PSQ Holdings, Inc. Files 8-K: Material Definitive Agreement

TL;DR

PSQH signed a big deal, check the 8-K for details.

AI Summary

On December 18, 2025, PSQ Holdings, Inc. entered into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements and exhibits. PSQ Holdings, Inc. is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates a significant new agreement for PSQ Holdings, Inc., which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• PSQ Holdings, Inc. (company) — Registrant
• December 18, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• December 31 (date) — Fiscal year end
• 001-40457 (identifier) — SEC File Number

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
• $1.10 — ering") at a combined offering price of $1.10 per share, provided, that the combined
• $1.18 — mmon Warrants have an exercise price of $1.18 per share of Common Stock. The Common W
• $0 — are being sold in this offering, minus $0.0001, and the exercise price of each Pr
• $7.5 m — from the Offering will be approximately $7.5 million, before deducting Placement Agent

Filing Documents

• tm2533952d1_8k.htm (8-K) — 49KB
• tm2533952d1_ex5-1.htm (EX-5.1) — 21KB
• tm2533952d1_ex10-1.htm (EX-10.1) — 99KB
• tm2533952d1_ex10-2.htm (EX-10.2) — 202KB
• tm2533952d1_ex10-3.htm (EX-10.3) — 95KB
• tm2533952d1_ex10-4.htm (EX-10.4) — 92KB
• tm2533952d1_ex99-1.htm (EX-99.1) — 13KB
• tm2533952d1_ex99-1img001.jpg (GRAPHIC) — 8KB
• tm2533952d1_ex5-1img001.jpg (GRAPHIC) — 8KB
• tm2533952d1_ex5-1img002.jpg (GRAPHIC) — 1KB
• 0001104659-25-123291.txt ( ) — 946KB
• psqh-20251218.xsd (EX-101.SCH) — 4KB
• psqh-20251218_def.xml (EX-101.DEF) — 26KB
• psqh-20251218_lab.xml (EX-101.LAB) — 36KB
• psqh-20251218_pre.xml (EX-101.PRE) — 25KB
• tm2533952d1_8k_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 18, 2025, PSQ Holdings, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with an existing fundamental institutional investor (the "Purchaser") relating to the registered direct offering and sale of an aggregate of 1,800,000 shares (the "Shares") of the Company's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), pre-funded warrants (the "Pre-Funded Warrants") to purchase 5,018,184 shares of Class A Common Stock, and accompanying common warrants to purchase an aggregate of 8,522,730 shares of Class A Common Stock (the "Common Warrants" and the offering of the Shares, the Pre-Funded Warrants and the Common Warrants, the "Offering") at a combined offering price of $1.10 per share, provided, that the combined purchase price per Pre-Funded Warrant and accompanying Common Warrant is identical to the purchase price per Share and accompanying warrant, less the Pre-Funded Warrant exercise price of $0.0001 per share. Terms of Common Warrants The Common Warrants have an exercise price of $1.18 per share of Common Stock. The Common Warrants will be exercisable on the six month anniversary of the issuance date and will expire six years following the date of issuance. Terms of Pre-Funded Warrants The purchase price of each Pre-Funded Warrant and accompanying Common Warrants will equal the price at which the Shares and accompanying Common Warrants are being sold in this offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant will be $0.0001 per share. The Pre-Funded Warrants will be exercisable immediately and may be exercised at any time until all the Pre-Funded Warrants are exercised in full. The foregoing summaries of the Common Warrants and Pre-Funded Warrants do not purport to be complete and are subject to and are qualified in their entirety by copies of such documents filed as E

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 18, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1. 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. 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 statements within the meaning of U.S. federal securities laws. Such forward-looking statements include, but are not limited to, statements 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 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 19, 2025 By: /s/ Michael Seifert Name: Michael Seifert Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR