PSQ Holdings Files 8-K: Agreements, Officer Changes

TL;DR

PSQ Holdings filed an 8-K for new deals and exec changes. Watch closely.

AI Summary

On December 3, 2024, PSQ Holdings, Inc. filed an 8-K detailing the entry into a material definitive agreement, the departure of directors or officers, and the appointment of new officers. The filing also includes information on compensatory arrangements for certain officers and Regulation FD disclosures. Specific details regarding the agreement, departures, and appointments are expected to be elaborated upon in subsequent filings or exhibits.

Why It Matters

This filing indicates significant corporate actions, including new agreements and changes in leadership, which could impact the company's strategic direction and operational execution.

Risk Assessment

Risk Level: medium — Changes in directors and officers, along with new material agreements, can introduce uncertainty and potential shifts in company strategy.

Key Players & Entities

• PSQ Holdings, Inc. (company) — Filer of the 8-K
• December 3, 2024 (date) — Date of report
• 20241204 (date) — Filing date

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
• $4.63 — Common Stock"), at an offering price of $4.63 per share of Class A Common Stock (the
• $36.2 m — from the Offering will be approximately $36.2 million, before deducting Placement Agent
• $5.35 million — d October 22, 2024, for the purchase of $5.35 million of Class A common stock at $2.70 per sh
• $2.70 — 5.35 million of Class A common stock at $2.70 per share. Mr. Langston participated in
• $400,002 — are, for an aggregate purchase price of $400,002. Consulting Agreement On August 9, 2
• $42,000 — which Mr. Trump is entitled to receive $42,000 per month and was granted 100,000 restr

Filing Documents

• ea0223566-8k_psq.htm (8-K) — 55KB
• ea022356601ex5-1_psq.htm (EX-5.1) — 12KB
• ea022356601ex10-1_psq.htm (EX-10.1) — 90KB
• ea022356601ex10-2_psq.htm (EX-10.2) — 187KB
• ea022356601ex99-1_psq.htm (EX-99.1) — 10KB
• ea022356601ex99-2_psq.htm (EX-99.2) — 2KB
• ea022356601ex99-3_psq.htm (EX-99.3) — 13KB
• ex5-1_001.jpg (GRAPHIC) — 9KB
• ex99-1_001.jpg (GRAPHIC) — 7KB
• ex99-3_001.jpg (GRAPHIC) — 7KB
• 0001213900-24-105264.txt ( ) — 715KB
• psqh-20241203.xsd (EX-101.SCH) — 4KB
• psqh-20241203_def.xml (EX-101.DEF) — 26KB
• psqh-20241203_lab.xml (EX-101.LAB) — 36KB
• psqh-20241203_pre.xml (EX-101.PRE) — 25KB
• ea0223566-8k_psq_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On December 4, 2024, PSQ Holdings, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain institutional and accredited investors (the "Purchasers") relating to the registered direct offering and sale of an aggregate of 7,813,931 shares of the Company's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), at an offering price of $4.63 per share of Class A Common Stock (the "Offering"). The shares of Class A Common Stock were offered by the Company pursuant to a prospectus supplement dated December 4, 2024, and accompanying prospectus dated November 1, 2024, in connection with a takedown from the Company's shelf registration statement on Form S-3 (File No. 333-282846), which was declared effective by the Securities and Exchange Commission ("SEC") on November 1, 2024. A copy of the legal opinion of Nelson Mullins Riley & Scarborough LLP relating to the validity of the shares of Class A Common Stock issued in the Offering is filed herewith as Exhibit 5.1. Roth Capital Partners, LLC (the "Placement Agent") acted as the placement agent for the Offering pursuant to a placement agency agreement (the "Placement Agency Agreement") dated December 4, 2024, by and between the Company and the Placement Agent. The gross proceeds to the Company from the Offering will be approximately $36.2 million, before deducting Placement Agent fees and other offering expenses payable by the Company. The Company expects to use the net proceeds from the Offering for working capital and general corporate purposes. The closing of the Offering is expected to occur on December 5, 2024. The Purchase Agreement contains representations, warranties and covenants made by the Company that are customary for transactions of this type. Under the terms of the Purchase Agreement, and subject to certain exceptions, the Company has agreed not to (

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 3, 2024, Omeed Malik resigned from the Board of Directors (the "Board") of the Company, effective immediately. Mr. Malik's decision to resign from the Board is not the result of any disagreement with the Company's operations, policies, or practices. A copy of Mr. Malik's resignation letter is attached hereto as Exhibit 99.2. On December 3, 2024, the Board enlarged the Board from eight to nine members and appointed Willie Langston and Donald J. Trump, Jr. to the Board, effective immediately. Mr. Langston will serve as an independent Class I director until his term of office expires at the annual meeting of the Company's stockholders in 2027, or until his earlier death, resignation or removal, and Mr. Trump will serve as a Class III Director until his term of office expires at the annual meeting of the Company's stockholders in 2026, or until his earlier death, resignation or removal. Biographical information for Mr. Langston and Mr. Trump is set forth below: Willie Langston , age 65, is a Partner with Corient, an asset management and advisory firm in Houston, TX, a role he has held since May 2023. He is a Co-Founder and Executive Committee member of Corient's legacy firm, Avalon Advisors, which he formed in April 2001 and served in such roles until May 2023. From 1996 to 2001, Mr. Langston helped to form and held various positions at Morgan Stanley's Private Wealth Management Division in Texas. From 1985 to 1996, Mr. Langston held multiple roles with Goldman Sachs' Private Wealth Management. Mr. Langston began his career and Coopers & Lybrand. Mr. Langston was the national finance chair for Ted Cruz's presidential campaign and currently serves on the boards of Breakaway Ministries and the TAMU Mays College of Business. He's chairman of Glorieta Camps and the Deacons at Second Baptist Church and

01

Item 7.01 Regulation FD Disclosure. On December 3, 2024, the Company issued a press release announcing the appointment of Mr. Langston and Mr. Trump to the Board. 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. On December 4, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.3. The press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. The information presented in Item 7.01 of this Current Report on Form 8-K and the accompanying press releases shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered "filed" under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K and the press release contain forward-looking regarding the expectations, hopes, beliefs, intentions, plans, prospects or strategies of the Company. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this Current Report on Form 8-K and the press release are based on certain assumptions and analyses made by the management of the Company in light of their respective experience and perception of historical trends, current conditions and expected future developments and their potential effects on the Company as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting the Company will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions being made prove incorrect, actual results may vary in material respects from those p

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: December 4, 2024 By: /s/ James M. Giudice Name: James M. Giudice Title: Chief Legal Officer and General Counsel 4

View Full Filing

View this 8-K filing on SEC EDGAR