Katapult Holdings, Inc.

Filing Date

Nov 10, 2025

Transaction Date

Nov 3, 2025

Accession Number

0001104659-25-109276

Form Type

3

Footnotes

1. (F1)Each share of Series A Convertible Preferred Stock, par value 0.0001 per share (the "Series A Convertible Preferred Stock"), of Katapult Holdings, Inc., a Delaware corporation (the "Issuer"), is convertible into 81.16883 shares of Common Stock, par value $0.0001 per share (the "Common Stock"), of the Issuer, based on an implied initial conversion price of $12.32 per share of Common Stock.
2. (F2)Until the stockholders of the Issuer approve the conversion of the Series A Convertible Preferred Stock into shares of Common Stock as contemplated by the Nasdaq listing rules, no holder of Series A Convertible Preferred Stock may convert shares of Series A Convertible Preferred Stock through either an optional or a mandatory conversion into shares of Common Stock, if and to the extent that such conversion would result in the holder beneficially owning in excess of 19.99% of the aggregate number of votes entitled to be cast generally at a meeting of the Issuer's stockholders held for the election of directors by all outstanding shares of Common Stock as of immediately prior to the closing of the issuance and sale of Series A Convertible Preferred Stock by the Issuer to HHCF Series 21 Sub, LLC, a Delaware limited liability company ("HHCF Sub").
3. (F3)HHCF Sub is a wholly-owned subsidiary of HHCF Series 21 Sub Holdco, LLC, a Delaware limited liability company ("Holdco"), and Holdco is a wholly-owned subsidiary of Hawthorn Horizon Credit Fund LLC, Series 21. Lane Risser ("Mr. Risser") is the sole manager of Hawthorn. Each of Holdco, Hawthorn and Mr. Risser disclaims Section 16 beneficial ownership of the securities reported herein, except to the extent, if any, of its or his pecuniary interest in such securities, and nothing contained herein shall be deemed an omission that any of Holdco, Hawthorn or Mr. Risser is the beneficial owner of such securities for Section 16 or any other purpose.
4. (F4)Each share of Series B Preferred Stock, par value 0.0001 per share (the "Series B Convertible Preferred Stock"), of the Issuer is convertible into 87.79631 shares of Common Stock, based on an implied initial conversion price of $11.39 per share of Common Stock.
5. (F5)Until the stockholders of the Issuer approve the conversion of the Series B Convertible Preferred Stock into shares of Common Stock as contemplated by the Nasdaq listing rules, no holder of Preferred Stock may convert shares of Series B Convertible Preferred Stock through either an optional or a mandatory conversion into shares of Common Stock, if and to the extent that such conversion would result in the holder beneficially owning in excess of 19.99% of the aggregate number of votes entitled to be cast generally at a meeting of the Issuer's stockholders held for the election of directors by all outstanding shares of Common Stock as of immediately prior to the closing of the issuance and sale of Series B Convertible Preferred Stock by the Issuer to HHCF Sub.