Filing Details

SCHEDULE 13D

SCHEDULE 13D

(1) Based upon 98,365,365 shares of Common Stock issued and outstanding as of June 9, 2021, including 7,499,997 earn out shares and 1,543,750 sponsor earn out shares, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2021.

This Schedule 13D (the “Statement”) relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Katapult Holdings, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 5204 Tennyson Parkway, Suite 500, Plano, TX.

(a) - (c) This Statement is being filed on behalf of CURO Group Holdings Corp., a Delaware corporation and CURO Financial Technologies Corp. a Delaware corporation (each a “Reporting Person” and together “CURO” or the “Reporting Persons”). The principal business address of the Reporting Persons is 3615 North Ridge Road, Wichita, Kansas 67205. CURO is a tech-enabled, multi-channel and multi-product consumer finance company serving a wide range of non-prime and prime consumers in the U.S. and Canada.

Set forth on Schedule I hereto, which is incorporated herein by reference, is the name, business address and principal occupation or employment and citizenship of each of the Reporting Person’s directors and executive officers.

(d) - (e) During the last five years, neither the Reporting Person nor any person named in Schedule I has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The jurisdiction of organization of each of the Reporting Persons is set forth in subsection (a) above. The citizenship of each of the individuals referred to in Schedule I is set forth on Schedule I.

The information set forth in Items 3 and 6 of this Statement are incorporated by reference in its entirety into this Item 4.

The Reporting Person acquired the securities reported herein for investment purposes. Under the terms of the Merger Agreement and its support agreement for the Transaction, the Reporting Person had the right to nominate two directors to the board of directors of the Issuer and, so long as it owns at least 10% of the issued and outstanding shares of Common Stock, will have the right to re-nominate one of its directors upon expiration of such director’s initial term. The Reporting Person reviews and intends to continue to review its investment in the Issuer. Depending upon the factors discussed below and subject to applicable law, the Reporting Person may from time to time acquire additional securities of the Issuer or sell or otherwise dispose of some or all of its securities of the Issuer. The Reporting Person may pursue any such transactions at any time and from time to time without prior notice, and such transactions will depend upon a variety of factors, including current and anticipated future trading prices of the securities of the Issuer, the financial condition, results of operations and prospects of the Issuer, general economic, financial market and industry conditions, other investment and business opportunities available to the Reporting Person, tax considerations and other factors.

Except as described in this Item 4, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action set forth in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate plans or make proposals, and take such action with respect thereto, including any or all of the items set forth in subsections (a) through (j) of Item 4 of Schedule 13D and any other actions, as they may determine.

(a) - (b) As of the date hereof, the Reporting Persons each hold 21,892,864 shares of Common Stock, representing approximately 22.3% of the outstanding shares of Common Stock. The percentage of the outstanding shares of Common Stock held by the Reporting Person is based on 98,365,365 shares of Common Stock issued and outstanding as of June 9, 2021, including 7,499,997 earn out shares and 1,543,750 sponsor earn out shares, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2021.

(c) Except as reported herein, neither the Reporting Person nor any of the individuals listed on Schedule I has effected any transactions in the Common Stock during the past sixty (60) days.

(d) Except as otherwise described in this Item 5, no one other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Person as described in this Item 5.

(e) Not applicable.

Item 7. Materials to Be Filed as Exhibits

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Schedule I

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of CURO.

The business address of each director and executive officer is c/o CURO Group Holdings Corp., 3615 N. Ridge Road, Wichita, Kansas 67205. Unless otherwise indicated, each director and executive officer is a citizen of the United States.