UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 15)*
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)
November 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).
CUSIP No. 22658D100
| 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
9,451,623 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
9,451,623 | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,451,623 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.1% (1) | |||||
| 14. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Based on 36,274,100 shares of Class A Common Stock outstanding as of November 3, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2021 filed with the Securities and Exchange Commission on November 11, 2021. |
2
CUSIP No. 22658D100
| 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
296,700 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
296,700 | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
296,700 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8% (1) | |||||
| 14. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Based on 36,274,100 shares of Class A Common Stock outstanding as of November 3, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2021 filed with the Securities and Exchange Commission on November 11, 2021. |
3
CUSIP No. 22658D100
| 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
9,748,323 (1) | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
9,748,323 (1) | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,748,323 (1) | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9% (2) | |||||
| 14. | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Consists of 9,451,623 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 296,700 shares of Common Stock held by Abdiel Capital, LP. |
| (2) | Based on 36,274,100 shares of Class A Common Stock outstanding as of November 3, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2021 filed with the Securities and Exchange Commission on November 11, 2021. |
4
CUSIP No. 22658D100
| 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
9,748,323 (1) | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
9,748,323 (1) | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,748,323 (1) | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9% (2) | |||||
| 14. | TYPE OF REPORTING PERSON
PN, IA | |||||
| (1) | Consists of 9,451,623 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 296,700 shares of Common Stock held by Abdiel Capital, LP. |
| (2) | Based on 36,274,100 shares of Class A Common Stock outstanding as of November 3, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2021 filed with the Securities and Exchange Commission on November 11, 2021. |
5
CUSIP No. 22658D100
| 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
9,748,323 (1) | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
9,748,323 (1) | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,748,323 (1) | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9% (2) | |||||
| 14. | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Consists of 9,451,623 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 296,700 shares of Common Stock held by Abdiel Capital, LP. |
| (2) | Based on 36,274,100 shares of Class A Common Stock outstanding as of November 3, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2021 filed with the Securities and Exchange Commission on November 11, 2021. |
6
CUSIP No. 22658D100
AMENDMENT NO. 15 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, Amendment No. 1 thereto filed on July 13, 2021, Amendment No. 2 thereto filed on July 14, 2021, Amendment No. 3 thereto filed on July 20, 2021, Amendment No. 4 thereto filed on July 30, 2021, Amendment No. 5 thereto filed on August 2, 2021, Amendment No. 6 thereto filed on August 13, 2021, Amendment No. 7 thereto filed on August 18, 2021, Amendment No. 8 thereto filed on August 19, 2021, Amendment No. 9 thereto filed on August 23, 2021, Amendment No. 10 thereto filed on August 27, 2021, Amendment No. 11 thereto filed on September 16, 2021, Amendment No. 12 thereto filed on September 20, 2021, Amendment No. 13 thereto filed on September 23, 2021 and Amendment No. 14 thereto filed on November 12, 2021 (as so amended, 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. 15 to Schedule 13D.
| Item 7. | Material to be Filed as Exhibits. |
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CUSIP No. 22658D100
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: November 15, 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 | ||
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