PSQH PSQ Holdings Inc

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): May 15, 2024

 

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 2.02. Results of Operations and Financial Condition.

 

On May 15, 2024, PSQ Holdings, Inc. (the “Company”) issued a press release announcing its financial and operating results for the quarter ended March 31, 2024. A copy of the press release is furnished herewith as Exhibit 99.1.

 

The information in Item 2.02 of this Current Report on Form 8-K and the press release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

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

 

On May 1, 2024, the Company, appointed Mike Hebert, age 47, as its Chief Operating Officer, effective May 1, 2024. Mr. Hebert previously served as the Company’s Chief People Officer, a position he held since March 2023. He has been a leader within the human resources and operations space for over fifteen years, with a special focus on the technology sector. Establishing high performance cultures is Mr. Hebert’s specialty as he leverages his deep experience in implementing programs that raise the bar on performance and talent. He has also developed top-performing talent acquisition teams to enable significant company growth. Prior to joining the Company, Mr. Hebert was the Chief Operating Officer at Parler from May 2021 through December 2022; and Head of Human Resources for edX from February 2017 through January 2021. Mr. Hebert earned his B.S. in MIS from Rensselaer Polytechnic Institute.

 

Mr. Hebert and the Company are party to an employment agreement (the “Employment Agreement”) dated July 19, 2023 (the “Closing Date”), pursuant to which Mr. Hebert began serving as our Chief People Officer effective as of the Closing Date, and the Employment Agreement remains in effect. The Employment Agreement provides for Mr. Hebert’s at-will employment and an annual base salary of $350,000, an annual bonus with a target amount equal to 35% of his base salary, as well as his ability to participate in our employee benefit plans generally on the same basis as other similarly situated employees. In September 2023, pursuant to the Employment Agreement, Mr. Hebert was granted an award of 50,000 RSUs under the Company’s equity incentive plan, to vest over three years, with one-third of the RSUs vesting on each of the first three anniversaries of the Closing Date, subject to his continued performance of service for PSQ through each vesting date. Mr. Hebert has also entered into customary restrictive covenant agreements, which include confidentiality, non-competition, non-solicitation of employees and consultants, non-solicitation of customers and suppliers, and non-disparagement covenants.

 

The Employment Agreement provides that if Mr. Hebert’s employment is terminated either (i) by us without Cause or (ii) by him with Good Reason (each as defined in the Employment Agreement), in either case within the period beginning three months before and ending twelve months after a Change in Control (as defined in the Employment Agreement) (the “Change in Control Period”), then Mr. Hebert will be entitled to receive, subject to his execution and nonrevocation of a release of claims in our favor and compliance with all post-employment obligations under law or any restrictive covenant agreement with us or any of our affiliates, (a) a lump sum payment of (x) 15 months of base salary and (y) an amount equal to 125% of his target bonus for the year of termination (or, if higher, his target bonus immediately prior to the Change in Control), (b) a lump sum payment equal to 100% of his target bonus for the year of termination (or, if higher, based on the target bonus immediately prior to the Change in Control) pro-rated based on the number of days he was employed during the calendar year in which his termination occurs, (c) COBRA health continuation for up to 15 months and (d) 100% acceleration of all outstanding and unvested stock-based awards subject to time-based vesting. The Employment Agreement also provides that if his employment is terminated either (i) by us without Cause or (ii) by him with Good Reason, in either case outside the Change in Control Period, then Mr. Hebert will be entitled to receive, subject to his execution and nonrevocation of a release of claims in our favor and compliance with all post-employment obligations under law or any restrictive covenant agreement with us or any of our affiliates, (a) base salary continuation for a period of 12 months, (b) a lump sum payment equal to 100% of the bonus he would have been paid for the year of termination based on actual performance, pro-rated based on the number of days he was employed during the calendar year in which his termination occurs, and (c) COBRA health continuation for up to 12 months. The Employment Agreement contains a Section 280G limited cutback, pursuant to which Mr. Hebert is entitled to receive the greater of (a) the best net after-tax amount of any payments that are subject to the excise tax imposed by Section 4999 of the Code, calculated in a manner consistent with Section 280G of the Code, and (b) the amount of parachute payments he would be entitled to receive if they were reduced to an amount equal to one dollar less than the amount at which Mr. Hebert becomes subject to excise tax imposed by Section 4999 of the Code.

 

 

There are no arrangements or understandings between Mr. Hebert and any other persons, pursuant to which he was appointed as Chief Operating Officer, no family relationships among any of the Company’s directors or executive officers and Mr. Hebert, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

The Company issued a press release on May 15, 2024, announcing the appointment of Mr. Hebert as the Company’s Chief Operating Officer, a copy of which is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The Company relied on the instruction to Item 5.02(c) of Form 8-K to delay the filing of this Current Report to the date of the public announcement of Mr. Hebert’s appointment as Chief Operating Officer.

 

Item 7.01 Regulation FD Disclosure.

 

On May 15, 2024, the Company issued the press release described above in Items 2.02 and 5.02 of this Current Report on Form 8-K. The press release is attached as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

 

All statements in the press release, other than historical financial information, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. See the Company’s other filings with the SEC for a discussion of other risks and uncertainties. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

The information in this Current Report on Form 8-K under Item 7.01 is being “furnished” and not “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under such section. Furthermore, such information shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, unless specifically identified as being incorporated therein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
99.1		Press Release, dated May 15, 2024
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: May 15, 2024	By:	/s/ Michael Seifert
	Name:	Michael Seifert
	Title:	Founder, Chairman and Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

PublicSquare Reports First Quarter 2024 Financial Results

 

Increased First Quarter 2024 Net Revenue by over 800% YoY

 

Pro forma First Quarter 2024 Net Revenue Exceeds Full Year 2023 PSQH Net Revenue

 

WEST PALM BEACH, Fla, May 15, 2024 — PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSquare,” or the “Company”), a holding company that brings together like-minded customers and merchants in the parallel economy, through commerce, payments, products, and services, today announced financial results for the first quarter 2024.

 

Michael Seifert, Chairman and Chief Executive Officer of PublicSquare, commented, “The first quarter 2024 was yet another monumental quarter for PublicSquare with net revenue increasing 9.2x and cash flow operating expenses only rising 2.2x compared to first quarter 2023, showcasing the fact that our business is trending in an incredible fashion towards a profitable and sustainable path of growth. Even more impressive, pro forma first quarter net revenue was greater than all of 2023 net revenue.”

 

“With the acquisition of Credova, a BNPL and business finance solution, and the expedited development of PSQPayments, our uncancellable payment stack, we have moved decisively down the road to owning the infrastructure of the parallel economy. In our Marketplace segment, we continued to make accelerated progress on our e-commerce platform during the quarter, launching functionality like automatically applied discount codes and enhanced search functionality, well ahead of schedule. As we look towards the remainder of 2024, we expect continued growth among all our verticals - Marketplace, Financial Technology, and Brands - as we pursue the ongoing transformation of PublicSquare into a true holding company model leveraging the economic power of our total addressable market. PSQPayments represents the next step in our journey, and we will be dedicating significant internal resources to developing and launching this service that our consumers and merchants have demanded. We continue to believe all signs are pointing in an increasingly positive direction, and we reaffirm our belief that we are just getting started,” concluded Seifert.

 

FIRST QUARTER 2024 HIGHLIGHTS

 

●

Acquired Credova, the leading buy now, pay later (BNPL) provider for the firearms and shooting sports industry, in an all-equity transaction as previously announced on March 13, 2024

 

●

Announced the development of PSQPayments to create an uncancellable payment stack for the parallel economy

 

●

Hired former Klarna North America CEO Brian Billingsley to lead the expedited development and launch of PSQPayments

 

●

Increased net revenue (net of returns & discounts) by 817% to $3.5 million compared to the first quarter 2023

 

●

On a pro forma basis, net revenue was $6.4 million, including Credova as of January 1, 2024, 12.2% greater than the full year 2023 PublicSquare net revenue

 

●

Increased PublicSquare Marketplace segment revenue by 150% compared to the first quarter 2023

 

 

●

Brand segment revenue contributed over $2.1 million in net revenue for the first quarter 2024, of which 75% was subscription-based

 

●

Average Marketplace Monthly Average Users (MAU) increased by 314% compared to the first quarter 2023

 

●

Incurred over $2.3 million in one-time transaction costs related to the Credova transaction during the first quarter 2024 – these transaction expenses are not expected to impact costs going forward

 

●

Ended the first quarter of 2024, pro forma for the previously announced $10.0 million insider/affiliate investment approved by shareholders on April 30, 2024, with $19.3 million in cash, of which $0.2 million was restricted cash

 

SUBSEQUENT EVENTS

 

●

Launched PublicSquare Live, a shopping experience where our consumers can meet the founders and creators of PublicSquare businesses, on Real America’s Voice broadcasting channel, hosted by former QVC host Erin Elmore

 

●

PublicSquare Live, during its inaugural debut on May 11, 2024, drove the highest total online orders for one day since Marketplace launch, exceeding Black Friday 2023

 

●

On May 15, 2024, Mike Hebert was promoted to Chief Operating Officer of PublicSquare. Prior to this role, Mike was the Chief People Officer of PublicSquare from March 2023

 

2024 OUTLOOK - UPDATED

 

The Company’s updated 2024 Outlook assumes changes to segment guidance only. Revenue, profitability, and cash position outlook remain unchanged.

 

REVENUE

 

●

Year-End 2024 Exit Run-Rate Revenue of approximately $47 million to $53 million

 

PROFITABILITY

 

●

EveryLife is expected to reach and maintain cash flow positivity during 2024

 

●

Credova is expected to remain cash flow positive in 2024

 

●

PublicSquare intends to prioritize the development and growth of PSQPayments

 

SEGMENTS

 

●

EveryLife soaps and lotions products are expected to launch during the third quarter 2024

 

●

Eden, a new feminine care product line in the Brands segment, is expected to launch in the second half of 2024

 

●

PSQPayments, a platform building an uncancellable payments stack, is expected to accelerate product development during the second quarter 2024

 

●

PSQPayments is expected to begin implementation for a limited number of key launch clients in the third quarter 2024

 

CASH POSITION

 

●

Expect to exit 2024 with approximately $8.0 million to $10.0 million of cash on the balance sheet

 

 

First Quarter 2024 Prepared Remarks & Discussion

 

Management will host prepared remarks today at 9:00 am ET. The live webcast and replay can be accessed at https://investors.publicsquare.com. PublicSquare 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 PublicSquare’s strategic priorities, business operations, financial position, and efforts to continue enhancing the business.

 

About PublicSquare

 

PublicSquare is a holding company that brings together like-minded customers and merchants in the parallel economy through commerce, payments, products, and services. The primary mission of the Marketplace segment 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 segment consists of Credova, a consumer financing company focusing on the outdoor sports and shooting industry, and PSQPayments. PublicSquare’s Brands segment consists of D2C companies, such as EveryLife, a premium life-affirming baby products company, as well as business services, such as PSQ Link. The PublicSquare Marketplace is free to join for both consumers and business owners. To learn more, download the app on the App Store or Google Play, or visit PublicSquare.com

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Any statements other than statements of historical fact contained herein are forward-looking statements. Such forward-looking statements include, but are not limited to, expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding PublicSquare, anticipated product launches, our products and markets, future financial condition, expected future performance and market opportunities of PublicSquare. Forward-looking statements generally are identified by the words “anticipate,” “believe,” “could,” “expect,” “estimate,” “future,” “intend,” “may,” “might,” “strategy,” “opportunity,” “plan,” “project,” “possible,” “potential,” “project,” “predict,” “scales,” “representative of,” “valuation,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, and in this press release, include statements about our anticipated exit run-rate revenue, profitability, cash position and product launches; however, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including, without limitation: (i) unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of our operations, including the possibility that any of the anticipated benefits of the Credova transaction will not be realized or will not be realized within the expected time period, (ii) the ability of PublicSquare and Credova to integrate the business successfully and to achieve anticipated synergies and value creation, (iii) changes in the competitive industries and markets in which PublicSquare operates, variations in performance across competitors, changes in laws and regulations affecting PublicSquare’s business and changes in the combined capital structure, (iv) the ability to implement business plans, growth, marketplace and other expectations, and identify and realize additional opportunities, (v) risks related to PublicSquare’s limited operating history, the rollout and/or expansion of its business and the timing of expected business milestones, including EveryLife, PSQ Link, E-commerce, the Tucker Carlson partnership, Credova, PSQPayments, PublicSquare Live and Eden, (vi) risks related to PublicSquare’s potential inability to achieve or maintain profitability and generate significant revenue, (vii) the ability to raise capital on reasonable terms as necessary to develop its products in the timeframe contemplated by PublicSquare’s business plan, (viii) the ability to execute PublicSquare’s anticipated business plans and strategy, (ix) the ability of PublicSquare to enforce its current or future intellectual property, including patents and trademarks, along with potential claims of infringement by PublicSquare of the intellectual property rights of others, (x) actual or potential loss of key influencers, media outlets and promoters of PublicSquare’s business or a loss of reputation of PublicSquare or reduced interest in the mission and values of PublicSquare and the segment of the consumer marketplace it intends to serve, and (xi) the risk of economic downturn, increased competition, a changing regulatory landscape and related impacts that could occur in the highly competitive consumer marketplace, both online and through “bricks and mortar” operations. The foregoing list of factors is not exhaustive. Recipients should carefully consider such factors and the other risks and uncertainties described and to be described in PublicSquare’s public filings with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Recipients are cautioned not to put undue reliance on forward-looking statements, and PublicSquare does not assume any obligation to, nor does it intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. PublicSquare gives no assurance that PublicSquare will achieve its expectations.

 

Investors Contact:

investment@publicsquare.com

 

Media Contact:

pr@publicsquare.com

 

 

PSQ HOLDINGS, INC. (dba PublicSquare)

Condensed Consolidated Balance Sheets

 

		March 31,				December 31,
		2024				2023
		(unaudited)
Assets
Current assets
Cash and cash equivalents		$	9,112,952			$	16,446,030
Restricted cash			233,899				-
Accounts receivable, net			365,608				204,879
Loans held for investment, net of allowance for credit losses of $890,470 as of March 31, 2024			5,542,573				-
Interest receivable			426,042				-
Inventory			1,207,381				1,439,182
Prepaid expenses and other current assets			2,945,377				3,084,576
Total current assets			19,833,832				21,174,667
Loans held for investment, net of allowance for credit losses of $183,111 as of March 31, 2024, non-current			1,139,745				-
Property and equipment, net			362,394				127,139
Intangible assets, net			15,758,698				3,557,029
Goodwill			10,930,978				-
Operating lease right-of-use assets			570,585				324,238
Deposits			37,902				63,546
Total assets		$	48,634,134			$	25,246,619
Liabilities and stockholders’ equity
Current liabilities
Revolving line of credit		$	5,100,542			$	-
Accounts payable			6,592,107				1,828,508
Accrued expenses			1,044,015				1,641,553
Deferred revenue			143,648				225,148
Operating lease liabilities, current portion			327,884				310,911
Total current liabilities			13,208,196				4,006,120
Convertible promissory notes			8,449,500				-
Warrant liabilities			7,898,500				10,130,000
Earn-out liabilities			540,000				660,000
Operating lease liabilities			244,818				16,457
Total liabilities			30,341,014				14,812,577
Commitments and contingencies (Note 16)
Stockholders’ equity
Preferred stock, $0.0001 par value; 50,000,000 authorized shares; no shares issued and outstanding as of March 31, 2024 and December 31, 2023			-				-
Class A Common stock, $0.0001 par value; 500,000,000 authorized shares; 28,177,917 shares and 24,410,075 shares issued and outstanding as of March 31, 2024 and December 31, 2023 respectively			2,817				2,441
Class C Common stock, $0.0001 par value; 40,000,000 authorized shares; 3,213,678 shares issued and outstanding as of March 31, 2024 and December 31, 2023			321				321
Additional paid in capital			93,079,952				72,644,419
Accumulated deficit			(74,789,970	)			(62,213,139	)
Total stockholders’ equity			18,293,120				10,434,042
Total liabilities and stockholders’ equity		$	48,634,134			$	25,246,619

 

 

PSQ HOLDINGS, INC. (dba PublicSquare)

Condensed Consolidated Statements of Operations (Unaudited)

 

		For the three months ended March 31,
		2024				2023
Revenues, net		$	3,465,889			$	378,034
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)			598,361				362,973
Cost of goods sold			1,391,408				-
General and administrative			10,262,878				4,091,850
Sales and marketing			4,682,638				666,057
Research and development			1,141,958				248,500
Depreciation and amortization			296,597				545,337
Total costs and expenses			18,373,840				5,914,717
Operating loss			(14,907,951	)			(5,536,683	)
Other income (expense):
Other income			103,379				5,138
Change in fair value of convertible promissory notes			-				(1,147,905	)
Change in fair value of earn-out liabilities			120,000				-
Change in fair value of warrant liabilities			2,231,500				-
Interest expense, net			(124,178	)			(8,001	)
Loss before income tax benefit (expense)			(12,577,250	)			(6,687,451	)
Income tax benefit (expense)			419				(189	)
Net loss		$	(12,576,831	)		$	(6,687,640	)
Net loss per common share, basic and diluted		$	(0.44	)		$	(0.40	)
Weighted-average shares outstanding, basic and diluted			28,395,756				16,683,248

 

 

PSQ HOLDINGS, INC. (dba PublicSquare)

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

		For the three months ended March 31,
		2024				2023
Cash Flows from Operating Activities
Net loss		$	(12,576,831	)		$	(6,687,640	)
Adjustment to reconcile net loss to net cash used in operating activities:
Change in fair value of convertible promissory notes			-				1,147,905
Change in fair value of warrant liabilities			(2,231,500	)			-
Change in fair value of earn-out liabilities			(120,000	)			-
Share based compensation			5,886,423				-
Provision for credit losses on loans held for investment			75,507				-
Origination of loans and leases for resale			(1,493,581	)			-
Proceeds from sale of loans and leases for resale			1,576,585				-
Gain on sale of loans and leases			(83,004	)			-
Depreciation and amortization			296,597				545,337
Non-cash operating lease expense			94,774				40,813
Interest income on loans held for investment			(426,042	)			-
Changes in operating assets and liabilities:
Accounts receivable			(160,729	)			-
Prepaid expenses and other current assets			1,409,133				(116,137	)
Inventory			231,801				-
Deposit			25,644				-
Accounts payable			1,333,428				1,462,977
Accrued expenses			(185,658	)			623,014
Deferred revenue			(81,500	)			2,506
Operating lease payments			(95,787	)			(39,508	)
Net cash used in operating activities			(6,524,740	)			(3,020,733	)
Cash flows from Investing Activities
Software development costs			(769,641	)			(734,404	)
Principal paydowns on loans held for investment			984,888				-
Disbursements for loans held for investment			(715,036	)			-
Acquisition of businesses, net of cash acquired			141,215				-
Purchase of intangible assets			-				(35,312	)
Purchase of property and equipment			-				(13,726	)
Net cash used in investing activities			(358,574	)			(783,442	)
Cash flows from Financing Activities
Repayments on revolving line of credit			(215,865	)			-
Proceeds from the issuance of common stock			-				2,600,125
Proceeds from issuance of convertible promissory notes			-				2,050,000
Net cash (used in) provided by financing activities			(215,865	)			4,650,125
Net (decrease) increase in cash, cash equivalents and restricted cash			(7,099,179	)			845,950
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		$	9,346,851			$	3,176,355
Cash and cash equivalents		$	9,112,952			$	3,176,355
Restricted cash			233,899				-
Total cash, cash equivalents and restricted cash, end of period		$	9,346,851			$	3,176,355
Supplemental Non-Cash Investing and Financing Activity
Accrued variable compensation settled with RSU grants		$	411,880			$	-
Shares issued in connection with Credova Merger		$	14,137,606			$	-
Note Exchange in connection with Credova Merger		$	8,449,500			$	-
Brand intangible purchase for stock		$	-			$	1,334,850

 

 

Segments

 

As of March 31, 2024, the Company’s operating and reportable segments include:

 

●

Marketplace: PSQ has created a marketplace platform to access consumers that are drawn to patriotic, family-friendly values. The Company generates revenue from advertising and e-commerce transaction revenues.

 

●

Brands: Our wholly owned brand is EveryLife, Inc., which generates revenue from online and wholesale sales of diapers and wipes.

 

●

Financial Technology: Our wholly owned subsidiary is Credova Holdings, Inc., which generates revenue primarily through four activities: revenue from sale of loan and lease contracts, revenue from interest earned on loans, revenue from retailer discounts and origination fees paid by lending institutions (direct revenue) earned in connection with providing financing on consumer goods.

 

Adjusted EBITDA is defined as earnings (loss) from operations less depreciation and amortization, share based compensation and transaction costs. Earnings (loss) from operations excludes interest, interest expense, (gain) loss on sale of equipment, change in fair value of financial instruments and other expenses. The Company believes that Adjusted EBITDA is an appropriate measure for evaluating the operating performance of the Company’s business segments because it is the primary measure used by the Company’s chief operating decision maker to evaluate the performance of and allocate resources to the Company’s businesses.

 

Segment performance, as defined by the Company, is not necessarily comparable to other similarly titled captions of other companies.

 

The following tables set forth the Company’s revenues, net and adjusted EBITDA for the three months ended March 31, 2024 and 2023:

 

		For the three months ended March 31,
		2024				2023
Revenues, net:
Marketplace
Advertising and e-commerce sales		$	945,471			$	378,034
Brands
Product sales			2,350,510				-
Returns and discounts			(207,101	)			-
Total Brands revenues, net			2,143,409				-
Financial Technology
Direct revenue			154,607				-
Interest income on loans and leases			139,398				-
Loan and lease contracts sold, net			83,004				-
Total Financial Technology revenues, net			377,009				-
Total revenues, net		$	3,465,889			$	378,034

 

		For the three months ended March 31,
		2024				2023
Adjusted EBITDA:
Marketplace adjusted EBITDA		$	(6,827,402	)		$	(4,991,346	)
Brands adjusted EBITDA			(362,613	)			-
Financial Technology adjusted EBITDA			(128,731	)			-
Total adjusted EBITDA			(7,318,746	)			(4,991,346	)
Transaction costs incurred in connection with acquisitions			(2,293,594	)			-
Share-based compensation (exclusive of what is included in transaction costs above)			(4,999,014	)			-
Depreciation and amortization			(296,597	)			(545,337	)
Other income, net			103,379				5,138
Change in fair value of warrant liabilities			2,231,500				-
Change in fair value of earnout liabilities			120,000				-
Change in fair value of convertible notes			-				(1,147,905	)
Income tax benefit (expense)			419				(189	)
Interest expense, net			(124,178	)			(8,001	)
Net loss		$	(12,576,831	)		$	(6,687,640	)

 

 

7

 

v3.24.1.1.u2

Cover	May 15, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 15, 2024
Entity File Number	001-40457
Entity Registrant Name	PSQ Holdings, Inc.
Entity Central Index Key	0001847064
Entity Tax Identification Number	86-2062844
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	250 S. Australian Avenue
Entity Address, Address Line Two	Suite 1300
Entity Address, City or Town	West Palm Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33401
City Area Code	(877)
Local Phone Number	776-2402
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A common stock, par value $0.0001 per share
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	PSQH
Security Exchange Name	NYSE
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	PSQH.WS
Security Exchange Name	NYSE

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