UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 19, 2025

PSQ Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware		001-40457		86-2062844
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

250 S. Australian Avenue, Suite 1300

West Palm Beach, Florida 33401
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (877) 776-2402

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	PSQH	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	PSQH.WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 19, 2025, Kelly Loeffler, a member of the board of directors (the “Board”) of PSQ Holdings, Inc. (the “Company”), was confirmed by the United States Senate as the Administrator of the Small Business Administration. In accordance with the Company’s Corporate Governance Principles, upon being confirmed for that position, Ms. Loeffler submitted her resignation as a member of the Board, which resignation was effective immediately.

Item 7.01. Regulation FD Disclosure.

On February 21, 2025, the Company issued a press release attached as Exhibit 99.1 announcing Ms. Loeffler’s resignation.

Item 9.01 Financial Statements and Exhibits.‌

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated February 21, 2025
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PSQ Holdings, Inc.

Date: February 21, 2025	By:	/s/ James M. Giudice
	Name:	James M. Giudice
	Title:	Chief Legal Officer and General Counsel

Exhibit 99.1

PublicSquare Congratulates Former Board Member Kelly Loeffler on Confirmation as Administrator of the Small Business Administration

WEST PALM BEACH, Fla., February 21, 2025--(BUSINESS WIRE)--PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSquare,” or the “Company”), today congratulated former board member Kelly Loeffler on her confirmation as Administrator of the Small Business Administration (SBA). Ms. Loeffler was confirmed to her new role by the United States Senate. Per the Company’s Corporate Governance Principles, upon her confirmation, Ms. Loeffler submitted her resignation as a member of the Board, effective immediately.

Michael Seifert, Chairman & CEO of PublicSquare, commented, “We could not be more enthusiastic about Kelly’s confirmation by the Senate to lead the Small Business Administration. President Trump spoke clearly when he nominated Kelly for this role. Small businesses, much like the merchants on PublicSquare, are part of the cornerstone of the success for the second Trump administration, which is focusing on unleashing opportunities for these businesses to grow, innovate, and thrive. Kelly will bring her pro-freedom track record from her time in the United States Senate and her intentional focus on her local community to this essential role in the Trump administration. PublicSquare, as the leading Marketplace focused on empowering liberty-minded small businesses, we know first-hand that these business owners and the communities who support them are the backbone of the economy. I am certain from our time working together that Kelly shares these convictions. With her leadership strength, notable accomplishments as an entrepreneur, and passion for protecting the American dream for small business owners, ‘Main Street’ America should feel a great deal of confidence knowing that they will have an experienced fighter on their side. We are excited to see Kelly lead the charge in helping the Trump Administration advocate for small businesses and everyday Americans, and wish her nothing but success in this new endeavor.”

About PublicSquare

PublicSquare is a technology-enabled marketplace and payments ecosystem serving consumers and merchants who value life, family, and liberty. PublicSquare operates three divisions: Marketplace, Financial Technology, and Brands. The primary mission of the Marketplace is to help consumers “shop their values” and put purpose behind their purchases. PublicSquare leverages data and insights from the Marketplace to assess its customers’ needs and provide wholly-owned quality financial products and brands. PublicSquare’s Financial Technology division comprises Credova, a consumer finance company, and PSQ Payments, a “cancel-proof” payments company. PublicSquare’s Brands division comprises EveryLife, a premium D2C life-affirming baby products company. Visit publicsquare.com to learn more.

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