PSQ Holdings, Inc.
For the period ended Dec 31, 2025. Filed Mar 17, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 17, 2026
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-K
Period ended 2024-12-31; filed 2025-03-13.
0001628280-25-012592
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-17.
0001847064-26-000005
Item 7. 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 191 previous paragraphs and 134 current paragraphs.
56 unchanged; 24 reworded; 54 added; 107 removed; 4 previous and 0 current paragraphs rearranged.
Tables are not compared: 6 previous and 5 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 (54)
Current report
PSQ Holdings, Inc. is a payments and financial infrastructure company. The Company builds and operates infrastructure in highly regulated environments for industries underserved by traditional financial institutions, including businesses, campaigns, and nonprofits that depend on reliable, compliant payment solutions. PSQ Holdings, Inc. historically operated under three segments: Financial Technology, Marketplace, and Brands ("Financial Technology", "Marketplace", and "Brands"), however, in August 2025, the Company announced a strategic repositioning to focus its resources and capital on accelerating the growth of its Financial Technology segment. As part of this repositioning, the Company initiated a plan to monetize the Brands segment through the sale of EveryLife and to pursue a sale or strategic partnership of the Marketplace segment, including evaluating opportunities to repurpose certain intellectual property to complement its Financial Technology offerings.
Current report
Following further evaluation of market conditions and transaction alternatives, the Company determined during the fourth quarter of 2025 that pursuing a sale or partnership of the Marketplace segment would not be the most efficient use of resources. Accordingly, the Company wound down the Marketplace business as of December 31, 2025, and will not continue development of the Marketplace technology platform as part of its long-term strategy. The Company may evaluate opportunities to leverage certain customer relationships in support of its Financial Technology initiatives.
Current report
As of December 31, 2025, the Company continues to actively pursue the monetization of the Brands segment, and the sale process remains ongoing. Management expects to enter into a definitive agreement during the first half of 2026 and continues to engage with interested parties.
Current report
As of December 31, 2025, PSQ Holdings, Inc. operates under one reportable segment: Financial Technology ("Financial Technology" or "FinTech"). The Financial Technology reportable segment is comprised of three operating segments, Credova, a "Buy Now, Pay Later" company focused on the outdoors & shooting sports industry; PSQ Payments, a "cancel-proof" payments processing company; and PSQ Impact, a payments and fundraising platform serving nonprofit organizations and political campaigns.
Current report
Payment processing is the lifeblood of the American economy. Owning the payments stack puts PSQ Holdings, Inc. at the center of its merchants’ transactions with solutions that are simple to integrate and resilient by design. We pair advanced technology with a deep understanding of merchant and consumer needs to facilitate next generation commerce. By bundling multiple payment types, the Company expects to create higher conversion and more stickiness with consumers. Multiple systems redundancies and sponsor banks mean peace of mind and better economics for our merchants, regardless of business industry.
Current report
Executive Leadership Changes
Current report
On January 7, 2026, the Company announced updates to its Board and executive leadership structure intended to delineate board oversight, enhance operational focus, and position the Company for its next phase of growth as a scaled public FinTech platform. The leadership updates include:
Current report
•Michael Seifert stepped down as Chairman of the Board.
Current report
•Dusty Wunderlich was named Chairman of the Board and has stepped down as Chief Strategy Officer of the Company.
Current report
•Blake Masters was appointed Lead Independent Board Director and will provide independent oversight and serve as liaison between the Board and management.
Current report
•Michael Perkins was appointed Chief Operating Officer.
Current report
•Mike Hebert stepped down as Chief Operating Officer and was named Senior Vice President of People to oversee the organizational development, talent and culture of the Company.
Current report
On January 27, 2026, Michael Seifert stepped down as Chief Executive Officer and resigned from the Company's Board of Directors, and Dusty Wunderlich was appointed as Chief Executive Officer.
Current report
As part of Mr. Seifert's separation from the Company, Mr. Seifert forfeited 1,000,000 shares of Class C common stock. As of February 27, 2026, all of Mr. Seifert's Class C common stock converted into shares of Class A common stock. As a result, Mr. Seifert no longer possesses a majority of the voting power of the Company's common stock and the Company is no longer a "controlled company" under NYSE rules. We are now required to comply with certain NYSE rules that govern corporate governance standards from which we were previously exempt, subject to certain phase-in periods. These include the requirement to have (i) a majority of independent directors, (ii) a nominating/corporate governance committee composed entirely of independent directors, and (iii) a compensation committee composed entirely of independent directors. NYSE rules mandate that the Company must satisfy the majority independent board requirement within one year of the date its status changed and have at least one independent member on its nominating committee and at least one independent member on its compensation committee by the date its status changes, at least a majority of independent members on each committee within 90 days of the date its status changes and fully independent committees within one year of the date its status changes. There can be no assurance that the Company will be able to satisfy such requirements. Failure to meet such requirements could subject the Company to delisting from the NYSE.
Current report
On December 18, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an existing fundamental institutional investor (the “Purchaser”) relating to the registered direct offering and sale of an aggregate of 1,800,000 shares (the “Shares”) of the Company’s Class A Common Stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase 5,018,184 shares of Class A Common Stock, and accompanying common warrants to purchase an aggregate of 8,522,730 shares of Class A Common Stock (the “Common Warrants” and the offering of the Shares, the Pre-Funded Warrants and the Common Warrants, the “Offering”) at a combined offering price of $1.10 per share, provided, that the combined purchase price per Pre-Funded Warrant and accompanying Common Warrant is identical to the purchase price per Shares and accompanying Common Warrant, less the Pre-Funded Warrant exercise price of $0.0001 per share. The Common Warrants have an exercise price of $1.18 per share, will be exercisable six months following issuance and have a term of five and a half years from the initial exercise date. The gross proceeds to the Company from the Offering were approximately $7.5 million.
Current report
Launch of PSQ Impact
Current report
In October 2025, PSQ Holdings, Inc. launched PSQ Impact, a next-generation political fundraising platform engineered to supercharge the Conservative movement and values-aligned non-profit ecosystem. PSQ Impact leverages the Company’s existing technology infrastructure, payments capabilities, and merchant network to provide an integrated digital fundraising solution that includes donor acquisition, payment processing, compliance tools, data analytics, and campaign management functionality.
Current report
The platform is intended to create a vertically integrated ecosystem that connects donors with aligned organizations while providing transparency, security, and operational efficiency. By utilizing the Company’s payments processing technology and consumer network, PSQ Impact seeks to reduce customer acquisition costs, increase donor conversion and retention rates, and enhance recurring contribution programs.
Current report
PSQ Impact is also designed to expand our FinTech-focused strategy by diversifying revenue streams through transaction-based fees, platform subscription services, and value-added compliance and data services. Management believes PSQ Impact positions the Company to capture incremental share within the political fundraising market while deepening engagement within its broader values-driven marketplace.
Current report
For the years ended December 31, 2025 and 2024, the Company reported net loss of $36.6 million and $57.7 million, respectively. The year-over-year improvement in net loss was driven by improved operating performance and other non-operating items. Operating loss improved to $32.0 million in 2025 from $41.7 million in 2024, reflecting operational efficiencies and cost reductions implemented during the period.
Current report
Net loss decreased by $21.1 million compared to the prior year, primarily due to a $9.0 million gain from changes in the fair value of warrant liabilities, an $8.2 million increase in revenues, a $2.4 million decrease in loss from discontinued operations, a $1.6 million reduction in operating expenses, and a $0.6 million increase in interest income, partially offset by a $1.2 million increase in interest expense. The Company has not been profitable since inception and, as of December 31, 2025 and 2024, had an accumulated deficit of $156.5 million and $119.9 million, respectively. Since inception, the Company has financed its operations primarily through equity and debt financings.
Current report
We generate revenues from one segment—Financial Technology—as described below.
Current report
Financial Technology
Current report
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.
Current report
PSQ Impact generates revenues via its fundraising platform by providing a secure payments and reporting technology to support 501c(3) and 501c(4) nonprofits in the conservative movement.
Current report
Cost of revenue (exclusive of depreciation and amortization) consists of underwriting and transaction costs related to the sale of loans and leases, transaction costs incurred in the facilitation of loan and lease origination, and payment processing activities including interchange fees, assessment fees, processing costs and bank settlement charges paid to third-party payment processors and financial institutions in the ordinary course of operations.
Current report
Other income, net relates to interest income earned on the money market accounts, a gain resulting from the sale of leased assets, and a gain resulting from the settlement of an outstanding payable for the year ended December 31, 2025.
Current report
Changes in Fair Value of Earn-out Liabilities
Current report
Changes in Fair Value of Warrant Liabilities
Current report
Gross Merchandise Volume (“GMV”) – Credit
Current report
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 as measured by NSSF-adjusted National Instant Criminal Background Check System (“NICS”) checks declined in 2025 compared to 2024, with approximately 14.6 million adjusted background checks in 2025 versus approximately 15.2 million in 2024, a decrease of roughly 4.1%. Additionally, the fourth quarter of 2025 NSSF-adjusted NICS figure of approximately 4.29 million reflects a 3.7% decline compared to the fourth quarter of 2024’s 4.46 million, underscoring persistent market softness. 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 a strong baseline level of demand, with adjusted background checks generally exceeding historical norms even as year-over-year figures remain lower.
Current report
In addition to market pressures, our recent credit policy enhancements—including the broader implementation of machine-learning models—tightened approval rates as part of a long-term strategy to improve portfolio performance. These actions contributed to lower GMV earlier in the year; however, GMV performance stabilized in the fourth quarter of 2025 relative to the fourth quarter of 2024, supported by a 14% increase in originations during the fourth quarter of 2025 compared to the fourth quarter of 2024. This improvement reflects the initial impact of strategic initiatives implemented throughout 2025, including improvements in product mix, consumer re-engagement, and refinements to our origination channels.
Current report
In response to these market conditions, the Company continues to execute strategic initiatives designed to diversify and strengthen future growth. These include expanding into new and tangential retail verticals to reduce concentration risk, improving customer re-engagement, developing innovative financial products tailored to a broader consumer base, and enhancing underwriting processes through advanced AI models and other data-driven tools. Management believes these actions position the Company for greater resilience and sustainable GMV growth as industry conditions normalize.
Current report
Gross Merchandise Volume (“GMV”) – PSQ Payments
Current report
The increase in GMV – PSQ Payments for the year ended December 31, 2025 was primarily driven by the launch of PSQ Payments in October 2024 resulting in only a concentrated number of merchants that were actively processing through our solution during 2024.
Current report
(1) Includes both PSQ Payments and PSQ Impact revenues.
Current report
Revenues, net increased by $8.2 million, or 81% for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase is primarily related to the launch of PSQ Payments and the addition of lease merchandise revenue, partially offset by a decline in direct revenue.
Current report
Cost of revenue (exclusive of depreciation and amortization) increased by $5.2 million, or 1179%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. This growth is primarily attributable to an increase of $4.9 million in transaction fees as a result of the launch of PSQ Payments.
Current report
General and Administrative Expenses
Current report
General and administrative expenses decreased by $9.9 million, or 26%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was due to a decrease in share-based compensation expense of $5.2 million, a decrease in professional services of $1.9 million, a decrease of employee and contractor compensation and benefits of $1.7 million, and a decrease in transaction costs of $1.1 million. The decrease in share-based compensation expense was primarily driven by a $2.3 million reversal related to a Type III modification realized during the year ended December 31, 2025 caused by a change in role and responsibilities of the former Chief Financial Officer and the reduction of the Company's average stock price during 2025 compared to 2024.
Showing the first 40 of 54 passages. Open the source sections for the rest.
Removed paragraphs (107)
Previous report
Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to "PublicSquare," “we,” “us,” “our,” and the “Company” are intended to refer to (i) following the Business Combination, the business and operations of PSQ Holdings, Inc. and its consolidated subsidiaries, and (ii) prior to the Business Combination, Private PSQ (the predecessor entity in existence prior to the consummation of the Business Combination) and its consolidated subsidiaries.
Previous report
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 and classic 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 a wholly-owned Direct to Consumer ("D2C") brand. The Brands segment includes EveryLife, a premium D2C life-affirming baby products company. The Financial Technology 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.
Previous report
We incorporated PSQ Holdings, Inc. in February of 2021, began development of our digital platform (mobile app and website) in May 2021 and launched our initial product regionally in San Diego County, California in October 2021 on iOS, Android and on our website. After 10 months of testing in various markets and courting consumer feedback, we launched the Platform nationwide on July 4, 2022.
Previous report
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.
Previous report
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.”
Previous report
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 (“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 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 (“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.
Previous report
The mailing address of PublicSquare's principal executive office is 1501 Belvedere Rd, Suite 500, West Palm Beach, Florida 33406.
Previous report
Board of Director Appointments and Resignation
Previous report
On December 3, 2024, PublicSquare announced Donald Trump, Jr. and Willie Langston were appointed to the Board of Directors, and Omeed Malik resigned.
Previous report
On February 19, 2025, Board member Kelly Loeffler was confirmed as the Administrator of 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
Launch of New Products
Previous report
On December 10, 2024, EveryLife launched their high-performing training pants made from clean, premium materials without fragrances, dyes, lotions, parabens, or phthalates. With flow channel technology for faster absorption, the EveryLife training pant offers a 360-degree stretchy waistband, a quick dry top sheet, easy tear-away sides, and 12-hour leak protection.
Previous report
On November 20, 2024, EveryLife expanded their product offering to include soaps and lotions. Their Shampoo and 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.
Previous report
Launch of PSQ Payments
Previous report
On October 28, 2024, PublicSquare launched PSQ Payments, a payment stack consisting of a framework of technological components and services the Company's customers can utilize to manage their payment processes.
Previous report
Strategic Reorganization
Previous report
In late October 2024, the Company enacted a strategic plan where it reorganized vital business functions to improve efficiency, eliminating approximately 35% of the Company's workforce in the process. This strategic reorganization of the business is expected to save approximately $11.0 million on an annualized basis and is also expected to meaningfully lower the Company's cash needs while maintaining strong revenue growth. The Company began to realize cost savings associated with the organizational changes beginning in November 2024 and they are expected to continue for the full year 2025.
Previous report
During the years ended December 31, 2024 and 2023, our net loss was $57.7 million and $53.3 million, respectively. Our net loss increased in 2024 from 2023, largely due to the growth of the Company resulting in an operating loss of $55.7 million in 2024 compared to $39.3 million in 2023. This was partially offset by the decrease in the change in fair value of the promissory note of $14.6 million and the increase in interest expense of $2.1 million. Our operating expenses will likely increase in the future as we develop and launch new offerings and platform features, expand in existing and new markets, increase our sales and marketing efforts and continue to strategically invest in our three segments. We have not been profitable since inception, and as of December 31, 2024 and December 31, 2023, our accumulated deficit was $119.9 million and $62.2 million, respectively. Since inception, we have financed our operations primarily through equity and debt raises.
Previous report
We generate revenues from our three segments: Marketplace, Brands and Financial Technology; a summary of each is described below.
Previous report
Marketplace revenues are derived from a mix of advertising and e-commerce revenues.
Previous report
Advertising revenues are generated from digital advertising fees from both local and national advertisers and also through our newly launched Cost per Mille ("CPM") advertising product which allows businesses to deliver more effective ads to consumers.
Previous report
E-commerce revenue is derived from a mix of (i) referral fees in the form of commissions, based on the dollar amounts of transactions between the businesses we connect on the PSQ Platform and (ii) transaction-based fees from providing multi-merchant shopping cart and checkout capabilities on the PSQ Platform.
Previous report
Brands
Previous report
Our brand revenues have been derived primarily from our sale of products.
Previous report
In July 2023, the Company launched the EveryLife business and began to generate revenue through the sale of diapers and wipes to consumers by way of the EveryLife’s website. In November 2023, EveryLife’s products became available for purchase on the 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 report
Cost of revenue (exclusive of depreciation and amortization) consists of the direct costs incurred in building and running the Marketplace Platform, as well as underwriting and transaction costs related to our FinTech segment.
Previous report
Cost of Goods Sold (exclusive of depreciation and amortization)
Previous report
Cost of goods sold (exclusive of depreciation and amortization) includes the purchase price of merchandise sold to customers, inbound and outbound shipping and handling costs, freight and duties, shipping and packaging supplies and warehouse fulfillment costs incurred.
Previous report
As we are a high-growth company with a focus on cost-saving measures including resource reduction and reallocation, we anticipate that each of the following categories of operating expenses will increase in absolute dollar amounts but decline as a percentage of revenue for the foreseeable future.
Previous report
Transaction costs incurred in connection with the Business Combination
Previous report
Transaction costs incurred in connection with the Business Combination primarily consists of professional fees, travel expenses and one-time share-based payments to non-employee advisors and influencers.
Previous report
Other income, net primarily relates to interest income on our money market accounts for the year ended December 31, 2024 and realized and unrealized gains on our short term investments and interest income on our money market accounts for the year ended December 31, 2023.
Previous report
Change in fair value of convertible promissory notes
Previous report
Changes in the fair value of the convertible promissory notes are recorded in the consolidated statement of operations. The convertible promissory notes 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 convertible promissory notes liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the convertible promissory notes’ issuance date with a charge to expense. The convertible promissory notes were converted to equity at the close of the Business Combination.
Previous report
Change in fair value of earn-out liabilities
Previous report
Change in fair value of warrant liabilities
Previous report
The decline in GMV - Credit for the year ended December 31, 2024 aligned with broader industry trends. According to the National Shooting Sports Foundation ("NSSF"), gun sales in 2024 declined by 3.5% compared to 2023, with a more pronounced 5.9% drop in the fourth quarter. We believe this out performance of the market reflects the strength of our products and value proposition to our merchant base.
Previous report
Our top five merchants and platform partners accounted for approximately 46% of total GMV - Credit in 2024, compared to 48% in 2023. GMV - Credit from our largest merchant represented 17% of total GMV - Credit in 2024, up from 16% in 2023. This slight shift reflects several changing market factors including, but not limited to, the impact of slower merchant onboarding, as our resources were redirected toward scaling the PSQ Payments business. With the launch of PSQ Payments, we are now refocusing efforts on onboarding merchants seeking our consumer lending solution.
Previous report
Total revenues, net increased by $17.5 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was due to the Credova Merger and subsequent launch of PSQ Payments resulting in $10.1 million of Financial Technology revenue and an increase in Brands revenue of $7.5 million year-over-year.
Previous report
Cost of revenue (exclusive of depreciation and amortization) increased by $0.6 million, or 32%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was primarily related to the addition of the Financial Technology segment in 2024.
Showing the first 40 of 107 passages. Open the source sections for the rest.
Reworded paragraphs (24)
Previous wording
The Company principally generates financial technology revenues from four 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.
Current wording
Credova principally generates BNPL revenue from five activities: sale of loan and lease contracts, interest earned on loans, rent payments on leased merchandise, retailer discounts, and origination fees paid by third parties 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
Previous wording
The Company principally generates revenue from four 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 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.
Current wording
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
General and administrative expenses consist primarily of personnel-related expenses for our finance, legal, human resources and administrative personnel, as well as the costs of information technology, professional services, insurance, travel, and other administrative expenses. We expect to continue incurring expenses associated with operating as a public company, including legal, audit, tax and accounting costs, investor relations costs, insurance premiums and compliance costs. As a result of cost-saving measures, we expect that general and administrative expenses will increase in absolute dollars in future periods but decline as a percentage of total revenue over time. Our inability to scale our expenses could negatively impact profitability.
Current wording
General and administrative expenses consist primarily of personnel-related expenses for our finance, legal, human resources and administrative personnel, as well as the costs of information technology, professional services, insurance, travel, and other administrative expenses. We expect to continue incurring expenses associated with operating as a public company, including legal, audit, tax and accounting costs, investor relations costs, insurance premiums and compliance costs. As a result of cost-saving measures and the reclassification of certain costs, we expect general and administrative expenses will decrease in absolute dollars in future periods and decline as a percentage of total revenue over time.
Previous wording
Sales and marketing expenses consist primarily of salaries, employee benefits, consultant fees, commissions, and direct marketing costs related to the promotion of PSQ’s platforms/solutions. As a result of cost-cutting efforts, we expect that sales and marketing expenses will remain steady in absolute dollars in future periods as we scale back paid marketing efforts and focus on monetizing current customer base, and decline as a percentage of total revenue over time. Our inability to scale our expenses could negatively impact profitability.
Current wording
Sales and marketing expenses consist primarily of salaries, employee benefits, consultant fees, commissions, and direct marketing costs related to the promotion of our platforms/solutions. As a result of reclassification of costs, we expect sales and marketing expenses will increase in absolute dollars and decline as a percentage of total revenue over time as we scale back paid marketing efforts and focus on monetizing our current customer base. Our inability to scale our expenses could negatively impact profitability.
Previous wording
Research and development expenses consist primarily of salaries, employee benefits and consultant fees related to our development activities to originate, develop, and enhance the Platform and build the PSQ Payments ecosystem. As this is a large focus of the Company, we expect that research and development expenses will increase in absolute dollars in future periods but decline as a percentage of total revenue over time.
Current wording
Research and development expenses consist primarily of salaries, employee benefits and consultant fees related to our development activities to originate, develop, and build our platforms. As a result of cost-cutting efforts, the Company expects research and development expenses will decrease in absolute dollars in future periods and decline as a percentage of total revenue over time.
Previous wording
Depreciation and amortization expense consists primarily of amortization of capitalized software development costs.
Current wording
Depreciation and amortization expense consists primarily of amortization of capitalized software development costs, intangible assets, depreciation of leased assets, office fixtures, and furniture.
Previous wording
Changes in the fair value of earn-out liabilities are recorded in the 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 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 liabilities at their fair values at each reporting period.
Previous wording
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification Topic, ASC 815-40, Derivatives and Hedging (“ASC 815-40”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for the Public Warrants (as defined in Note 13) and the Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the consolidated statements of operations. The Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price will be used as the fair value as of each relevant date.
Current wording
Changes in fair value of warrant liabilities are recorded in the consolidated statement of operations as the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. We record the warrant liabilities at their fair values at each reporting period.
Previous wording
In addition to revenue, net loss, and other results under U.S. GAAP, the following table sets forth key operating metrics we use to evaluate our Financial Technology segment. The information below represents proforma information as if the Credova Merger closed on January 1, 2023:
Current wording
In addition to revenue, net loss, and other results under U.S. GAAP, the following table sets forth key operating metrics we use to evaluate our Financial Technology segment. The information below represents proforma information for 2024 as if the Credova Merger closed on January 1, 2024:
Previous wording
For the years ended December 31, 2024 and 2023, GMV - Credit was $59.5 million and $60.8 million, respectively, which represented an approximate change of (2)%, as compared to the same period in 2023. The decrease in GMV - Credit for the year ended December 31, 2024 was primarily driven by a strategic shift in company resources to expand our new payment processing business.
Current wording
For the years ended December 31, 2025 and 2024, GMV – Credit was $48.9 million and $59.5 million, respectively, which represented an approximate reduction of 18%, as compared to the same period in 2024. The decrease in GMV – Credit for the year ended December 31, 2025 was primarily driven by a strategic shift in company resources to expand our new payment processing business. Our top five merchants and platform partners accounted for approximately 57% of total GMV – Credit in 2025, compared to 46% in 2024. GMV – Credit from our largest merchant represented 23% of total GMV – Credit in 2025, up from 17% 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
For the years ended December 31, 2024 and 2023, GMV - PSQ Payments was $10.6 million and zero, respectively, which represented an approximate change of 100%, as compared to the same period in 2023.
Current wording
For the years ended December 31, 2025 and 2024, GMV – PSQ Payments was $308.8 million and $10.6 million, respectively, which represented an approximate change of 2,816%, as compared to the same period in 2024.
Previous wording
As PSQ Payments is currently a nascent business and only a few merchants were actively processing through our solution, management believes 2024 GMV - Payments breakdown by merchant would not be beneficial to provide.
Current wording
Our top three merchants accounted for approximately 83% of total GMV – PSQ Payments in 2025, with our largest merchant representing 43% of total GMV – PSQ Payments. As PSQ Payments was a nascent business in 2024 and only a few merchants were actively processing through our solution, management believes 2024 GMV Payments breakdown by merchant is not beneficial to provide.
Previous wording
The following table sets forth our consolidated statement of operations for the years ended December 31, 2024 and 2023, and the dollar and percentage change between the two periods:
Current wording
The following table sets forth our consolidated statements of operations for the years ended December 31, 2025 and 2024, and the dollar and percentage change between the two periods:
Previous wording
Depreciation and amortization expense increased $0.8 million, or 33% for year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was primarily related to the amortization of capitalized software development costs.
Current wording
Depreciation and amortization expense increased $3.5 million, or 151% for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was primarily related to an increase in amortization of capitalized software development costs of $1.8 million and an increase in depreciation of leased assets of $1.6 million.
Previous wording
Changes in the fair value of earn-out liabilities decreased by $1.7 million for the year ended December 31, 2024, compared to the year ended December 31, 2023. The decrease was due to an increase in the fair value of the earn-out liabilities at the end of the reporting period.
Current wording
Changes in the fair value of earn-out liabilities increased by $0.6 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was due to a decrease in the fair value of the earn-out liabilities at the end of 2025, as compared to 2024.
Previous wording
Changes in the fair value of warrant liabilities increased by $1.3 million for the year ended December 31, 2024, compared to the year ended December 31, 2023. 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 the fair value of warrant liabilities increased by $9.0 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was due to a decrease in the fair value of the warrant liabilities at the end of 2025, as compared to 2024.
Previous wording
Interest expense, net increased by $2.1 million, or 1198%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. 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 $1.2 million, or 52%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was due to higher outstanding debt on the revolving line of credit for the year ended December 31, 2025 compared to the year ended December 31, 2024, along with a full year of interest paid on the convertible promissory notes.
Previous wording
As of December 31, 2024 and December 31, 2023, our cash and cash equivalents balance was $36.3 million, and $16.4 million, respectively. Cash and cash equivalents consist of interest-bearing deposit accounts managed by third-party financial institutions, and highly liquid investments with maturities of one year or less.
Current wording
As of December 31, 2025 and 2024, the Company had cash and cash equivalents, restricted cash, and cash and cash equivalents from discontinued operations of $16.1 million and $36.6 million, respectively. Cash and cash equivalents consist of interest-bearing deposit accounts managed by third-party financial institutions and highly liquid investments with original maturities of one year or less.
Previous wording
On December 5, 2024, PublicSquare announced it had closed a registered direct offering for the purchase and sale of an aggregate 7,813,931 shares of its Class A common stock at a purchase price per share of $4.63, for gross proceeds of approximately $36.2 million. PublicSquare will use the net proceeds from the offering for general corporate purposes, including working capital.
Current wording
In December 2025, the Company completed a registered direct offering for the purchase and sale of an aggregate of 1,800,000 Shares, Pre-Funded Warrants to purchase 5,018,184 shares of Class A Common Stock, and Common Warrants to purchase an aggregate of 8,522,730 shares of Class A Common Stock at a combined offering price of $1.10 per share, for gross proceeds of approximately $7.5 million. The net proceeds from this Offering are being used for general corporate purposes, including working capital and investment in the Company's FinTech operations.
Previous wording
Net cash used in operating activities for the year ended December 31, 2024 was $34.1 million compared to $25.8 million used in operating activities during the year ended December 31, 2023. The increase in cash used in operating activities was due to an overall increase in operating expenses, resulting in an increased operating loss of $16.4 million. Also, there was an increase in net cash used by operating assets and liabilities of $6.8 million. This was partially offset with a decrease in fair value of earn-out liabilities of $1.7 million, an increase in non-cash expenses of $0.8 million for depreciation and amortization and share-based compensation of $14.0 million.
Current wording
Net cash used in operating activities for the year ended December 31, 2025 was $19.9 million compared to $34.1 million during the year ended December 31, 2024. The decrease in net cash used in operating activities was due primarily to a decrease of $21.1 million in net loss and an increase in the net cash used by operating assets and liabilities of $5.9 million, partially offset by a decrease in fair value of warrant liabilities of $9.0 million, and a decrease of $3.8 million in non-cash related expenses.
Previous wording
Net cash used in investing activities for the year ended December 31, 2024 was $3.0 million, a decrease of $0.3 million from cash used in investing activities of $3.3 million for the year ended December 31, 2023. Cash used by investing activities for the year ended December 31, 2024 primarily related to $3.7 million of software development costs partially offset by $0.5 million net loans held for investment.
Current wording
Net cash used in investing activities for the year ended December 31, 2025 was $10.5 million, an increase of $7.5 million from cash used in investing activities of $3.0 million for the year ended December 31, 2024. Net cash used in investing activities for the year ended December 31, 2025 primarily related to $3.8 million of net decrease in loans held for investment, $3.3 million of additions to lease merchandise, $2.9 million of software development costs, and $0.5 million of licensing purchases. Net cash used in investing activities for the year ended December 31, 2024 primarily related to $3.7 million of software development costs partially offset by an increase of $0.5 million of net loans held for investment.
Previous wording
Net cash provided by financing activities for year ended December 31, 2024 was $57.3 million compared to $43.2 million provided by financing activities for the year ended December 31, 2023. The increase was primarily due to $39.3 million of proceeds from the issuance of common stock, $20.0 million of proceeds from the issuance of convertible note payable, partially offset by repayments on the line of credit of $8.6 million in 2024, compared to $22.5 million of proceeds from the issuance of convertible note payable, $18.1 million of proceeds from the reverse recapitalization and $2.6 million of proceeds from the issuance of common stock in 2023.
Current wording
Net cash provided by financing activities for the year ended December 31, 2025 was $10.0 million compared to $57.3 million net cash provided by financing activities for the year ended December 31, 2024. The decrease was primarily due to a decrease of $31.7 million of net proceeds from the issuance of common stock, net of issuance costs, a decrease of $20.0 million of proceeds from the issuance of convertible notes payable, and an increase of $0.4 million related to taxes paid on vesting of employee RSUs, partially offset by a an increase of $6.7 million in proceeds from issuances of common stock and pre-funded warrants, net and a net increase of $3.9 million in the revolving line of credit balance.
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 consolidated financial statements for the years ended December 31, 2024 and 2023 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 — Summary of Significant Accounting Policies to our consolidated financial statements for the years ended December 31, 2025 and 2024 included elsewhere in this report.
Previous wording
Additionally, PublicSquare is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. PublicSquare will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of common stock held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter (if PublicSquare’s annual revenues exceeded $100 million during such completed fiscal year), or (ii) The market value of common stock held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter (if PublicSquare’s annual revenues did not exceed $100 million during such completed fiscal year). To the extent PublicSquare takes advantage of such reduced disclosure obligations, it may also make comparison of its financial statements with other public companies difficult or impossible.
Current wording
Additionally, the Company is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Company will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of common stock held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter (if the Company’s annual revenues exceeded $100 million during the preceding completed fiscal year), or (ii) the market value of common stock held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter. Because the Company takes advantage of such reduced disclosure obligations, it may also make comparison of its financial statements with other public companies difficult or impossible.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
Changes in the fair value of warrant liabilities are recorded in the 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 report — wording carried elsewhere
Other income, net changed by an insignificant amount for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Previous report — wording carried elsewhere
On December 5, 2024, the Company closed a registered direct offering for the purchase and sale of an aggregate 7,813,931 shares of its Class A common stock at a purchase price per share of $4.63, for gross proceeds of approximately $36.2 million.
Previous report — wording carried elsewhere
Implications of being a Smaller Reporting Company