United States securities and exchange commission logo
August 28, 2023
Michael Seifert
President and Chief Executive Officer
PSQ Holdings, Inc.
222 Lakeview Avenue, Suite 800
West Palm Beach, Florida 33401
Re: PSQ Holdings, Inc.
Registration
Statement on Form S-1
Filed August 9,
2023
File No. 333-273830
Dear Michael Seifert:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed August, 9, 2023
Cover page
1. Please revise the cover
page to state the voting rights of the Class A and Class C common
stock, as well as the
fact that your CEO owns 52.62% of your outstanding voting power
and you are therefore a
controlled company.
2. Disclose the potential
profit if the Sponsor Distributees sell the 5,700,000 Private
Warrants at a recent
sale price, as well as the potential profit if the Sponsor Distributees
sell the 5,700,000
shares of Class A Common Stock underlying the Private Warrants at a
recent sale price
assuming conversion of the Private Warrants. Also disclose that cash
proceeds of the company
associated with the exercises of the warrants are dependent on
the stock price.
Michael Seifert
PSQ Holdings, Inc.
August 28, 2023
Page 2
Risk Factor
Risks Related to Ownership of Our Class A Common Stock
A significant portion of our shares of Class A Common Stock will be available
for immediate
resale..., page 44
3. We note your disclosure that [w]hile the Selling Holders may
experience a positive rate
of return based on the trading price of the Company s securities, the
public holders of the
Company s securities may not experience a similar rate of return on the
securities they
purchased due to differences in the applicable purchase price and trading
price. Please
expand your disclosure to state that the selling holders may therefore
have an incentive to
sell because of the likelihood that they will still profit on sales
because of the lower price
that they purchased their shares than the public investors.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Jennie Beysolow at 202-551-8108 or Lilyanna Peyser at
202-551-
3222 with any questions.
Sincerely,
FirstName LastNameMichael Seifert
Division of
Corporation Finance
Comapany NamePSQ Holdings, Inc.
Office of Trade &
Services
August 28, 2023 Page 2
cc: Glenn Pollner, Esq.
FirstName LastName