UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 9, 2023
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) |
222 Lakeview Avenue, Suite 800
West Palm Beach, Florida 33401
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (877) 776-2402
(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 ☒
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.
Explanatory Note
PSQ Holdings, Inc. (the “Company”) is filing this amendment (“Amendment No. 1”) to its Current Report on Form 8-K dated August 9, 2023, filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2023 (the “Original Report”), in order to replace the announcement regarding the Company’s results of operations for the second quarter ended June 30, 2023 attached as Exhibit 99.1 to the Original Report (the “Original Exhibit”) to reflect the contents of the announcement that was issued on August 9, 2023 (the “Earnings Release”) which is attached hereto as Exhibit 99.1. The Earnings Release includes certain additional narrative information that was not included in the Original Exhibit, but does not change any of the financial information reported in the Original Exhibit.
Item 2.02 Results of Operations and Financial Condition.
The Company is filing this Amendment No. 1 to the Original Report and the attached as Exhibit 99.1 to this Amendment No. 1 to update the Original Press Release to replace the Original Exhibit to reflect the contents of Earnings Release which is attached hereto as Exhibit 99.1.
The information set forth in Item 2.02 of this Amendment No. 1 including Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information set forth in Item 2.02 to this Amendment No. 1 including Exhibit 99.1 of this Amendment No. 1 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
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: August 9, 2023 | By: | /s/ Michael Seifert |
| | Name: | Michael Seifert |
| | Title: | Founder, Chairman and Chief Executive Officer |
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