4, 2021
James M. Lejeal
/s/ Brad Feld		Chairman of the Board of Directors		January 4, 2021
Brad Feld
/s/ Jason M. Lynch		Chief Administrative Officer		January 4, 2021
Jason M. Lynch
/s/ Sara Baack		Director		January 4, 2021
Sara Baack
/s/ Margaret E. Porfido		Director		January 4, 2021
Margaret E. Porfido
/s/ Jewel M. Burks		Director		January 4, 2021
Jewel M. Burks

 

 

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