Katapult Holdings Inc美股招股说明书(2026-07-07版)

PROSPECTUS FOR SHARES OF COMMON STOCK TRANSACTIONS PROPOSED — YOUR VOTE IS VERY IMPORTANT Dear Stockholders of Katapult: On behalf of the Board of Directors of Katapult Holdings, Inc., a Delaware corporation (“Katapult”), Iam pleased to share important news about the future of Katapult. On December11, 2025, we entered into adefinitive agreement to merge with CCF Holdings LLC, a Delaware limited liability company (“CCFI”) andAaron’s Intermediate Holdco, Inc., a Delaware corporation (“Aaron’s”) in an all-stock transaction. Thisannouncement follows a thorough review of strategic alternatives and careful consideration of what willbest position our company for long-term success. We believe the proposed transaction creates a compelling opportunity to create a premier omni-channelplatform that provides non-prime consumers access to durable goods and a comprehensive suite ofinnovative financial solutions tailored to their specific needs. We believe the combination of Katapult’sleading technology, Aaron’s retail reach and CCFI’s large customer base will deliver significant value for allstakeholders. The combined company is expected to benefit from greater scale and a stronger balance sheet,positioning us to accelerate growth and deliver a more robust set of financial solutions. Together, we will bewell positioned to deliver innovative products and services to meet the evolving needs of non-primeconsumers across the United States. Below is important information regarding the proposed transaction, which the Katapult Boardencourages you to vote “FOR”. On December11, 2025, Katapult, Katapult Merger Sub 1, Inc., a Delaware corporation and whollyowned indirect subsidiary of Katapult (“Merger Sub 1”), Katapult Merger Sub 2, LLC, a Delaware limitedliability company and wholly owned indirect subsidiary of Katapult (“Merger Sub 2”), CCFI, and Aaron’s,entered into an Agreement and Plan of Merger (as amended by the First Amendment to the Agreement andPlan of Merger, dated June 17, 2026, and as it may be further amended, restated, supplemented or otherwisemodified from time to time, the “Merger Agreement”), pursuant to which and subject to the terms andconditions set forth therein, (i)Merger Sub 1 will merge with and into Aaron’s (the “Aaron’s Merger”),(ii)Merger Sub 2 will merge with and into CCFI (the “CCFI Merger” and, together with the Aaron’sMerger, the “Mergers”) and (iii)upon the consummation of the Mergers, each of Merger Sub 1 and MergerSub 2 will cease to exist, and each of Aaron’s and CCFI will become a wholly owned indirect subsidiary ofKatapult. Subject to the terms and conditions of the Merger Agreement and the Contribution and ExchangeAgreements, (x)(1)immediately prior to Aaron’s Merger Effective Time and subject to all conditions toClosing being met, the Aaron’s MIP Holders will contribute and assign to Katapult, and Katapult willassume and acquire from the Aaron’s MIP Holders, the Aaron’s MIP Units in exchange for 943,580 sharesof common stock, $0.0001 par value per share, of Katapult (“Katapult Common Stock”) and(2)immediately prior to the CCFI Merger Effective Time and subject to all conditions to Closing being met,the CCFI MIP Holders will contribute and assign to Katapult, and Katapult will assume and acquire fromthe CCFI MIP Holders, the CCFI MIP Equity in exchange for 11,011,927 shares of Katapult CommonStock; and (y)(1)at the Aaron’s Merger Effective Time, (i)any shares of common stock of Aaron’s, parvalue $0.01 per share (the “Aaron’s Common Stock”) held as treasury stock or held or owned by Aaron’s,Merger Sub1, Aaron’s MIP Holdings, LLC or any subsidiary of Aaron’s immediately prior to the Aaron’sMerger Effective Time will be canceled and retired and will cease to exist, and no consideration will bedelivered in exchange therefor, and (ii)the aggregate equity interests of Aaron’s outstanding as ofimmediately prior to the Aaron’s Merger Effective Time (including shares of Aaron’s Common Stock andany option or other rights to acquire Aaron’s Common Stock but not including the Aaron’s MIP Units, andexcluding shares to be canceled pursuant to the preceding clause (i)and excluding shares of Aaron’sCommon Stock that are outstanding immediately prior to the Aaron’s Merger Effective Time and which areheld by stockholders who have exercised and perfected dissenters’ rights for such shares of Aaron’s Common Stock in accordancewith the General Corporation Law of the State of Delaware, as amended) will be collectively convertedsolely into the right to receive an aggregate of 11,369,237 shares of Katapult Common Stock, for all suchoutstanding equity interests and (2)at the CCFI Merger Effective Time, (i)anyunits of CCFI (the “CCFIUnits”) held in treasury or held or owned by CCFI, Merger Sub 2 or any subsidiary of CCFI immediatelyprior to the CCFI Merger Effective Time will be canceled and retired and will cease to exist, and noconsideration will be delivered in exchange therefor, (ii)the aggregate equity int