UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 29)*
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)
October 6, 2023
(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
Not Applicable | |||||
| 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
13,117,587 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
13,117,587 | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,117,587 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8% (1) | |||||
| 14. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Based on 52,972,343 shares of Class A Common Stock outstanding as of August 1, 2023, as reported in the Issuer’s Report on Form 10-Q for the period ended June 30, 2023 filed with the Securities and Exchange Commission on August 9, 2023. |
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
Not Applicable | |||||
| 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
468,716 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
468,716 | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
468,716 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% (1) | |||||
| 14. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Based on 52,972,343 shares of Class A Common Stock outstanding as of August 1, 2023, as reported in the Issuer’s Report on Form 10-Q for the period ended June 30, 2023 filed with the Securities and Exchange Commission on August 9, 2023. |
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
Not Applicable | |||||
| 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
13,586,303 (1) | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
13,586,303 (1) | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,586,303 (1) | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.7% (2) | |||||
| 14. | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Consists of 13,117,587 shares of Class A Common Stock held by Abdiel Qualified Master Fund, LP and 468,716 shares of Class A Common Stock held by Abdiel Capital, LP. |
| (2) | Based on 52,972,343 shares of Class A Common Stock outstanding as of August 1, 2023, as reported in the Issuer’s Report on Form 10-Q for the period ended June 30, 2023 filed with the Securities and Exchange Commission on August 9, 2023. |
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
Not Applicable | |||||
| 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
13,586,303 (1) | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
13,586,303 (1) | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,586,303 (1) | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.7% (2) | |||||
| 14. | TYPE OF REPORTING PERSON
PN, IA | |||||
| (1) | Consists of 13,117,587 shares of Class A Common Stock held by Abdiel Qualified Master Fund, LP and 468,716 shares of Class A Common Stock held by Abdiel Capital, LP. |
| (2) | Based on 52,972,343 shares of Class A Common Stock outstanding as of August 1, 2023, as reported in the Issuer’s Report on Form 10-Q for the period ended June 30, 2023 filed with the Securities and Exchange Commission on August 9, 2023. |
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
Not Applicable | |||||
| 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
13,586,303 (1) | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
13,586,303 (1) | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,586,303 (1) | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.7% (2) | |||||
| 14. | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Consists of 13,117,587 shares of Class A Common Stock held by Abdiel Qualified Master Fund, LP and 468,716 shares of Class A Common Stock held by Abdiel Capital, LP. |
| (2) | Based on 52,972,343 shares of Class A Common Stock outstanding as of August 1, 2023, as reported in the Issuer’s Report on Form 10-Q for the period ended June 30, 2023 filed with the Securities and Exchange Commission on August 9, 2023. |
6
CUSIP No. 22658D100
AMENDMENT NO. 29 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 Class A 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, Amendment No. 14 thereto filed on November 12, 2021, Amendment No. 15 thereto filed on November 15, 2021, Amendment No. 16 thereto filed on November 26, 2021, Amendment No. 17 thereto filed on December 2, 2021, Amendment No. 18 thereto filed on December 22, 2021, Amendment No. 19 thereto filed on January 21, 2022, Amendment No. 20 thereto filed on January 28, 2022, Amendment No. 21 thereto filed on February 4, 2022, Amendment No. 22 thereto filed on February 25, 2022, Amendment No. 23 thereto filed on March 10, 2022, Amendment No. 24 thereto filed on March 22, 2022, Amendment No. 25 thereto filed on April 8, 2022, Amendment No. 26 thereto filed on May 12, 2022, Amendment No. 27 thereto filed on March 14, 2023 and Amendment No. 28 filed on August 9, 2023 (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. 29 to Schedule 13D.
(c) Information with respect to all transactions in the Common Stock effected by the Reporting Persons in the last sixty days is incorporated herein by reference to Exhibit A attached hereto.
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A – Transactions Effected in the Last Sixty Days
7
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: October 11, 2023
| 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
CUSIP No. 22658D100
EXHIBIT A
TRANSACTIONS EFFECTED IN THE LAST SIXTY DAYS
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 | |||||||||
| 10/06/2023 |
Sale | 1,299,695 | $ | 8.70 | ||||||||
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 | |||||||||
| 10/06/2023 |
Sale | 305 | $ | 8.70 | ||||||||
9