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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 6, 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, 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 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 2.02 Results of Operations and Financial Condition.
On November 6, 2025, PSQ
Holdings, Inc. (the “Company”) issued a press release announcing its financial and operating results for the quarter ended
September 30, 2025. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in Item 2.02
of this Current Report on Form 8-K and the press release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended
(the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
On November 6, 2025, the
Company issued the press release described above in Item 2.02 of this Current Report on Form 8-K. The press release is attached as Exhibit
99.1 and incorporated into this Item 7.01 by reference.
The information in this Current
Report on Form 8-K under Item 7.01 is being “furnished” and not “filed” with the Securities and Exchange Commission
(the “SEC”) for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under such section. Furthermore,
such information shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, unless specifically
identified as being incorporated therein by reference.
Item 8.01 Regulation FD Disclosure.
As of November 6, 2025, the
Company is in negotiations to enter into an asset purchase agreement to purchase certain intellectual property assets from Tandym, Inc. The
following comprise the proposed consideration for the assets: (a) shares of Class A Common Stock with a value of $5.75 million, and (b)
up to $1.0 million in cash. There is no assurance the Company will successfully negotiate, enter into, or close the transactions contemplated
by the asset purchase agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press
Release, dated November 6, 2025 |
| 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 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.
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: November 6, 2025 |
By: |
/s/ James M. Giudice |
| |
Name: |
James M. Giudice |
| |
Title: |
Chief Legal Officer and General Counsel |
