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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):
November 10, 2025
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) |
313 Datura Street, Suite 200
West Palm Beach, Florida |
|
33401 |
| (Address of principal executive
offices) |
|
(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 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.
Item 1.01. Entry into a Material Definitive Agreement.
On November 7, 2025, PSQ Holdings,
Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Tandym, Inc. (“Seller”),
for the purchase by the Company of certain of Seller’s assets that provide merchants the ability to offer private label credit and
debit cards. These assets include all of Seller’s intellectual property and rights thereunder, and certain contracts to be assigned
to the Company (the “Purchased Assets”). The closing of the transaction contemplated by the Purchase Agreement is expected
to occur in December 2025.
The aggregate consideration
for the Purchased Assets is expected to be up to $6,750,000, which will consist of (a) stock consideration of $5,750,000 of the Company’s
Class A Common Stock, par value $0.0001 per share, with the stock price as calculated on the business day immediately prior to the date
closing occurs (the “Closing Date”), plus an expected amount in cash of up to $1,000,000 to provide reimbursement of certain
pre-negotiated liabilities of Seller (the “Cash Consideration”), subject to an adjustment based on receivables being sold
in the interim between execution of the Purchase Agreement and the Closing Date. The Stock Consideration will be deposited into an escrow
account at closing as collateral for potential indemnification claims, with any remainder to be released to Seller 18 months after the
Closing Date. Upon release of the Stock Consideration not used to satisfy indemnification claims, the Company will issue the shares of
Stock Consideration described herein in reliance upon the exemptions from registration afforded by Section 4(a)(2) and Rule 506 promulgated
under the Securities Act of 1933, as amended (the “Securities Act”).
The Purchase Agreement contains
customary representations, warranties and covenants by each of the parties. The Purchase Agreement also provides that the parties will
indemnify each other for certain liabilities arising under the Purchase Agreement, subject to various limitations, including, among other
things, deductibles, caps and time limitations.
The foregoing description
of the Purchase Agreement is a summary, does not purport to be complete, and is qualified by reference to the full text of the Purchase
Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
The Purchase Agreement is
described herein to provide investors with information regarding the terms of the transaction. The representations, warranties and covenants
contained in the Purchase Agreement were made solely for the purposes of the Purchase Agreement; were made only as of specified dates
and do not reflect subsequent information; were made solely for the benefit of the parties thereto; may be subject to limitations agreed
upon by the contracting parties, including being qualified by confidential disclosures that modify, qualify and create exceptions to such
representations, warranties and covenants; were made for the purposes of allocating risk between the parties thereto instead of establishing
matters of fact; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable
to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties
and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties, their affiliates
or their respective businesses. Moreover, information concerning the subject matter of representations and warranties may change after
the date of the Purchase Agreement, which subsequent information may or may not be reflected in the Company’s public disclosures.
Item 3.02. Unregistered
Sales of Equity Securities.
The
disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The securities of the
Company issued as part of the Stock Consideration will not initially be registered under the Securities Act in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01. Regulation FD Disclosure.
On
November 10, 2025, the Company issued a press release in connection with the matters discussed in this Current Report on Form 8-K. 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit |
|
Description |
| |
|
|
| 10.1* |
|
Asset Purchase Agreement, dated as of November 7, 2025 by and between the Company and Seller |
| 99.1 |
|
Press Release dated November 10, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Pursuant to Item 601(a)(5) of Regulation
S-K, the exhibits and schedules to Exhibit 10.1 have been omitted from this report and will be furnished supplementally to the Securities
and Exchange Commission upon request.
Forward-Looking Statements
All statements in this Current Report on Form 8-K (including Exhibit
99.1), other than historical financial information, may be deemed to be forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act, and for purposes of the “safe harbor” provisions under the United
States Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments
may differ materially from those in the forward-looking statements. Such forward-looking statements include, but are not limited to, expectations,
hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding the Company, including the proposed transaction
with Tandym, Inc. Many factors could cause actual future events to differ materially from the forward-looking statements in this
communication, due to the risk that negotiations will not be successful, and uncertainties associated with market conditions or other
external factors. Recipients are cautioned not to put undue reliance on forward-looking statements. See the Company’s other filings
with the SEC for a discussion of other risks and uncertainties. The Company disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise.
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: November 10, 2025 |
By: |
/s/ Michael Seifert |
| |
Name: |
Michael Seifert |
| |
Title: |
Founder, Chairman and
Chief Executive Officer |
