Up to 74,025,322 Shares of Common Stock
This prospectus relates to the offer and sale from time to time by the selling stockholders identified in this prospectus (the "Selling Stockholders") of up to 74,025,322 shares of the common stock, par value $0.0001 per share ("Common Stock") of Katapult Holdings, Inc. (the "Company," "we," "us," or "our").
On August 11, 2026, we issued 79,700,142 shares of Common Stock to Aaron’s Intermediate Holdco, Inc. ("Aaron’s") equityholders and CCF Holdings LLC ("CCFI") equityholders pursuant to the Agreement and Plan of Merger, dated December 11, 2025, by and among us, Katapult Merger Sub 1, Inc., Katapult Merger Sub 2, LLC, CCFI and Aaron’s, as subsequently amended (the "Merger Agreement"), in connection with our business combination transaction with Aaron’s and CCFI (the "Mergers"). In connection with our entry into the Merger Agreement, we entered into a registration rights agreement (the "Registration Rights Agreement"), dated as of December 11, 2025, by and among us and the Selling Stockholders, pertaining to the registration of the resale of 74,025,322 shares of Common Stock that were issued pursuant to the Merger Agreement.
We will not receive any proceeds from any resale of shares of Common Stock by the Selling Stockholders pursuant to this prospectus. See "Use of Proceeds." All expenses incurred in connection with this registration are being borne by us. The Selling Stockholders will pay or assume underwriters’ discounts and commissions and, except as set forth in the Registration Rights Agreement, all fees and expenses of legal counsel, accountants and other advisors for the Selling Stockholders, if any, incurred in the resale of the Common Stock.