PSQH 8-K

PSQ Holdings, Inc. (PSQH)

8-K 2025-03-13 For: 2025-03-13

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Added on April 08, 2026

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o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Exhibit No.						Description
99.1						Press Release, dated March 13, 2025
104						Cover Page Interactive Data File (embedded within the inline XBRL document)


	PSQ Holdings, Inc.

Date: March 13, 2025	By:	/s/ James M. Giudice
	Name:	James M. Giudice
	Title:	Chief Legal Officer and General Counsel


	December 31,
	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	36,324,354	$	16,446,030
Restricted cash	265,253		—
Accounts receivable, net	447,819		204,879
Loans held for investment, net of allowance for credit losses of $689,007 as of December 31, 2024	3,986,997		—
Interest Receivable	314,104		—
Inventory	2,663,397		1,439,182
Prepaid expenses and other current assets	2,835,238		3,084,576
Total current assets	46,837,162		21,174,667
Loans held for investment, net of allowance for credit losses of $127,038 as of December 31, 2024, non-current	735,118		—
Property and equipment, net	275,539		127,139
Intangible assets, net	15,790,437		3,557,029
Goodwill	10,930,978		—
Operating lease right-of-use assets	274,603		324,238
Deposits	50,004		63,546
Total assets	$	74,893,841	$	25,246,619

Liabilities and stockholders’ equity
Current liabilities:
Revolving line of credit	$	3,777,279	$	—
Accounts payable	3,503,553		1,828,508
Accrued expenses	1,167,329		1,641,553
Deferred revenue	53,671		225,148
Operating lease liabilities, current portion	122,587		310,911
Total current liabilities	8,624,419		4,006,120
Convertible promissory notes, related party (Note 14)	20,000,000		—
Convertible promissory notes	8,449,500		—
Earn-out liabilities	620,000		660,000
Warrant liabilities	10,186,000		10,130,000
Operating lease liabilities	163,716		16,457
Total liabilities	48,043,635		14,812,577
Commitments and contingencies (Note 19)
Stockholders’ equity
Preferred stock, $0.0001 par value; 50,000,000 authorized shares; no shares issued and outstanding as of December 31, 2024 and 2023	—		—
Class A Common stock, $0.0001 par value; 500,000,000 authorized shares; 39,575,499 shares and 24,410,075 shares issued and outstanding as of December 31, 2024 and 2023, respectively	3,958		2,441
Class C Common stock, $0.0001 par value; 40,000,000 authorized shares; 3,213,678 shares issued and outstanding as of December 31, 2024 and 2023	321		321
Additional paid in capital	146,746,355		72,644,419
Accumulated deficit	(119,900,428)		(62,213,139)
Total stockholders’ equity	26,850,206		10,434,042
Total liabilities and stockholders’ equity	$	74,893,841	$	25,246,619


	Unaudited Three months ended December 31,				Audited Years ended December 31,
	2024		2023		2024		2023
Revenues, net	$	7,208,205	$	2,747,346	$	23,199,434	$	5,685,987
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization expense shown below)	680,510		639,626		2,419,239		1,829,066
Cost of goods sold (exclusive of depreciation and amortization expense shown below)	2,104,601		1,065,475		6,705,961		1,969,147
Transaction costs incurred in connection with the Business Combination	—		(202,400)		—		6,845,777
General and administrative	9,773,809		7,774,436		43,326,414		15,222,451
Sales and marketing	4,385,128		5,357,062		18,765,805		12,096,211
Research and development	1,287,067		1,315,682		4,434,363		4,626,625
Depreciation and amortization	1,056,249		438,387		3,258,810		2,442,706
Total costs and expenses	19,287,364		16,388,268		78,910,592		45,031,983
Operating loss	(12,079,159)		(13,640,922)		(55,711,158)		(39,345,996)
Other income (expense):
Other income, net	233,452		167,163		343,747		340,807
Change in fair value of convertible promissory notes	—		—		—		(14,571,109)
Change in fair value of earn-out liabilities	(470,000)		1,290,000		40,000		1,740,000
Change in fair value of warrant liabilities	(7,553,500)		6,469,500		(56,000)		(1,313,500)
Interest expense, net	(868,456)		33,101		(2,302,697)		(177,444)
Loss before income taxes	(20,737,663)		(5,681,158)		(57,686,108)		(53,327,242)
Income tax expense	2,362		3,472		1,181		1,945
Net loss	$	(20,740,025)	$	(5,684,630)	$	(57,687,289)	$	(53,329,187)

Net loss per common share, basic and diluted	$	(0.66)	$	(0.21)	$	(1.80)	$	(2.43)
Weighted average shares outstanding, basic and diluted	31,391,595		27,623,753		32,019,491		21,964,451


	For the years ended December 31,
	2024		2023
Cash Flows from Operating Activities
Net loss	$	(57,687,289)	$	(53,329,187)
Adjustment to reconcile net loss to cash used in operating activities
Change in fair value of convertible promissory notes	—		14,571,109
Change in fair value of earn-out liabilities	(40,000)		(1,740,000)
Change in fair value of warrant liabilities	56,000		1,313,500
Share-based compensation	20,723,153		6,706,419
Realized gain on short term investment	—		(173,644)
Amortization of step-up in loans held for investment	732,393		—
Provision for credit losses on loans held for investment	1,052,651		—
Origination of loans and leases for resale	(27,023,006)		—
Proceeds from sale of loans and leases for resale	31,025,468		—
Gain on sale of loans and leases	(4,002,463)		—
Depreciation and amortization	3,258,810		2,442,706
Non-cash operating lease expense	377,176		216,138
Interest expense	—		58,706
Changes in operating assets and liabilities:
Accounts receivable	(242,940)		(204,879)
Interest receivable	(314,104)		—
Inventory	(1,224,215)		(1,439,182)
Prepaid expenses and other current assets	1,519,271		(224,278)
Deposits	13,542		(55,583)
Accounts payable	(1,737,159)		2,711,585
Accrued expenses	(62,346)		3,425,542
Deferred revenue	(171,477)		175,494
Operating lease liabilities	(382,186)		(218,524)
Net cash used in operating activities	(34,128,721)		(25,764,078)

Cash flows from Investing Activities
Software development costs	(3,681,123)		(3,150,925)
Principal paydowns on loans held for investment	13,456,408		—
Disbursements for loans held for investment	(12,935,888)		—
Acquisition of businesses, net of cash acquired	141,215		—
Purchases of short-term investments	—		(10,049,870)
Proceeds from the sale of short-term investments	—		10,223,514
Purchase of intangible assets and trademarks	—		(233,881)
Purchases of property and equipment	—		(113,065)
Net cash used in investing activities	(3,019,388)		(3,324,227)

Cash flows from Financing Activities
Proceeds from convertible note payable, related party (Note 14)	20,000,000		—
Proceeds from convertible note payable	—		22,500,000
Net proceeds from reverse recapitalization	—		18,104,194
Net disbursements for taxes paid related to vesting of employee restricted stock units	(468,981)		—
Proceeds from issuances of common stock, net of issuance costs	39,299,795		2,600,136
Proceeds from revolving line of credit	7,018,052		—
Repayments on revolving line of credit	(8,557,180)		—
Repayment of subscription payable	—		(400)
Net cash provided by financing activities	57,291,686		43,203,930
Net increase in cash, cash equivalents and restricted cash	20,143,577		14,115,625
Cash, cash equivalents, and restricted cash, beginning of period	16,446,030		2,330,405
Cash, cash equivalents, and restricted cash, end of the period	$	36,589,607	$	16,446,030
Cash and cash equivalents	36,324,354		16,446,030
Restricted cash	265,253		—
Total cash, cash equivalents, and restricted cash, end of the period	$	36,589,607	$	16,446,030

Supplemental Cash Flow Information
Recording of right of use asset and lease liability	$	—	$	246,856

Promissory notes, inclusive of accrued interest converted to equity	$	—	$	37,294,022
Initial recognition of earn-out liability	$	—	$	2,400,000
Acquisition of warrant liability	$	—	$	8,816,500
Prepaid expenses assumed in connection with Business Combination	$	—	$	2,570,919
Liabilities assumed in connection with Business Combination	$	—	$	92,929
Liabilities paid through the trust	$	—	$	1,778,672
Accrued variable compensation settled with RSU grants	$	411,878	$	—
Shares issued in connection with Credova Merger	$	14,137,606	$	—
Note Exchange in connection with Credova Merger	$	8,449,500	$	—
Stock for stock transfer	$	—	$	1,334,858


	For the three months ended December 31,				For the twelve months ended December 31,
	2024		2023		2024		2023
Reconciliation:
GAAP operating loss	$	(12,079,159)	$	(13,640,922)	$	(55,711,158)	$	(39,345,996)
Non-GAAP adjustments
Corporate costs not allocated to segments	(4,169,268)		(1,918,844)		(16,106,785)		(10,149,261)
Transaction costs incurred in connection with the Business Combination	—		202,400		—		(6,845,777)
Transaction costs incurred in connection with acquisitions	—		(550,792)		(2,295,502)		(550,792)
Share-based compensation (exclusive of what is included in transaction costs above)	(3,868,146)		(4,812,930)		(19,835,744)		(5,998,019)
Depreciation and amortization	(1,056,249)		(438,387)		(3,258,810)		(2,442,706)
Non-GAAP operating loss	$	(2,985,496)	$	(6,122,369)	$	(14,214,317)	$	(13,359,441)