PSQ Holdings Inc-A美股招股说明书(2025-12-19版)

PSQ Holdings,Inc. 1,800,000 shares of ClassA Common Stock5,018,184 Pre-Funded Warrants to Purchase up to 5,018,184 Shares of ClassA Common Stock8,522,730 Common Warrants to Purchase up to 8,522,730 Shares of ClassA Common StockUp to 13,540,914 Shares of ClassA Common Stock underlying the Pre-Funded Warrants and Common Warrants This is a registered direct offering of 1,800,000 shares (the “Shares”) of our ClassA Common Stock (the “ClassA CommonStock”) together with 8,522,730 common warrants to purchase up to an aggregate of 8,522,730 shares of ClassA Common Stock (the“common warrants”) at a combined offering price of $1.10 per share and accompanying common warrants. The shares of Class A Common Stock and common warrants will be issued separately and will be immediately separable uponissuance but will be purchased together in this offering. Each share of ClassA Common Stock is being offered together with 1.25 common warrants, each to purchase one share ofClassA Common Stock. The common warrants will be exercisable beginning on the six month anniversary of the issuance date at anexercise price of $1.18 per share and will expire six years from the date of issuance. We are also offering 5,018,184 pre-funded warrants (the “pre-funded warrants”) to those purchasers, whose purchase of sharesof ClassA Common Stock in this offering would result in the purchaser, together with its affiliates and certain related parties,beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding ClassA Common Stock followingthe consummation of this offering in lieu of the shares of our ClassA Common Stock that would result in ownership in excess of 4.99%(or, at the election of the purchaser, 9.99%). Each pre-funded warrant will be exercisable for one share of ClassA Common Stock at anexercise price of $0.0001 per share. Each pre-funded warrant is being offered together with the same common warrants, each to purchaseone share of ClassA Common Stock described above being offered with each share of ClassA Common Stock. The combined offeringprice of each pre-funded warrant and accompanying common warrants will equal the offering price per share of ClassA Common Stockand accompanying common warrants being sold in this offering, less the $0.0001 per share exercise price of each such pre-fundedwarrant. Each pre-funded warrant will be exercisable immediately upon issuance and may be exercised at any time until exercised in full.The pre-funded warrants and common warrants will be separately issued but will be purchased together in this offering. For each pre-funded warrant that we sell, the number of shares of ClassA Common Stock that we are selling will be decreased on a one-for-one basis.This prospectus also covers the shares of ClassA Common Stock issuable from time to time upon the exercise of the pre-funded warrantsand common warrants included alongside the ClassA Common Stock and pre-funded warrants offered hereby. There is no established public trading market for the pre-funded warrants or common warrants, and we do not expect a marketto develop. We do not intend to apply for listing of the pre-funded warrants or common warrants on any securities exchange or othernationally recognized trading system. Without an active trading market, the liquidity of the pre-funded warrants and common warrantswill be limited. Our ClassA Common Stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “PSQH.” On December17,2025, the last reported sale price of our ClassA Common Stock on the NYSE was $1.18 per share. All share, common warrant and pre-funded warrant numbers are based on a combined offering price of $1.10 per share or pre-funded warrant, as applicable, and 1.25common warrants. We intend to use the net proceeds of this offering for general corporate purposes and working capital. See “ProspectusSupplement Summary – Use of Proceeds.” We have engaged Roth Capital Partners, LLC to act as placement agent (the “placement agent”) in connection with the securitiesoffered by this prospectus supplement and the accompanying prospectus. The placement agent has agreed to use its reasonable bestefforts to arrange for the sale of the securities offered in this offering. The placement agent is not purchasing or selling any of thesecurities we are offering, and the placement agent is not required to arrange the purchase or sale of any specific number of securities ordollar amount. There is no required minimum number of securities that must be sold as a condition to completion of this offering, andthere are no arrangements to place the funds in an escrow, trust, or similar account. We have agreed to pay the placement agent theplacement agent fee as set forth in the table below. Investing in our securities involves risks. See the section entitled “Risk Factors” on pageS-5 of this prospectus supplementand in the accompanying prospectus and the documents that are incorporated by reference herein