Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-296909​

PROXY STATEMENT OF KATAPULT HOLDINGS, INC.

PROSPECTUS FOR SHARES OF COMMON STOCK

TRANSACTIONS PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of Katapult:

On behalf of the Board of Directors of Katapult Holdings, Inc., a Delaware corporation (“Katapult”), I am pleased to share important news about the future of Katapult. On December 11, 2025, we entered into a definitive agreement to merge with CCF Holdings LLC, a Delaware limited liability company (“CCFI”) and Aaron’s Intermediate Holdco, Inc., a Delaware corporation (“Aaron’s”) in an all-stock transaction. This announcement follows a thorough review of strategic alternatives and careful consideration of what will best position our company for long-term success.

We believe the proposed transaction creates a compelling opportunity to create a premier omni-channel platform that provides non-prime consumers access to durable goods and a comprehensive suite of innovative financial solutions tailored to their specific needs. We believe the combination of Katapult’s leading technology, Aaron’s retail reach and CCFI’s large customer base will deliver significant value for all stakeholders. The combined company is expected to benefit from greater scale and a stronger balance sheet, positioning us to accelerate growth and deliver a more robust set of financial solutions. Together, we will be well positioned to deliver innovative products and services to meet the evolving needs of non-prime consumers across the United States.

Below is important information regarding the proposed transaction, which the Katapult Board encourages you to vote “FOR”.

On December 11, 2025, Katapult, Katapult Merger Sub 1, Inc., a Delaware corporation and wholly owned indirect subsidiary of Katapult (“Merger Sub 1”), Katapult Merger Sub 2, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of Katapult (“Merger Sub 2”), CCFI, and Aaron’s , entered into an Agreement and Plan of Merger (as amended by the First Amendment to the Agreement and Plan of Merger, dated June 17, 2026, and as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which and subject to the terms and conditions set forth therein, (i) Merger Sub 1 will merge with and into Aaron’s (the “Aaron’s Merger”), (ii) Merger Sub 2 will merge with and into CCFI (the “CCFI Merger” and, together with the Aaron’s Merger, the “Mergers”) and (iii) upon the consummation of the Mergers, each of Merger Sub 1 and Merger Sub 2 will cease to exist, and each of Aaron’s and CCFI will become a wholly owned indirect subsidiary of Katapult.

Subject to the terms and conditions of the Merger Agreement and the Contribution and Exchange Agreements, (x) (1) immediately prior to Aaron’s Merger Effective Time and subject to all conditions to Closing being met, the Aaron’s MIP Holders will contribute and assign to Katapult, and Katapult will assume and acquire from the Aaron’s MIP Holders, the Aaron’s MIP Units in exchange for 943,580 shares of common stock, $0.0001 par value per share, of Katapult (“Katapult Common Stock”) and (2) immediately prior to the CCFI Merger Effective Time and subject to all conditions to Closing being met, the CCFI MIP Holders will contribute and assign to Katapult, and Katapult will assume and acquire from the CCFI MIP Holders, the CCFI MIP Equity in exchange for 11,011,927 shares of Katapult Common Stock; and (y) (1) at the Aaron’s Merger Effective Time, (i) any shares of common stock of Aaron’s, par value $0.01 per share (the “Aaron’s Common Stock”) held as treasury stock or held or owned by Aaron’s, Merger Sub 1, Aaron’s MIP Holdings, LLC or any subsidiary of Aaron’s immediately prior to the Aaron’s Merger Effective Time will be canceled and retired and will cease to exist, and no consideration will be delivered in exchange therefor, and (ii) the aggregate equity interests of Aaron’s outstanding as of immediately prior to the Aaron’s Merger Effective Time (including shares of Aaron’s Common Stock and any option or other rights to acquire Aaron’s Common Stock but not including the Aaron’s MIP Units, and excluding shares to be canceled pursuant to the preceding clause (i) and excluding shares of Aaron’s Common Stock that are outstanding immediately prior to the Aaron’s Merger Effective Time and which are held by stockholders who

have exercised and perfected dissenters’ rights for such shares of Aaron’s Common Stock in accordance with the General Corporation Law of the State of Delaware, as amended) will be collectively converted solely into the right to receive an aggregate of 11,369,237 shares of Katapult Common Stock, for all such outstanding equity interests and (2) at the CCFI Merger Effective Time, (i) any units of CCFI (the “CCFI Units”) held in treasury or held or owned by CCFI, Merger Sub 2 or any subsidiary of CCFI immediately prior to the CCFI Merger Effective Time will be canceled and retired and will cease to exist, and no consideration will be delivered in exchange therefor, (ii) the aggregate equity interests of CCFI outstanding as of immediately prior to the CCFI Merger Effective Time (including the CCFI Units and CCFI Phantom Units but not including the CCFI MIP Equity, CCFI Options and CCFI Warrants, and excluding CCFI Units to be canceled pursuant to the preceding clause (i)) will be collectively converted solely into the right to receive an aggregate of 58,516,558 shares of Katapult Common Stock, (iii) 244,146 shares of Katapult Common Stock will be subject to the CCFI Warrants (assuming cashless exercise before Closing) and (iv) vested CCFI Options that are outstanding shall be forfeited for no consideration.

No fractional shares of Katapult Common Stock will be issued in the Mergers; instead, all fractional shares of Katapult Common Stock to which a CCFI unitholder or Aaron’s stockholder would have been entitled will be aggregated and the resulting fraction of a share of Katapult Common Stock will be surrendered by such holder and such holder will be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the closing price of a share of Katapult Common Stock on The NASDAQ Stock Market LLC (“NASDAQ”) on the date the Mergers become effective. Existing stockholders of Katapult will continue to own their existing Katapult Common Stock following completion of the Mergers. Immediately following completion of the transactions contemplated by the Hawthorn Side Letter and the Mergers, the existing Katapult stockholders, CCFI unitholders and Aaron’s stockholders are expected to hold approximately 6.2%, 79.7% and 14.1%, respectively, of the issued and outstanding shares of the combined organization (based on 5,411,322 outstanding shares of Katapult Common Stock as of March 31, 2026 and inclusive of the exercise of the Katapult Private Warrants).

In connection with the Mergers, based on 5,239,497 outstanding shares of Katapult Common Stock as of December 11, 2025 (giving effect to the Hawthorn Preferred Stock Exchange), we anticipate that Katapult will issue a total of approximately 82,085,448 shares of Katapult Common Stock, including 69,772,631 shares to CCFI unitholders and 12,312,817 shares to Aaron’s stockholders, as described above. Shares of Katapult Common Stock are currently listed on NASDAQ under the symbol “KPLT”. If the Mergers are consummated, Katapult Common Stock will continue to be listed on NASDAQ under the symbol “KPLT”. On July 6, 2026, the last trading day before the date of this proxy statement/prospectus, the closing sale price of Katapult Common Stock was $7.74 per share.

Katapult is holding a special meeting of stockholders in order to obtain the stockholder approvals necessary to complete the Mergers and related matters. At the Katapult special meeting, which will be held on August 6, 2026, at 10:00 a.m. (Eastern Time), virtually at www.virtualshareholdermeeting.com/​KPLTSM2026, unless postponed or adjourned to a later date, Katapult will ask its stockholders to:

1.

approve the issuance of Katapult Common Stock to the CCFI unitholders, CCFI MIP Holders, holders of CCFI Warrants (assuming cashless exercise before Closing), holders of CCFI Phantom Units, Aaron’s stockholders and Aaron’s MIP Holders in accordance with the terms of the Merger Agreement and the change of control resulting from the Mergers pursuant to NASDAQ Rules 5635(a) and 5635(b) (the “Stock Issuance Proposal”);

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2.

approve and adopt a customary incentive plan with terms substantially comparable to those set forth in the Katapult Holdings, Inc. 2021 Equity Incentive Plan, as amended (the “Katapult 2021 Plan”) and pursuant to which at least 9,000,000 shares of Katapult Common Stock will be authorized for issuance (the “2026 Plan”, and such proposal, the “2026 Plan Proposal”);

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3.

approve, on a non-binding, advisory basis, the merger-related compensation that may be paid or become payable to Katapult’s named executive officers in connection with the Mergers (the “Compensation Proposal”); and

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4.

authorize the adjournment of the Katapult special meeting, if determined by the Katapult board of directors (the “Katapult Board”) or any committee thereof to be necessary, to solicit additional proxies if there are not sufficient votes in favor of the Stock Issuance Proposal or if a quorum is not present at the Special Meeting (the “Adjournment Proposal”).

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Katapult stockholders are being asked to approve the Stock Issuance Proposal pursuant to the Merger Agreement and vote in favor of any other matter necessary to consummate the Mergers or any of the other

transactions contemplated by the Merger Agreement (the “Contemplated Transactions”). After careful consideration, the Katapult Board has approved the Merger Agreement and the Mergers and the respective proposals referred to above, and the Katapult Board has determined that it is advisable to enter into the Merger Agreement and related transactions. The Katapult Board recommends that its stockholders vote “FOR” the proposals described in the accompanying proxy statement/prospectus.

The Katapult Board has fixed the close of business on July 6, 2026 as the record date for the determination of Katapult stockholders entitled to notice of, and to vote at, the special meeting. Whether or not you plan to attend the special meeting and regardless of the number of shares you own, your careful consideration of, and vote on, the Stock Issuance Proposal, the 2026 Plan Proposal, the Compensation Proposal and the Adjournment Proposal is important, and you are encouraged to vote promptly. The Mergers cannot be completed unless the Stock Issuance Proposal is approved by the affirmative vote of a majority of the total votes cast by holders of shares of Katapult Common Stock present, via live audio webcast, or represented by proxy and entitled to vote on the Stock Issuance Proposal (the “Required Katapult Stockholder Vote”). Your vote is very important, regardless of the number of shares of Katapult Common Stock that you own.

Please note that the Special Meeting will be held via the internet only. The accompanying proxy statement/​prospectus includes instructions on how to participate in the meeting and the means by which you may vote your shares and submit questions. EVEN IF YOU PLAN TO ATTEND THE VIRTUAL SPECIAL MEETING, PLEASE SUBMIT YOUR PROXY BY INTERNET, PHONE OR MAIL AS SOON AS POSSIBLE. If you later choose to revoke your proxy or change your vote, you may do so by following the procedures described in the attached proxy statement/prospectus.

The obligations of Katapult, CCFI and Aaron’s to complete the Mergers are subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, a copy of which is included as part of the accompanying proxy statement/prospectus. More information about Katapult, CCFI, Aaron’s and the proposed transactions is contained in this proxy statement/prospectus. Katapult urges you to read the accompanying proxy statement/prospectus carefully and in its entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 27.

Katapult is excited about the opportunities the Mergers bring to Katapult’s stockholders, and thanks you for your consideration and continued support.

Donald Gayhardt
Chairman of the Board
Katapult Holdings, Inc.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGERS OR DETERMINED THAT THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated July 7, 2026, and is first being mailed to Katapult stockholders of record on or about July 7, 2026.

 

5360 Legacy Drive, Building 2
Plano, Texas 75024

KATAPULT HOLDINGS, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 6, 2026

To Katapult Stockholders:

On December 11, 2025, Katapult Holdings, Inc., a Delaware corporation (“Katapult”), Katapult Merger Sub 1, Inc., a Delaware corporation and wholly owned indirect subsidiary of Katapult (“Merger Sub 1”), Katapult Merger Sub 2, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of Katapult (“Merger Sub 2”), CCF Holdings LLC, a Delaware limited liability company (“CCFI”), and Aaron’s Intermediate Holdco, Inc., a Delaware corporation (“Aaron’s”), entered into an Agreement and Plan of Merger (as amended by the First Amendment to the Agreement and Plan of Merger, dated June 17, 2026, and as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which and subject to the terms and conditions set forth therein, (i) Merger Sub 1 will merge with and into Aaron’s (the “Aaron’s Merger”), (ii) Merger Sub 2 will merge with and into CCFI (the “CCFI Merger” and together with the Aaron’s Merger, the “Mergers”) and (iii) upon the consummation of the Mergers, each of Merger Sub 1 and Merger Sub 2 will cease to exist, and each of Aaron’s and CCFI will become a wholly owned subsidiary of Katapult.

NOTICE IS HEREBY GIVEN that a special meeting of holders of Katapult Common Stock (including any adjournment or postponement thereof, the “Special Meeting”) will be held on August 6, 2026, at 10:00 a.m. (Eastern Time), virtually at www.virtualshareholdermeeting.com/KPLTSM2026. We are pleased to notify you of and invite you to the Special Meeting. The Special Meeting will be held exclusively online in virtual format to provide a consistent experience to all stockholders regardless of location. There will be no physical location for the Special Meeting, and you will not be able to attend the Special Meeting in person.

At the Special Meeting you will be asked to consider and vote on the following proposals to:

1.

approve the issuance of Katapult Common Stock to the CCFI unitholders, CCFI MIP Holders, holders of CCFI Warrants (assuming cashless exercise before Closing), holders of CCFI Phantom Units, Aaron’s stockholders and Aaron’s MIP Holders in accordance with the terms of the Merger Agreement and the change of control resulting from the Mergers pursuant to NASDAQ Rules 5635(a) and 5635(b) (the “Stock Issuance Proposal”);

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2.

approve and adopt a customary incentive plan with terms substantially comparable to those set forth in the Katapult Holdings, Inc. 2021 Equity Incentive Plan, as amended (the “Katapult 2021 Plan”) and pursuant to which at least 9,000,000 shares of Katapult Common Stock will be authorized for issuance (the “2026 Plan”, and such proposal, the “2026 Plan Proposal”);

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3.

approve, on a non-binding, advisory basis, the merger-related compensation that may be paid or become payable to Katapult’s named executive officers in connection with the Mergers (the “Compensation Proposal”); and

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4.

authorize the adjournment of the Special Meeting, if determined by the Katapult Board or any committee thereof to be necessary, to solicit additional proxies if there are not sufficient votes in favor of the Stock Issuance Proposal or if a quorum is not present at the Special Meeting (the “Adjournment Proposal”).

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Katapult will transact no other business at the Special Meeting, except for business properly brought before the Special Meeting by or at the direction of the Katapult Board. The Katapult Board has fixed July 6, 2026 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting and any adjournment or postponement thereof. Holders of record of shares of Katapult

 

 

Common Stock at the close of business on July 6, 2026, the record date, are entitled to notice of, and to vote at, the Special Meeting. A complete list of Katapult stockholders entitled to vote at the Special Meeting will be available for inspection at Katapult’s principal office at 5360 Legacy Drive, Building 2, Plano, Texas 75024 during regular business hours for a period of 10 days ending on the day before the Special Meeting. If you would like to inspect the list of Katapult stockholders of record, please email the Investor Relations department at ir@katapult.com to schedule an appointment or request access. At the close of business on July 6, 2026, the record date, there were 5,074,343  shares of Katapult Common Stock outstanding and entitled to vote (including 281,938 shares of Katapult Common Stock deemed to be held by Hawthorn by virtue of its ownership of Series A Convertible Preferred Stock).

Completion of the Mergers is conditioned on the approval of the Stock Issuance Proposal by stockholders of Katapult. The Stock Issuance Proposal, the 2026 Plan Proposal and the Compensation Proposal require the affirmative vote of a majority of the total votes cast by holders of shares of Katapult Common Stock, present, via live audio webcast, or represented by proxy and entitled to vote on the Stock Issuance Proposal, the 2026 Plan Proposal and the Compensation Proposal. The affirmative vote of the holders of a majority of the shares of Katapult Common Stock, present, via live audio webcast, or represented by proxy at the Special Meeting and entitled to vote on the matter, is required for approval of the Adjournment Proposal. The Katapult Board has unanimously determined and believes that each of the proposals outlined above is advisable to, and in the best interests of, Katapult and its stockholders and has approved each such proposal. The Katapult Board unanimously recommends that Katapult stockholders vote “FOR” each such proposal.

If you have any questions or need assistance with voting, please contact Katapult’s proxy solicitor, Mackenzie Partners, Inc., by calling 800-322-2885 or by emailing proxy@mackenziepartners.com.

Your vote is important regardless of the number of shares of Katapult Common Stock that you own. Whether or not you expect to attend the Special Meeting, we urge you to promptly submit your vote in advance of the meeting. EVEN IF YOU PLAN TO ATTEND THE VIRTUAL SPECIAL MEETING, PLEASE SUBMIT YOUR PROXY BY INTERNET, PHONE OR MAIL AS SOON AS POSSIBLE. If you later choose to revoke your proxy or change your vote, you may do so by following the procedures described in the proxy statement/prospectus of which this notice is a part.

Submitting a proxy will not prevent you from voting at the Special Meeting, but it will help to secure a quorum and avoid added solicitation costs if you decide not to or become unable to attend the Special Meeting. If you attend the Special Meeting, you may vote your shares of Katapult Common Stock virtually at the Special Meeting, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the Special Meeting in the manner described in the proxy statement/prospectus of which this notice is a part. Please note that the Special Meeting will be held via the internet only. The proxy statement/​prospectus of which this notice is a part includes instructions on how to participate in the meeting and the means by which you may vote your shares and submit questions.

This proxy statement/prospectus of which this notice is a part provides you with detailed information about the proposed Mergers and related matters. We encourage you to read the entire document carefully. In particular, see the section titled “Risk Factors” beginning on page 27 for a discussion of risks related to the Mergers, ownership of the Katapult Common Stock received in the Mergers, an investment in Katapult Common Stock, and Katapult’s business following the consummation of the Mergers.

The accompanying proxy statement/prospectus describes the Merger Agreement, the Mergers, and the actions to be taken in connection with the Mergers, as well as provides additional information about the parties involved. Please give this information your careful attention. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement/prospectus.

By Order of the Katapult Board of Directors,

Donald Gayhardt
Chairman of the Board
July 7, 2026

 

 

PLEASE VOTE YOUR SHARES PROMPTLY. IF YOU ARE A RECORD HOLDER, YOU CAN FIND INSTRUCTIONS FOR VOTING ON THE ENCLOSED PROXY CARD. IF YOU HAVE QUESTIONS ABOUT THE MERGERS, THE STOCK ISSUANCE PROPOSAL, THE 2026 PLAN PROPOSAL, THE COMPENSATION PROPOSAL OR THE ADJOURNMENT PROPOSAL, OR VOTING YOUR SHARES, PLEASE CONTACT:

Mackenzie Partners, Inc.
7 Penn Plaza
New York, New York 10001
Toll-Free: 800-322-2885

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties, and actual results might differ materially from those discussed in, or implied by, the forward-looking statements. Forward-looking statements are based on the current beliefs and assumptions of the management of Katapult, CCFI and Aaron’s, respectively, and can often be identified by terms and phrases that include “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “should,” “would,” “could,” “may,” “plan,” “project,” “predict,” “will,” “potential,” “forecast,” “target,” “guidance,” “outlook,” or other similar terminology. Various factors may cause actual results to be materially different than the suggested outcomes within forward-looking statements. Accordingly, there is no assurance that such results will be realized.

In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements included in this proxy statement/prospectus might not occur or might occur to a different extent or at a different time than described. Actual results may differ materially from the current expectations of Katapult, CCFI and Aaron’s depending on a number of factors affecting their businesses and risks associated with the successful execution of the Mergers. In evaluating these forward-looking statements, you should carefully consider the risks described herein. See the section titled “Risk Factors” in this proxy statement/prospectus. Factors that could have a material adverse effect on operations and future prospects or that could cause events or circumstances to differ from the forward-looking statements include, but are not limited to:

•

the outcome and impact of the Mergers (as defined herein), including our ability to recognize the anticipated objectives and benefits thereof;

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•

the occurrence of any event, change or other circumstances that could give rise to the right of one or all of the Company, CCFI (as defined herein) and Aaron’s (as defined herein) to terminate the Merger Agreement (as defined herein);

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•

the possibility that the Mergers do not close when expected or at all because the conditions to closing are not received or satisfied on a timely basis or at all;

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•

the potential disruptions the Mergers may cause in the business operations of the Company, CCFI and Aaron’s;

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•

potential adverse effects of the Mergers on the business relationships of the Company, CCFI and Aaron’s while the Mergers are pending;

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•

changes in our share price following the closing of the Mergers;

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•

meeting future liquidity requirements and complying with restrictive covenants related to indebtedness;

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•

our ability to obtain, and the impact of, the Preferred Stockholder Approval;

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•

potential impact of the Katapult Convertible Preferred Stock;

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•

executing on our business strategy, including expanding information and technology capabilities;

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•

our market opportunity, our ability to acquire and retain new and existing merchants and customers;

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customer adoption and continued growth of our mobile app featuring Katapult Pay® (“KPay”);

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the timing and impact of our growth initiatives on our future financial performance and the impact of our business growth strategy;

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anticipating the occurrence and timing of prime lending tightening and impact on our results of operations;

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•

general economic conditions in the markets where we operate, the cyclical nature of consumer spending, and seasonal sales and spending patterns of consumers;

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•

factors affecting consumer spending that are not under our control, including, among others, levels of employment, disposable consumer income, inflation, prevailing interest rates, consumer debt and availability of credit, pandemics (such as COVID-19), consumer confidence in future economic

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i

 

conditions, political conditions, and consumer perceptions of personal well-being and security and willingness and ability of consumers to pay for the goods they lease through us when due;

•

uncertainty of our estimates of market opportunity and forecasts of market growth, including the home furnishings and retail environment;

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•

the concentration of a significant portion of our transaction volume with a single merchant, or type of merchant or industry;

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the effects of competition on our future business;

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the impact of unstable market and economic conditions such as impact of tariffs, rising inflation and interest rates;

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•

reliability of our platform and effectiveness of our risk models;

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•

data security breaches or other information technology incidents or disruptions, including cyber-attacks, and the protection of confidential, proprietary, personal and other information, including personal data of consumers;

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•

attracting and retaining employees, executive officers or directors;

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•

obtaining additional capital, including equity or debt financing and servicing our indebtedness;

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enhancing future operating and financial results;

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anticipating rapid technological changes, including artificial intelligence and other new technologies;

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•

staying abreast of modified or new laws and regulations and complying with laws and regulations applicable to our business, including laws and regulations related to consumer credit transactions or rental purchase transactions, U.S. federal income tax, and data privacy and security;

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•

responding to uncertainties associated with product and service developments and market acceptance;

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•

identifying material weaknesses in our internal controls over financial reporting which, if not remediated, could affect the reliability of our financial statements;

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•

costs and effects of legal and administrative proceedings, settlements, investigations, and claims;

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litigation, regulatory matters, complaints, adverse publicity and/or misconduct by employees, vendors and/or service providers; and

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•

our ability to meet the minimum requirements for continued listing on the NASDAQ Stock Market (“NASDAQ”).

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The list of factors presented here is considered representative, and no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Katapult’s, CCFI’s or Aaron’s consolidated financial condition, results of operations or liquidity. Neither Katapult, nor CCFI nor Aaron’s assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. These and other important factors, including those discussed under “Risk Factors” in Katapult’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as Katapult’s subsequent filings with the SEC, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements herein are made only as of the date they were first issued, and Katapult, CCFI and Aaron’s disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable law or regulation.

 

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TABLE OF CONTENTS

 

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CERTAIN DEFINITIONS

Certain abbreviations and terms used in the text and notes of this proxy statement/prospectus are defined below:

“2019 Loan Agreement” means the Loan and Security Agreement, dated May 14, 2019, by and among the Credit Parties, Midtown Madison Management LLC and the other lenders party thereto (as amended, amended and restated, supplemented, revised or otherwise modified from time to time prior to June 12, 2025).

“2024 Aaron’s Take Private” means, collectively, the 2024 Merger and the 2024 Merger Post-Closing Transfer.

“2024 Merger” means the merger of The Aaron’s Company, Inc. with and into Polo Merger Sub, Inc. to consummate the acquisition of The Aaron’s Company, Inc. by IQVentures Holdings, LLC.

“2024 Merger Post-Closing Transfer” means the transfer of one hundred percent (100%) of the equity interest in Aaron’s to IQV Holdco by IQVentures Holdings, LLC, with approximately 10.5% of the Aaron’s ownership interests apportioned to Aaron’s MIP, immediately following the consummation of the 2024 Merger.

“2025 Loan Agreement” means that certain Amended and Restated Loan and Security Agreement, dated June 12, 2025, by and among the Credit Parties, Midtown Madison Management LLC, and the lenders party thereto, which amended and restated the 2019 Loan Agreement in its entirety.

“2026 Plan” means the incentive plan to be approved with terms substantially comparable to the Katapult 2021 Plan, authorizing at least 9,000,000 shares of Katapult Common Stock for issuance.

“2026 Plan Proposal” means the proposal for the holders of Katapult Common Stock to approve the 2026 Plan.

“Aaron’s” means Aaron’s Intermediate Holdco, Inc., a Delaware corporation.

“Aaron’s Common Stock” means any shares of common stock of Aaron’s, par value $0.01 per share.

“Aaron’s Contribution” means the transactions contemplated in the Aaron’s Contribution and Exchange Agreement.

“Aaron’s Contribution and Exchange Agreement” means that certain Contribution and Exchange Agreement, dated December 11, 2025, by and among certain members of Aaron’s management, Katapult, Aaron’s and CCFI.

“Aaron’s Employee Plans” means all employee plans under which any present or former employee, natural person individual independent contractor, officer or director (or any spouse or dependent of any such individual) of Aaron’s or its subsidiaries has any present or future right to benefits, which is sponsored, maintained, contributed to, or required to be contributed to, by Aaron’s or its subsidiaries, or with respect to which Aaron’s or its subsidiaries has or could reasonably be expected to have any liability (whether fixed, contingent or otherwise).

“Aaron’s Interests” means the equity interests of Aaron’s (including shares of Aaron’s Common Stock and any option or other rights to acquire Aaron’s Common Stock, but not including the Aaron’s MIP Units) outstanding as of immediately prior to the Aaron’s Merger Effective Time (excluding the shares of Aaron’s Common Stock to be canceled and retired or that are outstanding immediately prior to the Aaron’s Merger Effective Time and which are held by stockholders who have exercised and perfected appraisal rights for such shares of Aaron’s Common Stock in accordance with the DGCL).

“Aaron’s Merger” means the merger of Merger Sub 1 with and into Aaron’s at the Aaron’s Merger Effective Time.

“Aaron’s Merger Effective Time” means the time as of which the Aaron’s Merger becomes effective.

“Aaron’s Merger Share Amount” means 11,369,237 shares of Katapult Common Stock.

 

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“Aaron’s MIP” means Aaron’s MIP Holdings, LLC, a Delaware limited liability company and management incentive plan entity adopted by The Aaron’s Company to align the interests of the Aaron’s management team with IQV Holdco.

“Aaron’s MIP Exchange” means the exchange of Aaron’s MIP Units for Aaron’s MIP Rollover Interests.

“Aaron’s MIP Holders” means the holders of Aaron’s MIP Units.

“Aaron’s MIP Rollover Interests” means 943,580 shares of Katapult Common Stock issued to the Aaron’s MIP Holders pursuant to the Aaron’s MIP Exchange.

“Aaron’s MIP Units” means the Class A Unit and Class B membership interests of Aaron’s MIP.

“Acquisition Inquiry” means with respect to a Party, an inquiry, indication of interest or request for nonpublic information (other than an inquiry, indication of interest or request for information made or submitted by Aaron’s, on the one hand, or Katapult, on the other hand, to the other Party) that would reasonably be expected to lead to an Acquisition Proposal with such Party.

“Aaron’s Surviving Corporation” means Aaron’s as the surviving corporation in the Aaron’s Merger pursuant to the terms and subject to the conditions set forth in the Merger Agreement.

“Acquisition Proposal” means with respect to a Party, any offer or proposal, whether written or oral made by a third party (other than an offer or proposal made or submitted by or on behalf of Aaron’s or any of its Affiliates, on the one hand, or by or on behalf of Katapult or any of its Affiliates, on the other hand, to the other Party) contemplating or otherwise relating to any Acquisition Transaction with such Party.

“Acquisition Transaction” means any transaction or series of transactions involving:

•

any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or other similar transaction: (i) in which a Party or any of its Subsidiaries is a constituent corporation; (ii) in which a Person or “group” ​(as defined in the Exchange Act and the rules promulgated thereunder) of Persons directly or indirectly acquires beneficial or record ownership of securities representing twenty percent (20%) or more of the outstanding securities of any class of voting securities of a Party; or (iii) in which a Party issues securities representing twenty percent (20%) or more of the outstanding securities of any class of voting securities of such Party; or

​

•

any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets (it being understood that assets includes equity interests of Subsidiaries) that constitute or account for twenty percent (20%) or more of the fair market value of the consolidated assets of a Party and its Subsidiaries, taken as a whole (measured by the fair market value thereof as of the date of such transaction) with it being understood that, for purposes of this definition of Acquisition Transaction, the words “Party” or “Parties” means Katapult or Aaron’s or CCFI.

​

“Blue Owl” means Blue Owl Capital Inc. and its affiliates.

“CCFI” means CCF Holdings LLC, a Delaware limited liability company.

“CCFI CIC Plan” means CCFI Change of Control Bonus Plan.

“CCFI Contribution” means the transactions contemplated in the CCFI Contribution and Exchange Agreement.

“CCFI Contribution and Exchange Agreement” means that certain Contribution and Exchange Agreement, dated December 11, 2025, by and between certain members of CCFI management, Katapult, Aaron’s and CCFI.

“CCFI LLCA” means CCFI limited liability company agreement.

“CCFI Merger” means the merger of Merger Sub 2 with and into CCFI at the CCFI Merger Effective Time.

 

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“CCFI Merger Effective Time” means the time as of which the CCFI Merger becomes effective.

“CCFI Merger Share Amount” means an aggregate of 58,516,558 shares of Katapult Common Stock.

“CCFI MIP” shall mean CCFI MIP Holdings LLC, a Delaware limited liability company and management incentive plan entity adopted by CCFI to align the interests of the CCFI management team with CCFI equityholders.

“CCFI MIP Equity” means the equity interests of CCFI MIP.

“CCFI MIP Exchange” means the exchange of CCFI MIP Equity for CCFI MIP Rollover Interests.

“CCFI MIP Holders” means the holders of CCFI MIP Equity.

“CCFI MIP Rollover Interests” means 11,011,927 shares of Katapult Common Stock issued to the CCFI MIP Holders pursuant to the CCFI MIP Exchange.

“CCFI Non-Voting Units” shall mean the units of CCFI other than the CCFI Voting Units.

“CCFI Options” means the outstanding options to purchase CCFI Units.

“CCFI Surviving Company” means CCFI as the surviving limited liability company in the CCFI Merger pursuant to the terms and subject to the conditions set forth in the Merger Agreement.

“CCFI Phantom Unit Agreements” means the phantom restricted unit agreements entered into between CCFI and each of H. Eugene Lockhart, Eugene Schutt, Jennifer Adams Baldock and Michael Heller.

“CCFI Phantom Units” means the phantom restricted units of CCFI.

“CCFI Units” means the CCFI Non-Voting Units and the CCFI Voting Units.

“CCFI Voting Units” means the Class A Common Units and the Class D Preferred Units.

“CCFI Warrants” means the outstanding warrants to purchase CCFI Units.

“CCFI Warrant Amount” means 244,146 shares of Katapult Common Stock subject to the CCFI Warrants (assuming cashless exercise before Closing).

“Certificate of Designations” means the Series A Certificate of Designations together with the Series B Certificate of Designations.

“Class A Directors” means the Class of the Katapult Board whose term ends at the first annual meeting following the Closing.

“Class B Directors” means the Class of the Katapult Board whose term ends at the second annual meeting following the Closing.

“Class C Directors” means the Class of the Katapult Board whose term ends at the third annual meeting following the Closing.

“Closing” means the consummation of the Mergers.

“Compensation Proposal” means the proposal for the holders of Katapult Common Stock to approve, on a non-binding advisory basis, the merger-related compensation that may be paid or become payable to Katapult’s named executive officers in connection with the Mergers.

“Contemplated Transactions” means the transactions contemplated by the Merger Agreement.

“Contributions” means the Aaron’s Contribution and the CCFI Contribution.

“Contribution and Exchange Agreement” means the Aaron’s Contribution and Exchange Agreement and the CCFI Contribution and Exchange Agreement.

“Credit Parties” means Katapult SPV-1 LLC, Katapult Group, Inc., and Katapult.

 

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“CURO” means CURO Group Holdings Corp. (n/k/a Attain Finance).

“DGCL” means the General Corporation Law of the State of Delaware.

“DLLC” means the Delaware Limited Liability Company Act.

“End Date” means September 30, 2026.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Existing Revolving Facility” means the revolving credit facility under the 2019 Loan Agreement.

“First Amended Loan Agreement” means that certain Amended and Restated Loan and Security Agreement, dated June 12, 2025, by and among the Credit Parties, Midtown Madison Management LLC, and the lenders party thereto (as amended by the Limited Waiver dated September 15, 2025 and the First Amendment).

“First Amendment” means that certain Limited Waiver and First Amendment to Amended and Restated Loan and Security Agreement, dated November 2, 2025, among the Credit Parties, Midtown Madison Management LLC, and the lenders party thereto.

“First Warrants” means the warrants to purchase an aggregate of 160,000 shares of Katapult Common Stock at $0.25 per share held by Hawthorn.

“Hawthorn” means HHCF Series 21 Sub, LLC, a subsidiary of Hawthorn Horizon Credit Fund, LLC.

“Hawthorn Side Letter” means that certain side letter, dated December 11, 2025, by and among Katapult, Aaron’s, CCFI and Hawthorn to effectuate the Hawthorn Preferred Stock Exchange, Hawthorn Warrant Exercise and termination of that certain Director Nomination Agreement by and between Katapult and Hawthorn, dated November 3, 2025.

“Hawthorn Preferred Stock Exchange” means Katapult’s repurchase of all outstanding shares of Katapult Convertible Preferred Stock issued to Hawthorn pursuant to the Hawthorn Side Letter.

“Hawthorn Transaction” means the Hawthorn Preferred Stock Exchange, and all other related transactions.

“Hawthorn Warrant Exercise” means Hawthorn’s exercise of the Katapult Private Warrants on a cashless basis in full for shares of Katapult Common Stock pursuant to the Hawthorn Side Letter.

“Intended Tax Treatment” means (a) the qualification of each of the Aaron’s Merger and the CCFI Merger as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder and (b) the qualification of the Mergers, together with the Aaron’s MIP Exchange and the CCFI MIP Exchange as part of an integrated transaction, as an exchange described in Section 351 of the Code.

“IQV Holdco” means IQV Holdco, LLC, a Delaware limited liability company.

“IQVentures” means IQVentures Holdings, LLC, an Ohio limited liability company.

“Katapult” means Katapult Holdings, Inc., a Delaware corporation.

“Katapult 2014 Plan” means the Cognical Holdings, Inc. 2014 Stock Incentive Plan.

“Katapult 2021 Plan” means the Katapult Holdings, Inc. 2021 Equity Incentive Plan, as amended.

“Katapult Board” means the board of directors of Katapult.

“Katapult Bylaws” means the Second Amended and Restated Bylaws of Katapult.

“Katapult Charter” means the Second Amended and Restated Certificate of Incorporation of Katapult, as amended, including the Series A Certificate of Designation and the Series B Certificate of Designation.

 

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“Katapult Common Stock” means shares of common stock of Katapult, par value $0.0001 per share.

“Katapult Convertible Preferred Stock” means the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock.

“Katapult Equity Plans” means the Katapult 2014 Plan and the Katapult 2021 Plan.

“Katapult Preferred Stock” means shares of undesignated preferred stock of Katapult, par value $0.0001 per share.

“Katapult Private Warrants” means the First Warrants and Second Warrants held by Hawthorn.

“Katapult Public Warrants” means public warrants of Katapult, each previously exercisable for 1/25th of a share of Katapult Common Stock. The Katapult Public Warrants expired pursuant to their terms on June 9, 2026 and are no longer exercisable.

“Katapult Stock Issuance” means the issuance of shares of Katapult Common Stock to the stockholders of Aaron’s, the Aaron’s MIP Holders, the Unitholders of CCFI and the CCFI MIP Holders, pursuant to the terms of the Merger Agreement.

“Katapult Support Agreements” means the support agreements, each dated December 11, 2025, by and among certain stockholders of Katapult, Katapult, CCFI and Aaron’s.

“Lenders” means those lenders party to the Loan Agreement.

“Loan Agreement” means that certain Amended and Restated Loan and Security Agreement, dated June 12, 2025, by and among the Credit Parties, Midtown Madison Management LLC, and the lenders party thereto (as amended by the Limited Waiver dated September 15, 2025, the First Amendment, the Second Amendment, the Third Amendment and as further amended, amended and restated, supplemented, revised, or otherwise modified from time to time prior to the date hereof).

“Lock-Up Agreements” means the lock-up agreements, each dated December 11, 2025, by and among certain officers, directors, and equityholders of each of Katapult, CCFI, and Aaron’s, and each of Katapult, CCFI and Aaron’s.

“Merger Agreement” means that certain Agreement and Plan of Merger, dated December 11, 2025, by and among Katapult, Merger Sub 1, Merger Sub 2, CCFI, and Aaron’s (as amended by the First Amendment to the Agreement and Plan of Merger, dated June 17, 2026, and as it may be further amended, restated, supplemented or otherwise modified from time to time as it may be further amended, restated, supplemented or otherwise modified from time to time).

“Merger Consideration” means the shares of Katapult Common Stock to be issued to the stockholders of Aaron’s, the Aaron’s MIP Holders, the unitholders of CCFI and the CCFI MIP Holders, pursuant to the terms of the Merger Agreement and the Contribution and Exchange Agreements.

“Merger Sub 1” means Katapult Merger Sub 1, Inc., a Delaware corporation and wholly owned indirect subsidiary of Katapult.

“Merger Sub 2” means Katapult Merger Sub 2, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of Katapult.

“Mergers” means the CCFI Merger, together with the Aaron’s Merger.

“New Revolving Facility” means the amended and upsized revolving credit facility provided for by the Loan Agreement.

“Non-Exclusive Patent License Agreement” means that certain Non-Exclusive Patent License Agreement, dated June 5, 2026, by and between Katapult Holdings, Inc., FlexShopper, Inc. and ReadySett LLC.

“Polo Merger Sub” means Polo Merger Sub, Inc. a Georgia corporation and wholly owned subsidiary of IQVentures Holdings, LLC.

 

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“Preferred Stockholder Approval” means the approval of Katapult’s stockholders as contemplated by the NASDAQ Rules.

“Registration Rights Agreement” means that certain Registration Rights Agreement, dated December 11, 2025, by and among Katapult and certain equityholders of Aaron’s and CCFI.

“Registration Statement” means this registration statement on Form S-4 to be filed with the SEC by Katapult registering the public offering of Katapult Common Stock to Aaron’s MIP Holders, holders of Aaron’s Common Stock and CCFI MIP Holders and holders of CCFI Units, in the Contemplated Transactions, including all or a portion of the shares of Katapult Common Stock to be issued in exchange for all other shares of Aaron’s Common Stock, Aaron’s MIP Units, CCFI Units and CCFI MIP Equity in the Contemplated Transactions, as such registration statement may be amended from time to time.

“Required Katapult Stockholder Vote” means the affirmative vote of a majority of the total votes cast by holders of shares of Katapult Common Stock present, via live audio webcast, or represented by proxy and entitled to vote on the Stock Issuance Proposal.

“Second Amendment” means that certain Limited Waiver and Second Amendment to Amended and Restated Loan and Security Agreement, dated December 11, 2025, among the Credit Parties, Midtown Madison Management LLC, and the lenders party thereto.

“Second Warrants” means warrants to purchase an aggregate of 486,264 Katapult Common Stock at an exercise price of $0.01 per share held by Hawthorn.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Series A Certificate of Designation” means the Preferred Stock Designation for the Series A Convertible Preferred Stock.

“Series A Convertible Preferred Stock” means the 35,000 shares of Katapult Preferred Stock designated as “Series A Convertible Preferred Stock.”

“Series A Investment Agreement” means that certain Series A Investment Agreement, dated November 3, 2025, by and between Katapult and Hawthorn.

“Series B Certificate of Designation” means the Preferred Stock Designation for the Series B Convertible Preferred Stock.

“Series B Convertible Preferred Stock” means the 30,000 shares of Katapult Preferred Stock designated as “Series B Convertible Preferred Stock”.

“Series B Investment Agreement” means that certain Series B Investment Agreement, dated November 3, 2025, by and between Katapult and Hawthorn.

“Special Meeting” means the special meeting of Katapult stockholders to obtain approval of the Stock Issuance Proposal.

“Stockholders Agreement” means that certain Stockholders Agreement, dated December 11, 2025, by and among Katapult and certain equityholders of Aaron’s and CCFI, as amended by the First Amendment to the Stockholders Agreement, dated June 17, 2026 and as it may be further amended, restated, supplemented or otherwise modified from time to time.

“Stock Issuance Proposal” means the proposal for Katapult stockholders to approve the issuance of Katapult Common Stock pursuant to the Merger Agreement.

“Superior Offer” means an unsolicited bona fide Acquisition Proposal (with all references to “twenty percent (20%) or more” in the definition of Acquisition Transaction being treated as references to “fifty percent (50%) or more” for these purposes), that was not obtained or made as a direct or indirect result of a breach of (or in violation of) the Merger Agreement, made by a third party that the Transaction Committee and the Katapult Board (acting upon the recommendation of the Transaction Committee)

 

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determine in good faith, after consultation with its outside legal counsel and financial advisor(s), and after taking into account all financial, legal, regulatory, and other aspects of such Acquisition Proposal (including the financing terms, the ability of such third party to finance such Acquisition Proposal, the likelihood of consummation thereof, the identity of the counterparty and any other legal, financial and regulatory aspects of the Acquisition Proposal that are determined in good faith to be relevant), (1) is more favorable from a financial point of view to Katapult stockholders than as provided under the Merger Agreement (including any changes to the terms of the Merger Agreement proposed by either Party in response to such Superior Offer pursuant to and in accordance with the provisions of the Merger Agreement) and (2) is reasonably capable of being completed on the terms proposed.

“The Aaron’s Company” means The Aaron’s Company, Inc.

“Third Amendment” means that certain Third Amendment and Limited Waiver to Amended and Restated Loan and Security Agreement, dated June 2, 2026, among the Credit Parties, Midtown Madison Management LLC, and the Lenders party thereto.

“Transaction Committee” means the Transaction Committee of the Katapult Board.

“Warrant Price” means the price to exercise the Katapult Private Warrants, on an aggregate basis.

 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Katapult (File No. 333-296909), constitutes a prospectus of Katapult under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock, par value $0.0001 per share, of Katapult (“Katapult Common Stock”) to be issued to CCFI unitholders and Aaron’s stockholders pursuant to the Merger Agreement. This document also constitutes a proxy statement of Katapult under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the Special Meeting, at which Katapult stockholders will be asked to consider and vote on the approval of the Stock Issuance Proposal, the 2026 Plan Proposal, the Compensation Proposal and the Adjournment Proposal.

Katapult has supplied all information contained in this proxy statement/prospectus (including the annexes hereto), relating to Katapult, Merger Sub 1 and Merger Sub 2, CCFI has supplied all such information relating to CCFI and Aaron’s has supplied all such information relating to Aaron’s contained in this proxy statement/prospectus, as applicable.

You should rely only on the information contained in this proxy statement/prospectus and the annexes hereto. None of Katapult, CCFI or Aaron’s have authorized anyone to provide you with information other than the information that is contained in this proxy statement/prospectus (including the annexes hereto) or incorporated by reference into this proxy statement/prospectus. Each of Katapult, CCFI or Aaron’s takes no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. This proxy statement/prospectus is dated July 7, 2026, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information included as annexes to this proxy statement/prospectus or incorporated by reference herein is accurate as of any date other than the date of such document. None of Katapult, CCFI or Aaron’s assumes any obligation to update the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law. Neither the mailing of this proxy statement/prospectus to Katapult stockholders nor the issuance by Katapult of shares of Katapult Common Stock pursuant to the Merger Agreement will create any implication to the contrary.

All currency amounts referenced in this proxy statement/prospectus are in U.S. dollars.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

TRADEMARK NOTICE

Katapult, CCFI and Aaron’s have proprietary rights to trademarks, trade names and service marks appearing in this proxy statement/prospectus that are important to their respective businesses. This proxy statement/prospectus may also contain trade names, trademarks and service marks belonging to companies other than Katapult, CCFI and Aaron’s that are the property of their respective owners. None of Katapult, CCFI or Aaron’s intend the use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of or by any of these other companies. Solely for convenience, trade names, trademarks and service marks may appear in this proxy statement/prospectus without the ™ and ® symbols, but such references, or their failure to appear, should not be construed as any indicator that their respective owners, including Katapult, CCFI and Aaron’s, will not assert, to the fullest extent under applicable law, their rights or the rights of the applicable licensors with respect thereto.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes market and industry data that Katapult, CCFI and Aaron’s have obtained from industry publications, third-party studies and surveys, filings of public companies in their respective industries and related industry and internal company surveys. These sources include government and industry sources, which generally state that the information contained therein has been obtained from sources believed to be reliable. Although Katapult believes the market and industry data to

 

1

 

be reliable as of the date of this proxy statement/prospectus, this information could prove to be inaccurate. Market and industry data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. Katapult does not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein. Assumptions and estimates of future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause future performance to differ materially from our assumptions and estimates. See the section titled “Cautionary Note Regarding Forward-Looking Statements” in this proxy statement/prospectus.

 

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QUESTIONS AND ANSWERS

The following questions and answers are intended to briefly address some questions that you may have regarding the Mergers and the Merger Agreement. We urge you to carefully read the remainder of this proxy statement/prospectus because these questions and answers may not address all questions or provide all information that might be important to you with respect to the Mergers and the Merger Agreement. Additional important information is also contained in the annexes to this proxy statement/prospectus.

Q:

Why am I receiving these materials?

​

A:

On December 11, 2025, Katapult, Merger Sub 1, Merger Sub 2, CCFI and Aaron’s entered into the Merger Agreement, pursuant to which and subject to the terms and conditions set forth therein, (i) Merger Sub 1 will merge with and into Aaron’s, (ii) Merger Sub 2 will merge with and into CCFI and (iii) upon the consummation of the Mergers, each of Merger Sub 1 and Merger Sub 2 will cease to exist, and each of Aaron’s and CCFI will become a wholly owned subsidiary of Katapult. The Merger Agreement is described in this proxy statement/prospectus and attached as Annex A hereto. You are receiving this document in connection with the proposed issuance of shares of Katapult Common Stock to CCFI and Aaron’s equityholders in accordance with the terms of the Merger Agreement.

​

Because the Katapult Common Stock is listed on NASDAQ, Katapult is subject to the NASDAQ continued listing rules (the “NASDAQ Rules”). Rule 5635(a) of the NASDAQ Rules requires stockholder approval with respect to the issuance of Katapult Common Stock, among other instances, when the shares to be issued are being issued in connection with the acquisition of the stock or assets of another company and are equal to 20% or more of the outstanding shares of Katapult Common Stock before the issuance. Rule 5635(b) of the NASDAQ Rules also requires stockholder approval when any issuance or potential issuance will result in a “change of control” of the issuer. Although NASDAQ has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), NASDAQ has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the common stock (or securities convertible into or exercisable for common stock) or voting power of an issuer could constitute a change of control. In the case of the Mergers, Katapult expects to issue 82,085,448 shares of Katapult Common Stock and this will represent greater than 20% of its voting stock.

In order to complete the Mergers, among other things, Katapult stockholders must approve the Stock Issuance Proposal in accordance with the NASDAQ Rules. Katapult is holding a special meeting of its stockholders (the “Special Meeting”) to obtain approval of the Stock Issuance Proposal.

At the Special Meeting, Katapult stockholders will also be asked to approve the 2026 Plan Proposal, the Compensation Proposal and the Adjournment Proposal.

Your vote is very important, regardless of the number of shares that you own. The approval of the Stock Issuance Proposal is a condition to the obligations of Katapult, CCFI and Aaron’s to complete the Mergers.

Q:

Why are Katapult, CCFI and Aaron’s proposing the Mergers?

​

A:

Katapult, CCFI and Aaron’s believe that the Mergers will benefit the equityholders of all three companies. We believe the transaction will create a platform that enables non-prime consumers to access durable goods and a comprehensive suite of innovative financial solutions tailored to their specific needs, and it will establish a scaled omni-channel business with leading digital and mobile capabilities supported by a nationwide physical footprint. The combined company is also expected to have a stronger financial and operating model with significant potential for synergies, including expanded opportunities to serve a broader spectrum of non-prime consumer needs, enhanced underwriting capabilities that can drive growth and yield, technology that accelerates product innovation, and meaningful operating efficiencies. See the section titled “The Mergers — Katapult’s Reasons for the Mergers; Recommendation of the Katapult Board of Directors,” the section titled “The Mergers — CCFI’s Reasons for the Mergers,” and the section titled “The Mergers — Aaron’s Reasons for the Mergers” in this proxy statement/​prospectus.

​

 

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Q:

What will happen to Katapult as a result of the Mergers?

​

A:

If the Mergers are completed, Merger Sub 1 will be merged with and into Aaron’s, with Aaron’s surviving as an indirect, wholly owned subsidiary of Katapult, and Merger Sub 2 will be merged with and into CCFI, with CCFI surviving as an indirect, wholly owned subsidiary of Katapult. Katapult Common Stock will continue to be publicly traded following the Mergers, will continue to be listed on NASDAQ under the symbol “KPLT”, and will continue to be registered under the Exchange Act.

​

Q:

What will CCFI unitholders and Aaron’s stockholders be entitled to receive in the Mergers?

​

A:

If the Mergers are completed, subject to any applicable withholding tax, (i) CCFI unitholders, CCFI MIP Holders, holders of CCFI Warrants (assuming cashless exercise before Closing) and holders of CCFI Phantom Units will be entitled to receive an aggregate of 69,772,631 shares of Katapult Common Stock and (ii) Aaron’s stockholders and Aaron’s MIP Holders will be entitled to receive an aggregate of 12,312,817 shares of Katapult Common Stock.

​

The total number of shares of Katapult Common Stock allocable to CCFI unitholders, CCFI MIP Holders, holders of CCFI Warrants and holders of CCFI Phantom Units and the total number of shares of Katapult Common Stock allocable to Aaron’s stockholders and Aaron’s MIP Holders is fixed and shall not change. However, such total number of shares will, as applicable, be adjusted to provide the CCFI unitholders, CCFI MIP Holders, holders of CCFI Warrants, Aaron’s stockholders and Aaron’s MIP Holders the same economic effect as contemplated by the Merger Agreement in the event that any of the CCFI Interests, Aaron’s Interests or Katapult Common Stock shall have been changed into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend or any subdivision, reclassification, recapitalization, split, combination or exchange of shares, or if there has been any exercise or expiration, forfeiture or other termination of or other change in the CCFI Warrants, CCFI Phantom Units, CCFI MIP Equity or Aaron’s MIP Units.

No fractional shares of Katapult Common Stock will be issued in the Mergers; instead, all fractional shares of Katapult Common Stock to which a CCFI unitholder or Aaron’s stockholder would have been entitled will be aggregated and the resulting fraction of a share of Katapult Common Stock will be surrendered by such holder and such holder will be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the closing price of a share of Katapult Common Stock on NASDAQ (or such other NASDAQ market on which the Katapult Common Stock then trades) on the date the Mergers become effective.

Q:

What percentage of outstanding Katapult Common Stock will CCFI unitholders and Aaron’s stockholders own after the successful consummation of the Mergers?

​

A:

Based on 5,239,497 outstanding shares of Katapult Common Stock as of December 11, 2025, giving effect to the transactions contemplated by the Hawthorn Side Letter and the Mergers, we anticipate that Katapult will issue a total of approximately 82,085,448 shares of Katapult Common Stock, including 69,772,631 shares to CCFI equityholders and 12,312,817 shares to Aaron’s equityholders, or approximately 79.7% and 14.1%, respectively, of the outstanding shares of Katapult Common Stock (based on 5,411,322 outstanding shares of Katapult Common Stock as of March 31, 2026 and inclusive of the exercise of the Katapult Private Warrants). The exact equity stake of each of the Katapult stockholders, CCFI unitholders and Aaron’s stockholders in the combined organization immediately following the Mergers will depend on the number of shares of Katapult Common Stock issued and outstanding immediately before the Mergers.

​

Q:

Will the shares of Katapult Common Stock acquired in the Mergers be entitled to receive dividends?

​

A:

After the Closing, all shares of Katapult Common Stock issued in exchange for CCFI Units and Aaron’s Common Stock will entitle the holders thereof to the same dividends (if any) that all other holders of Katapult Common Stock will receive with respect to any dividend record date that occurs after the Closing. See the section titled “Market Price and Dividend Information” in this proxy statement/​prospectus.

​

 

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Q:

Who will be the executive officers of Katapult after the Mergers?

​

A:

Immediately following the Mergers, Katapult’s executive management team is expected to consist of Kyle Hanson (Executive Chairman), Cory Miller (Chief Executive Officer), Russell Falkenstein (Chief Financial Officer) and additional officers to be mutually agreed by Katapult, Aaron’s and CCFI prior to the Closing.

​

Q:

Will the Mergers affect the board of directors of Katapult after the Mergers?

​

A:

Yes. Effective as of the Closing (a) the size of the Katapult Board will be increased to ten directors, (b) all of the members of the Katapult Board as of the Closing will resign from the Katapult Board, (c) Jennifer Baldock, Michael Heller and Cory Miller will be appointed to the Katapult Board and placed in the class of the Katapult Board whose term ends at the first annual meeting following the Closing, (d) Philip Bartow III, Lynn DeVault, Eugene Schutt and Orlando Zayas will be appointed to the Katapult Board and placed in the class of the Katapult Board whose term ends at the second annual meeting following the Closing, (e) Will Jones, Kyle Hanson and Gregory L. Zink will be appointed to the Katapult Board and placed in the class of the Katapult Board whose term ends at the third annual meeting following the Closing and (f) Kyle Hanson will serve as the Executive Chairman of the Katapult Board.

​

Q:

When will the Mergers be completed?

​

A:

Katapult, CCFI and Aaron’s are working to complete the Mergers as soon as possible. Assuming timely satisfaction or waiver of the closing conditions, the Mergers are expected to close in the third quarter of 2026. However, none of Katapult, CCFI or Aaron’s can predict the actual date on which the Mergers will be completed, or if the Mergers will be completed at all, because completion of the Mergers is subject to conditions and factors outside the control of each of the companies. In addition, if the Mergers are not completed by September 30, 2026, subject to a 90-day extension if certain closing conditions have not yet been satisfied, any of Katapult, CCFI or Aaron’s may choose not to proceed with the Mergers by terminating the Merger Agreement.

​

Q:

What are the conditions that must be satisfied in order to consummate the Mergers and can Katapult, CCFI or Aaron’s waive the closing conditions?

​

A:

There are a number of conditions to the consummation of the Mergers. For a summary of the conditions that must be satisfied prior to the consummation of the Mergers, see the section titled “The Merger Agreement — Conditions to the Mergers” in this proxy statement/prospectus. Each of Katapult, CCFI and Aaron’s may waive any or all of the conditions to the closing of the proposed Mergers that are for its benefit to the extent permitted by applicable law. However, each of Katapult, CCFI and Aaron’s do not believe that applicable law would permit them to waive the condition for obtaining approval from Katapult’s stockholders of the Stock Issuance Proposal.

​

Q:

May Katapult, CCFI or Aaron’s negotiate with other parties?

​

A:

The Merger Agreement contains provisions prohibiting Katapult, CCFI and Aaron’s from seeking an alternative transaction to the Mergers. These “no solicitation” provisions apply to Katapult, CCFI, Aaron’s and their respective officers, managers, directors, employees, investment bankers, attorneys, accountants, consultants or other representatives or agents retained by any of them. Under these provisions, covered persons may not, directly or indirectly:

​

•

solicit, initiate or knowingly encourage, induce or knowingly facilitate the making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry (each, as defined in the Merger Agreement) or take any action that would reasonably be expected to result in an Acquisition Proposal or Acquisition Inquiry;

​

•

knowingly furnish any nonpublic information in connection with or in response to an Acquisition Proposal or Acquisition Inquiry;

​

 

5

 

•

engage in discussions or negotiations with any person with respect to any Acquisition Proposal or Acquisition Inquiry;

​

•

approve, endorse or recommend any Acquisition Proposal; or

​

•

execute or enter into any letter of intent or similar document or any contract contemplating or otherwise relating to any Acquisition Transaction.

​

Notwithstanding the restrictions described above, at any time prior to obtaining stockholder approval of the Mergers at the Special Meeting, Katapult and/or its representatives may furnish nonpublic information regarding Katapult to, and enter into discussions or negotiations with, any person in response to a bona fide written Acquisition Inquiry or Acquisition Proposal, which the Katapult Board has determined in good faith, after consultation with its independent financial advisor and its outside legal counsel, constitutes, or would reasonably be expected to result in a Superior Offer, if and only if (i) neither Katapult or its representatives have breached the “no solicitation” provisions of its confidentiality agreement with IQV in any material respect with respect to such Acquisition Inquiry or Acquisition Proposal, (ii) Katapult gives Aaron’s and CCFI written notice of the identity of such person and of Katapult’s intention to furnish nonpublic information to, or enter into discussions with, such person prior to furnishing any such nonpublic information, or entering into discussions with, such person, (iii) Katapult receives from such person an executed confidentiality agreement containing confidentiality provisions at least as favorable in the aggregate to Katapult of its confidentiality agreement with IQV and (iv) prior to or concurrent with furnishing such nonpublic information to such person, Katapult furnishes such nonpublic information to Aaron’s and CCFI, to the extent such nonpublic information has not already previously been furnished by Katapult to Aaron’s and CCFI.

Q:

What are the expected U.S. federal income tax consequences for Katapult stockholders as a result of the Mergers?

​

A:

Katapult stockholders will not sell, exchange or dispose of any shares of Katapult Common Stock as a result of the Mergers. Accordingly, there will be no material U.S. federal income tax consequences to Katapult stockholders as a result of the Mergers. See the section titled “The Mergers — Material U.S. Federal Income Tax Consequences of the Mergers and the Ownership and Disposition of Katapult Common Stock — Tax Consequences of Ownership and Disposition of Katapult Common Stock” in this proxy statement/prospectus for a more complete discussion of the U.S. federal income tax consequences of owning Katapult Common Stock following the Mergers.

​

Q:

What are the expected U.S. federal income tax consequences of the Mergers to Aaron’s stockholders and CCFI unitholders?

​

A:

Assuming the Mergers and related transactions under the Merger Agreement are completed as currently contemplated by the Merger Agreement, Katapult, Aaron’s and CCFI intend that (i) each of the Aaron’s Merger and the CCFI Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder and (ii) the Mergers, together (as part of an integrated transaction) with the Aaron’s MIP Exchange and the CCFI MIP Exchange, will qualify as an exchange described in Section 351 of the Code (collectively, the “Intended Tax Treatment”).

​

Provided that the Mergers qualify for the Intended Tax Treatment, a U.S. holder (as defined in “The Mergers — Material U.S. Federal Income Tax Consequences of the Mergers and the Ownership and Disposition of Katapult Common Stock” in this proxy statement/prospectus) of Aaron’s Common Stock or CCFI Units generally should not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of its Aaron’s Common Stock or CCFI Units, as applicable, for Katapult Common Stock, except with respect to cash, if any, received in lieu of fractional shares of Katapult Common Stock, if any. It is not a condition to the obligation of Katapult, Aaron’s or CCFI to complete the Mergers (as currently contemplated) that the Mergers qualify for the Intended Tax Treatment. Moreover, Katapult, Aaron’s and CCFI have not sought, and do not intend to seek, any ruling from the U.S. Internal Revenue Service (the “IRS”) regarding the qualification of the Mergers as a “reorganization” within the meaning of Section 368(a) of the Code or as part of an exchange described in Section 351 of

 

6

 

the Code. As a result, there can be no assurance that the IRS would not assert, or that a court would not sustain, a position contrary to the Intended Tax Treatment. If the Aaron’s Merger or the CCFI Merger were to fail to qualify either as a “reorganization” within the meaning of Section 368(a) of the Code or (as part of an integrated transaction with the Aaron’s MIP Exchange and the CCFI MIP Exchange) as an exchange described in Section 351 of the Code, such merger would generally be treated as a taxable transaction for U.S. holders of Aaron’s Common Stock or CCFI Units, as the case may be, in which they would generally be required to recognize taxable gain or loss.

For a more detailed discussion of the material U.S. federal income tax consequences of the Mergers to U.S. holders of Aaron’s Common Stock and U.S. holders of CCFI Units, see the section titled “The Mergers — Material U.S. Federal Income Tax Consequences of the Mergers and the Ownership and Disposition of Katapult Common Stock” in this proxy statement/prospectus. Each Aaron’s stockholder and CCFI unitholder is strongly encouraged to consult with a tax advisor to determine the particular U.S. federal, state or local or non-U.S. income tax consequences of the Mergers to it.

Q:

What is the anticipated accounting treatment for the Mergers?

​

A:

In accordance with U.S. generally accepted accounting principles, Katapult will account for the Mergers pursuant to the Merger Agreement under the acquisition method of accounting for business combinations, and CCFI will be treated as the accounting acquirer.

​

Q:

What happens if the Mergers are not consummated?

​

A:

If the Mergers are not completed for any reason, the CCFI unitholders, CCFI MIP Holders, holders of CCFI Warrants, holders of CCFI Phantom Units, Aaron’s stockholders and Aaron’s MIP Holders will not receive Merger Consideration. In such case, the Katapult Common Stock will remain outstanding and will continue to be listed and traded on the NASDAQ, and Katapult will remain a publicly traded corporation. If the Merger Agreement is terminated under specified circumstances, Katapult may be required to pay CCFI and Aaron’s a termination fee, as described in the section titled “The Merger Agreement — Termination Fee” in this proxy statement/prospectus.

​

Q:

When and where will the Special Meeting take place?

​

A:

The Special Meeting will take place at 10:00 a.m. (Eastern Time) on August 6, 2026 and will be conducted in a virtual-only format meeting. You are entitled to participate in the Special Meeting only if you were a stockholder of Katapult as of the close of business on July 6, 2026, the record date, or if you hold a valid proxy for the Special Meeting. No physical meeting will be held.

​

You will be able to attend the Special Meeting online and submit your questions during the Special Meeting by visiting www.virtualshareholdermeeting.com/KPLTSM2026. You also will be able to vote your shares online by attending the Special Meeting by webcast.

To participate in the Special Meeting, you will need to review the information included on your proxy card or on the instructions that accompanied your proxy materials.

Q:

How does the Katapult Board recommend that I vote at the Special Meeting?

​

A:

The Katapult Board unanimously recommends that you vote “FOR” the Stock Issuance Proposal, the 2026 Plan Proposal, the Compensation Proposal and the Adjournment Proposal.

​

In considering the recommendations of the Katapult Board, Katapult stockholders should be aware that Katapult’s directors and executive officers have interests in the Mergers that are different from, or in addition to, their interests as Katapult stockholders. These interests may include, among others, certain payments and benefits to which they may become entitled, whether in connection with certain terminations of employment or service or as an inducement to continue their employment through the Closing of the Mergers. The Katapult Board was aware of and considered these differing interests, to the extent such interests existed at the time, among other matters, in evaluating and negotiating the Merger Agreement and the Mergers and in unanimously recommending that the Stock Issuance

 

7

 

Proposal, the 2026 Plan Proposal, the Compensation Proposal and the Adjournment Proposal be approved by Katapult stockholders.

Q:

Are there any risks that I should consider in deciding whether to vote for the approval of the Stock Issuance Proposal, the 2026 Plan Proposal, the Compensation Proposal and the Adjournment Proposal?

​

A:

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 27. You should also read and carefully consider the risk factors of Katapult contained in the documents that are incorporated by reference into this proxy statement/prospectus.

​

Q:

Are Katapult stockholders entitled to dissenters’ or appraisal rights in connection with the Mergers?

​

A:

No. Katapult stockholders do not have dissenters’ or appraisal rights under applicable law or contractual appraisal rights under Katapult’s governing documents or the Merger Agreement.

​

Q:

Who is entitled to vote at the Special Meeting?

​

A:

The record date for the Special Meeting is July 6, 2026, which is referred to as the “record date.” All holders of shares of Katapult Common Stock who held shares at the close of business on the record date are entitled to receive notice of, and to vote at, the Special Meeting. Each such holder of Katapult Common Stock is entitled to cast one vote on each matter properly brought before the Special Meeting for each share of Katapult Common Stock that such holder owned of record as of the record date. Attendance at the Special Meeting is not required to vote, as you may vote by proxy.

​

Each holder of shares of Katapult Common Stock of record on July 6, 2026 will receive this proxy statement/prospectus and have the opportunity to vote on the matters described in this proxy statement/​prospectus. Other than the Katapult Common Stock and Katapult Convertible Preferred Stock, there are no other voting securities of Katapult outstanding.

If you are not a holder of record on the record date, any proxy you deliver will not be counted. If you deliver a proxy before the record date and remain a holder on the record date, you do not need to deliver another proxy after the record date. If you deliver a proxy before the record date and do not revoke that proxy, your proxy will be deemed to cover the number of shares of Katapult Common Stock you own on the record date even if that number is different from the number of shares of Katapult Common Stock you owned when you executed and delivered your proxy card.

Q:

What happens if I sell my shares of Katapult Common Stock after the record date but before the Special Meeting?

​

A:

The record date, July 6, 2026, is earlier than the date of the Special Meeting and earlier than the date that the Mergers are expected to be completed. If you transfer your shares of Katapult Common Stock after the record date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting.

​

Q:

Does my vote matter?

​

A:

Yes, your vote is very important, regardless of the number of shares that you own. The Mergers cannot be completed unless the Stock Issuance Proposal is approved by Katapult stockholders. Additionally, if you do not vote, it will be more difficult for Katapult to obtain the necessary quorum to hold its Special Meeting.

​

The Katapult Board unanimously recommends that you vote “FOR” the Stock Issuance Proposal, “FOR” the 2026 Plan Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

 

8

 

Q:

How many votes do I have for the Special Meeting?

​

A:

Each Katapult stockholder is entitled to one vote for each share of Katapult Common Stock held of record as of the close of business on the record date. As of the close of business on July 6, 2026, the record date, there were 5,074,343 outstanding shares of Katapult Common Stock (including 281,938 shares of Katapult Common Stock deemed to be held by Hawthorn by virtue of its ownership of Series A Convertible Preferred Stock). See “— What is the Katapult Preferred Stock and how is it addressed in this proxy statement/prospectus?” for additional information with respect to voting rights associated with Katapult Preferred Stock.

​

Q:

What constitutes a quorum for the Special Meeting?

​

A:

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the shares of Katapult Common Stock issued and outstanding and entitled to vote at the Special Meeting, are present, via live audio webcast, or represented by proxy at the Special Meeting, which will be held in a virtual-only format at www.virtualshareholdermeeting.com/KPLTSM2026. See “— What is the Katapult Preferred Stock and how is it addressed in this proxy statement/prospectus?” for additional information with relating to calculating a quorum with respect to Katapult Preferred Stock.

​

Abstentions and broker non-votes (as described below) will be counted towards the quorum requirement. If there is no quorum, the chairperson of the meeting or the holders of a majority of shares present, via live audio webcast, or represented by proxy at the Special Meeting and entitled to vote may adjourn the Special Meeting to another date. If the adjournment is for more than 30 days or if after the adjournment, a new record date is fixed for the adjourned meeting, Katapult will provide written notice of the adjourned meeting to each stockholder of record entitled to vote at the meeting.

Q:

What approval by Katapult stockholders is required to approve the Merger Agreement and the Contemplated Transactions?

​

A:

To consummate the Mergers, Katapult stockholders must approve the Stock Issuance Proposal.

​

Assuming a quorum is present, the approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the total votes cast by holders of shares of Katapult Common Stock, present, via live audio webcast, or represented by proxy at the Special Meeting and entitled to vote on the Stock Issuance Proposal. A Katapult stockholder’s abstention from voting, a broker non-vote or the failure of a Katapult stockholder to vote (including the failure of a Katapult stockholder who holds shares in “street name” through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have no effect on the Stock Issuance Proposal, assuming a quorum is present. Katapult does not intend to call a vote on the Adjournment Proposal if the Stock Issuance Proposal is approved at the Special Meeting. See “— What is the Katapult Preferred Stock and how is it addressed in this proxy statement/prospectus?” for additional information relating to the contribution of the Katapult Preferred Stock to the affirmative vote required. Additionally, in connection with the Mergers, certain stockholders of Katapult have entered into support agreements with Katapult, CCFI and Aaron’s, which provide that the stockholders who are parties to the Katapult Support Agreements will vote all of the shares of Katapult Common Stock held by them in favor of the adoption of the Merger Agreement and the Contemplated Transactions. For more information, see the section titled “Agreements Related to the Mergers — Support Agreements” in this proxy statement/prospectus.

Q:

What is the voting requirement to approve each of the proposals?

​

A:

Assuming a quorum is present, the approval of each of the Stock Issuance Proposal, the 2026 Plan Proposal and the Compensation Proposal require the affirmative vote of a majority of the total votes cast by holders of shares of Katapult Common Stock present, via live audio webcast, or represented by proxy and entitled to vote on such proposal.

​

The approval of the Adjournment Proposal requires the affirmative vote of a majority of the holders of shares of Katapult Common Stock present, via live audio webcast, or represented by proxy at the Special Meeting and entitled to vote on the proposal.

 

9

 

See “— What is the Katapult Preferred Stock and how is it addressed in this proxy statement/​prospectus?” for additional information relating to the contribution of the Katapult Preferred Stock to the affirmative vote required.

Abstentions and broker non-votes, if any, are considered “shares present” for the purpose of determining whether a quorum exists, but will not be considered votes properly cast at the Special Meeting and therefore have no effect on the outcome of the vote for each of the Stock Issuance Proposal, the 2026 Plan Proposal and the Compensation Proposal. Abstentions and broker non-votes, if any, will have the effect of votes “against” the Adjournment Proposal.

If you hold your shares beneficially in “street” and you do not instruct your bank, broker or other nominee how to vote your shares, your bank, broker or other nominee cannot exercise its discretionary authority to vote your shares regarding the Stock Issuance Proposal, the 2026 Plan Proposal, the Compensation Proposal and the Adjournment Proposal. Therefore, in order for your voice to be heard, it is important that you vote.

Q:

What happens if the Adjournment Proposal is not approved?

​

A:

This vote is being taken in order to allow Katapult stockholders to authorize the adjournment of the Special Meeting, if determined by the Katapult Board or any committee thereof to be necessary, to solicit additional proxies if there are not sufficient votes in favor of the Stock Issuance Proposal or if a quorum is not present at the Special Meeting. However, regardless of the results of voting for the Adjournment Proposal, under the Katapult Bylaws, the chair of the Special Meeting, or in the absence of such person, any officer entitled to preside at or to act as secretary of such meeting, may adjourn the Special Meeting at his or her discretion.

​

Q:

What is a “broker non-vote”?

​

A:

Under the NASDAQ Rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. All the proposals currently scheduled for consideration at the Special Meeting are “non-routine” matters.

​

A “broker non-vote” occurs on an item when (a) a bank, broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares and (b) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Because none of the proposals currently scheduled to be voted on at the Special Meeting are routine matters for which brokers may have discretionary authority to vote, Katapult does not expect there to be any broker non-votes at the Special Meeting.

Q:

How can I vote my shares?

​

A:

If you are a stockholder of record, you may vote:

​

•

Via the Internet.   You may vote by proxy via the internet by following the instructions found on the proxy card.

​

•

By Telephone.   You may vote by proxy by calling the toll-free number found on the proxy card.

​

•

By Mail.   You may vote by proxy by filling out the proxy card and returning it in the envelope provided.

​

•

During the Meeting.   You may vote online during the virtual Special Meeting by following the on-screen instructions.

​

Internet and telephone voting will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on the date before the Special Meeting. Mailed votes must be received prior to the Special Meeting.

 

10

 

If you are a beneficial owner of shares held in street name, you should have received from your bank, broker or other nominee instructions on how to vote or instruct the broker to vote your shares, which are generally contained in a “voting instruction form” sent by the broker, bank or other nominee. Please follow their instructions carefully. Beneficial owners generally may vote:

•

Via the Internet.   You may vote by proxy via the internet by following the instructions on the voting instruction form provided to you by your broker, bank or other nominee.

​

•

By Telephone.   You may vote by proxy by calling the toll-free number found on the voting instruction form provided to you by your broker, bank or other nominee.

​

•

By Mail.   You may vote by proxy by filling out the voting instruction form and returning it in the envelope provided to you by your broker, bank or other nominee.

​

•

During the Meeting.   If you wish to vote your shares directly during the meeting, you must obtain a legal proxy from the organization that holds your shares. Please contact that organization for instructions on how to obtain a legal proxy from your broker, bank or other nominee.

​

If you received more than one copy of the proxy statement/prospectus or proxy card, then you hold shares of Katapult Common Stock in more than one account. You should vote via the internet, by telephone, by mail or during the meeting for all shares held in each of your accounts.

Additional information on voting procedures can be found under the section entitled “Information About the Katapult Special Meeting” on page 136.

Q:

What if during the check-in time or during the Special Meeting I have technical difficulties or trouble accessing the virtual meeting website?

​

A:

If Katapult experiences technical difficulties during the Special Meeting (e.g., a temporary or prolonged power outage), it will determine whether the Special Meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the Special Meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any such situation, Katapult will promptly notify stockholders of the decision via the virtual meeting website.

​

Technical support will be ready to assist you with any individual technical difficulties you may have accessing the virtual meeting website. Contact information for technical support will appear on the virtual meeting login page prior to the start of the Special Meeting.

Q: What is the Katapult Preferred Stock and how is it addressed in this proxy statement/prospectus?

A:

On November 3, 2025, Katapult issued and sold to Hawthorn an aggregate of 35,000 shares of Series A Convertible Preferred Stock and an aggregate of 30,000 shares of Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock has no voting power with respect to the matters to be voted on at the Special Meeting. The Series A Convertible Preferred Stock entitles its holder to vote together as a single class with the holders of the Katapult Common Stock and, for this purpose, to be treated as if such holder were the holder of record, as of July 6, 2026, the record date, for the Special Meeting, of the number of shares of Katapult Common Stock that would be issuable pursuant to the conversion rights of the Series A Convertible Preferred Stock, with a cap on the conversion rate for this purpose of 87.79631 shares of Katapult Common Stock per share of Series A Convertible Preferred Stock. Based on this formula and conversion cap, Hawthorn, the sole holder of the Series A Convertible Preferred Stock, will be entitled to be treated as if it were the holder of 281,938 shares of Katapult Common Stock for purposes of the Special Meeting. For ease, unless expressly otherwise stated herein, references in this proxy statement/prospectus to shares outstanding, quorum requirements for the Special Meeting, and voting requirements for each of the Stock Issuance Proposal, the 2026 Plan Proposal, the Compensation Proposal and the Adjournment Proposal, will be written solely by reference to Katapult Common Stock, and will assume for this purpose that Hawthorn is, by virtue of its ownership of 35,000 shares of Series A Convertible Preferred Stock, the owner of 281,938 shares of Katapult Common Stock, which shares of Katapult Common Stock will be assumed to be outstanding and entitled to one vote per share on each of the Stock Issuance Proposal, the 2026 Plan Proposal, the Compensation Proposal and the Adjournment Proposal.

​

 

11

 

In connection with the Mergers, Katapult and Hawthorn have entered into a letter agreement pursuant to which Katapult has agreed, conditioned upon and effective immediately prior to the Aaron’s MIP Exchange, to repurchase all outstanding shares of Katapult Convertible Preferred Stock issued to Hawthorn.

For more information, see the sections titled “Description of Katapult’s Securities — Preferred Stock” and “The Merger Agreement — Pre-Closing Transactions — Hawthorn Preferred Stock Exchange” in this proxy statement/prospectus.

Q:

What is the Hawthorn Warrant Exercise and how is it addressed in this proxy statement/prospectus?

​

A:

Pursuant to the Hawthorn Side Letter, and conditioned upon and effective immediately prior to the Aaron’s MIP Exchange, Hawthorn has agreed to exercise the Katapult Private Warrants on a cashless basis in full, and Katapult will issue to Hawthorn the shares of Katapult Common Stock issuable upon such exercise. As a result, immediately prior to the Aaron’s MIP Exchange, no Katapult Private Warrants will remain outstanding. The Katapult Private Warrants do not carry voting rights unless and until exercised. The shares of Katapult Common Stock issued upon the Hawthorn Warrant Exercise will be outstanding and entitled to vote at the Special Meeting in the same manner as other shares of Katapult Common Stock.

​

For additional information, see the sections titled “Description of Katapult’s Securities — Katapult Private Warrants” and “The Merger Agreement — Pre-Closing Transactions — Hawthorn Preferred Stock Exchange and Hawthorn Warrant Exercise” in this proxy statement/prospectus.

Q:

What is a proxy?

​

A:

A stockholder’s legal designation of another person to vote shares of such stockholder’s stock at a special meeting is referred to as a proxy. The document used to designate a proxy to vote your shares of Katapult Common Stock is referred to as a proxy card.

​

Q:

If a stockholder submits a proxy, how are the shares of stock voted?

​

A:

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote all of your shares of stock represented by proxy in the way that you indicate. When completing the Internet or telephone voting processes or the proxy card, you may specify whether your shares should be voted for or against, or abstain from voting on, all, some or none of the specific items of business to come before the Special Meeting.

​

Q:

How will my shares of Katapult Common Stock be voted if I return a blank proxy?

​

A:

If you sign, date and return your proxy card and do not indicate how you want your shares of stock represented by proxy to be voted, then your shares of Katapult Common Stock will be voted in accordance with the recommendation of the Katapult Board and “FOR” the Stock Issuance Proposal, the 2026 Plan Proposal, the Compensation Proposal and the Adjournment Proposal.

​

Q:

Can I change my vote after I have submitted my proxy?

​

A:

Any stockholder submitting a proxy, other than those Katapult stockholders who have executed support agreements, has the right to revoke it before the proxy is voted at the Special Meeting by doing any of the following:

​

•

sending a signed written notice of revocation to Katapult’s corporate secretary;

​

•

voting again by the Internet or telephone at a later time before the closing of the voting facilities at 11:59 p.m. Eastern Time on the date before the Special Meeting;

​

•

submitting a properly signed proxy card with a later date; or

​

•

attending and voting at the Special Meeting.

​

 

12

 

Execution or revocation of a proxy will not in any way affect your right to attend the Special Meeting. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to Katapult by writing to: 5360 Legacy Drive, Building 2, Plano, Texas 75024, Attention: Corporate Secretary.

If you are a street name stockholder and you vote by proxy, you may later revoke your proxy by informing the holder of record in accordance with that entity’s procedures.

Q:

Who will solicit and pay the cost of soliciting proxies?

​

A:

Katapult has engaged Mackenzie Partners, Inc., to assist in the solicitation of proxies for the Special Meeting. Katapult estimates that it will pay a fee of approximately $9,000, plus reimbursement for certain fees and expenses in connection with such assistance. Katapult also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Katapult Common Stock. Katapult’s directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

​

Q:

What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares held in “street name?”

​

A:

If your shares of Katapult Common Stock are registered directly in your name with Continental Stock Transfer & Trust, Katapult’s transfer agent, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote, or to grant a proxy for your vote directly to Katapult or to a third party to vote, at the Special Meeting.

​

If your shares of Katapult Common Stock are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name,” and your bank, broker or other nominee is considered the stockholder of record with respect to those shares. Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedure for voting your shares. You should follow the instructions provided by them to vote your shares. You are invited to attend the Special Meeting virtually via the Special Meeting website; however, if you wish to vote your shares directly during the meeting, you must obtain a legal proxy from the organization that holds your shares. Please contact that organization for instructions on how to obtain a legal proxy from your broker, bank or other nominee.

Q:

If my shares of Katapult Common Stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote those shares for me?

​

A:

No. Your bank, broker or other nominee will only be permitted to vote your shares of Katapult Common Stock if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided. Under NASDAQ Rules, banks, brokers and other nominees who hold shares of Katapult Common Stock in “street name” for their customers have authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are prohibited from exercising their voting discretion with respect to non-routine matters, which include all the proposals currently scheduled to be considered and voted on at the Special Meeting. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokers and other nominees are not empowered to vote such shares on the Stock Issuance Proposal, the 2026 Plan Proposal, the Compensation Proposal or the Adjournment Proposal.

​

Q:

If I hold my shares of Katapult Common Stock in “street name,” can I change my voting instructions after I have submitted voting instructions to my bank, broker or other nominee?

​

A:

If your shares are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.

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Q:

What is “householding”?

​

A:

To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding Katapult Common Stock but who share the same address, Katapult has adopted a procedure approved by the SEC called “householding.” Under this procedure, certain stockholders of record who have the same address and last name will receive only one copy of this proxy statement/​prospectus until such time as one or more of these stockholders notifies Katapult that they want to receive separate copies. In addition, the broker, bank or other nominee for any stockholder who is a beneficial owner of Katapult Common Stock may deliver only one copy of this proxy statement/​prospectus to multiple stockholders who share the same address, unless that broker, bank or other nominee has received contrary instructions from one or more of the Katapult stockholders. This procedure reduces duplicate mailings and saves printing costs and postage fees, as well as natural resources. Katapult stockholders affected by householding will continue to have access to and utilize separate proxy voting instructions. In addition to the SEC rules governing householding, under Section 233 of the DGCL, householding may be used for stockholders sharing an address if consented to by such stockholders. A stockholder is deemed to have consented to householding under Section 233 of the DGCL if they fail to object in writing to the corporation within 60 days of being given written notice by the corporation of its intention to send a single notice to all stockholders sharing an address. To opt out of householding for future proxy materials, please write to 5360 Legacy Drive, Building 2, Plano, Texas 75024, Attn: Corporate Secretary.

​

Q:

What should I do if I receive more than one set of voting materials for the same special meeting?

​

A:

If you hold shares of Katapult Common Stock in “street name” and also directly in your name as a stockholder of record or otherwise, or if you hold shares of Katapult Common Stock in more than one brokerage account, you may receive more than one set of voting materials relating to the same special meeting.

​

Record Holders. For shares held directly, please complete, sign, date and return each proxy card (or cast your vote by telephone or the Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus to ensure that all of your shares of Katapult Common Stock are voted.

Shares in “street name.” For shares held in “street name” through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee to vote your shares.

Q:

Who will tabulate and certify the vote?

​

A:

Representatives of Broadridge Financial Services, Inc. will tabulate the votes cast at the Special Meeting and will act as the independent inspector of election.

​

Q:

Where can I find the voting results of the Special Meeting?

​

A:

The preliminary voting results for the Special Meeting will be announced at the Special Meeting. In addition, within four business days following certification of the final voting results, Katapult will file the final voting results of its Special Meeting with the SEC on a Current Report on Form 8-K.

​

Q:

How do I submit a stockholder proposal for consideration at a meeting of stockholders of Katapult?

​

A:

Katapult will transact no other business at the Special Meeting, except for business properly brought before the Special Meeting by or at the direction of the Katapult Board. For a proposal to be included in our proxy statement for the 2027 Annual Meeting of Stockholders of Katapult (the “2027 Annual Meeting of Stockholders”), you must have submitted it on or before November 20, 2026. Any proposal sent after November 20, 2026 (assuming that the 2027 Annual Meeting of Stockholders is held not more than 30 days before or after April 30, 2027 shall be considered untimely for the 2027 Annual Meeting of Stockholders. Your proposal must be in writing and comply with the proxy rules of the SEC. You should send your proposal to: Katapult Holdings, Inc., 5360 Legacy Drive, Building 2, Plano, Texas 75024-3105. Attention: Corporate Secretary.

​

 

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You also may submit a proposal that you do not want included in the proxy statement but that you want to raise at the 2027 Annual Meeting of Stockholders. We must receive this type of proposal in writing on or after December 31, 2026, but no later than January 30, 2027 (assuming that the 2027 Annual Meeting of Stockholders is held not more than 30 days before or after April 30, 2027).

Q:

How do I nominate a director nominee?

​

A:

If you wish to nominate an individual for election as director at the 2027 Annual Meeting of Stockholders, we must receive your written nomination on or after December 31, 2026, but no later than January 30, 2027. You should send your proposal to: Katapult Holdings, Inc., 5360 Legacy Drive, Building 2, Plano, Texas 75024-3105, Attention: Corporate Secretary. The notice must contain certain information relating to you, any other beneficial owner and any of your or their affiliates and associates as well as certain information relating to your proposed nominee, each as set forth in more detail in the Katapult Bylaws.

​

Q:

What should I do now?

​

A:

You should read this proxy statement/prospectus carefully and in its entirety, including the annexes, and return your completed, signed and dated proxy card by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or over the Internet as soon as possible so that your shares will be voted in accordance with your instructions.

​

Q:

Who do I call if I have further questions about the Mergers or the Merger Agreement?

​

A:

Katapult stockholders who have questions about the Mergers or who desire additional copies of this proxy statement/prospectus or other additional materials should contact Katapult or Katapult’s proxy solicitor:

​

Katapult Holdings, Inc.
5360 Legacy Drive, Building 2
Plano, Texas 75024
(833) 528-2785
ir@katapultholdings.com
Attention: Corporate Secretary

or

Mackenzie Partners, Inc.
7 Penn Plaza
New York, New York 10001
Toll-Free: 800-322-2885
Email: proxy@mackenziepartners.com

If your shares are held for you by a bank, broker, trust or other nominee, you should also call your bank, broker, trust or other nominee for additional information.

 

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16

 

17

 

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19

 

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Name	​	​	Position(s)	​
Kyle Hanson	​	​	Executive Chairman	​
Cory Miller	​	​	Chief Executive Officer	​
Russell Falkenstein	​	​	Chief Financial Officer	​

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22

 

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23

 

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25

 

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RISK FACTORS

The combined organization (for the purpose of this “Risk Factors” section, “we,” “us” and “our”) will be faced with significant risks and uncertainties, many of which will be beyond Katapult, CCFI, Aaron’s and the combined organization’s control. Investing in Katapult Common Stock involves a high degree of risk. The combined organization’s business, prospects, financial condition and results of operations could be materially and adversely affected by a manifestation of any of these risks and uncertainties. In that event, the trading price of the Katapult Common Stock would likely decline and you might lose all or part of your investment. The risks described below are certain material risks, although not the only risks, relating to the Mergers and each of Katapult, CCFI, Aaron’s and the combined organization following the Mergers. In addition to the other information contained in this proxy statement/prospectus, you should carefully consider the material risks, events and uncertainties that make an investment in Katapult and the combined organization speculative or risky described below before deciding how to vote your shares of Katapult Common Stock. This proxy statement/prospectus contains forward-looking statements that involve risks and uncertainties. Katapult, CCFI, Aaron’s and the combined organization’s results could materially differ from those anticipated in these forward-looking statements, as a result of certain factors including the risks described below and elsewhere in this proxy statement/prospectus. See also “Cautionary Statement Concerning Forward-Looking Statements.” The risks and uncertainties described below are not the only ones Katapult, CCFI, Aaron’s or the combined organization may face. The operations of Katapult, CCFI, Aaron’s and the combined organization could also be affected by factors, events or uncertainties that are not presently known to Katapult, CCFI and Aaron’s or that Katapult, CCFI or Aaron’s currently do not consider to present significant risks to the business Katapult, CCFI, Aaron’s or the combined organization. Therefore, you should not consider the following risks to be a complete statement of all the potential risks or uncertainties that Katapult, CCFI, Aaron’s or the combined organization may face.

Risks Relating to the Mergers

None of Katapult, CCFI or Aaron’s can be sure if or when the Mergers will be completed.

The consummation of the Mergers is subject to certain closing conditions, some of which are beyond Katapult’s, CCFI’s or Aaron’s control including, among others, (a) the expiration or termination of any waiting period applicable under the HSR Act (b) the absence of any law or governmental order preventing the consummation of the Mergers, Reorganizations or the Katapult Stock Issuance, (c) the effectiveness of this Registration Statement, (d) the shares of Katapult Common Stock to be issued in the Katapult Stock Issuance having been approved for listing on NASDAQ, subject only to official notice of issuance, (e) receipt of required approvals from the equityholders of each of Aaron’s, CCFI and Katapult, (f) the parties’ representations and warranties being true and correct (subject to certain customary materiality exceptions), (g) compliance by the parties with their respective covenants, (h) the absence of a material adverse effect on any of the parties’ businesses that is continuing and (i) delivery and execution of certain documents by the parties. See the section titled “The Merger Agreement — Conditions to the Mergers” for a more detailed description. Under certain circumstances, Katapult would be required to pay CCFI and Aaron’s a termination fee of $1,514,174, of which 85% shall be paid to CCFI and 15% shall be paid to Aaron’s.

Each of Katapult, CCFI and Aaron’s may not be successful in their respective efforts to satisfy the closing conditions. The failure to satisfy all of the required conditions could delay the consummation of the Mergers for a significant period of time or prevent consummation from occurring at all. Any delay in consummating the Mergers could cause Katapult, CCFI and Aaron’s not to realize some or all of the benefits, or realize them on a different timeline than expected, that Katapult, CCFI and Aaron’s, as applicable, expects to achieve if the Mergers are successfully consummated within the expected timeframe. There can be no assurance that the conditions in the Merger Agreement will be satisfied or (to the extent permitted) waived or that the Mergers will be consummated. If the Mergers are not completed, Katapult’s Board, in discharging its fiduciary obligations to its stockholders, will evaluate other strategic alternatives or financing options that may be available, which alternatives may not be as favorable to Katapult’s stockholders as the Mergers. Any future sale or merger, financing or other transaction may be subject to further stockholder approval. Katapult may also be unable to find, evaluate or complete other strategic alternatives, which may have a materially adverse effect on Katapult’s business.

 

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Katapult’s, CCFI’s and Aaron’s efforts to complete the Mergers could cause substantial disruptions in, and create uncertainty surrounding, their respective businesses, which may materially adversely affect their respective results of operation and business. Uncertainty as to whether the Mergers will be completed may affect each of Katapult’s, CCFI’s and Aaron’s ability to retain and motivate existing employees. A substantial amount of Katapult’s, CCFI’s and Aaron’s respective management’s and employees’ attention is being directed toward the completion of the Mergers and thus is being diverted from their respective day-to-day operations. Uncertainty as to Katapult’s, CCFI’s and Aaron’s respective futures could adversely affect their business and their relationships with suppliers, vendors, regulators and other business partners. For example, vendors and other counterparties may defer decisions concerning working with Katapult, CCFI or Aaron’s, or seek to change existing business relationships. Changes to, or termination of, existing business relationships could adversely affect Katapult’s, CCFI’s or Aaron’s respective results of operations and financial condition, as well as the market price of Katapult’s Common Stock. The adverse effects of the pendency of the Mergers could be exacerbated by any delays in completion of the Mergers or termination of the Merger Agreement.

In addition, each of Katapult, CCFI and Aaron’s may terminate the Merger Agreement under certain specified circumstances, including, but not limited to: (a) if the Aaron’s MIP Exchange, the CCFI MIP Exchange, the Hawthorn Preferred Stock Exchange, the Hawthorn Warrant Exercise, the Mergers and the Katapult Stock Issuance are not consummated by September 30, 2026, subject to a 90-day extension if certain closing conditions have not yet been satisfied, (b) if a court of competent jurisdiction or other governmental body has issued a final non-appealable order or other action prohibiting the Aaron’s MIP Exchange, the CCFI MIP Exchange, the Hawthorn Preferred Stock Exchange, the Hawthorn Warrant Exercise, the Mergers and the Katapult Stock Issuance, (c) if a vote on the Katapult Stock Issuance has been held at the Special Meeting and Katapult stockholders have not approved the Katapult Stock Issuance, or (d) if Katapult, CCFI and Aaron’s, as applicable, materially breaches any of its representations, warranties, covenants or agreements, subject in certain cases to the right of the breaching party to cure the breach. Katapult, CCFI and Aaron’s may also terminate the Merger Agreement by mutual written consent.

Until the Mergers are completed, the Merger Agreement restricts Katapult, CCFI or Aaron’s from taking specified actions without the consent of the other parties and requires Katapult to operate in the ordinary course of business consistent with past practice. These restrictions may prevent Katapult, CCFI or Aaron’s from making appropriate changes to their respective businesses or pursuing attractive business opportunities that may arise prior to the completion of the Mergers.

If the Stock Issuance Proposal is not approved by Katapult stockholders, the failure to obtain the approval would prevent the Closing from occurring and CCFI unitholders and Aaron’s stockholders from receiving the Merger Consideration.

Before the Mergers can be completed, the stockholders of Katapult must approve the Stock Issuance Proposal. Failure to obtain the required stockholder approval may result in a material delay in, or the abandonment of, the Mergers, as well as materially adversely affect the timing and benefits that are expected to be achieved from the Mergers, including CCFI unitholders and Aaron’s stockholders being entitled to receive the Merger Consideration.

Katapult, CCFI or Aaron’s may waive one or more of the closing conditions without re-soliciting stockholder approval.

Katapult, CCFI or Aaron’s may determine to waive, in whole or part, one or more of the conditions to its obligations to consummate the Mergers. Katapult, CCFI or Aaron’s currently expect to evaluate the materiality of any waiver and its effect on Katapult, CCFI and Aaron’s stockholders or unitholders, as applicable, in light of the facts and circumstances at the time to determine whether any amendment of this proxy statement/prospectus or any re-solicitation of proxies or voting cards is required in light of such waiver. Any determination whether to waive any condition to the Mergers or as to re-soliciting stockholder approval or amending this proxy statement/prospectus as a result of a waiver will be made by Katapult, CCFI or Aaron’s, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.

 

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Failure to complete the Mergers may result in Katapult paying a termination fee to CCFI and Aaron’s and could negatively affect the future business and operations of each of the companies and significantly harm the market price of Katapult Common Stock.

If the Mergers are not completed and the Merger Agreement is terminated under certain circumstances, Katapult may be required to pay CCFI and Aaron’s a termination fee of $1,514,174, of which 15% will be paid to Aaron’s and 85% will be paid to CCFI, as described in the section of this proxy statement/prospectus entitled “The Merger Agreement — Termination Fee”. Even if a termination fee is not payable in connection with a termination of the Merger Agreement, Katapult, CCFI and Aaron’s will have incurred significant fees and expenses that must be paid regardless of whether the Mergers are completed. Further, if the Mergers are not completed, it could significantly harm the market price of Katapult Common Stock.

If the Merger Agreement is terminated and any of the parties determines to seek another business combination, there can be no assurance that Katapult, CCFI or Aaron’s will be able to find a partner and close an alternative transaction on terms that are as favorable or more favorable to them than the terms set forth in the Merger Agreement.

Katapult, CCFI and Aaron’s will incur direct and indirect costs as a result of the Mergers.

Katapult, CCFI and Aaron’s will incur substantial expenses in connection with and as a result of consummating the Mergers, including advisory, legal and other transaction costs, and, following the consummation of the Mergers, Katapult expects to incur additional expenses in connection with combining the companies. Significant costs have already been incurred or will be incurred regardless of whether the Mergers are ultimately consummated. Factors beyond Katapult’s, CCFI’s and Aaron’s control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately. Management of Katapult, CCFI and Aaron’s continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in connection with the Mergers. Although Katapult, CCFI and Aaron’s expect that the realization of benefits related to the Mergers will offset such costs and expenses over time, no assurances can be made that this net benefit will be achieved in the near term, or at all.

The Mergers may be completed even if certain events occur prior to the Closing that materially and adversely affect the parties.

The Merger Agreement provides that Katapult, CCFI or Aaron’s can refuse to complete the Mergers if there is a material adverse change affecting the other parties between December 11, 2025, the date of the Merger Agreement, and the Closing. However, certain types of changes do not permit either party to refuse to complete the Mergers, even if such change could be said to have a material adverse effect on Katapult, CCFI or Aaron’s, including, but not limited to:

•

conditions generally affecting the industries or geographic markets in which Katapult, CCFI and Aaron’s operate to the extent that such conditions do not have a materially disproportionate impact on Katapult, CCFI or Aaron’s, respectively;

​

•

any natural disaster, public health event or any acts of terrorism, sabotage, military action or war (whether or not declared) or any escalation or worsening thereof, to the extent they do not disproportionately affect Katapult, CCFI or Aaron’s, respectively;

​

•

any failure to meet internal or published projections, forecasts or estimates;

​

•

any change in GAAP or any change in applicable laws, rules, or regulations or interpretations thereof after the date of the Merger Agreement;

​

•

any effect resulting from the execution, delivery, announcement or performance of the obligations under the Merger Agreement or the announcement, pendency or anticipated consummation of the Merger or any related transactions; and

​

•

the taking of any action by Katapult, CCFI or Aaron’s required to comply with the terms of the Merger Agreement or at the written request of the other parties.

​

 

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If adverse changes occur and Katapult, CCFI and Aaron’s still complete the Mergers, the market price of the combined organization’s common stock may suffer. This in turn may reduce the value of the Mergers to the equityholders of Katapult, CCFI or Aaron’s individually, or on a combined basis.

Some Katapult, CCFI and Aaron’s officers and directors have interests in the Mergers that are different from the respective equityholders of Katapult, CCFI and Aaron’s and that may influence them to support or approve the Mergers without regard to the interests of the respective equityholders of Katapult, CCFI and Aaron’s.

In considering the recommendations of the Katapult Board, Katapult stockholders should be aware that Katapult’s directors and executive officers have interests in the Mergers that are different from, or in addition to, their interests as Katapult stockholders. These interests may include, among others, certain payments and benefits to which they may become entitled, whether in connection with certain terminations of employment or service or as an inducement to continue their employment through the Closing of the Mergers. Similarly, CCFI and Aaron’s directors and executive officers have interests in the Mergers that are different from, or in addition to, their interests as CCFI or Aaron’s equityholders, as applicable, which may include, among others, certain payments and benefits to which they may become entitled, whether in connection with certain terminations of employment or service or as an inducement to continue their employment through the Closing of the Mergers.

The Katapult Board was aware of and considered these differing interests, to the extent such interests existed at the time, among other matters, in evaluating and negotiating the Merger Agreement and the Mergers and in unanimously recommending that the Stock Issuance Proposal, the 2026 Plan Proposal, the Compensation Proposal and the Adjournment Proposal be approved by Katapult stockholders. The CCFI and Aaron’s boards of managers or directors, as applicable were also aware of and considered these differing interests, to the extent such interests existed at the time, among other matters, in evaluating and negotiating the Merger Agreement and the Mergers and in recommending that the CCFI and Aaron’s equityholders, respectively, approve the Mergers by written consent. For more information, please see the section titled “The Mergers — Interests of Directors and Executive Officers in the Mergers — Interests of Katapult Directors and Executive Officers in the Mergers”, “The Mergers — Interests of Directors and Executive Officers in the Mergers — Interests of the CCFI Members of the Board of Managers and Executive Officers in the Mergers”, and “The Mergers — Interests of Directors and Executive Officers in the Mergers — Interests of Aaron’s Directors and Executive Officers in the Mergers” in this proxy statement/​prospectus.

The market price of Katapult Common Stock following the Mergers may decline as a result of the Mergers.

The market price of Katapult Common Stock may decline as a result of the Mergers for a number of reasons, including if:

•

investors react negatively to the prospects of the combined organization’s products, business and financial condition following the Mergers;

​

•

the attention of Katapult, CCFI or Aaron’s management is directed towards the Closing and other transaction-related considerations and is diverted from the day-to-day business operations of their respective businesses, as applicable, and matters related to the Mergers require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to Katapult, CCFI or Aaron’s, as applicable;

​

•

the effect of the Mergers on the combined organization’s business and prospects is not consistent with the expectations of financial or industry analysts; or

​

•

the combined organization does not achieve the perceived benefits of the Mergers as rapidly or to the extent anticipated by financial or industry analysts.

​

The parties’ equityholders may not realize a benefit from the Mergers commensurate with the ownership dilution they will experience in connection with or following the Mergers.

After the completion of the Mergers, the current equityholders of Katapult, CCFI and Aaron’s will own a smaller percentage of the combined organization than their ownership in their respective companies

 

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prior to the Mergers. Immediately after the transactions contemplated by the Hawthorn Side Letter and the Mergers, it is currently estimated that CCFI equityholders will own, or hold rights to acquire, approximately 79.7% of the combined organization as described in the Merger Agreement based on 5,411,322 outstanding shares of Katapult Common Stock as of March 31, 2026 and inclusive of the exercise of the Katapult Private Warrants, Aaron’s equityholders will own, or hold rights to acquire, approximately 14.1% of the combined organization as described in the Merger Agreement and Katapult equityholders, whose shares of Katapult Common Stock will remain outstanding after the Merger, will own, or hold rights to acquire, approximately 6.2% of the combined organization as described in the Merger Agreement based on 5,411,322 outstanding shares of Katapult Common Stock as of March 31, 2026 and inclusive of the exercise of the Katapult Private Warrants.

The combined organization may need to raise additional capital by issuing securities or debt, which may cause dilution to the combined organization’s stockholders or restrict the combined organization’s operations.

Additional financing may not be available to the combined organization when it needs it or may not be available on favorable terms. To the extent that the combined organization raises additional capital by issuing equity securities, such an issuance may cause significant dilution to the combined organization’s stockholders’ ownership and the terms of any new equity securities may have preferences over the combined organization’s common stock. Any debt financing the combined organization enters into may involve covenants that restrict its operations. These restrictive covenants may include limitations on additional borrowing and specific restrictions on the use of the combined organization’s assets, as well as prohibitions on its ability to create liens, pay dividends, redeem its stock or make investments.

During the pendency of the Mergers, Katapult, CCFI and Aaron’s may not be able to enter into a business combination with another party at a favorable price because of restrictions in the Merger Agreement, which could adversely affect their respective businesses.

Covenants in the Merger Agreement impede the ability of Katapult, CCFI and Aaron’s to enter into material transactions that are not in the ordinary course of business pending completion of the Mergers. As a result, if the Mergers are not completed, the parties may be at a disadvantage to their competitors during such period. In addition, while the Merger Agreement is in effect, each party is generally prohibited from soliciting, initiating, encouraging or entering into certain extraordinary transactions, such as a merger, sale of assets, or other business combination outside the ordinary course of business with any third party, subject to certain exceptions relating to fiduciary duties, as set forth below. Any such transactions that are impeded or prohibited pursuant to these covenants could be favorable to such party’s stockholders if consummated.

Certain provisions of the Merger Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement.

The terms of the Merger Agreement prohibit each of Katapult, CCFI and Aaron’s from: (a) soliciting, initiating, knowingly encouraging or knowingly facilitating the making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or take any action that would reasonably be expected to result in an Acquisition Proposal or Acquisition Inquiry, (b) knowingly furnishing any nonpublic information in connection with or in response to an Acquisition Proposal or Acquisition Inquiry, (c) engaging in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry, (d) approving, endorsing or recommending any Acquisition proposal and (e) executing or entering into any letter of intent or similar document or any contract contemplating or otherwise relating to any Acquisition Transaction, except in limited circumstances when such party’s board of directors determines in good faith that an unsolicited alternative takeover proposal constitutes or would reasonably be expected to result in a superior takeover proposal and that failure to cooperate with the proponent of the proposal would reasonably be expected to be inconsistent with the applicable board’s fiduciary duties.

These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Katapult, CCFI or Aaron’s or pursuing an alternative Acquisition Transaction from considering or proposing such a transaction, even if it were prepared to pay

 

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consideration that is more favorable to be received or realized in the Mergers. In particular, a termination fee, if applicable, could result in a potential third-party acquiror or merger partner proposing to pay a lower price to Katapult’s stockholders than it might otherwise have proposed to pay absent such a fee. If the Merger Agreement is terminated in accordance with its terms, and either Katapult, CCFI or Aaron’s determines to seek another business combination, Katapult, CCFI or Aaron’s, as applicable, may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger Agreement.

Because the lack of a public market for CCFI’s and Aaron’s equity makes it difficult to evaluate the value of their respective equity, the equityholders of CCFI and Aaron’s may receive shares of Katapult Common Stock in the Mergers that have a value that is less than, or greater than, the fair market value of their equity.

The outstanding equity of CCFI and Aaron’s is privately held and is not traded in any public market. The lack of a public market makes it extremely difficult to determine the fair market value of CCFI and Aaron’s, respectively. Because the percentage of Katapult Common Stock to be issued to equityholders of CCFI and Aaron’s was determined based on negotiations between the parties, it is possible that the value of Katapult Common Stock to be received by equityholders of CCFI and Aaron’s will be less than the fair market value of CCFI and Aaron’s, or Katapult may pay more than the aggregate fair market value for CCFI or Aaron’s.

If the Intended Tax Treatment is not achieved, the U.S. Holders of CCFI Units and Aaron’s Common Stock may be taxed on the full amount of the consideration received in the Mergers.

Katapult, CCFI and Aaron’s intend that (i) each of the Aaron’s Merger and the CCFI Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder and (ii) the Mergers, together (as part of an integrated transaction) with the Aaron’s MIP Exchange and the CCFI MIP Exchange will qualify as an exchange described in Section 351 of the Code (collectively, the “Intended Tax Treatment”). Provided that the Mergers qualify for the Intended Tax Treatment, a U.S. holder (as defined in “The Mergers — Material U.S. Federal Income Tax Consequences of the Mergers and the Ownership and Disposition of Katapult Common Stock” in this proxy statement/prospectus) of Aaron’s Common Stock or CCFI Units generally should not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of its Aaron’s Common Stock or CCFI Units, as applicable, for Katapult Common Stock, except with respect to cash, if any, received in lieu of fractional shares of Katapult Common Stock, if any. It is not a condition to the obligation of Katapult, Aaron’s or CCFI to complete the Mergers (as currently contemplated) such that the Mergers qualify for the Intended Tax Treatment. Moreover, Katapult, Aaron’s and CCFI have not sought, and do not intend to seek, any ruling from the IRS regarding the qualification of the Mergers as a “reorganization” within the meaning of Section 368(a) of the Code or as part of an exchange described in Section 351 of the Code. As a result, there can be no assurance that the IRS would not assert, or that a court would not sustain, a position contrary to the Intended Tax Treatment. If the Aaron’s Merger or CCFI Merger were to fail to qualify either as a “reorganization” within the meaning of Section 368(a) of the Code or as part of an exchange described in Section 351 of the Code, such merger would generally be treated as a taxable transaction for U.S. holders of Aaron’s Common Stock or CCFI Units, as the case may be, in which such holders would generally be required to recognize taxable gain or loss.

Each Aaron’s stockholder and CCFI unitholder is strongly encouraged to consult with a tax advisor to determine the particular U.S. federal, state or local or non-U.S. tax consequences of the Mergers to it. For a more detailed discussion of the material U.S. federal income tax consequences of the Mergers to U.S. holders of Aaron’s Common Stock and U.S. holders of CCFI Units, see the section titled “The Mergers — Material U.S. Federal Income Tax Consequences of the Mergers and the Ownership and Disposition of Katapult Common Stock” in this proxy statement/prospectus.

Litigation relating to the Mergers could require Katapult, CCFI and Aaron’s to incur significant costs and suffer management distraction, and could delay or enjoin the Mergers.

Securities class action lawsuits, derivative lawsuits and other demands are often brought against public companies that have entered into a Merger Agreement. Katapult, CCFI and Aaron’s could be subject to

 

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such demands or lawsuits related to the Mergers, whether or not the Mergers are consummated. Such demands or lawsuits may create uncertainty relating to the Mergers, or delay or enjoin the Mergers, and responding to such demands or lawsuits could divert management time and resources, even such demands or lawsuits are without merit. In addition, such demands or lawsuits could result in monetary damages or lead to a dissolution or bankruptcy of Katapult, CCFI or Aaron’s or all of the parties if the costs associated with such demands or litigation are significant enough.

The shares of Katapult Common Stock to be received by CCFI unitholders and Aaron’s stockholders upon consummation of the Mergers will entitle the holders thereof to different rights.

Upon consummation of the Mergers, CCFI unitholders will no longer be unitholders of CCFI and Aaron’s stockholders will no longer be stockholders of Aaron’s but will instead become stockholders of Katapult, and their rights as Katapult stockholders will be governed by the terms of the Katapult Charter and the Katapult Bylaws. The terms of the Katapult Charter and the Katapult Bylaws are in some respects materially different from the terms of the CCFI certificate of formation (“CCFI Certificate of Formation”) and the CCFI limited liability company agreement (“CCFI LLCA”), which currently govern the rights of CCFI unitholders, and the Aaron’s certificate of incorporation (“Aaron’s Certificate of Incorporation”) and the Aaron’s bylaws (“Aaron’s Bylaws”), respectively, which currently govern the rights of Aaron’s stockholders. For a discussion of the different rights associated with shares of Katapult Common Stock, CCFI Units and shares of Aaron’s Common Stock, see “Comparison of Equityholder Rights.”

Each party is subject to business uncertainties and contractual restrictions while the Mergers are pending, which could adversely affect each party’s business and operations.

In connection with the pendency of the Mergers, some customers, suppliers and other persons with whom Katapult, CCFI or Aaron’s do business may delay or defer certain business decisions or terminate, change or renegotiate their relationships with Katapult, CCFI or Aaron’s, as the case may be, as a result of the Mergers, which could negatively affect Katapult’s, CCFI’s or Aaron’s respective revenues, earnings and cash flows, as well as the market price of Katapult Common Stock, regardless of whether the Mergers are consummated.

Under the terms of the Merger Agreement, each of Katapult, CCFI and Aaron’s is subject to certain restrictions on the conduct of its business prior to consummating the Mergers that may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness, incur capital expenditures, settle litigation, amend organizational documents, declare dividends, enter new business lines and invest in third parties. Such limitations could adversely affect each of Katapult’s, CCFI’s and Aaron’s businesses and operations prior to the consummation of the Mergers.

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the consummation of the Mergers.

Katapult’s ability to use net operating loss (“NOL”) carryforwards and certain tax credit carryforwards may be subject to limitation in connection with the Mergers and other ownership changes.

As of December 31, 2025, Katapult had federal and state NOL carryforwards of $234.2 million and $69.1 million, respectively. Of the federal NOL carryforwards, $211.7 million can be carried forward indefinitely. Under Section 382 of the Code, changes in Katapult ownership may limit the amount of NOL carryforwards and tax credit carryforwards that could be utilized annually to offset Katapult’s future taxable income, if any. This limitation would generally apply in the event of a cumulative change in ownership of Katapult of more than 50% (by value) within a three-year period. Any such limitation may significantly reduce Katapult’s ability to utilize its NOL carryforwards and tax credit carryforwards before they expire. Katapult believes that the completion of the de-SPAC transaction in June 2021 triggered such an “ownership change” resulting in limitations on its use of tax attributes from prior to the de-SPAC transaction. In addition, the Mergers, together with the CCFI MIP Exchange and the Aaron’s MIP Exchange, may trigger another “ownership change” limitation. As a result of such an “ownership change,” Katapult’s ability to use its NOL carryforwards and other tax credits generated since inception to offset U.S. federal taxable

 

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income may be subject to limitations, which could potentially result in increased future tax liability to Katapult and could require it to pay U.S. federal income taxes earlier than would be required if such limitations were not in effect.

CCFI unitholders will not have appraisal rights or dissenters’ rights in the Mergers.

Appraisal rights (also known as dissenters’ rights) are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction.

Under Delaware law, CCFI unitholders will not be entitled to any appraisal rights in connection with the Mergers and the Katapult Stock Issuance.

For additional information on the appraisal rights Aaron’s stockholders are entitled to in connection with the Aaron’s Merger, see “The Mergers — Appraisal or Dissenters’ Rights.”

Katapult stockholders will not have appraisal rights or dissenters’ rights in the Mergers.

Appraisal rights (also known as dissenters’ rights) are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction.

Under the DGCL, Katapult stockholders will not be entitled to any appraisal rights in connection with the Mergers and the Katapult Stock Issuance.

For additional information on the appraisal rights Aaron’s stockholders are entitled to in connection with the Aaron’s Merger, see “The Mergers — Appraisal or Dissenters’ Rights.”

As private companies, CCFI and Aaron’s have not been required to document and test their internal controls over financial reporting, their respective management teams have not been required to certify the effectiveness of their internal controls in the last two years, and their respective auditors have not been required to opine on the effectiveness of Katapult’s internal controls over financial reporting. Failure to maintain adequate financial, IT and management processes and controls could result in material weaknesses and errors in the combined organization’s financial reporting, which could adversely affect Katapult’s business, financial condition and results of operations. Moreover, there are inherent limitations in all control systems, and misstatements due to error or fraud that could seriously harm Katapult’s business may occur and not be detected.

As private companies, CCFI and Aaron’s have not been subject to the SEC’s internal control reporting requirements. Following the Mergers, CCFI’s and Aaron’s controls will become subject to the SEC’s internal control over financial reporting requirements to which Katapult is currently subject. Katapult may not be able to complete its integration of CCFI’s and Aaron’s controls on a timely basis and therefore may not be able to complete its evaluation, testing and any required remediation in a timely fashion. Any failure to implement and maintain effective internal controls over financial reporting could adversely affect the results of assessments by the combined organization’s independent registered public accounting firm. As of December 31, 2023, a predecessor to Aaron’s reported a material weakness in internal control over financial reporting. As a result, the combined organization may incur significant legal, accounting and other expenses that it did not previously incur. The combined organization’s management team and many of Katapult’s other employees will need to devote substantial time to compliance and may not effectively or efficiently manage transitioning CCFI’s and Aaron’s controls to the standards required for a public company. In addition, the need to integrate CCFI’s and Aaron’s corporate infrastructure may also divert management’s attention from implementing the combined organization’s business strategy, which could prevent the combined organization from improving its business, results of operations and financial condition. For more information regarding risks associated with internal controls, see “— If Katapult fails to establish and maintain effective internal control over financial reporting, Katapult’s ability to accurately and timely report Katapult’s financial results could be adversely affected.”

 

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Risks Relating to Katapult

Katapult’s Series A Convertible Preferred Stock and Series B Convertible Preferred Stock could further reduce the voting power and dilute the ownership of holders of Katapult Common Stock, and may adversely affect the market price of Katapult Common Stock.

On November 3, 2025, Katapult issued and sold to Hawthorn an aggregate of 35,000 shares of Katapult’s Series A Convertible Preferred Stock and an aggregate of 30,000 shares of Katapult’s Series B Convertible Preferred Stock. If the Hawthorn Preferred Stock Exchange is not consummated, the Katapult Convertible Preferred Stock could remain outstanding following the Mergers.

Each series of the Katapult Convertible Preferred Stock ranks senior to the Katapult Common Stock with respect to distributions on liquidation, winding-up and dissolution and payment of dividends. In addition, subject to certain limitations, holders of the Series A Convertible Preferred Stock are entitled to vote with holders of shares of Katapult Common Stock, together as one class, on all matters submitted for a vote of holders of shares of Katapult Common Stock on an as-converted basis, thereby effectively reducing the voting power of holders of Katapult Common Stock. Conversions of the Series B Convertible Preferred Stock into Katapult Common Stock could also further reduce the voting power of holders of Katapult Common Stock.

Moreover, the accrual of dividends paid in kind on the Katapult Convertible Preferred Stock has increased, and could further increase, the liquidation preference of the Katapult Convertible Preferred Stock, thereby increasing the number of shares into which the Katapult Convertible Preferred Stock is convertible and further diluting the ownership interest and voting power of holders of Katapult Common Stock.

Such reductions in voting power and the substantial dilution of ownership rights resulting from the issuance, potential conversion of and accrual of dividends on, the Katapult Convertible Preferred Stock may adversely affect the market price for the Katapult Common Stock. Securities class action litigation is often initiated against companies whose stock price declines following significant transactions by a company, such as transactions of the type that resulted in Katapult’s issuance of the Katapult Convertible Preferred Stock to Hawthorn. This type of litigation could result in substantial costs and divert Katapult’s management’s attention and resources, and could also require Katapult to make substantial payments to satisfy judgments or to settle litigation.

For additional information on the terms of the Katapult Convertible Preferred Stock, see the section of this proxy statement/prospectus titled “Description of Katapult’s Securities — Preferred Stock.”

If the Hawthorn Preferred Stock Exchange is not consummated, the Katapult Convertible Preferred Stock will continue to accrue dividends at an annual rate of 19% compounding weekly until the date the Preferred Stockholder Approval is obtained, if at all. Upon the date the Preferred Stockholder Approval is obtained, if at all, the Katapult Convertible Preferred Stock will begin to accrue Dividends at an annual rate of 12% compounding quarterly.

Dividends (as defined in the section of this proxy statement/prospectus titled “Description of Katapult’s Securities — Preferred Stock — Dividends”) on the Katapult Convertible Preferred Stock initially accrued at a rate of 18% per annum, payable weekly, and currently accrue at a rate of 19% per annum, payable weekly, and, if the Hawthorn Preferred Stock Exchange is not consummated, will continue to so accrue, payable weekly, until the date the Preferred Stockholder Approval (as defined in the section of this proxy statement/​prospectus titled “Description of Katapult’s Securities — Preferred Stock — Conversion Rights — Ownership Limitation”) (to remove the Ownership Limitation) is obtained, if at all. Pursuant to the terms of the Katapult Convertible Preferred Stock, as supplemented by a waiver entered into by Hawthorn as the sole holder of the Katapult Convertible Preferred Stock, because the Preferred Stockholder Approval was not obtained on or before date of Katapult’s first annual or special meeting of stockholders following November 3, 2025 (the “Dividend Step-up Deadline”), the Dividend rate will be increased by one percent (1%) during the period from, and including, the Dividend Step-up Deadline to, but excluding, the date when the Preferred Stockholder Approval is first obtained, if at all. Accordingly, beginning on the date of our 2026 Annual Meeting of Stockholders, the dividend rate on the Katapult Convertible Preferred Stock increased to 19%

 

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per annum, payable weekly. Beginning on, and including, the date of the meeting at which the Preferred Stockholder Approval is obtained, if at all, Dividends will accrue at a rate of 12% per annum, payable quarterly.

If the Hawthorn Preferred Stock Exchange is not consummated and the Preferred Stockholder Approval is not obtained, the Dividend rate will remain 19% per annum, payable weekly. Under no circumstance will the Dividend rate decrease below 12% per annum. The Dividend rate could have adverse effects on Katapult’s financial condition and results of operations and could result in additional dilution to the ownership interest and voting power of holders of Katapult Common Stock. There can be no assurance that the Preferred Stockholder Approval will be obtained.

For additional information on the terms of the Katapult Convertible Preferred Stock, see the section of this proxy statement/prospectus titled “Description of Katapult’s Securities — Preferred Stock.”

If the Preferred Stockholder Approval is obtained, the Katapult Convertible Preferred Stock would be convertible without regard to the Ownership Limitation and would allow the holder(s) thereof to become the majority owner(s) of Katapult.

Hawthorn is the current holder of all the Katapult Convertible Preferred Stock. Until the Preferred Stockholder Approval (to remove the Ownership Limitation) is obtained, any conversion of the Katapult Convertible Preferred Stock is subject to the limitation that no holder of the Katapult Convertible Preferred Stock may convert such shares to the extent that such conversion would result in such holder beneficially owning in excess of 19.99% of all outstanding shares of Katapult Common Stock as of November 3, 2025.

If the Hawthorn Preferred Stock Exchange is not consummated, then following the Preferred Stockholder Approval, if the Preferred Stockholder Approval is obtained, Hawthorn, or another holder of the Katapult Convertible Preferred Stock, may convert any or all of its shares of the Katapult Convertible Preferred Stock into Katapult Common Stock at any time, and may convert such shares into a number of shares of Katapult Common Stock constituting a majority of the number of shares of the issued and outstanding Katapult Common Stock. Hawthorn, or another individual, group or company that obtains the Katapult Convertible Preferred Stock that would be freely convertible into a majority of the issued and outstanding shares of Katapult Common Stock (a “Majority Holder”), would be able to exercise significant influence over Katapult, including control over decisions that require the approval of stockholders, which could limit Katapult stockholders’ ability to influence the outcome of key transactions, including a change of control. There can be no assurance that the Katapult Convertible Preferred Stock held by a Majority Holder would not be converted into a majority of the issued and outstanding shares of Katapult Common Stock following the Preferred Stockholder Approval, or if so converted, as to the period of time during which such Majority Holder would be able to so influence and control Katapult’s decisions. Katapult expects that the Hawthorn Preferred Stock Exchange will be consummated immediately prior to the Aaron’s MIP Exchange pursuant to the Hawthorn Side Letter.

Under NASDAQ Rules, a company of which more than a majority of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including certain requirements regarding independence of directors and board committee members. Following the Preferred Stockholder Approval, Katapult could become a “controlled company” of a Majority Holder and choose not to comply with those corporate governance requirements. Accordingly, Katapult’s stockholders would not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of NASDAQ. There can be no assurance as to the period of time during which Katapult would remain a “controlled company”, if Katapult became one.

For additional information on the terms of the Katapult Convertible Preferred Stock, see the section of this proxy statement/prospectus titled “Description of Katapult’s Securities — Preferred Stock.”

If Katapult triggers an event of default under the Loan Agreement and such event of default is not waived by Katapult’s Lender, the Loan Agreement would terminate and Katapult’s obligations under the Loan Agreement would accelerate, which would have a material adverse effect on Katapult’s business, results of operations and financial position.

The Loan Agreement contains customary representations and warranties, customary affirmative and negative covenants and a financial maintenance covenant that restrict some of our activities. The negative

 

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covenants limit Katapult’s ability to: incur additional indebtedness; pay dividends, redeem stock or make other distributions; amend our material agreements; make investments; create liens; transfer or sell the collateral for the Loan Agreement; make negative pledges; consolidate, merge, sell or otherwise dispose of all or substantially all of Katapult’s assets; and enter into certain transactions with affiliates. Katapult’s ability to meet these covenants could be affected by events beyond Katapult’s control, and Katapult may be unable to satisfy them. The financial maintenance covenant requires Katapult to maintain minimum liquidity of at least $5.0 million in unrestricted cash and cash equivalents as of the last business day of any calendar week. Katapult has been in the past unable to comply with certain financial covenants in the Loan Agreement and may in the future be unable to comply with (or breach) other covenants or requirements of the Loan Agreement. For example, as of each of July 31, 2025, August 31, 2025, September 30, 2025, October 31, 2025, December 31, 2025, January 31, 2026, February 28, 2026, March 31, 2026, April 30, 2026 and May 31, 2026, Katapult was not in compliance with the Minimum Trailing Three-Month Net Originations covenant (which has since been removed from the Loan Agreement pursuant to the Third Amendment) and the Lenders granted (i) temporary waivers for the months of July 31, 2025, August 31, 2025, September 30, 2025 and October 31, 2025 (which initially expired at the end of the following month and were then permanently waived by the Second Amendment), and (ii) permanent waivers for the months of December 31, 2025, January 31, 2026, February 28, 2026, March 31, 2026, April 30, 2026 and May 31, 2026.

If Katapult triggers an event of default under the Loan Agreement and any such event of default is not waived by its Lenders, Katapult would not be able to borrow under the Loan Agreement, and Katapult’s Lenders would have the right to terminate the loan commitments under the Loan Agreement, accelerate repayment of all obligations under the Loan Agreement, and foreclose its liens against substantially all of our assets and take possession and sell any such assets to reduce any such obligations. While the Lenders have previously granted the Company waivers of certain events of default, there is no guarantee that they will be willing to do so in the future. In addition, the rights of the Lenders under the Loan Agreement are fully transferable and assignable and there is no guarantee that any transferee will be willing to grant any such waivers or have interests that align with the Company and its stockholders. In the case of an event of default in respect of which Katapult is unable to negotiate with its Lenders for a waiver or dispensation or upon maturity, if Katapult does not have sufficient liquid assets to repay amounts outstanding under the Loan Agreement, the Lenders have the right to foreclose their liens against all of Katapult’s assets and take possession and sell any such assets to reduce any such obligations. As a result, Katapult would likely be unable to continue its operations, be unable to avoid filing for bankruptcy protection and/or have an involuntary bankruptcy case filed against Katapult. These events would have a material adverse effect on Katapult’s business, results of operations and financial position.

Katapult has substantial indebtedness, which may reduce its capability to withstand adverse developments or business conditions.

Katapult has incurred substantial indebtedness. As of March 31, 2026, the total aggregate indebtedness under the Loan Agreement was approximately $71.6 million of principal outstanding. Katapult, together with its wholly-owned subsidiary, Katapult Group, Inc., has guaranteed the obligations of the Borrower under the Loan Agreement. Katapult’s payments on its outstanding indebtedness are significant in relation to its revenue and cash flow, which exposes Katapult to significant risk in the event of downturns in its business (whether through competitive pressures or otherwise), its industry or the economy generally, since Katapult’s cash flows would decrease but its required payments under its indebtedness would not. Economic downturns may impact Katapult’s ability to comply with the covenants and restrictions in Katapult’s Loan Agreement and to make payments on Katapult’s indebtedness as they become due.

Katapult’s overall leverage and the terms of Katapult’s Loan Agreement could also:

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make it more difficult for Katapult to satisfy obligations;

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limit Katapult’s ability to obtain additional financing in the future for working capital, capital expenditures or acquisitions;

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limit Katapult’s ability to service its indebtedness;

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limit Katapult’s ability to adapt to changing market conditions;

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•

restrict Katapult from making strategic acquisitions or cause Katapult to make non-strategic divestitures;

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require Katapult to dedicate a significant portion of its cash flow from operations to paying the principal and interest on its indebtedness, thereby limiting Katapult’s ability to reach profitability and the availability of Katapult’s cash flow to fund future capital expenditures, working capital and other corporate purposes;

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limit Katapult’s flexibility in planning for, or reacting to, changes in its business and in its industry generally; and

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place Katapult at a competitive disadvantage compared with competitors that have a less significant debt burden.

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In addition, the Loan Agreement is secured by a pledge over all of the assets of the Borrower, is guaranteed by Katapult and its wholly-owned subsidiary, Katapult Group, Inc., which in turn is secured by a pledge over all of Katapult’s assets and the assets of Katapult Group, Inc.

The Loan Agreement governing the New Revolving Facility includes restrictive covenants and a financial maintenance covenant, which could restrict Katapult’s operations or ability to pursue growth strategies or initiatives, including potential mergers and acquisitions opportunities.

The Loan Agreement contains customary representations and warranties, customary affirmative and negative covenants and a financial maintenance covenant that restrict some of Katapult’s activities. The negative covenants limit Katapult’s ability to: incur additional indebtedness; pay dividends, redeem stock or make other distributions; amend Katapult’s material agreements; make investments; create liens; transfer or sell the collateral for the Loan Agreement; make negative pledges; consolidate, merge, sell or otherwise dispose of all or substantially all of Katapult’s assets; and enter into certain transactions with affiliates. Non-scheduled repayments of certain amounts under the Loan Agreement are subject to certain restrictions. The financial maintenance covenant requires Katapult to maintain minimum liquidity of at least $5.0 million in unrestricted cash and cash equivalents as of the last business day of any calendar week. Katapult’s ability to meet these covenants could be affected by events beyond Katapult’s control, and Katapult may be unable to satisfy them which would prevent Katapult from pursuing certain growth strategies or initiatives due to this limitation. These or other limitations could decrease Katapult’s operating flexibility and Katapult’s ability to achieve its operating objectives.

To the extent that Katapult seeks to grow through future acquisitions, or other strategic investments or alliances, Katapult may not be able to do so effectively.

Katapult may in the future seek to grow its business by exploring potential acquisitions or other strategic investments or alliances. Katapult may not be successful in identifying businesses or opportunities that meet its acquisition or expansion criteria. In addition, even if a potential acquisition target or other strategic investment is identified, Katapult may not be successful in completing such acquisition or integrating such new business or other investment. If the Hawthorn Preferred Stock Exchange is not consummated, certain business combinations, share exchanges, reclassifications or other corporate actions involving the Series A Convertible Preferred Stock and/or the Series B Convertible Preferred Stock, as the case may be, will require the approval of the holders of a majority of the outstanding shares of such series of the Katapult Convertible Preferred Stock, voting as a separate class or classes, as the case may be, unless such events do not adversely affect the rights, preferences or voting powers of the Series A Convertible Preferred Stock or the Series B Convertible Preferred Stock, as the case may be, and this requirement may limit the terms Katapult is able to offer in a potential acquisition or investment. Katapult may face significant competition for acquisition and other strategic investment opportunities from other well-capitalized companies, many of which have greater financial resources and greater access to debt and equity capital to secure and complete acquisitions or other strategic investments, than Katapult does. As a result of such competition, Katapult may be unable to acquire certain assets or businesses, or take advantage of other strategic investment opportunities that Katapult deems attractive; the purchase price for a given strategic opportunity may be significantly elevated; or certain other terms or circumstances may be substantially more onerous.

 

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There is no assurance that Katapult will be able to manage its growth effectively, and any failure to do so could adversely affect Katapult’s ability to generate revenue and control its expenses. Furthermore, Katapult may be responsible for any legacy liabilities of businesses Katapult acquires or be subject to additional liability in connection with other strategic investments. The existence or amount of these liabilities may not be known at the time of acquisition, or other strategic investment, and may have an adverse effect on Katapult’s business, results of operations, financial condition, and prospects.

A meaningful percentage of Katapult’s gross originations are concentrated with a single merchant, and any deterioration in the business of, or in Katapult’s relationship with, this merchant or any other key merchant relationship or partner could materially and adversely affect Katapult’s business, results of operations, financial condition, and prospects.

Katapult depends on continued relationships with Wayfair and other key merchants. Katapult’s top merchant, Wayfair, represented approximately 18% and 27% of Katapult’s gross originations (which Katapult defines as the retail price of the merchandise associated with lease-purchase agreements entered into and do not represent revenue earned) for the three months ended March 31, 2026 and 2025, respectively. Gross originations from Wayfair exclude transactions through KPay and only include transactions directly through the Wayfair waterfall platform. Katapult’s top ten direct merchants, which are merchants with whom Katapult has a direct contractual arrangement, in the aggregate represented approximately 43% and 51% of its gross originations for the three months ended March 31, 2026 and 2025, respectively. The loss of any of Katapult’s significant merchant partners, and in particular the loss of Wayfair, would materially and adversely affect Katapult’s business, results of operations, financial condition, and prospects. In addition, a material modification in the merchant agreement with Wayfair or another significant merchant or changes in the prominence of Katapult’s solution on a significant merchant’s website or prioritization of Katapult’s solution in a significant merchant’s waterfall could adversely affect Katapult’s business, results of operations, financial condition, and prospects.

There can be no guarantee that these direct merchant relationships will continue or, if they do continue, that these relationships will continue to be successful. There is a risk that Katapult may lose merchants for a variety of reasons, including a failure to meet key contractual or commercial requirements, or if merchants shift to in-house solutions (including providing a service competitive to Katapult) or competitor providers.

If Katapult’s relationship with Wayfair or another key merchant deteriorates, they choose to no longer partner with Katapult, or choose to partner with a competitor, or their business is negatively impacted by one or more factors, Katapult’s business, results of operations, financial condition and prospects will be materially and adversely affected.

The concentration of a significant portion of Katapult’s business and transaction volume with a single merchant or a limited number of merchants exposes Katapult disproportionately to events, circumstances, or risks affecting such single merchant, such as Wayfair, or Katapult’s other key merchants. For example, supply chain issues have in the past and may in the future negatively impact the sales of many of Katapult’s merchants which in turn has contributed to a decline in Katapult’s gross origination volume during the applicable periods. If Katapult’s key merchant partners, in particular Wayfair, are unable to acquire new customers or retain existing customers or are otherwise negatively impacted by the macroeconomic and geopolitical conditions, Katapult’s results of operations, financial condition and prospects will be negatively impacted.

Katapult also depends on continued relationships with key partners that assist in obtaining and maintaining Katapult’s relationships with merchants. There is a risk that e-commerce platforms with which Katapult partners (such as Shopify, BigCommerce, WooCommerce, and Magento) may limit or prevent Katapult from being offered as a payment option at checkout. Katapult also faces the risk that Katapult’s key partners could become competitors of Katapult’s business.

If Katapult is unable to attract additional direct merchants and retain and grow its relationships with Katapult’s existing direct merchants, Katapult’s business, results of operations, financial condition, and prospects would be materially and adversely affected.

Katapult’s strategy to grow its gross originations partially depends on Katapult’s ability to maintain and grow its relationships with current direct merchants and to attract select new direct merchants that will

 

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stimulate consumer demand on Katapult’s platform. The attractiveness of Katapult’s platform to merchants depends on, among other things, Katapult’s brand and reputation, Katapult’s ability to sustain its value proposition to merchants for consumer acquisition, the attractiveness of Katapult’s platform to merchants, the services, products and consumer decision standards offered by Katapult’s competitors, and Katapult’s ability to perform under, and maintain, its merchant agreements.

The success of Katapult’s business is dependent on customers making payments on their leases when due and other factors affecting consumer spending and default behavior that are not under Katapult’s control.

Katapult generates substantially all of its revenue through payments on leases it provides to customers to obtain the merchandise of Katapult’s merchants and Katapult bears the risk of non-payment or late payments by its customers. As such, the success of Katapult’s business is dependent on customers making payments on their leases when due. Katapult primarily provides leases to non-prime customers who do not have sufficient cash or credit to obtain durable goods. The ability of these customers to make payments to Katapult when due may be impacted by a variety of factors, such as loss of employment, deteriorating economic conditions and other factors including but not limited to disposable consumer income, inflation, consumer confidence in future economic conditions and political conditions, and consumer perceptions of personal well-being and security. Unfavorable changes in factors listed above could reduce demand for Katapult’s products and services resulting in lower revenue and negatively impacting Katapult’s business and Katapult’s financial results. In addition to reducing demand for Katapult’s products, these factors may unfavorably impact Katapult’s customers’ ability or willingness to make lease payments in a timely manner or at all, resulting in increased customer payment delinquencies and lease merchandise write-offs and decreased gross margins, which could also materially and adversely impact Katapult’s business, financial condition and results of operations.

Unexpected changes to consumer behavior could cause Katapult’s proprietary algorithms and decisioning tools used in approving customers to no longer be indicative of Katapult’s customer’s ability to perform.

Katapult believes its proprietary lease decisioning processes to be a key to the success of its business. The decisioning processes assume behavior and attributes observed for prior customers, among other factors, are indicative of performance by Katapult’s future customers. Unexpected changes in consumer behavior caused by changing economic conditions and other factors may mean that Katapult’s decisioning tools may not function as intended. As a result, Katapult may approve customers that are not able to perform, which would lead to increased customer delinquencies, increased lease merchandise write-offs and decreased gross margins. When there are unexpected changes to consumer behavior, Katapult’s decisioning process typically requires more frequent adjustments and the application of management analysis of the interpretation and adjustment of the results produced by Katapult’s decisioning tools. If there is a challenging macro environment, Katapult may need to make more frequent adjustments to its decisioning process in the near term. If Katapult’s decisioning tools are unable to accurately predict and respond to changes to consumer behaviors as a result of general economic or other factors, Katapult’s ability to manage risk and avoid charge-offs may be negatively affected, which may result in insufficient reserves and materially and adversely impact Katapult’s business, financial condition, results of operations and prospects.

Katapult’s success depends on the effective implementation and continued execution of its strategies.

Katapult is focused on its mission to provide innovative lease financing solutions to non-prime customers and to enable everyday essential transactions at the merchant point of sale.

Growth of Katapult’s business, including through the launch of new product offerings, requires Katapult to invest in or expand its customer data and technology capabilities, engage and retain experienced management, and otherwise incur additional costs. For example, since Katapult launched the app in late 2022, transactions that were completed using KPay (as defined below) have grown to represent 42% and 35% of Katapult’s total gross originations for the three months ended March 31, 2026 and 2025, respectively. Approximately 61% of Katapult’s 2026 gross originations started with an interaction in Katapult’s mobile app.

However, these product enhancements may not continue to generate the additional consumer and merchant engagement with Katapult’s offerings that Katapult expects. If these or other strategic initiatives

 

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are not successful longer-term, Katapult’s competitiveness as well as Katapult’s business and financial results may be materially and adversely affected. Katapult’s inability to address these concerns or otherwise to achieve targeted results associated with Katapult’s initiatives could adversely affect Katapult’s results of operations, or negatively impact Katapult’s ability to successfully execute future strategies, which may result in an adverse impact on Katapult’s business and financial results.

If Katapult fails to maintain customer satisfaction and trust in its brand, its business, results of operations, financial condition, and prospects would be materially and adversely affected.

Katapult provides a lease-to-own financing option for qualified customers seeking to obtain durable goods from omnichannel and e-commerce merchants. If customers do not trust Katapult’s brand or do not have a positive experience, they will not use Katapult’s services. Consequently, Katapult’s ability to retain customers and attract repeat business is highly dependent on Katapult’s reputation among its existing customers and merchants. Any failure to maintain a consistently high level of customer service, or a market perception that Katapult does not maintain high-quality customer service, would adversely affect Katapult’s reputation and the number of positive customer referrals that Katapult receives and the number of new and repeat customers. As a result, Katapult’s business, results of operations, financial condition, and prospects would be materially and adversely affected.

If Katapult is unable to attract new customers and retain and grow its relationships with Katapult’s existing customers, or if attracting or retaining customers is not cost-efficient, Katapult’s results of operations, financial condition, and prospects would be materially and adversely affected.

Katapult’s continued success depends on Katapult’s ability to generate repeat use and increased gross originations from existing customers and to attract new consumers to Katapult’s platform. Katapult’s ability to retain and grow its relationships with Katapult’s customers depends on the willingness of customers to use Katapult’s products and services, including Katapult’s mobile app and KPay. The attractiveness of the Katapult mobile app to consumers depends upon, among other things, the number and variety of Katapult’s merchants and the mix of products and services available through Katapult’s platform, Katapult’s brand and reputation, customer experience and satisfaction, trust and perception of the value Katapult provides, technological innovation, and the services, products and customer decisioning standards offered by Katapult’s competitors. If Katapult fails to attract new customers to Katapult’s platform, products and services, or if Katapult does not continually expand usage, repeat customers and gross originations, Katapult’s results of operations, financial condition, and prospects would be materially and adversely affected.

Katapult operates in a highly competitive industry, and Katapult’s inability to compete successfully would materially and adversely affect Katapult’s results of operations, financial condition, and prospects.

Katapult operates in a highly competitive industry. Katapult faces competition from a variety of businesses and new market entrants, including competitors with lease-to-own products for e-commerce goods and other types of digital payment platforms. Katapult faces competition from virtual lease-to-own companies, e-commerce retailers (including those that offer layaway programs, other lending options or buy now, pay later programs), online sellers of used merchandise, and various types of consumer finance companies that may enable Katapult’s customers to shop at online retailers, as well as with online rental stores that do not offer their customers a purchase option. These competitors may have significantly greater financial and operating resources, greater name recognition and more developed products and services, which may allow them to grow faster. Greater name recognition, or better public perception of a competitor’s reputation, may help the competitor take market share. Some competitors may be willing to offer competing products on an unprofitable basis (or may have looser decisioning standards or be willing to relax their decisioning standards) in an effort to gain market share, which could compel Katapult to match their pricing strategy or lose business. Moreover, prime lenders may loosen their underwriting standards and provide credit to non-prime consumers, which would impact Katapult’s gross origination as well as the credit quality of Katapult’s customers and Katapult’s business and results of operations. In addition, some of Katapult’s competitors may be willing to lease certain types of products that Katapult will not agree to lease, enter into customer leases that have services, as opposed to goods, as a significant portion of the lease value, or engage in other practices related to pricing, compliance, and other areas that Katapult will not, in an effort to gain market share. Katapult’s business relies heavily on relationships with its merchants. Competitors

 

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undertaking these tactics could cause Katapult’s merchants to cease to offer Katapult products in favor of Katapult’s competitors, or to offer Katapult’s product and the products of Katapult’s competitors simultaneously, which could slow growth in Katapult’s business and limit or reduce profitability. Merchants could also develop their own in-house product that competes with Katapult’s product. Furthermore, virtual lease-to-own competitors may deploy different business models, such as direct-to-consumer strategies, that forego reliance on merchant relationships that may prove to be more successful.

Katapult’s estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even if the market in which Katapult competes achieves its forecasted growth, Katapult’s business could fail to grow at similar rates, if at all.

Katapult’s market opportunity estimates, including the size of the virtual lease-to-own market, and expectations about market growth are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate, including Katapult’s expectation with respect to the retail environment for home furnishings and other categories offered by Katapult’s top merchant partners. Even if the markets in which Katapult competes meet Katapult’s size estimates and growth expectations, Katapult’s business could fail to grow for a variety of reasons, which could adversely affect Katapult’s results of operations.

Katapult relies on the accuracy of third-party data, and inaccuracies in such data could adversely impact Katapult’s approval process.

Katapult uses data from third parties as part of Katapult’s proprietary risk model to assess whether a customer qualifies for one of Katapult’s lease-purchase options. Katapult is reliant on these third parties to ensure that the data they provide is accurate. Inaccurate data could cause Katapult to not approve transactions that otherwise would have been approved, or instead, approve transactions that would have otherwise been denied and may lead to a higher incidence of bad debts and could have an adverse impact on Katapult’s results of operations and financial condition.

The success and growth of Katapult’s business depends upon Katapult’s ability to continuously innovate and develop new products and technologies.

Katapult’s solution is a technology-driven platform that relies on innovation to remain competitive. The process of developing new technologies and products is complex, and Katapult builds its own technology, using the latest in artificial intelligence and machine learning (“AI/ML”), cloud-based technologies, and other tools to differentiate Katapult’s products and technologies. See “— Katapult utilizes AI/ML, which could expose Katapult to liability or adversely affect Katapult’s business” for more information. In addition, Katapult’s dedication to incorporating technological advancements into its platform requires significant financial and personnel resources. In addition, Katapult’s investment of resources to develop new products and technologies and make changes or updates to Katapult’s platform may be insufficient. Katapult’s development efforts for these initiatives could divert capital and other resources from other growth initiatives important to Katapult’s business. In addition, the product and technological enhancements that Katapult introduces may not function as Katapult intends, or may not generate the benefits that Katapult expects. Katapult operates in an industry experiencing rapid technological change and frequent product introductions. Katapult may not be able to make technological improvements as quickly as demanded by Katapult’s customers and merchants, which could harm Katapult’s ability to attract customers and merchants. In addition, Katapult may not be able to effectively implement new technology-driven products and services as quickly as competitors or be successful in marketing these products and services to customers and merchants. If Katapult is unable to successfully and timely innovate and continue to deliver a superior merchant and customer experience, the demand for Katapult’s products and technologies may decrease, and Katapult’s growth, business, results of operations, financial condition, and prospects could be materially and adversely affected.

Katapult’s failure to accurately predict the demand or growth of Katapult’s new products and technologies also could have a material and adverse effect on Katapult’s business, results of operations, financial condition, and prospects. New products and technologies are inherently risky, due to, among other things, risks associated with: the product or technology not working, or not working as expected; customer

 

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and merchant acceptance; technological outages or failures; and the failure to meet customer and merchant expectations. As a result of these risks, Katapult could experience increased claims, reputational damage, or other adverse effects, which could be material. The profile of potential customers using Katapult’s new products and technologies also may not be as attractive as the profile of the customers that Katapult currently serves, which may lead to higher levels of delinquencies or defaults than Katapult has historically experienced. Additionally, Katapult can provide no assurance that it will be able to develop, commercially market, and achieve acceptance of Katapult’s new products and technologies. Failure to accurately predict demand or growth with respect to Katapult’s new products and technologies could have a material and adverse effect on Katapult’s business, results of operations, financial condition, and prospects.

Katapult’s ability to timely raise capital in the future may be limited, or may be unavailable on acceptable terms, if at all.

The failure to raise capital when needed could harm Katapult’s business, operating results and financial condition. Debt or equity issued to raise additional capital may reduce the value of Katapult Common Stock. Katapult cannot be certain when or if the operations of Katapult’s business will generate sufficient cash to fund Katapult’s ongoing operations or the growth of Katapult’s business. Katapult intends to make investments to support and grow its business and may require additional funds to respond to business challenges, including the need to develop or enhance Katapult’s technology, expand Katapult’s sales and marketing efforts or develop new products. Additional financing may not be available on favorable terms, if at all. If adequate funds are not available on acceptable terms, Katapult may be unable to invest in future growth opportunities, which could harm Katapult’s business, operating results and financial condition. If Katapult incurs additional debt, the debt holders could have rights senior to holders of Katapult Common Stock and/or existing debt to make claims on Katapult’s assets. The terms of any additional debt could have covenants which restrict Katapult’s operations, including Katapult’s ability to pay dividends on Katapult Common Stock, take specific actions, such as incurring additional debt, or make capital expenditures. If Katapult issues additional equity securities, stockholders will experience dilution, and the new equity securities could have rights senior to those of Katapult Common Stock including liquidation or other preferences. Because the decision to issue securities in the future offering will depend on numerous considerations, including factors beyond Katapult’s control, Katapult cannot predict or estimate the amount, timing or nature of any future issuances of debt or equity securities. As a result, stockholders will bear the risk of future issuances of debt or equity securities reducing the value of their common stock and diluting their interest.

Katapult has a history of operating losses and may not be profitable in the future.

Katapult incurred a net income (loss) of $5.7 million and $(5.7) million during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, Katapult’s accumulated deficit was approximately $141.4 million. While Katapult’s operating expenses decreased for the year ended December 31, 2025 compared to the year ended December 31, 2024, Katapult may need to further increase its operating expenses in the future in order to continue growing its business, attracting customers, merchants and funding sources, and further enhancing and developing its products and platforms. As Katapult expands its offerings to additional markets, Katapult’s offerings in these markets may be less profitable than the markets in which Katapult currently operates. These efforts may prove more expensive than Katapult currently anticipates, and Katapult may not succeed in increasing its revenue sufficiently to offset these higher expenses. Katapult may incur net losses in the future and may not be profitable on a quarterly or annual basis.

Katapult’s revenue and operating results may fluctuate, which could result in a decline in Katapult’s profitability and make it more difficult for Katapult to grow its business.

Katapult’s revenue and operating results have varied, and may in the future vary, from quarter to quarter and by season. Periods of decline have resulted, and could in the future result, in an overall decline in profitability and make it more difficult for Katapult to make payments on its indebtedness and grow its business. Katapult expects its quarterly results to fluctuate in the future due to a number of factors, including general economic conditions in the markets where Katapult operates, and customer spending patterns, including the impact of holiday and seasonal sales and tax refunds.

 

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Any significant disruption or errors relating to Katapult’s loan providers and loan processor, could delay the processing of transactions on Katapult’s platform or cause temporary fluctuations in cash use and have a material and adverse effect on Katapult’s business, results of operations, financial condition, and prospects.

Pursuant to the Loan Agreement, Katapult is required to use a designated loan processor to validate customer purchases for funding Katapult’s New Revolving Facility and, thus, in the operation of Katapult’s platform. The performance and accuracy of said loan processor is essential to Katapult’s operations and is critical to ensuring that loans are appropriately and timely funded. Katapult relies on the designated loan processor to ensure their systems, internal procedures, verification processes and facilities are protected against service interruptions, power or telecommunications failures, criminal acts, and similar events. Katapult may be harmed if there is a delay, disruption, or error in loan validation. Further, if Katapult’s arrangements with the designated loan processor is terminated, or if there is a lapse in service due to errors, Katapult could experience interruptions in the provision of Katapult’s leases. Katapult may also experience increased costs and difficulties in funding leases or finding replacement loan providers or processors on commercially reasonable terms, on a timely basis, or at all.

In addition, in the event of error or interruption, Katapult may be required to use cash to cover for any losses or uncovered leases that might occur, albeit temporarily. This could reduce Katapult’s available cash or cause reputational harm, any of which could have a material and adverse effect on Katapult’s business, results of operations, financial condition, and prospects.

In December 2023, the processor for Katapult’s loan provider experienced a timing error in their validation processes. Katapult alerted them to the error, temporarily covering the approved leases with Katapult’s cash and the issue was resolved in January 2024. Both Katapult’s loan provider and processor have since instituted changes to correct against similar interruptions in service, but there can be no assurance that a similar error will not occur in the future.

Katapult relies on card issuers and payment processors. If Katapult fails to comply with the applicable requirements of Visa, Mastercard or other payment processors, those payment processors could seek to fine Katapult, suspend Katapult or terminate Katapult’s registrations, which could have a material adverse effect on Katapult’s business, results of operations, financial condition, and prospects.

Katapult’s relies on card issuers and payment processors and must pay a fee for this service. From time to time, payment processors such as Visa or Mastercard may increase the interchange fees that they charge for each transaction using one of their cards. The payment processors routinely update and modify their requirements. Changes in the requirements, including changes to risk management and collateral requirements, may impact Katapult’s ongoing cost of doing business and Katapult may not, in every circumstance, be able to pass through such costs to Katapult’s merchants or associated participants. Furthermore, if Katapult does not comply with the payment processors’ requirements (e.g., their rules, bylaws, and charter documentation), the payment processors could seek to fine Katapult, suspend Katapult’s or terminate Katapult’s registrations that allow Katapult to process transactions on their networks. The termination of Katapult’s registration due to failure to comply with the applicable requirements of Katapult’s payment processors, or any changes in the payment processors’ rules that would impair Katapult’s registration, could require Katapult to stop utilizing payment services from Katapult’s payment processors, which could have a material adverse effect on Katapult’s business, results of operations, financial condition, and prospects.

Katapult’s ability to use its net operating loss carry forwards and certain other tax attributes may be limited.

Under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” generally defined as a greater than 50.0% change (by value) in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income may be limited or potentially significantly deferred compared to such ability in the absence of an “ownership change.” Katapult believes that the completion of the de-SPAC transaction in June 2021 triggered such an “ownership change” resulting in limitations on its use of tax attributes from prior to the de-SPAC transaction. As a result of such an “ownership change,” Katapult’s ability to use its net operating loss carryforwards and other tax credits generated since inception to offset U.S. federal taxable income may be

 

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subject to limitations. In addition, future transfers and transactions (including the pending Mergers and related transactions) that change the equity ownership of the company may trigger another “ownership change” and result in additional limitations on Katapult’s ability to use its net operating loss carryforwards and other tax credits generated prior to the date of such “ownership change.” These limitations could potentially result in increased future tax liability to Katapult and could require Katapult to pay U.S. federal income taxes earlier than would be required if such limitations were not in effect. Similar rules and limitations may apply for state income tax purposes.

Katapult utilizes AI/ML, which could expose Katapult to liability or adversely affect Katapult’s business.

Katapult uses AI/ML in many aspects of Katapult’s business. Katapult’s AI/ML capabilities are a combination of internally developed proprietary models and third-party data and services. In particular, Katapult uses AI/ML to create models which provide data to assist in key aspects of Katapult’s business, including fraud analysis, credit risk analysis, and product personalization. Katapult’s core decisioning technology including Katapult’s proprietary decision engine, fraud propensity models, default propensity models, and Katapult’s proprietary scoring system is developed and maintained internally by Katapult’s engineering and data science teams. These internally developed models are trained on Katapult’s own historical transactions, lease repayment performance data, as well as third party data, and they power Katapult’s real-time underwriting decisions, risk-based pricing engine and Katapult’s patent-pending leasable product detection technology within mobile app marketplace - Katapult Pay. In addition to Katapult’s internal data and proprietary models, Katapult relies on approximately 2,000 data elements from third-party providers to supplement the information collected directly from applicants. These third-party data sources include credit data providers, identity fraud check providers as well as digital identity intelligence and authentication platforms that assist in detecting and preventing payment fraud ensuring secure transactions. Katapult also utilizes third-party cloud infrastructure services, principally AWS, to host and operate its platform and Katapult uses certain third-party tools in areas such as marketing automation, customer engagement and collections.

Katapult’s reliance on third-party service providers, including cloud infrastructure providers and data vendors, exposes it to operational and strategic risks. If such providers experience outages, security incidents, contractual disputes, pricing changes, regulatory constraints, or discontinue services, Katapult’s ability to deliver real-time underwriting decisions could be adversely affected.

There are significant risks involved in utilizing AI/ML and no assurance can be provided that Katapult’s use of such AI/ML will enhance Katapult’s products or services or produce the intended results. The AI/ML models that Katapult uses are trained using various data sets. If the AI/ML models are incorrectly designed, the data Katapult uses to train them is incomplete, inadequate, or biased in some way, or Katapult does not have sufficient rights to use the data on which Katapult’s AI/ML models rely, the performance of Katapult’s products, services, and business, as well as Katapult’s reputation, could suffer or Katapult could incur liability through the violation of laws and regulations, third-party intellectual property, privacy, or other rights, or contracts to which Katapult is a party. AI/ML can present ethical issues and may subject Katapult to new or heightened legal, regulatory, ethical, or other challenges; and inappropriate or controversial data practices by developers and end-users, or other factors adversely affecting public opinion of AI/ML, could impair the acceptance of AI/ML solutions, including those incorporated in Katapult’s products and services. If the AI/ML tools that Katapult uses are deficient, inaccurate or controversial, Katapult could incur operational inefficiencies, competitive harm, legal liability, brand or reputational harm, or other adverse impacts on Katapult’s business and financial results. Further, there can be no assurance that Katapult’s use of AI/ML will result in its business or operations being more efficient or profitable or otherwise result in its intended outcomes. Moreover, Katapult’s competitors or other third parties may incorporate AI/ML into their products more quickly or more successfully than it, which could impair Katapult’s ability to compete effectively.

Additionally, if any of Katapult’s employees, contractors, consultants, vendors or service providers use any third-party AI/ML-powered software in connection with Katapult’s business or the services they provide to Katapult, it may lead to the inadvertent disclosure or incorporation of Katapult’s confidential information into publicly available training sets, which may impact its ability to realize the benefit of, or adequately obtain, maintain, protect, defend and enforce its intellectual property or other property rights,

 

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harming Katapult’s competitive position and business. Any output created by Katapult using AI/ML tools may not be subject to copyright protection, which may adversely affect Katapult’s intellectual property and other proprietary rights in, or ability to commercialize or use, any such content. In the United States, a number of civil lawsuits have been initiated related to the foregoing and other concerns relating to AI/ML, any one of which may, among other things, lead Katapult to limit the ways in which Katapult’s AI/ML systems are trained and may affect Katapult’s ability to develop its AI/ML-powered products and solutions. To the extent that Katapult does not have sufficient rights to use the data or other material or content used in or produced by the AI/ML tools used in Katapult’s business, or if Katapult experiences cybersecurity incidents in connection with its use of AI/ML, it could adversely affect Katapult’s reputation and expose Katapult to legal liability or regulatory risk, including with respect to third-party intellectual property, data privacy and security, publicity, contractual or other rights.

In addition, regulation of AI/ML is rapidly evolving worldwide as legislators and regulators are increasingly focused on these powerful emerging technologies. The technologies underlying AI/ML and its uses are subject to a variety of laws and regulations, including intellectual property, data privacy and security, consumer protection, competition, and equal opportunity laws, and are expected to be subject to increased regulation and new laws or new applications of existing laws and regulations. AI/ML is the subject of ongoing review by various U.S. governmental and regulatory agencies, and various U.S. states and other foreign jurisdictions are applying, or are considering applying, their platform moderation, data privacy and security laws and regulations to AI/ML or are considering general legal frameworks for AI/ML. Increased regulatory scrutiny of AI/ML models, including model explainability, fairness, data privacy, and consumer protection requirements, could require Katapult to make modifications to its models or processes, increase compliance costs, or restrict certain uses of these technologies. Katapult may not be able to anticipate how to respond to these rapidly evolving frameworks, and Katapult may need to expend resources to adjust its operations or offerings in certain jurisdictions if the legal frameworks are inconsistent across jurisdictions. Furthermore, because AI/ML technology itself is highly complex and rapidly developing, it is not possible to predict all of the legal, operational or technological risks that may arise relating to the use of AI/ML.

Real or perceived software errors, failures, bugs, defects, or outages could adversely affect Katapult’s business, results of operations, financial condition, and prospects.

Katapult’s platform and Katapult’s internal systems rely on software that is highly technical and complex. In addition, Katapult’s platform and Katapult’s internal systems depend on the ability of such software to store, retrieve, manage and otherwise process immense amounts of data, including personal data. As a result, undetected errors, failures, bugs, or defects may be present in such software or occur in the future in such software, including open-source software and other software Katapult licenses in from third parties, especially when updates or new products or services are released.

Any real or perceived errors, failures, bugs, defects, or outages in such software could result in outages or degraded quality of service on Katapult’s platform or errors in Katapult’s financial reporting or charges to Katapult’s customers that could adversely impact Katapult’s business (including through causing Katapult not to meet contractually required service levels), as well as negative publicity, loss of or delay in market acceptance of Katapult’s products and services, and harm to Katapult’s brand or weakening of Katapult’s competitive position. In such an event, Katapult may be required, or may choose, to expend significant additional resources in order to correct the error, failure, bug or defect. Any real or perceived errors, failures, bugs, defects, or outages in the software Katapult relies on could also subject Katapult to liability claims, result in data security breaches or other security incidents, impair Katapult’s ability to attract new customers, retain existing customers, or expand their use of Katapult’s products and services, which would adversely affect Katapult’s business, results of operations, financial condition, and prospects.

Katapult’s results depend on continued integration and support of Katapult’s platforms, including Katapult’s integration with direct merchants.

Katapult depends on its merchant partners, which generally accept most major credit cards and other forms of payment, to present Katapult’s platform as a payment option and to integrate Katapult’s platform into their website or in their store, such as by featuring Katapult’s platform on their websites or in their stores and at checkout. The failure by Katapult’s merchants to effectively present, integrate, and support

 

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Katapult’s platform, or to effectively explain lease-to-own transactions to potential customers, would have a material and adverse effect on Katapult’s business, results of operations, financial condition, and prospects.

In addition, as a result of user interface or design choices, a direct merchant could modify how Katapult’s platform is presented as a payment option, including adjustment of the priority of positioning. The presentation and positioning of Katapult’s platform by a direct merchant is up to the discretion of the merchant. A direct/waterfall may choose to position a competitor ahead of Katapult, reduce the prominence or positioning of Katapult’s platform, or remove Katapult’s platform as a payment option. Katapult may not have visibility that a change has been made until after the fact. Any change in Katapult’s presentation or positioning with a direct merchant could have a material and adverse effect on Katapult’s business, results of operations, financial condition, and prospects.

Katapult relies on KPay enabled merchants to allow access to their stores through Katapult’s mobile app and Katapult’s desktop and mobile websites.

Katapult depends on KPay enabled merchants to continue to allow Katapult’s customers to utilize Katapult’s platform, including Katapult’s websites and mobile app, to access and buy goods at their stores. As a result, there can be no assurance that Katapult will be able to continue to offer Katapult’s customers access to any particular KPay enabled merchant. The loss of Katapult’s ability to offer Katapult’s customers access to KPay enabled merchants would have a material and adverse effect on Katapult’s business, results of operations, financial condition, and prospects.

Katapult is subject to stringent and changing laws, regulations, rules, standards and contractual obligations related to data privacy and security, which could increase the cost of doing business, compliance risks and potential liability and otherwise negatively affect Katapult’s operating results and business regulations.

In the ordinary course of business, Katapult collects, receives, stores, generates, uses, transfers, discloses, makes accessible, protects, secures, disposes of, transmits, shares and otherwise processes a wide variety of data and information, including personal data and sensitive personal data, proprietary and confidential business data, trade secrets, and intellectual property. For example, Katapult processes the personal data, including sensitive personal data, of customers, including Social Security numbers. Katapult is subject to numerous data privacy and security obligations, such as various laws, regulations, rules, standards and contractual obligations that govern the processing of personal data by Katapult or by third parties on Katapult’s behalf.

In the United States, federal, state, and local governments have enacted numerous data privacy and security laws, regulations and rules including data breach notification laws, personal data privacy laws, and consumer protection laws. For example, the Telephone Consumer Protection Act (“TCPA”) imposes specific requirements relating to marketing to individuals using technology such as telephones, mobile devices, and text messages. TCPA violations can result in significant financial penalties, including penalties or criminal fines imposed by the Federal Communications Commission or fines of up to $1,500 per violation imposed through private litigation or by state authorities. Class action suits are the most common method for private enforcement. Katapult is also subject to the rules and regulations promulgated under the authority of the FTC, which regulates unfair or deceptive acts or practices, including with respect to data privacy and security. Moreover, the United States Congress has considered, and will likely in the future consider, various proposals for more comprehensive data privacy and security legislation, to which Katapult may be subject if passed.

Data privacy and security are also areas of increasing state legislative focus and Katapult is, or may in the future become, subject to various state laws and regulations regarding data privacy and security. For example, the CCPA broadly defines personal information, gives California residents expanded privacy rights and protections, including the right to opt-out of a business’s sharing of their personal information for targeted advertising purposes, and provides for civil penalties for violations and a private right of action for certain data breaches. The CCPA is indicative of a trend towards greater state-level regulation of data privacy and security in the United States. A number of other states have enacted, or are considering enacting, comprehensive data privacy and security laws that share similarities with the CCPA. In addition, laws in all 50 U.S. states generally require businesses to provide notice under certain circumstances to customers whose personal data has been disclosed as a result of a data breach. For additional information on data privacy

 

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and security laws, regulations and rules Katapult is, or may in the future become, subject to, see the section titled “Katapult’s Business — Regulatory — Government Regulation.”

In addition, privacy advocates and industry groups have proposed, and may propose, data privacy and security standards with which Katapult is legally or contractually bound to comply. For example, Katapult may also be subject to the Payment Card Industry Data Security Standard (“PCI DSS”), which requires companies that process payment card data to adopt certain measures to ensure the security of cardholder information, including using and maintaining firewalls, adopting proper password protections for certain devices and software, and restricting data access. Noncompliance with PCI DSS can result in significant penalties or liability, litigation, loss of access to major payment card systems, damage to Katapult’s reputation, and revenue losses. Katapult may also rely on vendors to process payment card data, and those vendors may be subject to PCI DSS, and Katapult’s business may be negatively affected if Katapult’s vendors are fined or suffer other consequences as a result of PCI DSS noncompliance.

Katapult also makes public statements about Katapult’s use and disclosure of personal data through Katapult’s privacy policies, information on Katapult’s website and press statements. Although Katapult endeavors to comply with Katapult’s public statements and documentation, Katapult may at times fail to do so or be alleged to have failed to do so. The publication of Katapult’s privacy policies and other statements that provide promises and assurances about data privacy and security can subject Katapult to potential government or legal action if they are found to be deceptive, unfair or misrepresentative of Katapult’s actual practices. Any concerns about Katapult’s data privacy and security practices, even if unfounded, could damage Katapult’s reputation and adversely affect Katapult’s business.

Katapult’s obligations related to data privacy and security are quickly changing in an increasingly stringent fashion, creating some uncertainty as to the effective future legal framework. Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or conflict among jurisdictions. Preparing for and complying with these obligations requires significant resources and may necessitate changes to Katapult’s information technologies, systems, and practices and to those of any third parties that process personal data on Katapult’s behalf. In addition, these obligations may require Katapult to change its business model. Katapult’s business model materially depends on Katapult’s ability to process personal data, so Katapult is particularly exposed to the risks associated with the rapidly changing legal landscape. For example, Katapult may be at heightened risk of regulatory scrutiny, and any changes in the regulatory framework could require Katapult to fundamentally change its business model.

Although Katapult endeavors to comply with all applicable data privacy and security laws, regulations, rules, standards, and contractual obligations, Katapult may at times fail (or be perceived to have failed) to do so. Moreover, despite Katapult’s efforts, Katapult’s personnel or third parties upon whom Katapult relies on may fail to comply with such obligations, which could negatively impact Katapult’s business operations and compliance posture. For example, any failure by a third-party service provider to comply with applicable laws, regulations, rules, standards and contractual obligations could result in adverse effects, including inability to or interruption in Katapult’s ability to operate its business and proceedings against Katapult by governmental entities or others. If Katapult fails, or is perceived to have failed, to address or comply with data privacy and security obligations, Katapult could face significant consequences. These consequences may include, but are not limited to, government enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar); litigation (including class claims; damages); additional reporting requirements and/or oversight; bans on processing personal data; and orders to destroy or not use personal data.

Any of these events could have a material adverse effect on Katapult’s reputation, business, or financial condition, including but not limited to: loss of customers; interruptions or stoppages in Katapult’s business operations; interruptions or stoppages of data collection needed to train Katapult’s algorithms; inability to process personal data or to operate in certain jurisdictions; limited ability to develop or commercialize Katapult’s products; expenditure of time and resources to defend any claim or inquiry; adverse publicity; or revision or restructuring of Katapult’s operations.

Any significant disruption in, or errors in, service on Katapult’s platform or relating to vendors, including events beyond Katapult’s control, could prevent Katapult from processing transactions on Katapult’s platform or posting payments and have a material and adverse effect on Katapult’s business, results of operations, financial condition, and prospects.

Katapult uses vendors, such as its cloud computing web services provider, virtual card processing companies, and third-party software providers, in the operation of Katapult’s platform. The satisfactory

 

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performance, reliability, and availability of Katapult’s technology and Katapult’s underlying network and infrastructure are critical to Katapult’s operations and reputation and the ability of Katapult’s platform to attract new and retain existing merchants and customers. For example, KPay utilizes a third-party payment processor, the interruption of which could cause a decrease in the performance, reliability and availability of KPay.

In addition, via KPay, certain leases are originated and then disbursed to merchants via single-use virtual cards facilitated through Katapult’s partnership with an issuer processor, Marqeta. This issuer processor issues single-use virtual cards through Sutton Bank, its issuing bank partner, which allow leases facilitated through Katapult’s platform to be processed over the card network. Katapult’s agreement with Marqeta covers management of card issuance, processing, and managing of the Sutton Bank relationship as well as standard terms related to service level obligations, fees, intellectual property, privacy and security, confidentiality, and termination for cause with chance to cure and termination for convenience after extensive notice. Such leases facilitated through Katapult’s platform can be used at merchants where Katapult is not integrated at checkout, allowing consumers to complete purchases with virtual cards just as they would with a standard credit or debit card. In the event that Katapult’s issuer processor or the issuing bank partner become unable or unwilling to facilitate the disbursements to merchants and Katapult’s is unable to reach an agreement with another third-party partner, such loans would no longer be able to be facilitated through Katapult’s KPay platform.

Katapult also relies on these vendors to protect their systems, networks and facilities against damage or service interruptions from natural disasters, power or telecommunications failures, air quality issues, environmental conditions, computer viruses, cyber-attacks or other attempts to harm these systems, data security breaches or other security incidents, criminal acts, and similar events. If Katapult’s arrangement with a vendor is terminated or if there is a lapse of service or damage to its systems, networks or facilities, Katapult could experience interruptions in its ability to operate its platform. Katapult also may experience increased costs and difficulties in replacing that vendor and replacement services may not be available on commercially reasonable terms, on a timely basis, or at all. Any interruptions or delays in Katapult’s platform availability, whether as a result of a failure to perform on the part of a vendor, any damage to one of Katapult’s vendor’s systems, networks or facilities, the termination of any of Katapult’s third-party vendor agreements, software bugs or failures, Katapult’s or Katapult’s vendor’s error, natural disasters, terrorism, other man-made problems, or data security breaches or other security incidents, whether accidental or willful, or other factors, could harm Katapult’s relationships with its merchants and customers and also harm Katapult’s reputation.

In addition, Katapult sources certain information from third parties. For example, Katapult’s risk scoring model is based on algorithms that evaluate a number of factors and currently depend on sourcing certain information from third parties. In the event that any third-party from which Katapult sources information experiences a service disruption, whether as a result of maintenance, software bugs or failures, natural disasters, terrorism, other man-made problems, or data security breaches or other security incidents whether accidental or willful, or other factors, the ability to score and decision lease-to-own applications through Katapult’s platform may be adversely impacted. Additionally, there may be errors contained in the information provided by third parties. This may result in the inability to approve otherwise qualified applicants through Katapult’s platform, which may adversely impact Katapult’s business by negatively impacting Katapult’s reputation and reducing Katapult’s transaction volume.

To the extent Katapult uses or is dependent on any particular third-party data, technology, or software, Katapult may also be harmed if such data, technology, or software becomes non-compliant with existing laws, regulations, rules or standards, becomes subject to third-party claims of intellectual property infringement, misappropriation, or other violation, or malfunctions or functions in a way Katapult did not anticipate. Any loss of the right to use any of this data, technology, or software could result in delays in the provisioning of Katapult’s products and services until equivalent or replacement data, technology, or software is either developed by Katapult, or, if available, is identified, obtained, and integrated, and there is no guarantee that Katapult would be successful in developing, identifying, obtaining, or integrating equivalent or similar data, technology, or software, which could result in the loss or limiting of Katapult’s products, services, or features available in Katapult’s products or services.

 

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In addition, in the event of damage or interruption, Katapult’s insurance policies may not adequately compensate Katapult for any losses that Katapult may incur. Katapult’s disaster recovery plan has not been tested under actual disaster conditions, and Katapult may not have sufficient capacity to recover all data and services in the event of an outage. These factors could prevent Katapult from processing transactions or posting payments on Katapult’s platform, damage Katapult’s brand and reputation, divert the attention of Katapult’s employees, reduce Katapult’s revenue, subject Katapult to liability, and cause customers or merchants to abandon Katapult’s platform, any of which could have a material and adverse effect on Katapult’s business, results of operations, financial condition, and prospects.

If major mobile application distribution channels change their standard terms and conditions in a manner that is detrimental to Katapult, or suspend or terminate their existing relationship with Katapult, Katapult’s business, financial condition and results of operations may be materially and adversely affected.

Katapult currently cooperates with Apple’s app store and the Google Play Android app store to distribute the Katapult app to users. As such, the promotion, distribution and operation of Katapult’s application are subject to such distribution platforms’ standard terms and policies for application developers, which are subject to the interpretation of, and frequent changes by, these distribution channels. If these third-party distribution platforms change their terms and conditions in a manner that is detrimental to Katapult, or refuse to distribute Katapult’s application, or if any other major distribution channel with which Katapult would like to seek collaboration refuses to collaborate with Katapult in the future on commercially favorable terms, Katapult’s business, financial condition and results of operations may be materially and adversely affected.

Data security breaches or other security incidents with respect to Katapult’s information technology systems, networks or data, or those of third parties upon which Katapult relies, could result in adverse consequences, including but not limited to regulatory investigations or actions, litigation, fines and penalties, disruptions of Katapult’s business operations, reputational harm, loss of revenue or profits, and loss of customers.

Cyber-attacks, malicious internet-based activity, and online and offline fraud are prevalent and continue to increase. These threats are becoming increasingly difficult to detect. These threats come from a variety of sources, including traditional computer “hackers,” threat actors, personnel (such as through theft or misuse), sophisticated nation states, and nation-state-supported actors. Some actors now engage and are expected to continue to engage in cyber-attacks, including without limitation nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, Katapult and the third parties upon which Katapult relies may be vulnerable to a heightened risk of these attacks, including cyber-attacks, that could materially disrupt Katapult’s systems, networks and operations, supply chain, and ability to produce, sell and distribute Katapult’s goods and services. The automated nature of Katapult’s business and Katapult’s reliance on digital technologies may make Katapult an attractive target for, and potentially vulnerable to cyber-attacks. Katapult and the third parties upon which Katapult relies may be subject to a variety of evolving threats, including but not limited to: computer malware (including as a result of advanced persistent threat intrusions), malicious code (such as viruses and worms), social engineering (including phishing attacks), ransomware attacks, denial-of-service attacks (such as credential stuffing), personnel misconduct or error, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunication failures, earthquakes, fires, floods, and other similar threats.

Ransomware attacks, including by organized criminal threat actors, nation-states, and nation-state-supported actors, are becoming increasingly prevalent and severe and can lead to significant interruptions in Katapult’s operations, loss of data and income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but Katapult may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments. Similarly, supply-chain attacks have increased in frequency and severity, and Katapult cannot guarantee that third parties and infrastructure in Katapult’s supply chain or Katapult’s third-party partners’ supply chains have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to Katapult’s information technology systems and networks (including Katapult’s products or services) or the third-party information technology systems and networks that support Katapult and its services. Katapult is incorporated into the supply chain of a large number of companies

 

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worldwide and, as a result, if Katapult’s products are compromised, a significant number of companies could be simultaneously affected. The potential liability and associated consequences Katapult could suffer as a result of such a large-scale event could be catastrophic and result in irreparable harm.

Cybersecurity risks may be heightened as a result of ongoing military conflicts such as military conflict between Russia and Ukraine and the related sanctions imposed by the United States and other countries or the ongoing conflicts in the Middle East. Furthermore, future or past business transactions (such as acquisitions or integrations) could expose Katapult to additional cybersecurity risks and vulnerabilities, as Katapult’s systems and networks could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems, networks and technologies.

Any of the above identified or similar threats could cause a data security breach or other security incident. A data security breach or other security incident could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure, transfer, use or other processing of, or access to Katapult’s, Katapult’s customers’, Katapult’s vendors’ or Katapult’s merchants’ confidential, proprietary, personal or other information. A data security breach or other security incident could disrupt Katapult’s ability (and that of third parties upon whom Katapult relies) to provide Katapult’s platform, products, or services. Katapult may expend significant resources in connection with investigating, mitigating or remediating, or modifying Katapult’s business activities to protect against, actual or perceived data security breaches or other security incidents. Certain data privacy and security obligations may require Katapult to implement and maintain specific security measures, as well as maintain industry-standard or reasonable security measures to protect Katapult’s information technology systems and networks which contain confidential, proprietary, personal and other information.

While Katapult has implemented security measures designed to protect against data security breaches and other security incidents, there can be no assurance that these measures will be effective. Katapult may be unable in the future to detect vulnerabilities in Katapult’s information technology systems and networks (including Katapult’s products or services) because such threats and techniques change frequently, are often sophisticated in nature, may not be detected until after a security incident has occurred, and may see their frequency increased and effectiveness enhanced, by the use of AI/ML. Despite Katapult’s efforts to identify and remediate vulnerabilities, if any, in Katapult’s information technology systems and networks (including Katapult’s products or services), Katapult’s efforts may not be successful. Further, Katapult may experience delays in developing and deploying remedial measures designed to address any such identified vulnerabilities.

Katapult relies upon third-party service providers and technologies to operate critical business systems to process confidential, proprietary, personal and other information in a variety of contexts, including, without limitation, third-party providers of cloud-based infrastructure, virtual card processing, encryption and authentication technology, employee email, and other functions. Katapult may share or receive confidential, proprietary, personal or other information with or from third parties. Katapult’s ability to monitor these third parties’ information security practices is limited, and these third parties may not have adequate information security measures in place. Due to applicable laws, regulations, rules, standards and contractual obligations, Katapult may be held responsible for data security breaches or other security incidents attributed to Katapult’s third-party service providers as they relate to the information Katapult shares with them.

Any actual or perceived failure to comply with legal and regulatory requirements applicable to Katapult, including those relating to data privacy and security, or any failure to protect the information that Katapult collects from its customers and merchants, including personal data, from cyber-attacks, data security breaches or other security incidents, or any such actual or perceived failure by Katapult’s originating bank partners, may result in, among other things, revocation of required licenses or registrations, loss of approved status, private litigation, regulatory or governmental investigations, administrative enforcement actions, sanctions, civil and criminal liability, and constraints on Katapult’s ability to continue to operate.

Applicable data privacy and security laws, regulations, rules, standards and contractual obligations may require Katapult to notify relevant stakeholders of data security breaches and other security incidents. Such disclosures are costly, and the disclosure or the failure to comply with such requirements could lead to adverse consequences. If Katapult (or a third party upon whom Katapult relies) experiences, or is perceived to have experienced, a data security breach or other security incident, or fails to make adequate or timely

 

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disclosures to the public, regulators or law enforcement agencies following any such event, Katapult may experience adverse consequences. These consequences may include: interruptions to Katapult’s operations (including availability of data), violation of applicable data privacy and security laws, regulations, rules, standards and contractual obligations; litigation (including class claims), damages, an obligation to notify regulators and affected individuals, the triggering of indemnification and other contractual obligations, government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing personal and other sensitive data; negative publicity; reputational damage; loss of customers and ecosystem partners; monetary fund diversions; financial loss; and other similar harms. Additionally, Katapult’s originating bank partners also operate in a highly regulated environment, and many laws and regulations that apply directly to Katapult’s originating bank partners are indirectly applicable to Katapult through its arrangements with its originating bank partners. Katapult’s contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in Katapult’s contracts are sufficient to protect Katapult from liabilities, damages, or claims related to Katapult’s data privacy and security obligations. Katapult cannot be sure that its insurance coverage will be adequate or sufficient to protect Katapult from or to mitigate liabilities arising out of Katapult’s data privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.

While Katapult takes precautions to prevent customer identity fraud, it is possible that identity fraud may still occur or has occurred, which may adversely affect the performance of the lease-to-own transactions facilitated through Katapult’s platform.

There is risk of fraudulent activity associated with Katapult’s platform, customers, and third parties handling customer information. Katapult’s resources, technologies, and fraud prevention tools may be insufficient to accurately detect and prevent fraud. Katapult bears the risk of loss for lease-to-own transactions facilitated through Katapult’s platform. The level of fraud related charge-offs on the lease-to-own transactions facilitated through Katapult’s platform could be adversely affected if fraudulent activity were to significantly increase.

Katapult bears the risk of customer fraud in a transaction involving Katapult, a customer, and a merchant, and Katapult generally has no recourse to the merchant to collect the amount owed by the customer. Significant amounts of fraudulent cancellations or chargebacks and the potential cost of remediation could adversely affect Katapult’s business or financial condition. High profile fraudulent activity or significant increases in fraudulent activity could also lead to regulatory intervention, negative publicity, and the erosion of trust from Katapult’s customers and merchants, and could materially and adversely affect Katapult’s business, results of operations, financial condition, prospects, and cash flows.

Failure to adequately obtain, maintain, protect, defend and enforce Katapult’s intellectual property and other proprietary rights could harm Katapult’s business, operating results and financial condition.

Katapult’s business depends on intellectual property and proprietary technology and information, the protection of which is crucial to the success of Katapult’s business. Katapult’s relies on a combination of patent, copyright, trademark, and trade secret laws in the United States, as well as license agreements, confidentiality procedures, non-disclosure agreements, and other contractual protections, to obtain, maintain, protect, defend and enforce Katapult’s intellectual property and other proprietary rights, including Katapult’s proprietary technology, software, know-how, and brand.

Although Katapult takes steps to obtain, maintain, protect, defend and enforce its intellectual property and other proprietary rights, Katapult cannot be certain that the steps Katapult has taken will be sufficient or effective to prevent the unauthorized access, use, copying, reverse engineering, circumvention, infringement, misappropriation or other violation of Katapult’s intellectual property and proprietary technology and information, including by third parties who may use Katapult’s intellectual property or other proprietary rights to develop services that compete with Katapult’s. Katapult may not be able to register or enforce all of its trademarks or other intellectual property and other proprietary rights, any of which may be challenged by others.

Further, Katapult licenses certain technology, software, data and other intellectual property from third parties that are important to Katapult’s business. Katapult’s business may suffer if any current or future

 

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licenses or other grants of rights to Katapult terminate, if the licensors (or other applicable counterparties) fail to abide by the terms of the license or other applicable agreement, if the licensors fail to enforce the licensed intellectual property against infringing third parties or if the licensed intellectual property and other proprietary rights are found to be invalid or unenforceable.

Katapult has in the past, and may in the future, be accused of infringing intellectual property and other proprietary rights of third parties which may materially and adversely affect Katapult’s business, financial condition, and results of operations.

Third parties may claim that the technology used in the operation of Katapult’s business infringes upon their intellectual property and other proprietary rights. For example, on September 30, 2024, FlexShopper filed a complaint against Katapult in the United States District Court for the Eastern District of Texas Marshall Division. The complaint alleges patent infringement and seeks an injunction as well as damages for alleged lost profits and willfulness. On November 24, 2025, the court granted plaintiff’s counsel’s motion to withdraw due to “irreconcilable differences” and gave the plaintiff until January 20, 2026 to find new counsel. On December 23, 2025, the plaintiff filed for Chapter 11 protection in the U.S. Bankruptcy Court for the District of Delaware. On March 3, 2026, FlexShopper was sold to ReadySett, LLC, (“ReadySett”), a subsidiary of Snap Finance. Katapult had not recorded any loss contingencies associated with this litigation as loss was not probable and the amount was not reasonably estimable as of March 31, 2026. On June 5, 2026, Katapult entered into the Non-Exclusive Patent License Agreement with ReadySett, the current owner of the patents asserted in the litigation. The Non-Exclusive Patent License Agreement resolves the disputes in litigation and pursuant to such agreement, FlexShopper and ReadySett dismissed the claims brought in the lawsuit with prejudice on June 8, 2026. In accordance with the terms of the Non-Exclusive Patent License Agreement, Katapult shall cause a payment to be made to ReadySett in exchange for ReadySett, on behalf of itself, its successors and assigns, granting to Katapult, its affiliates and their successors and assigns, a nonexclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide license to Katapult’s products under the ReadySett patents that were the subject of the complaint. Katapult’s involvement in intellectual property disputes and any failure to adequately obtain, maintain, protect, defend and enforce its intellectual property and other proprietary rights may cause Katapult’s business, operating results and financial condition to suffer. In addition, during the course of this kind of litigation, there could be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of Katapult Common Stock.

The possibility of intellectual property claims against Katapult increases as Katapult continues to grow. Such claims, with or without merit, may result in Katapult’s expenditure of significant financial and management resources, injunctions against Katapult or payment of damages. Katapult may need to obtain licenses from third parties who allege that Katapult has infringed their rights, but such licenses may not be available on terms acceptable to Katapult or at all. Even if a license is available, Katapult could be required to pay significant royalties, which would increase Katapult’s operating expenses. As a result, Katapult may be required to develop alternative non-infringing technology, which could require significant effort and expense. These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims.

The outcome of any claims, investigations and proceedings is inherently uncertain, and in any event, defending against these claims could be both costly and time-consuming and could significantly divert the efforts and resources of Katapult’s management and other personnel. An adverse determination in any such litigation or proceedings could cause Katapult to pay damages, as well as legal and other costs, limit Katapult’s ability to conduct business or require Katapult to change the manner in which Katapult operates.

Katapult’s business is subject to the requirements of various federal, state and local laws and regulations, which can require significant compliance costs and expose Katapult to government investigations, significant additional costs, fines or other monetary penalties or settlements, and compliance-related burdens.

Katapult’s business is subject to extensive federal, state and local laws and regulations and an increased risk of regulatory actions as a result of the highly regulated nature of Katapult’s industry and the focus of state and federal enforcement agencies on the lease-to-own industry in particular. Any adverse change in

 

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applicable laws or regulations, the passage of unfavorable new laws or regulations, or the manner in which any applicable laws and regulations are interpreted or enforced could dictate changes to Katapult’s business practices that may be materially adverse to Katapult. Further, Katapult’s transactions and operations are subject to various federal and state laws and regulations which may result in significant compliance costs as well as expose Katapult to litigation. In particular, Katapult’s rental-purchase transactions and the customer-facing operations related thereto, such as collections and marketing, are subject to various other federal, state and/or local consumer protection laws. These laws, as well as the rental-purchase statutes under which Katapult operates, provide various remedies in connection with violations, including restitution and other monetary penalties and sanctions which in certain circumstances can be significant.

Katapult cannot determine with any degree of certainty whether any new laws or regulations will be enacted, or whether government agencies will initiate new or different interpretations of existing laws. The impact of new laws and regulations, or modifications by regulators concerning the interpretation or enforcement of existing laws, on Katapult’s business is not known; however, any such changes could materially and adversely impact Katapult’s business.

The laws and regulations applicable to Katapult’s operations are subject to agency, administrative and/or judicial interpretation. Some of these laws and regulations have been enacted only recently and/or may not yet have been interpreted or may be interpreted infrequently. As a result of non-existent or sparse interpretations, ambiguities in these laws and regulations may create uncertainty with respect to the requirements of any applicable laws and regulations. Any ambiguity under a law or regulation to which Katapult is subject may lead to regulatory investigations, governmental enforcement actions and private causes of action, such as class action lawsuits, with respect to Katapult’s compliance with such laws or regulations.

For information on data privacy and security laws, regulations, rules, standards and contractual obligations Katapult is, or may in the future become, subject to, and the associated risks to Katapult’s business, see the section titled “Risk Factors — Risks Related to Katapult — Katapult is subject to stringent and changing laws, regulations, rules, standards and contractual obligations related to data privacy and security, which could increase the cost of doing business, compliance risks and potential liability and otherwise negatively affect Katapult’s operating results and business regulations.”

Katapult is subject to sales, income and other taxes, which can be difficult and complex to calculate due to the nature of Katapult’s businesses. A failure to correctly calculate and pay such taxes, or an unfavorable outcome on uncertain tax positions Katapult may record from time to time, may result in substantial tax liabilities and a material adverse effect on several aspects of Katapult’s performance.

The application of indirect taxes, such as sales tax, continues to be a complex and evolving issue, particularly with respect to the lease-to-own industry generally and Katapult’s virtual lease-to-own business more specifically. Many of the fundamental statutes and regulations that impose these taxes were established before the growth of the lease-to-own industry and e-commerce and, therefore, in many cases it is not clear how existing statutes apply to Katapult’s business. In addition, governments are increasingly looking for ways to increase revenues, which has resulted in discussions about tax reform and other legislative action to increase tax revenues, including through indirect taxes. This also may result in other adverse changes in or interpretations of existing sales, income and other tax regulations. Further, Katapult may fail to allocate sales tax correctly which could result in over-reporting or under-reporting revenue and sales tax expense.

Katapult’s independent registered public accountants have issued a going concern opinion, and Katapult will not be able to achieve its objectives and will have to cease operations if Katapult cannot refinance its indebtedness and adequately fund its operations.

Katapult believes that it will not have sufficient cash available to repay its outstanding indebtedness if it were accelerated upon an event of default or at its scheduled maturity in December 2026 absent refinancing or extension. In addition, our credit facility contains financial covenants and future compliance with certain covenants may require additional waivers from the lender. There can be no assurance that we will be able to maintain compliance with these covenants or obtain such waivers. As a result of these conditions, Katapult’s independent registered public accountants issued an opinion in connection with the audit of

 

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Katapult’s financial statements for the fiscal year ended December 31, 2025, that includes an explanatory paragraph expressing substantial doubt about Katapult’s ability to continue as a going concern within one year after the date the financial statements are issued. The inclusion of an explanatory paragraph in the audit opinion regarding substantial doubt about Katapult’s ability to continue as a going concern may materially adversely affect Katapult’s share price and Katapult’s ability to raise new capital or to enter into critical contractual relationships with third parties.

While Katapult intends to refinance its indebtedness or otherwise extend, replace or refinance Katapult’s credit facility prior to its maturity, there can be no assurance that Katapult will be able to secure such financing or adequately fund its operations, and Katapult may be forced to liquidate its assets or discontinue its operations. The values Katapult receives for its assets in liquidation or dissolution could be significantly lower than the values reflected in its financial statements. Katapult’s financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should it be unable to continue as a going concern. If Katapult cannot continue as a going concern, its stockholders would likely lose most, if not all, of their investment in Katapult.

If Katapult fails to establish and maintain effective internal control over financial reporting, Katapult’s ability to accurately and timely report Katapult’s financial results could be adversely affected.

Katapult is required to comply with a variety of reporting, accounting and other rules and regulations. As a public reporting company subject to the rules and regulations established from time to time by the SEC and NASDAQ, Katapult is required to, among other things, establish and periodically evaluate procedures with respect to its disclosure controls and procedures. In addition, as a public company, Katapult is required to document and test its internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 so that Katapult’s management can certify, on an annual basis, that its internal control over financial reporting is effective. As such, Katapult maintains a system of internal control over financial reporting, but there are limitations inherent in internal control systems. A control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be appropriate relative to their costs. Furthermore, compliance with existing requirements is expensive and Katapult may need to implement additional finance and accounting and other systems, procedures and controls to satisfy its reporting requirements. Katapult has in the past, and may in the future, identify deficiencies in its internal controls that, individually or in the aggregate, constitute material weaknesses. If Katapult is not able to comply with the requirements of Section 404 in a timely manner or if Katapult or Katapult’s independent registered public accounting firm identify deficiencies in Katapult’s internal control over financial reporting that are deemed to be material weaknesses, Katapult could fail to meet its reporting obligations or they could result in material misstatements of Katapult’s financial statements, and Katapult could also be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources. If Katapult’s internal control over financial reporting is determined to be ineffective, such failure could cause investors to lose confidence in Katapult’s reported financial information, negatively affect the market price of Katapult Common Stock, subject Katapult to regulatory investigations and penalties, and adversely impact Katapult’s business and financial condition.

Changes to tax laws or exposure to additional tax liabilities may have a negative impact on Katapult’s operating results.

Continued developments in U.S. tax reform and changes to tax laws and rates in other jurisdictions where Katapult does business could adversely affect Katapult’s results of operations and cash flows. It is also possible that provisions of U.S. tax reform could be subsequently amended in a way that is adverse to Katapult.

In addition, Katapult may undergo tax audits in various jurisdictions in which it operates. Although Katapult believes that Katapult’s income tax provisions and accruals are reasonable and in accordance with U.S. GAAP, and that Katapult prepares its tax filings in accordance with all applicable tax laws, the final determination with respect to any tax audits and any related litigation, could be materially different from Katapult’s historical income tax provisions and accruals. The results of a tax audit or litigation could materially

 

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affect Katapult’s operating results and cash flows in the periods for which that determination is made. In addition, future period net income may be adversely impacted by litigation costs, settlements, penalties and interest assessments.

Katapult is subject to legal proceedings and claims from time to time that may seek material damages or otherwise may have a material adverse effect on Katapult’s business.

Katapult is subject to legal proceedings and claims from time to time that may seek material damages or otherwise may have a material adverse effect on Katapult’s business. See Note 10 — Commitments and Contingencies of the Katapult Consolidated Financial Statements included elsewhere in this proxy statement/​prospectus for more information. The costs Katapult incurs in defending itself or associated with settling any of these proceedings, as well as a material final judgment or decree against Katapult, could materially adversely affect Katapult’s financial condition by requiring the payment of the settlement amount, a judgment or the posting of a bond and/or such matters could otherwise materially and adversely impact Katapult’s business, including resulting in additional dilution if Katapult is obligated to issue shares to settle all or a portion of such legal proceedings.

In addition, others in Katapult’s industry have defended class action lawsuits alleging various regulatory violations and have paid material amounts to settle such claims. If Katapult is named in any such class action lawsuits or other legal proceedings, significant settlement amounts or final judgments could materially and adversely affect Katapult’s liquidity and capital resources.

To attempt to limit costly and lengthy customer, employee and other litigation, including class actions, Katapult requires its customers and employees to sign arbitration agreements, including class action waivers. In addition to opt-out provisions contained in such agreements, recent judicial and regulatory actions have attempted to restrict or eliminate the enforceability of such agreements and waivers. If Katapult is not permitted to use arbitration agreements and/or class action waivers, or if the enforceability of such agreements and waivers is restricted or eliminated, Katapult could incur increased costs to resolve legal actions brought by customers, employees and others, as Katapult would be forced to participate in more expensive and lengthy dispute resolution processes.

Uncertain market and economic conditions have had, and may in the future have, a material adverse effect on Katapult’s business, results of operation, financial condition and share price.

The global economy, including credit and financial markets, has experienced extreme volatility and disruptions, including heightened geopolitical tensions, imposition tariffs, severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, increases in inflation rates, higher interest rates and uncertainty about economic stability. For example, the ongoing military conflicts between Russia and Ukraine and in the Middle East, as well as the U.S. government’s introduction of trade policy actions that have increased import tariffs across a wide range of countries at various rates, with certain exemptions have had, and are expected to continue to have, global economic consequences. Any such volatility and disruptions may have a material adverse effect on Katapult or the third parties on whom Katapult relies. If the equity and credit markets deteriorate, including as a result of political unrest, trade disruptions, potential tariff and trade wars, or war, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive. Increased inflation rates can adversely affect Katapult by increasing its costs, including labor and employee benefit costs. In addition, higher inflation could also adversely affect discretionary spending for non-prime customers, which could reduce demand for Katapult’s products and services. Any significant increases in inflation and related increase in interest rates could have a material adverse effect on Katapult’s business, results of operations and financial condition and share price.

Failure to effectively manage Katapult’s costs could have a material adverse effect on its profitability.

Certain elements of Katapult’s cost structure are largely fixed in nature. Consumer spending remains uncertain, which makes it more challenging for Katapult to maintain or increase its operating margins. The competitive environment in Katapult’s industry and increasing price transparency means that the focus on achieving efficient operations is greater than ever. As a result, Katapult must continuously focus on managing its cost structure. Failure to manage Katapult’s overall cost of operations, labor and benefit rates,

 

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advertising and marketing expenses, operating leases, data costs, payment processing costs, cost of capital, or indirect spending could materially adversely affect its profitability.

Negative publicity about Katapult or Katapult’s industry could adversely affect Katapult’s business, results of operations, financial condition, and prospects.

Negative publicity about Katapult or Katapult’s industry, including the transparency, fairness, user experience, quality, and reliability of Katapult’s platform or lease-to-own platforms in general, effectiveness of Katapult’s risk model, Katapult’s ability to effectively manage and resolve complaints, Katapult’s data privacy and security practices, litigation, regulatory activity, misconduct by Katapult’s employees, funding sources, service providers, or others in Katapult’s industry, the experience of customers and investors with Katapult’s platform or services or lease-to-own platforms in general, even if inaccurate, could adversely affect Katapult’s reputation and the confidence in, and the use of, Katapult’s platform, which could harm Katapult’s reputation and cause disruptions to Katapult’s platform. For instance, in October 2020, a data breach broker purported to offer customer records from a number of companies, including Katapult, for sale on a hacker forum. Although Katapult determined with third party firms and its internal team that the compromised data did not include confidential proprietary or personal data, Katapult cannot guarantee that this publicity or any similar publicity in the future will not have a negative effect on Katapult’s business or reputation. Any such reputational harm could further affect the behavior of customers, including their willingness to utilize lease-to-own programs through Katapult’s platform or to make payments on their leases. As a result, Katapult’s business, results of operations, financial condition, and prospects would be materially and adversely affected.

Misconduct and errors by Katapult’s employees, vendors, and service providers could harm Katapult’s business and reputation.

Katapult is exposed to many types of operational risk, including the risk of misconduct and errors by Katapult’s employees, vendors, and other service providers. Katapult’s business depends on Katapult’s employees, vendors, and service providers to process a large number of increasingly complex transactions, including transactions that involve significant dollar amounts and lease-to-own transactions that involve the use and disclosure of personally identifiable information and business information. Katapult could be adversely affected if transactions were redirected, misappropriated, or otherwise improperly executed, personal and business information was disclosed to unintended recipients, or an operational breakdown or failure in the processing of other transactions occurred, whether as a result of human error, a purposeful sabotage or a fraudulent manipulation of Katapult’s operations or systems. In addition, the manner in which Katapult stores and uses certain personal data and interacts with customers and merchants through Katapult’s platform is governed by various federal and state laws. If any of Katapult’s employees, vendors, or service providers take, convert, or misuse funds, documents, or data, or fail to follow protocol when interacting with customers and merchants, Katapult could be liable for damages and subject to regulatory actions and penalties. Katapult could also be perceived to have facilitated or participated in the illegal misappropriation of funds, documents, or data, or the failure to follow protocol, and therefore be subject to civil or criminal liability. For example, Katapult’s operations are subject to certain laws generally prohibiting companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, such as the U.S. Foreign Corrupt Practices Act, and similar anti-bribery laws in other jurisdictions. Violations by Katapult’s employees, contractors or agents of policies and procedures Katapult has implemented to ensure compliance with these laws could subject Katapult to civil or criminal investigations in the United States and in other jurisdictions, could lead to substantial civil and criminal, monetary and non-monetary penalties, and related shareholder lawsuits, could cause Katapult to incur significant legal fees, and could damage Katapult’s reputation. It is not always possible to identify and deter misconduct or errors by employees, vendors, or service providers, and the precautions Katapult takes to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses. Any of these occurrences could result in Katapult’s diminished ability to operate Katapult’s business, potential liability to customers and merchants, inability to attract future customers and merchants, reputational damage, regulatory intervention, and financial harm, which could negatively impact Katapult’s business, results of operations, financial condition, and prospects.

 

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The loss of the services of any of Katapult’s leadership team could materially and adversely affect Katapult’s business, results of operations, financial condition, and prospects.

The experience of Katapult’s leadership team are valuable assets to Katapult. Katapult’s leadership team has significant experience in the financial technology industry and would be difficult to replace. Competition for senior executives in Katapult’s industry is intense, and Katapult may not be able to attract and retain qualified personnel to replace or succeed any of its leaders. Failure to retain or recruit leadership team members could have a material adverse effect on Katapult’s business, results of operations, financial condition, and prospects.

Katapult’s business depends on its ability to attract and retain highly skilled employees.

Katapult’s future success depends on its ability to identify, hire, develop, motivate, and retain highly qualified personnel for all areas of its organization, in particular, a highly experienced sales force, data scientists, and engineers. Competition for these types of highly skilled employees, is extremely intense. Trained and experienced personnel are in high demand and may be in short supply. Many of the companies with which Katapult competes for experienced employees have greater resources than Katapult does and may be able to offer more attractive terms of employment. Katapult’s recent refinancing of its Blue Owl debt with more restrictive terms and conditions, has caused Katapult to reduce expenses, in some cases, directly related to employees. In addition, Katapult invests significant time and expense in training its employees, which increases their value to competitors that may seek to recruit them. Katapult may not be able to attract, develop, and maintain the skilled workforce necessary to operate its business, and labor expenses may increase as a result of a shortage in the supply of qualified personnel. If Katapult is unable to maintain and build its highly experienced sales force, or is unable to continue to attract experienced engineering and technology personnel, as well as other qualified employees, Katapult’s business, results of operations, financial condition, and prospects could be materially and adversely affected.

The price of Katapult’s securities may change significantly in the future and stockholders could lose all or part of their investment as a result.

The trading price of Katapult Common Stock is likely to be volatile and the trading price of Katapult’s securities have experienced extreme volatility and a significant decline. The securities markets have experienced significant volatility as macroeconomic conditions, such as high inflation and the ongoing geopolitical conflicts including those between Russia and Ukraine and in the Middle East. Market volatility, as well as general economic, market, or political conditions, could reduce the market price of shares of Katapult Common Stock regardless of Katapult’s operating performance. Katapult’s operating results have been below and could continue to be below the expectations of public market analysts and investors due to a number of potential factors, including:

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results of operations that vary from the expectations of securities analysts and investors;

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results of operations that vary from those of Katapult’s competitors;

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factors affecting consumer spending that are not under Katapult’s control;

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changes in expectations as to Katapult’s future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

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declines in the market prices of stocks generally;

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strategic actions by Katapult or Katapult’s competitors;

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announcements by Katapult or Katapult’s competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;

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any significant change in Katapult’s management;

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changes in general economic or market conditions or trends in Katapult’s industry or markets;

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changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to Katapult’s business;

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•

future sales or issuances of Katapult Common Stock (including upon the exercise of warrants, or upon conversion of the Katapult Convertible Preferred Stock) or other securities;

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investor perceptions or the investment opportunity associated with Katapult Common Stock relative to other investment alternatives;

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the public’s response to press releases or other public announcements by Katapult or third parties, including Katapult’s filings with the SEC;

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litigation involving Katapult, Katapult’s industry, or both, or investigations by regulators into Katapult’s operations or those of Katapult’s competitors;

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guidance, if any, that Katapult provides to the public, any changes in this guidance or Katapult’s failure to meet this guidance;

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the development and sustainability of an active trading market for Katapult’s stock;

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actions by institutional or activist stockholders;

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changes in accounting standards, policies, guidelines, interpretations or principles; and

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other events or factors, including those resulting from natural disasters, geopolitical conflict (including the conflict involving Russia and Ukraine and the conflicts in the Middle East), pandemics, acts of terrorism or responses to these events.

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These broad market and industry fluctuations may adversely affect the market price of Katapult Common Stock, regardless of Katapult’s actual operating performance. In addition, price volatility may be greater if the public float and trading volume of Katapult Common Stock is low.

Katapult will continue to incur significant costs as a result of operating as a public company, and Katapult’s management will continue to devote substantial time to managing new compliance initiatives.

As a public company, Katapult’s will continue to incur significant legal, accounting and other expenses that Katapult did not incur as a private company, and these expenses may increase now that Katapult is no longer an emerging growth company, as defined in Section 2(a) of the Securities Act. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of NASDAQ and other applicable securities rules and regulations impose various requirements on public companies. Katapult’s management and other personnel will need to continue to devote a substantial amount of time to these compliance initiatives. The increased costs will impact Katapult’s financial position. These rules and regulations may make it more difficult and more expensive for Katapult to obtain director and officer liability insurance and Katapult may be forced to accept reduced policy limits, higher retention levels, or incur substantially higher costs to maintain the same or similar coverage. Katapult cannot predict or estimate the amount or timing of additional costs Katapult may incur to respond to these requirements.

Because there are no current plans to pay cash dividends on Katapult Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your Katapult Common Stock for a price greater than that which you paid for it.

Katapult intends to retain future earnings, if any, for future operations, expansion and debt repayment and there are no current plans to pay any cash dividends for the foreseeable future. The declaration, amount and payment of any future dividends on shares of Katapult Common Stock will be at the sole discretion of Katapult’s board of directors. Katapult’s board of directors may take into account general and economic conditions, Katapult’s financial condition and results of operations, Katapult’s available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the payment of dividends by Katapult to Katapult’s stockholders or by Katapult’s subsidiaries to Katapult and such other factors as Katapult’s board of directors may deem relevant. Holders of the Katapult Convertible Preferred Stock are entitled to participate in and receive any dividends declared or paid on Katapult Common Stock on an as-converted basis, and no dividends may be paid to holders of Katapult Common Stock unless full participating dividends are concurrently paid to holders of the Katapult Convertible Preferred Stock, which may affect the amount and payment of any future dividends on shares of Katapult Common Stock if the Hawthorn Preferred Stock Exchange is not consummated. In

 

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addition, Katapult’s ability to pay dividends on Katapult Common Stock is limited by covenants of Katapult’s existing and outstanding indebtedness and may be limited by covenants of any future indebtedness that Katapult incurs. As a result, you may not receive any return on an investment in Katapult Common Stock unless you sell Katapult Common Stock for a price greater than that which you paid for it.

If securities analysts do not publish research or reports about Katapult’s business or if they downgrade Katapult’s stock or Katapult’s sector, Katapult’s stock price and trading volume could decline.

The trading market for Katapult Common Stock will rely in part on the research and reports that industry or financial analysts publish about Katapult or Katapult’s business. Katapult will not control these analysts. In addition, some financial analysts may have limited expertise with Katapult’s model and operations. Furthermore, if one or more of the analysts who cover Katapult downgrade Katapult’s stock or industry, or the stock of any of Katapult’s competitors, or publish inaccurate or unfavorable research about Katapult’s business, the price of Katapult’s stock could decline. If one or more of these analysts ceases coverage of Katapult or fails to publish reports on it regularly, Katapult could lose visibility in the market, which in turn could cause its stock price or trading volume to decline.

Future sales, or potential future sales, by Katapult or Katapult’s stockholders in the public market could cause the market price for Katapult Common Stock to decline.

The sale of shares of Katapult Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of Katapult Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for Katapult to sell equity securities in the future at a time and at a price that it deems appropriate.

Common stock reserved for future issuance under Katapult’s equity incentive plans will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements, lock-up agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable. As of March 31, 2026, there were 433,922 shares of common stock available for future issuance under Katapult’s 2021 equity incentive plan.

On November 3, 2025, Katapult entered into certain registration rights agreements with Hawthorn pursuant to which Katapult agreed to file a registration statement covering the resale of the shares of Katapult Common Stock issuable upon conversion of the Katapult Convertible Preferred Stock.

In the future, Katapult’s may also issue securities in connection with investments or acquisitions. The amount of shares of common stock issued in connection with an investment or acquisition could constitute a material portion of Katapult’s then-outstanding shares of common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to Katapult’s stockholders.

Outstanding warrants are exercisable for shares of Katapult Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to Katapult’s existing stockholders.

On October 31, 2019, Katapult entered into a warrant agreement, with FinServ Acquisition Corp., which entitles each warrant holder thereof to purchase 1/25th of a share of Katapult Common Stock at a price of $287.50 per whole share, subject to adjustment. Warrants may be exercised only for a whole number of shares of common stock. In addition, Hawthorn currently owns warrants to purchase up to 160,000 shares of Katapult’s common stock at an exercise price of $0.25 per share, which are vested and 486,264 shares of Katapult’s common stock at an exercise price of $0.01 per share which are vested.

The issuances of Katapult Common Stock upon the exercise of outstanding warrants will result in a significant increase in the number of shares of common stock outstanding, which means that Katapult’s existing stockholders will own a smaller ownership interest in Katapult, experience substantial dilution and have less ability to influence significant decisions requiring stockholder approval. If the holders of outstanding warrants exercise such warrants, Katapult’s stockholders will experience substantial dilution and Katapult may experience volatility in the price of Katapult Common Stock. Sales of substantial numbers of such shares in the public market could adversely affect the market price of Katapult Common Stock.

 

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Katapult will likely incur increased costs and devote additional management time to public company reporting and compliance obligations as a result of exiting “emerging growth company” status.

Katapult no longer qualifies as an emerging growth company under the Jumpstart Our Business Startups Act (Katapult’s eligibility to qualify as an emerging growth company ended on December 31, 2024). While Katapult was an emerging growth company, it was able to take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including reduced disclosure obligations regarding executive compensation in Katapult’s periodic reports and proxy statements and exemptions from the requirements of holding nonbinding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Now that Katapult has exited emerging growth company status and Katapult is no longer eligible to take advantage of the corresponding exemptions, Katapult expects its management and other personnel to devote more time and Katapult to incur additional costs to comply with the more stringent reporting requirements applicable to companies that are not emerging growth companies. Katapult expects that compliance with these requirements will increase Katapult’s legal and financial compliance costs and will make some activities more time consuming and costly. Katapult cannot predict or estimate the amount of additional costs Katapult may incur as a result of its exit from emerging growth company status, or the timing of the incurrence of such costs. Further, in the event that in the future Katapult was to no longer be eligible to qualify as a “smaller reporting company,” and/or if Katapult becomes subject to the requirements applicable to accelerated filers or large accelerated filers, including complying with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, Katapult’s compliance burdens and expenses will further increase. In addition, and as a general matter, Katapult expects the foregoing public company rules and regulations to make it more difficult and more expensive for Katapult to obtain director and officer liability insurance. Katapult’s management and other personnel will need to devote a substantial amount of time to ensure that Katapult complies with all of these requirements and to keep pace with new regulations, otherwise Katapult may fall out of compliance and risk becoming subject to litigation or being delisted, among other potential consequences.

Anti-takeover provisions in Katapult’s organizational documents could delay or prevent a change of control.

Certain provisions of the Katapult Charter and the Katapult Bylaws have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by Katapult’s stockholders.

These provisions provide for, among other things:

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the ability of Katapult’s board of directors to issue one or more series of preferred stock;

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advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at Katapult’s annual meetings;

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certain limitations on convening special stockholder meetings;

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limiting the ability of stockholders to act by written consent; and

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Katapult’s board of directors have the express authority to make, alter or repeal the Katapult Bylaws.

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These anti-takeover provisions could make it more difficult for a third party to acquire Katapult, even if the third party’s offer may be considered beneficial by many of Katapult’s stockholders. As a result, Katapult’s stockholders may be limited in their ability to obtain a premium for their shares. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause Katapult to take other corporate actions you desire.

The Katapult Charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by Katapult’s stockholders, which could limit Katapult’s stockholders’ ability to obtain a favorable judicial forum for disputes with Katapult or Katapult’s directors, officers, employees or stockholders.

The Katapult Charter provides that, subject to limited exceptions, any (1) derivative action or proceeding brought on behalf of Katapult, (2) action asserting a claim of breach of a fiduciary duty owed by any director,

 

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officer, stockholder or employee to Katapult or Katapult’s stockholders, (3) action asserting a claim arising pursuant to any provision of the DGCL or the Katapult Charter or the Katapult Bylaws, or (4) action asserting a claim governed by the internal affairs doctrine shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware. Any person or entity purchasing or otherwise acquiring any interest in shares of Katapult’s capital stock shall be deemed to have notice of and to have consented to the provisions of the Katapult Charter described above. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Katapult or Katapult’s directors, officers or other employees, which may discourage such lawsuits against Katapult and Katapult’s directors, officers and employees. Alternatively, if a court were to find these provisions of the Katapult Charter inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, Katapult may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect Katapult’s business and financial condition.

Risks Relating to CCFI