PSQ Holdings, Inc 8-K/A, filed Aug 9, 2023
PSQ Holdings, Inc. (PSQH)
About this 8-K/A
PSQ Holdings, Inc filed this 8-K/A on August 9, 2023.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(Commission File Number) | (I.R.S. Employer Identification Number) |
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area code: (
(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:
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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
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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.
Explanatory Note
Item 2.02 Results of Operations and Financial Condition.
The Company is filing this Amendment No. 1 to the Original Report and the attached as Exhibit 99.1 to this Amendment No. 1 to update the Original Press Release to replace the Original Exhibit to reflect the contents of Earnings Release which is attached hereto as Exhibit 99.1.
The information set forth in Item 2.02 of this Amendment No. 1 including Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information set forth in Item 2.02 to this Amendment No. 1 including Exhibit 99.1 of this Amendment No. 1 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
| 99.1 | Updated press release of the Registrant dated August 9, 2023 announcing its results of operations for the second quarter ended June 30, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
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: August 9, 2023 | By: | /s/ Michael Seifert |
| Name: | Michael Seifert | |
| Title: | Founder, Chairman and Chief Executive Officer | |
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Exhibit 99.1
PublicSq. Reports
Second Quarter 2023 Financial Results
In 13 months since its nationwide launch,
PublicSq. Consumer Members and Businesses on Platform
now exceed 1.4 million and 65,000, respectively, as of July 31st
This represents 272% and 98% growth since December 31, 2022, respectively
The Company’s first direct-to-consumer
brand, EveryLife, launched on July 13th and generated
estimated revenue of $300,000 in its first 19 days of sales
Roughly 60% of EveryLife orders were monthly auto-renew subscriptions
WEST PALM BEACH, Fla, August 9, 2023 — PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSq.” pronounced “Public Square”), a leading marketplace of patriotic businesses and consumers, today provided financial results for the second quarter ended June 30, 2023.
Michael Seifert, Chairman and Chief Executive Officer of PublicSq., stated, “While so many companies are celebrating what is wrong, we choose to celebrate what is right. We support small businesses and brands rooted in American exceptionalism — companies that exist to serve hardworking people who still believe in the values that built this great nation and want to see it thrive. The growth of our community and the engagement of our network, particularly since the beginning of the year, has been extraordinary, and we are just getting started. With our July listing on the NYSE, we are now a public company by the people, for the people, and owned by, ‘We the People.’”
1H 2023 Through June 30, 2023 Financial & Business Highlights
| ● | The Company had 1.20 million consumer members at June 30, 2023, up 212% from 385,000 members as of December 31, 2022. |
| ● | The increase in consumer members is primarily driven by increased exposure, enhanced app performance, and the growth of the Company’s Outreach Program. |
| ● | Consolidated revenue for 1H 2023 grew 1,144% versus 1H 2022. |
| ● | Revenue for 1H23 was $908,000, reflecting $530,000 generated in the second quarter and $378,000 in the first quarter. First half revenue in 2022 was $73,000. |
| ● | The Company had over 57,000 businesses as of quarter end. |
Subsequent Events
| ● | Over 1.43 million consumer members as of July 31, 2023, up 271% from 385,000 members as of December 31, 2022. |
| ● | There were over 65,000 businesses as of July 31, 2023, versus 32,851 as of December 31, 2022, representing 98% growth. |
| ● | The Company launched EveryLife Inc. (“EveryLife”), a wholly-owned baby-care brand, on July 13, 2023. During the first 19 operating days to the end of July, EveryLife generated over 4,300 total orders, which created total estimated revenues of around $300,000. Roughly 60% of these orders were monthly auto-renew subscriptions. |
| ● | The Company has also experienced significant growth of average daily unique sessions, which refers to the average number of unique IP addresses accessing the app.publicsq.com platform on mobile and desktop devices in a single day. Since tracking this data, the average daily unique sessions have grown over 400% to an average of 453,225 per day for the month of July 2023, compared to an average of 89,843 unique sessions per day for the period from January 18, 2023 through January 31, 2023. |
| ● | As of July 31, 2023, cash and cash equivalents were $32.6 million. |
| ● | The Company plans on filing its customary S-1 registration statement related to its public listing via SPAC after market close on August 9, 2023. The registration statement is related to warrants and securities that have already been issued and outstanding since Colombier Acquisition Corporation’s initial public offering in June 2021. It is not related to new capital raising activities by PublicSq. Furthermore, the Company does not anticipate pursuing any additional financing for the current business in the foreseeable future. |
Prepared Remarks & Discussion
Management will host prepared remarks today at 9:00 am ET. The live webcast and replay can be accessed at https://publicsq.com/investors. PublicSq. has utilized the Say Technologies platform to allow shareholders to submit questions to management in advance of the webcast. Management will respond to previously submitted, top questions that pertain to PublicSq.’s strategic priorities, business operations, financial position and efforts to continue enhancing the business. To comply with U.S. securities laws and on the advice of counsel, the Company will not comment on other topics.
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About PublicSq.
PublicSq. is an app and website that connects patriotic Americans to high-quality businesses that share their values, both online and in their local communities. The primary mission of the platform is to help consumers “shop their values” and put purpose behind their purchases. In just over one year since its nationwide launch, PublicSq. has seen tremendous growth and proven to the nation that the parallel, “patriotic” economy can be a major force in commerce. The platform has over 65,000 businesses from a variety of different industries and over 1.4 million consumer members. Additionally, PublicSq. leverages data and insights from the platform to assess its members’ needs and provide quality wholly-owned products, such as EveryLife diapers and wipes, to fill those needs. PublicSq. is free to join for both consumers and business owners alike, and to learn more, download the app on the App Store or Google Play, or visit PublicSq.com
About EveryLife Inc.
EveryLife Inc. began with a simple mission: to provide premium products for every baby, because every baby is a miracle from God who deserves to be loved, protected, and supported. At EveryLife, we believe in providing for — and protecting — the next generation. EveryLife Inc. was acquired by PublicSq. in February 2023 and launched on July 13, 2023 as a wholly owned baby-care brand selling diapers and wipes. To learn more, please visit everylife.com.
Contacts:
For Investors:
investment@publicsq.com
For Media:
pr@publicsq.com
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PSQ HOLDINGS, INC (dba PublicSq.)
Condensed Consolidated Balance Sheets
| June 30, 2023 | December 31, 2022 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 6,170,477 | $ | 2,330,405 | ||||
| Short-term investments | 10,049,870 | - | ||||||
| Prepaid expenses and other current assets | 1,034,454 | 289,379 | ||||||
| Total current assets | 17,254,801 | 2,619,784 | ||||||
| Intangible assets, net | 2,439,451 | 1,267,673 | ||||||
| Operating lease right-of-use asset | 210,847 | 293,520 | ||||||
| Property and equipment, net | 137,353 | 26,723 | ||||||
| Deposits | 38,165 | 7,963 | ||||||
| Total assets | $ | 20,080,617 | $ | 4,215,663 | ||||
| Liabilities and stockholders’(deficit) equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 573,238 | $ | 424,065 | ||||
| Accrued expenses | 2,176,742 | 41,494 | ||||||
| Deferred revenue | 113,521 | 49,654 | ||||||
| Current portion of operating lease liabilities | 185,673 | 169,275 | ||||||
| Total current liabilities | 3,049,174 | 684,488 | ||||||
| Convertible promissory notes | 37,071,109 | - | ||||||
| Operating lease liabilities, non-current | 33,293 | 129,762 | ||||||
| Total liabilities | 40,153,576 | 814,250 | ||||||
| Commitments and contingencies (Note 14) | ||||||||
| Stockholders’ (deficit) equity | ||||||||
| Common stock, $0.001 par value; 1,100,000 authorized shares; 900,475 and 771,155 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 900 | 771 | ||||||
| Additional paid in capital | 16,219,040 | 12,384,206 | ||||||
| Subscription receivable | - | (99,612 | ) | |||||
| Accumulated deficit | (36,292,899 | ) | (8,883,952 | ) | ||||
| Total stockholders’ (deficit) equity | (20,072,959 | ) | 3,401,413 | |||||
| Total liabilities and stockholders’ (deficit) equity | $ | 20,080,617 | $ | 4,215,663 | ||||
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PSQ HOLDINGS, INC (dba PublicSq.)
Condensed Consolidated Statements of Operations (Unaudited)
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenue | $ | 529,707 | $ | 72,941 | $ | 907,741 | $ | 72,941 | ||||||||
| Costs and expenses: | ||||||||||||||||
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | 432,934 | 154,746 | 795,907 | 273,393 | ||||||||||||
| General and administrative | 3,837,946 | 857,579 | 7,987,317 | 1,327,784 | ||||||||||||
| Sales and marketing | 2,460,305 | 406,487 | 3,068,840 | 525,046 | ||||||||||||
| Research and development | 288,483 | 102,278 | 536,984 | 314,691 | ||||||||||||
| Depreciation and amortization | 699,237 | 166,083 | 1,244,574 | 273,916 | ||||||||||||
| Total costs and expenses | 7,718,905 | 1,687,173 | 13,633,622 | 2,714,830 | ||||||||||||
| Operating loss | (7,189,198 | ) | (1,614,232 | ) | (12,725,881 | ) | (2,641,889 | ) | ||||||||
| Other income: | ||||||||||||||||
| Other income, net | 48,549 | 53,687 | 7,846 | |||||||||||||
| Changes in fair value of convertible promissory notes | (13,423,204 | ) | - | (14,571,109 | ) | - | ||||||||||
| Interest expense | (155,854 | ) | - | (163,855 | ) | - | ||||||||||
| Loss before income tax expense | (20,719,707 | ) | (1,614,232 | ) | (27,407,158 | ) | (2,634,043 | ) | ||||||||
| Income tax expense | (1,600 | ) | (713 | ) | (1,789 | ) | (713 | ) | ||||||||
| Net loss | (20,721,307 | ) | (1,614,945 | ) | (27,408,947 | ) | (2,634,756 | ) | ||||||||
| Net loss per common share, basic and diluted | $ | (23.01 | ) | $ | (3.04 | ) | $ | (31.52 | ) | $ | (5.10 | ) | ||||
| Weighted-average shares outstanding, basic and diluted | 900,475 | 532,087 | 869,488 | 516,321 | ||||||||||||
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PSQ HOLDINGS, INC (dba PublicSq.)
Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity (Unaudited)
| Common Stock | Additional Paid- In | Subscription | Accumulated | Total Stockholders’ (Deficit) | ||||||||||||||||||||
| Shares | Amount | Capital | Receivable | Deficit | Equity | |||||||||||||||||||
| Balance at December 31, 2022 | 771,155 | $ | 771 | $ | 12,384,206 | $ | (99,612 | ) | $ | (8,883,952 | ) | $ | 3,401,413 | |||||||||||
| Issuance of common stock for cash | 74,320 | 74 | 2,500,039 | — | — | 2,500,113 | ||||||||||||||||||
| Receipt of subscription receivable | — | — | — | 100,012 | — | 100,012 | ||||||||||||||||||
| Issuance of common stock for asset acquisition | 55,000 | 55 | 1,334,795 | — | — | 1,334,850 | ||||||||||||||||||
| Net loss | — | — | — | — | (6,687,640 | ) | (6,687,640 | ) | ||||||||||||||||
| Balance at March 31, 2023 | 900,475 | $ | 900 | $ | 16,219,040 | $ | 400 | $ | (15,571,592 | ) | $ | 648,748 | ||||||||||||
| Repayment of subscription payable | — | — | — | (400 | ) | — | (400 | ) | ||||||||||||||||
| Net loss | — | — | — | — | (20,721,307 | ) | (20,721,307 | ) | ||||||||||||||||
| Balance at June 30, 2023 | 900,475 | $ | 900 | $ | 16,219,040 | $ | — | $ | (36,292,899 | ) | $ | (20,072,959 | ) | |||||||||||
| Common Stock | Additional Paid- In | Subscription | Accumulated | Total Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Receivable | Deficit | Equity | |||||||||||||||||||
| Balance at December 31, 2021 | 485,731 | $ | 486 | $ | 2,799,994 | $ | (34,600 | ) | $ | (1,905,376 | ) | $ | 860,504 | |||||||||||
| Issuance of common stock for cash | 25,845 | 26 | 810,219 | — | — | 810,245 | ||||||||||||||||||
| Receipt of subscription receivable | — | — | — | 35,000 | — | 35,000 | ||||||||||||||||||
| Net loss | — | — | — | — | (1,019,811 | ) | (1,019,811 | ) | ||||||||||||||||
| Balance at March 31, 2022 | 511,576 | $ | 512 | $ | 3,610,213 | $ | 400 | $ | (2,925,187 | ) | $ | 685,938 | ||||||||||||
| Issuance of common stock for cash | 40,285 | 40 | 1,455,060 | — | — | 1,455,100 | ||||||||||||||||||
| Net loss | — | — | — | — | (1,614,945 | ) | (1,614,945 | ) | ||||||||||||||||
| Balance at June 30, 2022 | 551,861 | $ | 552 | $ | 5,065,273 | $ | 400 | $ | (4,540,132 | ) | $ | $526,093 | ||||||||||||
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PSQ HOLDINGS, INC (dba PublicSq.)
Condensed Consolidated Statements of Cash Flows (Unaudited)
| For the six months ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | (27,408,947 | ) | $ | (2,634,756 | ) | ||
| Adjustment to reconcile net loss to cash used in operating activities: | ||||||||
| Change in fair value of convertible promissory notes | 14,571,109 | - | ||||||
| Depreciation and amortization | 1,244,574 | 273,916 | ||||||
| Non-cash operating lease expense | 82,673 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | (745,075 | ) | (90,614 | ) | ||||
| Deposits | (30,202 | ) | (5,463 | ) | ||||
| Accounts payable | 149,173 | 434,142 | ||||||
| Accrued expenses | 2,135,248 | 61,240 | ||||||
| Deferred revenue | 63,867 | 4,590 | ||||||
| Operating lease payments | (80,071 | ) | - | |||||
| Net cash used in operating activities | (10,017,651 | ) | (1,956,945 | ) | ||||
| Cash flows from Investing Activities | ||||||||
| Purchase of short-term investments | (10,049,870 | ) | - | |||||
| Software development costs | (992,467 | ) | (688,605 | ) | ||||
| Purchase of intangible assets | (86,601 | ) | - | |||||
| Purchase of property and equipment | (113,064 | ) | (21,465 | ) | ||||
| Net cash used in investing activities | (11,242,002 | ) | (710,070 | ) | ||||
| Cash flows from Financing Activities | ||||||||
| Proceeds from the issuance of common stock | 2,600,125 | 2,300,345 | ||||||
| Repayment of subscription payable | (400 | ) | - | |||||
| Proceeds from issuance of convertible promissory notes | 22,500,000 | - | ||||||
| Net cash provided by financing activities | 25,099,725 | 2,300,345 | ||||||
| Net increase (decrease) in cash and cash equivalents | 3,840,072 | (366,670 | ) | |||||
| Cash and cash equivalents, beginning of period | 2,330,405 | 399,403 | ||||||
| Cash and cash equivalents, end of the period | $ | 6,170,477 | $ | 32,733 | ||||
| Supplemental Non-Cash Investing and Financing Activity | ||||||||
| Brand intangible purchase for stock | $ | 1,334,850 | $ | - | ||||
| Subscription receivable (payable) | $ | - | $ | (400 | ) | |||
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