How will PSQH use the $1,301,000 proceeds from the share sale?

PSQ Holdings states it intends to use the net proceeds from the $1,301,000 private placement for working capital and general corporate purposes , providing additional funding for ongoing business needs.

PSQ Holdings (NYSE: PSQH) completes $1.3M private share sale

Q: What equity financing did PSQH announce on August 13, 2026?

PSQ Holdings completed a private placement of 361,385 Class A shares at $3.60 per share , generating $1,301,000 in gross proceeds from directors and affiliated entities.

Q: Who purchased the newly issued PSQH shares in the private placement?

The shares were purchased by company directors and affiliated entities, including Davis Pilot III, Donald J. Trump, Jr., Blake Master, Willie Langston, James Celli and Caitlin Long, acting as accredited investors under Regulation D.

Q: What registration rights did PSQH grant for the new shares?

PSQ Holdings agreed to file a registration statement for the shares within 90 days of closing and to use reasonable best efforts to have it declared effective and kept effective until sales under the registration or Rule 144 are permitted.

Q: Under what exemptions were PSQH’s new shares sold?

The shares were sold as a private placement relying on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D , without general solicitation and only to accredited investors.

Q: Are the newly issued PSQH shares currently freely tradable?

The newly issued shares are not registered under the Securities Act and may not be offered or sold publicly in the United States without registration or an applicable exemption from registration requirements.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

PSQ Holdings, Inc. entered into a securities purchase agreement with several company directors and affiliated entities for a private placement of equity. The transaction involved 361,385 shares of Class A common stock at $3.60 per share, generating $1,301,000 in gross proceeds. The closing occurred on August 13, 2026.

The company plans to use the net proceeds for working capital and general corporate purposes. Under the agreement, PSQ Holdings will file a registration statement covering the shares within 90 days of closing and use its reasonable best efforts to have it declared effective within specified timeframes, with effectiveness maintained until the shares can be sold under the registration statement or Rule 144. The transaction was conducted as a private placement relying on Section 4(a)(2) and Rule 506 of Regulation D, with shares sold to accredited investors without general solicitation.

Filing Explained

The completed issue adds 361,385 shares, reducing existing holders’ percentage ownership absent offsetting changes; the shares remain unregistered pending a future filing.

PSQ Holdings completed and issued 361,385 additional Class A common shares on August 13, 2026, in exchange for $1,301,000 of gross proceeds before offering expenses.

Because the financing adds shares to the outstanding share count, existing holders' percentage ownership is reduced absent offsetting changes. The issued shares were unregistered under federal and state securities laws, so resale requires registration or an applicable exemption.

The company intends to use the net proceeds for working capital and general corporate purposes. As of June 30, 2026, it reported $6,735,250 of cash and equivalents and $2,344,106 of second-quarter operating cash outflow.

That June 30 cash balance equaled 258.6 days of the latest quarter's operating cash use, a historical comparison rather than a forecast. The filing commits the company to file a resale registration statement within 90 days of closing, but does not report that the statement has been filed or declared effective.

Sources and calculations

PSQ Holdings Form 8-K (2026-08-13)
Dilution definition (undated)
PSQ Holdings 2026 second-quarter fundamentals (2026Q2)

Cash and equivalents vs quarterly operating cash outflow, in days of cash use $6,735,250 / ($2,344,106 / 90) = [object Object]

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares issued: 361,385 shares Purchase price per share: $3.60 per share Gross proceeds: $1,301,000 +4 more

7 metrics

Shares issued 361,385 shares Class A common stock sold in the private placement

Purchase price per share $3.60 per share Price paid by directors and affiliated purchasers

Gross proceeds $1,301,000 Aggregate gross proceeds from the private placement

Registration filing deadline 90 days Time after closing to file registration statement for the shares

Effectiveness target 60 business days Outside date after initial filing to have registration declared effective

Warrant exercise fraction 1/15 of one share Each redeemable warrant exercisable for 1/15 of one Class A share

Warrant exercise price $172.50 per share Exercise price for each whole redeemable warrant

Key Terms

Private Placement, Registration Statement, Rule 144, Regulation D, +1 more

5 terms

Private Placement financial

"for the private placement (the “Private Placement”) of 361,385 shares"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Registration Statement regulatory

"the Company will file a registration statement covering the Shares"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Rule 144 regulatory

"until the earlier of such time as all of the Shares have been sold by the Purchasers pursuant to the Registration Statement or Rule 144"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

Regulation D regulatory

"Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

accredited investors financial

"The Purchasers represented that they were accredited investors within the meaning of Rule 501(a)"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

FAQ

What equity financing did PSQH announce on August 13, 2026?

PSQ Holdings completed a private placement of 361,385 Class A shares at $3.60 per share, generating $1,301,000 in gross proceeds from directors and affiliated entities.

Who purchased the newly issued PSQH shares in the private placement?

The shares were purchased by company directors and affiliated entities, including Davis Pilot III, Donald J. Trump, Jr., Blake Master, Willie Langston, James Celli and Caitlin Long, acting as accredited investors under Regulation D.

What registration rights did PSQH grant for the new shares?

PSQ Holdings agreed to file a registration statement for the shares within 90 days of closing and to use reasonable best efforts to have it declared effective and kept effective until sales under the registration or Rule 144 are permitted.

Under what exemptions were PSQH’s new shares sold?

The shares were sold as a private placement relying on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, without general solicitation and only to accredited investors.

Are the newly issued PSQH shares currently freely tradable?

The newly issued shares are not registered under the Securities Act and may not be offered or sold publicly in the United States without registration or an applicable exemption from registration requirements.

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Understanding 8-K Material Events →

Available on EDGAR 08/14/2026 - 04:18 PM Accepted by SEC EDGAR 08/14/2026 - 04:11 PM

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): August 13, 2026

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)

515 W Aspen Street, Suite 200C

Bozeman, Montana 59715

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (754) 264-8701

(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 1/15 of one share of Class A common stock at an exercise price of $172.50 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 August 13, 2026, PSQ Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the Davis Pilot III, Donald J. Trump, Jr., Blake Master, Willie Langston, James Celli and Caitlin Long (or entities affiliated with such persons) (collectively, the “Purchasers”), each of whom are directors of the Company, for the private placement (the “Private Placement”) of 361,385 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share, at a purchase price of $3.60 per Share. The aggregate gross proceeds for the Private Placement were $1,301,000, before deducting offering expenses, and the Private Placement closed on August 13, 2026.

The Company intends to use the net proceeds from the proposed financing for working capital and general corporate purposes.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Purchasers, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and other obligations of the parties. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such Purchase Agreement and are made as of specific dates; are solely for the benefit of the parties (except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Purchase Agreement, instead of establishing matters as facts; and may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to the investors generally. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company.

The Purchase Agreement also provides that the Company will file a registration statement covering the Shares (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) within 90 days of the closing of the Private Placement (the “Initial Filing Date”), use its reasonable best efforts to have the Registration Statement declared effective as soon as practicable, but in no event later than the earlier of (i) 60 business days after the Initial Filing Date and (ii) five business days after the SEC has notified the Company that it will not review, or has completed its review of, the Registration Statement, and to have the Registration Statement remain continuously effective until the earlier of (i) such time as all of the Shares have been sold by the Purchasers pursuant to the Registration Statement or Rule 144 and (ii) all of the Registrable Securities are eligible to be sold by the Purchasers pursuant to Rule 144.

The Private Placement is exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. The Purchasers represented that they were accredited investors within the meaning of Rule 501(a) of Regulation D and were acquiring the Shares as principal for their own accounts and not with a view to or for distributing or reselling the Shares. The Shares were offered without any general solicitation by the Company or its representatives. The Shares sold and issued in the Private Placement are not registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement filed as Exhibit 10.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosures set forth in Item 1.01 above are incorporated by reference into this Item 3.02.

Item 9.01. Exhibits

Exhibit No.		Description
10.1		Securities Purchase Agreement, dated August 13, 2026, by and between the Company and the Purchasers named therein.
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

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 Securities Exchange Act of 1934, as amended, 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 anticipated use of proceeds from the Private Placement. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, due to changes in the Company’s liquidity needs and business strategy 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: August 14, 2026	By:	/s/ Jim Giudice
	Name:	Jim Giudice
	Title:	Chief Legal Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 154.7 KB