PSQ Holdings, Inc.
For the period ended Jun 30, 2025. Filed Aug 12, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 12, 2025
PSQH$1.95+18.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-08.
0001628280-25-023815
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-12.
0001628280-25-039892
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 154 previous paragraphs and 135 current paragraphs.
71 unchanged; 31 reworded; 30 added; 44 removed; 8 previous and 3 current paragraphs rearranged.
Tables are not compared: 6 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (30)
Current report
On June 1, 2025, James Rinn was appointed as the Company's Chief Financial Officer. Mr Rinn previously served as a member of the Compensation Committee and Chair of the Audit Committee. Effective June 1, 2025, upon the commencement of his service to the Company as Chief Financial Officer, Mr. Rinn resigned as the Chair of the Audit Committee, from his position on the Audit Committee, and from his position on the Compensation Committee and such resignations created vacancies. On May 22, 2025, the Board unanimously approved Nick Ayers to fill the vacancy on the Compensation Committee and Willie Langston to fill the Chair of the Audit Committee vacancy.
Current report
On July 28, 2025, the Company appointed Caitlin Long to its Board of Directors. Ms. Long is a renowned Bitcoin and crypto finance expert with over 30 years of experience in financial services, specializing in traditional finance, digital assets, and financial technology infrastructure. She is the Founder and CEO of Custodia Bank, a US chartered bank designed to offer a compliant bridge between US dollars and digital assets. For over 20 years, she previously held senior roles on Wall Street for over 20 years at firms including Morgan Stanley, Credit Suisse, and Salomon Brothers. Ms. Long is also recognized as an authority on blockchain policy and financial innovation and participated in Wyoming's Blockchain Task Force, where she helped draft and pass 13 crypto-friendly laws which positioned Wyoming as the de facto standard for policy innovation around digital assets.
Current report
Expansion Updates
Current report
In June 2025, the Company expanded its Brands footprint into South Korea, bringing its premium products and its pro-family, "Make More Babies" mission to a nation facing one of the world's lowest fertility rates.
Current report
Strategic Updates
Current report
On August 12, 2025, the Company announced a strategic repositioning of its business to accelerate the growth of its FinTech segment. As part of this repositioning, the Company plans to monetize its Brands segment and pursue a sale or strategic partnership of its Marketplace segment.
Current report
Changes in Fair Value of Earn-out Liabilities
Current report
Changes in Fair Value of Warrant Liabilities
Current report
Income Tax Benefit (Expense)
Current report
In response to these market conditions, the Company is actively executing strategic initiatives designed to diversify and strengthen future growth. These include expanding into new and tangential retail verticals to reduce concentration risk, developing innovative financial products tailored to a broader consumer base, and enhancing our underwriting processes through the use of advanced AI models and other data-driven tools. These efforts aim to improve credit decisioning, drive incremental transaction volume, and position the company for long-term resilience despite current industry softness.
Current report
Cost of goods sold (exclusive of depreciation and amortization) increased by $0.8 million, or 55% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase was due to an increase in the sale of products.
Current report
Cost of goods sold (exclusive of depreciation and amortization) increased by $1.5 million, or 52% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was due to an increase in the sale of products.
Current report
General and Administrative Expenses
Current report
General and administrative expenses decreased by $5.0 million, or 46%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was due to the reduction in share-based compensation expense of $4.3 million, a decrease in legal fees of $0.4 million, and a decrease of employee and contractor compensation and benefits of $0.3 million. The share-based compensation reduction is primarily due to a Type III modification caused by a change in role and responsibilities of the former Chief Financial Officer.
Current report
General and administrative expenses decreased by $4.8 million, or 22%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease was due to the reduction in share-based compensation expense of $4.3 million, a decrease in consulting services of $0.5 million, a decrease in legal fees of $0.3 million, and an increase of employee and contractor compensation and benefits of $0.3 million. The share-based compensation expense reduction is primarily due to a Type III modification caused by a change in role and responsibilities of the former Chief Financial Officer.
Current report
Sales and Marketing Expenses
Current report
Sales and marketing expenses decreased by $2.3 million, or 45%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was due to a $1.2 million decrease in brand awareness and advertising campaigns, a decrease in share-based compensation expense of $0.9 million, and a decrease of $0.2 million of other sales and marketing expenses.
Current report
Research and Development Expenses
Current report
Research and development expense increased by $0.6 million, or 26%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was due to employee and contractor compensation and benefits expenses of $0.5 million and an increase of $0.1 million in share-based compensation expense.
Current report
Depreciation and Amortization Expense
Current report
Depreciation and amortization expense increased by $1.7 million, or 136%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was related to the amortization of capitalized software development costs of $1.1 million and the depreciation of leased assets of $0.6 million.
Current report
Other income, net increased by $0.4 million for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The increase was due to a $0.2 million gain resulting from a settlement on an outstanding payable and interest income of $0.2 million earned on the money market accounts.
Current report
Other income, net increased by $0.6 million for the six months ended June 30, 2025, respectively, compared to the six months ended June 30, 2024. The increase was due to a $0.2 million gain resulting from a settlement on an outstanding payable and interest income of $0.4 million earned on the money market accounts.
Current report
Changes in Fair Value of Earn-out Liabilities
Current report
Changes in Fair Value of Warrant Liabilities
Current report
Income Tax Benefit (Expense)
Current report
Net Cash (Used in) Provided by Investing Activities
Current report
Net Cash Provided by Financing Activities
Current report
Net cash provided by financing activities for the six months ended June 30, 2025 was $0.3 million compared to $8.2 million provided by financing activities for the six months ended June 30, 2024. The decrease was due to a decrease in raised capital of $10.0 million partially offset by an increase of $2.0 million in the revolving line of credit balance.
Current report
Critical Accounting Policies and Estimates
Removed paragraphs (44)
Previous report
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Previous report
The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes hereto included in Part I, Item 1 of this quarterly report on Form 10-Q and in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2025. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below, and those discussed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024, in “Item 1A. Risk Factors” in Part II of this Quarterly Report on Form 10-Q and in any subsequent filing we make with the SEC.
Previous report
On February 19, 2025, Board member Kelly Loeffler was confirmed as the Administrator of the Small Business Administration ("SBA") by the United States Senate. Per the Company's Corporate Governance Principles, upon her confirmation, Ms. Loeffler submitted her resignation as a member of the Board, effective on February 19, 2025.
Previous report
On March 10, 2025, the Board appointed Willie Langston to the Audit Committee. Mr. Langston is an audit committee financial expert as defined in Item 407 of Regulation S-K and is financially literate and has accounting or related financial management expertise as such terms are used in Rule 303A.07 of the NYSE rules.
Previous report
Income Tax (Expense) Benefit
Previous report
General and Administrative Expense
Previous report
General and administrative expense increased by $0.3 million, or 3%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was due to an increase of $1.5 million in employee and variable compensation, primarily due to the addition of the Credova team. The increase was offset by a decrease in share-based compensation of $0.9 million and a decrease of $0.3 million in other administrative costs.
Previous report
Sales and Marketing Expense
Previous report
Research and Development Expense
Previous report
Depreciation and Amortization
Previous report
Other income, net increased by $0.2 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to interest income earned on the money market accounts.
Previous report
Income Tax (Expense) Benefit
Previous report
Net Cash Used in Financing Activities
Previous report
Net cash used in financing activities for the three months ended March 31, 2025 was $0.1 million compared to $0.2 million used in financing activities for the three months ended March 31, 2024. The decrease was due to an increase of $2.3 million in proceeds from revolving line of credit partially offset by an increase of $2.1 million of repayments on the line of credit.
Previous report
Critical Accounting Estimates
Previous report
Revenue Recognition
Previous report
[1]Financial Technology Revenues
Previous report
Financing Revenues
Previous report
[2]Marketplace Revenues
Previous report
E-commerce Revenues
Previous report
The Platform features a single cart shopping experience where consumers can purchase a variety of products from multiple vendors in one transaction. The Company is not the seller of record in these transactions. The commissions revenue earned from these arrangements are recognized on a net basis, which equates to the commission and processing fees earned in exchange for the seller marketplace services. The commission and processing fees are recognized when the corresponding transaction is confirmed by the buyer and seller. The Company does not take title to inventory sold or assume risk of loss at any point in time during the transaction and is authorized to collect consideration from the buyer and remit net consideration to the seller to facilitate the processing of the confirmed purchase transaction. The Company currently records processing fees from its merchant service providers as a component of Cost of sales - services on the consolidated statement of operations.
Previous report
Advertising Services
Previous report
The Company enters into advertising subscription arrangements with its customers. Revenue is recognized over-time as the ads are displayed over the subscription period. The Company is providing a service and the service is being consumed by the customer simultaneously over the period of service. In general, the Company reports advertising revenue on a gross basis, since the Company controls the advertising inventory before it is transferred to our customers. Our control is evidenced by our sole ability to monetize the advertising inventory before it is transferred to customers.
Previous report
The Company also sells push notifications and email blasts and recognizes revenue at a point in time when delivered. Push notifications and email blasts are considered delivered when an ad is displayed to users. When a customer enters into an advertising subscription arrangement that includes push notifications and/or email blasts, the Company allocates a portion of the total consideration to the push notification and email blast performance obligations based on the residual approach.
Previous report
In June 2024, the Company launched its CPM advertising model. The advertising revenue related to CPM is recognized based on the number of impressions received based on advertising on websites or mobile device applications or as the advertiser’s previously agreed-upon performance criteria are satisfied.
Previous report
[3]Brand Revenues
Previous report
Product Sales
Previous report
The Company evaluated principal versus agent considerations to determine whether it is appropriate to record third-party logistics provider fees paid as an expense. These fees are recorded as shipping and handling expenses within cost of goods sold and are not recorded as a reduction of revenue because the Company owns and controls all the goods before they are transferred to the customer. The Company can, at any time, direct the third-party logistics provider to return the Company’s inventories to any location specified by the Company. It is the Company’s responsibility to make any returns made by customers directly to logistic providers and the Company retains the back-end inventory risk. Further, the Company is subject to credit risk (i.e., credit card chargebacks), establishes prices of its products, fulfills the goods to the customer and can limit quantities or stop selling the goods at any time.
Previous report
Product Returns
Previous report
Consistent with industry practice, the Company generally offers customers a limited right of return for products purchased. The Company reviews its receivables quarterly and records a reserve, if necessary.
Previous report
Loans Held for Investment, net
Previous report
Loans are unsecured and are stated at the amount of unpaid principal. Interest on loans is calculated by the simple-interest method on daily balances of the principal amount outstanding. Accrued interest on loans is discontinued when management believes that, after considering collection efforts and economic and business conditions, the collection of interest is doubtful. The Company’s policy is to stop accruing interest when the loan becomes 120 days delinquent.
Previous report
All interest accrued but not collected for loans that are placed on non-accrual status or subsequently charged-off is reversed against interest income. Income is subsequently recognized on the cash basis until, in management’s judgment, the borrower’s ability to make periodic principal and interest payments returns and future payments are reasonably assured, in which case the loan is returned to accrual status. The Company classifies its loans as either current or past due. Amounts are considered past due if a scheduled payment is not paid on its due date. The Company does not modify the terms of its existing loans with customers.
Previous report
Lease Merchandise, net
Previous report
The Company leases goods, consisting primarily of sporting goods, to its customers under certain terms agreed to by the customer and recognizes revenue straight-line over the lease term in accordance with Accounting Standards Codification ("ASC") 842, Leases ("ASC 842"). The customer has the right to acquire ownership either through a purchase option or through payment of all required lease payments. Leases typically range between 12 and 24 months. All the Company's customer agreements are considered operating leases. The consumer goods under operating leases are initially recorded at cost and depreciated on a straight-line basis over the term of the related leases to the consumer goods estimated residual value. All lease assets are purchased concurrent with the execution of a lease commitment by the lessee. Thus, the original depreciation period corresponds with the term of the original lease. Upon transfer of ownership of merchandise to customers, resulting from satisfaction of their lease obligations, the related cost an accumulated depreciation are eliminated from lease merchandise. Amounts shown in the condensed consolidated balance sheets are net of accumulated depreciation and allowances for lease losses.
Previous report
The Company applies depreciation to lease merchandise as follows: (i) straight-line over the life of the lease term; (ii) accelerated deprecation for impaired leases and (iii) accelerated depreciation for leases when an early purchase option (buyout) is exercised.
Previous report
The Company sells certain lease contracts to third parties and records the undepreciated cost of lease merchandise at the time of the sale within the net gain on lease contracts sold on the condensed consolidated statement of operations.
Previous report
Allowance for Credit Losses - Loans Held for Investment
Previous report
The Company estimates expected credit losses over the contractual term of loans, incorporating adjustments for anticipated prepayments and defaults when applicable. The contractual term excludes expected extensions, renewals, and modifications unless one of the following conditions is met: (i) management has a more likely than not expectation at the reporting date that an extension or renewal option is included in the original or modified contract, and (ii) such options are not unconditionally cancellable by the Company.
Previous report
The foundation for the discount rate used in our credit loss estimation is the Secured Overnight Financing Rate ("SOFR"), a widely accepted benchmark for the cost of overnight borrowing collateralized by United States Treasury securities. SOFR is commonly used by traditional credit and warehouse facilities to account for interest rate variability. In addition to SOFR, our discount rate incorporates an interest rate floor, which reflects the minimum rate a market investor would require for a pool of unsecured consumer receivables. This rate is further adjusted based on prevailing market and macroeconomic conditions. The combination of SOFR and the interest rate floor determines the overall discount rate applied to calculate the net present value of expected credit losses. Management reviews the discount rate at each reporting period and updates when applicable.
Showing the first 40 of 44 passages. Open the source sections for the rest.
Reworded paragraphs (31)
Previous wording
This report, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, the future financial performance of the company, our growth plans and opportunities, our financial performance, our ability to raise additional funds, and any other statements that are not statements of current or historical facts.
Current wording
This Quarterly Report on Form 10-Q, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, the future financial performance of the company, our growth plans and opportunities, our financial performance, our ability to raise additional funds, and any other statements that are not statements of current or historical facts.
Previous wording
The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in our Form 10-K for the year ended December 31, 2024, which are incorporated by reference herein. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law. These risks and others described under “Risk Factors” may not be exhaustive.
Current wording
The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which are incorporated by reference herein. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law. These risks and others described under “Risk Factors” may not be exhaustive.
Previous wording
During the three months ended March 31, 2025 and 2024, our net loss was $4.4 million and $12.6 million, respectively. During the three months ended March 31, 2025, our net loss decreased $8.1 million as compared to the three months ended March 31, 2024, due to a $3.3 million increase in revenues, a $0.8 million reduction in operating expenses, a year over year gain of $5.2 million relating to the change in fair value of the warrant liabilities , and a year over year gain of $0.3 million relating to the change in fair value of the earnout liabilities quarter over quarter. This is offset by a $0.7 million increase in interest expense related to the revolving credit facility and convertible promissory notes issued. Since inception, we have financed our operations primarily through financing activities.
Current wording
During the three months ended June 30, 2025 and 2024, our net loss was $8.4 million and $11.2 million, respectively. During the three months ended June 30, 2025, our net loss decreased $2.8 million as compared to the three months ended June 30, 2024, due to a $1.1 million increase in revenues and a $4.9 million reduction in expenses. This is offset by a quarter over quarter loss of $3.0 million relating to the change in fair value of the warrant liabilities, and a quarter over quarter loss of $0.2 million relating to the change in fair value of the earnout liabilities.
Previous wording
The Company principally generates BNPL revenue from five activities: revenue from sale of loan and lease contracts, revenue from interest earned on loans, revenue from rent payments on leased merchandise, revenue from retailer discounts, and origination fees paid by lending institutions (direct revenue) earned in connection with providing financing on consumer goods. Revenue from the Company’s sales of loans and leases is recognized at a point in time when the Company satisfies a performance obligation by transferring control of the loans and leases to a third party. Interest on loans is calculated by the simple-interest method on daily balances of the principal amount outstanding. Revenue from leases is recognized over time when the Company satisfies a performance obligation based on the agreed upon financing terms. Revenue from retailer discounts is recognized at a point in time when the Company satisfies performance obligations by purchasing the contract from the merchant in connection with a merchant-originated consumer financing product. Origination fees from lenders are recognized at time of loan origination.
Current wording
Credova principally generates BNPL revenue from five activities: revenue from sale of loan and lease contracts, revenue from interest earned on loans, revenue from rent payments on leased merchandise, revenue from retailer discounts, and origination fees paid by lending institutions (direct revenue) earned in connection with providing financing on consumer goods. Revenue from the Company’s sales of loans and leases is recognized at a point in time when the Company satisfies a performance obligation by transferring control of the loans and leases to a third party. Interest on loans is calculated by the simple-interest method on daily balances of the principal amount outstanding. Revenue from leases is recognized over time when the Company satisfies a performance obligation based on the agreed upon financing terms. Revenue from retailer discounts is recognized at a point in time when the Company satisfies performance obligations by purchasing the contract from the merchant in connection with a merchant-originated consumer financing product. Origination fees from lenders are recognized at time of loan origination.
Previous wording
The Company generates revenue through the sale of diapers, wipes, soaps, lotions, and other baby products to consumers by way of the Company’s Platform. The Company considers customer orders to be the contracts with the customer. There is a single performance obligation, which is the Company’s promise to transfer the Company’s product to customers based on specific payment and shipping terms in the arrangement.
Current wording
The Company generates revenue through the sale of diapers, wipes, training pants, soaps, lotions, and other baby products to consumers by way of EveryLife's website and the Company’s Platform. The Company considers customer orders to be the contracts with the customer. There is a single performance obligation, which is the Company’s promise to transfer the Company’s product to customers based on specific payment and shipping terms in the arrangement.
Previous wording
Depreciation and amortization expense consists primarily of amortization of capitalized software development costs.
Current wording
Depreciation and amortization expense consists of amortization of capitalized software development costs and depreciation of leased assets.
Previous wording
Other income, net primarily relates to interest income earned on the money market accounts for the three months ended March 31, 2025.
Current wording
Other income, net relates to interest income earned on the money market accounts and a gain resulting from a settlement on an outstanding payable for the three and six months ended June 30, 2025.
Previous wording
Changes in the fair value of earn-out liabilities are recorded in the condensed consolidated statement of operations. The earn-out liabilities represent a financial instrument other than an outstanding share that embodies a conditional obligation that the issuer must or may settle by issuing a variable number of its equity shares. We record the earn-out liability at its fair value at each reporting period.
Current wording
Changes in fair value of earn-out liabilities are recorded in the condensed consolidated statement of operations. The earn-out liabilities represent a financial instrument other than an outstanding share that embodies a conditional obligation that the issuer must or may settle by issuing a variable number of its equity shares. We record the earn-out liability at its fair value at each reporting period.
Previous wording
Changes in the fair value of warrant liabilities are recorded in the condensed consolidated statement of operations. The warrant liabilities represent a financial instrument other than an outstanding share that embodies a conditional obligation that the issuer must or may settle by issuing a variable number of its equity shares. We record the warrant liabilities at its fair value at each reporting period.
Current wording
Changes in fair value of warrant liabilities are recorded in the condensed consolidated statement of operations. The warrant liabilities represent a financial instrument other than an outstanding share that embodies a conditional obligation that the issuer must or may settle by issuing a variable number of its equity shares. We record the warrant liabilities at its fair value at each reporting period.
Previous wording
•Segment Revenue (see Note 13 for more details);
Current wording
•Segment Revenue (see Note 14 to the Condensed Consolidated Financial Statements for more details);
Previous wording
For the three months ended March 31, 2025, GMV was $11.4 million, which represented an approximate change of (33)%, as compared to the same period in 2024.
Current wording
For the three and six months ended June 30, 2025, GMV was $10.7 million and $22.1 million, respectively, which represented an approximate change of (19)% and (27)%, respectively, as compared to the same period in 2024.
Previous wording
For the three months ended March 31, 2025, our top five merchants and platform partners represented approximately 58% of total GMV - Credit, as compared to 40% for the three months ended March 31, 2024. GMV - Credit attributable to our largest merchant during the three months ended March 31, 2025 represented 23% of total GMV - Credit, compared to 15% for the same period in 2024. The shift in volume from our top five merchants is primarily due to the overall reductions in sales across the industry.
Current wording
For the six months ended June 30, 2025, our top five merchants and platform partners represented approximately 58% of total GMV - Credit, as compared to 41% for the six months ended June 30, 2024. GMV - Credit attributable to our largest merchant during the three months ended June 30, 2025 represented 24% of total GMV - Credit, compared to 16% for the same period in 2024. The shift in volume from our top five merchants is primarily due to the overall reductions in sales across the industry.
Previous wording
GMV - Credit declined year-over-year, primarily due to a broader slowdown in the firearm retail industry and our continued emphasis on disciplined underwriting. Industry-wide sales softness impacted many of our merchant partners, with some reporting sales down over 20% year-over-year, aligning with broader market trends. According to the National Shooting Sports Foundation (“NSSF”), U.S. firearm sales declined for the fourth consecutive year in 2024, with approximately 15.2 million adjusted background checks—a 3.5% decrease from 2023—and a 9% year-over-year drop in February 2025 alone, marking one of the weakest February performances in over a decade. In addition to market pressures, our recent credit policy enhancements—including the broader implementation of machine learning—tightened approval rates as part of a long-term strategy to improve portfolio performance. These factors, along with changes to our origination channels and a shift in sales focus, contributed to the overall reduction in GMV - Credit during the period.
Current wording
GMV - Credit declined year-over-year, driven by a broader slowdown in the firearm retail industry and our continued focus on disciplined underwriting practices. Industry-wide softness impacted many of our merchant partners, with some reporting sales down more than 20% year-over-year, consistent with national trends. According to the National Shooting Sports Foundation (“NSSF”), U.S. firearm sales fell for the fourth consecutive year in 2024, totaling approximately 15.2 million adjusted background checks—a 3.5% decline from 2023. This downward trend persisted into 2025, with Q2 adjusted checks decreasing approximately 3.4% compared to the prior year, and February 2025 marking one of the weakest months in over a decade with a 9% year-over-year decline. The decline in overall firearm demand has been influenced by reduced consumer urgency under a pro-Second Amendment federal administration, as well as macroeconomic factors such as inflationary pressures and constrained discretionary spending, which have affected purchasing behavior across the retail sector. Despite these headwinds, the industry continues to demonstrate resilience, with each month in 2025 exceeding one million NSSF-adjusted background checks—a threshold that has been maintained for more than five years—underscoring a historically strong baseline level of demand. In addition to market pressures, our recent credit policy enhancements—including the broader implementation of machine learning—tightened approval rates as part of a long-term strategy to improve portfolio performance. These factors, along with changes to our origination channels and a shift in sales focus, contributed to the overall reduction in GMV - Credit during the period.
Previous wording
For the three months ended March 31, 2025 and 2024, GMV - PSQ Payments was $36.0 million and zero, respectively, which represented an approximate change of 100%, as compared to the same period in 2024. PSQ Payments was launched in October 2024.
Current wording
For the three months ended June 30, 2025 and 2024, GMV - PSQ Payments was $68.2 million and zero, respectively, which represented an approximate change of 100%, as compared to the same period in 2024. For the six months ended June 30, 2025 and 2024, GMV - PSQ Payments was $104.2 million and zero, respectively, which represented an approximate change of 100%, as compared to the same period in 2024. PSQ Payments was launched in October 2024.
Previous wording
The results of operations presented below should be reviewed in conjunction with the unaudited condensed consolidated financial statements for the three months ended March 31, 2025 and 2024 which can be found elsewhere in this document.
Current wording
The results of operations presented below should be reviewed in conjunction with the unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025 and 2024. See "Part I - Financial Information - Item 1. Condensed Consolidated Financial Statements - Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 (Unaudited)," and "- Condensed Consolidated Statements of Changes in Stockholders' Equity for the three and six months ended June 30, 2025 and 2024 (Unaudited)."
Previous wording
Revenues, net increased by $3.3 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was driven by an increase in FinTech sales of $2.7 million, an increase in Brands sales of $1.1 million and partially offset by a decrease in Marketplace sales by $0.5 million.
Current wording
Revenues, net increased by $1.1 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase was driven by an increase in FinTech sales of $0.5 million, an increase in Brands sales of $1.0 million, and partially offset by a decrease in Marketplace sales of $0.4 million.
Previous wording
Cost of revenue (exclusive of depreciation and amortization) increased by $0.1 million, or 23%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was due to an increase of $0.6 million in FinTech transaction fees, offset by a $0.3 million reduction in employee compensation and $0.2 million reduction in other transaction costs.
Current wording
Cost of revenue (exclusive of depreciation and amortization) increased by $0.6 million, or 115%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase was due to an increase of $1.0 million in FinTech transaction fees, offset by a $0.2 million decrease in employee compensation, a $0.1 million decrease in hosting costs, and $0.1 million decrease in other costs.
Previous wording
Cost of goods sold (exclusive of depreciation and amortization) increased by $0.7 million, or 49% for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was due to an increase in the sale of products.
Current wording
Cost of revenue (exclusive of depreciation and amortization) increased by $0.7 million, or 66%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was due to an increase of $1.5 million in FinTech transaction fees, offset by a $0.5 million decrease in employee compensation, a $0.2 million decrease in hosting costs, and $0.1 million decrease in other costs.
Previous wording
Sales and marketing expense decreased by $2.2 million, or 48%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease was due to a $1.5 million decrease in share-based compensation expense, a $0.6 million decrease in brand awareness and advertising campaigns, partially offset by a $0.1 million increase in employee and contractor compensation.
Current wording
Sales and marketing expenses decreased by $4.5 million, or 46%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease was due to a $2.4 million decrease in share-based compensation expense, a decrease in brand awareness and advertising campaigns of $1.9 million, and a decrease of $0.2 million in employee and contractor compensation and benefits.
Previous wording
Research and development expense increased by $0.3 million, or 26%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was primarily due to contractor expenses for development of operating software in the FinTech segment.
Current wording
Research and development expenses increased by $0.3 million, or 26%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase was primarily due to employee and contractor compensation and benefits expenses for development of operating software.
Previous wording
Depreciation and amortization expense increased $0.9 million, or 308%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was primarily related to the amortization of capitalized software development costs.
Current wording
Depreciation and amortization expense increased by $0.8 million, or 81%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase was related to the depreciation of leased assets of $0.6 million and the amortization of capitalized software development costs of $0.2 million.
Previous wording
Changes in the fair value of earn-out liabilities increased by $0.3 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was due to a decrease in the fair value of the earn-out liabilities at the end of the reporting period.
Current wording
Changes in fair value of earn-out liabilities decreased by $0.2 million and increased by $0.1 million for the three and six months ended June 30, 2025, respectively, compared to the three and six months ended June 30, 2024. The change was due to the fluctuation in the fair value of the earn-out liabilities at the end of the reporting period.
Previous wording
Changes in the fair value of warrant liabilities increased by $5.2 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was due to a decrease in the fair value of the warrant liabilities at the end of the reporting period.
Current wording
Changes in fair value of warrant liabilities decreased by $3.0 million and increased by $2.2 million for the three and six months ended June 30, 2025, respectively, compared to the three and six months ended June 30, 2024. The change was due to the fluctuation in the fair value of the warrant liabilities at the end of the reporting period.
Previous wording
Interest expense, net increased by $0.7 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was due to the interest payable in relation to the convertible promissory notes recorded as of the reporting date, along with interest paid on the revolving line of credit.
Current wording
Interest expense, net increased by $0.3 million and $1.1 million for the three and six months ended June 30, 2025, respectively, compared to the three and six months ended June 30, 2024. The increase was due to the interest payable in relation to the convertible promissory notes recorded as of the reporting date, along with interest paid on the revolving line of credit.
Previous wording
Income tax expense increased by an insignificant amount for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was primarily due to state income tax.
Current wording
Income tax benefit (expense) increased by an insignificant amount for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024. The increase was primarily due to state income tax.
Previous wording
Historically, our primary sources of liquidity have been funds from financing activities. We have reported net losses of $4.4 million and $12.6 million for the three months ended March 31, 2025 and 2024, respectively, and had negative cash flows from operations of $6.4 million and $6.5 million for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025 and December 31, 2024, the Company had aggregate unrestricted cash and cash equivalents, of $28.0 million and $36.3 million and net working capital of $30.2 million and $38.2 million, respectively.
Current wording
Historically, our primary sources of liquidity have been funds from financing activities. We have reported net losses of $12.8 million and $23.8 million for the six months ended June 30, 2025 and 2024, respectively, and had negative cash flows from operations of $11.3 million and $16.9 million for the six months ended June 30, 2025 and 2024, respectively.
Previous wording
During the quarter, management made a strategic decision to invest in its FinTech segment and began taking assignment and holding closed-end consumer leases. This will result in increased revenues in the medium term while negatively impacting cash flow from operations in the short term.
Current wording
During the first quarter, management made a strategic decision to invest in its FinTech segment and began taking assignment and holding closed-end consumer leases. We expect this will result in increased revenues in the medium term while negatively impacting cash flow from operations in the short term.
Previous wording
Comparison of the Three Months Ended March 31, 2025 and 2024
Current wording
Comparison of the Six Months Ended June 30, 2025 and 2024
Previous wording
Net cash used in operating activities for the three months ended March 31, 2025 was $6.4 million compared to $6.5 million used in operating activities for the three months ended March 31, 2024. The decrease in cash used in operating activities was due primarily to a decrease of $8.1 million in net loss, offset by an increase in fair value of warrant liabilities of $5.2 million, an increase in fair value of earn-out liabilities of $0.3 million, an increase in the net cash used by operating assets and liabilities of $1.9 million and a decrease of $0.6 million in non-cash related expenses.
Current wording
Net cash used in operating activities for the six months ended June 30, 2025 was $11.3 million compared to $16.9 million used in operating activities for the six months ended June 30, 2024. The decrease in cash used in operating activities was due primarily to a decrease of $11.0 million in net loss, offset by an increase in fair value of warrant liabilities of $2.2 million, an increase in fair value of earn-out liabilities of $0.1 million, an increase in the net cash used by operating assets and liabilities of $2.0 million and a decrease of $5.0 million in non-cash related expenses.
Previous wording
Net cash used in investing activities for the three months ended March 31, 2025 was $1.8 million compared to $0.4 million used in investing activities for the three months ended March 31, 2024. Net cash used in investing activities for the three months ended March 31, 2025 primarily related to $1.1 million of additions to lease merchandise, $0.7 million of software development costs and $45,000 of net decrease in loans held for investment. Net cash used in investing activities for the three months ended March 31, 2024 primarily related to $0.8 million of software development costs partially offset by an increase of $0.3 million of net loans held for investment.
Current wording
Net cash used in investing activities for the six months ended June 30, 2025 was $4.7 million compared to $0.1 million net cash provided by investing activities for the six months ended June 30, 2024. Net cash used in investing activities for the six months ended June 30, 2025 primarily related to $2.2 million of additions to lease merchandise, $1.6 million of software development costs, $0.5 million of licensing purchases and $0.5 million of net decrease in loans held for investment. Net cash provided by investing activities for the six months ended June 30, 2024 primarily related to $1.8 million of software development costs partially offset by an increase of $1.7 million of net loans held for investment.
Previous wording
The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and judgments that affect the amounts reported in those consolidated financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates. Our significant accounting policies are described in Note 3 to our Unaudited Condensed Consolidated Financial Statements for the three-month period ended March 31, 2025 included elsewhere in this report. Our critical accounting policies are described below.
Current wording
The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and judgments that affect the amounts reported in those consolidated financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates. Our significant accounting policies are described in Note 3 to our Unaudited Condensed Consolidated Financial Statements for the six-month period ended June 30, 2025 included elsewhere in this report. There were no material changes in the Company's critical accounting policies and estimates during the six months ended June 30, 2025. For a description of the Company's critical accounting policies, estimates and assumptions used in preparation of the Company's financial statements included in Part II. Item 8 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
The following table sets forth our condensed consolidated statement of operations for the six months ended June 30, 2025 and 2024, and the dollar and percentage change between the two periods:
Current report — wording carried from elsewhere
Revenues, net increased by $4.4 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was driven by an increase in FinTech sales of $3.1 million, an increase in Brands sales of $2.2 million and partially offset by a decrease in Marketplace sales of $0.9 million.
Current report — wording carried from elsewhere
As of June 30, 2025 and December 31, 2024, the Company had aggregate unrestricted cash and cash equivalents of $20.6 million and $36.3 million and net working capital of $21.3 million and $38.2 million, respectively.
Rearranged previous paragraphs (8)
Previous report — wording carried elsewhere
Change in fair value of earn-out liabilities
Previous report — wording carried elsewhere
Change in fair value of warrant liabilities
Previous report — wording carried elsewhere
Change in Fair Value of Earn-out Liabilities
Previous report — wording carried elsewhere
Change in Fair Value of Warrant Liabilities
Previous report — wording carried elsewhere
Net Cash Used in Investing Activities
Previous report — wording carried elsewhere
The Company principally generates financial technology revenues from five activities: revenue from sale of loan and lease contracts, revenue from interest earned on loans, revenue from retailer discounts, and origination fees paid by lending institutions (direct revenue) earned in connection with providing financing on consumer goods. Revenue from leases is recognized over time when the Company satisfies a performance obligation based on the agreed upon financing terms. Revenue from the Company’s sales of loans and leases is recognized at a point in time when the Company satisfies a performance obligation by transferring control of the loans and leases to a third party. Interest on loans is calculated by the simple-interest method on daily balances of the principal amount outstanding. Revenue from retailer discounts is recognized at a point in time when the Company satisfies performance obligations by purchasing the contract from the merchant in connection with a merchant-originated consumer financing product. Origination fees from lenders are recognized at time of loan origination.
Previous report — wording carried elsewhere
PSQ Payments generates revenue via its merchant servicer platform to provide its customers with a payments stack to efficiently manage their payment processes. The merchant servicer platform combines the payment processing and gateway into a single, integrated service encompassing all debit and credit card processing and ACH in and out payment processing. The Company recognizes card processing and transaction revenues in connection with customer use of the platform.
Previous report — wording carried elsewhere
The Company generates revenue through the sale of diapers, wipes and other baby products to consumers by way of the Company’s website. The Company considers customer orders to be the contracts with the customer. There is a single performance obligation, which is the Company’s promise to transfer the Company’s product to customers based on specific payment and shipping terms in the arrangement. The entire transaction price is allocated to this single performance obligation. Product revenue is recognized when a customer obtains control of the Company’s product, which occurs at shipment. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products.