{"url_path":"/sec/kplt/8-k/2026-08-11/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1785424/0001104659-26-094116-index.html","accession_number":"0001104659-26-094116","cik":"0001785424","ticker":"KPLT","issuer_name":"Katapult Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1785424/0001104659-26-094116-index.html","primary_entity_key":"0001785424","primary_entity_name":"Katapult Holdings, Inc."},"word_count":863,"has_tables":true,"body_markdown":"**Item 2.01 Completion of Acquisition or Disposition of Assets**\n\n \n\nOn August 11, 2026 (the “Closing”),\npursuant to the Agreement and Plan of Merger, dated December 11, 2025 (the “Initial Merger Agreement”), by and\namong Katapult, Katapult Merger Sub 1, Inc., a Delaware corporation and wholly owned indirect subsidiary of Katapult (“Merger\nSub 1”), Katapult Merger Sub 2, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of Katapult\n(“Merger Sub 2”), CCF Holdings LLC, a Delaware limited liability company (“CCFI”), and Aaron’s\nIntermediate Holdco, Inc., a Delaware corporation (“Aaron’s”), as amended by the First Amendment to the\nMerger Agreement, dated June 17, 2026 (the “Amendment to the Merger Agreement,” and together with the Initial\nMerger Agreement, the “Merger Agreement”), Katapult completed the previously announced business combination transaction\nwith CCFI and Aaron’s. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger\nAgreement.\n\n \n\nPursuant to the terms and conditions of the\nMerger Agreement, a business combination among Aaron’s, CCFI and Katapult was effected as follows:\n(a) immediately prior to the Aaron’s Merger Effective Time, (i) Aaron’s caused the Aaron’s MIP Holders\nto assign, transfer and deliver to Katapult, and Katapult assumed and acquired from the Aaron’s MIP Holders, the Aaron’s\nMIP Units and (ii) Katapult issued to the Aaron’s MIP Holders and Aaron’s caused the Aaron’s MIP Holders to\nacquire from Katapult 943,580 shares of common stock, $0.0001 par value per share, of Katapult (“Katapult\nCommon Stock”) as consideration for the Aaron’s MIP Units (the “Aaron’s\nMIP Exchange”); (b) immediately prior to the CCFI Merger Effective Time, (i) CCFI caused the CCFI MIP Holders\nto assign, transfer and deliver to Katapult, and Katapult assumed and acquired from the CCFI MIP Holders, the CCFI MIP Equity and\n(ii) Katapult issued to the CCFI MIP Holders and CCFI caused the CCFI MIP Holders to acquire from Katapult 11,011,927 shares of\nKatapult Common Stock as consideration for the CCFI MIP Equity (the “CCFI MIP\nExchange”); (c) at the Aaron’s Merger Effective Time, the aggregate equity interests of Aaron’s\noutstanding as of immediately prior to the Aaron’s Merger Effective Time (including shares of Aaron’s Common Stock and\nany option or other rights to acquire Aaron’s Common Stock but not including the Aaron’s MIP Units and excluding shares\nof Aaron’s Common Stock that are outstanding immediately prior to the Aaron’s Merger Effective Time and which are held\nby stockholders who have exercised and perfected dissenters’ rights for such shares of Aaron’s Common Stock in\naccordance with the General Corporation Law of the State of Delaware, as amended) were collectively converted solely into the right\nto receive an aggregate of 11,369,237 shares of Katapult Common Stock, for all such outstanding equity interests; (d) at the\nCCFI Merger Effective Time, (i) the aggregate equity interests of CCFI outstanding as of immediately prior to the CCFI Merger\nEffective Time (including the CCFI Units and CCFI Phantom Units but not including the CCFI MIP Equity, CCFI Options and CCFI\nWarrants) were collectively converted solely into the right to receive an aggregate of 58,516,558 shares of Katapult Common Stock,\n(ii) 244,146 shares of Katapult Common Stock became subject to the CCFI Warrants and (iii) vested CCFI Options that were\noutstanding at the CCFI Merger Effective Time were forfeited for no consideration; (e) immediately following the Aaron’s\nMIP Exchange, at the Aaron’s Merger Effective Time, Merger Sub 1 merged with and into Aaron’s, and the separate\nexistence of Merger Sub 1 ceased and Aaron’s continued as the surviving corporation in the Aaron’s Merger; and\n(f) immediately following the CCFI MIP Exchange, at the CCFI Merger Effective Time, Merger Sub 2 merged with and into CCFI, and\nthe separate existence of Merger Sub 2 ceased and CCFI continued as the surviving limited liability company in the CCFI Merger.\n\n \n\nImmediately after the consummation of the Mergers,\nafter giving effect to the issuances of Katapult Common Stock pursuant to the Merger Agreement, there were approximately 87.4 million\nshares of Katapult Common Stock outstanding on a fully diluted basis (inclusive of the exercise of the Katapult Private Warrants), of\nwhich (i) the former equityholders of CCFI owned approximately 79.8% of the Katapult Common Stock, (ii) the former equityholders\nof Aaron’s owned approximately 14.1% of the Katapult Common Stock and (iii) the former stockholders of Katapult owned approximately\n6.1% of the Katapult Common Stock.\n\n \n\nExcept as described in Item 3.02 of this Current\nReport on Form 8-K below, the issuance of the shares of Katapult Common Stock to the former equityholders of CCFI and Aaron’s\nwas registered with the U.S. Securities and Exchange Commission (the “SEC”) on a Registration Statement on Form S-4\n(File No. 333-296909) (the “Registration Statement”).\n\n \n\n \n\n \n\n \n\nShares of Katapult Common Stock will continue to\nbe listed on The Nasdaq Global Market under the symbol “KPLT.”\n\n \n\nThe foregoing description of the Merger Agreement\ncontained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement\nand the Amendment to the Merger Agreement, copies of which are attached to this Current Report on Form 8-K as Exhibits 2.1 and 2.2,\nrespectively, and are incorporated herein by reference."}