PSQ Holdings Inc-A美股招股说明书(2025-05-23版)

Up to $50,000,000 PSQ Holdings, Inc. Class A Common Stock On May 23, 2025, we entered into an At-the-Market Offering Agreement (the “Sales Agreement”) with RothCapital Partners, LLC (“Roth”) and TCBI Securities, Inc., doing business as Texas Capital Securities (“TCS”),relating to the sale of shares of our Class A common stock, $0.0001 par value per share (the “Class A CommonStock”) offered by this prospectus supplement and the accompanying prospectus, filed as part of our registrationstatement on Form S-3 (File No. 333-287154). In accordance with the terms of the Sales Agreement, under thisprospectus supplement and the accompanying prospectus, we may offer and sell shares of Class A Common Stock,having an aggregate offering price of up to $50,000,000 from time to time through or to Roth and TCS, acting as ouragent or principal (the “Agents”). Our Class A Common Stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol“PSQH.” On May 22, 2025, the last reported sale price of our Class A Common Stock on the NYSE was $2.12 pershare. Sales of our Class A Common Stock, if any, under this prospectus supplement and the accompanyingprospectus will be made by any method permitted that is deemed an “at the market offering” as defined in Rule415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on orthrough the NYSE or any other existing trading market for our Class A Common Stock, sales made to or through amarket maker other than on an exchange or otherwise, directly to the Agents as principal, in negotiated transactionsat market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in anyother method permitted by law. The Agents are not required to sell any specific amount, but will act as our salesagent using commercially reasonable efforts consistent with its normal trading and sales practices on mutuallyagreed terms between the Agents and us. There is no arrangement for funds to be received in any escrow, trust orsimilar arrangement. The aggregate compensation payable to the Agents equals 3.5% of the gross proceeds of the shares of our ClassA Common Stock sold through the Agents pursuant to the Sales Agreement. See “Plan of Distribution” beginningon page S-22 for additional information regarding the compensation to be paid to the Agents. In connection with thesale of the Class A Common Stock on our behalf, the Agents will be deemed to be an “underwriter” within themeaning of the Securities Act and the compensation of the Agents will be deemed to be underwriting commissionsor discounts. We have also agreed to provide indemnification and contribution to the Agents with respect to certainliabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended (the“Exchange Act”). Investing in our securities involves risks. See the section entitled “Risk Factors” on page S-4of thisprospectus supplement and in the accompanying prospectus and the documents that are incorporated byreference herein and therein. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. The securities are not being offered in any jurisdiction where the offer isnot permitted. Roth Capital Partners Texas Capital Securities The date of this prospectus supplement is May 23, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-8USE OF PROCEEDSS-10DESCRIPTION OF CAPITAL STOCKS-11DILUTIONS-21PLAN OF DISTRIBUTIONS-22LEGAL MATTERSS-24EXPERTSS-24WHERE YOU CAN FIND MORE INFORMATIONS-24INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-25 Prospectus ABOUT THIS PROSPECTUSiiFREQUENTLY USED TERMSiiiPROSPECTUS SUMMARY1RISK FACTORS3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS4USE OF PROCEEDS6DESCRIPTION OF SECURITIES7DESCRIPTION OF DEBT SECURITIES16DESCRIPTION OF WARRANTS29DESCRIPTION OF RIGHTS31DESCRIPTION OF UNITS32PLAN OF DISTRIBUTION33LEGAL MATTERS36EXPERTS36WHERE YOU CAN FIND MORE INFORMATION36INCORPORATION OF CERTAIN INFORMATION BY REFERENCE37 ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of a registration statement that was filed with the Securities and Exchange Commission(the “SEC”), using a “shelf” registration process. Under the shelf registration process, we may offer and sell sharesof our Class A Common Stock having an aggregate offering price of up to $50,000,000 from time to time through orto the Agents acting as our agent or principal, under this prospectus supplement and accompanying prospectus atprices to be determined by market conditions at the time of the offering. This document consists of two parts. The first part is this prospectus suppleme