PSQ Holdings (NYSE: PSQH) terminates asset purchase deal with Tandym

Rhea-AI Filing Summary

PSQ Holdings, Inc. terminated its Asset Purchase Agreement with Tandym, Inc. on December 9, 2025 after key closing conditions were not met by the December 8, 2025 drop-dead date.

The agreement would have transferred certain Tandym assets to PSQ Holdings, including all of Tandym’s intellectual property, related rights and specified contracts. Certain rights and obligations for each party continue in line with the contract terms, but the planned asset transfer will not proceed, and no termination fees were assessed on either party.

Insights

Corporate transactions analyst

Termination stops a planned asset acquisition from Tandym, while the absence of termination fees limits immediate financial consequences for PSQ Holdings.

PSQ Holdings had agreed to acquire certain assets from Tandym, including all of Tandym’s intellectual property, associated rights, and selected contracts. On December 9, 2025, PSQ Holdings terminated this Asset Purchase Agreement because Tandym had not completed a required sale of a portfolio of performing and non-performing loan receivables by the December 8, 2025 drop-dead date.

The termination means PSQ Holdings will not obtain the targeted intellectual property and contracts under this agreement, which could affect whatever strategic plans were tied to these assets. However, no termination fees were imposed on either party, suggesting limited direct financial impact from ending the deal, while certain contractual rights and obligations continue according to the original terms.

false 0001847064 0001847064 2025-12-09 2025-12-09 0001847064 psqh:ClassCommonStockParValue0.0001PerShareMember 2025-12-09 2025-12-09 0001847064 psqh:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember 2025-12-09 2025-12-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): December 9, 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 1.02. Termination of a Material Definitive Agreement.

As previously reported on a Current Report on Form 8-K filed on November 10, 2025 (the “Signing Form 8-‍K”), 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. These assets included all of Seller’s intellectual property and rights thereunder, and certain contracts to be assigned to the Company.

On December 9, 2025, the Company delivered a letter to Seller terminating the Purchase Agreement pursuant to its terms, effective as of the same date (the “Termination”). The Purchase Agreement was terminated because Seller had not completed the sale of the portfolio of performing and non-performing loan receivables pursuant to Section 6.2(x) of the Purchase Agreement. Accordingly, the requisite closing conditions were not timely satisfied or waived by the drop-dead date of December 8, 2025.

Certain of each party’s rights and obligations under the Purchase Agreement survive the Termination in accordance with their terms. No termination fees were assessed against either party in connection with the Termination.

A copy of the Purchase Agreement was attached as Exhibit 2.1 to the Signing Form 8-K and is incorporated herein by reference.

 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 15, 2025	By:	/s/ Michael Seifert
	Name:	Michael Seifert
	Title:	Founder, Chairman and Chief Executive Officer