[DEFA14A] Katapult Holdings, Inc. Warrant Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

Katapult Holdings (NASDAQ:KPLTW) filed Definitive Additional Proxy materials for its August 6 2025 Special Meeting. Shareholders will vote on two items:

• Proposal 1: Authorize the issuance of common stock upon warrant exercise and term-loan conversion to comply with Nasdaq Listing Rules 5635(b) and 5635(d).
• Proposal 2: Permit adjournment to solicit more proxies if Proposal 1 lacks support.

The Board recommends FOR both proposals. Votes must be cast by 11:59 p.m. ET on Aug 5 2025; the virtual meeting begins 10:00 a.m. ET Aug 6 2025. Approval would avoid potential listing issues but could dilute existing owners; the filing does not specify the share count.

Positive

• Approval would enable Katapult to comply with Nasdaq Rules 5635(b) and (d), mitigating potential delisting risk.

Negative

• Issuing shares for warrant exercise and term-loan conversion could materially dilute existing shareholders' ownership.

Insights

Governance Specialist

TL;DR: Critical compliance vote; dilution risk vs. Nasdaq listing security.

Nasdaq Rules 5635(b) and (d) trigger a shareholder vote when potential new issuance exceeds 20 % or changes control. Management seeks blanket authority for shares tied to warrants and a term-loan conversion, signalling the transactions are large enough to require approval. Failure could jeopardize listing status or force renegotiation of financing terms. While the proposal carries dilution risk, the lack of share-count detail limits visibility. The board’s unanimous ‘FOR’ stance suggests urgency; investors must weigh near-term dilution against maintaining exchange listing and access to capital.

Financial Analyst

TL;DR: Share issuance enables funding flexibility; cash inflow vs. ownership dilution.

If approved, warrant exercises could inject cash and retire term-loan obligations through equity conversion, strengthening liquidity without incremental debt. However, conversion price mechanics are undisclosed here, so the magnitude of dilution is unclear. Because proceeds are tied to already-outstanding warrants and an existing loan, incremental economic benefit may be limited to cash conserved on interest expense. Investors should scrutinize supplemental materials for share cap, exercise price, and anti-dilution clauses before voting.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.__)

___________________________________ 

Filed by the Registrant   ☒

Filed by a Party other than the Registrant   ☐ 

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

Katapult Holdings, Inc.

_________________________________________________________________________________________________ 

(Name of Registrant as Specified in Its Charter)

_________________________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Your Vote Counts! KATAPULT HOLDINGS, INC. 2025 Special Meeting Vote by August 5, 2025 11:59 PM ET Vote Virtually at the Meeting* August 6, 2025 10:00 AM Eastern Time Virtually at: ww w .virtualsha r eholdermeeting.com/KP L T2025SM *Please check the meeting materials for any special requirements for meeting attendance. Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V76771 - S16616 You invested in KATAPULT HOLDINGS, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Special Meeting. This is an important notice regarding the availability of proxy materials for the stockholder meeting to be held on August 6, 2025. Get informed before you vote View the Notice and Proxy Statement online OR you can receive a free paper or email copy of the material(s) by requesting prior to July 23, 2025. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1 - 800 - 579 - 1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. KATAPULT HOLDINGS, INC. 5360 LEGACY DR. BUILDING 2, SUITE 135 PLANO, TX 75024

Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. Voting Items Board Recommends V76772 - S16616 For 1 . To approve, for purposes of complying with Nasdaq Listing Rules, including, but not limited to, Rules 5635 (b) and (d), the issuance of shares of our Common Stock issuable upon the exercise of the Warrants and upon the Term Loan Conversion . For 2. To adjourn the Special Meeting, from time to time, if necessary to solicit additional proxies if there are not sufficient votes in favor of Proposal 1. NOTE: Such other business that may properly come before the meeting or any adjournment or postponement thereof.

FAQ

Why is KPLTW holding a special meeting on August 6, 2025?

To let shareholders vote on authorizing common stock issuance linked to warrant exercises and a term-loan conversion, and to allow adjournment if votes are insufficient.

What exactly is Proposal 1 in KPLTW's DEFA14A filing?

Proposal 1 seeks approval, per Nasdaq Rule 5635, for issuing new shares upon warrant exercise and term-loan conversion.

How could Proposal 1 affect existing KPLTW shareholders?

If passed, additional shares would be issued, potentially diluting current ownership percentages, though it would secure listing compliance.

When is the deadline to vote on KPLTW's 2025 special meeting proposals?

Votes must be submitted by 11:59 p.m. ET on August 5 2025 via ProxyVote.com or other accepted methods.

What happens if there aren't enough votes for Proposal 1?

Proposal 2 authorizes the company to adjourn the meeting to solicit additional proxies until sufficient votes are obtained.

How can shareholders attend KPLTW's special meeting?

The meeting is virtual; shareholders can log in at www.virtualshareholdermeeting.com/KPLT2025SM on August 6 2025 at 10:00 a.m. ET.