Katapult Form 3 shows major preferred conversions and warrants
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Katapult Holdings (KPLT): Initial Form 3 filed. Affiliated entities including HHCF Series 21 Sub, LLC and related parties, with Lane Risser as manager, reported beneficial ownership as a Director and 10% Owner. Reported derivative holdings include Series A Convertible Preferred Stock convertible into 2,840,910 shares of common stock (implied initial conversion price $12.32) and Series B Convertible Preferred Stock convertible into 2,633,890 shares (implied initial conversion price $11.39). Warrants cover 486,264 shares at $0.01 expiring 06/12/2032 (exercisable 09/29/2025) and 160,000 shares at $0.25 expiring 03/06/2030 (exercisable 03/06/2023). Conversions of Series A and B are limited to avoid exceeding 19.99% voting power until stockholder approval under Nasdaq rules.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
HHCF Series 21 Sub, LLC, HHCF Series 21 Sub Holdco, LLC, Hawthorn Horizon Credit Fund LLC, Series 21, Risser Lane
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series A Convertible Preferred Stock | -- | -- | -- |
| holding | Series B Convertible Preferred Stock | -- | -- | -- |
| holding | Warrants (right to buy) | -- | -- | -- |
| holding | Warrants (right to buy) | -- | -- | -- |
Holdings After Transaction:
Series A Convertible Preferred Stock — 2,840,910 shares (Direct);
Series B Convertible Preferred Stock — 2,633,890 shares (Direct);
Warrants (right to buy) — 486,264 shares (Direct)
Footnotes (1)
- 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. 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"). 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. 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. 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.
FAQ
What did KPLT disclose in this Form 3?
An initial statement of beneficial ownership by affiliated entities and Lane Risser as Director and 10% Owner, listing convertible preferred and warrant holdings.
What KPLT warrants are reported and on what terms?
Warrants for 486,264 shares at $0.01 expiring 06/12/2032 (exercisable 09/29/2025) and 160,000 shares at $0.25 expiring 03/06/2030 (exercisable 03/06/2023).
Is there a conversion cap on the preferred stock?
Yes. Conversions of Series A and B are limited so holders do not exceed 19.99% of voting power until stockholders approve conversion under Nasdaq rules.
Do the reporting persons claim full beneficial ownership?
Holdco, Hawthorn, and Lane Risser disclaim beneficial ownership except to the extent of any pecuniary interest, as stated in the filing.