PSQ Holdings Inc

Unless the context otherwise requires, throughout this Annual Report on Form 10-K, the words “PSQ,” “PSQH,” “PublicSquare,” “we,” “us,” the “registrant” or the “Company” refer to PSQ Holdings, Inc. and its subsidiaries (as applicable).

On February 23, 2023, PublicSquare completed a stock-for-stock transaction to purchase 100% of the outstanding shares of EveryLife, Inc. (“EveryLife”), a Delaware corporation, in exchange for 1,071,229 shares of common stock, par value $0.001 per share, of Private PSQ.

On July 19, 2023 (the “Closing Date”), we consummated the transactions contemplated by that Agreement and Plan of Merger, dated as of February 27, 2023 (the “Merger Agreement”), each by and among PublicSq. Inc. (f/k/a PSQ Holdings, Inc.), a Delaware corporation (“Private PSQ”), Colombier Acquisition Corp., a Delaware corporation (“Colombier”), Colombier-Liberty Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Colombier (“Merger Sub”), and Colombier Sponsor, LLC (the “Colombier Sponsor”), a Delaware limited liability company, in its capacity as purchaser representative, for the purposes set forth in the Merger Agreement, which, among other things, provided for the merger of Private PSQ into Merger Sub with Private PSQ surviving the merger as a wholly owned subsidiary of Colombier (the “Business Combination”). At the closing of the Business Combination (the “Closing”), Colombier changed its name to “PSQ Holdings, Inc.”

On March 13, 2024, we entered into an agreement and plan of merger (the “Credova Merger Agreement”) with Cello Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary (“Credova Merger Sub”), Credova Holdings, Inc., a Delaware corporation (“Credova”), and Samuel L. Paul, in the capacity as the Seller Representative in accordance with the terms of the Credova Merger Agreement. Pursuant to the Credova Merger Agreement, on March 13, 2024, the transactions which are the subject of the Credova Merger Agreement were consummated (the “Credova Closing”) and Credova Merger Sub merged with and into Credova (the “Merger”), with Credova surviving as a wholly-owned subsidiary of PublicSquare. In connection with the Merger, each share of Credova was converted into the right to receive newly-issued shares of our Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), delivered to the Credova stockholders at the Credova Closing (“Credova Stockholders”). As consideration for the Merger, Credova stockholders received 2,920,993 newly-issued shares of Class A Common Stock (the “Consideration Shares”). A number of Consideration Shares equal to ten percent (10%) of the Consideration Shares (the “Escrow Shares”) was placed in an escrow account for indemnity claims made under the Credova Merger Agreement. Assuming they are not subject to indemnity claims, the Escrow Shares remaining in escrow upon the 12-month anniversary of the Credova Closing will be released and distributed pro rata to the former stockholders of Credova.

Our Business

PublicSquare is a technology-enabled Marketplace & Payments ecosystem that serves an audience of consumers and merchants who value life, family, and liberty. PublicSquare operates under three segments: Marketplace, Brands, and Financial Technology. The primary mission of the Marketplace segment is to help consumers put purpose behind their purchases by shopping with thousands of small businesses that prioritize quality products and services and traditional American values. PublicSquare leverages data and insights from the Marketplace to assess its customers’ and merchants' needs and provide a suite of wholly-owned Financial Technology services and wholly-owned direct-to-consumer ("D2C") products. The Brands segment includes EveryLife, a premium D2C life-affirming baby products company. The Financial Technology ("FinTech") segment comprises Credova, a "Buy Now Pay Later" company focused on the outdoors & shooting sports industry, and PSQ Payments, a "cancel-proof" payments processing company.

Our Values

We are passionate about our mission and that passion guides everything we do. We are driven to transform the United States, for the better, through the power of commerce. We as a company embrace and promote five core values that differentiate us greatly from our competitors. These five values are:

•We are united in our commitment to freedom and truth — that’s what makes us Americans.

•We will always protect the family unit and celebrate the sanctity of every life.

•We believe small businesses and the communities who support them are the backbone of our economy.

•We believe in the greatness of this Nation and will always fight to defend it.

•Our Constitution is non-negotiable — government isn’t the source of our rights, so it can’t take them away.

These five core values are the foundation of our Company’s vision, which connects the consumers and merchants who use our services to promote their voice through their purchasing power, or "vote with their wallets."

Our Business Model

The Company's operations comprise three operating segments: Marketplace, Brands, and Financial Technology, summaries of which are below.

The PSQ Marketplace (the "Platform")is our primary customer and merchant acquisition tool. The Platform is free to use for shoppers, who can utilize the Platform to search and shop from quality American small businesses, both locally and across the country. These values-aligned businesses include e-commerce merchants, restaurants, banks, and other service providers. The Merchants on our platform can list their businesses at no cost, are charged transaction fees when shoppers purchase their products through our Marketplace, and can choose to conduct paid advertising on the platform to increase their exposure to our customers.

The PSQ platform can be accessed through two primary means:

•Mobile application— Available for both iOS and Android-based devices.

•Web— Via web browser at PublicSquare.com.

Business owners from a wide variety of industries, offering a myriad of products and services, can host their business listing on the Platform directory at no cost. Shoppers using the Platform can then find and patronize these small businesses. Shoppers are able to review our mission and values on the Platform. By accepting our terms and conditions, businesses confirm that they have reviewed our core values and that they will respect them in their operations. Requiring confirmation helps ensure mutual trust and shopper satisfaction.

For shoppers, our user-friendly app provides different tabs where they can find both local and online businesses. The Platform groups products and services into categories including but not limited to: personal care, food, baby & kids, apparel, and sports. Each business listing provides information about the business, such as its location, a description of services and/or products provided, and, in many cases, contact information and an exclusive promo code, if applicable. Shoppers are able to purchase products, bookmark favorite businesses, and share business listings. A link to each business’ website, when available, is also provided if the business is not integrated with e-commerce.

Our Platform has a number of material differentiators that customers are drawn to, including but not limited to: our focus on providing shoppers options to purchase locally-sourced foods, Made in the USA goods, quality products from small businesses you won't find on Amazon or any other major retailer, and health-conscious, non-toxic products.

Revenues

E-Commerce Commissions —E-commerce capabilities launched on the Platform in November 2023, providing multi-merchant cart and checkout capabilities to the PSQ Platform community. The Platform allows shoppers to purchase products provided by commerce-integrated businesses directly on the Platform, from which we collect transaction fees, ranging on average from 8% - 15% of the sale price, depending on the industry.

Advertising Revenue — We migrated our existing advertising products onto a newly launched Cost per Mille ("CPM") advertising product on the Platform in July 2024. This new Product allows our business owners to deliver more effective ads to consumers within a budget of their choosing, provides greater retention of advertisers, and has allowed us to expand the amount of businesses we work with per category through the fine-tuned expansion of inventory. We also sell advertising placements within our shopper-focused emails to our business owner base at various price points, depending on the merchant's desired exposure.

We compete with, among other businesses, traditional multi-vendor marketplaces like Amazon or Etsy, business directories like Yelp, and online household essentials sites like Melaleuca or Thrive Market, as well as a few smaller competitors who also position themselves as values-based platforms.

To date, a majority of our Platform marketing and advertising activity has focused on our Ambassador Program, earned media exposure, social media exposure, organic growth, and guerrilla marketing (creating viral videos to capitalize on current events, engaging with content creators through superchats, press campaigns to support local businesses, and culturally relevant product drops). To a lesser extent, we also have prioritized digital advertising on platforms such as Rumble and Meta, and advertising on shows such as Allie Stuckey’s “Relatable”, The “Charlie Kirk Show”, Steve Bannon’s “War Room”, and others.

Since our inception, we have focused on continuous improvement of the Platform and user experience, with our product and engineering teams focused on efficiency and speed of service for both shopper and business owner. Using proprietary technology, we surface relevant businesses and their products, driving discovery for our shopper base. We also are beginning to leverage Artificial Intelligence in the search and discovery process, which will enhance personalization and efficacy in the merchandising search results.

Team

The team is composed of experts with decades of experience at companies like Target, Amazon, Best Buy, and Yelp, building out the Platform and supporting services to support the needs of our shoppers and small businesses.

Brands

EveryLife is a direct-to-consumer baby care company founded in 2023 with a mission to provide premium products for every miraculous life. EveryLife believes that every baby is a gift from God and deserves love, protection, and celebration. EveryLife is committed to its core values, ensuring excellence in product quality, and demonstrating generosity by donating diapers and wipes to moms in need (via its unique "Buy For a Cause" program). This commitment has quickly set EveryLife apart, elevating both its brand and products. Since its launch in July 2023, EveryLife has been delivering premium, high-performing, price-accessible products that align with the pro-life and pro-family values of its consumers.

Products and Services

•Diapers: EveryLife’s diapers use high-performance flow channel technology for faster absorption and 12-hour leak protection. EveryLife diapers are carefully made to limit and eliminate harsh ingredients to help protect a baby’s developing brain and body. EveryLife’s diapers are made without fragrances, dyes, lotions, latex, parabens, phthalates, or elemental chlorine.

•Wipes: EveryLife’s baby wipes are made with 99% purified water and with only five clean ingredients. EveryLife baby wipes are made without alcohol, fragrance, phthalates, parabens, dyes, lotions, or PEG ingredients.

•Training Pants: EveryLife's high-performing training pants are made from clean, premium materials — without fragrances, dyes, lotions, parabens, or phthalates. With flow channel technology for faster absorption, EveryLife's training pants offer a 360-degree stretchy waistband, a quick dry top sheet, easy tear-away sides, and 12-hour leak protection.

•Soaps and Lotions: EveryLife’s Shampoo & Baby Wash is tear-free, dermatologist-tested and safe for sensitive skin. EveryLife’s Face & Body Baby Lotion, also dermatologist-tested and safe for sensitive skin, leaves the skin perfectly moisturized. Both products are available in scented (lavender) and unscented, and are free from synthetic fragrances, dyes, parabens, and phthalates.

With EveryLife’s auto-renew service, parents can receive premium products delivered to their doorstep every month. Via a simple text, parents can edit, pause, or cancel their orders at any time, providing the ultimate experience of convenience.

Revenues

EveryLife earns revenues through five main channels:

1. The one-time purchase of diapers, wipes, soaps, lotions, training pants, apparel, gift cards, or new baby gift boxes.

2. The recurring subscription purchase of diapers, wipes, soaps, lotions, training pants, or "bundles" of multiple products.

3."Buy For a Cause" program. Customers have the option to purchase diaper and wipe bundles (six packs of diapers, four packs of wipes). These bundles are then donated to one of EveryLife's non-profit, church, or pregnancy resource center partners who, in turn, give the essentials to parents in need due to economic challenges, natural disasters, domestic issues, etc.

4."Corporate Program". Companies have the option to purchase EveryLife's diapers and wipes in bulk and then gift them to their employees who are expecting or adopting a child. Companies like Hobby Lobby, with 57,000 employees, find this to be a great extra benefit for their employees, further positioning their company as a truly "pro-family" enterprise.

5. The "Bulk Sales Program." Non-profit organizations, churches, and pregnancy resource centers have the option to purchase diapers, wipes and training pants in full pallet quantities for a discounted price.

Customers and Markets

EveryLife’s core demographic is married mothers in their late twenties to late thirties, often navigating parenthood with multiple children. These moms are passionate about supporting brands that align with their family values. With growing discontent over baby brands backing abortion and progressive causes, EveryLife emerges as a solution, filling a significant market gap.

More than just baby care, EveryLife offers high-performing products for moms seeking premium brands that reflect their values. As part of a pro-family economy, EveryLife—alongside its parent company, Public Square—plays a vital role in helping parents shape a distinctive marketplace that upholds life-affirming values. Many of EveryLife's customers are also people of faith, and through EveryLife’s "Buy For a Cause" partnerships with hundreds of churches and faith-based nonprofits, they can "Honor God with their wealth" (Proverbs 3:9) while making a meaningful impact.

EveryLife competes with key players in the premium baby goods space, including direct-to-consumer brands like Coterie, The Honest Company, Hello Bello, and Healthy Baby, to attract, engage, and retain customers. While these brands vie for the top spot in quality among American parents, EveryLife stands apart with its unwavering commitment to pro-life values and the tangible ways it upholds them. Unlike many competitors, EveryLife leads with these values, making it a distinctive choice for consumers who prioritize them in their purchasing decisions. Customers often express that they "come to EveryLife for the values and stay for the quality" — a testament to the brand’s powerful differentiator and competitive advantage.

As competitors expand their offerings beyond diapers and wipes, EveryLife recognizes the importance of providing a broader range of baby essentials while increasing customer lifetime value through new product launches like soaps, lotions, and training pants. By continually introducing high-quality products for the entire family, EveryLife ensures that parents who share its values can find everything they need under one trusted brand.

This strategic expansion not only meets the diverse needs of parents but also strengthens EveryLife’s competitive standing in the baby and family care industries. By offering both premium quality and a values-driven mission, EveryLife deepens its connection with consumers who seek more than just products—they seek a brand that aligns with their beliefs in caring for their little ones.

EveryLife’s marketing strategy centers around delivering premium-quality products while emphasizing values-aligned messaging to attract and engage new customers. By providing the best for every baby, the company communicates its mission to protect and celebrate life, offering parents a brand that upholds both exceptional standards and meaningful values. This message is disseminated through various channels, including social media, the PSQ Platform, PublicSquare's and EveryLife's email lists, field marketing, influencer marketing, and digital advertising.

A unique marketing differentiator for EveryLife is its grassroots ambassador program. As of February 28, 2025, EveryLife has successfully enlisted over 1,300 moms across the United States who are dedicated to spreading the brand's mission within their communities, local churches, and pregnancy resource centers. EveryLife ambassadors receive a commission when someone purchases EveryLife products using their unique referral code. To date, EveryLife has had a great deal of success by leveraging its strong relationships with ambassadors.

Manufacturers/Supply Chain & Operations/Third Party Logistics

EveryLife takes pride in managing a North American-based supply chain, working closely with highly qualified third-party manufacturing and logistics partners to produce and distribute its premium products. EveryLife partners with manufacturers who share its commitment to quality, sustainability, and innovation, adhering to Current Good Manufacturing Practices (cGMPs). To ensure excellence, EveryLife conducts rigorous quality audits, requiring its partners to uphold strict standards in controlled documentation, safety protocols, and laboratory controls. With manufacturing partners strategically located across North America, EveryLife’s operations team carefully oversees these relationships and processes to maintain seamless production and delivery.

EveryLife’s distribution network includes multiple warehouses across the United States, all equipped with D2C fulfillment capabilities and value-added services. These fulfillment centers, operated by third-party logistics ("3PL") providers, allow EveryLife to efficiently manage inventory by forecasting demand, analyzing product sell-through, and collaborating with manufacturers to ensure sufficient supply for both current and future needs.

EveryLife is expanding beyond diapers and wipes, thoughtfully broadening its product line to meet the evolving needs of families. The first additions—scented and unscented soaps and lotions—were carefully formulated to be gentle, clean, and proudly made in the USA. These products elevate the baby care experience, offering parents trusted essentials for their little ones.

Recognizing the journey beyond diapers, EveryLife introduced training pants, providing a natural transition for parents navigating the potty-training stage. This not only supports families but also strengthens customer loyalty by offering a "next step" solution. Looking ahead, EveryLife is set to expand into feminine care and other mother-centric products, reinforcing its mission to serve women and families with high-quality essentials they can trust.

This expansion is part of a broader vision to position EveryLife as more than a diaper brand—it’s growing into a comprehensive baby and family care company. By identifying emerging trends and customer needs, EveryLife is committed to introducing innovative, values-driven products that resonate with families and stand the test of time.

Team

At the heart of EveryLife is a dedicated team, led by its passionate President and supported by a talented staff of ten. Spanning finance, operations, marketing, creative, customer support, and strategic partnerships, each team member plays a crucial role in driving the company forward. Together, they work to bring EveryLife’s mission to life, ensuring that families have access to premium, values-aligned products.

As a wholly-owned subsidiary of PublicSquare, EveryLife operates within a powerful partnership, working to advance the vision of a parallel economy. This collaboration allows EveryLife to leverage PublicSquare’s strengths and resources, amplifying its impact and reach.

United by a shared passion for family values, the EveryLife team is dedicated to building a brand that resonates with like-minded parents. Their collective effort solidifies EveryLife’s place as a leader in the baby care industry, while also contributing to a broader movement that empowers families to make purposeful, values-driven purchasing decisions.

Financial Technology includes both Credova and PSQPayments LLC ("PSQ Payments"). Credova assists consumers, lenders, and retailers in offering point-of-sale financing products. Credova has developed and maintains an internet-based proprietary retail finance platform (the "Credova Platform") and related application programming interfaces ("APIs") through which Credova, certain Federal Deposit Insurance Corporation (“FDIC”) and National Credit Union Administration (“NCUA”) insured financial institutions, other insured financial institutions authorized by Credova (each a "Financing Partner"), and merchants can dynamically offer certain financing products. PSQ Payments was launched on October 28, 2024 and is a payment stack consisting of a framework of technological components and services the Company's customers can utilize to manage their payment processes.

Our intellectual property includes trademarks, copyrights and trade secrets. In addition, the Credova Platform is powered by proprietary technology and certain open-source software. We rely on, and expect to continue to rely on, a combination of development, assignment, and confidentiality agreements with our employees, consultants, and third parties with whom we have relationships, as well as trademark, trade dress, domain name, copyright, and trade secret laws, to protect our brands, proprietary technology, and other intellectual property rights.

Products and Services

Our FinTech division operates a proprietary credit platform for the purpose of facilitating loans, installments and leases to customers of retail stores and merchants as an alternative to traditional financing. Credova has developed and maintains a point-of-sale financing platform providing buy now pay later solutions to merchants operating both brick and mortar retail locations, as well as through an integrated API and e-commerce plugin solutions. Through the platform and integrated API solution, merchants using Credova solutions are able to offer their consumers a network of financing solutions for their purchases, allowing them to select from a variety of financing options during the purchase process. The FinTech segment has also developed a proprietary gateway. This gateway is used to onboard and support merchant onboarding for payment processing as well as to support the merchant experience.

The services and products offered by Credova promote convenience in the borrowing community by providing interest bearing and non-interest bearing financial products that cover the majority of the credit spectrum. Credova’s proprietary software and application offers consumers a near frictionless application process with high-quality security to protect the consumer’s information. Financing products are facilitated and signed through Credova’s internet-based platform and closed and funded by Credova or a Financing Partner. Credova relies on a third-party servicer to service its financing products. Credova intends to comply with all applicable state and federal statutes and regulations. Credova has adopted rigorous compliance policies and procedures, engages in regular internal and external audits of its practices, and has implemented a schedule of continuous learning and training for its employees.

PSQ Payments provides products and services that enable a payment processing solution for its Merchant customers across their e-commerce landscape. It has developed a merchant gateway that securely collects data, including merchant data, in a secure tokenized vault and seamlessly integrates with a processor to enable merchants to successfully complete consumer payments. PSQ Payments has also built a merchant portal with dashboards displaying transaction data for merchants to use in connection with the services. Additionally, PSQ Payments has developed integrations with many of the most popular SaaS platforms, including Magento, WooCommerce, and more. Finally, PSQ Payments has created an onboarding and underwriting flow to assist and facilitate merchant approvals with processors.

Credova's offerings include:

•Merchant-originated products

•Bank Partner-originated closed-end installment loans

•Credova-originated loan products

•Zero-interest installment products ("Pay-in-4")

PSQ Payment's offerings include:

•Merchant Gateway

•Merchant support platform

Customers and Markets

Credova’s services allow merchants to offer point of sale financing options for the purchase of consumer goods online and in store. The intended market includes consumers making purchases from retailers with a focus on those in the outdoor recreation industry and others. The creditworthiness of consumers is largely determined based on credit scores provided by national credit reporting agencies and other proprietary underwriting criteria.

The need for payments processing services is ubiquitous—merchants need a way to securely accept payments from consumers in order to confidently complete transactions. Regardless of industry, merchants and consumers expect seamless, mobile-friendly, and secure transactions when booking trips, purchasing gear, or subscribing to memberships. Many traditional payment processors categorize certain industries—including shooting sports and firearms retailers—as high risk, leading to higher fees, stricter underwriting, and frequent account terminations. Businesses in sectors like hunting, fishing, firearms, and adventure tourism often turn to specialized payment processors that offer tailored solutions, including chargeback protection, risk assessment tools, and compliance support. As digital payments become more prevalent in these markets, providers must balance fraud prevention with customer convenience while navigating complex legal and financial landscapes.

Both financial services lines of business operate in complex and fast-paced environments with competition from numerous competitors. Credova competes with numerous buy now pay later services including Affirm, Sezzle, Klarna, and others to attract merchant partners and consumers to use our services. PSQ Payments competes with payments processors offering services to merchants, including Stripe, Elavon, PayPal, and Fortis, to name a few. We compete with all of these companies to attract, engage, and retain merchants and consumers interested in our products and services. While the products and services offered by Credova and PSQ Payments are similar to our competitors, our experience in traditionally underserved markets with complex regulatory regimes are what set us apart. Credova, for example, has traditionally assisted merchants seeking to offer financing options to consumers in connection with the purchase and lease of firearms. PSQ Payments benefits from and leverages the long-standing relationships and trust Credova has built with merchants in an effort to cross-sell a unique value proposition for merchants.

PSQ Payments leverages existing merchant relationships through the PublicSquare Marketplace and Credova.com to fuel low-cost customer acquisition. Marketplace & Credova have acquired the merchants already and earned their trust, which makes the effort of selling and onboarding them on the PSQ Payments platform drastically simpler than in a traditional cycle, and serves as one of our key differentiators. Credova operates Credova.com, which provides information to potential retailer partners about the benefits of partnering with Credova. In addition, Credova looks for retail partners by utilizing an in-house sales team, referrals, and online marketing. Credova provides merchants with compliant advertising and other marketing content that will advertise the retailer’s products and the financing solutions facilitated by Credova. These campaigns include email, web banners, and display ads.

Credova's current product mix has been developed over the last several years by completing various market analyses and an ongoing monitoring of our existing credit portfolio's performance. These analyses have provided valuable insights related to what products we should be developing, how we should approach the product structure and any possible program adjustments and the necessary unit economics to maintain certain profit margins. Credova not only believes in providing financial products to a wide variety of consumers across the credit spectrum and in turn, increasing financial inclusivity, but also in offering a platform that allows for consumers to select between multiple products and lenders all through a singular credit application. Each consumer's financial position varies and Credova has developed its product mix to allow for choice and flexibility, all while accounting for advanced know your customer identification, anti-fraud measures, consumer ID validation and ensuring affordability through risk management.

PSQ Payments' products and services have been the product of rapid development by individuals with significant experience in the payments processing space. By leveraging the knowledge, experience, and industry relationships of these individuals, PSQ Payments has been able to create an independent gateway and vault, as well as relationships with processors comfortable with merchants in traditionally high risk business verticals. This combination allows PSQ Payments to offer a unique solution for merchants looking for a values aligned solution to their payments processing needs.

Team

Our FinTech segment is composed of individuals divided into two areas of focus: financing and payments. On each team, we have product, engineering, support, and compliance expertise represented. Our FinTech segment is led by, and staffed with, skilled experts with years, and in many cases, decades, of expertise in the financial technology industry, at companies like Klarna, Basis Theory, and Alliance Data, among others.

Our Competitive Strengths

We believe that the collective expertise of our team, our vision and the strength of the platform we are building, taken together with the following competitive strengths, will allow us to successfully build our business and capitalize on our large market opportunity. We believe we are the only patriotic marketplace that is operating at scale and launching wholly owned subsidiaries that fill the gaps for our consumers and business owners.

•First Mover Advantage:

◦We view PublicSquare as the first business, at scale, to address the concerns and needs of our target consumers and business owners through a suite of products and services focused on serving patriotic Americans who have been ignored and unaddressed for far too long. We have observed that many consumers are increasingly disenchanted with large corporations that have embraced non-traditional, progressive ideas and policies and would prefer to re-allocate more of their dollars to businesses that do not stand in opposition to their views and values. This is the solution that the PSQ Platform and EveryLife provide. At the same time, businesses that also share these traditional American values are seeking to attract new customers through channels other than Amazon, while operating with financial technology that is "cancel-proof". We “sing a different tune” than many other major marketplace and payments companies in the United States and we believe this differentiation will work to our advantage.

•Differentiated Financial Technology Offerings:

◦Our Financial Technology offerings, financing and payments, equip merchants with a comprehensive, secure, and values-aligned checkout solution. Unlike many competitors that have excluded key industries based on ideological grounds, we proudly support businesses in the firearms industry, faith-based communities, free-speech platforms, and other underserved sectors. Our "cancel-proof" technology prioritizes privacy and reliability, ensuring merchants can operate without fear of de-platforming.

◦Additionally, we are the only FinTech company offering an integrated financing and payments solution. This streamlined approach eliminates the need for merchants to manage multiple vendors for their checkout infrastructure, simplifying operations and reducing costs. By combining financing and payments into a single platform, we unlock a powerful flywheel effect: financing conversion drives incremental growth for our merchants by increasing order values and customer purchase frequency. This growth, in turn, generates financing-driven margins for Credova, allowing us to strategically reduce rates across both payments and financing products. This synergistic model improves the experience and cost structure for all stakeholders—merchants benefit from lower overall payment costs, consumers gain flexible financing options, and PublicSquare enhances the value of its marketplace by providing a seamless, growth-oriented checkout experience.

•Our Economic Flywheel:

◦The PSQ Platform generates customers and business owners that can benefit from our wholly-owned D2C products and Financial Technology services. This makes for an environment where the FinTech and Brands segments can achieve customer acquisition costs dramatically lower than our competitors.

•Value Proposition for Consumers:

◦We provide consumers with options to purchase from thousands of third party, unique small businesses that prioritize a value for life, family, and freedom through the PSQ Platform, we provide financing options to make the products in our ecosystem, especially firearms and ammunition, more accessible through Credova, and we aim to serve this large unaddressed market with our high-quality Platform of values-aligned products and businesses, along with our wholly owned subsidiaries, such as EveryLife.

•Value Proposition for Business Owners:

◦By connecting business owners with a suite of business solutions, including advertising, financing, and payment solutions, we are able to fill a gap in the market that we believe has been purposefully ignored by our larger competitors. We are uniquely situated to provide this connection and bond that can help support small- and medium-sized American businesses sharing traditional values.

•Mutually Reinforcing Business Model:

◦The Platform serves as an ecosystem designed to connect patriotic consumers with values-aligned business owners to create trust-driven transactions between consumers and businesses. We, in turn, utilize data from the Platform to identify the needs of our users and businesses which we can fill through launching or acquiring wholly owned subsidiaries that provide solutions. Additionally, we can serve these business owners with financing and payment solutions under the FinTech segment. The more we are able to provide high quality products and services to our users and business owners, the more the reach of the entire PublicSquare ecosystem can grow.

Our Growth Strategy

We are currently focusing on the following areas to drive our growth:

•Signing and Onboarding New Merchants onto PSQ Payments— A major focus is introducing PSQ Payments to more merchants, first in the outdoor shooting sports industry, then to our PublicSquare Marketplace business owner community, then to other similar merchants in industries where we have gained great traction and trust thus far (the Christian community, values-aligned non-profits, large corporations that are seeking combined processing and BNPL capabilities at checkout, etc.)

•Utilizing Cash to Expand Balance Sheet Through Consumer Loans and Leases — PublicSquare is strategically deploying cash resources to grow our balance sheet by originating and holding consumer loans and leases through Credova. This initiative is designed to enhance our overall margin and revenue by capturing the full interest and fee income associated with these financial products, rather than relying heavily on forward flow purchase partners. By holding these assets on our balance sheet, we can optimize long-term profitability and establish a more predictable and recurring revenue stream.

•AI-Driven Underwriting Methodology — Since 2022, PublicSquare has been training and refining our AI underwriting methodology to ensure the highest quality credits are placed on the balance sheet. Our advanced AI algorithms analyze extensive datasets to identify and approve creditworthy borrowers, minimizing default rates and maximizing the performance of our consumer loan portfolio. This ongoing investment in AI technology positions us to adapt to changing market conditions with speed and accuracy, providing a competitive edge in consumer lending.

•Focus on Shorter-Duration, High-Velocity Consumer Paper — To mitigate time-based risk and optimize capital velocity, PublicSquare is prioritizing the acquisition and retention of shorter-duration consumer loans and leases. These high-turnover assets allow for more frequent reinvestment of capital, enabling us to quickly adapt to market dynamics while maintaining robust portfolio performance. This approach reduces our exposure to long-term credit risk and enhances liquidity, ensuring that our balance sheet remains both resilient and growth-oriented.

•Strategic Impact on Financial Performance — By leveraging Credova's extensive experience with consumer receivables and integrating advanced AI-driven underwriting with a focus on short-term consumer loans, PublicSquare is positioned to drive significant improvements in revenue and margin performance. Our strategic focus on balance sheet growth through high-quality consumer assets aligns with our long-term objective of sustainable and scalable financial success for the company and its shareholders.

•Expand Our Branded D2C Product Offerings — We introduced our first branded D2C products offered under our pro-family “EveryLife TM” brand in 2023 and expect to expand and diversify our branded D2C offerings in areas where we believe there is significant existing market need or opportunity going forward. We believe additional product lines under the EveryLife Brand, as well as launching and acquiring new brands will enable us to fill gaps within consumer spending through our established primary customer acquisition channel.

•Increase Monetization on the Platform — We believe there are many avenues for sustained revenue growth that may be available to us in the future through the Platform and the network of connections that it allows us to establish and grow. We are currently focused on near-term goals in two main areas — scaling our digital advertising business and developing new revenue streams, such as a monthly subscription for e-commerce businesses as well as an affiliate offering for businesses who are not able to integrate into our commerce offering (service businesses, brick and mortar retail, etc.).

•Pursue Value-Enhancing Acquisitions — In order to fully capitalize on opportunities within our addressable market, as well as to further expand the Platform and offerings, we intend, over time, to pursue value-enhancing acquisitions as they become available in the future. In so doing, we intend to focus on like-minded business owners that respect our five core values, complement our values-aligned platform, and fulfill demand from our consumers and business partners.

We expect that our ongoing product investments will allow us to enable and capture potential new revenue from our goods and services provided.

•Other growth strategies:

◦Increase our marketing, sales, and business development initiatives to attract new customers and merchants to our three segments.

◦Continue to hire highly competent, hardworking, ethical executives and personnel based on merit, with a focus on the FinTech segment.

◦Utilize our proprietary data to provide high-quality products and services to our community of consumers and business owners.

◦Maintain low operating costs. We continue to focus on developing and implementing efficiencies to decrease the acquisition cost of consumers and merchants across our segments. Additionally, we expect that, as we scale operations, our staff will become more efficient in various aspects of operations and maintenance such that we can keep operating costs low.

Our Technology

Our investments in technology focus on four key areas: business solutions, cloud infrastructure, development principles, and FinTech platforms.

•Business Solutions— Our Content Management System ("CMS") is the foundation of our business toolset, powering our advertising products, content technology stack, and reporting capabilities. We leverage Sanity for structured content management and Kevel for dynamic ad serving, complemented by a proprietary management portal that fills critical gaps and enhances overall functionality. Designed for flexibility, our CMS includes advanced content targeting and delivery engines, ensuring a seamless experience for all our paying businesses.

•Cloud Infrastructure — We continually invest in the underlying technology that powers our platform and services. From the outset, our infrastructure was designed to be cloud-native, leveraging well-established design patterns for distributed systems that provide high scalability, flexibility, and reliability. We currently utilize a leading third-party cloud service provider to meet the evolving demands of our Platform and ensure seamless performance for our users.

•Development Principles— Execution, quality, velocity and autonomy are core pillars of our engineering culture. We follow agile development methodologies, employing continuous integration ("CI") and continuous deployment ("CD") to rapidly enhance our products and the platforms that support them. Data-driven decision-making is central to our development process—we analyze real-world usage data to refine, test, and iterate on our features, ensuring an optimized user experience and an informed product roadmap. Additionally, we design our products to be accessible and fully functional across both web and mobile environments.

•FinTech Platforms — Our FinTech division operates a proprietary credit platform designed to facilitate loans and leases for customers of retail stores and merchants, providing an alternative to traditional financing. Credova, our point-of-sale financing platform, enables merchants to offer various forms of financing, including buy now pay later (BNPL) solutions, whether in brick-and-mortar retail locations or through an integrated e-commerce API solution. Additionally, we recently launched PSQ Payments, which includes a proprietary token vault, payments gateway, and debit and credit card processing capabilities.

Through our platform and API, merchants can offer consumers access to a network of financing solutions, allowing them to select from a variety of payment options at checkout. Additionally, our FinTech segment has developed a proprietary payment gateway, streamlining merchant onboarding for payment processing while enhancing the overall merchant experience.

Intellectual Property

Our intellectual property includes trademarks, copyrights and trade secrets. In addition, the PSQ Platform and Credova Platform are powered by proprietary technology and certain open-source software. We rely on, and expect to continue to rely on, a combination of development, assignment, and confidentiality agreements with our employees, consultants, and third parties with whom we have relationships, as well as trademark, trade dress, domain name, copyright, and trade secret laws, to protect our brands, proprietary technology, and other intellectual property rights.

Employees

As a mission-driven technology company, we believe our employees are our most valuable resource. As of December 31, 2024, we had 85 full-time employees (including employees of wholly-owned subsidiaries), all of whom are based in the United States. We believe we have good relationships with our employees. Our human capital resources objectives include identifying, recruiting, retaining, incentivizing, and integrating our existing and future employees. The principal purposes of our equity incentive plans are to attract, retain, and motivate key employees and directors through the granting of share-based compensation awards.

Government Regulation

We are subject to a number of U.S. federal and state laws and regulations, as well as foreign ones, that involve matters that are important to, or may otherwise impact, our business and that may affect companies conducting business on the internet, including, but not limited to, internet and e-commerce, labor and employment, anti-discrimination, payments, whistleblowing and worker confidentiality obligations, product liability, intellectual property, consumer protection and warnings, import/export, marketing, taxation, privacy, data security, competition, arbitration agreements and class action waiver provisions, terms of service, and mobile application and website accessibility. These regulations are often complex and subject to varying interpretations, in many cases due to their lack of specificity, and as a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies in the United States and abroad, such as federal, state, and local administrative agencies. Many of these laws and regulations are subject to change or uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, increased cost of operations, declines in user growth or engagement, negative publicity, or other harm to our business. See the section titled “Risk Factors — We are or may be subject to numerous risks relating to the need to comply with data and information privacy laws.” Many of these laws and regulations are subject to change or uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, increased cost of operations, declines in user growth or engagement, negatively publicity, or other harm to our business. As a result, we could be subject to actions based on negligence, various torts and trademark and copyright infringement, among other actions. See the sections titled “Risk Factors —If we infringe on the intellectual property (“IP”) of others, we could be exposed to substantial losses and face restrictions on our operations,” “Risk Factors — Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.” The varying and rapidly evolving regulatory framework on privacy and data protection across jurisdictions could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business. See “Risk Factors— Compliance obligations imposed by new privacy laws, laws regulating social media platforms and online speech in the U.S., or industry practices may adversely affect our business.”

In the ordinary course of our business, we may process a significant volume of personal information and other regulated information from our users, employees and other third parties. Accordingly, we are, or may become, subject to numerous privacy and data protection obligations, including federal, state, local, and foreign laws, regulations, guidance, and industry standards related to privacy and data protection. Such obligations may include, without limitation, the Federal Trade Commission Act, the California Consumer Privacy Act of 2018 (“CCPA”), and the California Privacy Rights Act (“CPRA”).

The Platform facilitates online payments, including subscription fees, and therefore we will be subject to a variety of laws governing online transactions, payment card transactions and the automatic renewal of online agreements. In the U.S., these matters are regulated by, among other things, the federal Restore Online Shoppers Confidence Act (“ROSCA”) and various state laws.

Government Regulation Related to Credova’s Business

Credova is subject to a range of state and federal laws and regulations concerning consumer finance that change periodically. These laws and regulations include, but are not limited to: state lending, licensing, and/or registration laws, consumer credit disclosure laws such as the Truth in Lending Act (“TILA”), the Fair Credit Reporting Act (“FCRA”) and other laws concerning credit reports and credit reporting, the Equal Credit Opportunity Act (“ECOA”), the Electronic Fund Transfer Act (“EFTA”), a variety of anti-money laundering and anti-terrorism financing rules, the Telephone Consumer Protection Act (“TCPA”) and other laws concerning initiating phone calls or text messages, the Electronic Signatures in Global and National Commerce Act, debt collection laws, laws governing short-term consumer loans and general consumer protection laws, such as laws that prohibit unfair, deceptive, misleading or abusive acts or practices. There is also the potential that Credova may become subject to additional legal or regulatory requirements if its business operations, strategy or geographic reach expand in the future. These laws and regulations may also change in the future, and they may be applied to Credova and its products in a manner that Credova does not currently anticipate. While Credova has developed policies and procedures designed to assist in compliance with laws and regulations applicable to Credova’s business, no assurance is given that Credova’s compliance policies and procedures will be effective. Credova may not always have been, and may not always be, in compliance with these laws and regulations and such non-compliance could have a material adverse effect on Credova’s business, results of operations and financial condition.

New laws or regulations, or laws and regulations in new markets, could also require Credova to incur significant expenses and devote significant management attention to ensure compliance. In addition, Credova’s failure to comply with these new laws or regulations, or laws and regulations in new markets, may result in an investigation, litigation, and/or enforcement actions, the penalties for which could include: revocation of licenses, fines and other monetary penalties, civil and criminal liability, substantially reduced payments by borrowers, modification of the original terms of loans, permanent forgiveness of debt, or inability to, directly or indirectly, collect all or a part of the principal of or interest on loans. Further, Credova may not be able to respond quickly or effectively to regulatory, legislative, and other developments, and these changes may in turn impair Credova’s ability to offer its existing or planned features, products, and services and/or increase Credova’s cost of doing business.

Credova has certain state lending licenses and other licenses, which subject Credova to supervisory oversight from these licensing authorities, including periodic examinations. Credova’s business is also generally subject to investigation by regulators and enforcement agencies, regardless of whether Credova has a license from such authorities. These regulators and enforcement agencies may receive complaints about us. Investigations or enforcement actions may be costly and time consuming. Enforcement actions by such regulators and enforcement agencies could lead to fines, penalties, consumer restitution, the cessation of Credova’s business activities in whole or in part, or the assertion of private claims and lawsuits against us. In the United States, these regulators and agencies at the state level include state licensing agencies, financial regulatory agencies, and state attorneys general. At the federal level in the United States, these regulators and agencies include the FTC, the CFPB, FinCEN, and OFAC, any or all of which could subject Credova to burdensome rules and regulations that could increase costs and use of Credova’s resources in order to satisfy Credova’s compliance obligations.

Compliance with these laws and regulations is costly, time-consuming, and limits Credova’s operational flexibility. There is also a risk that if Credova fails to comply with these laws, regulations, and any related industry compliance standards, such failure may result in significantly increased compliance costs, cessation of certain business activities or the ability to conduct business, litigation, regulatory inquiries or investigations, and significant reputational damage.

Certain states have adopted laws regulating and requiring licensing, registration, notice filing, or other approval by parties that engage in certain activity regarding consumer finance transactions. Furthermore, certain states and localities have also adopted laws requiring licensing, registration, notice filing, or other approval for consumer debt collection or servicing, and/or purchasing or selling consumer loans. Credova has obtained lending licenses or made applicable notice filings in certain states, and may in the future pursue obtaining additional licenses or making additional notice filings. The loans Credova may originate on its platform pursuant to these state licenses are subject to state licensing and interest rate restrictions, as well as numerous state requirements regarding consumer protection, interest rate, disclosure, prohibitions on certain activities, and loan term lengths. Credova cannot assure you that it will be successful in obtaining state licenses in other states or that Credova has not yet been required to apply for.

The application of some consumer financial licensing laws to Credova’s platform and the related activities it performs is unclear. In addition, state licensing requirements may evolve over time. If Credova were found to be in violation of applicable state licensing requirements by a court or a state, federal, or local enforcement agency, or agree to resolve such concerns by voluntary agreement, Credova could be subject to or agree to pay fines, damages, injunctive relief (including required modification or discontinuation of Credova’s business in certain areas), criminal penalties, and other penalties or consequences, and the loans facilitated through Credova’s platform could be rendered void or unenforceable in whole or in part, any of which could have an adverse effect on the enforceability or collectability of the loans facilitated through Credova’s platform.

In the ordinary course of business, Credova has been, is, or may be named as a defendant in various legal actions, including arbitrations and other litigation. From time to time, Credova may also be involved in, or the subject of, reviews, requests for information, investigations, and proceedings (both formal and informal) by state and federal governmental agencies, including banking regulators, the FTC, and the CFPB, regarding Credova’s business activities and Credova’s qualifications to conduct Credova’s business in certain jurisdictions, which could subject Credova to fines, penalties, obligations to change Credova’s business practices, and other requirements resulting in increased expenses and diminished earnings. Credova’s involvement in any such matter also could cause harm to Credova’s reputation and divert management attention from the operation of Credova’s business, even if the matters are ultimately determined in Credova’s favor. Moreover, any settlement, or any consent order or adverse judgment, in connection with any formal or informal proceeding or investigation by a government agency, may prompt litigation or additional investigations or proceedings as other litigants or other government agencies begin independent reviews of the same or similar activities.

In addition, a number of participants in the consumer finance industry have been and are the subject of putative class action lawsuits; state attorney general actions and other state regulatory actions; federal regulatory enforcement actions, including actions relating to alleged UDAAP; violations of state licensing and lending laws, including state interest rate limits; actions alleging discrimination on the basis of race, ethnicity, gender, or other prohibited bases; and allegations of noncompliance with various state and federal laws and regulations relating to originating and servicing consumer finance loans. Recently, some of Credova’s competitors in the BNPL space are subject to ongoing class action litigation, including allegations of unfair business and deceptive practices, and Credova may become subject to similar types of litigation in the future. The current regulatory environment, increased regulatory compliance efforts, and enhanced regulatory enforcement have resulted in significant operational and compliance costs and may prevent Credova from providing certain products and services. There is no assurance that these regulatory matters or other factors will not, in the future, affect how Credova conducts its business and, in turn, have an adverse effect on its business. In particular, legal proceedings brought under state consumer protection statutes or under several of the various federal consumer financial services statutes subject to the jurisdiction of the CFPB and FTC may result in a separate fine for each violation of the statute, which, particularly in the case of class action lawsuits, could result in damages in excess of the amounts Credova earned from the underlying activities.

Credova’s merchants operate in a complex regulatory and legal environment that could negatively impact the demand for their products and expose the merchants to compliance and litigation risks, which could decrease transaction volume and ultimately affect Credova’s operations and financial results. These laws may change, sometimes significantly, as a result of political, economic or social events. Some of the federal, state or local laws and regulations that affect Credova’s merchants include, but are not limited to:

•federal, state or local laws and regulations or executive orders that prohibit or limit the sale of certain items offered by Credova’s merchants, such as firearms, black powder firearms, ammunition, bows, knives and similar products;

•the Bureau of Alcohol, Tobacco, Firearms and Explosives, or the ATF, regulations, audit and regulatory policies that impact the process by which Credova’s merchants sell firearms and ammunition and similar policies of state agencies that have concurrent jurisdiction, such as the California Department of Justice;

•laws and regulations governing hunting and fishing;

•laws and regulations relating to consumer products, product liability or consumer protection, including regulation by the Consumer Product Safety Commission, the Consumer Financial Protection Bureau, and similar state regulatory agencies;

•laws and regulations relating to the manner in which Credova’s merchants advertise, market or sell their products;

•U.S. customs laws and regulations pertaining to proper item classification, quotas and the payment of duties and tariffs; and

•Federal Trade Commission, or FTC, regulations governing the manner in which orders may be solicited and prescribing other obligations in fulfilling orders and consummating sales.

Changes in these laws and regulations or additional regulation, particularly new laws or increased regulations regarding sales and ownership of firearms and ammunition, could cause the demand for and sales of products offered by Credova’s merchants through Credova’s platform to decrease and could materially adversely impact Credova’s profitability. Sales of firearms, ammunition and shooting-related products represent a significant percentage of the sales facilitated by Credova’s platform and are critical in drawing customers to Credova’s platform. A substantial reduction in sales or margins on sales of firearms and firearm related products facilitated by Credova’s platform due to the establishment of new regulations could harm Credova’s operating results.