Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Katapult Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
485859201 (CUSIP Number) |
Karen Hager c/o Blue Owl Capital Holdings LP, 399 Park Avenue, Floor 37 New York, NY, 10022 212-419-3045 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/03/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | 485859201 |
| 1 |
Name of reporting person
Blue Owl Capital Holdings LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
21,421.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.47 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person:
The reported securities represent 5,421 shares of Common Stock and 16,000 shares of Common Stock issuable upon exercise of Warrants. The percentage of class is calculated based upon 4,569,546 shares of Common Stock outstanding as of August 8, 2025, as reported on the Issuer's 10-Q filed with the SEC on August 13, 2025, as increased by (i) 16,000 shares of Common Stock issuable upon exercise of the Warrants.
SCHEDULE 13D
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| 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:
5360 Legacy Drive, Building 2, Plano,
TEXAS
, 75024. | |
Item 1 Comment:
This Amendment No. 5 (this "Amendment No. 5") amends and supplements the Original Schedule 13D filed on October 6, 2025, Amendment No. 1 filed on October 14, 2025, Amendment No. 2 filed on October 20, 2025, Amendment No. 3 filed on October 23, 2025, and Amendment No. 4 filed on October 29, 2025 (as so amended, the "Schedule 13D"). Except as set forth herein, the Original Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Original Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: On November 2, 2025, the Issuer entered into the Limited Waiver and First Amendment ("Limited Waiver and First Amendment") to its Refinancing Agreement with the Credit Parties and lenders party thereto pursuant to which (1) the lenders under the Loan Agreement waived the Issuer's existing default arising from the Issuer's failure to achieve required thresholds for Minimum Trailing Three-Month Originations for the periods ended August 31, 2025, September 30, 2025, and October 31, 2025, and (2) the Loan Agreement was amended to (i) adjust thresholds under the Minimum Three-Month Originations financial covenant for certain periods ending on and after November 30, 2025, (ii) increase the threshold under the Minimum Liquidity financial covenant for certain future periods, and (iii) reduce the advance rate under our revolving loan. As a condition of the Limited Waiver and First Amendment, on November 3, 2025, the aggregate outstanding principal balance of the Term Loan and all accrued and unpaid interest (including all PIK Interest) and all other Obligations (as defined in the Limited Waiver and First Amendment) owing to the Reporting Person in respect thereof under the Refinancing Agreement was paid in full in cash in an aggregate amount of $35,215,438.09 pursuant to that certain partial payoff letter, dated November 2, 2025 (the "Term Loan Payoff"). In connection with the Limited Waiver and First Amendment, Warrants to acquire 646,264 shares of Common Stock held by various funds and accounts managed by the Reporting Person, including: Blue Owl Asset Income Fund IV LP, Blue Owl Asset Income Fund V LP, Blue Owl Asset Income Fund (Cayman) IV LP, Blue Owl Asset Income Fund (Cayman) V LP, Blue Owl Asset Special Opportunities Fund VII LP, Blue Owl Asset Special Opportunities Fund (Cayman) VII LP and ACM Alamosa (Cayman) Holdco LP, were assigned and transferred for no consideration to HHCF Series 21 Sub, LLC, a Delaware limited liability company (the "Warrant Transfer"). The foregoing description of the Limited Waiver and First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Limited Waiver and First Amendment, a copy of which is filed as Exhibit F and is incorporated by reference herein. | ||
| 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). | |
| (b) | The information set forth in rows (7) through (10) of the cover page of this Schedule 13D is incorporated by reference into this Item 5(b). | |
| (c) | The information set forth in Item 4 of this Amendment No. 5 is hereby incorporated by reference into this Item 5(c). | |
| (d) | Not applicable. | |
| (e) | After giving effect to the Term Loan Payoff and Warrant Transfer, the Reporting Person ceased to beneficially own 5% of the Common Stock and has no further beneficial ownership reporting obligations. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented by adding at the end thereof the information set forth in Item 4 of this Amendment No. 5. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit F Limited Waiver and First Amendment to the Loan Agreement, dated November 2, 2025, between Katapult SPV-1 LLC, Katapult Group, Inc., Katapult Holdings, Inc., Midtown Madison Management LLC, as administrative payment and collateral agent and lender, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on November 3, 2025). | ||
| 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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