Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer.
Exemption from Management's Report on Internal Control Over Financial Reporting
This annual report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been or would be detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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Item 9B. Other Information
None.
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Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections.
Not Applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated herein by reference to the information to be set forth in the Proxy Statement.
Item 11. Executive Compensation
The information required by this Item is incorporated herein by reference to the information to be set forth in the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters
The information required by this Item is incorporated herein by reference to the information to be set forth in the Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated herein by reference to the information to be set forth in the Proxy Statement.
Item 14. Principal Accounting Fees and Services
The information required by this Item is incorporated herein by reference to the information to be set forth in the Proxy Statement.
PART IV
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Item 15. Exhibits and Financial Statements Schedules
(a) The following documents are filed as part of this Report:
1. Financial Statements: The information concerning our financial statements, and the report of our independent registered public accounting firm required by this Item is incorporated by reference herein to Item 8.
2. Financial Statement Schedule: All financial statement schedules are omitted because the information called for is not required or is shown either in the consolidated financial statements or in the notes thereto.
3. Exhibits: See Item 15(b) below. We have filed, or incorporated into this Report by reference, the exhibits listed on the accompanying Index to Exhibits in this Item.
(b) Exhibits:
We have filed, or incorporated into this Report by reference, the exhibits listed on the accompanying Index to Exhibits in this Item.
(c) Financial Statement Schedules: See Item 15(a), above.
The documents listed below are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
EXHIBIT INDEX
Exhibit
Number
Description Filed Herewith Form File No. Exhibit Filing Date
3.1 Amended and Restated Certificate of Incorporation of the registrant
10-Q 001-40257 3.1 May 13, 2021
3.2 Amended and Restated Bylaws of the registrant
10-Q 001-40257 3.1 May 13, 2021
4.1 Description of Capital Stock
X
10.1+ Form of Indemnification Agreement between the registrant and each of its directors and executive officers
S-1/A 333-253134 10.1+ March 16, 2021
10.2+ Outside Director Compensation Policy.
S-1/A 333-253134 10.2+ March 16, 2021
10.3+ F orm of In centive Unit Award
S-1/A 333-253134 10.3+ March 16, 2021
10.4+ Form of Zero Strike Incentive Unit Award Agreement.
S-1/A 333-253134 10.4+ March 16, 2021
10.5+ Form of Incentive Unit Subscription Agreement.
S-1/A 333-253134 10.5+ March 16, 2021
10.6+ Form of Zero Strike Incentive Unit Subscription Agreement.
S-1/A 333-253134 10.6+ March 16, 2021
10.7+ Form of Announcement of Bonus Award and Bonus Award Agreement.
S-1/A 333-253134 10.7+ March 16, 2021
10.8+ Form of Announcement of Bonus Purchase and Bonus Purchase Agreement.
S-1/A 333-253134 10.8+ March 16, 2021
10.9+ Cricut, Inc. 2021 Equity Incentive Plan and related form agreements.
S-1/A 333-253134 10.9+ March 16, 2021
10.10+ Executive Employment Agreement between the registrant and Ashish Arora, dated as of March 14, 2021.
S-1/A 333-253134 10.10+ March 16, 2021
10.11+ Confirmatory Employment Letter between the registrant and Martin F. Petersen, dated as of March 13, 2021.
S-1/A 333-253134 10.11+ March 16, 2021
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10.12+ Confirmatory Employment Letter between the registrant and Donald B. Olsen, dated as of March 13, 2021.
S-1/A 333-253134 10.12+ March 16, 2021
10.13+ Confirmatory Employment Letter between the registrant and Gregory Rowberry , dated as of March 13, 2021.
S-1/A 333-253134 10.13+ March 16, 2021
10.14 Office Lease, dated as of November 20, 2014, between the registrant and Riverpark Five, LLC.
S-1/A 333-253134 10.14 March 16, 2021
10.15 First Amendment to Office Lease, dated as of January 6, 2017, between the registrant and Riverpark Five, LLC.
S-1/A 333-253134 10.15 March 16, 2021
10.16 Second Amendment to Office Lease, dated as of January 18, 2018, between the registrant and Riverpark Five, LLC.
S-1/A 333-253134 10.16 March 16, 2021
10.17 Amended and Restated Third Amendment to Office Lease, dated as of March 16, 2018, between the registrant and Riverpark Five, LLC.
S-1/A 333-253134 10.17 March 16, 2021
10.18 Fourth Amendment to Office Lease, dated as of December 13, 2021, between the registrant and Riverpark Five, LLC.
X
10.19 Credit Agreement dated as of September 4, 2020, among the registrant, the other loan parties party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., Citibank, N.A. and Origin Bank.
S-1/A 333-253134 10.18 March 16, 2021
10.20 Supply Agreement between the registrant and Xiamen Intretech, Inc., dated August 19, 2018.
S-1/A 333-253134 10.19 March 16, 2021
10.21+ Cricut, Inc. 2021 Employee Stock Purchase Plan and related form agreements.
S-1/A 333-253134 10.20+ March 16, 2021
10.22+ Executive Incentive Compensation Plan.
S-1/A 333-253134 10.21+ March 16, 2021
10.23+ Form of Option Agreement.
S-1/A 333-253134 10.22+ March 16, 2021
10.24+ Executive Change in Control and Severance Plan.
S-1/A 333-253134 10.23+ March 16, 2021
21.1 List of subsidiaries of the registrant.
S-1/A 333-253134 21.1 March 16, 2021
23.1 Consent of BDO USA, LLP, Independent Registered Public Accounting Firm, as to the registrant.
X
31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
X
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32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
X
101 SCH XBRL Taxonomy Extension Schema Document.
101 CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101 DEF Taxonomy Extension Definition Linkbase Document.
101 LAB XBRL Taxonomy Extension Label Linkbase Document.
101 PRE XBRL Taxonomy Extension Presentation Linkbase Document.
+ Indicates management contract or compensatory plan.
* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed "filed" for purposes of Section 18 or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
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Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Cricut, Inc.
Date: March 8, 2022 By: /s/ Ashish Arora
Name: Ashish Arora
Title: Chief Executive Officer and Director
( Principal Executive Officer )
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Ashish Arora and Martin F. Petersen and each of them, as his or her true and lawful attorneys-in-fact, proxies, and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies, and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies, and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Date: March 8, 2022 By: /s/ Ashish Arora
Name: Ashish Arora
Title: Chief Executive Officer and Director
( Principal Executive Officer )
Date: March 8, 2022 By: /s/ Martin F. Petersen
Name: Martin F. Petersen
Title: Chief Financial Officer
( Principal Financial Officer )
Date: March 8, 2022 By: /s/ Ryan Harmer
Name: Ryan Harmer
Title: VP of Accounting, Corporate Controller
(Principal Accounting Officer)
Date: March 8, 2022 By: /s/ Len Blackwell
Name: Len Blackwell
Title: Director
Date: March 8, 2022 By: /s/ Steven Blasnik
Name: Steven Blasnik
Title: Director
Date: March 8, 2022 By: /s/ Russell Freeman
Name: Russell Freeman
Title: Director
Date: March 8, 2022 By: /s/ Jason Makler
Name: Jason Makler
Title: Director and Chair of the Board of Directors
Date: March 8, 2022 By: /s/ Melissa Reiff
Name: Melissa Reiff
Title: Director
Date: March 8, 2022 By: /s/ Billie Williamson
Name: Billie Williamson
Title: Director
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