Form SCHEDULE 13D/A Katapult Holdings, Inc. Filed by: HHCF Series 21 Sub, LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Katapult Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Lane Risser 88 West Mound Street, Columbus, OH, 43215 614-634-9100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/10/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
HHCF Series 21 Sub, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
645,247.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
12.98 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Based on 4,972,405 shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the Securities and Exchange Commission on August 4, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
HHCF Series 21 Sub Holdco, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
645,247.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.98 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Based on 4,972,405 shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the Securities and Exchange Commission on August 4, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Hawthorn Horizon Credit Fund, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
645,247.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.98 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Based on 4,972,405 shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the Securities and Exchange Commission on August 4, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Lane Risser | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
645,247.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.98 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Based on 4,972,405 shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the Securities and Exchange Commission on August 4, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Katapult Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
5360 Legacy Drive, Building 2, Plano,
TEXAS
, 75024. | |
Item 1 Comment:
By this Amendment No. 2, HHCF Series 21 Sub, LLC ("HHCF Sub") and the other Reporting Persons amend and supplement the responses to Item 4 of the Statement on Schedule 13D (the "Original Schedule 13D", as amended and supplemented through the date of this Amendment No. 2, the "Schedule 13D"), filed with respect to the shares of common stock, par value $0.0001 per share, of Katapult Holdings, Inc (the "Issuer"). Capitalized terms not otherwise defined have the meanings set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Pursuant to the Side Letter, (i) on August 11, 2026, effective as of immediately prior to the Aaron's MIP Exchange, HHCF sold to the Issuer all 65,000 shares of the Issuer's Preferred Stock held by HHCF pursuant to the Investment Agreements (collectively, the "Outstanding Preferred Shares"), and all such shares of the Issuer's Preferred Stock were deemed automatically repurchased by the Issuer, effective immediately prior to the Aaron's MIP Exchange and without the further action of the Issuer, HHCF or any other person, at a price per share of the Issuer's Preferred Stock equal to the "Liquidation Preference" (as defined in the Preferred Stock Certificates of Designations) of such share of the Issuer at the "Close of Business" on the "Business Day" (as each such term is defined in the Preferred Stock Certificates of Designations) immediately preceding the Aaron's MIP Exchange, plus any accrued and unpaid "Regular Dividends" (as defined in the Preferred Stock Certificates of Designations) thereon, to, but excluding, the "Business Day" (as defined in the Preferred Stock Certificates of Designations) immediately preceding the Aaron's MIP Exchange (but only to the extent such accumulated and unpaid Regular Dividends are not included in such Liquidation Preference) (such aggregate purchase price for the Outstanding Preferred Shares, the "Aggregate Conversion Amount"), which purchase price was paid by the issuance of a new debt instrument with an initial principal amount equal to the Aggregate Conversion Amount by a subsidiary of the Issuer; (ii) on August 10, 2026, HHCF exercised the Warrants on a cashless basis in full for an aggregate of 645,247 shares of the Issuer's Common Stock; and (iii) the Director Nomination Agreement terminated, effective as of immediately prior to the Aaron's MIP Exchange. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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