--- 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" generated_at: "2026-06-04T21:40:02.404948+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # PSQ Holdings completes acquisition of Credova; issues $10M convertible notes ## Summary - 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. ## SEC filing metadata - 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 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 2.01, 2.02, 2.03, 3.02, 5.02, 7.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-24-022353 - JSON: https://secwatch.observer/filing/0001213900-24-022353.json - Plain text: https://secwatch.observer/filing/0001213900-24-022353.txt ## Key facts - Debt Financings 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1847064/000121390024022353/0001213900-24-022353-index.htm - Earnings Releases PSQ Holdings, Inc. reported financial results for the year ended December 31, 2024. - Period: the year ended December 31, 2024 - Result: reported results source text: On March 14, 2024, the Company issued a press release announcing its financial and operating results for the year ended December 31, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1847064/000121390024022353/0001213900-24-022353-index.htm - Executive change James M. Giudice was appointed as General Counsel at PSQ Holdings, Inc.. - Action: appointed - Role: General Counsel source text: 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_url: https://www.sec.gov/Archives/edgar/data/1847064/000121390024022353/0001213900-24-022353-index.htm - Executive change Dusty Wunderlich was appointed as President of Credova at PSQ Holdings, Inc.. - Action: appointed - Role: President of Credova source text: 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_url: https://www.sec.gov/Archives/edgar/data/1847064/000121390024022353/0001213900-24-022353-index.htm - Executive change Dusty Wunderlich was appointed as Class II Director at PSQ Holdings, Inc.. - Action: appointed - Role: Class II Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1847064/000121390024022353/0001213900-24-022353-index.htm - M&A Transactions 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1847064/000121390024022353/0001213900-24-022353-index.htm - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1847064/000121390024022353/0001213900-24-022353-index.htm - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1847064/000121390024022353/0001213900-24-022353-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.