Statistiche di base
| CIK | 1847064 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to PSQ Holdings, Inc. - Equity Warrant
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| August 20, 2025 |
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): August 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 |
|
| August 20, 2025 |
PublicSquare Grateful for Closure of Politically Motivated CFPB Investigation into Credova Exhibit 99.1 PublicSquare Grateful for Closure of Politically Motivated CFPB Investigation into Credova · Closure affirms Credova and PublicSquare’s responsible and transparent operations supporting the Second Amendment · End of this Biden-era, politically motivated investigation is a victory for freedom, for business, and for every American who refuses to yield to government overreach WEST PALM B |
|
| August 12, 2025 |
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): August 12, 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 |
|
| August 12, 2025 |
Exhibit 99.1 PublicSquare Reports Second Quarter 2025 Financial Results, Announces Strategic Repositioning to Accelerate Fintech Growth WEST PALM BEACH, FL, August 12, 2025 — PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSquare,” or the “Company”), today reported financial results for the second quarter 2025 and announced a strategic repositioning to accelerate the growth of its Fintech segment. Three k |
|
| August 12, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40457 PSQ Ho |
|
| July 30, 2025 |
Exhibit 99.1 PublicSquare Strengthens Board with Appointment of Caitlin Long, Renowned Bitcoin and Crypto Finance Expert WEST PALM BEACH, Fla. — July 30, 2025 — PSQ Holdings, Inc. (NYSE: PSQH) ("PublicSquare" or the "Company"), today announced the appointment of Caitlin Long to the Company’s Board of Directors, effective immediately. A renowned Bitcoin and crypto finance expert, Ms. Long has over |
|
| July 30, 2025 |
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): July 28, 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 N |
|
| June 3, 2025 |
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 29, 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 Nu |
|
| May 27, 2025 |
PublicSquare to Explore Digital Asset Treasury Strategy As Part of Fintech Initiatives Exhibit 99.1 PublicSquare to Explore Digital Asset Treasury Strategy As Part of Fintech Initiatives WEST PALM BEACH, Fla, May 27, 2025 — PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSquare” or the “Company”), America’s leading marketplace and payments ecosystem valuing life, family, and liberty, today announced its intention to explore a Digital Asset Treasury Strategy as part of its expanding Fintech |
|
| May 27, 2025 |
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 27, 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 Nu |
|
| May 23, 2025 |
Employment Agreement, between PSQ Holdings, Inc. and James Rinn, effective as of June 1, 2025 Exhibit 10.1 PSQ HOLDINGS, INC. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of May 23, 2025 by and between PSQ Holdings, Inc., a Delaware corporation (the “Company”), and James Rinn (the “Executive”) (together, the “Parties”). RECITALS WHEREAS, the Parties desire to enter into an agreement whereby the Executive will be employed by the Company on the terms contained |
|
| May 23, 2025 |
PublicSquare Announces CFO Transition Exhibit 99.1 PublicSquare Announces CFO Transition WEST PALM BEACH, Fla, May 23, 2025 — PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSquare,” or the “Company”), America’s leading marketplace and payments ecosystem valuing life, family, and liberty, today announced that James Rinn has been appointed Chief Financial Officer, effective June 1, 2025. Mr. Rinn, who has served as a board member and chair of |
|
| May 23, 2025 |
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 23, 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 Nu |
|
| May 23, 2025 |
Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT May 23, 2025 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 TCBI Securities, Inc. d/b/a Texas Capital Securities 2000 McKinney Avenue, Suite 700 Dallas, TX 75201 Ladies and Gentlemen: PSQ Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) wit |
|
| May 23, 2025 |
Up to $50,000,000 PSQ Holdings, Inc. Class A Common Stock Filed pursuant to Rule 424(b)(5) Registration No. 333-287154 PROSPECTUS SUPPLEMENT (To prospectus dated May 16, 2025) Up to $50,000,000 PSQ Holdings, Inc. Class A Common Stock On May 23, 2025, we entered into an At-the-Market Offering Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (“Roth”) and TCBI Securities, Inc., doing business as Texas Capital Securities (“TCS”), relating to |
|
| May 23, 2025 |
Exhibit 10.2 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of May 23, 2025 (the “Effective Date”) by James Rinn (the “Executive”) and PSQ Holdings, Inc., a Delaware corporation, (the “Company”) and each of the Company’s respective present and future affiliates, successors, and direct and/or i |
|
| May 20, 2025 |
Secondary Offering of 1,981,483 shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-287151 PROSPECTUS Secondary Offering of 1,981,483 shares of Class A Common Stock This prospectus relates to the offer and sale, from time to time, by the selling security holders identified in this prospectus (such selling security holders and their permitted transferees, the “Selling Holders”) of up to an aggregate of 1,981,483 shares (the “Re |
|
| May 20, 2025 |
Common Stock Preferred Stock Debt Securities Filed Pursuant to Rule 424(b)(3) Registration No. 333-287154 PROSPECTUS $200,000,000 Common Stock Preferred Stock Debt Securities Warrants Rights Units From time to time, we may offer and sell our securities listed above in one or more offerings in amounts, at prices and on terms that we will determine at the time of the offering. The aggregate initial offering price of all securities sold by us u |
|
| May 15, 2025 |
PSQ Holdings, Inc. 313 Datura Street, Suite 200 West Palm Beach, Florida 33401 May 15, 2025 PSQ Holdings, Inc. 313 Datura Street, Suite 200 West Palm Beach, Florida 33401 May 15, 2025 VIA EDGAR U.S. Securities and Exchange Commission, Division of Corporation Finance, Office of Trade & Services 100 F Street, N.E., Washington, D.C. 20549 Attention: Cara Wirth Re: Acceleration Request for PSQ Holdings, Inc. Registration Statement on Form S-3 (File No. 333-287154) Ladies and Gentlemen: Pursu |
|
| May 15, 2025 |
PSQ Holdings, Inc. 313 Datura Street, Suite 200 West Palm Beach, Florida 33401 May 15, 2025 PSQ Holdings, Inc. 313 Datura Street, Suite 200 West Palm Beach, Florida 33401 May 15, 2025 VIA EDGAR U.S. Securities and Exchange Commission, Division of Corporation Finance, Office of Trade & Services 100 F Street, N.E., Washington, D.C. 20549 Attention: Cara Wirth Re: Acceleration Request for PSQ Holdings, Inc. Registration Statement on Form S-3 (File No. 333-287151) Ladies and Gentlemen: Pursu |
|
| May 9, 2025 |
As filed with the Securities and Exchange Commission on May 9, 2025 As filed with the Securities and Exchange Commission on May 9, 2025 Registration No. |
|
| May 9, 2025 |
Exhibit 4.5 PSQ Holdings, Inc. INDENTURE Dated as of , 20 as Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 4 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2.2. Establishment |
|
| May 9, 2025 |
As filed with the Securities and Exchange Commission on May 9, 2025 As filed with the Securities and Exchange Commission on May 9, 2025 Registration No. |
|
| May 9, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) PSQ Holdings, Inc. |
|
| May 9, 2025 |
Exhibit 107 Calculation of Filing Fee Table FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) PSQ Holdings, Inc. |
|
| May 8, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40457 PSQ H |
|
| May 8, 2025 |
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 8, 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 Num |
|
| May 8, 2025 |
PublicSquare Reports First Quarter 2025 Financial Results Exhibit 99.1 PublicSquare Reports First Quarter 2025 Financial Results WEST PALM BEACH, Fla, May 8, 2025 — PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSquare,” or the “Company”), America's leading marketplace and payments ecosystem valuing life, family, and liberty, reported today financial results for the first quarter 2025. “The first quarter of 2025 saw a number of our FinTech initiatives begin to |
|
| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
|
| March 13, 2025 |
PSQ HOLDINGS, INC. Insider Trading Policy (Board Approved on July 19, 2023) 1. BACKGROUND AND PURPOSE 1.1 Definitions. The following terms have the meanings specified or referred to in this Policy: (a) “Blackout Period” means a Regular Blackout Period or a Corporate News Blackout Period. (b) “Board” means the board of Directors of the Company. (c) “BTR” has the meaning set forth in Section 5. (d) |
|
| March 13, 2025 |
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): March 13, 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 |
|
| March 13, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40457 |
|
| March 13, 2025 |
PublicSquare Reports Fourth Quarter and Full Year 2024 Financial Results Exhibit 99.1 PublicSquare Reports Fourth Quarter and Full Year 2024 Financial Results WEST PALM BEACH, Fla, March 13, 2025 — PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSquare,” or the “Company”), America's leading commerce and payments ecosystem valuing life, family, and liberty, reported today financial results for the fourth quarter 2024 and full year 2024. “Our accomplishments in 2024 were signifi |
|
| March 4, 2025 |
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 26, 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 Fi |
|
| February 21, 2025 |
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 ( |
|
| February 21, 2025 |
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 Fi |
|
| January 29, 2025 |
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): January 26, 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 Fil |
|
| January 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PSQ Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 86-2062844 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 250 S. Australian Avenue, Suite 1300 West Palm Beach, Florida 3340 |
|
| January 21, 2025 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) PSQ Holdings, Inc. |
|
| December 12, 2024 |
PSQH / PSQ Holdings, Inc. / CVI Investments, Inc. - SC 13G Passive Investment SC 13G 1 tm2430828d1sc13g.htm SC 13G CUSIP No: 693691107 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* PSQ Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Cl |
|
| December 12, 2024 |
EX-99.I 2 tm2430828d1ex99-i.htm EXHIBIT I Exhibit I LIMITED POWER OF ATTORNEY THIS LIMITED POWER OF ATTORNEY given on the 16th day of July, 2015 by CVI Investments, Inc. (hereinafter called "the Company"), whose Registered Office is situated at PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. WHEREAS, by agreement dated July 16, 2015, by and between the C |
|
| December 12, 2024 |
EX-99.II 3 tm2430828d1ex99-ii.htm EXHIBIT II EXHIBIT II JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Class A Common Stock of PSQ Holdings, Inc., $0.0001 par value per share, is being f |
|
| December 4, 2024 |
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): December 3, 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 Fil |
|
| December 4, 2024 |
Exhibit 10.1 PLACEMENT AGENCY AGREEMENT December 4, 2024 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), PSQ Holdings, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $36,178,500.53 of registered securities of the Company, |
|
| December 4, 2024 |
PSQ HOLDINGS, INC. DIRECTOR AND OFFICER RESIGNATION Exhibit 99.2 PSQ HOLDINGS, INC. DIRECTOR AND OFFICER RESIGNATION To Whom It May Concern: I, Omeed Malik, hereby resign as a director to the Company’s Board of Directors, effective immediately. I hereby confirm that my decision to resign from such position did not involve any disagreement with PSQ Holdings, Inc., its management, or its board of directors. /s/ Omeed Malik Omeed Malik Date: December |
|
| December 4, 2024 |
PublicSquare Announces Donald Trump Jr. and Willie Langston Appointed to Board of Directors Exhibit 99.1 PublicSquare Announces Donald Trump Jr. and Willie Langston Appointed to Board of Directors WEST PALM BEACH, Fla, December 3, 2024 — PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSquare,” or the “Company”), America’s leading commerce and payments ecosystem valuing life, family, and liberty, today announced Donald Trump Jr. and Willie Langston have been appointed to its board of directors ef |
|
| December 4, 2024 |
PublicSquare Announces $36.2 Million Registered Direct Offering of Common Stock Exhibit 99.3 PublicSquare Announces $36.2 Million Registered Direct Offering of Common Stock WEST PALM BEACH, Fla., December 4, 2024-(BUSINESS WIRE)-PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSquare,” or the “Company”), America’s leading commerce and payments ecosystem valuing life, family, and liberty, today announced that it has entered into definitive agreements for the purchase and sale of an agg |
|
| December 4, 2024 |
PSQ Holdings, Inc. 7,813,931 shares of Class A Common Stock Filed pursuant to Rule 424(b)(5) Registration No. 333-282846 PROSPECTUS SUPPLEMENT (To prospectus dated November 1, 2024) PSQ Holdings, Inc. 7,813,931 shares of Class A Common Stock We are offering an aggregate of 7,813,931 shares of our Class A common stock, $0.0001 par value per share (the “Class A Common Stock”), to certain institutional and accredited investors in a registered direct offering |
|
| December 4, 2024 |
EXhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 4, 2024, between PSQ Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions se |
|
| November 12, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40457 P |
|
| November 12, 2024 |
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): November 12, 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 Fi |
|
| November 12, 2024 |
Exhibit 99.1 PublicSquare Reports Third Quarter 2024 Financial Results Increased Third Quarter 2024 Net Revenue by 222% YoY Third Quarter 2024 Gross Margin Performance of 64% Signed Contracts for Over $1.0 billion in Potential Annualized Gross Merchandise Value for Payments Outlines Strategy for Fintech Growth in 2025 WEST PALM BEACH, Fla, November 12, 2024 — PSQ Holdings, Inc. (NYSE: PSQH) (“Publ |
|
| November 1, 2024 |
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): October 22, 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 Fil |
|
| October 31, 2024 |
PSQH / PSQ Holdings, Inc. / Seifert Stephen - SCHEDULE 13G Passive Investment SC 13G 1 ea0219500-sc13gseifertpsq.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 PSQ Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 693691107 (CUSIP Number) October 24, 2024 (Date of Event Which Requires Filing of this Statement) Check |
|
| October 30, 2024 |
PSQ Holdings, Inc. 250S. Australian Avenue, Suite 1300 West Palm Beach, Florida 33401 October 30, 2024 VIA EDGAR U.S. Securities and Exchange Commission, Division of Corporation Finance, Office of Trade & Services 100 F Street, N.E., Washington, D.C. 20549 Attention: Cara Wirth Re: Acceleration Request for PSQ Holdings, Inc. Registration Statement on Form S-3 (File No. 333-282846) Ladies and Gentl |
|
| October 30, 2024 |
PSQ Holdings, Inc. 250S. Australian Avenue, Suite 1300 West Palm Beach, Florida 33401 October 30, 2024 VIA EDGAR U.S. Securities and Exchange Commission, Division of Corporation Finance, Office of Trade & Services 100 F Street, N.E., Washington, D.C. 20549 Attention: Cara Wirth Re: Acceleration Request for PSQ Holdings, Inc. Registration Statement on Form S-3 (File No. 333-282847) Ladies and Gentl |
|
| October 28, 2024 |
Exhibit 107 Calculation of Filing Fee Table FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) PSQ Holdings, Inc. |
|
| October 28, 2024 |
As filed with the Securities and Exchange Commission on October 25, 2024 As filed with the Securities and Exchange Commission on October 25, 2024 Registration No. |
|
| October 28, 2024 |
Exhibit 4.5 PSQ Holdings, Inc. INDENTURE Dated as of , 20 as Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 4 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2.2. Establishment |
|
| October 28, 2024 |
As filed with the Securities and Exchange Commission on October 25, 2024 As filed with the Securities and Exchange Commission on October 25, 2024 Registration No. |
|
| October 28, 2024 |
Exhibit 10.1 FORM OF SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of October 22, 2024, by and between PSQ Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Annex A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). RECITALS A. The Company and each Purchaser |
|
| October 28, 2024 |
Exhibit 10.2 FORM OF REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is dated as of October 22, 2024, by and among PSQ Holdings, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant to the Securities |
|
| October 28, 2024 |
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): October 22, 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 Fil |
|
| October 28, 2024 |
Exhibit 99.1 PublicSquare Formally Launches Payments Platform Implements Strategic Plan to Streamline Organization Closes $5.35 Million Equity Investment WEST PALM BEACH, Fla, October 28, 2024 — PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSquare,” or the “Company”) today reported the formal launch of its payments platform, the implementation of a strategic plan to streamline the organization, and the |
|
| October 28, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) PSQ Holdings, Inc. |
|
| August 14, 2024 |
Exhibit 99.1 PublicSquare Reports Second Quarter 2024 Financial Results Increased Second Quarter 2024 Net Revenue by over 11x YoY Second Quarter 2024 Net Revenue Exceeds Full Year 2023 Net Revenue Company Presents Forward Vision for New Payments Business Signed Agreement for $10 million Convertible Note to Fund Payments Business WEST PALM BEACH, Fla, August 14, 2024 — PSQ Holdings, Inc. (NYSE: PSQ |
|
| August 14, 2024 |
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): August 14, 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 |
|
| August 14, 2024 |
424B3 1 ea021139201-424b3psqhold.htm PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(3) Registration No. 333-273830 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated May 10, 2024) PSQ HOLDINGS, INC. This prospectus supplement updates and supplements the prospectus dated May 10, 2024 (as may be further supplemented or amended from time to time, the “Prospectus”), which forms a part of our Regist |
|
| August 14, 2024 |
Exhibit 10.3 NOTEHOLDER LOCK-UP AGREEMENT THIS NOTEHOLDER LOCK-UP AGREEMENT (this “Agreement”), dated as of August 13, 2024 is made and entered into by and among PSQ Holdings, Inc., a Delaware corporation, (including any successor entity thereto, the “Company”) and the undersigned (“Holder”) to automatically take effect as of the Closing Date (the “Effective Date”). Any capitalized term used but n |
|
| August 14, 2024 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-273830 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 10, 2024) PSQ HOLDINGS, INC. This prospectus supplement updates and supplements the prospectus dated May 10, 2024 (as may be further supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (File No. 333-273830). This pr |
|
| August 14, 2024 |
PublicSquare Announces Agreement for $10 Million Convertible Note to Fund New Payments Business Exhibit 99.1 PublicSquare Announces Agreement for $10 Million Convertible Note to Fund New Payments Business WEST PALM BEACH, Fla, August 14, 2024 — PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSquare,” or the “Company”), America's leading commerce and payments ecosystem valuing life, family, and liberty, today announced it has entered into an agreement for a $10.0 million convertible note in a private |
|
| August 14, 2024 |
Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”), dated as of August 13, 2024, is entered into between PSQ Holdings, Inc., a Delaware corporation (the “Company”), and each investor named on the signature pages hereto (each an “Investor” and collectively, the “Investors”). WHEREAS, subject to the terms and conditions set forth herein, the Company wishes to issue |
|
| August 14, 2024 |
Exhibit 10.2 AMENDMENT TO LOCK-UP AGREEMENT This Amendment to Lock-Up Agreement (this “Amendment”) is made and entered into as of July 23, 2024 by and among PSQ Holdings, Inc., a Delaware corporation f/k/a Colombier Acquisition Corp. (the “Company”), Joe Voboril, in his capacity as Purchaser Representative (the “Purchaser Representative”) and [●] ( “Holder”). All capitalized terms used herein but |
|
| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40457 PSQ Holdings, Inc. (Exac |
|
| August 14, 2024 |
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): August 13, 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 |
|
| August 14, 2024 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2024, by and among (i) PSQ Holdings, Inc., a Delaware corporation (the “Company”), and (ii) the undersigned parties listed as “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, on August 13, 2024, the Comp |
|
| August 14, 2024 |
Form of Private Placement 9.75% Convertible Note Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
|
| July 24, 2024 |
Entry into a Material Definitive Agreement 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): July 23, 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 N |
|
| July 8, 2024 |
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): July 1, 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 Nu |
|
| July 8, 2024 |
Exhibit 10.1 AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER 5 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment No.5”), dated as of July 1, 2024 is entered into by and among CREDOVA SPV I, LLC, a Delaware limited liability company (the “Borrower”), PFM CREDIT RECOVERY FUND I, LLC, a Delaware limited liability company and OHPC LP, a Dela |
|
| June 20, 2024 |
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): June 20, 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 N |
|
| June 20, 2024 |
Exhibit 99.1 June 2024 // Investor Presentation Disclaimer Draft | For Discussion Purposes Only | Strictly Private and Confidential 2 © 2024 PSQ Holdings, Inc. (PublicSquare) or its affiliates. All rights reserved. Other names and brands may be claimed as the property of others. This presentation (“Presentation”) has been prepared in connection with an update regarding fiscal year 2023 and first q |
|
| June 7, 2024 |
SC 13D/A 1 ea0207534-13da1ayerspsqhold.htm AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* PSQ Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 693691107 (CUSIP Number) J. Nicholas Ayers c/o PSQ Holdings, I |
|
| May 24, 2024 |
Exhibit 99.1 Report of Independent Auditors and Consolidated Financial Statements Credova Holdings, Inc. December 31, 2023 and 2022 Table of Contents Page Report of Independent Auditors 1 Consolidated Financial Statements 3 Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Changes in Stockholders’ Deficit 6 Consolidated Statements of Cash Flows 7 Note |
|
| May 24, 2024 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 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 Fil |
|
| May 24, 2024 |
PSQ HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.2 PSQ HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On March 13, 2024 (the “Closing Date”), PSQ Holdings Inc. (the “Company”, “PSQ”, “we” or “us”) entered into an agreement and plan of merger (the “Credova Merger Agreement”) with Cello Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary (“Merger Sub”), Credova Holdings, Inc., a Delaware corp |
|
| May 15, 2024 |
Exhibit 10.19 EXECUTION COPY AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT between CREDOVA SPV I, LLC as the Borrower, and PFM CREDIT RECOVERY FUND I, LLC as the Lender Dated as of November 11, 2021 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1. Definitions 2 Section 1.2. Usage of Terms 13 ARTICLE II THE ADVANCES Section 2.1. Advances 13 Section 2.2. The Note 14 Section 2.3. Interest 14 S |
|
| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40457 PSQ Holdings, Inc. (Exa |
|
| May 15, 2024 |
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 Nu |
|
| May 15, 2024 |
Exhibit 10.18 February 27, 2024 VIA EMAIL ONLY TO: [email protected] Mr. Nick Ayers Partner C6 Creative Consulting, Inc. 3290 Northside Parkway, Suite 675 Atlanta, GA 30327 Reference: Consulting Agreement Amendment to Agreement This contract amendment (the “Amendment”) is made between PSQ Holdings, Inc., a Delaware corporation, (the “Company”) and C6 Creative Consulting, Inc., a Georgia corporation |
|
| May 15, 2024 |
Exhibit 10.20 AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment No.1”), dated as of January 3, 2022 is entered into by and among CREDOVA SPV I, LLC, a Delaware limited liability company (the “Borrower”) and PFM CREDIT RECOVERY FUND I, LLC, a Delaware limited liability company (the “Lender |
|
| May 15, 2024 |
Exhibit 10.21 AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment No.2”), dated as of April 18, 2022 is entered into by and among CREDOVA SPV I, LLC, a Delaware limited liability company (the “Borrower”) and PFM CREDIT RECOVERY FUND I, LLC, a Delaware limited liability company (the “Lender” |
|
| May 15, 2024 |
Exhibit 10.22 AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER 3 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment No.3”), dated as of July 22, 2022 is entered into by and among CREDOVA SPV I, LLC, a Delaware limited liability company (the “Borrower”) and PFM CREDIT RECOVERY FUND I, LLC, a Delaware limited liability company and OHPC LP, a |
|
| May 15, 2024 |
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 par |
|
| May 15, 2024 |
Exhibit 10.23 AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER 4 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment No.4”), dated as of May 31, 2023 is entered into by and among CREDOVA SPV I, LLC, a Delaware limited liability company (the “Borrower”) and PFM CREDIT RECOVERY FUND I, LLC, a Delaware limited liability company and OHPC LP, a |
|
| May 3, 2024 |
Exhibit 10.32 September 20, 2023 Sarah Gabel Seifert Re: Offer of Employment Dear Sarah: EveryLife, Inc (a division of PSQ Holdings, Inc) is pleased to offer you the position of President of EveryLife. This offer of employment is conditioned on certain requirements, as more fully explained in this letter. Your employment is subject to the terms and conditions set forth in this letter. Please let u |
|
| May 3, 2024 |
Exhibit 10.31 Execution Version CREDOVA FINANCIAL, LLC EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of March 13, 2024 by and between Credova Financial, LLC a Delaware limited liability corporation (the “Company”), and Dusty Wunderlich (the “Executive”) (together, the “Parties”). RECITALS WHEREAS, the Parties desire to enter into an agreement whereby the Executive wil |
|
| May 3, 2024 |
Exhibit 10.27 Execution Version PSQ HOLDINGS, INC. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of March 13, 2024 by and between PSQ Holdings, Inc., a Delaware corporation (the “Company”), and Jim Giudice (the “Executive”) (together, the “Parties”). RECITALS WHEREAS, the Parties desire to enter into an agreement whereby the Executive will be employed by the Company o |
|
| May 3, 2024 |
Exhibit 10.28 Execution Version of Executive Employment Agreement EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of July 19, 2023, by and between Colombier Acquisition Corp., a Delaware corporation which, as of the effective time of the Merger (as defined below), shall change its name to PSQ Holdings, Inc. (the “Company”), and Michael Hebert (the “Executive”) (together |
|
| May 3, 2024 |
As filed with the Securities and Exchange Commission on May 3, 2024 As filed with the Securities and Exchange Commission on May 3, 2024 Registration No. |
|
| May 3, 2024 |
Exhibit 10.30 October 4, 2023 Caroline Carralero Re: Offer of Employment Dear Caroline: PublicSq. (PSQ Holdings, Inc) is pleased to offer you the position of Chief Business Development Officer reporting to Michael Stephen Seifert, Chief Executive Officer. This offer of employment is conditioned on certain requirements, as more fully explained in this letter. Your employment is subject to the terms |
|
| May 3, 2024 |
Exhibit 10.26 Execution Version of Executive Employment Agreement EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of July 19, 2023, by and between Colombier Acquisition Corp., a Delaware corporation which, as of the effective time of the Merger (as defined below), shall change its name to PSQ Holdings, Inc. (the “Company”), and Andrew Weisbecker (the “Executive”) (toget |
|
| May 3, 2024 |
Exhibit 10.29 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of March 15, 2024, by and between PSQ Holdings, Inc. (the “Company”), and Brian Billingsley (the “Executive”) (together, the “Parties”). RECITALS WHEREAS, the Parties desire to enter into an agreement whereby the Executive will be employed as President of Financial Technology of the Company on the terms conta |
|
| April 30, 2024 |
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): April 30, 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 |
|
| April 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
|
| April 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
|
| March 19, 2024 |
Other Events, Shareholder Director Nominations 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): March 18, 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 |
|
| March 19, 2024 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) PSQ Holdings, Inc. |
|
| March 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PSQ Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 86-2062844 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 250 S. Australian Avenue, Suite 1300 West Palm Beach, Florida 3340 |
|
| March 14, 2024 |
Exhibit 10.4 Execution Version FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of March 13, 2024, is made and entered into by and among PSQ Holdings, Inc., a Delaware corporation, (including any successor entity thereto, “Buyer”) and the undersigned (“Holder”) to automatically take effect as of the date of consummation of the Merger, as defined below (the “Effective D |
|
| March 14, 2024 |
Exhibit 10.8 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 13, 2024, by and among (i) PSQ Holdings, Inc., a Delaware corporation (the “Buyer”), and (ii) the undersigned parties listed as “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, on March 13, |
|
| March 14, 2024 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
|
| March 14, 2024 |
Exhibit 4.1 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A |
|
| March 14, 2024 |
Exhibit 10.1 Execution Version NOTE EXCHANGE AGREEMENT This Note Exchange Agreement (the “Agreement”) dated as of March 13, 2024, is entered into by and between Credova Holdings, Inc., a Delaware corporation (“Credova”), PSQ Holdings, Inc., a Delaware corporation (“PSQH”) and the undersigned (the “Noteholder”, also referred to as the “Subscriber”). WHEREAS, the Noteholder is a creditor of Credova |
|
| March 14, 2024 |
Exhibit 10.3 Final Form FORM OF NOTEHOLDER LOCK-UP AGREEMENT THIS NOTEHOLDER LOCK-UP AGREEMENT (this “Agreement”), dated as of March 13, 2024 is made and entered into by and among PSQ Holdings, Inc., a Delaware corporation, (including any successor entity thereto, “Buyer”) and the undersigned (“Holder”) to automatically take effect as of the date of consummation of the Merger (as defined below) (t |
|
| March 14, 2024 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among PSQ HOLDINGS, INC., as Buyer CELLO MERGER SUB, INC., as Merger Sub CREDOVA HOLDINGS, INC., as the Company and SAMUEL L. PAUL, as Seller Representative Dated as of March 13, 2024 Table of Contents Page ARTICLE I THE MERGER - 2 - 1.1. The Merger - 2 - 1.2. Effective Time - 2 - 1.3. Closing - 2 - 1.4. Effect of the Merger - 2 - 1 |
|
| March 14, 2024 |
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): March 11, 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 |
|
| March 14, 2024 |
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): March 13, 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 |
|
| March 14, 2024 |
Exhibit 99.3 Y e a r - End 2023 Financial Results and Credova Acquisition Announcement March 2024 Disclaimer Investor Presentation | March 2024 2 © 2024 PSQ Holdings, Inc. (PublicSquare) or its affiliates. All rights reserved. Other names and brands may be claimed as the property of others. This presentation (“Presentation”) has been prepared in connection with an update regarding 2023 financial r |
|
| March 14, 2024 |
Exhibit 21.1 Subsidiaries of PSQ Holdings, Inc. 1. PublicSq. Inc. (Delaware) 2. EveryLife, Inc. (Delaware) 3. PSQLINK, LLC (Delaware) 4. Credova Holdings, Inc. (Delaware) 5. Fintech Management, Inc. (Delaware) 6. SLDW Management, Inc. (Delaware) 7. Credova Financial, LLC (Delaware) 8. Credova Technology, LLC (Delaware) 9. Credova SPV I, LLC (Delaware) 10. Credova SPV II, LLC (Delaware) |
|
| March 14, 2024 |
Exhibit 99.1 PublicSquare Reports Year-End 2023 Financial Results Increased Year Over Year Net Revenue by 12x Provides 2024 Outlook WEST PALM BEACH, Fla, March 14, 2024 — PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSquare,” or the “Company”), a leading marketplace of patriotic, pro-family businesses and consumers, today announced financial results for the year-end of 2023. Michael Seifert, Chairman an |
|
| March 14, 2024 |
Exhibit 10.16 Michael Seifert Chief Executive Officer 250 S. Australian Avenue, Suite 1300 West Palm Beach, FL 33401 C: +1 (314) 313-6523 E: [email protected] November 14, 2023 VIA EMAIL ONLY TO: [email protected] Mr. Nick Ayers Partner C6 Creative Consulting, Inc. 3290 Northside Parkway, Suite 675 Atlanta, GA 30327 Reference: Consulting Agreement Dear Nick: This letter agreement (this “Agreemen |
|
| March 14, 2024 |
Executive Compensation Recovery Policy Exhibit 97.1 PSQ Holdings Inc. Dodd-Frank Compensation Recovery Policy (Board Approved on July 19, 2023) This Compensation Recovery Policy (this “Policy”) is adopted by PSQ Holdings Inc. (the “Company”) in accordance with Section 303A.14 of the New York Stock Exchange (“NYSE”) Listed Company Manual (“Section 303A.14”), which implements Rule 10D-1 under the Securities Exchange Act of 1934, as amend |
|
| March 14, 2024 |
Exhibit 10.2 Execution Version FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of March 13, 2024, is made and entered into by and among PSQ Holdings, Inc., a Delaware corporation, (including any successor entity thereto, “Buyer”) and the undersigned (“Holder”) to automatically take effect as of the date of consummation of the Merger, as defined below (the “Effective D |
|
| March 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40457 |
|
| March 14, 2024 |
Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 13, 2024, by and among (i) PSQ Holdings, Inc., a Delaware corporation (the “Buyer”), and (ii) the undersigned parties listed as “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, on or about the date hereof, (i |
|
| March 14, 2024 |
Exhibit 99.2 PublicSquare Acquires Credova in All-Equity Transaction Forms the Uncancellable Payment Ecosystem for the Parallel Economy Acquisition Expected to be Immediately Cash Flow Accretive to PublicSquare WEST PALM BEACH, Fla, March 14, 2024 — PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSquare,” or the “Company”), a leading marketplace of patriotic businesses and consumers, and Credova Holdings, |
|
| March 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40457 PSQ Holdings, Inc |
|
| March 14, 2024 |
Exhibit 10.10 Execution Version STOCKHOLDER SUPPORT AGREEMENT This Stockholder Support Agreement (this “Agreement”) is made and entered into as of March 13, 2024, by and among (i) Michael Seifert (the “Holder”) and the undersigned Investors (together, the “Investors”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Note Purchase Agree |
|
| March 14, 2024 |
Exhibit 10.9 Execution Version NOTEHOLDER LOCK-UP AGREEMENT THIS NOTEHOLDER LOCK-UP AGREEMENT (this “Agreement”), dated as of March 13, 2024 is made and entered into by and among PSQ Holdings, Inc., a Delaware corporation, (including any successor entity thereto, the “Company”) and the undersigned (“Holder”) to automatically take effect as of the Issuance Date (the “Effective Date”). Any capitaliz |
|
| March 14, 2024 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the capital stock of PSQ Holdings, Inc. does not purport to be complete and is qualified in its entirety by reference to our restated certificate of incorporation (the “Charter,”) and amended and restated bylaws (the “Bylaws”), each of which are i |
|
| March 14, 2024 |
Exhibit 10.7 Execution Version NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”), dated as of March 13, 2024 (the “Effective Date”), is entered into between PSQ Holdings, Inc., a Delaware corporation (the “Company”), and each investor named on the signature pages hereto (each an “Investor” and collectively, the “Investors”). WHEREAS, subject to the terms and conditions set fo |
|
| March 14, 2024 |
Exhibit 10.5 Execution Version NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”), dated as of March 13, 2024, is being executed and delivered by the undersigned (the “Subject Party”) in favor of and for the benefit of PSQ Holdings, Inc., a Delaware corporation, (the “Buyer”), Credova Holdings, Inc., a Delaware corporation (the “Co |
|
| February 14, 2024 |
CLBR / Colombier Acquisition Corp. II / FIR TREE CAPITAL MANAGEMENT LP Passive Investment SC 13G/A 1 firtree-clbr123123a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Colombier Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 19533H108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Stat |
|
| February 6, 2024 |
PSQH / PSQ Holdings, Inc. / Hudson Bay Capital Management LP - PSQ (CLBR) 13GA Passive Investment SC 13G/A 1 psq13ga.htm PSQ (CLBR) 13GA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* PSQ Holdings, Inc. (formerly known as Colombier Acquisition Corp.) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 693691107 (CUSIP Number) December 31, 2023 (Date of Event Whic |
|
| December 22, 2023 |
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): November 29, 2023 PSQ Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40457 86-2062844 (State or other jurisdiction of incorporation) (Commission Fi |
|
| December 22, 2023 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-273830 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated October 12, 2023) PSQ HOLDINGS, INC. This prospectus supplement updates and supplements the prospectus dated October 12, 2023 (as may be further supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (File No. 333-273830). |
|
| December 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
|
| December 6, 2023 |
PSQH / PSQ Holdings Inc - Class A / Ayers James Nicholas - SCHEDULE 13D Activist Investment SC 13D 1 ea189578-13dayerspsqhold.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* PSQ Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 693691107 (CUSIP Number) J. Nicholas Ayers c/o PSQ Holdings, Inc. 250 S. Australian Ave |
|
| December 6, 2023 |
Joint Filing Agreement (filed herewith). EX-99.3 2 ea189578ex99-3psqhold.htm JOINT FILING AGREEMENT Exhibit 99.3 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of December 6, 2023, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership by each of the und |
|
| November 15, 2023 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-273830 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated October 12, 2023) PSQ HOLDINGS, INC. Primary Offering 11,450,000 Shares of Class A Common Stock Issuable Upon the Exercise of Warrants Secondary Offering 10,012,500 Shares of Class A Common Stock 5,700,000 Warrants to Purchase Class A Common Stock This prospectus supplement updates and sup |
|
| November 14, 2023 |
Exhibit 10.11 Farvahar Capital LLC 214 Brazilian Avenue, Suite 200-A Palm Beach, FL 33480 CONFIDENTIAL August 14, 2023 PSQ Holdings, Inc. 222 Lakeview Avenue, Suite 800 West Palm Beach, Florida 33401 Ladies and Gentlemen: This letter agreement (this “Agreement”) confirms certain arrangements between PSQ Holdings, Inc. (the “Client”) and Farvahar Capital LLC, LLC (“Advisor) with respect to the enga |
|
| November 14, 2023 |
Exhibit 99.1 PublicSquare Reports Third Quarter 2023 Financial Results Increased YoY Third Quarter Net Revenue by 16x Launched EveryLife, the Company’s First Wholly-Owned Subsidiary Introduced eCommerce Marketplace on November 1st, 2023 Reiterates Expectation of First Profitable Quarter in 2024 WEST PALM BEACH, Fla, November 14, 2023 — PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSquare,” “the Company” |
|
| November 14, 2023 |
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): November 14, 2023 PSQ Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40457 86-2062844 (State or other jurisdiction of incorporation) (Commission Fi |
|
| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40457 PSQ Hold |
|
| October 13, 2023 |
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): October 13, 2023 PSQ Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40457 86-2062844 (State or other jurisdiction of incorporation) (Commission Fil |
|
| October 13, 2023 |
Exhibit 99.1 PublicSq. Preliminary 3Q23 Revenue up Approximately 300% Sequentially from 2Q23 DTC Brand EveryLife Reaches Estimated Annualized Subscription Revenue of Over $3.5 Million in First Two Months of Operations Ended 3Q23 with Over $25 million of Cash on Balance Sheet Management Reiterates Expectation of First Profitable Quarter in 2024 3Q23 Earnings Date is November 14, 2023 WEST PALM BEAC |
|
| October 12, 2023 |
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): October 11, 2023 PSQ Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40457 86-2062844 (State or other jurisdiction of incorporation) (Commission Fil |
|
| October 12, 2023 |
PublicSq.’s Form S-1 Goes Effective with SEC Exhibit 99.1 PublicSq.’s Form S-1 Goes Effective with SEC WEST PALM BEACH, Fla, October 12, 2023 — PSQ Holdings, Inc. (NYSE: PSQH) (“Public Square”, “the Company”), a leading marketplace of patriotic businesses and consumers, today announced that the Securities and Exchange Commission (“SEC”) has declared the Company’s resale registration statement on Form S-1 effective as of October 12, 2023. Mic |
|
| October 12, 2023 |
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): October 12, 2023 PSQ Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40457 86-2062844 (State or other jurisdiction of incorporation) (Commission Fil |
|
| October 12, 2023 |
PROSPECTUS Filed pursuant to Rule 424(b)(3) Registration No. 333-273830 PSQ HOLDINGS, INC. Primary Offering 11,450,000 Shares of Class A Common Stock Issuable Upon the Exercise of Warrants Secondary Offering 10,012,500 Shares of Class A Common Stock 5,700,000 Warrants to Purchase Class A Common Stock This prospectus relates to the issuance by us of up to 11,450,000 shares of Class A Common Stock, |
|
| October 12, 2023 |
Exhibit 99.1 Freedom Economy Index discussion via LinkedIn Live 10/11/23 Ruth Turner Hi everyone. I’m Ruth Turner for RedBalloon.work. Welcome to our LinkedIn Live with PublicSq. CEO Michael Seifert and RedBalloon CEO Andrew Crapuchettes. These two companies have teamed up to survey a universe of over 60,000 small business owners every month to produce the freedom economy index. Let’s jump in and |
|
| October 11, 2023 |
PSQ Holdings, Inc. 250S. Australian Avenue, Suite 1300 West Palm Beach, Florida 33401 PSQ Holdings, Inc. 250S. Australian Avenue, Suite 1300 West Palm Beach, Florida 33401 October 11, 2023 VIA EDGAR Jennie Beysolow Lilyanna Peyser U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Jennie Beysolow Lilyanna Peyser Re: PSQ Holdings, Inc. Registration Statement on Form S-1 Filed August 9, 2023 File No. 333-273830 Dear Ms. Beysolow and Ms. Peyser: PSQ |
|
| October 10, 2023 |
As filed with the Securities and Exchange Commission on October 10, 2023 As filed with the Securities and Exchange Commission on October 10, 2023 Registration No. |
|
| October 10, 2023 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW 101 Constitution Ave, NW, Suite 900 Washington, DC 20001 T: 202. |
|
| September 25, 2023 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) PSQ Holdings, Inc. |
|
| September 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PSQ Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 86-2062844 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 250 S. Australian Avenue, Suite 1300 West Palm Beach, Florida 3340 |
|
| September 25, 2023 |
Exhibit 4.5 PSQ HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT PSQ Holdings, Inc. (the “Company”) hereby grants the following restricted stock units pursuant to the PSQ Holdings, Inc. 2023 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of recipient (the “Participant”): Grant Date: Number of restricted stock units (“RSUs”) granted: Vestin |
|
| September 14, 2023 |
Exhibit 99.1 America’s Marketplace © 2023 PSQ Holdings, Inc. (PublicSq.) or its affiliates. All rights reserved. Other names and brands may be claimed as the property of others. Proprietary & Confidential - Do Not Investor Presentation September 2023 Distribute Safe Harbor Statement Investor Presentation | September 2023 2 © 2023 PSQ Holdings, Inc. (PublicSq.) or its affiliates. All rights reserve |
|
| September 14, 2023 |
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): September 14, 2023 PSQ Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40457 86-2062844 (State or other jurisdiction of incorporation) (Commission F |
|
| September 8, 2023 |
As filed with the Securities and Exchange Commission on September 8, 2023 As filed with the Securities and Exchange Commission on September 8, 2023 Registration No. |
|
| September 8, 2023 |
EX-99.1 2 ea184922ex99-1psq.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of Class A common stock, $0.0001 par value per share, o |
|
| September 8, 2023 |
PFTA / Portage Fintech Acquisition Corp - Class A / Malik Omeed - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. ) Under the Securities Exchange Act of 1934 PSQ Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) G7185D106 (CUSIP Number) Omeed Malik 214 Brazilian Avenue Suite, 200-J Palm Beach, FL 33480 561-805-3588 (Name, Address and Telephone Numbe |
|
| September 8, 2023 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW 101 Constitution Ave, NW, Suite 900 Washington, DC 20001 T: 202. |
|
| September 8, 2023 |
Exhibit 10.14 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Separation and Release of Claims Agreement This Separation and Release of Claims Agreement (“Agreement”) is entered into by and between PSQ Holdings, Inc., a |
|
| August 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* PSQ Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 693691107 (CUSIP Number) Stephen Moran c/o PSQ Holdings, Inc. 222 Lakeview Avenue, Suite 800 West Palm Beach, Florida 33401 Telephone N |
|
| August 29, 2023 |
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): August 25, 2023 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 |
|
| August 9, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms included below but not defined in this Exhibit 99.3 have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K (the “Original Report”) filed with the Securities and Exchange Commission (the “Commission”) on July 25, 2023 (as amended by this Current Report on Form 8-K/A) |
|
| August 9, 2023 |
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): August 9, 2023 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 |
|
| August 9, 2023 |
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 est |
|
| August 9, 2023 |
Restated Certificate of Incorporation of PSQ Holdings, Inc. EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF PSQ HOLDINGS, INC. PSQ Holdings, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows: 1. The original certificate of incorporation of the corporation was filed with the Secretary of State of the State of Delaware on February 12, 2021 under the name “Colombier Acqui |
|
| August 9, 2023 |
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 est |
|
| August 9, 2023 |
As filed with the Securities and Exchange Commission on August 9, 2023 As filed with the Securities and Exchange Commission on August 9, 2023 Registration No. |
|
| August 9, 2023 |
Amended and Restated Bylaws of PSQ Holdings, Inc. EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF PSQ HOLDINGS, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Record Date for Stockholder Meetings 1 1.5 Notice of Meetings 1 1.6 Voting List 2 1.7 Quorum 2 1.8 Adjournments 2 1.9 Voting and Proxies 3 1.10 Action at Meeting 3 1.11 Nomination of Directors 3 1.12 Notice of Business |
|
| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PSQ HOLDINGS, INC. (F/K/A COLOMBIER ACQUISTION CORP.) (E |
|
| August 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (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): August 9, 2023 PSQ Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40457 86-2062844 (State or other jurisdiction of incorporatio |
|
| August 9, 2023 |
Exhibit 99.1 PSQ HOLDINGS, INC (dba PublicSq.) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2023 and December 31, 2022 and for the Three and Six Months Ended June 30, 2023 and 2022 PSQ HOLDINGS, INC (dba PublicSq.) INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Pages Condensed Consolidated Balance Sheets (unaudited) 1 Condensed Consolidated Statements of Operation |
|
| August 9, 2023 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (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): August 9, 2023 (July 19, 2023) PSQ Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40457 86-2062844 (State or other jurisdiction |
|
| August 9, 2023 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of the financial condition and results of operations of PSQ Holdings Inc., a Delaware corporation, should be read together with our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023 and 2022, our audited financ |
|
| August 9, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) PSQ Holdings, Inc. |
|
| July 31, 2023 |
Exhibit 1 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of February 27, 2023 by and among Colombier Acquisition Corp. |
|
| July 31, 2023 |
Senator Kelly Loeffler Appointed to PublicSq.’s Board of Directors Exhibit 99.1 Senator Kelly Loeffler Appointed to PublicSq.’s Board of Directors July 26, 2023 09:00 AM Eastern Daylight Time WEST PALM BEACH, Fla.-(BUSINESS WIRE)-PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSq.”), a leading marketplace of patriotic businesses and consumers, today announced that Senator Kelly L. Loeffler has been appointed to the Company’s Board of Directors. “Senator Kelly Loeffler is |
|
| July 31, 2023 |
EX-99.1 2 ea182513ex99-1psqhold.htm FORM OF LOCK-UP AGREEMENT Exhibit 1 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of February 27, 2023 by and among Colombier Acquisition Corp. a Delaware corporation, (including any successor entity thereto, the “Purchaser”), Colombier Sponsor LLC, a Delaware limited liability company, in its capacity as the Pur |
|
| July 31, 2023 |
Joint Filing Agreement, dated as of July 28, 2023, by and among the Reporting Persons.* Exhibit 3 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act of any rule or regulation thereunder (including any amendment, restatement, supplement and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing and/or incorporation by reference of this agreement as an exhibit thereto. |
|
| July 31, 2023 |
PSQH / PSQ Holdings Inc - Class A / Jackson Investment Group, LLC - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PSQ Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 693691107 (CUSIP Number) July 19, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant |
|
| July 31, 2023 |
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): July 25, 2023 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 N |
|
| July 31, 2023 |
Youâve Exceeded the SECâs Traffic Limit EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned ackn |
|
| July 31, 2023 |
PSQH / PSQ Holdings Inc - Class A / Harris Sebastian - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* PSQ Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 693691107 (CUSIP Number) Stephen Moran c/o PSQ Holdings, Inc. 222 Lakeview Avenue, Suite 800 West Palm Beach, Florida 33401 Telephone Numb |
|
| July 31, 2023 |
Exhibit 2 AMENDED AND RESTATED BYLAWS OF PSQ HOLDINGS, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Record Date for Stockholder Meetings 1 1.5 Notice of Meetings 1 1.6 Voting List 2 1.7 Quorum 2 1.8 Adjournments 2 1.9 Voting and Proxies 3 1.10 Action at Meeting 3 1.11 Nomination of Directors 3 1.12 Notice of Business a |
|
| July 31, 2023 |
PSQH / PSQ Holdings Inc - Class A / Seifert Michael Stephen - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* PSQ Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 693691107 (CUSIP Number) Stephen Moran c/o PSQ Holdings, Inc. 222 Lakeview Avenue, Suite 800 West Palm Beach, Florida 33401 Telephone Numb |
|
| July 31, 2023 |
EX-99.2 3 ea182513ex99-2psqhold.htm AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, DATED JULY 19, 2023, BY AND AMONG THE REPORTING PERSON, THE ISSUER, THE SPONSOR AND OTHER STOCKHOLDERS PARTY THERETO Exhibit 2 AMENDED AND RESTATED BYLAWS OF PSQ HOLDINGS, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Record Date for |
|
| July 31, 2023 |
PSQH / PSQ Holdings Inc - Class A / Pilot Davis III - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* PSQ Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 693691107 (CUSIP Number) Stephen Moran c/o PSQ Holdings, Inc. 222 Lakeview Avenue, Suite 800 West Palm Beach, Florida 33401 Telephone Numb |
|
| July 31, 2023 |
EXHIBIT 2 AMENDED AND RESTATED BYLAWS OF PSQ HOLDINGS, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Record Date for Stockholder Meetings 1 1.5 Notice of Meetings 1 1.6 Voting List 2 1.7 Quorum 2 1.8 Adjournments 2 1.9 Voting and Proxies 3 1.10 Action at Meeting 3 1.11 Nomination of Directors 3 1.12 Notice of Business a |
|
| July 31, 2023 |
Exhibit 1 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of February 27, 2023 by and among Colombier Acquisition Corp. |
|
| July 25, 2023 |
Exhibit 10.8 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of July 19, 2023, by and between Colombier Acquisition Corp., a Delaware corporation which, as of the effective time of the Merger (as defined below), shall change its name to PSQ Holdings, Inc. (the “Company”), and Sebastian Harris (the “Executive”) (together, the “Parties”). RECITALS WHEREAS, the Executive i |
|
| July 25, 2023 |
Exhibit 21.1 Subsidiaries of PSQ Holdings, Inc. 1. PublicSq. Inc. (Delaware) 2. EveryLife, Inc. (Delaware) |
|
| July 25, 2023 |
Exhibit 10.2 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of July 19, 2023 by and between PSQ Holdings, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. RECITALS WHEREAS, the Board of Direc |
|
| July 25, 2023 |
Exhibit 10.12 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of July 19, 2023 by Bradley Searle (the “Executive”) and Colombier Acquisition Corp., a Delaware corporation (including any successor entity thereto, the “Purchaser”) in favor of and for the benefit of the Purchaser, PSQ Holdings, In |
|
| July 25, 2023 |
Exhibit 10.10 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of July 19, 2023 by Michael Seifert (the “Executive”) and Colombier Acquisition Corp., a Delaware corporation (including any successor entity thereto, the “Purchaser”) in favor of and for the benefit of the Purchaser, PSQ Holdings, I |
|
| July 25, 2023 |
Exhibit 10.4 PSQ Holdings, Inc. 2023 EMPLOYEE STOCK PURCHASE PLAN The purpose of this 2023 Employee Stock Purchase Plan (this “Plan”) is to provide eligible employees of PSQ Holdings, Inc. (the “Company”) and certain of its subsidiaries with opportunities to purchase shares of the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”), commencing at such time and |
|
| July 25, 2023 |
Exhibit 10.11 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of July 19, 2023 by Sebastian Harris (the “Executive”) and Colombier Acquisition Corp., a Delaware corporation (including any successor entity thereto, the “Purchaser”) in favor of and for the benefit of the Purchaser, PSQ Holdings, |
|
| July 25, 2023 |
Exhibit 10.1 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 19, 2023, is made and entered into by and among PSQ Holdings, Inc. (f.k.a. Colombier Acquisition Corp.), a Delaware corporation (the “Company”), Colombier Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned p |
|
| July 25, 2023 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PSQ HOLDINGS, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Record Date for Stockholder Meetings 1 1.5 Notice of Meetings 1 1.6 Voting List 2 1.7 Quorum 2 1.8 Adjournments 2 1.9 Voting and Proxies 3 1.10 Action at Meeting 3 1.11 Nomination of Directors 3 1.12 Notice of Business |
|
| July 25, 2023 |
Exhibit 10.3 PSQ Holdings, Inc. 2023 STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2023 Stock Incentive Plan (the “Plan”) of PSQ Holdings, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by provi |
|
| July 25, 2023 |
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): July 19, 2023 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 N |
|
| July 25, 2023 |
Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF PSQ HOLDINGS, INC. PSQ Holdings, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows: 1. The original certificate of incorporation of the corporation was filed with the Secretary of State of the State of Delaware on February 12, 2021 under the name “Colombier Acqui |
|
| July 25, 2023 |
Letter dated July 25, 2023 from Marcum LLP. Exhibit 16.1 July 25, 2023 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by PSQ Holdings, Inc. (formerly Colombier Acquisition Corp.) under Item 4.01 of its Form 8-K dated July 19, 2023, in which we were informed of our dismissal on July 19, 2023, effective following completion of the review |
|
| July 25, 2023 |
Exhibit 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of July 19, 2023, by and between Colombier Acquisition Corp., a Delaware corporation which, as of the effective time of the Merger (as defined below), shall change its name to PSQ Holdings, Inc. (the “Company”), and Michael Seifert (the “Executive”) (together, the “Parties”). RECITALS WHEREAS, the Executive is |
|
| July 25, 2023 |
Exhibit 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of July 19, 2023, by and between Colombier Acquisition Corp., a Delaware corporation which, as of the effective time of the Merger (as defined below), shall change its name to PSQ Holdings, Inc. (the “Company”), and Bradley Searle (the “Executive”) (together, the “Parties”). RECITALS WHEREAS, the Executive is |
|
| July 25, 2023 |
Exhibit 14.1 PSQ HOLDINGS, INC. CODE OF BUSINESS CONDUCT AND ETHICS This Code of Business Conduct and Ethics (the “Code”) sets forth legal and ethical standards of conduct for employees, officers and directors of PSQ Holdings, Inc. (the “Company”). This Code is intended to deter wrongdoing and to promote the conduct of all Company business in accordance with high standards of integrity and in comp |
|
| July 24, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 04, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
|
| July 21, 2023 |
Exhibit 99.1 Patriotic Marketplace PublicSq. Stock and Warrants Begin Trading on the New York Stock Exchange Under Ticker Symbols “PSQH” and “PSQH WS” Trading Commences Following Successful Closing of Business Combination with Colombier WEST PALM BEACH, Fla.—July 20, 2023 - PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSq.” or the “Company”), a leading marketplace of patriotic businesses and consumers, |
|
| July 21, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* PSQ Holdings, Inc. (f/k/a Colombier Acquisition Corp.) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 19533H108 (CUSIP Number) Michael Cutini Mason Capital Management LLC 110 East 59th Street New York, New York 1002 |
|
| July 21, 2023 |
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): July 20, 2023 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 N |
|
| July 20, 2023 |
As filed with the Securities and Exchange Commission on July 20, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
|
| July 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
|
| July 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
|
| July 19, 2023 |
Filed by Colombier Acquisition Corp. pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended, under the Securities Exchange Act of 1934, as amended Subject Company: Colombier Acquisition Corp. Commission File No.: 001-40457 Date: July 18, 2023 On July 18, 2023, Michael Seifert, the CEO of PSQ Holdings, Inc. which is party to a previously disclosed Business Combination Agreement, dat |
|
| July 19, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Colombier Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 19533H108 (CUSIP Number) Michael Cutini Mason Capital Management LLC 110 East 59th Street New York, New York 10022 Eleazer Klein, Esq. Adria |
|
| July 19, 2023 |
Exhibit 99.1 Colombier Acquisition Corp. Announces Stockholder Approval of the Proposed Business Combination with Patriotic Marketplace PublicSq. PALM BEACH, Fla. - Colombier Acquisition Corp. (NYSE: CLBR) (“Colombier”), a publicly traded special purpose acquisition company, announced that at the special meeting of Colombier stockholders (the “Special Meeting”) held today, Colombier’s stockholders |
|
| July 19, 2023 |
Exhibit 99.2 Patriotic Marketplace PSQ Holdings, Inc. and Colombier Acquisition Corp. Announce Closing of Business Combination Follows Colombier Stockholders’ Approval of the Business Combination and Related Proposals with PSQ Holdings, Inc. at Special Meeting Colombier Acquisition Corp. to Become “PSQ Holdings, Inc.” Shares and Warrants to Trade on the NYSE Under the Symbols “PSQH” and “PSQH WS” |
|
| July 19, 2023 |
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): July 19, 2023 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 N |
|
| July 19, 2023 |
Filed by Colombier Acquisition Corp. pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended, under the Securities Exchange Act of 1934, as amended Subject Company: Colombier Acquisition Corp. Commission File No.: 001-40457 Date: July 18, 2023 On July 18, 2023 PSQ Holdings, Inc., which is party to a previously disclosed Business Combination Agreement, dated as of February 27, 2023, |
|
| July 18, 2023 |
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): July 17, 2023 Colombier Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40457 86-2062844 (State or other jurisdiction of incorporation) (Commissi |
|
| July 18, 2023 |
Press release, dated July 17, 2023 Exhibit 99.1 Colombier Acquisition Corp. Announces Requests to Redeem Public Shares PALM BEACH, Fla.-(BUSINESS WIRE)-Colombier Acquisition Corp. (NYSE: CLBR) (“Colombier”), a publicly traded special purpose acquisition company, today announced that, as of 5:00 pm Eastern Time on July 17, 2023 (the “Redemption Deadline”), Colombier has received requests to redeem a total of 14,286,259 Colombier pub |
|
| July 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
|
| July 18, 2023 |
Filed by Colombier Acquisition Corp. pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended, under the Securities Exchange Act of 1934, as amended Subject Company: Colombier Acquisition Corp. Commission File No.: 001-40457 Date: July 17, 2023 On July 17, 2023 PSQ Holdings, Inc., which is party to a previously disclosed Business Combination Agreement, dated as of February 27, 2023, |
|
| July 18, 2023 |
Filed by Colombier Acquisition Corp. pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended, under the Securities Exchange Act of 1934, as amended Subject Company: Colombier Acquisition Corp. Commission File No.: 001-40457 Date: July 17, 2023 On July 17, 2023, Michael Seifert, the CEO of PSQ Holdings, Inc. which is party to a previously disclosed Business Combination Agreement, dat |
|
| July 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
|
| July 18, 2023 |
Colombier Acquisition Corp. Announces Requests to Redeem Public Shares Exhibit 99.1 Colombier Acquisition Corp. Announces Requests to Redeem Public Shares PALM BEACH, Fla.-(BUSINESS WIRE)-Colombier Acquisition Corp. (NYSE: CLBR) (“Colombier”), a publicly traded special purpose acquisition company, today announced that, as of 5:00 pm Eastern Time on July 17, 2023 (the “Redemption Deadline”), Colombier has received requests to redeem a total of 14,286,259 Colombier pub |
|
| July 18, 2023 |
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): July 17, 2023 Colombier Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40457 86-2062844 (State or other jurisdiction of incorporation) (Commissi |
|
| July 18, 2023 |
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): July 17, 2023 Colombier Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40457 86-2062844 (State or other jurisdiction of incorporation) (Commissi |
|
| July 18, 2023 |
Colombier Acquisition Corp. Announces Requests to Redeem Public Shares Exhibit 99.1 Colombier Acquisition Corp. Announces Requests to Redeem Public Shares PALM BEACH, Fla.-(BUSINESS WIRE)-Colombier Acquisition Corp. (NYSE: CLBR) (“Colombier”), a publicly traded special purpose acquisition company, today announced that, as of 5:00 pm Eastern Time on July 17, 2023 (the “Redemption Deadline”), Colombier has received requests to redeem a total of 14,286,259 Colombier pub |
|
| July 17, 2023 |
Filed by Colombier Acquisition Corp. pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended, under the Securities Exchange Act of 1934, as amended Subject Company: Colombier Acquisition Corp. Commission File No.: 001-40457 Date: July 14, 2023 On July 14, 2023 PSQ Holdings, Inc., which is party to a previously disclosed Business Combination Agreement, dated as of February 27, 2023, |
|
| July 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
|
| July 14, 2023 |
Filed by Colombier Acquisition Corp. pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended, under the Securities Exchange Act of 1934, as amended Subject Company: Colombier Acquisition Corp. Commission File No.: 001-40457 Date: July 13, 2023 On July 13, 2023 PSQ Holdings, Inc., which is party to a previously disclosed Business Combination Agreement, dated as of February 27, 2023, |
|
| July 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
|
| July 13, 2023 |
Filed by Colombier Acquisition Corp. pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended, under the Securities Exchange Act of 1934, as amended Subject Company: Colombier Acquisition Corp. Commission File No.: 001-40457 Date: July 12, 2023 Triggered with Donald Trump Jr.– Interview with Omeed Malik and Michael Seifert Triggered with Donald Trump Jr., Rumble July 12, 2023 Donald |
|
| July 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
|
| July 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
|
| July 13, 2023 |
Filed by Colombier Acquisition Corp. pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended, under the Securities Exchange Act of 1934, as amended Subject Company: Colombier Acquisition Corp. Commission File No.: 001-40457 Date: July 12, 2023 On July 12, 2023 PSQ Holdings, Inc., which is party to a previously disclosed Business Combination Agreement, dated as of February 27, 2023, |
|
| July 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
|
| July 13, 2023 |
Filed by Colombier Acquisition Corp. pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended, under the Securities Exchange Act of 1934, as amended Subject Company: Colombier Acquisition Corp. Commission File No.: 001-40457 Date: July 12, 2023 On July 12, 2023, Michael Seifert, the CEO of PSQ Holdings, Inc. which is party to a previously disclosed Business Combination Agreement, dat |
|
| July 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
|
| July 13, 2023 |
Filed by Colombier Acquisition Corp. pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended, under the Securities Exchange Act of 1934, as amended Subject Company: Colombier Acquisition Corp. Commission File No.: 001-40457 Date: July 12, 2023 Mornings with Maria– Interview with Omeed Malik and Michael Seifert Mornings with Maria, Fox Business Network July 12, 2023 Maria Bartiromo: |
|
| July 13, 2023 |
Filed by Colombier Acquisition Corp. pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended, under the Securities Exchange Act of 1934, as amended Subject Company: Colombier Acquisition Corp. Commission File No.: 001-40457 Date: July 12, 2023 Below is a form of response which a PR/IR firm engaged by Colombier Acquisition Corp. (“Colombier”) to act on Colombier’s behalf in connectio |
|
| July 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
|
| July 12, 2023 |
Filed by Colombier Acquisition Corp. pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended, under the Securities Exchange Act of 1934, as amended Subject Company: Colombier Acquisition Corp. Commission File No.: 001-40457 Date: July 11, 2023 On July 11, 2023 PSQ Holdings Inc., which is party to a previously disclosed Business Combination Agreement, dated as of February 27, 2023, w |
|
| July 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
|
| July 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
