Sec Form 13G Filing - Foundry Crucible I LLC filing for Crucible Acquisition Corp (CRU) - 2022-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

 

 

  UNITED STATES  
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  
     

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.  )*

 

Crucible Acquisition Corp.

(Name of Issuer)

 

Class A common stock, par value $0.0001 per share 

(Title of Class of Securities)

 

22877P 108 

(CUSIP Number)

 

December 31, 2021 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

CUSIP No. 22877P 108
  1. Names of Reporting Persons
Foundry Crucible I, LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
6,368,750 shares (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
6,368,750 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,368,750 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11. Percent of Class Represented by Amount in Row (9)
19.8% of Class A Common Stock (3)
 
  12. Type of Reporting Person (See Instructions)
OO
           

(1)This Schedule 13G is filed by Foundry Crucible I, LLC (the “Sponsor”), Foundry Group Next 2018, L.P. (“2018 LP”), FG Next GP 2018, LLC (“2018 LLC”), Brad Feld (“Feld”), Seth Levine (“Levine”) and Ryan McIntyre (“McIntyre” and with Feld and Levine, the “Managing Members”) (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)Consists of 6,368,750 shares of Class B common stock, par value $0.0001 per share, of the Issuer (“Class B Common Stock”) held by the Sponsor. Shares of Class B Common Stock are convertible to shares of Class A common stock, par value $0.0001 per share, of the Issuer (“Class A Common Stock”) on a 1:1 basis at the option of the holder.

(3)The ownership percentage is based on a total of 32,243,750 shares of Class A Common Stock outstanding, which is the sum of (i) 25,875,000 shares of Class A Common Stock outstanding as of as of February 4, 2022 as reported in the Issuer’s Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021, and (ii) the 6,368,750 shares of Class A Common Stock issuable upon conversion of the shares of Class B Common Stock as reported in this Report, in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended.

 

 

 

CUSIP No. 22877P 108
  1. Names of Reporting Persons
Foundry Group Next 2018, L.P.
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
6,368,750 shares (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
6,368,750 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,368,750 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11. Percent of Class Represented by Amount in Row (9)
19.8% of Class A Common Stock (3)
 
  12. Type of Reporting Person (See Instructions)
PN
           

 

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)Consists of shares of the Issuer’s Class B Common Stock held by the Sponsor, which are convertible to Class A Common Stock on a 1:1 basis at the option of the holder. 2018 LP is the managing member of the Sponsor and, accordingly, may be deemed to share voting and dispositive power with respect to such shares and be deemed to beneficially own such shares.

(3)The ownership percentage is based on a total of 32,243,750 shares of Class A Common Stock outstanding, which is the sum of (i) 25,875,000 shares of Class A Common Stock outstanding as of as of February 4, 2022 as reported in the Issuer’s Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021, and (ii) the 6,368,750 shares of Class A Common Stock issuable upon conversion of the shares of Class B Common Stock as reported in this Report, in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended.

 

 

 

CUSIP No. 22877P 108
  1. Names of Reporting Persons
FG Next GP 2018, LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
6,368,750 shares (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
6,368,750 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,368,750 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11. Percent of Class Represented by Amount in Row (9)
19.8% of Class A Common Stock (3)
 
  12. Type of Reporting Person (See Instructions)
OO
           

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)Consists of shares of the Issuer’s Class B Common Stock held by the Sponsor, which are convertible to Class A Common Stock on a 1:1 basis at the option of the holder. 2018 LLC is the general partner of 2018 LP and, accordingly, may be deemed to share voting and dispositive power with respect to such shares and be deemed to beneficially own such shares.

(3)The ownership percentage is based on a total of 32,243,750 shares of Class A Common Stock outstanding, which is the sum of (i) 25,875,000 shares of Class A Common Stock outstanding as of as of February 4, 2022 as reported in the Issuer’s Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021, and (ii) the 6,368,750 shares of Class A Common Stock issuable upon conversion of the shares of Class B Common Stock as reported in this Report, in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended.

 

 

 

CUSIP No. 22877P 108
  1. Names of Reporting Persons
Bradley A. Feld
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
United States of America
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
 6,368,750 shares (2)
 
7. Sole Dispositive Power
 0
 
8. Shared Dispositive Power
6,368,750 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,368,750 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11. Percent of Class Represented by Amount in Row (9)
19.8% of Class A Common Stock (3)
 
  12. Type of Reporting Person (See Instructions)
IN
           

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)Consists of shares of the Issuer’s Class B Common Stock held by the Sponsor, which are convertible to Class A Common Stock on a 1:1 basis at the option of the holder. The Managing Members are the manging members of 2018 LLC and, accordingly, may be deemed to share voting and dispositive power with respect to such shares and be deemed to beneficially own such shares.

(3)The ownership percentage is based on a total of 32,243,750 shares of Class A Common Stock outstanding, which is the sum of (i) 25,875,000 shares of Class A Common Stock outstanding as of as of February 4, 2022 as reported in the Issuer’s Quarterly Report on Fo rm 10-Q/A for the quarterly period ended September 30, 2021, and (ii) the 6,368,750 shares of Class A Common Stock issuable upon conversion of the shares of Class B Common Stock as reported in this Report, in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended.

 

 

 

CUSIP No. 22877P 108
  1. Names of Reporting Persons
Seth Levine
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
United States of America
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
 6,368,750 shares (2)
 
7. Sole Dispositive Power
 0
 
8. Shared Dispositive Power
6,368,750 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,368,750 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
19.8% of Class A Common Stock (3)
 
  12. Type of Reporting Person (See Instructions)
IN
           

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Consists of shares of the Issuer’s Class B Common Stock held by the Sponsor, which are convertible to Class A Common Stock on a 1:1 basis at the option of the holder. The Managing Members are the manging members of 2018 LLC and, accordingly, may be deemed to share voting and dispositive power with respect to such shares and be deemed to beneficially own such shares.
(3)The ownership percentage is based on a total of 32,243,750 shares of Class A Common Stock outstanding, which is the sum of (i) 25,875,000 shares of Class A Common Stock outstanding as of as of February 4, 2022 as reported in the Issuer’s Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021, and (ii) the 6,368,750 shares of Class A Common Stock issuable upon conversion of the shares of Class B Common Stock as reported in this Report, in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended.

 

 

CUSIP No. 22877P 108
  1. Names of Reporting Persons
Ryan A. McIntyre
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
United States of America
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
 6,368,750 shares (2)
 
7. Sole Dispositive Power
 0
 
8. Shared Dispositive Power
6,368,750 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,368,750 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
19.8% of Class A Common Stock (3)
 
  12. Type of Reporting Person (See Instructions)
IN
           

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Consists of shares of the Issuer’s Class B Common Stock held by the Sponsor, which are convertible to Class A Common Stock on a 1:1 basis at the option of the holder. The Managing Members are the manging members of 2018 LLC and, accordingly, may be deemed to share voting and dispositive power with respect to such shares and be deemed to beneficially own such shares.
(3)The ownership percentage is based on a total of 32,243,750 shares of Class A Common Stock outstanding, which is the sum of (i) 25,875,000 shares of Class A Common Stock outstanding as of as of February 4, 2022 as reported in the Issuer’s Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021, and (ii) the 6,368,750 shares of Class A Common Stock issuable upon conversion of the shares of Class B Common Stock as reported in this Report, in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended.

 

 

Item 1.
 
  (a) Name of Issuer
Crucible Acquisition Corp.
  (b)

Address of Issuer’s Principal Executive Offices
700 Front St., Suite 104

Louisville, Colorado 80027

 
Item 2.
 
  (a)

Name of Person Filing

This statement is being filed jointly pursuant to §240.13d-1(k)(1) on behalf of each of the following persons:

1. Foundry Crucible I, LLC

2. Foundry Group Next 2018, L.P.

3. FG Next GP 2018, LLC

4. Bradley A. Feld

5. Seth Levine

6. Ryan A. McIntyre

  (b)

Address of Principal Business Office or, if none, Residence
645 Walnut Street

Boulder, CO 80302

  (c)

Citizenship

See Row 4 of cover page for each Reporting Person.

  (d)

Title of Class of Securities

Class A Common Stock

  (e)

CUSIP Number

22877P 108

 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   
  Not applicable
   
Item 4. Ownership
   
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: See Row 9 of cover page for each Reporting Person
(b) Percent of class: See Row 11 of cover page for each Reporting Person
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.
 
Item 5. Ownership of Five Percent or Less of a Class
   
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ¨.

 

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person
  Not applicable
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
  Not applicable
 
Item 8. Identification and Classification of Members of the Group
  Not applicable
 
Item 9. Notice of Dissolution of Group
  Not applicable
 
Item 10. Certification
  Not ap plicable

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2022

 

Foundry Crucible I, LLC  
   
By: Foundry Group Next 2018, L.P.  
Its Managing Member  
   
By: FG Next GP 2018, LLC  
its General Partner  
   
By: /s/ Bradley A. Feld  
  Name: Bradley A. Feld  
  Title: Managing Member  
   
Foundry Group Next 2018, L.P.  
   
By: FG Next GP 2018, LLC  
its General Partner  
   
By: /s/ Bradley A. Feld  
  Name: Bradley A. Feld  
  Title: Managing Member  
   
FG Next GP 2018, LLC  
   
By: /s/ Bradley A. Feld  
  Name: Bradley A. Feld  
  Title: Managing Member  
   
   
/s/ Bradley A. Feld  
Bradley A. Feld  
   
   
/s/ Seth Levine  
Seth Levine  
   
   
/s/ Ryan A. McIntyre  
Ryan A. McIntyre  

 

  ATTENTION  
     
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

 

Exhibit(s):

 

A - Joint Filing Statement

 

 

EXHIBIT A

 

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Class A Common Stock of Crucible Acquisition Corp. is filed on behalf of each of us.

 

Dated: February 14, 2022

 

Foundry Crucible I, LLC  
   
By: Foundry Group Next 2018, L.P.  
Its Managing Member  
   
By: FG Next GP 2018, LLC  
its General Partner  
   
By: /s/ Bradley A. Feld  
  Name: Bradley A. Feld  
  Title: Managing Member  
   
Foundry Group Next 2018, L.P.  
   
By: FG Next GP 2018, LLC  
its General Partner  
   
By: /s/ Bradley A. Feld  
  Name: Bradley A. Feld  
  Title: Managing Member  
   
FG Next GP 2018, LLC  
   
By: /s/ Bradley A. Feld  
  Name: Bradley A. Feld  
  Title: Managing Member  
   
   
/s/ Bradley A. Feld  
Bradley A. Feld  
   
   
/s/ Seth Levine  
Seth Levine  
   
   
/s/ Ryan A. McIntyre  
Ryan A. McIntyre