Amended Current Report Filing (8-k/a)
2021年7月1日 - 5:28AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 9, 2021
KATAPULT
HOLDINGS, INC.
|
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
001-39116
|
|
81-4424170
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
5204
Tennyson Parkway, Suite 500
Plano, TX
|
|
75024
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (833) 528-2785
FinServ
Acquisition Corp.
c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
|
(Former
name or former address, if changed since last report.)
|
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):
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
|
|
Trading
Symbol(s)
|
|
Name
of Each Exchange on
Which Registered
|
Common
Stock, par value $0.0001 per share
|
|
KPLT
|
|
The
Nasdaq Stock Market LLC
|
Redeemable
Warrants
|
|
KPLTW
|
|
The
Nasdaq Stock Market LLC
|
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. ☐
EXPLANATORY
NOTE
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 or
Disposition of Assets
Security
Ownership 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:
|
●
|
each
person who is known by the Company to be the beneficial owner of more than five percent (5%) of the outstanding shares of any class
of the Company’s common stock;
|
|
●
|
each
current executive officer and director of the Company; and
|
|
●
|
all
current executive officers and directors of the Company, as a group.
|
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.
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.
Name of Beneficial Owners(1)
|
|
Number of
Shares of
Common
Stock
Beneficially
Owned
|
|
|
Percentage
of
Outstanding
Common
Stock
|
|
5% Stockholders:
|
|
|
|
|
|
|
CURO Financial Technologies Corp. (2)
|
|
|
21,892,864
|
|
|
|
22.6
|
%
|
Blumberg Capital III, L.P. (3)
|
|
|
6,465,834
|
|
|
|
6.7
|
%
|
FinServ Holdings LLC (4)
|
|
|
6,915,000
|
|
|
|
7.1
|
%
|
Executive Officers and Directors:
|
|
|
|
|
|
|
|
|
Lee Einbinder (4)
|
|
|
6,915,000
|
|
|
|
7.1
|
%
|
Orlando Zayas (5)
|
|
|
5,761,683
|
|
|
|
5.7
|
%
|
Karissa Cupito (6)
|
|
|
1,775,250
|
|
|
|
1.8
|
%
|
Derek Medlin (7)
|
|
|
1,345,325
|
|
|
|
1.4
|
%
|
Bruce Taragin (3)
|
|
|
6,465,834
|
|
|
|
6.7
|
%
|
Brian Hirsch (8)
|
|
|
4,608,069
|
|
|
|
4.8
|
%
|
Don Gayhardt (9)
|
|
|
21,892,864
|
|
|
|
22.6
|
%
|
Chris Masto (9)
|
|
|
21,892,864
|
|
|
|
22.6
|
%
|
Joanne Bradford
|
|
|
--
|
|
|
|
--
|
|
All directors and executive officers as a group (9 individuals)
|
|
|
48,764,025
|
|
|
|
50.4
|
%
|
*
|
Indicates
less than 1 percent
|
(1)
|
Unless
otherwise noted, the business address of those listed in the table above is 5204 Tennyson Parkway, Suite 500, Plano, TX 75024.
|
(2)
|
Includes
2,990,305 Earnout Shares. The business address of CURO Financial Technologies Corp. is 3527 North Ridge Road, Wichita, KS 67205.
|
(3)
|
Includes
853,847 Earnout Shares. Shares are held by Blumberg Capital III, L.P. The business address of Blumberg Capital III, L.P. is 432 Bryant
Street, San Francisco, CA 94107.
|
(4)
|
FinServ
Holdings LLC, the sponsor of FinServ Acquisition Corp. (the “Sponsor”), is the record holder of the shares reported herein.
Lee Einbinder, former Chief Executive Officer of FinServ Acquisition Corp. is a managing member of the Sponsor and has voting and
investment discretion with respect to the common stock held by the Sponsor. As such, he may be deemed to have beneficial ownership
of the common stock held directly by the Sponsor. Mr. Einbinder disclaims any beneficial ownership of the reported shares other than
to the extent of any pecuniary interest he may have therein, directly or indirectly.
|
(5)
|
Includes
511,679 Earnout Shares and options to acquire 4,248,432 shares of Common Stock that have vested or will vest within 60 days of the
Closing.
|
(6)
|
Includes
180,437 Earnout Shares and options to acquire 1,513,447 shares of Common Stock that have vested or will vest within 60 days of the
Closing.
|
(7)
|
Includes
143,496 Earnout Shares and options to acquire 1,081,843 shares of Common Stock that have vested or will vest within 60 days of the
Closing.
|
(8)
|
Includes
603,225 Earnout Shares. Includes shares held by Tribeca Venture Fund I (NY), L.P., Tribeca Venture Fund I, L.P. and Tribeca Annex
Fund, of which Mr. Hirsch is the Managing Partner. Mr. Hirsch disclaims any beneficial ownership of the reported shares other than
to the extent of any pecuniary interest they may have therein, directly or indirectly. The business address of Mr. Hirsch is 99 Hudson
Street, 15th Floor, New York, NY 10013.
|
(9)
|
Includes
2,990,305 Earnout Shares. Includes shares held by CURO Financial Technologies Corp. (“CURO”). Mr. Gayhardt is a director
and Chief Executive Officer and Mr. Masto is a director of CURO Group Holdings Corp., the parent company of CURO, and may share voting
or dispositive power over such shares. Mr. Gayhardt and Mr. Masto disclaim any beneficial ownership of the reported shares other
than to the extent of any pecuniary interest they may have therein, directly or indirectly. The business address of Mr. Gayhardt
and Mr. Masto is 3527 North Ridge Road, Wichita, KS 67205.
|
Market
Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Market
Information 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.
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.
Date:
June 30, 2021
|
KATAPULT
HOLDINGS, INC.
|
|
|
|
By:
|
/s/
Orlando Zayas
|
|
|
Name:
|
Orlando
Zayas
|
|
|
Title:
|
Chief
Executive Officer
|
4
FinServ Acquisition (NASDAQ:FSRVU)
過去 株価チャート
から 6 2024 まで 7 2024
FinServ Acquisition (NASDAQ:FSRVU)
過去 株価チャート
から 7 2023 まで 7 2024
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