PSQ Holdings Reports Unregistered Equity Sales

TL;DR

PSQH sold new stock and warrants at $11.50 - watch for dilution!

AI Summary

On October 22, 2024, PSQ Holdings, Inc. filed an 8-K report detailing the unregistered sale of equity securities. The filing indicates that PSQ Holdings, Inc. issued shares of its Class Common Stock and redeemable warrants, each exercisable for one share of Class Common Stock at an exercise price of $11.50 per share.

Why It Matters

This filing signals potential dilution for existing shareholders as new equity and warrants are being issued, which could impact the stock price.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can lead to dilution and may indicate the company is raising capital under less transparent terms.

Key Numbers

• $11.50 — Warrant Exercise Price (The price at which holders can convert warrants into common stock.)

Key Players & Entities

• PSQ Holdings, Inc. (company) — Registrant
• October 22, 2024 (date) — Date of earliest event reported
• Class Common Stock (equity) — Type of security sold
• Redeemable Warrants (equity) — Type of security sold
• $11.50 (dollar_amount) — Exercise price of warrants

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share PSQH New York Stock Excha
• $11.50 — A common stock at an exercise price of $11.50 per share PSQH.WS New York Stock Ex
• $2.70 — stock, par value $0.0001 per share, at $2.70 per share, for an aggregate purchase pr
• $5.35 million — gregate purchase price of approximately $5.35 million pursuant to a Securities Purchase Agree

Filing Documents

• ea0218756-8k_psqhold.htm (8-K) — 35KB
• ea021875601ex10-1_psqhold.htm (EX-10.1) — 218KB
• ea021875601ex10-2_psqhold.htm (EX-10.2) — 133KB
• ea021875601ex99-1_psqhold.htm (EX-99.1) — 14KB
• ex99-1_001.jpg (GRAPHIC) — 8KB
• 0001213900-24-091268.txt ( ) — 730KB
• psqh-20241022.xsd (EX-101.SCH) — 4KB
• psqh-20241022_def.xml (EX-101.DEF) — 26KB
• psqh-20241022_lab.xml (EX-101.LAB) — 36KB
• psqh-20241022_pre.xml (EX-101.PRE) — 25KB
• ea0218756-8k_psqhold_htm.xml (XML) — 6KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Securities Purchase Agreement On October 24, 2024, PSQ Holdings, Inc., a Delaware corporation (the "Company"), and certain purchasers (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers") closed a private investment in public equity transaction ("PIPE") to purchase an aggregate of 1,981,483 shares (the "Shares") of the Company's Class A common stock, par value $0.0001 per share, at $2.70 per share, for an aggregate purchase price of approximately $5.35 million pursuant to a Securities Purchase Agreement, dated October 22, 2024, by and among the Company and the Purchasers (the "Securities Purchase Agreement" or "SPA"). The Shares were sold in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, and the rules and regulations thereunder (the "Act"), and Rule 506 of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Act. Pursuant to the Securities Purchase Agreement, the Purchasers have also agreed not to sell or transfer the Shares, subject to certain exceptions, until the earlier of (A) the one year anniversary of the date of the Closing or (B) the date on which the Company completes a liquidation, merger or other similar transaction resulting in all of the Company's stockholders exchanging shares for other property. Registration Rights Agreement In connection with the PIPE offering, the Company and the Purchasers entered into a Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which, among other customary terms and indemnification provisions, the Company agreed to prepare and file a registration statement for the resale of (i) all of the Shares and (ii) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the Shares (t

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 28, 2024, the Company issued a press release announcing: (i) the entry into the Securities Purchase Agreement and Registration Rights Agreement; and (ii) a strategic plan to streamline the Company's organization. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. 1

01 Financial

Item 9.01 Financial (d) Exhibits. The following exhibit is furnished with this Form 8-K: Exhibit No. Description 10.1* Form of Securities Purchase Agreement, dated as of October 22, 2024, by and among the Company and the Purchasers signed thereto. 10.2 Form of Registration Rights Agreement, dated as of October 22, 2024, by and among the Company and the Purchasers signed thereto. 99.1 Press Release, dated October 28, 2024 (furnished only). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * The exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request. 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PSQ Holdings, Inc. Date: October 28, 2024 By: /s/ Michael Seifert Name: Michael Seifert Title: Founder, Chairman and Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR