0001628280-24-018791.txt : 20240429 0001628280-24-018791.hdr.sgml : 20240429 20240429081744 ACCESSION NUMBER: 0001628280-24-018791 CONFORMED SUBMISSION TYPE: DEFR14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240429 DATE AS OF CHANGE: 20240429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Katapult Holdings, Inc. CENTRAL INDEX KEY: 0001785424 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 842704291 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFR14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39116 FILM NUMBER: 24886706 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS 11TH FL CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2123701300 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS 11TH FL CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: FinServ Acquisition Corp. DATE OF NAME CHANGE: 20190814 DEFR14A 1 kplt2024proxyamendmentno1.htm DEFR14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. 1)
___________________________________

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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

Katapult Holdings, Inc.
_________________________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)

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

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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KATAPULT HOLDINGS, INC.
AMENDMENT TO DEFINITIVE PROXY STATEMENT
RELATING TO THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 5, 2024



EXPLANATORY NOTE

This Amendment No. 1 to Schedule 14A (this “Amendment No. 1”) is being filed to amend the definitive proxy statement (the “Proxy Statement”) of Katapult Holdings, Inc. (the “Company”) filed with the Securities and Exchange Commission on April 26, 2024 for its 2024 Annual Meeting of Stockholders to be held on June 5, 2024. This Amendment No. 1 is being filed solely to include Appendix A, a reconciliation of net loss to adjusted EBITDA, as calculated for purposes of the Company’s 2023 Short Term Incentive Plan (the “STIP”) and the 2023 performance stock units (the “PSUs”) granted to its chief financial officer. Appendix A is provided in full below. Except as specifically discussed in this Explanatory Note, this Amendment No. 1 does not otherwise modify or update any other disclosures present in the Proxy Statement.

APPENDIX A

The following table reflects the reconciliation of net loss to adjusted EBITDA, as calculated for purposes of the 2023 STIP and 2023 PSUs:
(dollars in thousands)

Year Ended December 31, 2023
Net loss$(36,666)
Add back:
Interest expense and other fees17,822
Interest income(1,697)
Change in fair value of warrant liability(807)
Provision for income taxes165
Depreciation and amortization on property and equipment and capitalized software1,133
Provision for impairment of leased assets1,727
Loss on partial extinguishment of debt2,391
Stock-based compensation expense7,034
Litigation expense, net7,000
Severance882
Other one-time expenses164
Adjusted EBITDA$(852)