|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Katapult Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Matthew Kane 75 Rockefeller Plaza, 19th Floor New York, NY, 10019 (212) 220-2660 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/11/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
BasePoint Group Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
23,414,790.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Katapult Holdings, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
1345 AVENUE OF THE AMERICAS 11TH FL, NEW YORK,
NEW YORK
, 10105. |
| Item 2. | Identity and Background |
| (a) | This statement on Schedule 13D ("Statement" or "Schedule 13D") is being filed by BasePoint Group, Inc., referred to herein as the "Reporting Person." |
| (b) | The business address of the Reporting Person is 75 Rockefeller Plaza, 19th Floor, New York, NY 10019. |
| (c) | The principal business of the Reporting Person is providing asset-based financing to commercial, fintech and consumer originators. |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Person has not been named as 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) | Delaware |
| Item 3. | Source and Amount of Funds or Other Consideration |
The information set forth in Item 4 of this Statement is incorporated by reference into this Item 3. | |
| Item 4. | Purpose of Transaction |
No funds or other consideration were used by the Reporting Person to acquire the shares of Common Stock reported herein.
On August 11, the Issuer completed its previously announced merger transaction (the Merger) in accordance with the terms and conditions of the Agreement and Plan of Merger, dated by December 11, 2025, by and among the Issuer, Katapult Merger Sub 1, Inc., Katapult Merger Sub 2, LLC, CCF Holdings LLC, and Aarons Intermediate Holdco, Inc. See Item 2.01 of the Issuers current report on Form 8K filed with the Commission on August 11, 2026 for additional information regarding the completion of the Merger.
In connection with the Merger, (a) 22,801,805 shares of Common Stock were issued to certain funds and accounts managed by the Reporting Person solely as non-cash merger consideration in exchange for such funds and accounts pre-merger holdings of (i) shares of common stock in Aarons Intermediate Holdco, Inc. and (ii) membership interests in CCF Holdings LLC, and (b) 612,985 shares of Common Stock were received as partial satisfaction of certain contingent payment obligations arising as a result of the Merger.
The Reporting Person holds the securities of the Issuer for investment purposes and intends to review its investments on a continuing basis. Any actions the Reporting Person might undertake will be dependent upon the Reporting Persons review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuers business, financial condition, operations and prospects; price levels of the Issuers securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
The Reporting Person may acquire additional securities of the Issuer or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. The Reporting Person may also enter into financial instruments or other agreements with institutional or other counterparties that would increase or decrease the Reporting Persons economic exposure with respect to their investment in the Issuer, which instruments or agreements may or may not affect the Reporting Persons beneficial ownership in securities of the Issuer. Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
| |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information set forth in rows (11) and (13) of the cover page of this Schedule 13D is incorporated by reference into this Item 5(a).
The aggregate percentage of shares of Common Stock reported beneficially owned by the Reporting Person is based upon approximately 87,400,000 shares of Common Stock outstanding, as reported on the Issuers 8K filed with the SEC on August 11, 2026.
The reported securities are held by BP Launch Aggregator LLC, an indirect wholly-owned subsidiary of the Reporting Person. BP Launch Aggregator LLC is managed by the Reporting Person.
|
| (b) | The information set forth in rows (7) through (10) of the cover page and Item 5(a) of this Schedule 13D is incorporated by reference into this Item 5(b). |
| (c) | Except as set forth in Item 4 of this Schedule 13D, the Reporting Person has not effected any transactions in Common Stock within last 60 days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Item 4 of this Schedule 13D is incorporated by reference into this Item 6. |
| 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.
|
|
|