Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
*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).
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CUSIP No. 485859 10 2
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Page 2 of 9
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1.
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Name of Reporting Persons
Blumberg Capital III, L.P.
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|
2.
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) ¨
(b) x
(1)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0
|
|
6.
|
Shared Voting Power
6,465,834 (2)(3)
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7.
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Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
5,611,987 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
6,465,834 (2)(3)
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10.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row
(11)
6.6% (4)
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12.
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Type of Reporting Person (See Instructions)
PN
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(1)
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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.
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|
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(2)
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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.
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(3)
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Includes 853,847 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.
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(4)
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The beneficial ownership percentage is based on a total of 97,472,371
shares of Common Stock outstanding as of November 12, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.
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|
CUSIP No. 485859
10 2
|
Page 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.
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SEC USE ONLY
|
|
4.
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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
6,465,834 (2)(3)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
5,611,987 (2)
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
6,465,834 (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)
6.6% (4)
|
|
12.
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Type of Reporting Person (See Instructions)
OO
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(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 853,847 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 97,472,371 shares of Common Stock outstanding as of November 12, 2021, as reported in the Issuer’s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.
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CUSIP No. 485859
10 2
|
Page 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
6,465,834 (2)(3)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
5,611,987 (2)
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
6,465,834 (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)
6.6% (4)
|
|
12.
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Type of Reporting Person (See Instructions)
IN
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(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 853,847 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 97,472,371 shares of Common Stock outstanding as of November 12, 2021, as reported in the Issuer’s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.
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CUSIP No. 485859 10 2
|
|
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Page
5 of 9
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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”).
Katapult Holdings, Inc.
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Item 1(b)
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Address of Issuer's Principal Executive Offices
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5204 Tennyson Parkway, Suite 500
Plano, TX 75024
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Item 2(a)
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Name of Person Filing
|
Blumberg Capital III, L.P. (“BC
III”)
Blumberg Capital Management III, L.L.C.
(“BCM III”)
David J. Blumberg (“Blumberg”)
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Item 2(b)
|
Address of Principal Business Office or, if none, Residence
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432 Bryant Street
San Francisco, CA 94107
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BC III -
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Delaware
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BCM III -
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Delaware
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Blumberg
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United States of America
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Item 2(d)
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Title of Class of Securities
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Common Stock
485859 10 2
The following beneficial ownership
information is presented as of December 31, 2021:
|
Reporting Persons
|
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Common
Stock Held
Directly (1)
|
|
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Shared
Voting
Power (2)
|
|
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Shared
Dispositive
Power
|
|
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Beneficial
Ownership
|
|
|
Percentage
of Class (3)
|
|
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BC III
|
|
|
6,465,834
|
|
|
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6,465,834
|
|
|
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5,611,987
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|
|
|
6,465,834
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|
|
|
6.6
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%
|
|
BCM III (4)
|
|
|
0
|
|
|
|
6,465,834
|
|
|
|
5,611,987
|
|
|
|
6,465,834
|
|
|
|
6.6
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%
|
|
Blumberg (4)
|
|
|
0
|
|
|
|
6,465,834
|
|
|
|
5,611,987
|
|
|
|
6,465,834
|
|
|
|
6.6
|
%
|
(1) Represents the number of shares held
directly as of December 31, 2021.
(2) Includes 853,847 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 158,638,068 shares of Common Stock outstanding as of November 5, 2021, as reported in the Issuer’s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 9, 2021.
(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.
|
CUSIP No. 485859 10 2
|
|
|
Page
6 of 9
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Item 5
|
Ownership 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 6
|
Ownership of More than Five Percent of Another Person
|
Not applicable.
|
|
Item 7
|
Identification and Classification of the Subsidiary which Acquired the Security
Being Reported on by the Parent Holding Company
|
Not applicable.
|
|
Item 8
|
Identification and Classification of Members of the Group
|
Not applicable.
|
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Item 9
|
Notice of Dissolution of Group
|
Not applicable.
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.
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CUSIP No. 485859 10 2
|
|
|
Page
7 of 9
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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.
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February 14, 2022
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Blumberg
Capital III, L.P.
|
|
|
|
|
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BY: Blumberg Capital Management III, L.L.C.
|
|
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ITS: General Partner
|
|
|
|
|
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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
|
|
|
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Managing Member
|
|
|
|
|
|
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/s/ David J. Blumberg
|
|
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DAVID J. BLUMBERG
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CUSIP No. 485859 10 2
|
|
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Page
8 of 9
|
EXHIBIT
INDEX
Exhibit No.
|
|
99.1
|
Agreement pursuant to 13d-1(k)(1) among Blumberg Capital III, L.P., Blumberg Capital
Management III, L.L.C. and David J. Blumberg
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|
CUSIP No. 485859 10 2
|
|
|
Page
9 of 9
|
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.
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February 14, 2022
|
Blumberg
Capital III, L.P.
|
|
|
|
|
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BY: Blumberg Capital Management III, L.L.C.
|
|
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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
|