---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-25-123291"
form_type: "8-K"
ticker: "PSQH"
cik: "0001847064"
company_name: "PSQ Holdings, Inc."
filed_at: "2025-12-19T23:59:59+00:00"
generated_at: "2026-05-16T12:37:52.021546+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# PSQ Holdings raises $7.5M in registered direct offering of stock and warrants

## Summary
- Gross proceeds ~$7.5M from sale of 6.8M shares/pre-funded warrants and 8.5M warrants at $1.10/unit.
- Common warrants at $1.18, exercisable six months after issuance for 5.5 years; pre-funded warrants at $0.0001, exercisable immediately.
- Net proceeds for working capital and general corporate purposes; Roth Capital acted as placement agent with 6% cash fee.
- Company restricted from issuing equity for 90 days; directors and officers subject to 30-day lock-up from closing.
- Purchaser is an existing fundamental institutional investor; offering closed December 19, 2025.

## SEC filing metadata
- accession: 0001104659-25-123291
- form_type: 8-K
- ticker: PSQH
- cik: 0001847064
- company_name: PSQ Holdings, Inc.
- filed_at: 2025-12-19T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1847064/000110465925123291/0001104659-25-123291-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1847064/000110465925123291/tm2533952d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-123291
- JSON: https://secwatch.observer/filing/0001104659-25-123291.json
- Plain text: https://secwatch.observer/filing/0001104659-25-123291.txt

## Key facts
- Material Agreements
  PSQ Holdings, Inc. entered into Purchase Agreement with an existing fundamental institutional investor valued at approximately $7.5 million (effective 2025-12-18).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: an existing fundamental institutional investor
  - Value: approximately $7.5 million
  - Effective: 2025-12-18
  source text: On December 18, 2025, PSQ Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an existing fundamental institutional investor (the “Purchaser”) relating to the registered direct offering and sale of an aggregate of 1,800,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), pre-funded warrants (the “Pre-Funded Warrants”) to purchase 5,018,184 shares of Class A Common Stock, and accompanying common warrants to purchase an aggregate of 8,522,730 shares of Class A Common Stock (the “Common Warrants” and the offering of the Shares, the Pre-Funded Warrants and the Common Warrants, the “Offering”) at a combined offering price of $1.10 per share, provided, that the combined purchase price per Pre-Funded Warrant and accompanying Common Warrant is identical to the purchase price per Share and accompanying warrant, less the Pre-Funded Warrant exercise price of $0.0001 per s
  evidence_url: https://www.sec.gov/Archives/edgar/data/1847064/000110465925123291/0001104659-25-123291-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.