psqh-20250331

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 Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware						86-2062844
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

313 Datura Street, Suite 200 West Palm Beach, Florida						33401
(Address of principal executive offices)						(Zip Code)

(877) 776-2402

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of May 6, 2025, there were 42,325,298 shares of the registrant’s Class A common stock, par value $0.0001 per share, issued and outstanding and 3,213,678 shares of the registrant’s Class C common stock, par value $0.0001 per share, issued and outstanding.


		Page
PART 1—FINANCIAL INFORMATION		1
Item 1.	Interim Condensed Consolidated Financial Statements:	1
	Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024	1
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 (Unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2025 and 2024 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (Unaudited)	4
	Notes to the Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	34

PART II—OTHER INFORMATION		35
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 6.	Exhibits	36

SIGNATURES		37


	March 31, 2025		December 31, 2024
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	28,039,959	$	36,324,354
Restricted cash	236,896		265,253
Accounts receivable, net	674,432		447,819
Loans held for investment, net of allowance for credit losses of $651,225 and $689,007 as of March 31, 2025 and December 31, 2024, respectively	3,683,791		3,986,997
Lease merchandise, net of accumulated depreciation of $25,573 and zero and allowances of $367,201 and zero as of March 31, 2025 and December 31, 2024, respectively	656,189		—
Interest receivable	239,034		314,104
Inventory	2,432,560		2,663,397
Prepaid expenses and other current assets	2,782,204		2,835,238
Total current assets	38,745,065		46,837,162
Loans held for investment, net of allowance for credit losses of $106,013 and $127,038 as of March 31, 2025 and December 31, 2024, respectively, non-current	618,789		735,118
Property and equipment, net	228,605		275,539
Intangible assets, net	15,343,411		15,790,437
Goodwill	10,930,978		10,930,978
Operating lease right-of-use assets	230,487		274,603
Deposits	56,909		50,004
Total assets	$	66,154,244	$	74,893,841

Liabilities and stockholders’ equity
Current liabilities:
Revolving line of credit	$	3,704,403	$	3,777,279
Accounts payable	3,104,975		3,503,553
Accrued expenses	1,592,588		1,167,329
Deferred revenue	57,754		53,671
Operating lease liabilities, current portion	109,570		122,587
Total current liabilities	8,569,290		8,624,419
Convertible promissory notes, related party (Note 9)	20,000,000		20,000,000
Convertible promissory notes	8,449,500		8,449,500
Earn-out liabilities	170,000		620,000
Warrant liabilities	2,804,500		10,186,000
Operating lease liabilities	135,248		163,716
Total liabilities	40,128,538		48,043,635
Commitments and contingencies (Note 14)
Stockholders’ equity
Preferred stock, $0.0001 par value; 50,000,000 authorized shares; no shares issued and outstanding as of March 31, 2025 and December 31, 2024	—		—
Class A Common stock, $0.0001 par value; 500,000,000 authorized shares; 39,959,012 shares and 39,575,499 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	3,996		3,958
Class C Common stock, $0.0001 par value; 40,000,000 authorized shares; 3,213,678 shares issued and outstanding as of March 31, 2025, and December 31, 2024	321		321
Additional paid in capital	150,369,162		146,746,355
Accumulated deficit	(124,347,773)		(119,900,428)
Total stockholders’ equity	26,025,706		26,850,206
Total liabilities and stockholders’ equity	$	66,154,244	$	74,893,841


	For the Three Months Ended March 31,
	2025		2024
Revenues, net	$	6,749,621	$	3,465,889
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization expense shown below)	736,245		598,361
Cost of goods sold (exclusive of depreciation and amortization expense shown below)	2,073,274		1,391,408
General and administrative	10,524,491		10,262,878
Sales and marketing	2,456,386		4,682,638
Research and development	1,437,453		1,141,958
Depreciation and amortization	1,211,110		296,597
Total costs and expenses	18,438,959		18,373,840
Operating loss	(11,689,338)		(14,907,951)
Other income (expense):
Other income, net	287,190		103,379
Change in fair value of earn-out liabilities	450,000		120,000
Change in fair value of warrant liabilities	7,381,500		2,231,500
Interest expense, net	(868,457)		(124,178)
Loss before income taxes	(4,439,105)		(12,577,250)
Income tax (expense) benefit	(8,240)		419
Net loss	$	(4,447,345)	$	(12,576,831)

Net loss per common share, basic and diluted	$	(0.10)	$	(0.44)
Weighted average shares outstanding, basic and diluted	42,953,447		28,395,756


	Preferred Stock			Class A Common Stock			Class C Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2024	—	$	—	39,575,499	$	3,958	3,213,678	$	321	$	146,746,355	$	(119,900,428)	$	26,850,206
Issuance of common stock from Employee Stock Purchase Plan	—	—		3,995	—		—	—		—		—		—
Issuance of shares for fully vested restricted stock units	—	—		379,518	38		—	—		(38)		—		—
Share-based compensation	—	—		—	—		—	—		3,622,845		—		3,622,845
Net loss	—	—		—	—		—	—		—		(4,447,345)		(4,447,345)
Balance at March 31, 2025	—	$	—	39,959,012	$	3,996	3,213,678	$	321	$	150,369,162	$	(124,347,773)	$	26,025,706

	Preferred Stock			Class A Common Stock			Class C Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2023	—	$	—	24,410,075	$	2,441	3,213,678	$	321	$	72,644,419	$	(62,213,139)	$	10,434,042
Issuance of common stock for Credova Merger	—	—		2,920,993	292		—	—		14,137,314		—		14,137,606
Issuance of shares for consulting arrangement	—	—		183,349	18		—	—		887,391		—		887,409
Share-based compensation	—	—		—	—		—	—		5,410,894		—		5,410,894
Issuance of shares for fully vested restricted stock units	—	—		663,500	66		—	—		(66)		—		—
Net loss	—	—		—	—		—	—		—		(12,576,831)		(12,576,831)
Balance at March 31, 2024	—	$	—	28,177,917	$	2,817	3,213,678	$	321	$	93,079,952	$	(74,789,970)	$	18,293,120


	March 13, 2024
Purchase consideration:
Common stock, at fair value	$	14,137,606
Assumption of notes payable	8,449,500
Cash paid	1,587,184
Total purchase consideration	$	24,174,290

Purchase price allocation:
Cash	$	1,728,400
Loans held for investment	7,027,678
Fixed assets	243,879
Intangible assets	11,720,000
Prepaid expenses	1,269,933
Goodwill	10,930,978
Operating lease right-of-use asset	341,121
Accounts payable and other current liabilities	(3,430,171)
Operating lease liability	(341,121)
Revolving line of credit	(5,316,407)
Fair value of net assets acquired	$	24,174,290


	Fair value		Useful life
Trademarks and tradenames	$	1,700,000	5
Internally developed software	3,600,000		3
Merchant relationships	5,900,000		5
State operating licenses	520,000		Indefinite
Total intangible assets	$	11,720,000


	Three months ended March 31, 2024
Revenue	$	6,379,454
Net loss	$	(11,263,956)


	Useful Life	March 31, 2025		December 31, 2024
Capitalized software development costs	1-5 years	$	9,277,106	$	8,620,519
Trademark and tradenames	5 years	1,700,000		1,700,000
Internally developed software	3 years	3,600,000		3,600,000
Merchant relationships	5 years	5,900,000		5,900,000
State operating licenses	Indefinite	520,000		520,000
Purchased technology	1-15 years	247,488		247,488
Brand name	10 years	1,377,461		1,377,461
Total intangible assets		22,622,055		21,965,468
Less: Accumulated amortization		(7,278,644)		(6,175,031)
Total intangible assets, net		$	15,343,411	$	15,790,437


Remainder of 2025	$	3,355,012
2026	4,473,369
2027	3,394,613
2028	2,569,164
2029	469,277
Thereafter	561,976
	$	14,823,411


			Past Due
	Current		30-59 Days		60-89 days		> 90 days		Total
Loans held for investment	$	4,965,622	$	54,270	$	26,067	$	13,859	$	5,059,818
Allowance for credit losses									(757,238)
Loans held for investment, net									$	4,302,580


	Number of RSUs	Weighted Average Grant Date Value
Unvested as of January 1, 2025	2,528,635	$	6.16
Granted	1,586,480	3.93
Forfeited	(73,442)	3.54
Vested	(699,918)	4.23
Unvested as of March 31, 2025	3,341,755	$	5.60


Balance at January 1, 2024	$	—
Balance acquired from Credova Merger	1,130,515
Charge-offs	(93,894)
Provision for credit losses	36,960
Balance at March 31, 2024	$	1,073,581

Balance at December 31, 2024	$	816,045
Charge-offs	(353,568)
Provision for credit losses	294,761
Balance at March 31, 2025	$	757,238


	March 31, 2025		December 31, 2024
Lease merchandise	$	1,048,963	$	—
Less: Accumulated depreciation	(25,573)		—
Less: Allowance for lease merchandise losses	(367,201)		—
Lease merchandise, net	$	656,189	$	—


Balance at January 1, 2025	$	—
Charge-offs	—
Provision for lease merchandise write-offs	367,201
Balance at March 31, 2025	$	367,201


	For the three months ended March 31,
	2025		2024
Cost of sales	$	26,242	$	23,974
General and administrative	2,639,188		2,638,132
Sales and marketing	493,629		2,015,793
Research and development	463,786		321,115
Transaction costs incurred in connection with Credova Merger	—		887,409
Total share-based compensation	$	3,622,845	$	5,886,423


	As of March 31, 2025
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents – Money market	$	22,838,388	$	—	$	—	$	22,838,388

Liabilities
Warrant liabilities – Public Warrants	$	1,322,500	$	—	$	—	$	1,322,500
Warrant liabilities – Private placement warrants(1)	—		—		1,482,000		1,482,000
Earn-out liabilities(2)	—		—		170,000		170,000
Total liabilities	$	1,322,500	$	—	$	1,652,000	$	2,974,500

SEC Form 10-Q filed by PSQ Holdings Inc.