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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 15, 2025
KATAPULT HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-39116 |
|
84-2704291 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
5360 Legacy Drive, Building 2
Plano, TX |
|
75024 |
| (Address of principal executive offices) |
|
(Zip Code) |
(833) 528-2785
(Registrant’s telephone number, including area code:)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on
Which Registered |
| Common Stock, par value $0.0001 per share |
|
KPLT |
|
The Nasdaq Stock Market LLC |
| Redeemable Warrants |
|
KPLTW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry Into a Material Definitive Agreement.
On September 15, 2025, Katapult Holdings, Inc. (the “Company”)
entered into the Limited Waiver (the “Limited Waiver”) to our Amended and Restated Loan and Security Agreement, dated as of
June 12, 2025 (as amended, amended and restated, supplemented, revised, or otherwise modified from time to time, the “Loan Agreement”),
by and among Katapult SPV-1 LLC, Katapult Group, Inc., the Company (each a “Credit Party” and, together, the “Credit
Parties”), Midtown Madison Management LLC, as administrative, payment and collateral agent and lender, and the lenders party thereto
(the “Lenders”) in response to the Credit Parties’ failure to maintain Minimum Trailing Three-Month Origination as required
by the Loan Agreement. The Limited Waiver, among other things, temporarily waived the Existing Default (as defined in the Limited Waiver)
until September 29, 2025.
This description of the Limited
Waiver does not purport to be complete, and is subject to and qualified in its entirety by reference
to the full text of the Limited Waiver, which is attached as Exhibit 10.1 to this Current
Report on Form 8-K, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit
No. |
|
Exhibit |
| 10.1 |
|
Limited Waiver, dated as of September 15, 2025, by and among Katapult SPV-1 LLC, Katapult Group, Inc, Katapult Holdings, Inc., Midtown Madison Management LLC and the lenders party thereto. |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 16, 2025 |
|
/s/ Orlando Zayas |
| |
|
Name: Orlando Zayas |
| |
|
Title: Chief Executive Officer |
