Business Context and Reporting Period
Company: Katapult Holdings, Inc. (KPLT)
Filing Type: Form 8-K (Current Report)
Date of Report: December 11, 2025
Event: Entry into a Material Definitive Agreement (Merger Agreement) to combine with Aaron's Intermediate Holdco, Inc. ("Aaron's") and CCF Holdings LLC ("CCFI").
Key Financial Metrics and Transaction Consideration
This filing details a business combination structured as a series of mergers and exchanges. No historical revenue, profit, or cash flow data is provided in this specific document. The transaction consideration is as follows:
- Aaron's MIP Holders: Receive 943,580 shares of Katapult Common Stock.
- CCFI MIP Holders: Receive 11,011,927 shares of Katapult Common Stock.
- Aaron's Existing Equity: Converted into an aggregate of 11,369,237 shares of Katapult Common Stock.
- CCFI Existing Equity: Converted into an aggregate of 58,516,558 shares of Katapult Common Stock.
- CCFI Warrants: 244,146 shares of Katapult Common Stock subject to warrants (assuming cashless exercise).
- CCFI Options: Vested options forfeited for no consideration.
Post-Closing Ownership (Fully Diluted Basis):
- CCFI Unitholders: ~79.9%
- Aaron's Stockholders: ~14.1%
- Existing Katapult Stockholders: ~6.0%
Material Changes and Corporate Actions
The filing announces a transformative change in corporate structure and ownership:
- Merger Structure: Katapult Merger Sub 1 will merge with Aaron's (surviving entity), and Katapult Merger Sub 2 will merge with CCFI (surviving entity).
- Board Composition: The Katapult Board will expand to nine directors. Current directors Orlando Zayas and Gregory L. Zink will remain (subject to timing), while new directors Jennifer Baldock, Michael Heller, Cory Miller, Lynn DeVault, Gene Schutt, Will Jones, and Kyle Hanson will be appointed. Kyle Hanson will serve as Executive Chair.
- Debt Restructuring: Katapult entered into a Second Amendment to its Loan Agreement to waive defaults regarding "Minimum Trialing Three-Month Originations" as of November 30, 2025. This amendment permits the merger, releases Katapult from guaranty obligations, and releases liens on Katapult assets.
- Lock-Up Agreements: Equityholders of all three entities agreed to a six-month lock-up on transfers of Katapult Common Stock post-closing, with staggered release schedules (50% at 6 months, 75% at 9 months, 100% at 12 months).
Guidance, Outlook, Risks, and Contingencies
Conditions to Closing: The transaction is subject to customary conditions, including:
- Expiration of HSR Act waiting periods.
- Effectiveness of the Form S-4 Registration Statement/Proxy Statement.
- Approval by stockholders of Katapult, Aaron's, and CCFI.
- Nasdaq listing approval for the new shares.
- Absence of a Material Adverse Effect (MAE) on any party.
Termination Fees: Katapult is required to pay an aggregate fee of $1,514,174 to Aaron's and CCFI if the agreement is terminated under specific circumstances, such as a "Katapult Triggering Event" or if Katapult accepts a superior acquisition proposal.
Risks and Forward-Looking Statements: Management highlights risks including regulatory approval delays, failure to retain key personnel, integration challenges, litigation, and the inability to maintain adequate financing. The filing explicitly states that forward-looking statements are not guarantees of future performance.
Investor Verification Checklist
- Proxy Statement Review: Verify the definitive Form S-4/Proxy Statement for detailed financial projections and risk factors not included in this 8-K.
- Stockholder Approval: Confirm the date and outcome of the special stockholder meeting required to approve the issuance of new shares.
- Dilution Impact: Assess the impact of existing Katapult shareholders holding only ~6.0% of the combined entity.
- Debt Covenant Compliance: Review the Second Amendment to the Loan Agreement to understand the specific waivers granted and remaining covenants for the combined entity.
- Termination Triggers: Monitor for any "Katapult Triggering Events" or superior proposals that could trigger the $1.5M termination fee or derail the deal.