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SC 13G/A Filing
PSQ (PSQH) SC 13G/APSQ / CVI Investments ownership change
Filed: 7 Feb 25, 4:09pm
SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment
No. 1
)*
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PSQ Holdings, Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
693691107 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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SCHEDULE 13G |
CUSIP No. | 693691107 |
1 | Names of Reporting Persons CVI Investments, Inc. | ||||||||
2 | Check the appropriate box if a member of a Group (see
instructions) ![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
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9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,285,410.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) ![]() | ||||||||
11 | Percent of class represented by amount in row (9) 3.3 % | ||||||||
12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
CUSIP No. | 693691107 |
1 | Names of Reporting Persons Heights Capital Management, Inc. | ||||||||
2 | Check the appropriate box if a member of a Group (see
instructions) ![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization DELAWARE | ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,285,410.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) ![]() | ||||||||
11 | Percent of class represented by amount in row (9) 3.3 % | ||||||||
12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
Item 1. | ||
(a) | Name of issuer: PSQ Holdings, Inc. | |
(b) | Address of issuer's principal executive
offices: 250 S. Australian Avenue, Suite 1300, West Palm Beach, FL 33401 | |
Item 2. | ||
(a) | Name of person filing: This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons," with respect to the shares of Class A Common Stock of PSQ Holdings, Inc. (the "Company"), $0.0001 par value per share (the "Shares").
(i) CVI Investments, Inc.
(ii) Heights Capital Management, Inc.
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(b) | Address or principal business office or, if
none, residence: The address of the principal business office of CVI Investments, Inc. is:
P.O. Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
KY1-1104
Cayman Islands
The address of the principal business office of Heights Capital Management, Inc. is:
101 California Street, Suite 3250
San Francisco, California 94111
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(c) | Citizenship: Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. | |
(d) | Title of class of securities: Class A Common Stock, $0.0001 par value per share | |
(e) | CUSIP No.: 693691107 | |
Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
(a) | ![]() | |
(b) | ![]() | |
(c) | ![]() | |
(d) | ![]() | |
(e) | ![]() | |
(f) | ![]() | |
(g) | ![]() | |
(h) | ![]() | |
(i) | ![]() | |
(j) | ![]() please specify the type of institution: | |
(k) | ![]() | |
Item 4. | Ownership | |
(a) | Amount beneficially owned:
The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The Company's Prospectus Supplement (to Prospectus dated November 1, 2024, Registration No. 333-282846), filed on December 4, 2024, indicates there were 39,499,308 Shares outstanding as of the completion of the offering of the Shares referred to therein. | |
(b) | Percent of class: 3.3 % | |
(c) | Number of shares as to which the person has: | |
(i) Sole power to vote or to direct the vote:
The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
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(ii) Shared power to vote or to direct the
vote:
The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
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(iii) Sole power to dispose or to direct the
disposition of:
The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
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(iv) Shared power to dispose or to direct the
disposition of:
The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
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Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
EXHIBIT INDEX
EXHIBIT DESCRIPTION
________ ________
I Limited Power of Attorney*
II Joint Filing Agreement*
* Previously filed
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