PSQH PSQ Holdings Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): 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 File Number)		(I.R.S. Employer Identification Number)

 

250 S. Australian Avenue, Suite 1300

West Palm Beach, Florida 33401
(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (877) 776-2402

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		PSQH		New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share		PSQH WS		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 7.01 Regulation FD Disclosure.‌

 

On October 12, 2023, PSQ Holdings, Inc. (the “Company”) issued a press release announcing effectiveness of its resale registration statement on Form S-1 registering for resale the shares and warrants issued in connection with the Company’s business combination with Colombier Acquisition Corp. A copy of the press release is furnished herewith as Exhibit 99.1.

 

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing with the Securities and Exchange Commission, except as expressly set forth by specific reference in such a filing. 

 

Item 9.01 Financial Statements and Exhibits.‌

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release, dated October 12, 2023
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

 

SIGNATURE

 

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 12, 2023	By:	/s/ Michael Seifert
	Name:	Michael Seifert
	Title:	Founder, Chairman and Chief Executive Officer

 

 

 

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.

Michael Seifert, Founder, Chairman and Chief Executive Officer, commented, “This is expected and normal course of business in connection with our successful business combination and we are pleased to have finalized the resale registration statement process for the Form S-1 with the SEC as it is required by the terms of our registration rights agreement.” Mr. Seifert continued, “Management and insiders continue to be dedicated to building this business for the long-term, and remain locked-up from selling any shares for up to one year after the close of our business combination. In fact, none of us have sold any shares to date.”

For additional clarity, PublicSq.’s Form S-1 does not register any new or additional securities, other than shares issuable upon exercise of existing warrants, and the filing of the Registration Statement does not represent a follow-on offering.

The shares and warrants registered for resale on the Form S-1 were issued in connection with the Company’s business combination with Colombier Acquisition Corp., which closed on July 19, 2023 (the “Business Combination”). The Form S-1 also registered the shares issuable upon exercise of the existing warrants. Under the terms of a registration rights agreement with the selling securityholders entered into in connection with the Business Combination, the Registration Statement was required to be effective within the 60 business days following the closing date of the Business Combination. Notwithstanding the effectiveness of the Registration Statement, certain holders remain restricted from selling any shares until the expiration of any lock-up agreements entered into with the Company in connection with the Business Combination.

For a table outlining the Company’s share count and more information on the equity lock-up restrictions, please visit the current investor presentation posted on the Investor Relations website, found here https://investors.publicsq.com/overview/default.aspx.

About PublicSq.

PublicSq. is an app and website that connects patriotic Americans to high-quality businesses that share their values, both online and in their local communities. The primary mission of the platform is to help consumers “shop their values” and put purpose behind their purchases. In just over one year since its nationwide launch, PublicSq. has seen tremendous growth and proven to the nation that the parallel, “patriotic” economy can be a major force in commerce. The platform has over 65,000 businesses from a variety of different industries and over 1.4 million consumer members. Additionally, PublicSq. leverages data and insights from the platform to assess its members’ needs and provide quality wholly-owned products, such as EveryLife diapers and wipes, to fill those needs. PublicSq. is free to join for both consumers and business owners alike, and to learn more, download the app on the App Store or Google Play, or visit PublicSq.com.

Contact:

ICR, Inc.

investment@publicsq.com

 

v3.23.3

Cover	Oct. 12, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 12, 2023
Entity File Number	001-40457
Entity Registrant Name	PSQ Holdings, Inc.
Entity Central Index Key	0001847064
Entity Tax Identification Number	86-2062844
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	250 S. Australian Avenue
Entity Address, Address Line Two	Suite 1300
Entity Address, City or Town	West Palm Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33401
City Area Code	(877)
Local Phone Number	776-2402
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A common stock, par value $0.0001 per share
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	PSQH
Security Exchange Name	NYSE
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	PSQH WS
Security Exchange Name	NYSE

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