PSQ Holdings Inc-A 2025年季度报告

FORM10-Q xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30, 2025 oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:001-40457 PSQ Holdings, Inc.(Exact name of registrant as specified in its charter) Not applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period thatthe registrant was required to submit such files).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNox As of November4, 2025, there were43,025,227shares of the registrant’s Class A common stock, par value $0.0001 per share, issuedand outstanding and3,213,678shares of the registrant’s Class C common stock, par value $0.0001 per share, issued and outstanding. TABLE OF CONTENTS PagePART 1—FINANCIAL INFORMATION1Item 1.Interim Condensed Consolidated Financial Statements:1Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 20241Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025and 2024 (Unaudited)2Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months endedSeptember 30, 2025 and 2024 (Unaudited)3Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024(Unaudited)4Notes to the Unaudited Condensed Consolidated Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations25Item 3.Quantitative and Qualitative Disclosures About Market Risk35Item 4.Controls and Procedures36PART II—OTHER INFORMATION37Item 1.Legal Proceedings37Item 1A.Risk Factors37Item 6.Exhibits39SIGNATURES40 PART I—FINANCIAL INFORMATION ITEM 1. Interim Condensed Consolidated Financial Statements PSQ HOLDINGS, INC.Condensed Consolidated Balance Sheets PSQ HOLDINGS, INC.Condensed Consolidated Statements of Cash Flows (Unaudited) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. PSQ HOLDINGS, INC.NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1 —Organization and Business Operations PSQ Holdings, Inc. (collectively, “PublicSquare", "PSQ", "PSQH", or the "Company") is a technology-enabled marketplace &payments ecosystem that serves an audience of consumers and merchants who value life, family, and liberty. PublicSquare historicallyoperated underthree segments: Financial Technology, Marketplace, and Brands ("Financial Technology", "Marketplace", and"Brands"), however, in August 2025,the Company announced its plan to monetize the Brands segment through the sale of EveryLifeand its Marketplace segment through a sale or by strategic repurposing its intellectual property ("IP") to enhance its FinancialTechnology offerings. The Financial Technology ("FinTech") segment comprises Credova, a "Buy Now Pay Later" company focusedon the outdoors & shooting sports industry; PSQ Payments, a payments processing company; and PSQ Impact, a modern fundraisingplatform for the conservative movement. Shares of PSQ Holdings Inc. are listed on the New York Stock Exchange and trade under thesymbol “NYSE:PSQH”, and warrants are listed under the symbol "NYSE:PSQH.WS". Credova Merger On March 13, 2024, the Company entered into an agreement and plan of merger (the “Credova Merger Agreement”) with CelloMerger Sub, Inc., a Delaware corporation and wholly-owned subsidiary (“Merger Sub”) of the Company, Credova Holdings, Inc., aD