SecProbe.io

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 August 4, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-4628

 Attn:
 Rucha Pandit

 Re:

 Katapult Holdings, Inc.

 Registration Statement on Form S-1 (File No. 333-288985)

 Dear Ms. Pandit:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, the
undersigned registrant hereby requests that the effective date for the Registration Statement referred to above be accelerated so that
it will be declared effective at 4:00 p.m. Eastern Time on August 7, 2025 or as soon thereafter as is practicable.

 Please do not hesitate to contact Nicole Brookshire of Davis Polk &
Wardwell LLP at (212) 450-4206 with any questions or comments with respect to this letter.

 Sincerely,

 Katapult Holdings, Inc.

 By:
 /s/ Orlando Zayas

 Name:	Orlando Zayas

 Title:	Chief Executive Officer

 Via EDGAR

 CC: Nicole Brookshire, Davis Polk & Wardwell LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 4, 2025

Orlando Zayas
Chief Executive Officer
Katapult Holdings, Inc.
5360 Legacy Drive, Building 2
Plano, TX 75024

 Re: Katapult Holdings, Inc.
 Registration Statement on Form S-1
 Filed July 28, 2025
 File No. 333-288985
Dear Orlando Zayas:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Rucha Pandit at 202-551-6022 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Steven Glendon
</TEXT>
</DOCUMENT>

December 16, 2024
Nancy Walsh
Chief Financial Officer
Katapult Holdings, Inc.
5360 Legacy Drive, Building 2
Plano, TX 75024
Re:Katapult Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-39116
Dear Nancy Walsh:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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 November 15, 2024

Re: Katapult Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-39116

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, DC 20549

Att’n: Valeria Franks

Blaise Rhodes

Ladies and Gentlemen:

On behalf of Katapult Holdings, Inc., a Delaware corporation (“Katapult” or the “Company”), I am responding to the comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Form 10-K for the Fiscal Year Ended December 31, 2023 (File No. 001-39116) contained in the Staff’s letter dated November 4, 2024.

Set forth below are responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by responses to the comments.

Form 10-K for the Fiscal Year Ended December 31, 2023

Notes to Consolidated Financial Statements

3. Summary of Significant Accounting Policies

Property Held for Lease, Net of Accumulated Depreciation and Impairment, page 74

1. We note property held for lease is depreciated using the income forecasting method. Please describe how depreciation is charged under this method when an item is leased for the full term of a contract, returned prior to completion of the contract term, or if the buyout option is exercised. In each case, show the periods when depreciation is charged.

Response: The Company respectfully acknowledges the Staff’s comment. The Company’s income forecasting method evaluates the patterns of the Company’s historical property held for lease portfolio to apply depreciation rates to the Company’s current property held for lease portfolio on a quarterly basis. Property held for lease is depreciated in the proportion of expected rents received to total expected rents received based on the Company’s historical data of lease performance. The Company also considers other qualitative factors, such as current and forecasted customer payment trends, and other macro-economic factors as a component of its forecasting methodology. Property held for lease is placed into a cohort for depreciation purposes (“lease pools”) based on the month and year of origination. On a quarterly basis, the Company applies its depreciation forecasting methodology to determine the rate of depreciation to apply to each of the three new monthly lease pools in the quarter as follows: (1) typical depreciation based on historical patterns of customer payments when an item is leased for the full term of a contract; (2) accelerated depreciation for impaired leases, based on historical patterns of lease impairment, and (3) accelerated depreciation for leases where a buyout option is exercised, based on historical patterns of lease buyouts. The Company takes the average of the pooled lease performances on each of these metrics and applies those percentages to determine depreciation costs for its current lease portfolio.

Customer returns are typically processed within the first 30 days of the applicable lease and, therefore, do not impact the Company’s depreciation calculations discussed above. Similarly, returns that occur after this initial 30-day period are netted off the lease pool for the applicable month in which the return occurs before the Company applies its income forecasting method to the new pool of leases to determine its depreciation rates for the applicable pool.

Below please find a chart with an illustrative example of the application of the Company’s income forecasting rates and resulting depreciation expense for a cohort of pooled leases with an aggregate cost basis of $1 million for a one-month vintage.

*this illustration assumes no returns

We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me at (603) 490-6577 or at kaitlin.folan@katapult.com if you have any questions regarding the foregoing or if we may provide any additional information.

Very truly yours,

/s/ Kaitlin Folan

Kaitlin Folan, Chief Accounting Officer

cc:     Orlando J. Zayas, Chief Executive Officer, Katapult Holdings, Inc.

          Nancy Walsh, Chief Financial Officer, Katapult Holdings, Inc.

          Nicole Brookshire, Davis Polk & Wardwell LLP

November 4, 2024
Nancy Walsh
Chief Financial Officer
Katapult Holdings, Inc.
5360 Legacy Drive, Building 2
Plano, TX 75024
Re:Katapult Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Response dated September 26, 2024
File No. 001-39116
Dear Nancy Walsh:
            We have reviewed your September 26, 2024 response to our comment letter and have
the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
September 20, 2024 letter.
Form 10-K for Fiscal Year Ended December 31, 2023
Notes to Consolidated Financial Statements
3. Summary of Significant Accounting Policies
Property Held for Lease, Net of Accumulated Depreciation and Impairment, page 74
1.We note property held for lease is depreciated using the income forecasting
method. Please describe how depreciation is charged under this method when an item
is leased for the full term of a contract, returned prior to completion of the contract
term, or if the buyout option is exercised. In each case, show the periods when
depreciation is charged.

November 4, 2024
Page 2
            Please contact Valeria Franks at 202-551-7705 or Blaise Rhodes at 202-551-3774 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Nicole Brookshire

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September 26, 2024

Re: Katapult Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-39116

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, DC 20549

Att’n: Robert Arzonetti

James Lopez

Ladies and Gentlemen:

On behalf of Katapult Holdings, Inc., a Delaware corporation (“Katapult” or the “Company”), I am responding to the comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Form 10-K for the Fiscal Year Ended December 31, 2023 (File No. 001-39116) contained in the Staff’s letter dated September 20, 2024.

Set forth below are responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by responses to the comments.

Form 10-K for the Fiscal Year Ended December 31, 2023

Item 11. Executive Compensation, page 108

1. We note reference to your “Proxy Statement for the 2024 Annual Meeting of Stockholders,” filed on April 26, 2024. It appears that you have not provided your disclosure about your recovery analysis in an Interactive Data File in accordance with Rule 405 of Regulation S-T and the EDGAR Filer Manual. In future filings where you conduct a recovery analysis, please also include the interactive data.

Response: The Company respectfully acknowledges the Staff’s comment. The interactive data for the recovery analysis was inadvertently excluded. The Company agrees and has noted for future filings that the interactive data should be included for recovery analysis in accordance with Rule 405 of Regulation S-T.

We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me at (603) 490-6577 or at kaitlin.folan@katapult.com if you have any questions regarding the foregoing or if we may provide any additional information.

Very truly yours,

/s/ Kaitlin Folan

Kaitlin Folan, Chief Accounting Officer

cc:     Orlando J. Zayas, Chief Executive Officer, Katapult Holdings, Inc.

          Nancy Walsh, Chief Financial Officer, Katapult Holdings, Inc.

          Nicole Brookshire, Davis Polk & Wardwell LLP

September 20, 2024
Nancy Walsh
Chief Financial Officer
Katapult Holdings, Inc.
5360 Legacy Drive, Building 2
Plano, TX 75024
Re:Katapult Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-39116
Dear Nancy Walsh:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe the
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 11. Executive Compensation, page 108
1.We note reference to your “Proxy Statement for the 2024 Annual Meeting of
Stockholders,” filed on April 26, 2024. It appears that you have not provided your
disclosure about your recovery analysis in an Interactive Data File in accordance with
Rule 405 of Regulation S-T and the EDGAR Filer Manual. In future filings where you
conduct a recovery analysis, please also include the interactive data.
            We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

September 20, 2024
Page 2
            Please contact Robert Arzonetti at 202-551-8819 or James Lopez at 202-551-3536 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Nicole Brookshire

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June 20, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4628

Attn:

 Rebekah Reed

Re: Katapult Holdings, Inc.

Registration Statement on Form S-1 (File No. 333-280099)

Dear Ms. Reed:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on June 24, 2024 or as soon thereafter as is practicable.

Please do not hesitate to contact Nicole Brookshire of Davis Polk & Wardwell LLP at (212) 450-4206 with any questions or comments with respect to this letter.

Sincerely,

Katapult Holdings, Inc.

By: /s/ Orlando Zayas

 Name:    Orlando Zayas

 Title:    Chief Executive Officer

Via EDGAR

CC: Nicole Brookshire, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
June 17, 2024
Orlando Zayas
Chief Executive Officer
Katapult Holdings, Inc.
5360 Legacy Drive, Building 2
Plano, TX 75024
Re:Katapult Holdings, Inc.
Registration Statement on Form S-1
Filed June 10, 2024
File No. 333-280099
Dear Orlando Zayas:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rebekah Reed at 202-551-5332 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Nicole Brookshire

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Katapult Holdings, Inc.

5204 Tennyson Parkway, Suite 500

Plano, TX 75024

May 3, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance
Office of Trade & Services

100 F Street, N.E.
Washington, D.C. 20549

Attention: Rucha Pandit

Re: Katapult Holdings, Inc.
Registration Statement on Form S-3
Registration No. 333-271169

Dear Ms. Pandit

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Katapult Holdings, Inc., a Delaware corporation (the “Registrant”), hereby requests that the effective date for the Registration Statement on Form S-3 referred to above, as amended, be accelerated so that it will be declared effective at 4:00 p.m. Eastern Standard Time on May 4, 2023 or as soon thereafter as is practicable.

Please do not hesitate to contact Nicole Brookshire of Davis Polk & Wardwell LLP at (212) 450-4206 or nicole.brookshire@davispolk.com or Hillary A. Coleman of Davis Polk & Wardwell LLP at (212) 450-4733 or hillary.coleman@davispolk.com with any questions or comments with respect to this letter.

[Signature Page Follows]

Sincerely,

Katapult Holdings, Inc.

By:    /s/ Orlando Zayas

Name: Orlando Zayas

Title:    Chief Executive Officer

cc:    Nicole Brookshire, Davis Polk & Wardwell LLP

    Hillary A. Coleman, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
April 17, 2023
Orlando Zayas
Chief Executive Officer
Katapult Holdings, Inc.
5204 Tennyson Parkway, Suite 500
Plano, TX 75024
Re:Katapult Holdings, Inc.
Registration Statement on Form S-3
Filed April 6, 2023
File No. 333-271169
Dear Orlando Zayas:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rucha Pandit at (202) 551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Nicole Brookshire

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Katapult Holdings, Inc.

5204 Tennyson Parkway, Suite 500

Plano, TX 75204

September 7, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Scott Anderegg

    Mara Ransom

    Re:
    Katapult
    Holdings, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-257583

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Katapult Holdings, Inc. (the “Company”) hereby requests acceleration of the effective date of the above
referenced Registration Statement to 4:00 p.m., Eastern Time, on September 9, 2021, or as soon thereafter as practicable, or at such other
time as the Company or its outside counsel, DLA Piper LLP (US), request by telephone that such Registration Statement be declared effective.

Please contact Andrew P. Gilbert, of DLA
Piper LLP (US), counsel to the Company, at (973) 520-2550, as soon as the registration statement has been declared effective, or if you
have any other questions or concerns regarding this matter.

    Sincerely,

    /s/ Orlando Zayas

    Orlando Zayas

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Katapult
Holdings, Inc.

5204 Tennyson Parkway, Suite 500

Plano, TX 75204

August
5, 2021

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Scott
    Anderegg

    Mara
    Ransom

    Re:
    Katapult
    Holdings, Inc.

Withdrawal
of Acceleration Request for Registration Statement on Form S-1

Filed
June 30, 2021, as amended

File
No. 333-257583

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on August 5, 2021, in which we requested the acceleration of the effective date
of the Registration Statement on Form S-1 (File No. 333-25753) (the “Registration Statement”) of Katapult Holdings, Inc.
to 4:00 P.M. ET on August 9, 2021 or as soon as practicable thereafter, pursuant to Rules 460 and 461 under the Securities Act of 1933,
as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw
our request for acceleration of the effective date.

Please
contact Andrew P. Gilbert, of DLA Piper LLP (US), counsel to the Company, at (973) 520-2550, with any questions you may have concerning
this request.

    Sincerely,

    /s/
    Orlando Zayas

    Orlando
    Zayas

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Katapult Holdings, Inc.

5204 Tennyson Parkway, Suite 500

Plano, TX 75204

August 5, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Scott Anderegg

    Mara Ransom

 Re: Katapult Holdings, Inc.

Registration Statement on Form S-1, as amended

File No. 333-257583

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Katapult Holdings, Inc. (the “Company”) hereby requests acceleration of the effective date
of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on August 9, 2021, or as soon thereafter as practicable, or
at such other time as the Company or its outside counsel, DLA Piper LLP (US), request by telephone that such Registration Statement be
declared effective.

Please contact Andrew P. Gilbert, of
DLA Piper LLP (US), counsel to the Company, at (973) 520-2550, as soon as the registration statement has been declared effective, or if
you have any other questions or concerns regarding this matter.

    Sincerely,

    /s/ Orlando Zayas

    Orlando Zayas

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Katapult
Holdings, Inc.

5204 Tennyson Parkway, Suite 500

Plano, TX 75024

July 29, 2021

VIA EDGAR

    Attention:
    Scott Anderegg

    Mara Ransom

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

    Re:
    Katapult Holdings, Inc.

    Registration Statement on
    Form S-1

    Filed June 30, 2021

    File No. 333-257583

Ladies and Gentlemen:

This letter sets forth the
response of Katapult Holdings, Inc. (the “Company”) to the comments of the staff of the Division of Corporate
Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated July 21, 2021,
with respect to the above referenced Registration Statement on Form S-1 (the “Registration Statement”). Concurrently
with the submission of this letter, the Company is filing Amendment No. 1 to the Registration Statement on Form S-1 (the “Revised
Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto
in the Registration Statement.

Set forth below is the Company’s
response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this response letter
in italics.

Registration Statement on Form S-1 filed June 30, 2021

General

 1. Staff’s comment: Please
revise your registration statement to include the March 31, 2021 unaudited interim financial statements for FinServ Acquisition Corp.
or tell us why you believe they are not required.

Response: The Company
respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the Registration Statement to include the
March 31, 2021 unaudited interim financial statements of FinServ Acquisition Corp. beginning on page F-77 of the Revised Registration
Statement.

*****

We respectfully request the
Staff’s assistance in completing the review of the Registration Statement, as amended, as soon as possible. Please contact Andrew
P. Gilbert of DLA Piper LLP (US) at (973) 520-2550 or Jeffrey Lehrer of DLA Piper LLP (US) at (703) 773-4182 with any questions or further
comments regarding the responses to the Staff’s comments.

    Sincerely,

    KATAPULT
    HOLDINGS, INC.

    By:
    /s/ Orlando Zayas

    Name:
    Orlando Zayas

    Title:
    Chief Executive
    Officer

CC: Orlando Zayas, Katapult Holdings,
Inc.

Andrew P. Gilbert, DLA Piper LLP (US)

United States securities and exchange commission logo
July 21, 2021
Orlando Zayas
Chief Executive Officer
Katapult Holdings, Inc.
5204 Tennyson Parkway, Suite 500
Plano, TX 75024
Re:Katapult Holdings, Inc.
Registration Statement on Form S-1
Filed June 30, 2021
File No. 333-257583
Dear Mr. Zayas:
            We have limited our review of your registration statement to the issue we have addressed
in our comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to our comment, we may have additional comments.
Registration Statement on Form S-1 filed on June 30, 2021
General
1.Please revise your registration statement to include the March 31, 2021 unaudited interim
financial statements for FinServ Acquisition Corp. or tell us why you believe they are not
required.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameOrlando Zayas
 Comapany NameKatapult Holdings, Inc.
 July 21, 2021 Page 2
 FirstName LastName
Orlando Zayas
Katapult Holdings, Inc.
July 21, 2021
Page 2
            You may contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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FinServ Acquisition Corp.

c/o Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

May 14, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Eric Envall

    David Lin

    Blaise Rhodes

    Lyn Shenk

    Re:
    FinServ Acquisition Corp.

    Registration Statement on Form S-4, as amended

    File No. 333-252558

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
FinServ Acquisition Corp. (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration
Statement to 5:00 p.m., Eastern Time, on May 14, 2021, or as soon thereafter as practicable, or at such other time as the Company or its
outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

Please contact Brooks Antweil, of Kirkland & Ellis LLP, special
counsel to the Company, at (713) 836-3388, as soon as the registration statement has been declared effective, or if you have any other
questions or concerns regarding this matter.

  Sincerely,

  /s/ Lee Einbinder

  Lee Einbinder

  Chief Executive Officer

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FinServ Acquisition Corp.

c/o Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

May 5, 2021

VIA EDGAR

    Attention:
    Blaise Rhodes

    Lyn Shenk

    Eric Envall

    David Lin

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

    Re:
    FinServ Acquisition Corp.

Amendment No. 1 to Registration Statement on Form S-4

Filed April 2, 2021

File No. 333-252558

Ladies and Gentlemen:

This letter sets forth the
response of FinServ Acquisition Corp. (the “Company” or “FinServ”) to the comments
of the staff of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission set
forth in your letter dated April 21, 2021, with respect to the above referenced Amendment No. 1 to Registration Statement on Form S-4
(the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing Amendment
No. 2 to the Registration Statement (the “Revised Registration Statement”). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed thereto in the Registration Statement.

Set forth below is the Company’s
response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this response letter
in italics.

Amendment No. 1 to Registration Statement on Form S-4 filed on April
2, 2021

Information About Katapult

Katapult’s Solution, page 84

 1. Staff’s comment:

We note your response to
comments 4 and 5. Please further revise this section to provide your shareholders a better understanding as to the products Katapult offers
to a customer. Using the figures you provide in the Lease to Own Product Overview graphic on page 85 and items (1) through (4) preceding
that graphic, provide a few examples of typical lease-purchase transactions. For example, if you enter into a lease-purchase agreement
for a refrigerator that has a value of $1,000 as you referred to in your response to comment 6, show the dollar amounts paid by a typical
consumer(s) through the life of the transaction and concluding with the total amount paid at the end of the payment term.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on page 89 of the Revised Registration Statement
No. 2.

Katapult’s Management’s Discussion and Analysis of Financial
Condition and Results of Operations

Material Agreements - Wayfair, page 110

 2. Staff’s comment:

We note your disclosure
that Katapult is party to a provider agreement with Wayfair Inc. dated November 24, 2020. We also note the related risk factor disclosure
on page 30 that Wayfair represented approximately 72% and 58% of Katapult's origination dollars for the fiscal years ended December 31,
2020 and 2019, respectively. Please tell us how you considered filing this agreement as an exhibit to your registration statement pursuant
to Item 601(b)(10) of Regulation S-K..

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that the agreement with Wayfair Inc. has been filed as Exhibit 10.11 to the Revised Registration
Statement No. 2.

Statement of Operations, page F-24

 3. Staff’s comment:

We note your response to
comment 10 in which you state you do not have merchandise sales. However, we note your disclosure on page F-29 that while the contemplated
length of the [lease] agreement is typically 12 or 18 months, the average consumer continues to lease the property for 7 months because
the consumer either exercises the buyout options or returns the items prior to the end of the 12 or 18 month lease term. Please advise.
In addition, we note from your statement of cash flows an adjustment for the net book value of property buyouts of $31.1 million for the
year ended December 31, 2020. Please tell us the nature of this item and, if related to exercises of buyout options, the corresponding
amount of revenue recognized..

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that Katapult’s rental revenue is derived from contractual arrangements that are
solely accounted for in accordance with the guidance in ASC 840, Leases (“ASC 840”). We communicated in our response to comment
10 from the initial comment letter dated February 25, 2021, that the Company does not engage in the sale of merchandise. Such activity
would fall within the scope of ASC 606, Revenue from Contracts with Customers, (ASC 605, Revenue Recognition, for periods prior to January
1, 2020), and would be required to be separately stated in accordance with Rule 5-03(b)1(a).

On an infrequent basis, consumers
who have terminated their leases return property directly to the Company, such as when the return is outside of the relevant partner
retailer’s return policies. In these instances, the Company may elect to sell certain property previously on lease that has been
returned. Such sales comprise less than 1% of total revenue for each of the years ended December 31, 2020, 2019, and 2018. These immaterial
amounts are included as a component of “Other revenue” within the consolidated statements of operations and comprehensive
income (loss). The Company acknowledges that certain terminology used in the notes to the consolidated financial statements and elsewhere
within Revised Registration Statement No. 1 does not clearly reflect these circumstances and may imply that the Company engages in merchandise
sales in the normal course of business. Accordingly, the Company has revised such terminology in Revised Registration Statement No. 2
by removing references to sales of property held for lease as well as returns of property held for lease, except to expand the disclosure
in Note 2, Summary of Significant Accounting Policies, under the caption “Other revenue” as follows (changes noted with strikethrough
and underlining): Other revenue consists of sub-lease revenue, and revenue from merchant partnerships, and infrequent
sales of property formerly on lease when customers terminate a lease and elect to return the property to the Company rather than the
Company’s retail partners. As a further example, the Company has revised the disclosure on page F-34 referred to in the Staff’s
comment as follows: “…the average consumer continues to lease the property for 7 months because the consumer either exercises
the buyout (early purchase) options or returns the items terminates the lease purchase agreement prior
to the end of the 12 or 18 month lease term.” Refer to Note 2, Summary of Significant Accounting Policies, under the caption “Rental
revenue,” which has also been revised to remove potentially contradictory wording for additional disclosure over revenue recognition.
Conforming revisions have been made elsewhere in Revised Registration Statement No. 2.

    2

The Company’s contractual
arrangements (lease purchase agreements) generally provide the consumer (a lessee) the right to use certain property, generally furniture,
consumer electronics, appliances, and other durable goods, that the Company concludes meets the definition of a lease pursuant to ASC
840. The Company’s contractual arrangements have a stated contractual term (for example, 12 or 18 months) and also contain options
to terminate the lease, renew the lease, or buyout (early purchase option) the underlying property in accordance with specific contractual
provisions. These contractual provisions are each evaluated using the guidance in ASC 840 to establish the initial lease term (one week,
two weeks, or one month) and the lease classification (operating) at contract inception. The Company also concludes that the subsequent
measurement and derecognition guidance in ASC 840 governs the subsequent resolution of the contractual terms (termination, renewal, and
early purchase options). As a result, the Company accounts for the entire lease purchase agreement in accordance with the guidance in
ASC 840, including payments made under an early purchase option, with the associated revenue included in “Rental revenue”
as separately stated on the consolidated statements of operations and comprehensive income (loss) under Rule 5-03(b)1(c) “income
from rentals.”

On the consolidated statements
of cash flows, the $31.1 million related to the net book value of property buyouts, is a component of the total cost of revenue associated
with Rental revenue. Net book value of property buyouts is attributable to property held for lease for which a consumer exercises an early
purchase option and represents the estimated net book value of leased property at the time the early purchase option is exercised by the
consumer. Refer to Note 2, Summary of Significant Accounting Policies, under the caption “Property Held for Lease, Net” for
additional information. When evaluating lease performance and recording Rental revenue, the Company does not delineate lease payments
between renewal payments and buyout payments, as revenue from lease purchase agreements is viewed as a single revenue stream in accordance
with the Company’s analysis above.

*****

We respectfully request the
Staff’s assistance in completing the review of the Registration Statement, as amended, as soon as possible. Please contact Christian
O. Nagler of Kirkland & Ellis LLP at (212) 446-4660 or Brooks W. Antweil of Kirkland & Ellis LLP at (713) 836-3388 with any questions
or further comments regarding the responses to the Staff’s comments.

    Sincerely,

    FINSERV ACQUISITION CORP.

    By:
    /s/ Lee Einbinder

    Name: Lee Einbinder

    Title: Chief Executive Officer

    cc:
    Orlando Zayas, Katapult Holdings, Inc.

    Andrew P. Gilbert, DLA Piper LLP (US)

3

United States securities and exchange commission logo
April 21, 2021
Lee Einbinder
Chief Executive Officer
FinServ Acquisition Corp.
1345 Avenue of the Americas
New York, NY 10105
Re:FinServ Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed April 2, 2021
File No. 333-252558
Dear Mr. Einbinder:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 25, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed April 2, 2021
Information About Katapult
Katapult's Solution, page 84
1.We note your response to comments 4 and 5.  Please further revise this section to provide
your shareholders a better understanding as to the products Katapult offers to a customer.
Using the figures you provide in the Lease to Own Product Overview graphic on page 85
and items (1) through (4) preceding that graphic, provide a few examples of typical lease-
purchase transactions.  For example, if you enter into a lease-purchase agreement for a
refrigerator that has a value of $1,000 as you referred to in your response to comment 6,
show the dollar amounts paid by a typical consumer(s) through the life of the transaction
and concluding with the total amount paid at the end of the payment term.

 FirstName LastNameLee Einbinder
 Comapany NameFinServ Acquisition Corp.
 April 21, 2021 Page 2
 FirstName LastName
Lee Einbinder
FinServ Acquisition Corp.
April 21, 2021
Page 2
Katapult's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Material Agreements - Wayfair, page 110
2.We note your disclosure that Katapult is party to a provider agreement with Wayfair Inc.
dated November 24, 2020.  We also note the related risk factor disclosure on page 30 that
Wayfair represented approximately 72% and 58% of Katapult's origination dollars for the
fiscal years ended December 31, 2020 and 2019, respectively.  Please tell us how you
considered filing this agreement as an exhibit to your registration statement pursuant to
Item 601(b)(10) of Regulation S-K.
Statement of Operations, page F-24
3.We note your response to comment 10 in which you state you do not have merchandise
sales.  However, we note your disclosure on page F-29 that while the contemplated length
of the [lease] agreement is typically 12 or 18 months, the average consumer continues to
lease the property for 7 months because the consumer either exercises the buyout options
or returns the items prior to the end of the 12 or 18 month lease term.  Please advise.  In
addition, we note from your statement of cash flows an adjustment for the net book value
of property buyouts of $31.1 million for the year ended December 31, 2020.  Please tell us
the nature of this item and, if related to exercises of buyout options, the corresponding
amount of revenue recognized.
            You may contact Blaise Rhodes at (202) 551-3774 or Lyn Shenk at (202) 551-3380 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Eric Envall at (202) 551-3234 or David Lin at (202) 551-3552 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

FinServ Acquisition Corp.

c/o Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

April 2, 2021

VIA EDGAR

 Attention: Blaise Rhodes

Lyn Shenk

Eric Envall

David Lin

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

 Re: FinServ Acquisition Corp.

Registration Statement on Form S-4

Filed January 29, 2021

File No. 333-252558

Ladies and Gentlemen:

This letter sets forth
the response of FinServ Acquisition Corp. (the “Company” or “FinServ”) to the comments
of the staff of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission set
forth in your letter dated February 25, 2021, with respect to the above referenced Registration Statement on Form S-4 (the “Registration
Statement”). Concurrently with the submission of this letter, the Company is filing a revised Registration Statement on
Form S-4 (the “Revised Registration Statement”). Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed thereto in the Registration Statement.

The Company respectfully
advises the Staff that it has discovered a typographical error for “Gross profit” on the Katapult Consolidated Statement of
Operations and Comprehensive Loss for the year ended December 31, 2019 on page F-24 of the Registration Statement. The corrected Gross
profit is $20,657 not $21,657. This typographical error had no impact on any other reported amounts or disclosures in the Registration
Statement. The Company has made the appropriate update in the Revised Registration Statement.

Set forth below is the
Company’s response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this
response letter in italics.

Form S-4 filed on January 29, 2021

Q: What will happen to FinServ’s securities
upon consummation of the business combination, page iv

1.              Staff’s comment:

Please revise this section
to clarify, if true, that each outstanding share of FinServ common stock and each FinServ warrant will convert into one share of common
stock and one warrant, respectively, of Katapult upon consummation of the business combination.

Response:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that FinServ’s common stock and warrants will not convert into other
securities, but will remain outstanding as securities of New Katapult following the consummation of the business combination. The Company
has revised the disclosure on page iv of the Revised Registration Statement to further clarify that the common stock and warrants will
remain outstanding.

Summary

Merger Consideration, page 1

2.              Staff’s comment:

Here, and in the Merger
Consideration section, please provide a chart that indicates exactly what the merger consideration would have been for each share of Katapult
preferred and common stock as of the date immediately prior to the execution of the Merger Agreement and as of the most recent practicable
date prior to effectiveness.

Response:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 1 and 119 of the Revised
Registration Statement.

Risk Factors

Our ability to protect our confidential, proprietary, or sensitive
information..., page 26

3.             Staff’s comment:

Please revise to quantify,
if material, any expenses you have incurred in recent periods relating to cyber-attacks, employee or other internal misconduct, computer
viruses, physical or electronic break-ins, or similar disruptions.

Response:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 25 of the Revised Registration
Statement to clarify that is has not incurred any material expenses relating to cyber-attacks, employee or other internal misconduct,
computer viruses, physical or electronic break-ins, or similar disruptions.

      2

Katapult’s Solution, page 87

4.             Staff’s comment:

Please revise this section
to discuss the total costs paid by a consumer that utilizes Katapult in order to lease-to-own durable goods. As appropriate, please also
provide illustrative examples or a chart disclosing the total costs paid by different consumers, including any fees and varying interest
rates depending upon the amount financed or any credit evaluation you perform on borrowers.

Response:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 85 of the Revised Registration
Statement.

Lease to Own Product Overview, page 88

5.             Staff’s comment:

Please revise this section
in order to describe what “Lease Multiple” is and what it means for it to be “-2.0x cash price.”

Response:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 85 of the Revised Registration
Statement.

Katapult’s Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Key Performance Metrics Originations, page 101

6.             Staff’s comment:

We note you define originations
as the acquisition value of the durable goods associated with lease-purchase agreements entered into during the period. This does not
appear consistent with the definition provided on page 126, where originations are defined as dollar amount of leases originated. Please
revise for consistency and clarity. Additionally, please provide us an example of an origination so that we can better understand how
originations are determined.

Response:

The Company
respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 98 of
the Revised Registration Statement to clarify that originations are defined as the dollar amount of leases originated. For
example, if the Company enters into a lease-purchase agreement for a refrigerator that has a value of $1,000, the origination
value associated with that particular refrigerator is $1,000, regardless of the amount actually paid by the Company to the
retailer. If the Company enters into five lease-purchase agreements for the same refrigerator, the origination value
associated with those five refrigerators is $5,000, even if the Company received a volume discount from the retailer and only
paid $4,500 for such items.

      3

Results of Operations, page 102

7.             Staff’s comment:

While you discuss certain
factors to which changes in various line items are attributable, you do not quantify a large number of these factors nor analyze the underlying
business reasons for the changes. We believe your disclosures could be improved and clarified by ensuring that all material factors are
quantified and analyzed. In addition, please quantify the effects of changes in both price and volume on revenues categories, where appropriate
(for example, describe the drivers of revenue in product categories that experienced significant change).

Response:

The Company
respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 99 of
the Revised Registration Statement.

Liquidity and Capital Resources, page 109

8.             Staff’s comment:

Please revise to identify
any known trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result
in your liquidity increasing or decreasing in any material way. In addition, please describe any known material trends, favorable or unfavorable,
in your capital resources and indicate any expected material changes in the mix and relative cost of such resources.

Response:

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that it has revised the disclosure on page 105 of the Revised Registration Statement

Financing Agreements, page 110

9.             Staff’s comment:

Please identify the
lender with which you have a line of credit agreement. In addition, please file your agreement(s) with this lender pursuant to Item 601(b)(10)
of Regulation S-K or advise us regarding the basis for your determination the agreement(s) are not required to be filed.

Response:

The Company
respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 106 of
the Revised Registration Statement to identify the lender with which the Company has a line of credit agreement. The Ninth
Amendment and Joinder to Loan and Security Agreement and the Tenth Amendment to Loan and Security Agreement have been filed
as Exhibits 10.9 and 10.10, respectively, to the Revised Registration Statement.

      4

Statement of Operations, page F-37

10.          Staff’s comment:

Please revise to separately
present revenue from services and product sales (i.e., rental revenue and merchandise sales). Refer to Rule 5-03(b)1 of Regulation S-X.

Response:

The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it does not have merchandise sales. Substantially all revenues are derived
from rental revenue and no other class of income represents greater than 10% of total revenue which would require separate classification.

Katapult Holdings, Inc. and Subsidiaries Notes to Consolidated Financial
Statements

Note 2. Summary of Significant Accounting Policies

Accounts Receivable and Allowance for Doubtful Accounts, page
F-42

11.           Staff’s
comment:

You disclose that bad
debt expense is classified in cost of revenue within the consolidated statements of operations and comprehensive loss. We note that this
presentation is not consistent with certain competitors in your industry that classify bad debt expense in revenue and that your actual
statement of operations presentation includes bad debt expense within operating expenses. Please revise as appropriate. Refer to ASC 842-30-
25-13.

Please also tell us
whether, at the lease commencement date, your assessment is that lease payments are probable of collection.

Response:

The Company respectfully
acknowledges the Staff’s comment and has revised the footnote disclosure to reflect the presentation of bad debt expense in operating
expenses. The Company advises the Staff that the Company has not adopted ASC 842 and in accordance with ASC 840, classifies bad debt expense
within operating expenses.

The Company respectfully
advises the Staff that the Company has assessed that collection of minimum lease payments is probable through the initial lease term.
The Company will continue to assess probability of lease payment collection upon adoption of ASC 842.

Note 3. Property Held for Lease, Net, page F-49

12.           Staff’s comment:

We note property held
for lease consists of furniture, consumer electronics, appliances, and other durable goods offered for lease-purchase in the normal course
of business. Please disclose balances and accumulated depreciation of major classes of property held for lease at each balance sheet date
or tell us why you believe such disclosure is not required. Refer to ASC 842-30-50-13 and ASC 360-10-50-1.

Response:

The Company
acknowledges the Staff’s comment and respectfully advises the Staff that in the Company’s lease to own transactions,
from an economic perspective the different classes of property held for lease are homogenous in nature. The Company’s property
held for lease encompasses a wide variety of items and the mix of property held for lease can vary over time. All property held for
lease is depreciated under the same income forecasting method using a proportion of rents received to total expected rents received
based on historical data. Depreciation and income allocations do not vary based on the types of property held for lease. Refer to
Note 2, Summary of Significant Accounting Policies under the caption “Property Held for Lease, Net” for additional
information. Further disclosure of such amounts would not provide additional benefit.

      5

13.           Staff’s comment:

Please quantify for
us the amount of property held for lease that was not on lease at the balance sheet dates.

Response:

The Company
respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page F-36 of
the Revised Registration Statement to clarify that all property held for lease is on-lease for the periods presented.

*****

      6

We respectfully request
the Staff’s assistance in completing the review of the Registration Statement, as amended, as soon as possible. Please contact
Christian O. Nagler of Kirkland & Ellis LLP at (212) 446-4660 or Brooks W. Antweil of Kirkland & Ellis LLP at (713) 836-3388
with any questions or further comments regarding the responses to the Staff’s comments.

    Sincerely,

    FINSERV ACQUISITION CORP.

    By:
    /s/ Lee Einbinder

    Name: Lee Einbinder
Title: Chief Executive Officer

    cc:
    Orlando Zayas, Katapult Holdings, Inc.

    Andrew P. Gilbert, DLA Piper LLP (US)

7

United States securities and exchange commission logo
February 25, 2021
Lee Einbinder
Chief Executive Officer
FinServ Acquisition Corp.
1345 Avenue of the Americas
New York, NY 10105
Re:FinServ Acquisition Corp.
Registration Statement on Form S-4
Filed January 29, 2021
File No. 333-252558
Dear Mr. Einbinder:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed on January 29, 2021
Q: What will happen to FinServ's securities upon consummation of the business combination,
page iv
1.Please revise this section to clarify, if true, that each outstanding share of FinServ
common stock and each FinServ warrant will convert into one share of common stock and
one warrant, respectively, of Katapult upon consummation of the business combination.
Summary
Merger Consideration, page 1
2.Here, and in the Merger Consideration section, please provide a chart that indicates
exactly what the merger consideration would have been for each share of Katapult
preferred and common stock as of the date immediately prior to the execution of the

 FirstName LastNameLee Einbinder
 Comapany NameFinServ Acquisition Corp.
 February 25, 2021 Page 2
 FirstName LastNameLee Einbinder
FinServ Acquisition Corp.
February 25, 2021
Page 2
Merger Agreement and as of the most recent practicable date prior to effectiveness.
Risk Factors
Our ability to protect our confidential, proprietary, or sensitive information..., page 26
3.Please revise to quantify, if material, any expenses you have incurred in recent periods
relating to cyber-attacks, employee or other internal misconduct, computer viruses,
physical or electronic break-ins, or similar disruptions.
Katapult's Solution, page 87
4.Please revise this section to discuss the total costs paid by a consumer that utilizes
Katapult in order to lease-to-own durable goods.  As appropriate, please also provide
illustrative examples or a chart disclosing the total costs paid by different consumers,
including any fees and varying interest rates depending upon the amount financed or any
credit evaluation you perform on borrowers.
Lease to Own Product Overview, page 88
5.Please revise this section in order to describe what "Lease Multiple" is and what it means
for it to be "-2.0x cash price"
Katapult's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Performance Metrics
Originations, page 101
6.We note you define originations as the acquisition value of the durable goods associated
with lease-purchase agreements entered into during the period.  This does not appear
consistent with the definition provided on page 126, where originations are defined as
dollar amount of leases originated.  Please revise for consistency and clarity.
Additionally, please provide us an example of an origination so that we can better
understand how originations are determined.
Results of Operations, page 102
7.While you discuss certain factors to which changes in various line items are attributable,
you do not quantify a large number of these factors nor analyze the underlying business
reasons for the changes.  We believe your disclosures could be improved and clarified by
ensuring that all material factors are quantified and analyzed. In addition, please quantify
the effects of changes in both price and volume on revenues categories, where appropriate
(for example, describe the drivers of revenue in product categories that experienced
significant change).

 FirstName LastNameLee Einbinder
 Comapany NameFinServ Acquisition Corp.
 February 25, 2021 Page 3
 FirstName LastNameLee Einbinder
FinServ Acquisition Corp.
February 25, 2021
Page 3
Liquidity and Capital Resources, page 109
8.Please revise to identify any known trends or any known demands, commitments, events
or uncertainties that will result in or that are reasonably likely to result in your liquidity
increasing or decreasing in any material way. In addition, please describe any known
material trends, favorable or unfavorable, in your capital resources and indicate any
expected material changes in the mix and relative cost of such resources.
Financing Agreements, page 110
9.Please identify the lender with which you have a line of credit agreement.  In addition,
please file your agreement(s) with this lender pursuant to Item 601(b)(10) of Regulation
S-K or advise us regarding the basis for your determination the agreement(s) are not
required to be filed.
Statement of Operations, page F-37
10.Please revise to separately present revenue from services and product sales (i.e., rental
revenue and merchandise sales).  Refer to Rule 5-03(b)1 of Regulation S-X.
Katapult Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Accounts Receivable and Allowance for Doubtful Accounts, page F-42
11.You disclose that bad debt expense is classified in cost of revenue within the consolidated
statements of operations and comprehensive loss.  We note that this presentation is not
consistent with certain competitors in your industry that classify bad debt expense in
revenue and that your actual statement of operations presentation includes bad debt
expense within operating expenses.  Please revise as appropriate.  Refer to ASC 842-30-
25-13.

Please also tell us whether, at the lease commencement date, your assessment is that lease
payments are probable of collection.
3. Property Held for Lease, Net, page F-49
12.We note property held for lease consists of furniture, consumer electronics, appliances,
and other durable goods offered for lease-purchase in the normal course of business.
Please disclose balances and accumulated depreciation of major classes of property held
for lease at each balance sheet date or tell us why you believe such disclosure is not
required. Refer to ASC 842-30-50-13 and ASC 360-10-50-1.
13.Please quantify for us the amount of property held for lease that was not on lease at the
balance sheet dates.
            We remind you that the company and its management are responsible for the accuracy

 FirstName LastNameLee Einbinder
 Comapany NameFinServ Acquisition Corp.
 February 25, 2021 Page 4
 FirstName LastName
Lee Einbinder
FinServ Acquisition Corp.
February 25, 2021
Page 4
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Blaise Rhodes at (202) 551-3774 or Lyn Shenk at (202) 551-3380 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Eric Envall at (202) 551-3234 or David Lin at (202) 551-3552 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Cantor Fitzgerald & Co.

499 Park Avenue

New York, New York 10022

October 29, 2019

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Michael Killoy

    Re:

        FinServ Acquisition Corp.

        Registration Statement on

        Form S-1 (File No. 333-234182)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself
and the several underwriters, hereby joins in the request of FinServ Acquisition Corp. that the effective date of the above-referenced
Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m., Washington D.C. time, on October 31,
2019, or as soon thereafter as practicable.

Pursuant to Rule 460 of
the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, approximately 109 copies
of the Preliminary Prospectus, dated October 25, 2019, have been distributed to prospective underwriters and dealers, institutional
investors, retail investors and others.

The undersigned advises
that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

[Signature page follows]

    1

    Very truly yours,

        Barclays Capital Inc.,

        As Representative of the Several Underwriters

    By:
    /s/ Jaime Cohen

    Name:
    Jaime Cohen

    Title:
    Managing Director

        Cantor Fitzgerald & Co.,

        As Representative of the Several Underwriters

    By:
    /s/ Sage Kelly

    Name:
    Sage Kelly

    Title:
    Managing Director

    2

CORRESP
1
filename1.htm

FinServ Acquisition Corp.

c/o Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

October
29, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Attention: Michael Killoy

    Re:
    FinServ Acquisition Corp.

    Amendment No. 2 to Registration Statement on Form S-1

    Filed October 25, 2019

    File No. 333-234182

Dear Mr. Killoy:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, FinServ Acquisition Corp. hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 4:00 p.m. EST on Thursday, October 31, 2019, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Lee Einbinder

    Lee Einbinder

    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

    Kirkland & Ellis LLP

CORRESP
1
filename1.htm

FinServ Acquisition Corp.

c/o Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

October
29, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Attention: Michael Killoy

    Re:
    FinServ Acquisition Corp.

    Amendment No. 2 to Registration Statement on Form S-1

    Filed October 25, 2019

    File No. 333-234182

Dear Mr. Killoy:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, FinServ Acquisition Corp. hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 4:00 p.m. EST on Thursday, October 31, 2019, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Lee Einbinder

    Lee Einbinder

    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

    Kirkland & Ellis LLP

CORRESP
1
filename1.htm

FinServ Acquisition Corp.

c/o Ellenoff Grossman & Schole LLP

1345 Avenue of Americas

New York, NY 10105

(646) 965-8218

October 25, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Attention: Michael Killoy

 Re: FinServ Acquisition Corp.

Registration Statement on Form
S-1

Filed October 11, 2019

File No. 333-234182

Dear Mr. Killoy:

FinServ Acquisition
Corp. (the “Company,” “FinServ,” “we,” “our” or “us”)
hereby transmits its response to the comments of the staff (the “Staff”) of the Division of Corporation Finance
of the Securities and Exchange Commission contained in the Staff’s letter dated October 17, 2019 (the “Letter”)
regarding the above-referenced Registration Statement on Form S-1 (the “Registration Statement”). For ease of
reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff’s comments presented
in bold italics font type.

The responses below
follow the sequentially numbered comments from the Letter. All page references in the responses set forth below refer to page numbers
in the marked version of the Registration Statement. Capitalized terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Registration Statement.

Registration Statement on Form S-1 filed October 11 2019

FinServ Acquisition Corp. Financial Statements

Notes to Financial Statements

Note 8 - Subsequent Events, page F-16

 1. Please disclose the date through which subsequent events have been evaluated. Refer to ASC 855-10-50-1.

In response to the
Staff’s comment, we have revised our Registration Statement to include the requested information.

* * * * *

U.S. Securities and Exchange Commission

Division of Corporation Finance

October 25, 2019

Page 2 of 2

We thank the
Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact FinServ’s
legal counsel, Stuart Neuhauser, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

    Very truly yours,

    FINSERV ACQUISITION CORP.

    By:

    /s/ Lee Einbinder

    Name:
    Lee Einbinder

    Title:
    Chief Executive Officer

 cc: Ellenoff Grossman & Schole LLP

Kirkland & Ellis LLP

October 17, 2019
Lee Einbinder
Chief Executive Officer
FinServ Acquisition Corp.
c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Re:FinServ Acquisition Corp.
Registration Statement on Form S-1
Filed October 11, 2019
File No. 333-234182
Dear Mr. Einbinder:
            We have reviewed your registration statement and have the following comment.  In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-1 Filed October 11, 2019
Finserv Acquisition Corp. Financial Statements
Notes to Financial Statements
Note 8 - Subsequent Events, page F-16
1.Please disclose the date through which subsequent events have been evaluated.  Refer to
ASC 855-10-50-1.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameLee  Einbinder
 Comapany NameFinServ Acquisition Corp.
 October 17, 2019 Page 2
 FirstName LastName
Lee  Einbinder
FinServ Acquisition Corp.
October 17, 2019
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Linda Cvrkel at 202-551-3813 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Michael Killoy at 202-551-7576 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Stuart Neuhauser

CORRESP
1
filename1.htm

FinServ
Acquisition Corp.

c/o
Ellenoff Grossman & Schole LLP

1345
Avenue of Americas

New
York, NY 10105

(646)
965-8218

October
11, 2019

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Mail
Stop 3030

Washington,
D.C. 20549

Attention:
Michael Killoy

 Re: FinServ
Acquisition Corp.

Draft
Registration Statement on Form S-1

Submitted
September 5, 2019

CIK
No. 0001785424

Dear
Mr. Killoy:

FinServ
Acquisition Corp. (the “Company,” “FinServ,” “we,” “our”
or “us”) hereby transmits its response to the comments of the staff (the “Staff”) of the
Division of Corporation Finance of the Securities and Exchange Commission contained in the Staff’s letter dated September
25, 2019 (the “Letter”) regarding the above-referenced Registration Statement on Form S-1 (the “Registration
Statement”). For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter,
with the Staff’s comments presented in bold italics font type.

The
responses below follow the sequentially numbered comments from the Letter. All page references in the responses set forth below
refer to page numbers in the marked version of the Registration Statement. Capitalized terms used but not otherwise defined herein
have the meanings ascribed to such terms in the Registration Statement.

Draft
Registration Statement on Form S-1 filed September 5, 2019

General

 1. Please
                                         supplementally provide us with copies of all written communications, as defined in Rule
                                         405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
                                         present to potential investors in reliance on Section 5(d) of the Securities Act, whether
                                         or not they retain copies of the communications.

We
hereby advise the Staff that we will supplementally provide the Staff with copies of all written communications presented to potential
investors in reliance on Section 5(d) of the Securities Act. We further advise the Staff that investors will not retain copies
of such materials.

U.S. Securities and Exchange Commission

Division of Corporation Finance

October 11, 2019

Page 2 of 2

Summary,
page 1

 2. We
                                         note the disclosure on page 15 that NASDAQ rules require that the initial business combination
                                         have an aggregate fair market value of at least 80% of the value of the assets held in
                                         the trust account. We also note the risk factor on page 29 that NASDAQ may delist your
                                         securities from trading on its exchange. Please revise the disclosure throughout the
                                         prospectus to clarify, if true, that the 80% test would no longer apply if you are delisted
                                         from Nasdaq and add appropriate risk factor disclosure.

We
have revised the Registration Statement where appropriate to clarify that if our securities are not listed on Nasdaq after this
offering, we would not be required to satisfy the 80% test.

*
* * * *

We
thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact
FinServ’s legal counsel, Stuart Neuhauser, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

    Very
    truly yours,

    FINSERV
    ACQUISITION CORP.

    By:
    /s/
    Lee Einbinder

    Name:
    Lee
    Einbinder

    Title:
    Chief
    Executive Officer

cc:
Ellenoff Grossman & Schole LLP

Kirkland & Ellis LLP

September 25, 2019
Lee Einbinder
Chief Executive Officer
FinServ Acquisition Corp.
c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Re:FinServ Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted September 5, 2019
CIK No. 0001785424
Dear Mr. Einbinder:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 filed September 5, 2019
General
1.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Summary, page 1
2.We note the disclosure on page 15 that NASDAQ rules require that the initial business
combination have an aggregate fair market value of at least 80% of the value of the assets

 FirstName LastNameLee  Einbinder
 Comapany NameFinServ Acquisition Corp.
 September 25, 2019 Page 2
 FirstName LastName
Lee  Einbinder
FinServ Acquisition Corp.
September 25, 2019
Page 2
held in the trust account.  We also note the risk factor on page 29 that NASDAQ may
delist your securities from trading on its exchange.  Please revise the disclosure
throughout the prospectus to clarify, if true, that the 80% test would no longer apply if you
are delisted from Nasdaq and add appropriate risk factor disclosure.
            You may contact Lidna Cvrkel at 202-551-3813 or Rufus Decker at 202-551- if you have
questions regarding comments on the financial statements and related matters.  Please contact
Michael Killoy at 202-551-7576 or Pam Howell at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining
cc:       Stuart Neuhauser