UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 6, 2025, Katapult Holdings, Inc., a Delaware corporation (the “Company” or “Katapult”) held a special meeting of stockholders (the “Special Meeting”) as a virtual meeting, conducted via live webcast, in connection with the proposals described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 26, 2025 (the “Proxy Statement”) and first mailed to stockholders on or about June 26, 2025. Each proposal (individually a “Proposal” and, collectively, the “Proposals”) voted upon at the Special Meeting is described in detail in the Proxy Statement and the final voting results are indicated below.
As of the close of business on June 16, 2025, the record date for the Special Meeting, there were 4,266,753 shares outstanding of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) entitled to vote. A total of 2,922,298 shares of Common Stock, representing approximately 68.48% of the outstanding shares of Common Stock entitled to vote, were present in person or by proxy, constituting a quorum.
The voting results, as certified in the Final Report of the Inspector of Election, are as follows:
Proposal 1. The Nasdaq Proposal – To approve, for purposes of complying with Nasdaq Listing Rules, including, but not limited to, Rules 5635(b) and (d), the issuance of shares of our Common Stock issuable upon the exercise of the Warrants and upon the Term Loan Conversion. The proposal was approved by the following votes:
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Common Stock Votes For |
Common Stock Votes Against |
Common Stock Abstentions |
Common Stock Broker Non-Votes | ||||||
| 2,901,474 | 20,103 | 721 | |||||||
Proposal 2. Adjournment Proposal – To vote to adjourn or postpone the Special Meeting, if necessary to solicit additional proxies if there are not sufficient votes in favor of the Nasdaq Proposal. The proposal was approved by the following votes:
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Common Stock Votes For |
Common Stock Votes Against |
Common Stock Abstentions |
Common Stock Broker Non-Votes | ||||||
| 2,903,774 | 17,793 | 731 | |||||||
However, because the Nasdaq Proposal was approved, further adjournment of the Special Meeting was not necessary to continue to solicit additional proxies and, accordingly, the Special Meeting was not further adjourned.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | August 8, 2025 | /s/ Orlando Zayas | |
| Name: | Orlando Zayas | ||
| Title: | Chief Executive Officer | ||