SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

 

Cricut, Inc.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

22658D100

(CUSIP Number)

Abdiel Capital

90 Park Avenue, 29th Floor

New York, NY 10016

Attn: Colin T. Moran

Tel: (646) 496-9202

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 12, 2021

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*

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 disclosures provided in a prior cover page.

The information required on 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).

 

 

 


1.  

NAME OF REPORTING PERSONS

 

Abdiel Qualified Master Fund, LP

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

3.  

SEC USE ONLY

 

4.  

SOURCE OF FUNDS

 

WC

5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐

 

6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   7.   

SOLE VOTING POWER

 

0

   8.   

SHARED VOTING POWER

 

3,677,911

   9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

3,677,911

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,677,911

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

22.4% (1)

14.  

TYPE OF REPORTING PERSON

 

PN

 

(1)

Based on 16,434,702 shares of Class A Common Stock outstanding as of May 6, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended March 31, 2021 filed with the Securities and Exchange Commission on May 13, 2021.

 

2


1.  

NAME OF REPORTING PERSONS

 

Abdiel Capital, LP

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

3.  

SEC USE ONLY

 

4.  

SOURCE OF FUNDS

 

WC

5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐

 

6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   7.   

SOLE VOTING POWER

 

0

   8.   

SHARED VOTING POWER

 

114,771

   9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

114,771

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

114,771

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.7% (1)

14.  

TYPE OF REPORTING PERSON

 

PN

 

(1)

Based on 16,434,702 shares of Class A Common Stock outstanding as of May 6, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended March 31, 2021 filed with the Securities and Exchange Commission on May 13, 2021.

 

3


1.  

NAME OF REPORTING PERSONS

 

Abdiel Capital Management, LLC

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

3.  

SEC USE ONLY

 

4.  

SOURCE OF FUNDS

 

AF

5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐

 

6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   7.   

SOLE VOTING POWER

 

0

   8.   

SHARED VOTING POWER

 

3,792,682 (1)

   9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

3,792,682 (1)

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,792,682 (1)

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

23.1% (2)

14.  

TYPE OF REPORTING PERSON

 

OO

 

(1)

Consists of 3,677,911 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 114,771 shares of Common Stock held by Abdiel Capital, LP.

(2)

Based on 16,434,702 shares of Class A Common Stock outstanding as of May 6, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended March 31, 2021 filed with the Securities and Exchange Commission on May 13, 2021.

 

4


1.  

NAME OF REPORTING PERSONS

 

Abdiel Capital Advisors, LP

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

3.  

SEC USE ONLY

 

4.  

SOURCE OF FUNDS

 

AF

5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐

 

6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   7.   

SOLE VOTING POWER

 

0

   8.   

SHARED VOTING POWER

 

3,792,682 (1)

   9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

3,792,682 (1)

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,792,682 (1)

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

23.1% (2)

14.  

TYPE OF REPORTING PERSON

 

PN, IA

 

(1)

Consists of 3,677,911 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 114,771 shares of Common Stock held by Abdiel Capital, LP.

 

(2)

Based on 16,434,702 shares of Class A Common Stock outstanding as of May 6, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended March 31, 2021 filed with the Securities and Exchange Commission on May 13, 2021.

 

5


1.  

NAME OF REPORTING PERSONS

 

Colin T. Moran

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

3.  

SEC USE ONLY

 

4.  

SOURCE OF FUNDS

 

AF

5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐

 

6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   7.   

SOLE VOTING POWER

 

0

   8.   

SHARED VOTING POWER

 

3,792,682 (1)

   9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

3,792,682 (1)

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,792,682 (1)

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

23.1% (2)

14.  

TYPE OF REPORTING PERSON

 

IN

 

(1)

Consists of 3,677,911 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 114,771 shares of Common Stock held by Abdiel Capital, LP.

(2)

Based on 16,434,702 shares of Class A Common Stock outstanding as of May 6, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended March 31, 2021 filed with the Securities and Exchange Commission on May 13, 2021.

 

6


AMENDMENT NO. 1 TO SCHEDULE 13D

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on June 25, 2021 (the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined.

 

Item 5.

Interest in Securities of the Issuer.

The following paragraphs of Item 5 of the Schedule 13D are hereby amended and restated as follows:

(a) – (b) The information requested by these paragraphs is incorporated herein by reference to the cover pages to this Amendment No. 1 to Schedule 13D.

(c) Information with respect to all transactions in the Common Stock effected by the Reporting Persons since the filing of the initial Schedule 13D is incorporated herein by reference to Exhibit A attached hereto.

 

Item 7.

Material to be Filed as Exhibits.

Exhibit A - Transactions Since the Filing of the Initial Schedule 13D

 

7


SIGNATURES

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

Dated: July 13, 2021

 

ABDIEL QUALIFIED MASTER FUND, LP
By:   Abdiel Capital Management, LLC,
  its General Partner
By:  

/s/ Colin T. Moran

  Colin T. Moran, Managing Member
ABDIEL CAPITAL, LP
By:   Abdiel Capital Management, LLC,
  its General Partner
By:  

/s/ Colin T. Moran

  Colin T. Moran, Managing Member
ABDIEL CAPITAL MANAGEMENT, LLC
By:  

/s/ Colin T. Moran

  Colin T. Moran, Managing Member
ABDIEL CAPITAL ADVISORS, LP
By:   Abdiel Capital Partners, LLC,
  its General Partner
By:  

/s/ Colin T. Moran

  Colin T. Moran, Managing Member
COLIN T. MORAN
By:  

/s/ Colin T. Moran

  Colin T. Moran, Individually

 

8


EXHIBIT A

TRANSACTIONS EFFECTED SINCE THE MOST RECENT FILING OF SCHEDULE 13D

All of the below transactions in the Common Stock were traded in the ordinary course on the NASDAQ Stock Market.

Abdiel Capital Advisors, LP serves as the investment manager of Abdiel Qualified Master Fund, LP and effected the below transactions.

 

Transaction Date

   Transaction
Type
     Amount of
Securities
     Price Per
Share
 

7/06/2021

     Purchase        29,999      $ 33.77  (1) 

7/06/2021

     Purchase        24,344      $ 34.29  (2) 

7/07/2021

     Purchase        24,604      $ 33.70  (3) 

7/07/2021

     Purchase        12,842      $ 34.15  (4) 

7/08/2021

     Purchase        1,515      $ 33.91  (5) 

7/08/2021

     Purchase        24,003      $ 34.47  (6) 

7/12/2021

     Purchase        1,551      $ 32.92  (7) 

7/12/2021

     Purchase        48,781      $ 33.32  (8) 

7/12/2021

     Purchase        11,440      $ 34.48  (9) 

7/12/2021

     Purchase        1,154      $ 35.00  

Abdiel Capital Advisors, LP serves as the investment manager of Abdiel Capital, LP and effected the below transactions.

 

Transaction Date

   Transaction
Type
     Amount of
Securities
     Price Per
Share
 

7/06/2021

     Purchase        1,333      $ 33.77  (1) 

7/06/2021

     Purchase        1,082      $ 34.29  (2) 

7/07/2021

     Purchase        736      $ 33.70  (3) 

7/07/2021

     Purchase        384      $ 34.15  (4) 

7/08/2021

     Purchase        47      $ 33.91  (5) 

7/08/2021

     Purchase        751      $ 34.47  (6) 

7/12/2021

     Purchase        49      $ 32.92  (7) 

7/12/2021

     Purchase        1,525      $ 33.32  (8) 

7/12/2021

     Purchase        358      $ 34.48  (9) 

7/12/2021

     Purchase        36      $ 35.00  

 

(1)

The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $33.65 to $34.00. The Reporting Person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(2)

The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $34.00 to $34.80. The Reporting Person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(3)

The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $33.20 to $34.00. The Reporting Person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(4)

The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $34.00 to $34.40. The Reporting Person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(5)

The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $33.69 to $33.99. The Reporting Person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(6)

The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $34.00 to $34.99. The Reporting Person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

 

9


(7)

The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $32.69 to $33.00. The Reporting Person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(8)

The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $33.00 to $33.95. The Reporting Person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(9)

The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $34.03 to $34.99. The Reporting Person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

 

10