Katapult Form 3 shows major preferred conversions and warrants

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.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

HHCF Series 21 Sub, LLC

(Last) (First) (Middle)

88 WEST MOUND STREET

(Street)

COLUMBUS OH 43215

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/03/2025

3. Issuer Name and Ticker or Trading Symbol
Katapult Holdings, Inc. [ KPLT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(1)(2)	(1)(2)	Common Stock	2,840,910	(1)(2)	D(3)
Series B Convertible Preferred Stock	(4)(5)	(4)(5)	Common Stock	2,633,890	(4)(5)	D(3)
Warrants (right to buy)	09/29/2025	06/12/2032	Common Stock	486,264	$0.01	D(3)
Warrants (right to buy)	03/06/2023	03/06/2030	Common Stock	160,000	$0.25	D(3)

1. Name and Address of Reporting Person^*

HHCF Series 21 Sub, LLC

(Last) (First) (Middle)

88 WEST MOUND STREET

(Street)

COLUMBUS OH 43215

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HHCF Series 21 Sub Holdco, LLC

(Last) (First) (Middle)

88 WEST MOUND STREET

(Street)

COLUMBUS OH 43215

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Hawthorn Horizon Credit Fund LLC, Series 21

(Last) (First) (Middle)

88 WEST MOUND STREET

(Street)

COLUMBUS OH 43215

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Risser Lane

(Last) (First) (Middle)

88 WEST MOUND STREET

(Street)

COLUMBUS OH 43215

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

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.

2. 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. 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. 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. 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.

	/s/ Lane Risser, Manager of HHCF Series 21 Sub, LLC	11/10/2025
	/s/ Lane Risser, Manager of HHCF Series 21 Sub Holdco, LLC	11/10/2025
	/s/ Lane Risser, Manager of Hawthorn Horizon Credit Fund LLC, Series 21	11/10/2025
	/s/ Lane Risser	11/10/2025
	** Signature of Reporting Person	Date
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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.

How many KPLT common shares are underlying the Series A preferred?

Series A Convertible Preferred is reported as convertible into 2,840,910 shares of common stock (implied initial conversion price $12.32).

How many KPLT common shares are underlying the Series B preferred?

Series B Convertible Preferred is reported as convertible into 2,633,890 shares of common stock (implied initial conversion price $11.39).

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.