{"url_path":"/sec/kplt/8-k/2026-08-11/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities**","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":421,"has_tables":true,"body_markdown":"**Item 3.02 Unregistered Sales of Equity Securities**\n\n \n\nThe information contained in Item 2.01 of this\nCurrent Report on Form 8-K is incorporated herein by reference.\n\n \n\nPursuant to the terms and conditions of the Merger\nAgreement, 76,765,355 shares of Katapult Common Stock that were issued by Katapult to certain equityholders of CCFI and Aaron’s\nwere exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of\nthe Securities Act and therefore were not registered pursuant to the Registration Statement in connection with the Mergers. Accordingly,\nthe unregistered shares of Katapult Common Stock issued to certain equityholders of CCFI and Aaron’s may not be offered or sold\nin the United States except pursuant to an effective registration statement or applicable exemption from the registration requirements\nof the Securities Act and any applicable state securities laws.\n\n \n\nSuch equityholders entered into a registration\nrights agreement with Katapult (the “Registration Rights Agreement”), effective as of the Closing. The Registration\nRights Agreement provides that, among other things, Katapult must facilitate the registration of registrable securities for resale under\nthe Securities Act, including filing a registration statement within 45 days after the Closing and maintaining its effectiveness\nuntil such time as the registered securities cease to be registrable securities in accordance with the agreement (including when they\nare sold or otherwise become freely tradable under Rule 144 without restriction). The Registration Rights Agreement also provides\nspecified demand rights to certain “Primary Holders” (subject to customary conditions, including a minimum offering size and\nunderwriter cutbacks) and piggyback registration rights for all holders of registrable securities. Katapult has also agreed to, among\nother things, indemnify the holders of registrable securities, their permitted assignees, and their respective officers, directors, agents,\nbrokers, underwriters, investment advisors, employees and each person who controls any such holder of registrable securities or permitted\nassignee (and the officers, directors, agents and employees of any such controlling person), and their respective successors, assigns,\nestates and personal representatives, from certain liabilities (including under the Securities Act and the Securities Exchange Act of\n1934, as amended) and related costs and expenses (including reasonable attorneys’ fees) arising out of or relating to the registration,\nsubject to customary exceptions.\n\n \n\nThe foregoing description of the Registration\nRights Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of\nthe Registration Rights Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.9 and is\nincorporated herein by reference."}