8-K
filed March 14, 2024, 7:59 PM ET
ticker PSQH
CIK 0001847064
M&A
confidence high
sentiment neutral
materiality 0.80
PSQ Holdings, Inc. (PSQH): M&A transaction — PSQ Holdings completes acquisition of Credova; issues $10M convertible notes
PSQ Holdings, Inc.
- Acquired Credova for 2,920,993 shares of Class A common stock; 10% held in escrow for 12 months for indemnity.
- Issued $8.45M of 9.75% convertible replacement notes to Credova noteholders, convertible at ~$4.64 per share.
- Entered $10M convertible note purchase agreement with affiliates of a board member; 9.75% rate, similar conversion terms.
- Appointed Dusty Wunderlich as Class II director and President of Credova; James Giudice as General Counsel.
- Lock-up agreements restrict trading of shares and notes for 12 months post-closing; registration rights granted.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
PSQ Holdings, Inc. incurred convertible notes of $8.45 million with Participating Noteholders at 9.75% per annum maturing 2034.
- Instrument
- convertible notes
- Principal
- $8.45 million
- Counterparty
- Participating Noteholders
- Rate
- 9.75% per annum
- Maturity
- 2034
- Event
- incurrence
Exact text from the filing
An aggregate of $8.45 million of Replacement Notes, convertible into shares of Class A Common Stock, were delivered to participating former holders of Credova subordinated notes and new investors in Credova subordinary notes issued prior to closing
View on SEC.gov
Earnings Releases
SEC 8-K Item 2.02
confidence 0.9
PSQ Holdings, Inc. reported financial results for the year ended December 31, 2024.
- Period
- the year ended December 31, 2024
- Result
- reported results
Exact text from the filing
On March 14, 2024, the Company issued a press release announcing its financial and operating results for the year ended December 31, 2024.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James M. Giudice was appointed as General Counsel at PSQ Holdings, Inc..
- Action
- appointed
- Role
- General Counsel
Exact text from the filing
Immediately after the Closing on March 13, 2024, the Board appointed Dusty Wunderlich to the Board as a Class II director and appointed Mr. Wunderlich as President of Credova and James M. Giudice as the Company’s General Counsel.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dusty Wunderlich was appointed as President of Credova at PSQ Holdings, Inc..
- Action
- appointed
- Role
- President of Credova
Exact text from the filing
Immediately after the Closing on March 13, 2024, the Board appointed Dusty Wunderlich to the Board as a Class II director and appointed Mr. Wunderlich as President of Credova and James M. Giudice as the Company’s General Counsel.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dusty Wunderlich was appointed as Class II Director at PSQ Holdings, Inc..
- Action
- appointed
- Role
- Class II Director
Exact text from the filing
Immediately after the Closing on March 13, 2024, the Board appointed Dusty Wunderlich to the Board as a Class II director and appointed Mr. Wunderlich as President of Credova and James M. Giudice as the Company’s General Counsel.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
PSQ Holdings, Inc. completed an acquisition involving Credova Holdings, Inc. for 2,920,993 newly-issued shares of Class A Common Stock (closed 2024-03-13).
- Action
- acquisition
- Counterparty
- Credova Holdings, Inc.
- Consideration
- 2,920,993 newly-issued shares of Class A Common Stock
- Closing
- 2024-03-13
Exact text from the filing
Common Stock”), delivered to the Credova stockholders at the Closing (“Credova Stockholders”). Merger Consideration As consideration for the Merger, Credova stockholders received 2,920,993 newly-issued shares of Class A Common Stock (the “Consideration Shares”). A number of Consideration Shares equal to ten percent (10%) of the Consideration Shares (the “Escrow
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
PSQ Holdings, Inc. entered into Credova Merger Agreement with Cello Merger Sub, Inc., Credova Holdings, Inc., Samuel L. Paul valued at 2,920,993 newly-issued shares of Class A Common Stock (effective 2024-03-13).
- Action
- entry
- Agreement
- merger
- Counterparty
- Cello Merger Sub, Inc., Credova Holdings, Inc., Samuel L. Paul
- Value
- 2,920,993 newly-issued shares of Class A Common Stock
- Effective
- 2024-03-13
Exact text from the filing
On March 13, 2024, PSQ Holdings, Inc. (the “Company” or “PSQ”) entered into an agreement and plan of merger (the “Credova Merger Agreement”) with Cello Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub”), Credova Holdings, Inc., a Delaware corporation (“Credova”), and Samuel L. Paul, in the capacity as the Seller Representative in accordance with the terms of the Credova Merger Agreement.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
PSQ Holdings, Inc. entered into Note Exchange Agreement with Participating Noteholders valued at $8.45 million of Replacement Notes, convertible into shares of Class A Common Stock, bearing interes (effective 2024-03-13).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- Participating Noteholders
- Value
- $8.45 million of Replacement Notes, convertible into shares of Class A Common Stock, bearing interes
- Effective
- 2024-03-13
Exact text from the filing
An aggregate of $8.45 million of Replacement Notes, convertible into shares of Class A Common Stock, were delivered to participating former holders of Credova subordinated notes and new investors in Credova subordinary notes issued prior to closing (the “Participating Noteholders”).
View on SEC.gov
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