February 16, 2021

 

Via EDGAR

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

 

 

 

Ladies and Gentlemen:

 

On behalf of our client, Cricut, Inc. (“Cricut” or the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated February 12, 2021, relating to the above referenced Amendment No. 2 to Draft Registration Statement on Form S-1 submitted to the Commission on February 1, 2021 (the “Draft Registration Statement”).  We are concurrently submitting via EDGAR this letter and a revised draft of the Registration Statement (“Revised Registration Statement”).  For the Staff’s reference, we are providing to the Staff a copy of this letter as well as both a clean copy of the Revised Registration Statement and a copy marked to show all changes from the version confidentially submitted on February 1, 2021.

 

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except for page references appearing in the headings and Staff comments below (which are references to the Draft Registration Statement submitted on February 1, 2021), all page references herein correspond to the page of the Revised Registration Statement.

austin        beijing        boston        brussels        hong kong        london        los angeles        new york        palo alto
san diego        san francisco        seattle        shanghai        washington, dc        wilmington, de

 

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Securities and Exchange Commission

February 16, 2021

Page 2

 

Draft Registration Statement on Form S-1

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Quarterly Results of Operations and Key Metrics

Quarterly Results of Operations, page 97

 

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the timing of recognizing revenue for connected machines does not always correspond with the timing of user acquisition.  The Company recognizes revenue on a connected machine when control of the promised good is transferred to its customers.  The owner of a new connected machine, however, becomes a user only when they register that machine with the Company using their email address. The increase in the number of users as of September 30, 2020 was a reflection of the significant increase in sales of connected machines during the three months ended June 30, 2020, and to a lesser extent the three months ended September 30, 2020, and the decrease in revenue in the three months ended September 30, 2020 was primarily due to inventory constraints during the quarter. In response to the Staff’s comment, the Company has revised its disclosure on page 101.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

11. Stock Based Compensation, page F-27

The Company acknowledges the Staff’s comment and respectfully advises the Staff that once a preliminary IPO price is known, the Company will provide the Staff with the information requested on a supplemental basis.

 

 

 

 

*****

 

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Securities and Exchange Commission

February 16, 2021

Page 3

 

Please direct any questions regarding the Company’s responses or the Revised Registration Statement to me at (650) 565-3574 or rpavri@wsgr.com.