{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-24-022353","form_type":"8-K","ticker":"PSQH","cik":"0001847064","company_name":"PSQ Holdings, Inc.","filed_at":"2024-03-14T23:59:59+00:00","discovered_at":"2026-05-14T18:03:25.982043+00:00","generated_at":"2026-06-04T21:40:02.404948+00:00","sec_items":["1.01","2.01","2.02","2.03","3.02","5.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"PSQ Holdings completes acquisition of Credova; issues $10M convertible notes","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-24-022353","json":"https://secwatch.observer/filing/0001213900-24-022353.json","markdown":"https://secwatch.observer/filing/0001213900-24-022353.md","text":"https://secwatch.observer/filing/0001213900-24-022353.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1847064/000121390024022353/0001213900-24-022353-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1847064/000121390024022353/ea0201600-8k_psqhold.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-04T21:40:02.404948+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"20ec30804c89b05105ae1eaaaeb1707ae1a28132","claim":"PSQ Holdings, Inc. incurred convertible notes of $8.45 million with Participating Noteholders at 9.75% per annum maturing 2034.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1847064/000121390024022353/0001213900-24-022353-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"$8.45 million"},{"label":"Counterparty","value":"Participating Noteholders"},{"label":"Rate","value":"9.75% per annum"},{"label":"Maturity","value":"2034"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"fc9acfe047f007365841c301734f0b9245b7f013","claim":"PSQ Holdings, Inc. reported financial results for the year ended December 31, 2024.","evidence_excerpt":"On March 14, 2024, the Company issued a press release announcing its financial and operating results for the year ended December 31, 2024.","evidence_source":"SEC 8-K Item 2.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1847064/000121390024022353/0001213900-24-022353-index.htm","confidence":0.9,"family_label":"Earnings Releases","details":[{"label":"Period","value":"the year ended December 31, 2024"},{"label":"Result","value":"reported results"}],"fact_type":"earnings_release"},{"claim_id":"07b37bad4e","claim":"James M. Giudice was appointed as General Counsel at PSQ Holdings, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1847064/000121390024022353/0001213900-24-022353-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"General Counsel"}],"fact_type":"executive_change"},{"claim_id":"bd551f56bb","claim":"Dusty Wunderlich was appointed as President of Credova at PSQ Holdings, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1847064/000121390024022353/0001213900-24-022353-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"President of Credova"}],"fact_type":"executive_change"},{"claim_id":"fba11fd5a8","claim":"Dusty Wunderlich was appointed as Class II Director at PSQ Holdings, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1847064/000121390024022353/0001213900-24-022353-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Class II Director"}],"fact_type":"executive_change"},{"claim_id":"f229b4a610757243b901c89ec82d1c52b3747d79","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1847064/000121390024022353/0001213900-24-022353-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"Credova Holdings, Inc."},{"label":"Consideration","value":"2,920,993 newly-issued shares of Class A Common Stock"},{"label":"Closing","value":"2024-03-13"}],"fact_type":"ma_transaction"},{"claim_id":"75cdaa6cdd45c7be97c29cda2e031fb64f79db79","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1847064/000121390024022353/0001213900-24-022353-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"Cello Merger Sub, Inc., Credova Holdings, Inc., Samuel L. Paul"},{"label":"Value","value":"2,920,993 newly-issued shares of Class A Common Stock"},{"label":"Effective","value":"2024-03-13"}],"fact_type":"material_agreement"},{"claim_id":"7644f6fdd6283f5e15f14eeb7fc1258745cd08e8","claim":"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).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1847064/000121390024022353/0001213900-24-022353-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"Participating Noteholders"},{"label":"Value","value":"$8.45 million of Replacement Notes, convertible into shares of Class A Common Stock, bearing interes"},{"label":"Effective","value":"2024-03-13"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}