SEC Form SC 13G filed by Katapult Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b),

(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. _)*

Katapult Holdings, Inc.

(Name of Issuer)

Common stock, par value $0.0001 per share

(Title of Class of Securities)

485859 10 2

(CUSIP Number)

June 9, 2021

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*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 the disclosures provided in a prior cover page.

The information required in 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) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) The shares are held by BC III. BCM III is the sole general partner of BC III and owns no shares of the Issuer directly. Blumberg is the managing director of BCM III and owns no shares directly. BCM III and Blumberg share voting and dispositive power over the shares held by BC III and may be deemed to beneficially own the shares held by BC III.

(3) Includes 853,847 Earnout Shares, which are subject to vesting upon the achievement of certain stock price-based thresholds prior to June 9, 2027. Prior to the vesting of these shares, BC III has the power to vote, but not dispose of, the Earnout Shares.

(4) The beneficial ownership percentage is based on a total of 97,472,371 shares of Common Stock outstanding as of November 12, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) The shares are held by BC III. BCM III is the sole general partner of BC III and owns no shares of the Issuer directly. Blumberg is the managing director of BCM III and owns no shares directly. BCM III and Blumberg share voting and dispositive power over the shares held by BC III and may be deemed to beneficially own the shares held by BC III.

(3) Includes 853,847 Earnout shares, which are subject to vesting upon the achievement of certain stock price-based thresholds prior to June 9, 2027. Prior to the vesting of these shares, BC III has the power to vote, but not dispose of, the Earnout Shares.

(4) The beneficial ownership percentage is based on a total of 97,472,371 shares of Common Stock outstanding as of November 12, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.

Introductory Note: This statement on Schedule 13G is being filed by the Reporting Persons in respect of common stock of Katapult Holdings, Inc. (the “Issuer”).

Katapult Holdings, Inc.

5204 Tennyson Parkway, Suite 500

Plano, TX 75024

Blumberg Capital III, L.P. (“BC III”)

Blumberg Capital Management III, L.L.C. (“BCM III”)

David J. Blumberg (“Blumberg”)

432 Bryant Street

San Francisco, CA 94107

Common Stock

485859 10 2

The following beneficial ownership information is presented as of December 31, 2021:

(1) Represents the number of shares held directly as of December 31, 2021.

(2) Includes 853,847 shares (the “Earnout Shares”), which are subject to vesting upon the achievement of certain stock price-based thresholds prior to June 9, 2027. Prior to the vesting of these shares, BC III has the power to vote, but not dispose of, the Earnout Shares.

(3) The beneficial ownership percentage is based on a total of 158,638,068 shares of Common Stock outstanding as of November 5, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 9, 2021.

(4) BCM III is the sole general partner of BC III and owns no shares of the Issuer directly. Blumberg is the managing director of BCM III and owns no shares directly. BCM III and Blumberg share voting and dispositive power over the shares held by BC III and may be deemed to beneficially own the shares held by BC III.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

EXHIBIT INDEX

Exhibit No.

AGREEMENT

Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.