kplt-20250604

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2025


KATAPULT HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware

001-39116

84-2704291

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


5360 Legacy Drive, Building 2 Plano, TX						75024
(Address of principal executive offices)						(Zip Code)


(833) 528-2785
(Registrant’s telephone number, including area code:)


Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on
Which Registered

Common Stock, par value $0.0001 per share

KPLT

The Nasdaq Stock Market LLC

Redeemable Warrants

KPLTW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 6, 2025, Katapult Holdings, Inc., a Delaware corporation (the “Company” or “Katapult”) held an annual meeting of stockholders (the “Annual 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 April 24, 2025 (the “Proxy Statement”) and first mailed to stockholders on or about April 21, 2025. Each proposal (individually a “Proposal” and, collectively, the “Proposals”) voted upon at the Annual Meeting is described in detail in the Proxy Statement and the final voting results are indicated below.

As of the close of business on April 10, 2024, the record date for the Annual Meeting, there were 4,186,207 shares outstanding of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) entitled to vote. A total of 3,238,260 shares of Common Stock, representing approximately 77.35% 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. Election of Directors – To elect Mr. Chris Masto Class I Director to the Board of Directors (the "Board"), to serve until the Company's 2028 Annual Meeting of Stockholders and until their successors are elected and qualified. The proposal was approved by the following votes for each nominee:

Director

Common Stock

Votes For

Common Stock

Votes Withheld

Common Stock

Broker Non-Votes

Chris Masto

2,522,364

47,453

668,443

Proposal 2. Ratification of the Appointment of Independent Registered Public Accounting Firm – To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The appointment was ratified by the following votes:


Common Stock Votes For		Common Stock Votes Against		Common Stock Abstentions		Common Stock Broker Non-Votes
	3,229,953		7,754		553

Proposal 3. Approval, on a Non-Binding Advisory Basis, of Executive Compensation – To approve on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The proposal was approved by the following votes:


Common Stock Votes For		Common Stock Votes Against		Common Stock Abstentions		Common Stock Broker Non-Votes
	2,428,108		139,832		1,877		668,443

Proposal 4. Approval, on a Non-Binding Advisory Basis, the Frequency of Advisory Votes of Executive Compensation – To approve on a non-binding advisory basis, the frequency of advisory votes of executive compensation. The votes on frequency of pay were as follows:


Every Year		Every Two Years		Every Three Years		Abstentions
	2,552,994		1,836		9,814		5,173

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:

June 5, 2025

/s/ Orlando Zayas

Name:

Orlando Zayas

Title:

Chief Executive Officer