{"url_path":"/sec/kplt/8-k/2026-08-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1785424/0001104659-26-094116-index.html","accession_number":"0001104659-26-094116","cik":"0001785424","ticker":"KPLT","issuer_name":"Katapult Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1785424/0001104659-26-094116-index.html","primary_entity_key":"0001785424","primary_entity_name":"Katapult Holdings, Inc."},"word_count":1850,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement**\n\n \n\n*TopCo Term Loan Agreement*\n\n \n\nIn connection with the Closing (as defined below),\non August 11, 2026, Katapult Intermediate Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of Katapult\nHoldings, Inc. (“Katapult”), as borrower (the “TopCo Borrower”), entered into a Term Loan Agreement\n(the “TopCo Term Loan Agreement”) with Katapult, the subsidiaries of the TopCo Borrower from time to time party thereto,\nas subsidiary guarantors, the lenders from time to time party thereto, and BP Commercial Funding Trust III, Series SPL-XIV, a statutory\nseries of BP Commercial Funding Trust III, a Delaware statutory trust, as administrative agent and documentation agent (in such capacities,\nthe “TopCo Agent”). The TopCo Term Loan Agreement provides for senior secured term loan facilities in an aggregate\nprincipal amount of up to $200.0 million, consisting of (i) an initial term loan facility in an aggregate principal amount of approximately\n$122.0 million, which was funded in full on August 11, 2026, and (ii) a delayed draw term loan facility in an aggregate principal\namount of up to approximately $78.0 million. Delayed draw term loans may be borrowed during the period commencing on August 11, 2026\nand ending on the earliest of August 11, 2028, the date on which a cease funding event occurs (subject to applicable cure provisions)\nand the date on which the delayed draw commitments have been fully drawn, terminated or reduced to zero.\n\n \n\nBorrowings under the TopCo Term Loan Agreement\nbear interest at a rate of 15.0% per annum payable in cash and 5.0% per annum payable as paid-in-kind (“PIK”) interest. The\nPIK interest accruing on each remittance date is required to be capitalized and added to the outstanding principal amount of the loans.\n\n \n\nAll obligations under the TopCo Term Loan Agreement,\nincluding the outstanding legal balance of all term loans, are due and payable in full on the maturity date, which is the earlier of (i) August 11,\n2029 and (ii) the date of acceleration of the obligations following an event of default. The TopCo Borrower may voluntarily prepay\nthe initial term loan or any delayed draw term loan in whole, subject to payment of a prepayment fee. The TopCo Term Loan Agreement also\nrequires mandatory prepayments in connection with certain asset dispositions, casualty, condemnation or similar events, certain issuances\nof indebtedness and sale and leaseback transactions, in each case subject to specified thresholds, exceptions and reinvestment rights.\n\n \n\nThe obligations under the TopCo Term Loan Agreement\nare guaranteed by Katapult, and by the subsidiary guarantors from time to time party thereto. The obligations are secured pursuant to\nthe collateral documents, including a Security Agreement, dated as of August 11, 2026, among Katapult, the TopCo Borrower, the other\ngrantors party thereto and the TopCo Agent, under which the grantors granted a first-priority security interest in substantially all of\ntheir personal property, subject to permitted liens (the “TopCo Security Agreement”).\n\n \n\nThe TopCo Term Loan Agreement contains certain\ncustomary representations and warranties and events of default. The TopCo Term Loan Agreement also contains certain financial covenants,\neach as defined in the TopCo Term Loan Agreement, including maintaining a minimum Interest Coverage Ratio, a maximum Leverage Ratio, and\na Liquidity level (each as measured at the end of each fiscal quarter). In addition, the TopCo Term Loan Agreement contains customary\naffirmative covenants, including reporting requirements, delivery of a semi-annual business plan, maintenance of existence, properties\nand insurance, and inspection rights. It also contains customary negative covenants that, subject to specified exceptions, limit the ability\nof Katapult, the TopCo Borrower and their restricted subsidiaries to incur liens and indebtedness, make investments and restricted payments,\neffect dispositions and sale and leaseback transactions, enter into transactions with affiliates, enter into burdensome agreements, form\nforeign subsidiaries, and amend material documents. If an event of default occurs and is continuing, the TopCo Agent may, at the request\nof or with the consent of the required lenders, terminate the commitments and declare all outstanding obligations immediately due and\npayable.\n\n \n\n*MidCo Term Loan Agreement*\n\n \n\nAdditionally, in connection with the Closing, on\nAugust 11, 2026, Katapult MidCo, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Katapult, as\nborrower (the “MidCo Borrower”), entered into a Term Loan Agreement (the “MidCo Term Loan Agreement”)\nwith the lenders from time to time party thereto and HHCF Series 21 Sub, LLC, a Delaware limited liability company (“Hawthorn”),\nas administrative agent (in such capacity, the “MidCo Agent”). The MidCo Term Loan Agreement provides for a senior\nsecured term loan facility in an aggregate principal amount of approximately $75.0 million, the proceeds of which were used to fund the\naggregate purchase price payable in connection with the repurchase by Katapult of 65,000 shares of its preferred stock previously issued\nto Hawthorn.\n\n \n\n \n\n \n\n \n\nBorrowings under the MidCo Term Loan Agreement\nbear interest at a rate of 15.0% per annum. Upon request by the MidCo Borrower and approval by the MidCo Agent in its sole discretion,\naccrued interest may be paid as PIK interest and added to the principal amount of the term loan on each remittance date. All obligations\nunder the MidCo Term Loan Agreement are due and payable in full on November 3, 2030. The MidCo Borrower may voluntarily prepay the\nterm loan in whole or in part, provided that each such prepayment must be in an amount of at least $250,000. The MidCo Term Loan Agreement\nalso requires mandatory prepayments in connection with specified dispositions and casualty, condemnation or similar events and specified\nissuances of indebtedness, subject to specified thresholds, exceptions and, for certain proceeds, reinvestment rights.\n\n \n\nThe obligations under the MidCo Term Loan Agreement\nare guaranteed by TopCo Borrower and each subsidiary of the MidCo Borrower that executes a joinder agreement following the closing date.\nTopCo Borrower’s guaranty obligations are subordinated to the obligations owing under the TopCo Term Loan Agreement pursuant to\nthe terms of its guaranty. The obligations under the MidCo Term Loan Agreement are secured pursuant to a Security Agreement among the\nMidCo Borrower, each other grantor party thereto and the MidCo Agent, under which the grantors granted a security interest in substantially\nall of their personal property (the “MidCo Security Agreement”).\n\n \n\nThe MidCo Term Loan Agreement contains certain\ncustomary representations and warranties and events of default. The MidCo Term Loan Agreement also contains a minimum liquidity financial\ncovenant measured as of the last business day of each calendar week, along with customary additional affirmative and negative covenants.\nIf an event of default occurs and is continuing, the MidCo Agent may terminate the commitments and declare all obligations immediately\ndue and payable, and in the case of specified insolvency events such termination and acceleration occur automatically.\n\n \n\n*Amendments to Existing Asset-Based Facility*\n\n \n\nPrior to the Closing, on August 10, 2026,\nKatapult SPV-1 LLC, as borrower, Katapult Group, Inc., Katapult MidCo, LLC, Katapult, the lenders party thereto and Midtown Madison\nManagement LLC, as administrative, payment and collateral agent, entered into a Joinder (the “SPV Joinder Agreement”)\nto the Amended and Restated Loan and Security Agreement and Release Agreement, dated as of June 12, 2025 (the “Amended and\nRestated Loan and Security Agreement”), as amended, pursuant to which the lenders thereunder made available to Katapult SPV-1\nLLC a senior secured revolving loan facility in a maximum principal amount of up to the maximum revolving loan amount specified therein.\n\n \n\nPursuant to the SPV Joinder Agreement, Katapult\nMidCo, LLC joined the Amended and Restated Loan and Security Agreement, assumed all of the obligations of a payment guarantor and an indemnity\nguarantor thereunder, and became a credit party and guarantor for all purposes of the loan documents; and Katapult was released from its\nobligations under the Amended and Restated Loan and Security Agreement and the related loan documents, subject to specified surviving\nobligations.\n\n \n\nConcurrently with the SPV Joinder Agreement, Katapult\nGroup, Inc. and Katapult MidCo, LLC entered into an Amended and Restated Corporate Guaranty and Security Agreement, dated as of August 10,\n2026 (the “Amended and Restated Corporate Guaranty and Security Agreement”), in favor of Midtown Madison Management\nLLC, as agent, under which the guarantors guarantee the obligations under the Amended and Restated Loan and Security Agreement and grants\na first-priority security interest in substantially all of their assets.\n\n \n\n*Seventh Amendment to Master Loan and Security Agreement*\n\n \n\nOn August 7, 2026, TMX MP SPE, LLC, a Delaware limited liability company\nand wholly-owned subsidiary of CCFI (as defined below) (“TMX SPE”), entered into a Seventh Amendment to Master Loan\nand Security Agreement (the “Seventh Amendment”) with each of the lenders party thereto (the “Lenders”)\nand BP Commercial Funding Trust II, Series SPL-XVI, a statutory series of BP Commercial Funding Trust II, a Delaware statutory trust,\nfor itself and for no other series of BP Commercial Funding Trust II, as administrative agent (in such capacity, the “Administrative\nAgent”). The Seventh Amendment amends that certain Master Loan and Security Agreement, dated as of February 10, 2023 (the “Master\nLoan and Security Agreement,” and as subsequently amended, the “TMX ABL Credit Facility”).\n\n \n\nAmong other things, the Seventh Amendment: (i) extends the scheduled\ndraw period termination date from August 10, 2026 to December 31, 2027, subject to earlier termination upon an unwaived cease funding\nevent and any further extension requested by TMX SPE and approved by each Lender, in accordance with the TMX ABL Credit Facility; (ii)\nextends the lockout expiration date from June 10, 2026 to January 1, 2027, after which TMX SPE may prepay all, but not less than all,\nof the outstanding legal balance without premium or penalty, but only if TMX SPE provides the Administrative Agent with at least 30 days’\nadvance written notice; (iii) resets the specified legacy loan balances as of August 7, 2026, consisting of a Class A legacy balance of\napproximately $14.9 million, a newly established Class B legacy balance of approximately $22.2 million and a Class C legacy balance of\napproximately $75.1 million; (iv) reduces the minimum liquidity financial covenant under the TMX ABL Credit Facility to $17.5 million,\ntested as of the end of each calendar month, and adds financial covenants relating to CCFI and its subsidiaries; and (v) updates the financial\nreporting covenants to reflect the Closing. The Seventh Amendment and the TMX ABL Credit Facility, as amended thereby, contain certain\ncustomary representations and warranties and events of default.\n\n \n\nThe foregoing descriptions of the TopCo Term\nLoan Agreement, the TopCo Security Agreement, the MidCo Term Loan Agreement, the MidCo Security Agreement, the SPV Joinder\nAgreement, the Amended and Restated Loan and Security Agreement, the Amended and Restated Corporate Guaranty and Security Agreement, and the Seventh Amendment\ndo not purport to be complete and are qualified in their entirety by reference to the TopCo Term Loan Agreement, the TopCo Security\nAgreement, the MidCo Term Loan Agreement, the MidCo Security Agreement, the SPV Joinder Agreement, the Amended and Restated Loan and\nSecurity Agreement, the Amended and Restated Corporate Guaranty and Security Agreement, and the Seventh Amendment which are\nattached to this Current Report on Form 8-K as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7 and 10.8, respectively, and\nincorporated herein by reference."}