PSQ Holdings Inc-A 2025年度报告

FORM 10-K (Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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: Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo 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. YesNo 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). YesNo 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: 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. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo As of June30, 2025, the last business day of the registrant’s last completed second quarter, the aggregate market value of the Class Acommon stock held by non-affiliates of the registrant was approximately $78.8 million based on the closing price per share of theregistrant’s Class A common stock, on June30, 2025, as reported by the New York Stock Exchange. For the purposes of thisdisclosure, shares of common stock held by each executive officer, director and affiliate based on public filings and other informationknown to the registrant have been excluded since such persons may be deemed affiliates. This determination of affiliate status is notnecessarily a conclusive determination for other purposes. As of March13, 2026, there were 48,717,235 shares of the registrant’s Class A common stock, par value $0.0001 per share, issued andoutstanding. DOCUMENTS INCORPORATED BY REFERENCE Specified portions of the registrant’s definitive proxy statement (the "Proxy Statement") with respect to the registrant’s 2026 AnnualMeeting of Stockholders, which is to be filed pursuant to Regulation 14A within 120 days after the end of the registrant’s fiscal yearended December 31, 2025, are incorporated by reference into Part III of this Annual Report on Form 10-K. TABLE OF CONTENTS PagePart IItem 1. Business1Item 1A. Risk Factors11Item 1B. Unresolved Staff Comments42Item 1C. Cybersecurity42Item 2. Properties43Item 3. Legal Proceedings43Item 4. Mine Safety Disclosures43Part IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities44Item 6. [Reserved]44Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations44Item 7A. Quantitative and Qualitative Disclosures About Market Risk55Item 8. Financial Statements and Supplementary Data55Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure55Item 9A. Controls and Procedures55Item 9B. Other Information56Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections56Part IIIItem 10. Directors, Executive Officers and Corporate Governance57Item 11. Executive Compens