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. 1)*

 

Katapult Holdings, Inc.

(Name of Issuer)

 

Common stock, par value $0.0001 per share

(Title of Class of Securities)

 

485859 20 1

(CUSIP Number)

 

December 31, 2023

(Date of Event Which Requires Filing of This Statement)

 

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

 

¨Rule 13d-1(b)

 

xRule 13d-1(c)

 

¨Rule 13d-1(d)

 

*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).

 

 

 

 

 

CUSIP No. 485859 20 1Page 2 of 9

 

1.

Name of Reporting Persons

 

Blumberg Capital III, L.P.  

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) x (1)

3.

SEC USE ONLY

 

 

4.

Citizenship or Place of Organization

 

Delaware

Number of 

Shares 

Beneficially 

Owned by 

Each 

Reporting 

Person With:

5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

258,632 (2)(3)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

224,479 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

258,632 (2)(3)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

6.4% (4)

12.

Type of Reporting Person (See Instructions)

 

PN

 

(1) This Schedule 13G is filed by Blumberg Capital III, L.P. (“BC III”), Blumberg Capital Management III, L.L.C. (“BCM III”) and David J. Blumberg (“Blumberg” and, together with BC III and BCM III, 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 34,153 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.

 

(4) The beneficial ownership percentage is based on a total of 4,065,175 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 8, 2023.

 

 

 

 

CUSIP No. 485859 20 1Page 3 of 9

 


1.

Name of Reporting Persons

 

Blumberg Capital Management III, L.L.C. 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) x (1)

3.

SEC USE ONLY

 

 

4.

Citizenship or Place of Organization

 

Delaware

Number of 

Shares 

Beneficially 

Owned by 

Each 

Reporting 

Person With:

5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

258,632 (2)(3)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

224,479 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

258,632 (2)(3)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

6.4% (4)

12.

Type of Reporting Person (See Instructions)

 

OO

 

(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 34,153 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 4,065,175 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 8, 2023.

 

 

 

 

CUSIP No. 485859 20 1Page 4 of 9

 


1.

Name of Reporting Persons

 

David J. Blumberg

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) x (1)

3.

SEC USE ONLY

 

 

4.

Citizenship or Place of Organization

 

United States of America

Number of 

Shares 

Beneficially 

Owned by 

Each 

Reporting 

Person With:

5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

258,632 (2)(3)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

224,479 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

258,632 (2)(3)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

6.4% (4)

12.

Type of Reporting Person (See Instructions)

 

IN

(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 34,153 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 4,065,175 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 8, 2023.

 

 

 

 

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”).

 

Item 1(a)Name of Issuer

 

Katapult Holdings, Inc.

 

Item 1(b)Address of Issuer's Principal Executive Offices

 

5204 Tennyson Parkway, Suite 500

Plano, TX 75024

 

Item 2(a)Name of Person Filing

 

Blumberg Capital III, L.P. (“BC III”)

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

David J. Blumberg (“Blumberg”)

 

Item 2(b)Address of Principal Business Office or, if none, Residence

 

432 Bryant Street

San Francisco, CA 94107

 

Item 2(c)Citizenship

 

BC III     - Delaware
BCM III - Delaware
Blumberg United States of America

 

Item 2(d) Title of Class of Securities

 

Common Stock

 

Item 2(e)CUSIP Number

 

485859 20 1

 

Item 3Not applicable.

 

Item 4Ownership

 

The following beneficial ownership information is presented as of December 31, 2023:

 

Reporting Persons   Common
Stock Held
Directly (1)
    Shared
Voting
Power (2)
    Shared
Dispositive
Power
    Beneficial
Ownership
    Percentage
of Class (3)
 
BC III     258,632       258,632       224,479       258,632       6.4 %
BCM III (4)     0       258,632       224,479       258,632       6.4 %
Blumberg (4)     0       258,632       224,479       258,632       6.4 %

 

 

 

(1) Represents the number of shares held directly as of December 31, 2023.

 

(2) Includes 34,153 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 4,065,175 shares of Common Stock outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 8, 2023.

 

(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.

 

 

 

 

Item 5Ownership of Five Percent or Less of a Class

 

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 ¨.

 

Item 6Ownership of More than Five Percent of Another Person

 

Not applicable.

 

Item 7Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

 

Not applicable.

 

Item 8Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9Notice of Dissolution of Group

 

Not applicable.

 

Item 10Certification

 

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.

 

February 12, 2024 Blumberg Capital III, L.P.
   
  BY: Blumberg Capital Management III, L.L.C.
  ITS: General Partner
   
  By: /s/ David J. Blumberg
    David J. Blumberg
    Managing Member
   
  Blumberg Capital Management III, L.L.C.
   
  By: /s/ David J. Blumberg
    David J. Blumberg
    Managing Member
     
  /s/ David J. Blumberg
  DAVID J. BLUMBERG

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.

99.1Agreement pursuant to 13d-1(k)(1) among Blumberg Capital III, L.P., Blumberg Capital Management III, L.L.C. and David J. Blumberg

 

 

 

 

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.

 

February 12, 2024 Blumberg Capital III, L.P.
   
  BY: Blumberg Capital Management III, L.L.C.
  ITS: General Partner
   
  By: /s/ David J. Blumberg
    David J. Blumberg
    Managing Member
   
  Blumberg Capital Management III, L.L.C.
    
  By: /s/ David J. Blumberg
    David J. Blumberg
    Managing Member
     
  /s/ David J. Blumberg
  DAVID J. BLUMBERG