As filed with the Securities and Exchange Commissionon July 25, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

KATAPULT HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Approximate date of commencement of proposedsale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on thisform are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securitiesfor an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. ☐_______________

If this form is a post-effective amendment filedpursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐_______________

If this form is a post-effective amendment filedpursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐_______________

Indicate by check mark whether the registrant isa large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “largeaccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 financialaccounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. 

The Registrant hereby amendsthis Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a furtheramendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuantto said Section 8(a), may determine.

The information in this preliminary prospectus is not completeand may be changed. Neither we nor the selling securityholders may sell these securities (to the extent received by the selling securityholderspursuant to the terms of the applicable warrants or conversion rights) until the registration statement filed with the Securities andExchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offerto buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION — DATEDJULY 25, 2025

PRELIMINARY PROSPECTUS

22,024,281 Shares of Common Stock

Offered by the Selling Stockholders

This prospectus relates to the offer and salefrom time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to 22,024,281shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”). The shares include (i) up to 486,264shares of Common Stock issuable upon the exercise of warrants granted to certain entities affiliated with Blue Owl Capital Inc. (“Blue Owl”)on June 12, 2025 with an exercise price of $0.01 per share, subject to the terms regarding timing of exercisability contained therein(the “Warrants”), (ii) up to 21,378,017 shares of Common Stock issuable to our Class B Lenders (as defined in the RefinancingAgreement, as defined herein) upon the Term Loan Conversion (as defined herein), subject to receipt of the Requisite Stockholder Approval(as defined herein) and (iii) up to 160,000 shares of common stock issuable upon exercise of the warrant to purchase stock, originallyissued by us to Midtown Madison Management LLC, an affiliate of Atalaya Capital Management LP (“Atalaya”), in a private placementon March 6, 2023 and subsequently transferred to certain entities affiliated with Blue Owl (the “Transferred Warrants”).

Our registration of the securities covered bythis prospectus does not mean that the Selling Securityholders will offer or sell any of the shares. The Selling Securityholders may sellthe shares of Common Stock covered by this prospectus, to the extent received by the Selling Securityholders pursuant to the terms ofthe Warrants, Transferred Warrants or Term Loan Conversion rights, as applicable, in a number of different ways and at varying prices.We provide more information about how the Selling Securityholders may sell the shares in the section entitled “Plan of Distribution.”

We are registering the securities for resale pursuantto the Selling Securityholders’ registration rights under certain agreements between us and the Selling Securityholders. We willnot receive any proceeds from the sale of shares of Common Stock by the Selling Securityholders pursuant to this prospectus. To the extentany of the Warrants or Transferred Warrants are exercised by payment of cash, we will receive the nominal cash exercise price paid bythe holders of such Warrants or Transferred Warrants. We intend to use those proceeds, if any, for general corporate purposes. We providemore information about how the Selling Securityholders may sell the shares in the section entitled “Planof Distribution.”

Our Common Stock is listed on the Nasdaq GlobalMarket (“Nasdaq”), under the symbol “KPLT”. On July 24, 2025, the closing price of our Common Stock was $12.48per share.

We are a “smaller reporting company”as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirementsfor this prospectus and the documents incorporated by reference herein and may elect to comply with reduced public company reporting requirementsin future filings.

Investing in our securities involves a highdegree of risks. See the section entitled “Risk Factors” beginningon page 6 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.

Neither the Securities and Exchange Commissionnor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

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Neither we nor the Selling Securityholders haveauthorized anyone to provide you with any information other than that contained or incorporated by reference into this prospectus, anyapplicable prospectus supplement and any free writing prospectus. We and the Selling Securityholders take no responsibility for, and canprovide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholdersare making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the informationin this prospectus, any applicable prospectus supplement or any documents incorporated by reference is accurate as of any date other thanthe date of the applicable document. Since the respective dates of this prospectus and the documents incorporated by reference into thisprospectus, our business, financial condition, results of operations and prospects may have changed.

Unless the context indicates otherwise, referencesin this prospectus to the “Company,” “Katapult,” “we,” “us,” “our” and similarterms refer to Katapult Holdings, Inc. (f/k/a FinServ Acquisition Corp.), a Delaware corporation, and its consolidated subsidiaries.

About This Prospectus

This prospectus is part of a registration statementon Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf” registrationprocess. Under this shelf registration process, the Selling Securityholders may, from time to time, sell the securities offered by themdescribed in this prospectus, to the extent securities are received by the Selling Securityholders pursuant to the terms of the Warrants,Transferred Warrants or Term Loan Conversion rights, as applicable. We will not receive any proceeds from the sale by such Selling Securityholdersof the securities offered by them described in this prospectus. To the extent any of the Warrants or Transferred Warrants are exercisedby payment of cash, we will receive the nominal cash exercise price paid by the holders of such Warrants or Transferred Warrants. We intendto use those proceeds, if any, for general corporate purposes.

We may also provide a prospectus supplement orpost-effective amendments to the registration statement to add information to, or update or change information contained in, this prospectus.You should read both this prospectus and any applicable prospectus supplement or post-effective amendments to the registration statementtogether with the additional information to which we refer you in the sections of this prospectus entitled “Where You Can FindMore Information” and “Information Incorporated by Reference.”

Cautionary NoteRegarding Forward-Looking Statements

This prospectus, any accompanying prospectus supplementand the documents incorporated by reference herein contains forward-looking statements within the meaning of Section 27A of the SecuritiesAct of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in thisprospectus, including statements regarding our opportunity, our future results of operations and financial condition, business strategy,and plans and objectives of management for future operations, are forward-looking statements. In some cases, forward-looking statementsmay be identified by words such as “anticipate,” “assume” “believe,” “continue,” “could,”“design,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,”“predict,” “should,” “will,” “would,” or the negative of these terms or other similarexpressions. These forward-looking statements include, but are not limited to, statements concerning the following:

Forward-looking statements are based on our management’sbeliefs and assumptions and on information currently available. These forward-looking statements are subject to a number of known andunknown risks, uncertainties and assumptions, including risks described in the section titled “Risk Factors” and elsewherein this this prospectus or the documents incorporated by reference herein. Other sections of this prospectus may include additional factorsthat could harm our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. Newrisk factors emerge from time to time, and it is not possible for our management to predict all risk factors, nor can we assess the impactof all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from thosecontained in, or implied by, any forward-looking statements.

You should not rely upon forward-looking statementsas predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable,we cannot guarantee future results, levels of activity, performance, achievements, events, or circumstances. Except as required by law,we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus or to conformthese statements to actual results or to changes in our expectations. You should read this prospectus and the documents that we have filedas exhibits to this registration statement with the understanding that our actual future results, levels of activity, performance, andachievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

In addition, statements that “we believe”and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information availableto us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such informationmay be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, orreview of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to undulyrely upon these statements.

Investors and others should note that we may announcematerial business and financial information to our investors using our investor relations website (ir.katapultholdings.com), our filingswith the SEC, webcasts, press releases and conference calls. We use these mediums, including our website, to communicate with investorsand the general public about our company, our products, and other issues. It is possible that the information that we make available onour website may be deemed to be material information. We therefore encourage investors and others interested in our company to reviewthe information that we make available on our website. The contents of our website are not incorporated into this filing. We have included ourinvestor relations website address only as an inactive textual reference and do not intend it to be an active link to our website.

Risk Factors

Investing in our securities involves risks.Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under “Cautionary NoteRegarding Forward-Looking Statements,” you should carefully consider the specific risks incorporated by reference in this prospectusfrom our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, andall other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the ExchangeAct, and the risk factors and other information contained in any applicable prospectus supplement and any applicable free writing prospectusbefore acquiring any such securities. For more information, see “Where You Can Find More Information” and “InformationIncorporated by Reference.” If any of these risks actually occur, it may materially harm our business, financial condition,liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part ofyour investment. Additionally, the risks and uncertainties incorporated by reference in this prospectus or any prospectus supplement arenot the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believeto be immaterial may become material and adversely affect our business.

Use of Proceeds

All of the Common Stock offered by the SellingSecurityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receiveany of the proceeds from these sales.

To the extent any of the Warrants or TransferredWarrants are exercised by payment of cash, we will receive the nominal cash exercise price paid by the Holders. We expect to use the netproceeds from the exercise of the Warrants or Transferred Warrants, if any, for general corporate purposes. We will have broad discretionover the use of the nominal proceeds from the exercise of the Warrants or Transferred Warrants.

The Selling Securityholders will pay any underwritingfees, discounts and selling commissions incurred by such Selling Securityholders in disposing of their Common Stock. Pursuant to the RefinancingAgreement, we will bear all other costs, fees and expenses incurred in effecting the registration of the Common Stock covered by thisprospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees and fees and expenses of counsel andindependent registered public accountants.

Market InformationFor Common Stock and Dividend Policy

Market Information

Our Common Stock and Public Warrants are publiclytraded on Nasdaq under the trading symbols “KPLT” and “KPLTW”, respectively.

Holders of Record

As of June 30, 2025, there were 147 holders ofrecord of our Common Stock and the closing price per share of our Common Stock was $8.01 as reported on Nasdaq and there were 17 holdersof record of our Public Warrants and the closing price per warrant of our Public Warrants was $0.008 as reported on Nasdaq. The actualnumber of stockholders and warrantholders is greater than this number of record holders, and includes stockholders and warrantholderswho are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of holders of record alsodoes not include stockholders and warrantholders whose shares or warrants may be held in trust by other entities.

Dividend Policy

We have not paid any cash dividends on our CommonStock to date. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans topay cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretionof our Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictionsand other factors that our Board may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existingand future outstanding indebtedness we or our subsidiaries incur. We do not anticipate declaring any cash dividends to holders of ourCommon Stock in the foreseeable future.

Securities Authorized for Issuance Under Equity Incentive Plan

The following table provides information about outstanding awards andshares of our Common Stock available for future awards under Katapult’s equity compensation plans as of June 30, 2025. These plansinclude the Company’s 2014 Stock Incentive Plan and the Company’s 2021 Equity Incentive Plan.

Principal Securityholders

The following table sets forth certain informationwith respect to the beneficial ownership of our Common Stock as of June 12, 2025, referredto in the table below as the “Beneficial Ownership Date,” by:

Beneficial ownership for the purposes of the followingtable is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a securityif that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or“investment power,” which includes the power to dispose of or to direct the disposition of the security or has the right toacquire such powers within 60 days

The beneficial ownership percentages set forthin the table below are based on 4,536,960 shares of Common Stock issued and outstanding as of June 12, 2025 and excludes (1) 486,264 sharesof Common Stock, which represents the maximum number of shares of Common Stock issuable upon exercise of the Warrants issued to the SellingSecurityholders pursuant to the Refinancing Agreement, subject to the terms regarding timing of exercisability contained in the Warrantsand (2) 21,378,017 shares of Common Stock, which represents the maximum number of shares of Common Stock issuable upon the Term Loan Conversion,subject to receipt of the Requisite Stockholder Approval.

Unless otherwise noted in the footnotes to thefollowing table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investmentpower with respect to their beneficially owned Common Stock.

Selling Securityholders

The Selling Securityholders listed in the tablebelow may from time to time offer and sell any or all of the shares of Common Stock set forth below, to the extent received by the SellingSecurityholders pursuant to the terms of the Warrants, Transferred Warrants or Term Loan Conversion rights, as applicable, pursuant tothis prospectus. When we refer to the “Selling Securityholders” in this prospectus, we refer to the persons listed in thetable below, and the pledgees, donees, transferees, assignees, successors and other permitted transferees that hold any of the SellingSecurityholders’ interest in the shares of Common Stock after the date of this prospectus.

The following table sets forth information concerningthe shares of Common Stock that may be offered from time to time by each Selling Securityholder, to the extent received by such SellingSecurityholder pursuant to the terms of the Warrants, Transferred Warrants or Term Loan Conversion rights, as applicable.

We cannot advise you as to whether the SellingSecurityholders will in fact sell any or all of such shares of Common Stock. In particular, the Selling Securityholders identified belowmay have sold, transferred or otherwise disposed of all or a portion of their securities, to the extent received by such Selling Securityholderpursuant to the terms of the Transferred Warrants, after the date on which they provided us with information regarding their securities.Any changed or new information given to us by the Selling Securityholders, including regarding the identity of, and the securities heldby, each Selling Securityholder, will be set forth in a prospectus supplement or amendments to the registration statement of which thisprospectus is a part, if and when necessary.

Our registration of the shares of Common Stockdoes not necessarily mean that the Selling Securityholders will sell all or any of such Common Stock. The beneficial ownership percentagesset forth in the table below are based on 4,536,960 shares of Common Stock issued and outstanding as of June 12, 2025 (which includes361,807 Earn-out Shares), and assuming the issuance of (1) 486,264 shares of Common Stock, which represents the maximum number of sharesof Common Stock issuable upon exercise of the Warrants, subject to the terms regarding timing of exercisability contained in the Warrants,(2) 21,378,017 shares of Common Stock, which represents the maximum number of shares of Common Stock issuable upon the Term Loan Conversion,subject to receipt of the Requisite Stockholder Approval and (3) up to 160,000 shares of Common Stock issuable upon exercise of the TransferredWarrants. A Selling Securityholder may sell all, some or none of such securities in this offering, to the extent received by such SellingSecurityholder pursuant to the terms of the Warrants, Transferred Warrants or Term Loan Conversion rights, as applicable. See “Planof Distribution.”

(1) The address for each of the SellingStockholders is 399 Park Avenue, Floor 37, New York, NY 10022.

(2) Assuming the full exercise of theWarrants, Term Loan Conversion rights or Transferred Warrants, as applicable, in accordance with the terms of the Warrants, Term LoanConversion rights and Transferred Warrants, respectively.  The Term Loan Conversion rights provide for payment of cash in lieuof fractional shares.  Accordingly, the portions of the maximum amount of shares issuable upon the Term Loan Conversion, subjectto receipt of the Requisite Stockholder Approval, that the applicable Selling Securityholders would receive have been rounded down and,as a result, the maximum amount of such shares aggregates to 21,378,014 shares instead of such 21,378,017 shares registered for resalehereby.

(3) Includes (A) up to 60,801 shares ofCommon Stock issuable upon exercise of a Warrant held by Blue Owl Asset Income Fund IV LP, (B) up to 2,886,887 shares of Common Stockissuable upon exercise of the Term Loan Conversion rights held by Blue Owl Asset Income Fund IV LP, (C) up to 21,606 shares of CommonStock issuable upon exercise of a Transferred Warrant held by Blue Owl Asset Income Fund IV LP and (D) up to 603 Earn-out Shares thatwill vest upon the achievement of certain stock price related conditions, held by Blue Owl Asset Income Fund IV LP.

(4) Includes (A) up to 29,248 shares ofCommon Stock issuable upon exercise of a Warrant held by Blue Owl Asset Income Fund (Cayman) IV LP, (B) up to 1,388,715 shares of CommonStock issuable upon exercise of the Term Loan Conversion rights held by Blue Owl Asset Income Fund (Cayman) IV LP, (C) up to 10,394 sharesof Common Stock issuable upon exercise of a Transferred Warrant held by Blue Owl Asset Income Fund (Cayman) IV LP and (D) up to 290 Earn-outShares that will vest upon the achievement of certain stock price related conditions, held by Blue Owl Asset Income Fund (Cayman) IV LP.

(5) Includes (A) up to 315,783 sharesof Common Stock issuable upon exercise of a Warrant held by Blue Owl Asset Income Fund V LP, (B) up to 4,013,936 shares of Common Stockissuable upon exercise of the Term Loan Conversion rights held by Blue Owl Asset Income Fund V LP, (C) up to 30,042 shares of Common Stockissuable upon exercise of a Transferred Warrant held by Blue Owl Asset Income Fund V LP and (D) up to 838 Earn-out Shares that will vestupon the achievement of certain stock price related conditions, held by Blue Owl Asset Income Fund V LP.

(6) Includes (A) up to 80,432 shares ofCommon Stock issuable upon exercise of a Warrant held by Blue Owl Asset Income Fund (Cayman) V LP, (B) up to 4,537,270 shares of CommonStock issuable upon exercise of the Term Loan Conversion rights held by Blue Owl Asset Income Fund (Cayman) V LP, (C) up to 33,958 sharesof Common Stock issuable upon exercise of a Transferred Warrant held by Blue Owl Asset Income Fund (Cayman) V LP and (D) up to 948 Earn-outShares that will vest upon the achievement of certain stock price related conditions, held by Blue Owl Asset Income Fund (Cayman) V LP.

(7) Includes (A) up to  5,589,068shares of Common Stock issuable upon exercise of the Term Loan Conversion rights held by Blue Owl Asset Special Opportunities Fund VIILP, (B) up to 41,830 shares of Common Stock issuable upon exercise of a Transferred Warrant held by Blue Owl Asset Special OpportunitiesFund VII LP and (C) up to 1,167 Earn-out Shares that will vest upon the achievement of certain stock price related conditions, held byBlue Owl Asset Special Opportunities Fund VII LP.

(8) Includes (A) up to 2,962,138 sharesof Common Stock issuable upon exercise of the Term Loan Conversion rights held by Blue Owl Asset Special Opportunities Fund (Cayman) VIILP, (B) up to 22,170 shares of Common Stock issuable upon exercise of a Transferred Warrant held by Blue Owl Asset Special OpportunitiesFund (Cayman) VII LP and (C) up to 619 Earn-out Shares that will vest upon the achievement of certain stock price related conditions,held by Blue Owl Asset Special Opportunities Fund (Cayman) VII LP.

Description ofSecurities

The following summary of the material terms ofour securities is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by referenceto our Amended and Restated Charter, our Amended and Restated Bylaws and the documents described herein, which are exhibits to the registrationstatement of which this prospectus is a part. We urge to you read each of the Amended and Restated Charter, the Amended and Restated Bylawsand the documents described herein in their entirety for a complete description of the rights and preferences of our securities.

Authorized and Outstanding Stock

The Amended and Restated Charter authorizes theissuance of 250,000,000 shares of Common Stock, par value $0.0001 per share, and 25,000,000 shares of undesignated preferred stock, $0.0001par value (“Preferred Stock”).

As of June30, 2025, there were 4,569,546 shares of Common Stock outstanding, no shares of Preferred Stock outstanding, 513,300 Public Warrantsoutstanding, and the Transferred Warrants outstanding.

Common Stock

Holders of Common Stock are entitled to one (1)vote for each share held of record on all matters properly submitted to a vote of stockholders, including the election or removal of directors.Unless specified in the Amended and Restated Charter or Amended and Restated bylaws, or as required by applicable provisions of the DGCLor applicable stock exchange rules, the affirmative vote of a majority of the votes cast at any meeting of our stockholders at which thereis a quorum is required to approve any such matter voted on by its stockholders.

Our Board is divided into three (3) classes, eachof which will generally serve for a term of three (3) years with only one (1) class of directors being elected each year. Our stockholdersdo not have cumulative voting rights in the election of directors. Accordingly, holders of a majority of the voting shares are able toelect all of the directors.

Stockholders are entitled to receive ratable dividends,if any, as may be declared from time-to-time by our Board out of legally available assets or funds.

Warrants

We have issued warrants to purchase shares ofour Common Stock as set forth below.

Refinancing Warrants

We issued the Warrants to the Holders on June12, 2025 in connection with the Refinancing Agreement. The Warrants expire on June 12, 2032.

The Warrants entitle the Holders to purchase upto an aggregate of 486,264 Warrant Shares at an exercise price of $0.01 per share, subject to adjustment as described below. The Warrantsmay be exercised upon the earliest to occur of: (i) the completion of the Requisite Special Stockholder Meeting (regardless of the outcomeof the vote); (ii) upon any cancellation or revocation of the Requisite Special Stockholder Meeting; (iii) an Acquisition; (iv) the repaymentin full of all Obligations under the Refinancing Agreement; (v) the occurrence of an Event of Default under the Refinancing Agreementthat has not been waived in accordance with the terms thereof; (vi) the revocation of any waiver of Existing Defaults in accordance withthe terms of the Refinancing Agreement; or (vii) the date that is six months from the Issue Date.

The Warrants may be exercised for cash or on acashless basis. Each Warrant may be exercised upon surrender of such Warrant, together with a notice of exercise, to the Company. Promptlyafter the Holder of the Warrant exercises the Warrant and, if applicable, the Company receives payment for the shares issuable upon suchexercise, the Company will deliver to such Holder in uncertificated book-entry form the number of shares acquired or, if requested bythe Holder, a certificate, and, if the Warrant has not been fully exercised and has not expired, a new warrant of like tenor representinga warrant to purchase the shares not yet acquired. If, upon exercise of a Warrant, the applicable Holder would be entitled to receivea fractional interest in a share, the Company will, upon exercise,

round down to the nearest whole number of shares of Common Stock tobe issued to such Holder and eliminate the fractional interest by paying such Holder the amount computed by multiplying the fractionalinterest by the fair market value of a full share, as determined in accordance with the terms of the Warrant.

The Holders do not have the rights or privilegesof holders of Common Stock of the Company or any voting rights with respect to the Warrant Shares unless and until they exercise the Warrantsand receive shares of Common Stock. After the issuance of shares of Common Stock upon exercise of the Warrants, in whole or in part, theHolders will be entitled to one (1) vote for each share held of record on all matters to be voted on by stockholders.

If the Company, at any time while the Warrantsare outstanding: (a) pays a dividend on the shares payable in Common Stock, (b) subdivides the outstanding shares into a greater numberof shares, (c) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or(d) issues by reclassification of shares of Common Stock any shares of capital stock of the Company, then in each such case (i) the exerciseprice will be adjusted by multiplying the exercise price then in effect by a fraction, the numerator of which equals the number of sharesof Common Stock outstanding immediately prior to such event (excluding treasury shares, if any), and the denominator of which equals thenumber of shares of Common Stock outstanding immediately after such event (excluding treasury shares, if any), and (ii) the number ofshares issuable under the Warrants will be concurrently adjusted by multiplying such number by the reciprocal of such fraction. Such adjustmentswill take effect on the effective date of such dividend, subdivision, combination or issuance by reclassification, as the case may be.

Upon the closing of any Acquisition, the Warrantswill become exercisable for the same securities, cash, and property as would be payable for the shares issuable upon exercise of the unexercisedportion of the Warrants as if such shares were outstanding on the record date for the Acquisition and subsequent closing, and the exerciseprice shall be adjusted accordingly; provided, however, that (i) in the event of an Acquisition in which the consideration to be receivedby the Company’s stockholders consists solely of cash, solely of Marketable Securities (as defined in the Warrants) or a combinationof cash and Marketable Securities (a “Cash/Public Acquisition”), and the fair market value of one share as determined in accordancewith the terms of the Warrants would be greater than the exercise price in effect on such date immediately prior to such Cash/Public Acquisition,and the Holders have not exercised the Warrants in full, then the Warrants shall automatically be deemed to be cashless exercised as toall shares for which it has not been previously exercised effective immediately prior to and contingent upon the consummation of suchCash/Public Acquisition, and (ii) in the event of a Cash/Public Acquisition where the fair market value of one share as determined inaccordance with the terms of the Warrants would be less than the exercise price in effect immediately prior to such Cash/Public Acquisition,then the Warrants will expire immediately prior to the consummation of such Cash/Public Acquisition.

Transferred Warrants

We issued the Transferred Warrants on March 6,2023 in connection with our entry into the Credit Agreement. We subsequently transferred the Transferred Warrants on July 21, 2025. TheTransferred Warrants expire on March 6, 2030.

The Transferred Warrants entitled Midtown MadisonManagement LLC and its assignees (the “Transferred Warrant Holders”) to purchase up to 160,000 shares of our Common Stockat an exercise price of $0.25 per share, subject to adjustment as described below.

The Transferred Warrants may be exercised forany vested shares, in whole or in part, at any time and from time to time on or before the March 6, 2030. The Transferred Warrants maybe exercised for cash or on a cashless basis. The Transferred Warrants may be exercised upon surrender of the Transferred Warrants, togetherwith a notice of exercise, to the Company. Promptly after the Transferred Warrant Holders of the Transferred Warrants exercise the TransferredWarrants and, if applicable, the Company receives payment for the shares issuable upon such exercise, the Company will deliver to theTransferred Warrant Holders certificates for the shares acquired and, if the Transferred Warrants have not been fully exercised and havenot expired, a new warrant of like tenor representing a warrant to purchase the shares not yet acquired. If, upon exercise of the TransferredWarrants, the Transferred Warrant Holders would be entitled to receive a fractional interest in a share, we will, upon exercise, rounddown to the nearest whole number of shares of Common Stock to be issued to the Transferred Warrant Holders and eliminate the fractionalinterest by paying the Transferred Warrant Holders the amount computed by multiplying the fractional

interest by the fair market value of a full share, as determined inaccordance with the terms of the Transferred Warrants.

The Transferred Warrant Holders do not have therights or privileges of holders of our Common Stock or any voting rights with respect to the shares issuable upon the exercise of the Transferred Warrantsunless and until they exercise the Transferred Warrants and receives shares of Common Stock. After the issuance of shares of Common Stockupon exercise of the Transferred Warrants, in whole or in part, the Transferred Warrant Holders will be entitled to one (1) vote for eachshare held of record on all matters to be voted on by stockholders.

If the Company, at any time while the TransferredWarrants are outstanding: (a) pays a dividend on the shares payable in Common Stock, (b) subdivides the outstanding shares into a greaternumber of shares, (c) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of sharesor (d) issues by reclassification of shares of Common Stock any shares of capital stock of the Company, then in each such case (i) theexercise price will be adjusted by multiplying the exercise price then in effect by a fraction, the numerator of which equals the numberof shares of Common Stock outstanding immediately prior to such event (excluding treasury shares, if any), and the denominator of whichequals the number of shares of Common Stock outstanding immediately after such event (excluding treasury shares, if any), and (ii) thenumber of shares issuable under the Transferred Warrants will be concurrently adjusted by multiplying such number by the reciprocal ofsuch fraction. Such adjustments will take effect on the effective date of such dividend, subdivision, combination or issuance by reclassification,as the case may be.

Upon the closing of any Acquisition (as definedin the Transferred Warrants), the Transferred Warrants will become exercisable for the same securities, cash, and property as would bepayable for the shares issuable upon exercise of the unexercised portion of the Transferred Warrants as if such shares were outstandingon the record date for the Acquisition and subsequent closing, and the exercise price shall be adjusted accordingly; provided, however,that (i) in the event of an Acquisition in which the consideration to be received by the Company’s stockholders consists solelyof cash, solely of Marketable Securities (as defined in the Transferred Warrants) or a combination of cash and Marketable Securities (a“Cash/Public Acquisition”), and the fair market value of one share as determined in accordance with the terms of the TransferredWarrants would be greater than the exercise price in effect on such date immediately prior to such Cash/Public Acquisition, and the TransferredWarrant Holders have not exercised the Transferred Warrants in full, then the Transferred Warrants shall automatically be deemed to becashless exercised as to all shares for which it has not been previously exercised effective immediately prior to and contingent uponthe consummation of such Cash/Public Acquisition, and (ii) in the event of a Cash/Public Acquisition where the fair market value of oneshare as determined in accordance with the terms of the Transferred Warrants would be less than the exercise price in effect immediatelyprior to such Cash/Public Acquisition, then the Transferred Warrants will expire immediately prior to the consummation of such Cash/PublicAcquisition.

As of September 30, 2024, Atalaya, of which MidtownMadison Management LLC is an affiliate, was acquired by Blue Owl.

On July 21, 2025, pursuant to the terms of theTransferred Warrants, Midtown Madison Management LLC assigned the Transferred Warrants, and the Company transferred the Transferred Warrants,to certain entities affiliated with Blue Owl.

Public Warrants

The warrants were issued in registered form undera Warrant Agreement between CST, as warrant agent, and FinServ (the “Warrant Agreement”). The Warrant Agreement provides thatthe terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, butrequires the approval by the holders of at least a majority of the then outstanding warrants to make any change that adversely affectsthe interests of the registered holders of warrants.

The warrants may be exercised upon surrender ofthe warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverseside of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashlessbasis, if applicable), by certified check payable to us or by wire transfer, for the number of warrants being exercised. The warrantholdersdo not have the rights or privileges of holders of our Common Stock or any voting rights until they exercise their

warrants and receive shares of our Common Stock. After the issuanceof shares of our Common Stock upon exercise of the warrants, each holder will be entitled to one (1) vote for each share held of recordon all matters to be voted on by stockholders.

Each whole warrant entitles the registered holderto purchase one (1) whole share of our Common Stock at a price of $287.50 per share, subject to adjustment as discussed below, 30 daysafter the completion of the initial business combination. Pursuant to the Warrant Agreement, a warrantholder may exercise its warrantsonly for a whole number of shares of our Common Stock. This means that only a whole warrant may be exercised at any given time by a warrantholder.Only whole warrants are traded. The warrants will expire five (5) years after the completion of the initial business combination, at 5:00p.m. Eastern Time or earlier upon redemption or liquidation. No fractional shares will be issued upon exercise of the warrants. If, uponexercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down tothe nearest whole number of shares of our Common Stock to be issued to the warrantholder.

We will not be obligated to deliver any sharesof our Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registrationstatement under the Securities Act with respect to the shares of our Common Stock underlying the warrants is then effective and a prospectusrelating thereto is current, subject to us satisfying our obligations described below with respect to registration. No warrant is exercisableand we will not be obligated to issue shares of our Common Stock upon exercise of a warrant unless our Common Stock issuable upon suchwarrant exercise has been registered, qualified, or deemed to be exempt under the securities laws of the state of residence of the registeredholder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect toa warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercisedwarrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share ofour Common Stock underlying such unit.

Once the warrants become exercisable, we may callthe warrants for redemption:

If and when the warrants become redeemable, wemay not exercise its redemption right if the issuance of shares of our Common Stock upon exercise of the warrants is not exempt from registrationor qualification under applicable state blue sky laws or we are unable to effect such registration or qualification.

We established the last of the redemption criteriadiscussed above to prevent a redemption call unless there is, at the time of the call, a significant premium to the warrant exercise price.If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrantholder is entitled to exerciseits warrant prior to the scheduled redemption date. However, the price of our Common Stock may fall below the $450.00 redemption triggerprice (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $287.50 warrantexercise price after the redemption notice is issued.

If we call the warrants for redemption as describedabove, our management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.”In determining whether to require all holders to exercise their warrants on a “cashless basis,” management will consider,among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on its stockholders of issuingthe maximum number of shares of our Common Stock issuable upon the exercise of our warrants. If our management takes

advantage of this option, all holders of warrants would pay the exerciseprice by surrendering their warrants for that number of shares of our Common Stock equal to the quotient obtained by dividing (x) theproduct of the number of shares of our Common Stock underlying the warrants, multiplied by the difference between the exercise price ofthe warrants and the fair market value (as defined below) by (y) the fair market value. The “fair market value” shall meanthe average reported last sale price of our Common Stock for the 10 trading days ending on the third trading day prior to the date onwhich the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemptionwill contain the information necessary to calculate the number of shares of our Common Stock to be received upon exercise of the warrants,including the fair market value in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issuedand thereby lessen the dilutive effect of a warrant redemption. If we call its warrants for redemption and its management does not takeadvantage of this option, FinServ Holdings LLC, the Sponsor, and its permitted transferees would still be entitled to exercise their PrivatePlacement Warrants for cash or on a cashless basis using the same formula described above that other warrantholders would have been requiredto use had all warrantholders been required to exercise their warrants on a cashless basis, as described in more detail below.

A holder of a warrant may notify us in writingin the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extentthat, to the warrant agent’s actual knowledge, after giving effect to such exercise, such person (together with such person’saffiliates) would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) of the shares of our commonstock outstanding immediately after giving effect to such exercise.

If the number of outstanding shares of our CommonStock increases by a split-up of shares of our Common Stock or other similar event, then, on the effective date of such stock dividend,split-up or similar event, the number of shares of our Common Stock issuable on exercise of each warrant will be increased in proportionto such increase in the outstanding shares of our Common Stock. A rights offering to holders of our Common Stock entitling holders topurchase shares of our Common Stock at a price less than the fair market value will be deemed a stock dividend of a number of shares ofour Common Stock equal to the product of (i) the number of shares of our Common Stock actually sold in such rights offering (or issuableunder any other equity securities sold in such rights offering that are convertible into or exercisable for our Common Stock) and (ii)one (1) minus the quotient of (x) the price per share of our Common Stock paid in such rights offering divided by (y) the fair marketvalue. For these purposes (i) if the rights offering is for securities convertible into or exercisable for our Common Stock, in determiningthe price payable for our Common Stock, there will be taken into account any consideration received for such rights, as well as any additionalamount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of our Common Stock as reportedduring the 10 trading day period ending on the trading day prior to the first date on which the shares of our Common Stock trade on theapplicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the warrantsare outstanding and unexpired, pay a dividend or make a distribution in cash, securities, or other assets to the holders of our CommonStock on account of such shares of our Common Stock (or other shares of our capital stock into which the warrants are convertible), otherthan (a) as described above or (b) certain ordinary cash dividends, then the warrant exercise price will be decreased, effective immediatelyafter the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on eachshare of our Common Stock in respect of such event.

If the number of outstanding shares of our CommonStock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of our Common Stock or other similarevent, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the numberof shares of our Common Stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding sharesof our Common Stock.

Whenever the number of shares of our Common Stockpurchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplyingthe warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of sharesof our Common Stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator ofwhich will be the number of shares of our Common Stock so purchasable immediately thereafter.

As a result of the Reverse Stock Split effectiveas of July 27, 2023, proportionate adjustments were made to the Company’s outstanding warrants.

In case of any reclassification or reorganizationof the outstanding shares of our Common Stock (other than those described above or that solely affects the par value of such shares ofour Common Stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation ormerger in which we are the continuing corporation and that does not result in any reclassification or reorganization of its outstandingshares of our Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other propertyof us as an entirety or substantially as an entirety in connection with which we are dissolved, the warrantholders will thereafter havethe right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the sharesof our Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind andamount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, mergeror consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if suchholder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders ofour Common Stock in such a transaction is payable in the form of our Common Stock in the successor entity that is listed for trading ona national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediatelyfollowing such event, and if the registered holder of the warrant properly exercises the warrant within 30 days following public disclosureof such transaction, the warrant exercise price will be reduced as specified in the Warrant Agreement based on the Black-Scholes value(as defined in the Warrant Agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to warrantholderswhen an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the warrantholders otherwise donot receive the full potential value of the warrants in order to determine and realize the option value component of the warrant. Thisformula is to compensate the warrantholder for the loss of the option value portion of the warrant due to the requirement that the warrantholderexercise the warrant within 30 days of the event. The Black-Scholes model is an accepted pricing model for estimating fair market valuewhere no quoted market price for an instrument is available.

Anti-Takeover Effects of Our Amended and Restated Charter andAmended and Restated Bylaws and Certain Provisions of Delaware Law

Our Amended and Restated Charter and Amended andRestated Bylaws contain and the DGCL contains provisions, as summarized in the following paragraphs that are intended to enhance the likelihoodof continuity and stability in the composition of our Board. These provisions are intended to avoid costly takeover battles, reduce ourvulnerability to a hostile change of control and enhance the ability of our Board to maximize stockholder value in connection with anyunsolicited offer to acquire us. However, these provisions may have an anti-takeover effect and may delay, deter, or prevent a mergeror acquisition of us by means of a tender offer, a proxy contest or other takeover attempt that a stockholder might consider in its bestinterest, including those attempts that might result in a premium over the prevailing market price for the shares of Common Stock heldby stockholders.

Authorized but Unissued Capital Stock

Delaware law does not require stockholder approvalfor any issuance of authorized shares.

However, the listing requirements of Nasdaq, whichwould apply so long as the Common Stock remains listed on Nasdaq, require stockholder approval of certain issuances equal to or exceeding20% of the then-outstanding voting power of our capital stock or the-then outstanding number of shares of Common Stock. These additionalshares may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitateacquisitions.

Our Board may generally issue preferred shareson terms calculated to discourage, delay or prevent a change of control of us or the removal of its management. Moreover, our authorizedbut unissued shares of preferred stock will be available for future issuances without stockholder approval and could be utilized for avariety of corporate purposes, including future offerings to raise additional capital, to facilitate acquisitions and employee benefitplans.

One of the effects of the existence of unissuedand unreserved common stock or preferred stock may be to enable our Board to issue shares to persons friendly to current management, whichissuance could render more

difficult or discourage an attempt to obtain control of us by meansof a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive our stockholdersof opportunities to sell their shares of our Common Stock at prices higher than prevailing market prices.

Classified Board of Directors

The Amended and Restated Charter provides thatour Board is classified into three (3) classes of directors, with the classes to be as nearly equal in number as possible, and with eachdirector serving a three (3) year term. As a result, approximately one-third (1/3) of our Board will be elected each year. The classificationof directors will have the effect of making it more difficult for stockholders to change the composition of our Board. The Amended andRestated Charter and Amended and Restated Bylaws provide that, subject to any rights of holders of preferred stock to elect additionaldirectors under specified circumstances, the number of directors will be fixed from time to time exclusively pursuant to a resolutionadopted by the Board.

Business Combinations

We are subject to the provisions of Section 203of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations, under certain circumstances, from engagingin a “business combination” with:

A “business combination” includesa merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:

Removal of Directors; Vacancies

Under the DGCL, and as provided in our Amendedand Restated Charter, a director serving on a classified board may be removed by the stockholders only for cause and only by the affirmativevote of holders of a majority in voting power of all outstanding shares of stock entitled to vote generally in the election of directors,voting together as a single class. In addition, the Amended and Restated Charter provides that any newly created directorship on the Boardthat results from an increase in the number of directors and any vacancies on the Board will be filled only by the affirmative vote ofa majority of the remaining directors then in office or by a sole remaining director (and not by stockholders) even if less than a quorum.

No Cumulative Voting

Under Delaware law, the right to vote cumulativelydoes not exist unless the amended and restated certificate of incorporation specifically authorizes cumulative voting. The Amended andRestated Charter and the Amended and Restated Bylaws do not authorize cumulative voting.

Special Stockholder Meetings

The Amended and Restated Charter provides thatspecial meetings of our stockholders may be called at any time only by or at the direction of the chief executive officer, the Board orthe chairperson of the Board pursuant to a resolution adopted by a majority of the Board. Our Amended and Restated Bylaws provide thatthe business transacted at a special meeting shall be limited to the matters so stated in the notice for such meeting. These provisionsmay have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of us.

Requirements for Advance Notification of DirectorNominations and Stockholder Proposals

Katapult’s Amended and Restated Bylaws establishadvance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other thannominations made by or at the direction of the Board or a committee of the Board. In order for any matter to be “properly brought”before a meeting, a stockholder must comply with advance notice requirements and provide us with certain information. Generally, to betimely, a stockholder’s notice must be received at our principal executive offices not less than 90 days nor more than 120 daysprior to the first anniversary date of the immediately preceding annual meeting of stockholders. Our Amended and Restated Bylaws alsospecify requirements as to the form and content of a stockholder’s notice. Our Amended and Restated Bylaws allow the board to adoptrules and regulations for the conduct of meetings as it deems appropriate which may have the effect of precluding the conduct of certainbusiness at a meeting if the rules and regulations are not followed. These provisions may also defer, delay, or discourage a potentialacquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to influenceor obtain control of us.

Dissenters’ Rights of Appraisal and Payment

Under the DGCL, with certain exceptions, our stockholdershave appraisal rights in connection with a merger or consolidation of us. Pursuant to the DGCL, stockholders who properly request andperfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of theirshares as determined by the Delaware Court of Chancery.

Stockholders’ Derivative Actions

Under the DGCL, any of our stockholders may bringan action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringing theaction is a holder of our shares at the time of the transaction to which the action relates or such stockholder’s stock thereafterdevolved by operation of law.

Exclusive Forum

The Amended and Restated Charter provides thatunless we consent to the selection of an alternative forum, any (1) derivative action or proceeding brought on behalf of us, (2) actionasserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of us or our stockholders, (3) actionasserting a claim against our Amended and Restated Charter or our Amended and Restated Bylaws, (4) action asserting a claim against us,its directors, officers or employees governed by the internal affairs doctrine and (5) any action asserting an “internal corporateclaim” as such term is defined in Section 115 of the DGCL, and, if brought outside of Delaware, the stockholder bringing the suitwill be deemed to have consented to service of process on such stockholder’s counsel except (A) as to which the Court of Chanceryin the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (andthe indispensable party does not consent to the personal jurisdiction of the Court of Chancery within 10 days following such determination),(B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancerydoes not have subject matter jurisdiction, or (D) any action arising under the Securities Act. However, the Amended and Restated Charternotes that the exclusive forum provision does not apply to suits brought to enforce any duty or liability created by the Exchange Actor any other claim for which the federal courts have exclusive jurisdiction. The Amended and Restated Charter further provides that unlesswe consent to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole andexclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, the Exchange Act orthe any other claim for

which the federal courts have exclusive jurisdiction. The Amended andRestated Charter provides that any person or entity purchasing or otherwise acquiring or holding any interest in any security of us willbe deemed to have notice of and consented to the exclusive forum provision.

Conflicts of Interest

Delaware law permits corporations to adopt provisionsrenouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers, directors, or stockholders.The Amended and Restated Charter, to the extent allowed by Delaware law, renounces any interest or expectancy that we have in, or rightto be offered an opportunity to participate in, specified business opportunities that are from time to time presented to our officers,directors or their respective affiliates in circumstances where the application of any such doctrine would conflict with any fiduciaryduties or contractual obligations they may have, and we renounce any expectancy that any of the directors or officers of the Company willoffer any such corporate opportunity of which they may become aware to us, except with respect to any of our directors or officers regardinga corporate opportunity that was offered to such person solely in his or her capacity as one of our directors or officers and (i) suchopportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for it to pursue and (ii)the director or officer is permitted to refer that opportunity to us without violating any legal obligation.

Limitations on Liability and Indemnification of Officers and Directors

The DGCL authorizes corporations to limit or eliminatethe personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciaryduties, subject to certain exceptions. The Amended and Restated Charter includes a provision that eliminates the personal liability ofdirectors for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitationthereof is not permitted under the DGCL. The effect of these provisions is to eliminate our rights and our stockholders, through stockholders’derivative suits on our behalf, to recover monetary damages from a director for breach of fiduciary duty as a director, including breachesresulting from grossly negligent behavior. However, exculpation does not apply to any director if the director has acted in bad faith,knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper benefit from his or heractions as a director.

Our Amended and Restated Bylaws provide that wemust indemnify and advance expenses to our directors and officers to the fullest extent authorized by the DGCL and, to the extent reasonablyavailable, shall carry directors’ and officers’ liability insurance providing indemnification for our directors, officers,employees and agents for certain liabilities. We also are expressly authorized to enter into contracts with such persons providing indemnificationrights equivalent to or, if the Board so determines, greater than, those provided in the amended and restated bylaws. We believe thatthese indemnification and advancement provisions and insurance are useful to attract and retain qualified directors and executive officers.

The limitation of liability, advancement and indemnificationprovisions in the Amended and Restated Charter and Amended and Restated Bylaws may discourage stockholders from bringing a lawsuit againstdirectors for breach of their fiduciary duty.

These provisions also may have the effect of reducingthe likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefitus and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damageawards against directors and officers pursuant to these indemnification provisions.

Transfer Agent and Warrant Agent

The transfer agent and warrant agent is ContinentalStock Transfer & Trust.

Plan of Distribution

We are registering 22,024,281 shares of CommonStock. The shares include (i) up to 486,264 shares of Common Stock issuable upon exercise the Warrants, subject to the terms regardingtiming of exercisability contained in the Warrants (ii) up to 21,378,017 shares of Common Stock issuable to our Lenders upon the TermLoan Conversion, subject to receipt of the Requisite Stockholder Approval and (iii) up to 160,000 shares of Common Stock issuable uponexercise of the Transferred Warrants. We are required to pay all fees and expenses incident to the registration of the shares of our CommonStock to be offered and sold pursuant to this prospectus. The Selling Securityholders will bear all commissions and discounts, if any,attributable to their sale of shares of our Common Stock.

We will not receive any of the proceeds from thesale of the securities by the Selling Securityholders. We will receive proceeds from Warrants or Transferred Warrants exercised in theevent that such Warrants or Transferred Warrants are exercised for cash. The aggregate proceeds to the Selling Securityholders will bethe purchase price of the securities less any discounts and commissions borne by the Selling Securityholders.

The shares of Common Stock beneficially ownedby the Selling Securityholders covered by this prospectus, to the extent received by the Selling Securityholders pursuant to the termsof the Warrants, Transferred Warrants or Term Loan Conversion rights, as applicable, may be offered, sold, distributed, transferred orotherwise disposed of from time to time by the Selling Securityholders. The term “Selling Securityholders” includes assignees,distributees, donees, pledgees, transferees or other successors in interest selling securities received after the date of this prospectusfrom a Selling Securityholder as a gift, pledge, partnership distribution or other transfer. The Selling Securityholders will act independentlyof us in making decisions with respect to the timing, manner and size of each disposition. Such dispositions may be made on one or moreexchanges or in the over-the-counter market or otherwise, at prices and under terms then prevailing or at prices related to the then currentmarket price or at negotiated prices. The Selling Securityholders may dispose of their shares of Common Stock, to the extent receivedby the Selling Securityholders pursuant to the terms of the Warrants, Transferred Warrants or Term Loan Conversion rights, as applicable,by one or more of, or a combination of, the following methods:

In addition, a Selling Securityholder (or itsultimate parent) that is an entity may elect to make a pro rata in-kind distribution of securities, to the extent received by such SellingSecurityholder pursuant to the terms of the Warrants, Transferred Warrants or Term Loan Conversion rights, as applicable, to its shareholders,partners, members or affiliates pursuant to the registration statement of which this prospectus is a part by delivering a prospectus witha plan of distribution. Such shareholders, members, partners or affiliates would thereby receive freely tradeable securities pursuantto the distribution through a registration statement. To the extent a distributee is an affiliate of ours (or to the extent otherwiserequired by law), we may file a prospectus supplement in order to permit the distributees to use the prospectus to resell the securitiesacquired in the distribution.

There can be no assurance that the Selling Securityholderswill, to the extent received by the Selling Securityholders pursuant to the terms of the Warrants, Transferred Warrants or Term Loan Conversionrights, as applicable, sell all or any of the securities offered by this prospectus. In addition, the Selling Securityholders may alsosell securities, to the extent received by the Selling Securityholders pursuant to the terms of the Warrants, Transferred Warrants orTerm Loan Conversion rights, as applicable, under Rule 144 under the Securities Act, if available, or in other transactions exempt fromregistration, rather than under this prospectus. The Selling Securityholders have the sole and absolute discretion not to accept any purchaseoffer or make any sale of securities, to the extent received by the Selling Securityholders pursuant to the terms of the Warrants, TransferredWarrants or Term Loan Conversion rights, as applicable, if they deem the purchase price to be unsatisfactory at any particular time.

The Selling Securityholders also may transferthe securities, to the extent received by the Selling Securityholders pursuant to the terms of the Warrants, Transferred Warrants or TermLoan Conversion rights, as applicable, in other circumstances, in which case the pledgees, donees, transferees, assignees, successorsand other permitted transferees will be the selling beneficial owners for purposes of this prospectus. Upon being notified by a SellingSecurityholder that pledgees, donees, transferees, assignees, successors and other permitted transferees intend to sell our securities,we will, to the extent required, promptly file a supplement to this prospectus to name specifically such person as a Selling Securityholders.

With respect to a particular offering of the securitiesheld by the Selling Securityholders, to the extent received by the Selling Securityholders pursuant to the terms of the Warrants, TransferredWarrants or Term Loan Conversion rights, as applicable to the extent required, an accompanying prospectus supplement or, if appropriate,a post-effective amendment to the registration statement of which this prospectus is part, will be prepared and will set forth the followinginformation:

To the extent required, this prospectus may beamended or supplemented from time to time to describe a specific plan of distribution. In connection with distributions of the sharesor otherwise, to the extent received by the Selling Securityholders pursuant to the terms of the Warrants, Transferred Warrants or TermLoan Conversion rights, as applicable, the Selling Securityholders may enter into hedging transactions with broker-dealers or other financialinstitutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of sharesof Common Stock in the course of hedging the positions they assume with Selling Securityholders. The Selling Securityholders may also,to the extent received by the Selling Securityholders pursuant to the terms of the Warrants, Transferred Warrants or Term Loan Conversionrights, as applicable, sell shares of Common Stock short and redeliver the shares to close out such short positions. The Selling Securityholdersmay also, to the extent received by the Selling Securityholders pursuant to the terms of the Warrants, Transferred Warrants or Term LoanConversion rights, as applicable, enter into option or other transactions with broker-dealers or other financial institutions which requirethe delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker- dealeror other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The SellingSecurityholders may also, to the extent received by the Selling Securityholders pursuant to the terms of the Warrants, Transferred Warrantsor Term Loan Conversion rights, as applicable, pledge shares to a broker-dealer or other financial institution, and, upon a default, suchbroker-dealer or other financial institution, may effect sales of the pledged shares pursuant to this prospectus (as supplemented or amendedto reflect such transaction).

In order to facilitate the offering of the securities,to the extent received by the Selling Securityholders pursuant to the terms of the Warrants, Transferred Warrants or Term Loan Conversionrights, as applicable, any underwriters or agents, as the case may be, involved in the offering of such securities may engage in transactionsthat stabilize, maintain or otherwise affect the price of our securities. Specifically, the underwriters or agents, as the case may be,may overallot in connection with the offering, creating a short position in our securities for their own account. In addition, to coveroverallotments or to stabilize the price of our securities, the underwriters or agents, as the case may be, may bid for, and purchase,such securities in the open market. Finally, in any offering of securities through a syndicate of underwriters, the underwriting syndicatemay reclaim selling concessions allotted to an underwriter or a broker-dealer for distributing such securities in the offering if thesyndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactionsor otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. Theunderwriters or agents, as the case may be, are not required to engage in these activities, and may end any of these activities at anytime.

The Selling Securityholders may solicit offersto purchase the securities, to the extent received by the Selling Securityholders pursuant to the terms of the Warrants, Transferred Warrantsor Term Loan Conversion rights, as applicable, directly from, and may sell such securities directly to, institutional investors or others.In this case, no underwriters or agents would be involved. The terms of any of those sales, including the terms of any bidding or auctionprocess, if utilized, will be described in the applicable prospectus supplement.

A Selling Securityholder may enter into derivativetransactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactionsat negotiated prices. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sellsecurities covered by this prospectus, to the extent received by the Selling Securityholders pursuant to the terms of the Warrants, TransferredWarrants or Term Loan Conversion rights, as applicable, and the applicable prospectus supplement, including in short sale transactions.If so, the third party may use securities, to the extent received by the Selling Securityholders pursuant to the terms of the Warrants,Transferred Warrants or Term Loan Conversion rights, as applicable, pledged by any Selling Securityholder or borrowed from any SellingSecurityholder or others to settle those sales or to close out any related open borrowings of stock, and may use securities received fromany Selling Securityholder in settlement of those derivatives to close out any related open borrowings of stock. The third party in suchsale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment).In addition, any Selling Securityholder may otherwise loan or pledge securities, to the extent received by such Selling Securityholderpursuant to the terms of the Warrants, Transferred Warrants or Term Loan Conversion rights, as applicable, to a financial institutionor other third party that in turn may sell the securities short using this prospectus. Such financial institution or other third partymay transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.

In effecting sales, to the extent securities arereceived by the Selling Securityholders pursuant to the terms of the Warrants, Transferred Warrants or Term Loan Conversion rights, asapplicable, broker-dealers or agents engaged by the Selling Securityholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the Selling Securityholders in amounts to be negotiated immediatelyprior to the sale.

In offering the shares covered by this prospectus,to the extent received by the Selling Securityholders pursuant to the terms of the Warrants, Transferred Warrants or Term Loan Conversionrights, as applicable, the Selling Securityholders and any broker-dealers who execute sales for the Selling Securityholders may be deemedto be “underwriters” within the meaning of the Securities Act in connection with such sales. Any profits realized by the SellingSecurityholders and the compensation of any broker-dealer may be deemed to be underwriting discounts and commissions.

In order to comply with the securities laws ofcertain states, if applicable, the shares must be sold in such jurisdictions only through registered or licensed brokers or dealers. Inaddition, in certain states the shares may not be sold unless they have been registered or qualified for sale in the applicable stateor an exemption from the registration or qualification requirement is available and is complied with.

We have advised the Selling Securityholders thatthe anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares, to the extent received by the SellingSecurityholders pursuant to the terms of the Warrants, Transferred Warrants or Term Loan Conversion rights, as applicable, in the marketand to the activities of the Selling Securityholders and their affiliates. In addition, we will make copies of this prospectus availableto the Selling Securityholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The Selling Securityholdersmay indemnify any broker-dealer that participates in transactions involving the sale of the shares, to the extent received by the SellingSecurityholders pursuant to the terms of the Warrants, Transferred Warrants or Term Loan Conversion rights, as applicable, against certainliabilities, including liabilities arising under the Securities Act.

At the time a particular offer of shares, to theextent received by the Selling Securityholders pursuant to the terms of the Warrants, Transferred Warrants or Term Loan Conversion rights,as applicable, is made, if required, a prospectus supplement will be distributed that will set forth the number of shares being offeredand the terms of the offering, including the name of any underwriter, dealer or agent, the purchase price paid by any underwriter, anydiscount, commission and other item constituting compensation, any discount, commission or concession allowed or reallowed or paid toany dealer, and the proposed selling price to the public.

A holder of Warrants or Transferred Warrants mayexercise its Warrants or Transferred Warrants in accordance with the Warrants or Transferred Warrants on or before the expiration dateset forth therein by surrendering, to the Company, the originals of such Warrants or Transferred Warrants, with the form of election topurchase set forth thereon, properly completed and duly executed, accompanied by full payment of the exercise price and any and all applicabletaxes due in connection with the exercise of the Warrants or Transferred Warrants, subject to any applicable provisions relating to cashlessexercises in accordance with the Warrants or Transferred Warrants.

Material UnitedStates Federal Income Tax Considerations

The following is a summary of material UnitedStates federal income tax consequences of the ownership and disposition of our common stock as of the date hereof. This discussion islimited to persons who acquire (or are deemed to acquire) our Common Stock as a result of exercising the Warrants and/or the Term LoanConversion and who hold our Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, propertyheld for investment).

This summary is based upon provisions of the InternalRevenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions as of the date hereof. Thoseauthorities are subject to different interpretations and may be changed, perhaps retroactively, so as to result in United States federalincome tax consequences different from those summarized below. This summary does not address all aspects of United States federal incometaxes and does not deal with any estate or gift tax consequences or any foreign, state, local or other tax considerations that may berelevant to holders in light of their particular circumstances. In addition, it does not represent a detailed description of the UnitedStates federal income tax consequences applicable to you if you are subject to special treatment under the United States federal incometax laws (including if you are a former citizen or long-term resident of the United States, regulated investment company, S corporation,real estate investment trust, foreign pension fund, tax qualified retirement plan, bank, financial institution, insurance company, investmentfund, tax-exempt organization, governmental organization, trader, broker or dealer in securities, “controlled foreign corporation,”“passive foreign investment company,” a partnership or other pass-through entity for United States federal income tax purposes(or an investor in such a pass-through entity), person subject to the alternative minimum tax, person that owns, or has owned, actuallyor constructively, more than 5% of our Common Stock, person who has elected to mark securities to market, person who acquired shares ofour Common Stock as compensation or otherwise in connection with the performance of services, person who has acquired shares of our CommonStock as part of a straddle, hedge, conversion transaction or other integrated investment or an accrual-method taxpayer subject to specialtax accounting rules under Section 451(b) of the Code). We cannot assure you that a change in law will not alter significantly the taxconsiderations that we describe in this summary.

If a partnership (or other entity treated as apartnership for United States federal income tax purposes) holds our Common Stock, the tax treatment of a partner will generally dependupon the status of the partner and the activities of the partnership. If you are a partnership (or other entity treated as a partnershipfor United States federal income tax purposes) or partner of a partnership holding our Common Stock, you should consult your tax advisors.

If you are considering the purchase of our CommonStock, you should consult your own tax advisors concerning the particular United States federal income tax consequences to you of thepurchase, ownership and disposition of our Common Stock, as well as the consequences to you arising under other United States federaltax laws, the laws of any other taxing jurisdiction, or an applicable tax treaty. IN ADDITION, YOU SHOULD CONSULT WITH YOUR TAX ADVISORWITH RESPECT TO POTENTIAL CHANGES IN UNITED STATES FEDERAL TAX LAW AS WELL AS POTENTIAL CHANGES IN STATE, LOCAL OR FOREIGN TAX LAWS.

Tax Consequences to U.S. Holders

This section applies to you if you are a “U.S.holder.” A “U.S. holder” means a beneficial owner of our Common Stock (other than an entity treated as a partnershipfor United States federal income tax purposes) that is, for United States federal income tax purposes, any of the following:

Taxation of Distributions

In the event that we make a distribution of cashor other property (other than certain pro rata distributions of our stock) in respect of our Common Stock, the distribution generallywill be treated as a dividend for United States federal income tax purposes to the extent it is paid from our current or accumulated earningsand profits, as determined under United States federal income tax principles. Any portion of a distribution that exceeds our current andaccumulated earnings and profits generally will be treated first as a tax-free return of capital, causing a reduction in the adjustedtax basis of a U.S. holder’s Common Stock, and to the extent the amount of the distribution exceeds a U.S. holder’s adjustedtax basis in our Common Stock, the excess will be treated as gain from the disposition of our Common Stock (the tax treatment of whichis discussed below under “-Sale, Exchange or Other Taxable Disposition of our Common Stock”). Dividends we pay to aU.S. holder that is a taxable corporation generally will qualify for the dividends received deduction if the requirements relating tothe requisite holding period are satisfied. With certain exceptions, and provided certain holding period requirements are met, dividendswe pay to a non-corporate U.S. holder generally will constitute “qualified dividends” that currently are subject to tax atpreferential long-term capital gains rates.

Sale, Exchange or Other Taxable Disposition of ourCommon Stock

Upon sales, exchanges or other taxable dispositionsof our Common Stock, a U.S. holder generally will recognize capital gain or loss equal to the difference between (i) the amount of cashand the fair market value of all other property received upon such disposition and (ii) such U.S. holder’s adjusted tax basis inits Common Stock. Such capital gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period in the CommonStock is more than one year at the time of the taxable disposition. Long-term capital gains recognized by certain non-corporate U.S. holders(including individuals) generally are subject to reduced rates of U.S. federal income tax. The deductibility of capital losses is subjectto limitations.

Information Reporting and Backup Withholding

Information reporting requirements generally willapply to payments to a U.S. holder of dividends on shares of Common Stock and the proceeds of a sale of Common Stock, unless the U.S.holder is an exempt recipient (such as a corporation). Backup withholding (currently at a 24% rate) will apply to those payments if theU.S. holder fails to provide its correct taxpayer identification number, or certification of exempt status, or if the U.S. holder is notifiedby the Internal Revenue Service (“IRS”) that it has failed to report in full payments of interest and dividend income.

Backup withholding is not an additional tax. Anyamounts withheld under the backup withholding rules will be allowed as a refund or a credit against the U.S. holder’s U.S. federalincome tax liability provided the required information is furnished timely to the IRS.

Tax Consequences to Non-U.S. Holders

This section applies to you if you are a “non-U.S.holder.” A “non-U.S. holder” means a beneficial owner of our Common Stock (other than an entity treated as a partnershipfor United States federal income tax purposes) that is, for United States federal income tax purposes, any of the following:

Taxation of Distributions

In the event that we make a distribution of cashor other property (other than certain pro rata distributions of our stock) in respect of our Common Stock, the distribution generallywill be treated as a dividend for United States federal income tax purposes to the extent it is paid from our current or accumulated earningsand profits, as determined under United States federal income tax principles.

Subject to the discussions below regarding effectivelyconnected income, backup withholding and Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”),dividends paid to a non-U.S. holder generally will be subject to withholding of United States federal income tax at a 30% rate or suchlower rate as may be specified by an applicable income tax treaty. A non-U.S. holder who wishes to claim the benefit of an applicabletreaty rate and avoid backup withholding, as discussed below, for dividends will be required (a) to provide the applicable withholdingagent with a properly executed IRS Form W-BEN or Form W- 8BEN-E (or other applicable form) certifying under penalty of perjury that suchholder is not a United States person as defined under the Code and is eligible for treaty benefits or (b) if our Common Stock is heldthrough certain foreign intermediaries, to satisfy the relevant certification requirements of applicable United States Treasury regulations.Special certification and other requirements apply to certain non-U.S. holders that are pass-through entities rather than corporationsor individuals. A non-U.S. holder eligible for a reduced rate of United States federal withholding tax pursuant to an income tax treatymay be eligible to obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Dividends that are effectively connected withthe conduct of a trade or business by the non-U.S. holder within the United States (and, if required by an applicable income tax treaty,are attributable to a United States permanent establishment) are not subject to the withholding tax. To claim the exemption, the non-U.S.holder must generally furnish a valid IRS Form W-8ECI (or applicable successor form) to the applicable withholding agent certifying eligibilityfor exemption. However, any such effectively connected dividends paid on our Common Stock generally will be subject to United States federalincome tax on a net income basis in the same manner as if the non-U.S. holder were a United States person as defined under the Code. Anysuch effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax”at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

Sale, Exchange or Other Taxable Dispositionof our Common Stock

Subject to the discussion of backup withholdingand FATCA below, any gain realized by a non-U.S. holder on the sale or other disposition of our Common Stock generally will not be subjectto United States federal income tax unless:

A non-U.S. holder described in the first bulletpoint immediately above will be subject to tax on the gain derived from the sale or other disposition in the same manner as if the non-U.S.holder were a United States person as defined under the Code. In addition, if any non-U.S. holder described in the first bullet pointimmediately above is a foreign corporation, the gain realized by such non-U.S. holder may be subject to an additional “branch profitstax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. An individual non-U.S. holder describedin the second bullet point immediately above will be subject to a 30% (or such lower rate as may be specified by an applicable incometax treaty) tax on the gain derived from the sale or other disposition, which gain may be offset by United States source capital losseseven though the individual is not considered a resident of the United States, provided that the non-U.S. holder has timely filed UnitedStates federal income tax returns with respect to such losses.

Generally, a corporation is a “United Statesreal property holding corporation” if the fair market value of its United States real property interests equals or exceeds 50% ofthe sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business(all as determined for United States federal income tax purposes). We believe we are not and do not anticipate becoming a “UnitedStates real property holding corporation” for United States federal income tax purposes.

Non-U.S. holders should consult their tax advisorsregarding any applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Distributions paid to a non-U.S. holder and theamount of any tax withheld with respect to such distributions generally will be reported to the IRS. Copies of the information returnsreporting such distributions and any withholding may also be made available to the tax authorities in the country in which the non-U.S.holder resides under the provisions of an applicable income tax treaty.

A non-U.S. holder will not be subject to backupwithholding on dividends received if such holder certifies under penalty of perjury that it is a non-U.S. holder (and the payor does nothave actual knowledge or reason to know that such holder is a U.S. person), or such holder otherwise establishes an exemption.

Information reporting and, depending on the circumstances,backup withholding will apply to the proceeds of a sale or other disposition of our Common Stock made within the United States or conductedthrough certain U.S.-related financial intermediaries, unless the non-U.S. holder complies with certification procedures to establishthat it is not a U.S. person in order to avoid information reporting and backup withholding. The certification procedures required toclaim a reduced rate of withholding under a treaty will generally satisfy the certification requirements necessary to avoid backup withholdingas well.

Backup withholding is not an additional tax andthe amount of any backup withholding from a payment to a non-U.S. holder will be allowed as a credit against such non-U.S. Holder’sU.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is furnished to theIRS in a timely manner.

Additional Withholding Requirements

Under FATCA, a 30% United States federal withholdingtax may apply to any dividends paid on our Common Stock to (i) a “foreign financial institution” (as specifically definedin the Code) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption fromFATCA, or (y) its compliance (or deemed compliance) with FATCA (which may alternatively be in the form of compliance with an intergovernmentalagreement with the United States) in a manner which avoids withholding, or (ii) a “non-financial foreign entity” (as specificallydefined in the Code) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemptionfrom FATCA, or (y) adequate information regarding certain substantial United States beneficial owners of such entity (if any). If a dividendpayment is both subject to withholding under FATCA and subject to the withholding tax discussed above under “-Taxation of Distributions,”the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. An intergovernmental agreementbetween the United States and an applicable foreign country may modify these requirements. Under certain circumstances, a non-U.S. holdermight be eligible for refunds or credits of such taxes. FATCA currently applies to dividends paid on our common stock. The Treasury Secretaryhas issued proposed regulations providing that the withholding provisions under FATCA do not apply with respect to gross proceeds froma sale or other disposition of our Common Stock, which may be relied upon by taxpayers until final regulations are issued. You shouldconsult your own tax advisors regarding these requirements and whether they may be relevant to your ownership and disposition of our CommonStock.

Legal Matters

The validity of the securities offered by thisprospectus has been passed upon for us by Davis Polk & Wardwell LLP, New York, New York. If the validity of any securities isalso passed upon by counsel for the underwriters, dealers or agents of an offering of those securities, that counsel will be named inthe applicable prospectus supplement.

Experts

The audited financial statements incorporatedby reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon thereport of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting andauditing.

Where You Can FindMore Information

We have filed with the SEC a registration statementon Form S-1 under the Securities Act with respect to the securities offered by this prospectus. This prospectus, which forms a part ofsuch registration statement, does not contain all of the information included in the registration statement. For further information pertainingto us and our securities, you should refer to the registration statement and to its exhibits. The registration statement has been filedelectronically and may be obtained in any manner listed below. Whenever we make reference in this prospectus to any of our contracts,agreements or other documents, the references are not necessarily complete. If a contract or document has been filed as an exhibit tothe registration statement or a report we file under the Exchange Act, you should refer to the copy of the contract or document that hasbeen filed. Each statement in this prospectus relating to a contract or document filed as an exhibit to a registration statement or reportis qualified in all respects by the filed exhibit.

We file annual, quarterly and current reports,proxy statements and other information with the SEC. Our SEC filings are available to the public over the internet at the SEC’swebsite at www.sec.gov and on our website, free of charge, at www.katapult.com. The information found on, or that can beaccessed from or that is hyperlinked to, our website is not part of this prospectus. You may inspect a copy of the registration statementthrough the SEC’s website, as provided herein.

INFORMATION INCORPORATEDBY REFERENCE

We incorporate by reference the filed documentslisted below (excluding those portions of any current Report on Form 8-K that are not deemed “filed” pursuant to the GeneralInstructions of Form 8-K), except as superseded, supplemented or modified by this Prospectus Supplement or any subsequently filed documentincorporated by reference herein as described below:

We also incorporate by reference into this prospectussupplement and the accompanying prospectus any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the ExchangeAct after the date hereof but before the completion or termination of this offering (excluding any information not deemed “filed”with the SEC).

Any statement contained in a document incorporatedby reference herein or therein shall be deemed to be modified or superseded for all purposes to the extent that a statement containedin this Prospectus Supplement and the Base Prospectus or in any other subsequently filed document which is also incorporated or deemedto be incorporated by reference herein or therein, modifies or supersedes such statement. Any statement so modified or superseded shallnot be deemed, except as so modified or superseded, to constitute a part of this Prospectus Supplement and the Base Prospectus. You mayrequest a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference intothat filing) at no cost by writing, telephoning or e-mailing us at the following address or telephone number:

Katapult Holdings, Inc.
5360 Legacy Drive, Building 2
Plano, TX
(833) 528-2785

Copies of these filings are available at www.katapult.com.For other ways to obtain a copy of these filings, please refer to “Where You Can Find More Information” above.

PART II

Information Not Required in Prospectus

Item 13. Other Expenses of Issuance and Distribution.

The following is an estimate of the expenses (allof which are to be paid by the registrant) that we may incur in connection with the securities being registered hereby.

*These fees are calculated based on the securities offered and thenumber of issuances and accordingly cannot be defined at this time.

We will bear all costs, expenses and fees in connectionwith the registration of the securities, including with regard to compliance with state securities or “blue sky” laws. TheSelling Securityholders, however, will bear all underwriting commissions and discounts, if any, attributable to their sale of the securities,to the extent received by the Selling Securityholder pursuant to the terms of the Warrants, Transferred Warrants or Term Loan Conversionrights, as applicable. All amounts are estimates except the SEC registration fee and the FINRA filing fee.

Item 14. Indemnification of Directors and Officers.

Our Amended and Restated Charter provides thatall of our directors, officers, employees and agents shall be entitled to be indemnified by us to the fullest extent permitted by Section145 of the DGCL. Section 145 of the DGCL concerning indemnification of officers, directors, employees and agents is set forth below.

Section 145. Indemnification of officers, directors,employees and agents; insurance.

of such action or suit if the person acted in good faith and in a manner the personreasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be madein respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and onlyto the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that,despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitledto indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

venture, trust or other enterprise, shall stand in the same position under this sectionwith respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separateexistence had continued.

Insofar as indemnification for liabilities arisingunder the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, orotherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the SecuritiesAct and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment ofexpenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is assertedby such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion ofits counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whethersuch indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudicationof such issue.

In accordance with Section 102(b)(7) of the DGCL,our amended and restated certificate of incorporation, provides that no director shall be personally liable to us or any of our stockholdersfor monetary damages resulting from breaches of their fiduciary duty as directors, except to the extent such limitation on or exemptionfrom liability is not permitted under the DGCL. The effect of this provision of our amended and restated certificate of incorporationis to eliminate our rights and those of our stockholders (through stockholders’ derivative suits on our behalf) to recover monetarydamages against a director for breach of the fiduciary duty of care as a director, including breaches resulting from negligent or grosslynegligent behavior, except, as restricted by Section 102(b)(7) of the DGCL. However, this provision does not limit or eliminate our rightsor the rights of any stockholder to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’sduty of care.

If the DGCL is amended to authorize corporateaction further eliminating or limiting the liability of directors, then, in accordance with our amended and restated certificate of incorporation,the liability of our directors to us or our stockholders will be eliminated or limited to the fullest extent authorized by the DGCL, asso amended. Any repeal or amendment of provisions of our amended and restated certificate of incorporation limiting or eliminating theliability of directors, whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith,will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to furtherlimit or eliminate the liability of directors on a retroactive basis.

Our amended and restated certificate of incorporationprovides that we will, to the fullest extent authorized or permitted by applicable law, indemnify our current and former officers anddirectors, as well as those persons who, while directors or officers of our corporation, are or were serving as directors, officers, employeesor agents of another entity, trust or other enterprise, including service with respect to an employee benefit plan, in connection withany threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative,

against all expense, liability and loss (including, without limitation,attorney’s fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or sufferedby any such person in connection with any such proceeding.

Notwithstanding the foregoing, a person eligiblefor indemnification pursuant to our amended and restated certificate of incorporation will be indemnified by us in connection with a proceedinginitiated by such person only if such proceeding was authorized by our board of directors, except for proceedings to enforce rights toindemnification.

The right to indemnification which is conferredby our amended and restated certificate of incorporation is a contract right that includes the right to be paid by us the expenses incurredin defending or otherwise participating in any proceeding referenced above in advance of its final disposition, provided, however, thatif the DGCL requires, an advancement of expenses incurred by our officer or director (solely in the capacity as an officer or directorof our corporation) will be made only upon delivery to us of an undertaking, by or on behalf of such officer or director, to repay allamounts so advanced if it is ultimately determined that such person is not entitled to be indemnified for such expenses under our amendedand restated certificate of incorporation or otherwise.

The rights to indemnification and advancementof expenses will not be deemed exclusive of any other rights which any person covered by our amended and restated certificate of incorporationmay have or hereafter acquire under law, our amended and restated certificate of incorporation, our bylaws, an agreement, vote of stockholdersor disinterested directors, or otherwise.

Any repeal or amendment of provisions of our amendedand restated certificate of incorporation affecting indemnification rights, whether by our stockholders or by changes in law, or the adoptionof any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent suchamendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminishor adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provisionwith respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision. Our amendedand restated certificate of incorporation also permits us, to the extent and in the manner authorized or permitted by law, to indemnifyand to advance expenses to persons other that those specifically covered by our amended and restated certificate of incorporation.

Our bylaws include the provisions relating toadvancement of expenses and indemnification rights consistent with those which are set forth in our amended and restated certificate ofincorporation. In addition, our bylaws provide for a right of indemnity to bring a suit in the event a claim for indemnification or advancementof expenses is not paid in full by us within a specified period of time. Our bylaws also permit us to purchase and maintain insurance,at our expense, to protect us and/or any director, officer, employee or agent of our corporation or another entity, trust or other enterpriseagainst any expense, liability or loss, whether or not we would have the power to indemnify such person against such expense, liabilityor loss under the DGCL.

Any repeal or amendment of provisions of our bylawsaffecting indemnification rights, whether by our board of directors, stockholders or by changes in applicable law, or the adoption ofany other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendmentor change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adverselyaffect any right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or amendment oradoption of such inconsistent provision.

We have entered into indemnification agreementswith each of our officers and directors. These agreements require us to indemnify these individuals to the fullest extent permitted underDelaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of anyproceeding against them as to which they could be indemnified.

Item 15. Recent Sales of Unregistered Securities.

On March 6, 2023, we issued the Transferred Warrantsin connection with our entry into the Credit Agreement. We subsequently transferred the Transferred Warrants on July 21, 2025. The TransferredWarrants expire on March

6, 2030. The Transferred Warrants entitle Midtown Madison ManagementLLC and its assignees to purchase up to 160,000 shares of our Common Stock at an exercise price of $0.25 per share, subject to adjustment.

On October 24, 2024, we issued 167,797 sharesof our Common Stock in connection with the settlement of a putative class action lawsuit, captioned Saunders v. Einbinder, et al., againstdirectors and officers of FinServ Acquisition Corp. and FinServ Holdings LLC filed in 2022 in the Delaware Court of Chancery. We issuedthe shares without registration in reliance upon Section 3(a)(10) of the Securities Act.

On December 20, 2024, we issued 43,839 sharesof our Common Stock in connection with the settlement of a putative class action lawsuit, captioned McIntosh v. Katapult Holdings, Inc.,et al, filed in 2021 in the U.S. District Court for the Southern District of New York. We issued the shares without registration in relianceupon Section 3(a)(10) of the Securities Act.

On April 9, 2025, we issued 54,024 shares of ourCommon Stock in connection with the settlement of a putative class action lawsuit, captioned Saunders v. Einbinder, et al., against directorsand officers of FinServ Acquisition Corp. and FinServ Holdings LLC filed in 2022 in the Delaware Court of Chancery. We issued the shareswithout registration in reliance upon Section 3(a)(10) of the Securities Act.

On June 13, 2025, we issued 29,793 shares of ourCommon Stock in connection with the settlement of a putative class action lawsuit, captioned McIntosh v. Katapult Holdings, Inc., et al,filed in 2021 in the U.S. District Court for the Southern District of New York. We issued the shares without registration in relianceupon Section 3(a)(10) of the Securities Act.

On June 12, 2025, the Borrower, the Group, theCompany, the Agent and the Lenders entered into the Refinancing Agreement. Pursuant to the terms of the Refinancing Agreement, we grantedthe Lenders the right to convert, following the receipt of the Requisite Stockholder Approval, up to 100% of the outstanding New TermLoans in a minimum Conversion Amount of $1,000,000 (or such lesser amount if such lesser amount constitutes the remaining outstandingadvances under the Term Loan), into Conversion Stock plus cash in lieu of fractional shares to the extent the New Term Loan remains outstandingunder the Refinancing Agreement, on or at any time after the earliest to occur of (x) 12 months after the date of receipt of the RequisiteStockholder Approval, (y) June 30, 2026, or (z) upon an Event of Default that is then continuing. The maximum number of shares of ConversionStock that could be issued pursuant to the Term Loan Conversion is 21,864,017 shares of Common Stock.

In addition, on Issue Date, in connection withthe Refinancing Agreement, we issued the Warrants to the Holders. The Warrants entitle the Holders to purchase up to an aggregate of 486,264shares of Common Stock of the Company at an exercise price of $0.01 per share, subject to adjustment. The Warrants may be exercised uponthe earliest to occur of: (i) the completion of the Requisite Special Stockholder Meeting (regardless of the outcome of the vote); (ii)upon any cancellation or revocation of the Requisite Special Stockholder Meeting; (iii) an Acquisition; (iv) the repayment in full ofall Obligations under the Refinancing Agreement; (v) the occurrence of an Event of Default under the Refinancing Agreement that has notbeen waived in accordance with the terms thereof; (vi) the revocation of any waiver of Existing Defaults in accordance with the termsof the Refinancing Agreement; or (vii) the date that is six months from the Issue Date.

None of the foregoing transactions involved anyunderwriters, underwriting discounts or commissions, or any public offering. Unless otherwise stated, the sales of the above securitieswere deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act (or RegulationD or Regulation S promulgated thereunder) as transactions by an issuer not involving any public offering. The recipients of the securitiesin each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or forsale in connection with any distribution thereof and appropriate legends were placed upon the stock certificates issued in these transactions.

Item 16. Exhibits.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

SIGNATURES

Pursuant to the requirements of the SecuritiesAct of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereuntoduly authorized, in New York, New York, on July 25, 2025.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, thatof the undersigned constitutes and appoints Orlando Zayas and Nancy Walsh, his or her true and lawful attorney-in-fact and agent, withfull power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to executeany or all amendments including any post-effective amendments and supplements to this Registration Statement, and any additional RegistrationStatement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith,with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and performeach and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do inperson, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfullydo or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementhas been signed below by the following persons in the capacities and on the dates indicated.

Pursuant to the requirements of the SecuritiesAct of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the datesindicated.

 Exhibit 5.1 and 23.2

Davis Polk & Wardwell llp  450 Lexington Avenue New York, NY 10017

draft

June 25, 2024

Katapult Holdings, Inc.
5360 Legacy Drive, Building 2 

Plano, TX 75024

Ladies and Gentlemen:

Katapult Holdings, Inc., a Delaware corporation(the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-1 (the “RegistrationStatement”) and the related prospectus (the “Prospectus”) for the purpose of registering under the SecuritiesAct of 1933, as amended (the “Securities Act”), (i) up to 486,264 shares of the Company’s common stock, par value$0.0001 per share (the “Common Stock”) issuable upon the exercise of warrants granted to certain entities affiliatedwith Blue Owl Capital Inc. (“Blue Owl”) on June 12, 2025 with an exercise price of $0.01 per share (the “BlueOwl Warrants”), (ii) up to 21,378,017 shares of Common Stock issuable to the Company’s Class B Lenders (as defined inthe Refinancing Agreement (as defined herein)) upon the Term Loan Conversion (as defined in the Refinancing Agreement) (collectively,the “Lenders’ Common Stock”) and (iii) 160,000 shares of Common Stock issuable upon exercise of the warrant topurchase stock, originally issued by the Company to Midtown Madison Management LLC, an affiliate of Atalaya Capital Management LP, ina private placement on March 6, 2023 and subsequently transferred to certain entities affiliated with Blue Owl (the “Transferred  Warrants”,and together with the Blue Owl Warrants, the “Warrants” and, the shares of Common Stock underlying the TransferredWarrants and the Blue Owl Warrants, collectively the “Underlying Common Stock”). The Term Loan Conversion is governedby that certain Amended and Restated Loan and Security Agreement, dated as of June 12, 2025 (the “Refinancing Agreement”),by and among Katapult SPV-1 LLC, Katapult Group, Inc., the Company, Midtown Madison Management LLC, and the lenders party thereto.

We, as your counsel, have examined originals orcopies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisablefor the purpose of rendering this opinion.

In rendering the opinion expressed herein, we have,without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete,(ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewedare genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificatesof public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Companyas to matters of fact in the documents that we reviewed were and are accurate.

Based upon the foregoing, and subject to the additionalassumptions and qualifications set forth below, we advise you that, in our opinion:

We are members of the Bar of the State of New York,and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.  

We hereby consent to the filing of this opinionas an exhibit to the Registration Statement and further consent to the reference to our name under the caption “Legal Matters”in the Prospectus. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section7 of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardell LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM

We have issued our report dated March 28, 2025with respect to the consolidated financial statements of Katapult Holdings, Inc. included in the Annual Report on Form 10-K for the yearended December 31, 2024, which are incorporated by reference in this Registration Statement. We consent to the incorporation by referenceof the aforementioned report in this Registration Statement, and to the use of our name as it appears under the caption “Experts.”

/s/ GRANT THORNTON LLP

Philadelphia, Pennsylvania 

July 25, 2025

 Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

Katapult Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities and CarryForward Securities