8-K/A

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K/A

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2021

Registrant’s telephone number, including area code: (833) 528-2785

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORYNOTE

On June 15, 2021, Katapult Holdings, Inc. (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Original 8-K”). This amendment to the Original 8-K (this “Amendment”) amends and restates the following subsections of Item 2.01 of the Original 8-K: “FORM 10 INFORMATION – Security Ownership of Certain Beneficial Owners and Management” and “FORM 10 INFORMATION – Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters”. Except as described above, no revisions are being made pursuant to this Amendment to the Registrant’s financial statements or any other disclosure contained in the Original 8-K, including other disclosure contained in Item 2.01 of the Original 8-K.

Item 2.01 Completion of Acquisition orDisposition of Assets

SecurityOwnership of Certain Beneficial Owners and Management

The following table sets forth information known to the Company regarding the beneficial ownership of the Company’s common stock as of June 9, 2021, after giving effect to the Closing, by:

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power”, which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days.

The beneficial ownership percentages set forth in the table below are based on 96,821,615 shares of Common Stock issued and outstanding as of June 9, 2021 and do not take into account the issuance of any shares of Common Stock upon the exercise of warrants to purchase up to 12,832,500 shares of Common Stock that remain outstanding.

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Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned common stock.

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MarketPrice of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

MarketInformation and Holders

The Company’s Common Stock and warrants were historically quoted on the Nasdaq under the symbols “FSRV” and “FSRVW,” respectively. On June 10, 2021, the Company’s Common Stock and warrants were listed on the Nasdaq under the new trading symbols of “KPLT” and “KPLTW,” respectively.

As of the Closing Date and following the completion of the Merger, the Company had approximately 96,821,615 shares (of which 7,499,997 were Earnout Shares) of Common Stock issued and outstanding held of record by 108 holders, and approximately 12,832,500 warrants outstanding held of record by 2 holders.

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SIGNATURES

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 hereunto duly authorized.

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