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What changed in PSQ Holdings, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of PSQ Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+449 added−768 removedSource: 10-K (2026-03-17) vs 10-K (2025-03-13)

Top changes in PSQ Holdings, Inc.'s 2025 10-K

449 paragraphs added · 768 removed · 220 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeCredova’s merchants operate in a complex regulatory and legal environment that could negatively impact the demand for their products and expose the merchants to compliance and litigation risks, which could decrease transaction volume and ultimately affect Credova’s operations and financial results. These laws may change, sometimes significantly, as a result of political, economic or social events.
Biggest changeRecently, some of Credova’s competitors in the “Buy Now, Pay Later” space are subject to ongoing class action litigation, including allegations of unfair business and deceptive practices. 9 Table of Contents The Company's merchants operate in a complex regulatory and legal environment that could negatively impact the demand for their products and expose the merchants to compliance and litigation risks, which could decrease transaction volume and ultimately affect our operations and financial results.
In connection with the Merger, each share of Credova was converted into the right to receive newly-issued shares of our Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), delivered to the Credova stockholders at the Credova Closing (“Credova Stockholders”).
In connection with the Credova Merger, each share of Credova was converted into the right to receive newly-issued shares of our Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), delivered to the Credova stockholders at the Credova Closing (“Credova Stockholders”).
We compete with all of these companies to attract, engage, and retain merchants and consumers interested in our products and services. While the products and services offered by Credova and PSQ Payments are similar to our competitors, our experience in traditionally underserved markets with complex regulatory regimes are what set us apart.
We compete with all of these companies to attract, engage, and retain merchants and consumers interested in our products and services. While the products and services offered by Credova and PSQ Payments are similar to our competitors, we believe our experience in traditionally underserved markets with complex regulatory regimes are what set us apart.
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.
As consideration for the Credova 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”) were placed in an escrow account for indemnity claims made under the Credova Merger Agreement.
(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”).
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”).
The Platform facilitates online payments, including subscription fees, and therefore we will be subject to a variety of laws governing online transactions, payment card transactions and the automatic renewal of online agreements. In the U.S., these matters are regulated by, among other things, the federal Restore Online Shoppers Confidence Act (“ROSCA”) and various state laws.
The FinTech Platform facilitates online payments, including subscription fees, and therefore we are subject to a variety of laws governing online transactions, payment card transactions and the automatic renewal of online agreements. In the U.S., these matters are regulated by, among other things, the federal Restore Online Shoppers Confidence Act (“ROSCA”) and various state laws.
Some of the federal, state or local laws and regulations that affect Credova’s merchants include, but are not limited to: • federal, state or local laws and regulations or executive orders that prohibit or limit the sale of certain items offered by Credova’s merchants, such as firearms, black powder firearms, ammunition, bows, knives and similar products; • the Bureau of Alcohol, Tobacco, Firearms and Explosives, or the ATF, regulations, audit and regulatory policies that impact the process by which Credova’s merchants sell firearms and ammunition and similar policies of state agencies that have concurrent jurisdiction, such as the California Department of Justice; 14 Table of Contents • laws and regulations governing hunting and fishing; • laws and regulations relating to consumer products, product liability or consumer protection, including regulation by the Consumer Product Safety Commission, the Consumer Financial Protection Bureau, and similar state regulatory agencies; • laws and regulations relating to the manner in which Credova’s merchants advertise, market or sell their products; • U.S. customs laws and regulations pertaining to proper item classification, quotas and the payment of duties and tariffs; and • Federal Trade Commission, or FTC, regulations governing the manner in which orders may be solicited and prescribing other obligations in fulfilling orders and consummating sales.
Some of the federal, state or local laws and regulations that affect our merchants include, but are not limited to: • federal, state or local laws and regulations or executive orders that prohibit or limit the sale of certain items offered by Credova’s merchants, such as firearms, black powder firearms, ammunition, bows, knives and similar products; • the Bureau of Alcohol, Tobacco, Firearms and Explosives (the "ATF"), regulations, audit and regulatory policies that impact the process by which Credova’s merchants sell firearms and ammunition and similar policies of state agencies that have concurrent jurisdiction, such as the California Department of Justice; • laws and regulations governing hunting and fishing; • laws and regulations relating to consumer products, product liability or consumer protection, including regulation by the Consumer Product Safety Commission, the CFPB, and similar state regulatory agencies; • laws and regulations relating to the manner in which Credova’s merchants advertise, market or sell their products; • U.S. customs laws and regulations pertaining to proper item classification, quotas and the payment of duties and tariffs; and • FTC regulations governing the manner in which orders may be solicited and prescribing other obligations in fulfilling orders and consummating sales.
Credova has developed and maintains a point-of-sale financing platform providing buy now pay later solutions to merchants operating both brick and mortar retail locations, as well as through an integrated API and e-commerce plugin solutions.
Credova has developed and maintains a point-of-sale financing platform providing “Buy Now, Pay Later” solutions to merchants operating both brick and mortar retail locations, as well as through an integrated API and e-commerce plugin solutions.
Credova competes with numerous buy now pay later services including Affirm, Sezzle, Klarna, and others to attract merchant partners and consumers to use our services. PSQ Payments competes with payments processors offering services to merchants, including Stripe, Elavon, PayPal, and Fortis, to name a few.
Credova competes with numerous “Buy Now, Pay Later” services including Affirm, Sezzle, Klarna, and others to attract merchant partners and consumers to use our services. PSQ Payments competes with payments processors offering services to merchants, including Stripe, Elavon, PayPal, and Fortis, to name a few.
In addition, a number of participants in the consumer finance industry have been and are the subject of putative class action lawsuits; state attorney general actions and other state regulatory actions; federal regulatory enforcement actions, including actions relating to alleged UDAAP; violations of state licensing and lending laws, including state interest rate limits; actions alleging discrimination on the basis of race, ethnicity, gender, or other prohibited bases; and allegations of noncompliance with various state and federal laws and regulations relating to originating and servicing consumer finance loans.
In addition, a number of participants in the consumer finance industry have been and are the subject of putative class action lawsuits; state attorney general actions and other state regulatory actions; federal regulatory enforcement actions, including actions relating to alleged unfair, deceptive or abusive acts or practices (“UDAAP”); violations of state licensing and lending laws, including state interest rate limits; actions alleging discrimination on the basis of race, ethnicity, gender, or other prohibited bases; and allegations of noncompliance with various state and federal laws and regulations relating to originating and servicing consumer finance loans.
Credova has certain state lending licenses and other licenses, which subject Credova to supervisory oversight from these licensing authorities, including periodic examinations. Credova’s business is also generally subject to investigation by regulators and enforcement agencies, regardless of whether Credova has a license from such authorities. These regulators and enforcement agencies may receive complaints about us.
Credova has certain state lending licenses and other licenses, which subject Credova to supervisory oversight from these licensing authorities, including periodic examinations. Credova’s business is also generally subject to investigation by regulators and enforcement agencies, regardless of whether Credova has a license from such authorities.
Pursuant to the Credova Merger Agreement, on March 13, 2024, the transactions which are the subject of the Credova Merger Agreement were consummated (the “Credova Closing”) and Credova Merger Sub merged with and into Credova (the “Merger”), with Credova surviving as a wholly-owned subsidiary of PublicSquare.
Pursuant to the Credova Merger Agreement, on March 13, 2024, the transactions which are the subject of the Credova Merger Agreement were consummated (the “Credova Closing”) and Credova Merger Sub merged with and into Credova (the “Credova Merger”), with Credova surviving as a wholly-owned subsidiary of PSQ Holdings, Inc.
Through the platform and integrated API solution, merchants using Credova solutions are able to offer their consumers a network of financing solutions for their purchases, allowing them to select from a variety of financing options during the purchase process. The FinTech segment has also developed a proprietary gateway.
Through the platform and integrated API solution, merchants using Credova solutions are able to offer their consumers a network of financing solutions for their purchases, allowing them to select from a variety of financing options during the purchase process.
See “Risk Factors — Compliance obligations imposed by new privacy laws, laws regulating social media platforms and online speech in the U.S., or industry practices may adversely affect our business .” 12 Table of Contents In the ordinary course of our business, we may process a significant volume of personal information and other regulated information from our users, employees and other third parties.
See the section titled “Risk Factors — We are or may be subject to numerous risks relating to the need to comply with data and information privacy laws .” and — "Compliance obligations imposed by new privacy laws, laws regulating social media platforms and online speech in the U.S., or industry practices may adversely affect our business .” 8 Table of Contents In the ordinary course of our business, we may process a significant volume of personal information and other regulated information from our users, employees and other third parties.
Item 1. Business Unless the context otherwise requires, throughout this Annual Report on Form 10-K, the words “PSQ,” “PSQH,” “PublicSquare,” “we,” “us,” the “registrant” or the “Company” refer to PSQ Holdings, Inc. and its subsidiaries (as applicable). On February 23, 2023, PublicSquare completed a stock-for-stock transaction to purchase 100% of the outstanding shares of EveryLife, Inc.
Item 1. Business Unless the context otherwise requires, throughout this Annual Report on Form 10-K, the words “PSQH,” “we,” “us,” the “registrant” or the “Company” refer to PSQ Holdings, Inc. and its subsidiaries (as applicable). On February 23, 2023, PSQ Holdings, Inc. (now PublicSq.
PSQ Payments has also built a merchant portal with dashboards displaying transaction data for merchants to use in connection with the services. Additionally, PSQ Payments has developed integrations with many of the most popular SaaS platforms, including Magento, WooCommerce, and more. Finally, PSQ Payments has created an onboarding and underwriting flow to assist and facilitate merchant approvals with processors.
Additionally, PSQ Payments has developed integrations with many of the most popular SaaS platforms, including Shopify, Magento, WooCommerce, and more. Finally, PSQ Payments has created an onboarding and underwriting flow to assist and facilitate merchant approvals with processors.
At the closing of the Business Combination (the “Closing”), Colombier changed its name to “PSQ Holdings, Inc.” On March 13, 2024, we entered into an agreement and plan of merger (the “Credova Merger Agreement”) with Cello Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary (“Credova Merger Sub”), Credova Holdings, Inc., a Delaware corporation (“Credova”), and Samuel L.
On March 13, 2024, we entered into an agreement and plan of merger (the “Credova Merger Agreement”) with Cello Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary (“Credova Merger Sub”), Credova Holdings, Inc., a Delaware corporation (“Credova”), and Samuel L. Paul, in the capacity as the Seller Representative in accordance with the terms of the Credova Merger Agreement.
PSQ Payments provides products and services that enable a payment processing solution for its Merchant customers across their e-commerce landscape. It has developed a merchant gateway that securely collects data, including merchant data, in a secure tokenized vault and seamlessly integrates with a processor to enable merchants to successfully complete consumer payments.
It has developed a merchant gateway that securely collects data, including merchant data, in a secure tokenized vault and seamlessly integrates with a processor to enable merchants to successfully complete consumer payments. PSQ Payments has also built a merchant portal with dashboards displaying transaction data for merchants to use in connection with the services.
(“EveryLife”), a Delaware corporation, in exchange for 1,071,229 shares of common stock, par value $0.001 per share, of Private PSQ. On July 19, 2023 (the “Closing Date”), we consummated the transactions contemplated by that Agreement and Plan of Merger, dated as of February 27, 2023 (the “Merger Agreement”), each by and among PublicSq. Inc.
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.
Credova’s proprietary software and application offers consumers a near frictionless application process with high-quality security to protect the consumer’s information. Financing products are facilitated and signed through Credova’s internet-based platform and closed and funded by Credova or a Financing Partner. Credova relies on a third-party servicer to service its financing products.
Financing products are facilitated and signed through Credova’s internet-based platform and closed and funded by Credova or a financing partner. Credova relies on a third-party servicer to service its financing products. Credova seeks to comply with all applicable state and federal statutes and regulations.
The intended market includes consumers making purchases from retailers with a focus on those in the outdoor recreation industry and others. The creditworthiness of consumers is largely determined based on credit scores provided by national credit reporting agencies and other proprietary underwriting criteria.
The intended market includes consumers making purchases from retailers with a focus on those shopping in the outdoor recreation industry and others.
Credova cannot assure you that it will be successful in obtaining state licenses in other states or that Credova has not yet been required to apply for. The application of some consumer financial licensing laws to Credova’s platform and the related activities it performs is unclear. In addition, state licensing requirements may evolve over time.
Credova cannot assure you that it will be successful in obtaining state licenses in other states or that Credova has not yet been required to apply for.
Furthermore, certain states and localities have also adopted laws requiring licensing, registration, notice filing, or other approval for consumer debt collection or servicing, and/or purchasing or selling consumer loans. Credova has obtained lending licenses or made applicable notice filings in certain states, and may in the future pursue obtaining additional licenses or making additional notice filings.
Certain states have adopted laws regulating and requiring licensing, registration, notice filing, or other approval by parties that engage in certain activity regarding consumer finance transactions. Furthermore, certain states and localities have also adopted laws requiring licensing, registration, notice filing, or other approval for consumer debt collection or servicing, and/or purchasing or selling consumer loans.
Intellectual Property Our intellectual property includes trademarks, copyrights and trade secrets. In addition, the PSQ Platform and Credova Platform are powered by proprietary technology and certain open-source software.
Product development is informed by performance data, regulatory requirements, and customer needs, with a focus on maintaining platform stability and scalability. 7 Table of Contents Intellectual Property Our intellectual property includes trademarks, copyrights and trade secrets. In addition, the FinTech Platform is powered by proprietary technology and certain open-source software.
Credova intends to comply with all applicable state and federal statutes and regulations. Credova has adopted rigorous compliance policies and procedures, engages in regular internal and external audits of its practices, and has implemented a schedule of continuous learning and training for its employees.
Credova has adopted rigorous compliance policies and procedures, engages in regular internal and external audits of its practices, and has implemented a schedule of continuous learning and training for its employees. 3 Table of Contents PSQ Payments provides products and services that enable a payment processing solution for its merchant customers across their e-commerce landscape.
This gateway is used to onboard and support merchant onboarding for payment processing as well as to support the merchant experience. The services and products offered by Credova promote convenience in the borrowing community by providing interest bearing and non-interest bearing financial products that cover the majority of the credit spectrum.
The services and products offered by Credova promote convenience in the borrowing community by providing interest bearing and non-interest-bearing financial products that cover the majority of the credit spectrum. Credova’s proprietary software and application offers consumers a near-frictionless application process with high-quality security to protect the consumer’s information.
Many traditional payment processors categorize certain industries—including shooting sports and firearms retailers—as high risk, leading to higher fees, stricter underwriting, and frequent account terminations. Businesses in sectors like hunting, fishing, firearms, and adventure tourism often turn to specialized payment processors that offer tailored solutions, including chargeback protection, risk assessment tools, and compliance support.
Businesses in sectors like hunting, fishing, firearms, and adventure tourism often turn to specialized payment processors that offer tailored solutions, including chargeback protection, risk assessment tools, and compliance support. As digital payments become more prevalent in these markets, providers must balance fraud prevention with customer convenience while navigating complex legal and financial landscapes.
The need for payments processing services is ubiquitous—merchants need a way to securely accept payments from consumers in order to confidently complete transactions. Regardless of industry, merchants and consumers expect seamless, mobile-friendly, and secure transactions when booking trips, purchasing gear, or subscribing to memberships.
The creditworthiness of consumers is largely determined based on credit scores provided by national credit reporting agencies and other proprietary underwriting criteria. 4 Table of Contents The need for payments processing services is ubiquitous—merchants need a way to securely accept payments from consumers in order to confidently complete transactions.
Assuming they are not subject to indemnity claims, the Escrow Shares remaining in escrow upon the 12-month anniversary of the Credova Closing will be released and distributed pro rata to the former stockholders of Credova. Our Business PublicSquare is a technology-enabled Marketplace & Payments ecosystem that serves an audience of consumers and merchants who value life, family, and liberty.
The Escrow Shares remaining in escrow upon the 12-month anniversary of the Credova Closing were released and distributed pro rata to the former stockholders of Credova.
Government Regulation Related to Credova’s Business Credova is subject to a range of state and federal laws and regulations concerning consumer finance that change periodically.
Certain state laws also require specific disclosures regarding renewal terms and cancellation, and may impose additional requirements regarding purchase acknowledgements, renewal reminders, and the manner in which cancellation must be offered. Credova is subject to a range of state and federal laws and regulations concerning consumer finance that change periodically.
The Financial Technology ("FinTech") segment comprises Credova, a "Buy Now Pay Later" company focused on the outdoors & shooting sports industry, and PSQ Payments, a "cancel-proof" payments processing company. Our Values We are passionate about our mission and that passion guides everything we do. We are driven to transform the United States, for the better, through the power of commerce.
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. Our Business PSQ Holdings, Inc. is a payments and financial infrastructure company.
Credova's offerings include: • Merchant-originated products • Bank Partner-originated closed-end installment loans • Credova-originated loan products • Zero-interest installment products ("Pay-in-4") PSQ Payment's offerings include: • Merchant Gateway • Merchant support platform 7 Table of Contents Customers and Markets Credova’s services allow merchants to offer point of sale financing options for the purchase of consumer goods online and in store.
Credova's offerings include: • Merchant-originated products • Closed-end installment loans originated by Credova's bank partners • Credova-originated loan products • Zero-interest installment products ("Pay-in-4") • Leased merchandise PSQ Payment's offerings include: • Merchant Gateway • Merchant support platform PSQ Impact's offerings include: • Fundraising and donation processing platform • Data management • Analytical tools Customers and Markets PSQH serves a total addressable market that extends beyond specific commerce verticals.
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Paul, in the capacity as the Seller Representative in accordance with the terms of the Credova Merger Agreement.
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Inc., a wholly owned subsidiary of the Company) (“Private PSQ”) 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.
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PublicSquare operates under three segments: Marketplace, Brands, and Financial Technology. The primary mission of the Marketplace segment is to help consumers put purpose behind their purchases by shopping with thousands of small businesses that prioritize quality products and services and traditional American values.
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At the closing of the Business Combination (the “Closing”), Colombier changed its name to “PSQ Holdings, Inc.” Colombier was incorporated in the State of Delaware in February 2021.
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PublicSquare leverages data and insights from the Marketplace to assess its customers’ and merchants' needs and provide a suite of wholly-owned Financial Technology services and wholly-owned direct-to-consumer ("D2C") products. The Brands segment includes EveryLife, a premium D2C life-affirming baby products company.
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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 its plan to monetize the Brands segment through the sale of EveryLife and its Marketplace segment through a sale or by strategically repurposing its intellectual property ("IP") to enhance its Financial Technology offerings.
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We as a company embrace and promote five core values that differentiate us greatly from our competitors.
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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.
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These five values are: • We are united in our commitment to freedom and truth — that’s what makes us Americans. • We will always protect the family unit and celebrate the sanctity of every life. • We believe small businesses and the communities who support them are the backbone of our economy. 1 Table of Contents • We believe in the greatness of this Nation and will always fight to defend it. • Our Constitution is non-negotiable — government isn’t the source of our rights, so it can’t take them away.
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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.
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These five core values are the foundation of our Company’s vision, which connects the consumers and merchants who use our services to promote their voice through their purchasing power, or "vote with their wallets." 2 Table of Contents Our Business Model The Company's operations comprise three operating segments: Marketplace, Brands, and Financial Technology, summaries of which are below.
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As of December 31, 2025, the Company continues to actively pursue the monetization of the Brands segment. As of December 31, 2025, PSQ Holdings, Inc. operates under one reportable segment: Financial Technology ("Financial Technology" or "FinTech").
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Marketplace The PSQ Marketplace (the "Platform") is our primary customer and merchant acquisition tool. The Platform is free to use for shoppers, who can utilize the Platform to search and shop from quality American small businesses, both locally and across the country. These values-aligned businesses include e-commerce merchants, restaurants, banks, and other service providers.
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The Company builds and operates financial infrastructure in highly regulated environments for industries underserved by traditional financial institutions. 1 Table of Contents Our Guiding Principles We are passionate about moving money for businesses, campaigns, and non-profits that depend on compliant payment solutions. • Voluntary Exchange: We power lawful commerce between consenting parties.
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The Merchants on our platform can list their businesses at no cost, are charged transaction fees when shoppers purchase their products through our Marketplace, and can choose to conduct paid advertising on the platform to increase their exposure to our customers.
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Our role is not to arbitrate transactions, but to ensure customers can transact efficiently, transparently, and without obstruction. • Money in Motion: Capital is the lifeblood of enterprise.
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The PSQ platform can be accessed through two primary means: • Mobile application — Available for both iOS and Android-based devices. • Web — Via web browser at PublicSquare.com. Business owners from a wide variety of industries, offering a myriad of products and services, can host their business listing on the Platform directory at no cost.
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We build infrastructure that simplifies settlement, expands access to liquidity, and accelerates the path to greater scale. • No Gatekeepers: Highly regulated and politically disfavored industries are often excluded from modern financial tools. We offer resilient rails that maintain compliance and institutional discipline. • Decentralized Control: Payments technology must increase control - not centralize it.
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Shoppers using the Platform can then find and patronize these small businesses. Shoppers are able to review our mission and values on the Platform. By accepting our terms and conditions, businesses confirm that they have reviewed our core values and that they will respect them in their operations. Requiring confirmation helps ensure mutual trust and shopper satisfaction.
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We design systems that respect ownership of funds, data, and customer relationships with less reliance on legacy intermediaries. • Trust Economy: Operating in high-risk environments requires precision.
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For shoppers, our user-friendly app provides different tabs where they can find both local and online businesses. The Platform groups products and services into categories including but not limited to: personal care, food, baby & kids, apparel, and sports.
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We establish trust through disciplined underwriting, transparent pricing, regulatory rigor, and white-glove service. 2 Table of Contents Our Business Model PSQ Holdings, Inc. is building a fully integrated financial ecosystem that spans payments, credit, and the movement of funds. In 2025, we brought together the core pillars of our business—credit, payment processing, and fundraising—to create one dynamic platform (the "Platform").
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Each business listing provides information about the business, such as its location, a description of services and/or products provided, and, in many cases, contact information and an exclusive promo code, if applicable. Shoppers are able to purchase products, bookmark favorite businesses, and share business listings.
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We combine values alignment, merchant-first relationships, and fintech innovation into one platform. By owning the commerce rails, we seek to create sticky adoption, pricing power, and a moat that positions PSQH to lead the shift from legacy finance. Financial Technology Financial Technology consists of PSQ Payments, Credova and PSQ Impact.
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A link to each business’ website, when available, is also provided if the business is not integrated with e-commerce.
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PSQ Payments is a leading integrated merchant services solution that facilitates debit card, credit card, and automatic clearing house ("ACH") payments, helping merchants process transactions efficiently and reliably.
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Our Platform has a number of material differentiators that customers are drawn to, including but not limited to: our focus on providing shoppers options to purchase locally-sourced foods, Made in the USA goods, quality products from small businesses you won't find on Amazon or any other major retailer, and health-conscious, non-toxic products.
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Credova offers a proprietary retail finance platform and related application programming interfaces (“APIs”) through which Credova is able to offer products in five main categories: (i) merchant-originated products; (ii) closed-end installment loans originated by Credova's bank partners; (iii) Credova-originated loan products; (iv) zero-interest installment products, referred to as “Pay-in-4” and (v) leased merchandise.
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Revenues E-Commerce Commissions — E-commerce capabilities launched on the Platform in November 2023, providing multi-merchant cart and checkout capabilities to the PSQ Platform community. The Platform allows shoppers to purchase products provided by commerce-integrated businesses directly on the Platform, from which we collect transaction fees, ranging on average from 8% - 15% of the sale price, depending on the industry.
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Credova offers coverage of the full credit spectrum, allowing our merchant customers a wider consumer pool. Together, PSQ Payments and Credova provide a seamless, unified checkout solution that empowers merchant customers to grow their business in a safe, secure, and reliable environment, where transactions are protected and powered by freedom.
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Advertising Revenue — We migrated our existing advertising products onto a newly launched Cost per Mille ("CPM") advertising product on the Platform in July 2024.
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By bundling multiple payment types, PSQ Holdings, Inc. offers multiple systems redundancies and sponsor banks, translating to peace of mind and improved economics for our merchant customers, regardless of business industry. PSQ Impact is a next-generation, low-fee fundraising and payments platform designed to provide modern technology, secure infrastructure, and operational efficiency to political campaigns and values-aligned nonprofit organizations.
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This new Product allows our business owners to deliver more effective ads to consumers within a budget of their choosing, provides greater retention of advertisers, and has allowed us to expand the amount of businesses we work with per category through the fine-tuned expansion of inventory.
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The platform leverages our PSQ Payments technology to support fundraising campaigns, donations, and charitable contributions, enabling donors to maximize the impact of their contributions through lower processing fees.
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We also sell advertising placements within our shopper-focused emails to our business owner base at various price points, depending on the merchant's desired exposure.
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PSQ Impact enhances donor data privacy by facilitating a direct relationship between donors and the campaigns or causes they support, and offers additional payment capabilities, including cryptocurrency donations and digital wallet acceptance (such as Apple Pay and Google Pay).
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Competition We compete with, among other businesses, traditional multi-vendor marketplaces like Amazon or Etsy, business directories like Yelp, and online household essentials sites like Melaleuca or Thrive Market, as well as a few smaller competitors who also position themselves as values-based platforms. 3 Table of Contents Marketing Strategy To date, a majority of our Platform marketing and advertising activity has focused on our Ambassador Program, earned media exposure, social media exposure, organic growth, and guerrilla marketing (creating viral videos to capitalize on current events, engaging with content creators through superchats, press campaigns to support local businesses, and culturally relevant product drops).
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In addition, PSQ Impact provides campaigns, committees, agencies, and non-profits with a resilient, cancel-resistant payments infrastructure designed to protect uninterrupted fundraising operations. The platform also offers AI-powered tools and analytics that deliver automated reporting and real-time performance insights, enabling organizations to monitor fundraising activity and optimize campaign effectiveness.
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To a lesser extent, we also have prioritized digital advertising on platforms such as Rumble and Meta, and advertising on shows such as Allie Stuckey’s “Relatable”, The “Charlie Kirk Show”, Steve Bannon’s “War Room”, and others.
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PSQ Impact provides an integrated suite of payment processing, fundraising, data management, and analytics tools intended to support campaigns, committees, and values-aligned nonprofit organizations, allowing them to solicit, process, and manage contributions efficiently and securely. PSQ Impact enables the campaigns or organizations to accept and process contributions through our proprietary payments infrastructure, PSQ Payments.
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Product & Service Development Since our inception, we have focused on continuous improvement of the Platform and user experience, with our product and engineering teams focused on efficiency and speed of service for both shopper and business owner. Using proprietary technology, we surface relevant businesses and their products, driving discovery for our shopper base.
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The platform supports a range of contribution types and payment methods, including credit and debit cards, digital wallets (such as Apple Pay and Google Pay), and cryptocurrency donations. By operating a vertically integrated payments stack, the Company seeks to reduce reliance on third-party processors and provide greater continuity and control over transaction processing.
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We also are beginning to leverage Artificial Intelligence in the search and discovery process, which will enhance personalization and efficacy in the merchandising search results.
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Additionally, PSQ Impact provides data management functionality that facilitates direct data relationships between donors and the campaigns or organizations they support. The platform is designed to allow campaigns or organizations to retain access to and control over donor information generated through fundraising activities, subject to applicable laws and regulations, and to reduce reliance on shared or third-party fundraising data ecosystems.
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Team The team is composed of experts with decades of experience at companies like Target, Amazon, Best Buy, and Yelp, building out the Platform and supporting services to support the needs of our shoppers and small businesses. Brands EveryLife is a direct-to-consumer baby care company founded in 2023 with a mission to provide premium products for every miraculous life.
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Being a champion for financial liberty means providing products to support those who have been ignored, discriminated against, de-platformed, and de-banked. Credova’s services allow merchants to offer point of sale financing options for the purchase of consumer goods online and in store.
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EveryLife believes that every baby is a gift from God and deserves love, protection, and celebration. EveryLife is committed to its core values, ensuring excellence in product quality, and demonstrating generosity by donating diapers and wipes to moms in need (via its unique "Buy For a Cause" program).
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Regardless of industry, merchants and consumers expect seamless, mobile-friendly, and secure transactions when booking trips, purchasing gear, or subscribing to memberships. Many traditional payment processors categorize certain industries—including shooting sports and firearms retailers—as high risk, leading to higher fees, stricter underwriting, and frequent account terminations.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf some investors find those securities less attractive as a result of its reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile. 63 Table of Contents Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
Biggest changeIf some investors find those securities less attractive as a result of its reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, the amount of benefits from our NOL carryforwards may be impaired or limited if we incur a cumulative ownership change of more than 50% over a three-year period.
In addition, under Section 382 of the Internal Revenue Code of 1986, as amended ("Section 382"), the amount of benefits from our NOL carryforwards may be impaired or limited if we incur a cumulative ownership change of more than 50% over a three-year period.
In addition, it may be become more difficult to distinguish Credova’s platform, and products and services, from those of its competitors.
In addition, it may be become more difficult to distinguish Credova’s platform, products and services, from those of its competitors.
If Credova is unable to successfully compete, the demand for Credova’s platform and products could stagnate or substantially decline, and Credova could fail to retain or grow the number of consumers or merchants using its platform, which would reduce the attractiveness of its platform to other consumers and merchants, and which would materially and adversely affect Credova’s business, results of operations, financial condition, and prospects.
If Credova is unable to successfully compete, the demand for Credova’s platform and products could stagnate or substantially decline, and Credova could fail to retain or grow the number of consumers or merchants using its platform, which would reduce the attractiveness of its platform to other consumers and merchants, and materially and adversely affect Credova’s business, results of operations, financial condition, and prospects.
Risks Related to Credova’s Financing Program Consumers may not view or treat their BNPL product loans as having the same significance as other obligations, and the loans facilitated through Credova’s platform are not secured, guaranteed, or insured and involve a high degree of financial risk.
Risks Related to Credova’s Financing Program Consumers may not view or treat their BNPL product loans as having the same significance as other financial obligations, and the loans facilitated through Credova’s platform are not secured, guaranteed, or insured and involve a high degree of financial risk.
We will remain an emerging growth company until the earliest of: (i) the last day of the fiscal year following the fifth anniversary of the closing of our IPO, (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion; (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Class A Common Stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year; or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
We will remain an emerging growth company until the earliest of: (i) the last day of the fiscal year following the fifth anniversary of the closing of our IPO, (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion; (iii) the date on which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Class A Common Stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year; or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
We rely on various information technology systems, including our licensed Sage-Intacct enterprise resource planning (“ERP”) system to manage our operations, which subjects us to inherent costs and risks associated with maintaining, upgrading, replacing and changing systems, including impairment of our information technology, potential disruption of our internal control systems, substantial capital expenditures, demands on management time, adequate training and other risks of delays or difficulties in upgrading, transitioning to new systems or of integrating adjoining systems to our current systems.
We rely on various information technology systems, including our licensed Sage-Intacct enterprise resource planning system to manage our operations, which subjects us to inherent costs and risks associated with maintaining, upgrading, replacing and changing systems, including impairment of our information technology, potential disruption of our internal control systems, substantial capital expenditures, demands on management time, adequate training and other risks of delays or difficulties in upgrading, transitioning to new systems or of integrating adjoining systems to our current systems.
Credova may also incur significant costs and loss of operational resources in connection with remediating, investigating, mitigating, or eliminating the causes of security breaches, cyberattacks, or similar disruptions after they have occurred, and particularly given the evolving nature of these risks, Credova’s incident response, disaster recovery, and business continuity planning may not sufficiently address all of these eventualities.
Credova may also incur significant costs and loss of operational resources in connection with remediating, investigating, mitigating, or eliminating the causes of security breaches, cyberattacks, or similar disruptions after they have occurred, and particularly given the evolving nature of these risks, Credova’s incident response, disaster recovery, and business continuity planning may not sufficiently address all of these risks.
The occurrence of one or more natural disasters, including and not limited to tornadoes, hurricanes, fires, floods and earthquakes, unusual weather conditions, pandemics and endemic outbreaks, terrorist attacks or disruptive political events in certain regions where our facilities are located, or where our third-party contractors’ and suppliers’ facilities are located, could adversely affect our business.
The occurrence of one or more natural disasters, including but not limited to tornadoes, hurricanes, fires, floods and earthquakes, unusual weather conditions, pandemics and endemic outbreaks, terrorist attacks or disruptive political events in certain regions where our facilities are located, or where our third-party contractors’ and suppliers’ facilities are located, could adversely affect our business.
Subject to the terms and conditions set forth in the Merger Agreement, holders of Private PSQ’s common stock prior to the Closing Date and certain executive officers, employees and service providers (collectively, the “Participating Equityholders”) are entitled to receive their pro rata portion of up to 3,000,000 shares of Class A Common Stock that may be issued by the Company to Participating Equityholders upon achievement of certain trading price-based targets for the Class A Common Stock following Closing (the “Earnout Shares”) (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing Date, including to account for any equity securities into which such shares are exchanged or converted) as additional consideration based on the performance of the Class A Common Stock during the five (5) year period after the Closing Date (the “Earnout Period”), as set forth below upon satisfaction of any of the following conditions: • in the event that, and upon the date during the Earnout Period on which, the volume-weighted average trading price of the Class A Common Stock quoted on the NYSE (or such other exchange on which our Class A Common Stock is then listed) for any twenty (20) trading days within any thirty (30) consecutive trading day period (the “Earnout Trading Price”) is greater than or equal to $12.50 (“Triggering Event I”), the Participating Equityholders will be entitled to receive an aggregate of 1,000,000 Earnout Shares; • in the event that, and upon the date during the Earnout Period on which, the Earnout Trading Price is greater than or equal to $15.00 (“Triggering Event II”), the Participating Equityholders will be entitled to receive an aggregate of 1,000,000 additional Earnout Shares; and • in the event that, and upon the date during the Earnout Period on which, the Earnout Trading Price is greater than or equal to $17.50 (“Triggering Event III” and, together with Triggering Event I and Triggering Event II, the “Triggering Events”), the Participating Equityholders will be entitled to receive an aggregate of 1,000,000 additional Earnout Shares.
Subject to the terms and conditions set forth in the Merger Agreement, holders of Private PSQ’s common stock prior to the Closing Date and certain executive officers, employees and service providers (collectively, the “Participating Equityholders”) are entitled to receive their pro rata portion of up to 3,000,000 shares of Class A Common Stock that may be issued by the Company to Participating Equityholders upon achievement of certain trading price-based targets for the Class A Common Stock following Closing (the “Earnout Shares”) (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing Date, including to account for any equity securities into which such shares are exchanged or converted) as additional consideration based on the performance of the Class A Common Stock during the five-year period after the Closing Date (the “Earnout Period”), as set forth below upon satisfaction of any of the following conditions: • in the event that, and upon the date during the Earnout Period on which, the volume-weighted average trading price of the Class A Common Stock quoted on the NYSE (or such other exchange on which our Class A Common Stock is then listed) for any 20 trading days within any 30 consecutive trading day period (the “Earnout Trading Price”) is greater than or equal to $12.50 (“Triggering Event I”), the Participating Equityholders will be entitled to receive an aggregate of 1,000,000 Earnout Shares; • in the event that, and upon the date during the Earnout Period on which, the Earnout Trading Price is greater than or equal to $15.00 (“Triggering Event II”), the Participating Equityholders will be entitled to receive an aggregate of 1,000,000 additional Earnout Shares; and • in the event that, and upon the date during the Earnout Period on which, the Earnout Trading Price is greater than or equal to $17.50 (“Triggering Event III” and, together with Triggering Event I and Triggering Event II, the “Triggering Events”), the Participating Equityholders will be entitled to receive an aggregate of 1,000,000 additional Earnout Shares.
If we fail to address these difficulties in assessing data usage, if the personnel handling our accounting, auditing or finance function fail to perform at an appropriate level for a public company, or if other weaknesses in internal controls are detected, it may be determined that we have a material weakness.
If we fail to address these difficulties in assessing data usage, if the personnel handling our accounting, auditing or finance function fail to perform at an appropriate level for a public company, or if other weaknesses in internal controls are detected, it may be determined that we have another material weakness.
Additionally, if we are unable to properly protect the privacy and security of personal information, including sensitive personal information (e.g., financial information), we could be found to have breached our contracts with certain third parties. There are numerous U.S. and Canadian federal, state, and provincial laws and regulations related to the privacy and security of personal information.
Additionally, if we are unable to properly protect the privacy and security of personal information, including sensitive personal information (e.g., financial information), we could be found to have breached our contracts with certain third parties. There are numerous U.S. federal, state, and provincial laws and regulations related to the privacy and security of personal information.
Certain holders of our common stock are entitled to a contingent right to receive Earnout Shares that is conditioned on specific circumstances, of which the occurrence is uncertain, and the failure of any of such circumstances to occur could create potential negative effects such as an increased risk of litigation.
Certain holders of our Class A Common Stock are entitled to a contingent right to receive Earnout Shares that is conditioned on specific circumstances, of which the occurrence is uncertain, and the failure of any of such circumstances to occur could create potential negative effects such as an increased risk of litigation.
As a result, undetected vulnerabilities, errors, failures, bugs, or defects may be present in such software or occur in the future in such software, including open source software and other software Credova licenses in from third parties, especially when updates or new products or services are released. 45 Table of Contents Any real or perceived vulnerabilities, errors, failures, bugs, or defects in the software may not be found until Credova’s consumers use Credova’s platform and could result in outages or degraded quality of service on Credova’s platform that could adversely impact Credova’s business (including through causing Credova not to meet contractually required service levels), as well as negative publicity, loss of or delay in market acceptance of Credova’s products and services, and harm to Credova’s brand or weakening of Credova’s competitive position.
As a result, undetected vulnerabilities, errors, failures, bugs, or defects may be present in such software or occur in the future in such software, including open source software and other software Credova licenses from third parties, especially when updates or new products or services are released. 25 Table of Contents Any real or perceived vulnerabilities, errors, failures, bugs, or defects in the software may not be found until Credova’s consumers use Credova’s platform and could result in outages or degraded quality of service on Credova’s platform that could adversely impact Credova’s business (including through causing Credova not to meet contractually required service levels), as well as negative publicity, loss of or delay in market acceptance of Credova’s products and services, and harm to Credova’s brand or weakening of Credova’s competitive position.
Credova’s competitors may also have longer operating histories, more extensive and broader consumer and merchant relationships, and greater brand recognition and brand loyalty than Credova has. For example, more established companies that possess large, existing consumer and merchant bases, substantial financial resources, and established distribution channels could enter the market.
Credova’s competitors may also have longer operating histories, broader and more extensive consumer and merchant relationships, and greater brand recognition and brand loyalty than Credova. For example, more established companies that possess large, existing consumer and merchant bases, substantial financial resources, and established distribution channels could enter the market.
Any unanticipated surges or increases in transaction volumes may cause interruptions to Credova’s systems and technology, reduce the number of completed transactions, increase expenses, and reduce the level of customer service, and these factors could adversely impact Credova’s reputation and, thus, diminish consumer confidence in Credova’s systems, which may result in a material adverse effect on Credova’s business, results of operations and financial condition. 44 Table of Contents Data security breaches, cyberattacks, employee or other internal misconduct, malware, phishing or ransomware, physical security breaches, natural disasters, or similar disruptions could occur and would materially adversely impact Credova’s business or ability to protect the confidential information in Credova’s possession or control.
Any unanticipated surges or increases in transaction volumes may cause interruptions to Credova’s systems and technology, reduce the number of completed transactions, increase expenses, and reduce the level of customer service, and these factors could adversely impact Credova’s reputation and, thus, diminish consumer confidence in Credova’s systems, which may result in a material adverse effect on Credova’s business, results of operations and financial condition. 24 Table of Contents Data security breaches, cyberattacks, employee or other internal misconduct, malware, phishing or ransomware, physical security breaches, natural disasters, or similar disruptions could occur and would materially adversely impact Credova’s business or ability to protect the confidential information in Credova’s possession or control.
Our cloud-based products depend on protecting the virtual cloud infrastructure hosted by third-party hosting services by maintaining its configuration, architecture, features and interconnection specifications, as well as the information stored in these virtual data centers, which is transmitted by third-party internet service providers.
Our cloud-based products depend on protecting the virtual cloud infrastructure hosted by third-party hosting services by maintaining its configuration, architecture, features and interconnection specifications, as well as the information stored in virtual data centers, which is transmitted by third-party internet service providers.
Failure to comply with federal, state, provincial and international laws regarding privacy and security of personal information could expose us to penalties under such laws, orders requiring that we change our practices, claims for damages or other liabilities, regulatory investigations and enforcement action (including fines and penalties), litigation, significant costs for remediation, and damage to our reputation and loss of goodwill, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Failure to comply with federal, state, provincial and international laws regarding privacy and security of personal information could expose us to penalties under such laws, orders requiring that we change our practices, claims for damages or other liabilities, regulatory investigations and enforcement actions (including fines and penalties), litigation, significant costs for remediation, and damage to our reputation and loss of goodwill, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects.
We could face employee claims against us based on, among other things, wage and hour violations, discrimination, harassment, or wrongful termination that may also create not only legal and financial liability, but also negative publicity that could adversely affect us and divert our financial and management resources that would otherwise be used to benefit the future performance of our operations. 51 Table of Contents Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.
We could face employee claims against us based on, among other things, wage and hour violations, discrimination, harassment, or wrongful termination that may also create not only legal and financial liability, but also negative publicity that could adversely affect us and divert our financial and management resources that would otherwise be used to benefit the future performance of our operations. 31 Table of Contents Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.
In particular, legal proceedings brought under state consumer protection statutes or under several of the various federal consumer financial services statutes subject to the jurisdiction of the CFPB and FTC may result in a separate fine for each violation of the statute, which, particularly in the case of class action lawsuits, could result in damages in excess of the amounts Credova earned from the underlying activities. 53 Table of Contents Current and future government regulations may negatively impact the demand for Credova’s merchants’ products and Credova’s operations and financial results.
In particular, legal proceedings brought under state consumer protection statutes or under several of the various federal consumer financial services statutes subject to the jurisdiction of the CFPB and FTC may result in a separate fine for each violation of the statute, which, particularly in the case of class action lawsuits, could result in damages in excess of the amounts Credova earned from the underlying activities. 33 Table of Contents Current and future government regulations may negatively impact the demand for Credova’s merchants’ products and Credova’s operations and financial results.
Our leverage and debt service obligations could adversely impact our business, including by: • impairing our ability to generate cash sufficient to pay interest or principal, including periodic principal payments; • increasing our vulnerability to general adverse economic and industry conditions; • requiring the dedication of a portion of our cash flow from operations to service our debt, thereby reducing the amount of our cash flow available for other purposes, including capital expenditures, dividends to stockholders or to pursue future business opportunities; • requiring us to sell debt or equity securities or to sell some of our core assets, possibly on unfavorable terms, to meet payment obligations; • limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we compete; and • placing us at a possible competitive disadvantage with less leveraged competitors and competitors that may have better access to capital resources.
Our leverage and debt service obligations could adversely impact our business, including by: • impairing our ability to generate cash sufficient to pay interest or principal, including periodic principal payments; • increasing our vulnerability to general adverse economic and industry conditions; • requiring the dedication of a portion of our cash flow from operations to service our debt, thereby reducing the amount of our cash flow available for other purposes, including capital expenditures, dividends to stockholders or to pursue future business opportunities; • requiring us to sell debt or equity securities or to sell some of our core assets, possibly on unfavorable terms, to meet payment obligations; • limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we compete; and 37 Table of Contents • placing us at a possible competitive disadvantage with less leveraged competitors and competitors that may have better access to capital resources.
From time to time, we may be party to various claims and litigation proceedings. Even when not merited, the lawsuits and other legal proceedings may divert management’s attention, and we may incur significant expenses in pursuing or defending these lawsuits or other legal proceedings.
From time to time, we may be party to various claims and litigation proceedings. Even when not merited lawsuits and other legal proceedings may divert management’s attention, and we may incur significant expenses in pursuing or defending these lawsuits or other legal proceedings.
Credova’s revenue is impacted, to a significant extent, by the general economy, the creditworthiness of the U.S. consumer and the financial performance of Credova’s merchants. Credova’s business, the consumer financial services industry, and Credova’s merchants’ businesses are sensitive to macroeconomic conditions.
Credova’s revenue is impacted, to a significant extent, by the general economy, the creditworthiness of the U.S. consumer and the financial performance of Credova’s merchants. Credova’s business, the consumer financial services industry, and the businesses of Credova’s merchants are sensitive to macroeconomic conditions.
These factors could prevent Credova from processing transactions or posting payments on Credova’s platform, damage Credova’s brand and reputation, divert the attention of Credova’s employees, reduce total income, subject Credova to liability, and cause consumers or merchants to abandon Credova’s platform, any of which could have a material and adverse effect on Credova’s business, results of operations, financial condition, and prospects. 46 Table of Contents Fraudulent activities may result in Credova suffering losses, causing a materially adverse impact to Credova’s reputation and results of operations.
These factors could prevent Credova from processing transactions or posting payments on Credova’s platform, damage Credova’s brand and reputation, divert the attention of Credova’s employees, reduce total income, subject Credova to liability, and cause consumers or merchants to abandon Credova’s platform, any of which could have a material and adverse effect on Credova’s business, results of operations, financial condition, and prospects. 26 Table of Contents Fraudulent activities may result in Credova suffering losses, causing a materially adverse impact to Credova’s reputation and results of operations.
We can give no assurance that these measures will remediate any deficiencies in internal control or that additional material weaknesses or significant deficiencies in our internal control over financial reporting will not be identified in the future.
We can give no assurance that these measures will remediate any material weakness or deficiencies in internal control or that additional material weaknesses or significant deficiencies in our internal control over financial reporting will not be identified in the future.
Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.
Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A Common Stock, fines, sanctions and other regulatory action and potentially civil litigation.
Although we have already hired additional personnel to help comply with these requirements, we may need to further expand our legal and finance departments in the future, which will increase our costs and expenses. 54 Table of Contents In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming.
Although we have already hired additional personnel to help comply with these requirements, we may need to further expand our legal and finance departments in the future, which will increase our costs and expenses. 34 Table of Contents In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming.
These processes entail additional risks relative to paper-based loan underwriting processes and procedures, including risks regarding the sufficiency of notice for compliance with consumer protection laws, risks that consumers may challenge the authenticity of loan documents or the validity of electronic signatures and records, and risks that, despite internal controls, unauthorized changes are made to the electronic loan documents. 43 Table of Contents Exposure to consumer bad debts and insolvency of merchants may adversely impact Credova’s financial success.
These processes entail additional risks relative to paper-based loan underwriting processes and procedures, including risks regarding the sufficiency of notice for compliance with consumer protection laws, risks that consumers may challenge the authenticity of loan documents or the validity of electronic signatures and records, and risks that, despite internal controls, unauthorized changes are made to the electronic loan documents. 23 Table of Contents Exposure to consumer bad debts and insolvency of merchants may adversely impact Credova’s financial success.
If Credova’s estimates and assumptions prove incorrect and Credova’s allowance for credit losses is insufficient, Credova may incur net charge-offs in excess of its reserves, or Credova could be required to increase its provision for credit losses, either of which would adversely affect Credova’s results of operations. 42 Table of Contents Credova’s results depend on prominent presentation, integration, and support of Credova’s platform by Credova’s merchants.
If Credova’s estimates and assumptions prove incorrect and Credova’s allowance for credit losses is insufficient, Credova may incur net charge-offs in excess of its reserves, or Credova could be required to increase its provision for credit losses, either of which would adversely affect Credova’s results of operations. 22 Table of Contents Credova’s results depend on prominent presentation, integration, and support of Credova’s platform by Credova’s merchants.
These licenses, if required, may not be available at all or have acceptable terms. As a result, IP claims against us could have a material adverse effect on our business, prospects, financial condition, operating results and cash flows. 50 Table of Contents Inadequate technical and legal IP protections could prevent us from defending or securing our proprietary technology and IP.
These licenses, if required, may not be available at all or have acceptable terms. As a result, IP claims against us could have a material adverse effect on our business, prospects, financial condition, operating results and cash flows. 30 Table of Contents Inadequate technical and legal IP protections could prevent us from defending or securing our proprietary technology and IP.
At the federal level in the United States, these regulators and agencies include the FTC, the CFPB, FinCEN, and OFAC, any or all of which could subject Credova to burdensome rules and regulations that could increase costs and use of Credova’s resources in order to satisfy Credova’s compliance obligations. 52 Table of Contents Compliance with these laws and regulations is costly, time-consuming, and limits Credova’s operational flexibility.
At the federal level in the United States, these regulators and agencies include the FTC, the CFPB, FinCEN, and OFAC, any or all of which could subject Credova to burdensome rules and regulations that could increase costs and use of Credova’s resources in order to satisfy Credova’s compliance obligations. 32 Table of Contents Compliance with these laws and regulations is costly, time-consuming, and limits Credova’s operational flexibility.
Our continued eligibility to maintain the listing of our Class A Common Stock and Public Warrants on the NYSE depends on a number of factors, including the price of our Class A Common Stock and Public Warrants and the number of persons that hold our Class A Common Stock and Public Warrants.
Our eligibility to maintain the listing of our Class A Common Stock and Public Warrants on the NYSE depends on a number of factors, including the price of our Class A Common Stock and Public Warrants and the number of persons that hold our Class A Common Stock and Public Warrants.
Furthermore, having a diversified mix of merchant partners is important to mitigate risk associated with changing consumer spending behavior, economic conditions and other factors that may affect a particular type of merchant or industry. 40 Table of Contents Many of Credova’s agreements with Credova’s merchant partners are non-exclusive and lack any transaction volume commitments.
Furthermore, having a diversified mix of merchant partners is important to mitigate risk associated with changing consumer spending behavior, economic conditions and other factors that may affect a particular type of merchant or industry. 20 Table of Contents Many of Credova’s agreements with Credova’s merchant partners are non-exclusive and lack any transaction volume commitments.
Fraudulent activity is likely to result in Credova suffering losses, which may have a material adverse impact on Credova’s reputation and cause it to bear increased costs to rectify and safeguard business operations and its systems against such fraudulent activity. Significant amounts of fraudulent cancellations or chargebacks could adversely affect Credova’s business, results of operations or financial condition.
Fraudulent activity is likely to result in financial losses, which may have a material adverse impact on Credova’s reputation and cause it to bear increased costs to rectify and safeguard business operations and its systems against such fraudulent activity. Significant amounts of fraudulent cancellations or chargebacks could adversely affect Credova’s business, results of operations or financial condition.
Moreover, if the financial condition of a merchant deteriorates significantly or a merchant becomes subject to a bankruptcy proceeding, Credova may not be able to recover amounts due to it from the merchant. 41 Table of Contents Negative publicity about Credova or its industry could adversely affect Credova’s business, results of operations, financial condition, and prospects.
Moreover, if the financial condition of a merchant deteriorates significantly or a merchant becomes subject to a bankruptcy proceeding, Credova may not be able to recover amounts due to it from the merchant. 21 Table of Contents Negative publicity about Credova or its industry could adversely affect Credova’s business, results of operations, financial condition, and prospects.
These increased costs will require us to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by shareholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.
These increased costs will require us to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.
Employees may be more likely to leave us if the shares they own or the shares underlying their vested equity have not significantly appreciated in value relative to the original purchase price of the shares or the exercise price of the options, or conversely, if the exercise price of the options that they hold are significantly above the market price of our common stock.
Employees may be more likely to leave us if the shares they own or the shares underlying their vested equity have not significantly appreciated in value relative to the original purchase price of the shares or the exercise price of the options, or conversely, if the exercise price of the options that they hold are significantly above the market price of our Class A Common Stock.
If we fail to comply with applicable privacy laws, we could face civil and criminal fines or penalties. 47 Table of Contents Failing to take appropriate steps to keep consumers’ personal information secure, or misrepresentations regarding our current privacy practices, can also constitute unfair acts or practices in or affecting commerce and be construed as a violation of Section 5(a) of the Federal Trade Commission Act (the “FTCA”), 15 U.S.C. § 45(a).
If we fail to comply with applicable privacy laws, we could face civil and criminal fines or penalties. 27 Table of Contents Failing to take appropriate steps to keep consumers’ personal information secure, or misrepresentations regarding our current privacy practices, can also constitute unfair acts or practices in or affecting commerce and be construed as a violation of Section 5(a) of the Federal Trade Commission Act, 15 U.S.C. § 45(a).
A prolonged service disruption affecting our cloud-based solution for any of the foregoing reasons would negatively impact our ability to serve our business owners and consumers and could damage our reputation with current and potential business owners and consumers, expose us to liability, cause us to lose businesses and consumers or otherwise harm our business.
A prolonged service disruption affecting our cloud-based solutions for any of the foregoing reasons would negatively impact our ability to serve our business owners and consumers and could damage our reputation with current and potential business owners and consumers, expose us to liability, cause us to lose businesses and consumers or otherwise harm our business.
There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements also could suffer if we or our independent registered public accounting firm continue to report a material weakness in our internal controls over financial reporting.
There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements also could suffer if we or our independent registered public accounting firm continue to report a material weakness in our internal control over financial reporting.
Our Warrants are accounted for as a warrant liability and were recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our Class A Common Stock.
Our Public Warrants and Private Warrants are accounted for as a warrant liability and were recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our Class A Common Stock.
Some of the federal, state or local laws and regulations that affect Credova’s merchants include: • federal, state or local laws and regulations or executive orders that prohibit or limit the sale of certain items offered by Credova’s merchants, such as firearms, black powder firearms, ammunition, bows, knives and similar products; • the Bureau of Alcohol, Tobacco, Firearms and Explosives, or the ATF, regulations, audit and regulatory policies that impact the process by which Credova’s merchants sell firearms and ammunition and similar policies of state agencies that have concurrent jurisdiction, such as the California Department of Justice; • laws and regulations governing hunting and fishing; • laws and regulations relating to consumer products, product liability or consumer protection, including regulation by the Consumer Product Safety Commission and similar state regulatory agencies; • laws and regulations relating to the manner in which Credova’s merchants advertise, market or sell their products; • U.S. customs laws and regulations pertaining to proper item classification, quotas and the payment of duties and tariffs; and • Federal Trade Commission, or FTC, regulations governing the manner in which orders may be solicited and prescribing other obligations in fulfilling orders and consummating sales.
Some of the federal, state or local laws and regulations that affect Credova’s merchants include: • federal, state or local laws and regulations or executive orders that prohibit or limit the sale of certain items offered by Credova’s merchants, such as firearms, black powder firearms, ammunition, bows, knives and similar products; • ATF regulations, audit and regulatory policies that impact the process by which Credova’s merchants sell firearms and ammunition and similar policies of state agencies that have concurrent jurisdiction, such as the California Department of Justice; • laws and regulations governing hunting and fishing; • laws and regulations relating to consumer products, product liability or consumer protection, including regulation by the Consumer Product Safety Commission and similar state regulatory agencies; • laws and regulations relating to the manner in which Credova’s merchants advertise, market or sell their products; • U.S. customs laws and regulations pertaining to proper item classification, quotas and the payment of duties and tariffs; and • FTC regulations governing the manner in which orders may be solicited and prescribing other obligations in fulfilling orders and consummating sales.
Additionally, if our revenue and other accounting, auditing or tax systems do not operate as intended or do not scale with anticipated growth in our business, the effectiveness of our internal controls over financial reporting could be adversely affected.
Additionally, if our revenue and other accounting, auditing or tax systems do not operate as intended or do not scale with anticipated growth in our business, the effectiveness of our internal control over financial reporting could be adversely affected.
We have obtained and maintain insurance for director and officers, cybersecurity, business owner, commercial general liability and workers’ compensation, based on a variety of factors, including the availability of insurance in the market, the cost of available insurance and the redundancy of our operating entities.
We have obtained and maintain insurance for directors and officers, cybersecurity, business owner, commercial general liability and workers’ compensation, based on a variety of factors, including the availability of insurance in the market, the cost of available insurance and the redundancy of our operating entities.
Such mandatory disclosures are costly, could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures, and require us to expend significant capital and other resources to respond to or alleviate problems caused by the actual or perceived security breach. 49 Table of Contents We may not have adequate insurance coverage for handling cyber security incidents or breaches, including fines, judgments, settlements, penalties, costs, attorney fees, and other impacts that arise out of incidents or breaches.
Such mandatory disclosures are costly, could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures, and require us to expend significant capital and other resources to respond to or alleviate problems caused by the actual or perceived security breach. 29 Table of Contents We may not have adequate insurance coverage for handling cyber security incidents or breaches, including fines, judgments, settlements, penalties, costs, attorneys' fees, and other impacts that arise out of incidents or breaches.
Overall, because of the complexity of these laws, the changing obligations and the risk associated with our collection and use of data, we cannot guarantee that we are, or will be, in compliance with all applicable U.S., Canadian, or other international regulations as they are enforced now or as they evolve. 48 Table of Contents We are subject to cybersecurity risks and interruptions or failures in our information technology systems and as we grow, we will need to expend additional resources to enhance our protection from such risks.
Overall, because of the complexity of these laws, the changing obligations and the risk associated with our collection and use of data, we cannot guarantee that we are, or will be, in compliance with all applicable U.S. or international regulations as they are enforced now or as they evolve. 28 Table of Contents We are subject to cybersecurity risks and interruptions or failures in our information technology systems and as we grow, we will need to expend additional resources to enhance our protection from such risks.
Weak economic conditions also could extend the length of Credova’s merchants’ sales cycle and cause consumers to delay making (or not make) purchases of Credova’s merchants’ products and services. The decline of sales by Credova’s merchants for any reason will generally result in lower credit sales and, therefore, lower loan volume and associated fee income for us.
Weak economic conditions also could extend the length of Credova’s merchants’ sales cycle and cause consumers to delay making (or not make) purchases of Credova’s merchants’ products and services. A decline in sales by Credova’s merchants for any reason will generally result in lower credit sales and, therefore, lower loan volume and associated fee income for Credova.
Further, Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
Any of the foregoing factors could have negative consequences on our financial condition and results of operations. 58 Table of Contents Limited insurance coverage and availability may prevent us from obtaining insurance to cover all risks of loss. We have insured certain products and launches to the extent that insurance was available at acceptable premiums.
Any of the foregoing factors could have negative consequences on our financial condition and results of operations. Limited insurance coverage and availability may prevent us from obtaining insurance to cover all risks of loss. We have insured certain products and launches to the extent that insurance was available at acceptable premiums.
Credova maintains an allowance for credit losses at a level sufficient to estimate expected credit losses based on evaluating known and inherent risks in Credova’s loan portfolio. This estimate is highly dependent upon the reasonableness of Credova’s assumptions and the predictability of the relationships that drive the results of Credova’s valuation methodologies.
Credova maintains an allowance for credit losses at a level estimated to be sufficient to cover expected credit losses based on evaluating known and inherent risks in Credova’s loan portfolio. This estimate is highly dependent upon the reasonableness of Credova’s assumptions and the predictability of the relationships that drive the results of Credova’s valuation methodologies.
If any vendor fails to provide the services Credova requires, fails to meet contractual requirements (including compliance with applicable laws and regulations), fails to maintain adequate data privacy controls and electronic security systems, or suffers a cyber-attack or other security breach, Credova could be subject to CFPB, the Federal Trade Commission (“FTC”) and other regulatory enforcement actions, claims from third parties, including Credova’s consumers, and suffer economic and reputational harm that could have an adverse effect on Credova’s business.
If any vendor fails to provide the services Credova requires, fails to meet contractual requirements (including compliance with applicable laws and regulations), fails to maintain adequate data privacy controls and electronic security systems, or suffers a cyber-attack or other security breach, Credova could be subject to CFPB, the FTC and other regulatory enforcement actions, claims from third parties, including Credova’s consumers, and suffer economic and reputational harm that could have an adverse effect on Credova’s business.
Furthermore, because Credova’s platform allows customers to finance merchandise such as firearms, ammunition and certain related accessories, Credova may be subject to reputational harm if a customer purchases a firearm through Credova’s platform that is later involved in a shooting or other crime.
Furthermore, because Credova’s platform allows customers to finance merchandise such as firearms, ammunition and certain related accessories, Credova may be subject to reputational harm if a customer purchases a firearm through Credova’s platform that is later involved in a firearm-related crime.
As a public company, we are subject to the reporting and corporate governance requirements of the Exchange Act, the listing requirements of the NYSE and other applicable securities rules and regulations, including the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “ Dodd-Frank Act ”).
As a public company, we are subject to the reporting and corporate governance requirements of the Exchange Act, the listing requirements of the NYSE and other applicable securities rules and regulations, including the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”).
Increased competition, particularly for large, well-known merchants, has in the past resulted and will result in the need for Credova to alter the pricing it offers to merchants.
Increased competition, particularly for large, well-known merchants, has in the past resulted and likely will in the future result in the need for Credova to alter the pricing it offers to merchants.
The percentage of shares of the Class A Common Stock owned by current stockholders may be diluted in the future because of equity issuances for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that we may grant to our directors, officers and employees, or the exercise of Warrants.
The percentage of shares of the Class A Common Stock owned by current stockholders may be diluted in the future because of equity issuances for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that we may grant to our directors, officers and employees, or the exercise of the Private Warrants, the Public Warrants, the Pre-funded Warrants or the Common Warrants.
Federal and state regulatory authorities may also bring claims against Credova, including unfair and deceptive acts or practices (“UDAP”) or unfair, deceptive or abusive acts or practices (“UDAAP”) claims, if Credova fails to provide consumer protections relating to potential merchant actions or disputes. Internet-based loan origination processes may give rise to greater risks than paper-based processes.
Federal and state regulatory authorities may also bring claims against Credova, including unfair and deceptive acts or practices or UDAAP claims, if Credova fails to provide consumer protections relating to potential merchant actions or disputes. Internet-based loan origination processes may give rise to greater risks than paper-based processes.
Natural disasters including tornados, hurricanes, floods and earthquakes may damage our facilities or those of our suppliers, which could have a material adverse effect on our business, financial condition and results of operations.
Natural disasters including tornados, hurricanes, floods and earthquakes may damage our facilities or those of our business partners or customers, which could have a material adverse effect on our business, financial condition and results of operations.
Such fines are in addition to any civil litigation claims by data subjects. Separately, Brexit has led and could also lead to legislative and regulatory changes and may increase our compliance costs.
Such fines are in addition to any civil litigation claims by data subjects. Separately, Brexit has led and could in the future lead to legislative and regulatory changes and may increase our compliance costs.
Although we endeavor to comply with our published privacy policies and related documentation, and all applicable privacy and security laws and regulations, we may at times fail to do so or may be perceived to have failed to do so.
We may at times fail to comply with our published privacy policies and related documentation and applicable privacy and security laws and regulations or may be perceived to have failed to do so.
As a result, you may not receive any return on an investment in the Class A Common Stock unless you sell your Class A Common Stock for a price greater than that which you paid for it. 60 Table of Contents Our stockholders may experience dilution in the future.
As a result, you may not receive any return on an investment in the Class A Common Stock unless you sell your Class A Common Stock for a price greater than that which you paid for it. Our stockholders may experience dilution in the future.
Credova’s revenue is derived from consumer transaction volume, so Credova’s success depends on its ability to generate repeat use and increased transaction volume from existing consumers and to attract new consumers to its platform. Credova’s ability to retain and grow its relationships with consumers depends on the willingness of consumers to use Credova’s platform and products.
Credova’s revenue is derived from consumer transaction volume, and as a result, Credova’s success depends on its ability to generate repeat use and increased transaction volume from existing consumers and to attract new consumers to its platform. Credova’s ability to retain and grow its relationships with consumers depends on the willingness of consumers to use Credova’s platform and products.
If any of the analysts who may cover us adversely change their recommendation regarding our shares of common stock, or provide relatively more favorable recommendations with respect to competitors, the price of our shares of common stock would likely decline.
If any of the analysts who currently cover us adversely change their recommendation regarding our shares of Class A Common Stock, or provide relatively more favorable recommendations with respect to competitors, the price of our shares of Class A Common Stock would likely decline.
At December 31, 2024 and 2023, the Company had approximately $37.0 million and $14.3 million of combined state NOL carryforwards, respectively, of which some expire between 2032 and 2044 and some may be carried forward indefinitely. The deductibility of such U.S. federal NOLs each year is limited to 80% of our taxable income for such year.
At December 31, 2025 and 2024, the Company had approximately $41.4 million and $37.0 million of combined state NOL carryforwards, respectively, of which some expire between 2032 and 2044 and some may be carried forward indefinitely. The deductibility of such U.S. federal NOLs each year is limited to 80% of our taxable income for such year.
The material weakness related to financial reporting has not been remediated as of December 31, 2024.
The material weakness related to financial reporting has not been remediated as of December 31, 2025.
Technological advances and the continued growth of e-commerce activities have increased consumers’ accessibility to products and services and led to the expansion of competition in digital payment options such as pay-over-time solutions.
Technological advances and the continued growth of e-commerce activities have increased consumer access to products and services and led to the expansion of competition in digital payment options such as pay-over-time solutions.
The Consumer Financial Protection Bureau (“CFPB”) has issued guidance stating that institutions under its supervision may be held responsible for the actions of the companies with which they contract. Accordingly, Credova could be adversely impacted to the extent its vendors fail to comply with the legal requirements applicable to the particular products or services being offered.
The CFPB has issued guidance stating that institutions under its supervision may be held responsible for the actions of the companies with which they contract. Accordingly, Credova could be adversely impacted to the extent its vendors fail to comply with the legal requirements applicable to the particular products or services being offered.
In addition, Credova’s partners include credit bureaus, collection agencies and banking parties, each of whom operate in a highly regulated environment, and many laws and regulations that apply directly to them may apply directly or indirectly to Credova through Credova’s contractual arrangements with these partners.
In addition, Credova’s partners include credit bureaus, collection agencies and banks, each of which operate in a highly regulated environment, and many laws and regulations that apply directly to them may apply directly or indirectly to Credova through Credova’s contractual arrangements with these partners.
For example, in 2018, California enacted the California Consumer Privacy Act (“CCPA”), which, among other things, requires new disclosures to California consumers and affords such consumers new abilities to opt out of certain sales of information and may restrict the use of cookies and similar technologies for advertising purposes.
For example, in 2018, California enacted the CCPA, which, among other things, requires new disclosures to California consumers and affords such consumers new abilities to opt out of certain sales of information and may restrict the use of cookies and similar technologies for advertising purposes.
The CCPA, which became effective on January 1, 2020, was amended on multiple occasions and is the subject of regulations issued by the California Attorney General regarding certain aspects of the law and its application. Moreover, California voters approved the California Privacy Rights Act (the “CPRA”) in November 2020.
The CCPA, which became effective on January 1, 2020, was amended on multiple occasions and is the subject of regulations issued by the California Attorney General regarding certain aspects of the law and its application. Moreover, California voters approved the CPRA in November 2020.
There is a risk that these systems may fail to perform as expected or be adversely impacted by a number of factors, some of which may be outside Credova’s control, including damage, equipment faults, power failure, fire, natural disasters, computer viruses and external malicious interventions such as hacking, cyber-attacks or denial-of-service attacks.
There is a risk that these systems may fail to perform as expected or be adversely impacted by a number of factors, some of which may be outside Credova’s control, including damage, equipment faults, power failure, fire, natural disasters, computer viruses and external malicious interventions such as hacking, cyber-attacks or denial-of-service attacks, which would adversely affect Credova’s business, results of operations, and financial condition.
Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations. As of December 31, 2024 and 2023, we had federal net operating loss (“NOL”) carryforwards of approximately $70.0 million and $26.1 million, respectively, available to reduce future taxable income, and which may be carried forward indefinitely.
Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations. As of December 31, 2025 and 2024, we had federal net operating loss (“NOL”) carryforwards of approximately $108.5 million and $70.0 million, respectively, available to reduce future taxable income, and which may be carried forward indefinitely.
The Federal Trade Commission (“FTC”) expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of our business, and the cost of available tools to improve security and reduce vulnerabilities.
The “FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of our business, and the cost of available tools to improve security and reduce vulnerabilities.
Even as obtained, our insurance will not cover any loss in revenue incurred as a result of a partial or total loss. Moreover, our insurance coverage may be inadequate to cover our liabilities related to such hazards or operational risks. In addition, passenger insurance may not be accepted or may be prohibitive to procure.
Even as obtained, our insurance will not cover any loss in revenue incurred as a result of a partial or total loss. Moreover, our insurance coverage may be inadequate to cover our liabilities related to such hazards or operational risks.
Risks Related to Credova’s Industry The consumer finance and buy now pay later (“BNPL”) industry has become subject to increased regulatory scrutiny, and Credova’s failure to manage its business to comply with new regulations would materially and adversely affect Credova’s business, results of operations and financial condition.
Risks Related to Credova The consumer finance and BNPL industry has become subject to increased regulatory scrutiny, and Credova’s failure to manage its business to comply with new regulations would materially and adversely affect Credova’s business, results of operations and financial condition.
As of December 31, 2024, the Company had incurred $28.4 million in convertible promissory notes. Our level of indebtedness increases the possibility that we may be unable to generate cash sufficient to pay the principal of, interest on, or other amounts due with respect to our indebtedness.
As of December 31, 2025, the Company owed $28.4 million pursuant to outstanding convertible promissory notes. Our level of indebtedness increases the possibility that we may be unable to generate cash sufficient to pay the principal of, interest on, or other amounts due with respect to our indebtedness.
These laws and regulations include but are not limited to state lending licensing or other state licensing or registration laws, consumer credit disclosure laws such as the Truth in Lending Act (“TILA”), the Fair Credit Reporting Act (“FCRA”) and other laws concerning credit reports and credit reporting, the Equal Credit Opportunity Act (“ECOA”) which addresses anti-discrimination, the Electronic Fund Transfer Act (“EFTA”) which governs electronic money movement, a variety of anti-money laundering and anti-terrorism financing rules, the Telephone Consumer Protection Act (“TCPA”) and other laws concerning initiating phone calls or text messages, the Electronic Signatures in Global and National Commerce Act, debt collection laws, laws governing short-term consumer loans and general consumer protection laws, such as laws that prohibit unfair, deceptive, misleading or abusive acts or practices.
These laws and regulations include but are not limited to state lending licensing or other state licensing or registration laws, consumer credit disclosure laws such as the TILA, the FCRA and other laws concerning credit reports and credit reporting, the ECOA, which addresses anti-discrimination, the EFTA, which governs electronic money movement, a variety of anti-money laundering and anti-terrorism financing rules, the TCPA and other laws concerning initiating phone calls or text messages, the Electronic Signatures in Global and National Commerce Act, debt collection laws, laws governing short-term consumer loans and general consumer protection laws, such as laws that prohibit unfair, deceptive, misleading or abusive acts or practices.
If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline. We do not intend to pay cash dividends for the foreseeable future.
If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.
We have a dual class structure which allows our Founder, President, Chief Executive Officer and Chairman of the Board, Michael Seifert, to control a majority of the voting power of our common equity. As a result, we qualify as a “controlled company” within the meaning of the corporate governance standards of NYSE.
Prior to December 31, 2025, we had a dual class structure which allowed our Founder, President, Chief Executive Officer and Chairman of the Board, Michael Seifert, to control a majority of the voting power of our common equity. As a result, we qualified as a “controlled company” within the meaning of the corporate governance standards of NYSE.
We have and expect to continue to face a significant increase in insurance, legal, auditing, accounting, administrative and other costs and expenses as a public company that we did not currently incur as a private company.
As a public company, we have incurred and expect to continue to incur increased expenses associated with the costs of being a public company. We have and expect to continue to face a significant increase in insurance, legal, auditing, accounting, administrative and other costs and expenses as a public company that we did not incur as a private company.
As of January 1, 2021, and the expiry of transitional arrangements agreed to between the United Kingdom and the European Union, data processing in the United Kingdom is governed by a United Kingdom version of the GDPR (combining the GDPR and the Data Protection Act 2018), exposing us to two parallel regimes, each of which authorizes similar fines and other potentially divergent enforcement actions for certain violations.
Data processing in the United Kingdom is governed by a United Kingdom version of the GDPR (combining the GDPR and the Data Protection Act 2018), exposing us to two parallel regimes, each of which authorizes similar fines and other potentially divergent enforcement actions for certain violations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeHowever, we remain vigilant in our efforts to mitigate cybersecurity risks and respond swiftly to potential threats. 64 Table of Contents Our cybersecurity risk management framework is guided by industry-leading standards, including the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF) and ISO 27001.
Biggest changeOur cybersecurity risk management framework is guided by industry-leading standards, including the National Institute of Standards and Technology ("NIST") Cybersecurity Framework ("CSF") and ISO 27001. Additionally, our FinTech business maintains Payment Card Industry Data Security Standard ("PCI DSS") Level 1 compliance, undergoing annual external audits to ensure continued adherence.
These assessments are reviewed with the Audit Committee at least annually. Our CISO brings extensive experience in security governance, risk, and compliance, with over 13 years of leadership in both public and private enterprises, including startups. Holding a degree in Accounting and Management Information Systems, our CISO provides deep expertise in aligning security initiatives with business objectives and regulatory requirements.
These assessments are reviewed with the Audit Committee at least annually. Our CISO brings extensive experience in security governance, risk, and compliance, with over 14 years of leadership in both public and private enterprises, including startups. Holding a degree in Accounting and Management Information Systems, our CISO provides deep expertise in aligning security initiatives with business objectives and regulatory requirements.
Recognizing the risks associated with third-party service providers, we have a robust vendor risk management program in place to assess and mitigate cybersecurity risks within our supply chain, particularly for vendors that handle customer and employee data.
Additionally, our business continuity and disaster recovery program is regularly evaluated to ensure resilience against disruptions. Recognizing the risks associated with third-party service providers, we have a robust vendor risk management program in place to assess and mitigate cybersecurity risks within our supply chain, particularly for vendors that handle customer and employee data.
To date, we have not experienced any cybersecurity incidents that have materially affected, or are reasonably likely to materially affect, our business strategy, financial condition, or results of operations.
To date, we have not experienced any cybersecurity incidents that have materially affected, or are reasonably likely to materially affect, our business strategy, financial condition, or results of operations. However, we remain vigilant in our efforts to mitigate cybersecurity risks and respond swiftly to potential threats.
Alerts from these systems are escalated for triage by our Information Security team, allowing us to proactively address potential threats. Employee education is also a key element of our cybersecurity strategy. We provide ongoing training on data security best practices, phishing awareness, and social engineering defenses to ensure that our workforce remains vigilant against evolving threats.
Alerts from these systems are escalated for triage by our Information Security team, allowing us to proactively address potential threats. Employee education is also a key element of our cybersecurity strategy.
Additionally, our FinTech business maintains Payment Card Industry Data Security Standard (PCI DSS) Level 1 compliance, undergoing annual external audits to ensure continued adherence. To further strengthen our security practices, management is actively evaluating additional certifications that align with our commitment to maintaining a resilient cybersecurity program.
To further strengthen our security practices, management is actively evaluating additional certifications that align with our commitment to maintaining a resilient cybersecurity program.
We maintain a structured incident management program that is formally tested through tabletop exercises at least once a year. Additionally, our business continuity and disaster recovery program is regularly evaluated to ensure resilience against disruptions.
We provide ongoing training on data security best practices, phishing awareness, and social engineering defenses to ensure that our workforce remains vigilant against evolving threats. 42 Table of Contents We maintain a structured incident management program that is formally tested through tabletop exercises at least once a year.

Item 2. Properties

Properties — owned and leased real estate

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Item 2. Properties Our headquarters are currently located in West Palm Beach, Florida, consisting of approximately 281 square feet of office space in a flexible workspace, and our mailing address there is 1501 Belvedere Rd, Suite 500, West Palm Beach, Florida 33406. We relocated our headquarters to Florida from California in April 2023.
Added
Item 2. Properties The Company's principal executive offices are located in West Palm Beach, Florida, where it leases approximately 5,437 square feet of office space. The lease for this facility expires in May 2028. The Company also leases approximately 3,712 square feet of office space in Bozeman, Montana, with a lease term expiring May 2027.
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We also lease approximately 3,712 square feet of office space in Bozeman, Montana, related to Credova. Our lease for this facility expires in May 2027. We no longer have a physical presence in California. A number of our employees work remotely across the United States.
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A portion of the Company's workforce operates remotely within the United States. The Company believes its leased facilities are adequate to support its current operations.
Removed
Our facilities, which are leased, are adequate to meet our current needs though we intend to procure additional space in the near future, if and as necessary, as we continue to add employees and expand our business.
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For D2C products, both current and future, we rely and continue to expect to rely on third party contract manufacturers and not be required to acquire or lease our own manufacturing or other facilities.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeFrom time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not presently a party to any legal proceedings that are expected to have a material adverse impact on our financial position, results of operations or cash flows, nor have we been to date since inception. Item 4.
Biggest changeItem 3. Legal Proceedings From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not presently a party to any legal proceedings that are expected to have a material adverse impact on our financial position, results of operations or cash flows. Item 4.
Mine Safety Disclosures Not applicable. 65 Table of Contents PART II
Mine Safety Disclosures Not applicable. 43 Table of Contents PART II
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Item 3. Legal Proceedings The Company’s subsidiary, Credova, which the Company acquired on March 13, 2024, is responding to inquiries from the Consumer Financial Protection Bureau ("CFPB") regarding Credova’s lease products. In connection with this, the CFPB informed Credova that it is authorized to pursue a resolution or file an enforcement action, and has suggested certain injunctive relief.
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No assurance can be given that a settlement will be reached or about the terms of any such settlement. At this time the Company is unable to state the exact nature of any relief that might be sought in any such action or resolution, including monetary relief or penalties, if any.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeA substantially greater number of holders are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions. Dividends We have not paid any cash dividends on our common stock to date.
Biggest changeHolders As of March 13, 2026, there were 51 holders of record of our Class A Common Stock and five holders of record of our Public Warrants. A substantially greater number of holders are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions.
Unregistered Sales of Equity Securities In 2024, we did not sell any shares of stock that were not registered under the Securities Act of 1933, as amended, other than those sales previously reported in a Current Report on Form 8-K. Item 6. [Reserved]
Unregistered Sales of Equity Securities In 2025, we did not sell any shares of stock that were not registered under the Securities Act of 1933, as amended, other than those sales previously reported in a Current Report on Form 8-K. Item 6. [Reserved]
It is the present intention of our Board to retain all earnings, if any, for use in our business operations and, accordingly, our Board does not anticipate declaring any dividends in the foreseeable future.
Dividends We have not paid any cash dividends on our common stock to date. It is the present intention of our Board to retain all earnings, if any, for use in our business operations and, accordingly, our Board does not anticipate declaring any dividends in the foreseeable future.
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Holders As of March 11, 2025, there were 54 holders of record of our Class A Common Stock, one holder of record of our Class C Common Stock and six holders of record of our Public Warrants.
Removed
Securities Authorized for Issuance under Equity Compensation Plans The information required by Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference to Item 12 of Part III of this Annual Report on Form 10-K.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe 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.
Biggest changeThe 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 53 Table of Contents 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.
Change in fair value of earn-out liabilities 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.
Changes in Fair Value of Earn-out Liabilities 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.
Key Business Metrics and Selected Financial Data We use the following key metrics and non-GAAP measures to evaluate our performance, identify trends affecting our business, and make strategic decisions: • Segment Revenue (see Note 18 for more details); • Segment non-GAAP operating loss (see discussion below in "Non-GAAP Financial Measures"); • Segment non-GAAP gross profit (see discussion below in "Non-GAAP Financial Measures"); and • Gross Merchandise Volume ("GMV") of Financial Technology Segment.
Key Business Metrics and Selected Financial Data We use the following key metrics and non-GAAP measures to evaluate our performance, identify trends affecting our business, and make strategic decisions: • Segment Revenue (see Note 16 for more details); • Segment non-GAAP operating loss (see discussion below in "Non-GAAP Financial Measures"); • Segment non-GAAP gross profit (see discussion below in "Non-GAAP Financial Measures"); and • Gross Merchandise Volume ("GMV") of Financial Technology Segment.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with our consolidated financial statements as of and for the years ended December 31, 2024 and 2023, and other information included elsewhere in this report.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with our consolidated financial statements as of and for the years ended December 31, 2025 and 2024, and other information included elsewhere in this report.
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. Recent Accounting Pronouncements See Note 3, Summary of Significant Accounting Policies, to our consolidated financial statements for the years ended December 31, 2024 and 2023. Item 7A.
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. Recent Accounting Pronouncements See Note 3 — Summary of Significant Accounting Policies, to our consolidated financial statements for the years ended December 31, 2025 and 2024. Item 7A.
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.
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.
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).
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.
We record the warrant liabilities at its fair value at each reporting period. 70 Table of Contents Interest Expense, net Interest expense incurred consists of interest due on the Company's revolving line of credit and convertible promissory notes issued.
We record the warrant liabilities at their fair values at each reporting period. Interest Expense, net Interest expense incurred consists of interest due on the Company's revolving line of credit and convertible promissory notes issued.
Actual results could differ significantly from the estimates made by our management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, balance sheet, results of operations and cash flows will be affected.
To the extent that there are differences between our estimates and actual results, our future financial statement presentation, balance sheet, results of operations and cash flows will be affected.
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.
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.
Our inability to scale our expenses could negatively impact profitability. Sales and Marketing Expenses 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.
Sales and Marketing Expenses 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.
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.
Gross Merchandise Volume (“GMV”) – PSQ Payments 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.
The information below represents proforma information as if the Credova Merger closed on January 1, 2023: Year Ended December 31, 2024 2023 % Change Gross merchandise volume (“GMV”) - Credit $ 59,466,913 $ 60,758,228 (2) % Year Ended December 31, 2024 2023 % Change Gross merchandise volume (“GMV”) - PSQ Payments $ 10,591,612 $ — 100 % We measure GMV to assess the volume of transactions that take place on our platform.
The information below represents proforma information for 2024 as if the Credova Merger closed on January 1, 2024: 48 Table of Contents For the years ended December 31, 2025 2024 % Change Gross merchandise volume (“GMV”) – Credit $ 48,915,050 $ 59,466,913 (18) % Gross merchandise volume (“GMV”) – PSQ Payments $ 308,819,991 $ 10,591,612 2816 % We measure GMV to assess the volume of transactions that take place on our platform.
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. 76 Table of Contents Net Cash Provided by Financing Activities 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.
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.
Net Cash Used in Investing Activities 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.
Net Cash Used in Investing Activities 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.
Financial Technology 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.
Financial Technology 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.
The decrease was due to an increase in the fair value of the earn-out liabilities at the end of the reporting period. Change in fair value of warrant liabilities 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.
Changes in Fair Value of Earn-out Liabilities 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.
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.
Gross Merchandise Volume (“GMV”) – Credit 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.
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.
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 46 Table of Contents Company satisfies performance obligations by purchasing the contract from the merchant in connection with a merchant-originated consumer financing product.
As a result of the accounting standards election, we will not be subject to the same implementation timing for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of our financials to those of other public companies more difficult. 82 Table of Contents Implications of being a Smaller Reporting Company Additionally, PublicSquare is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.
As a result of the accounting standards election, we will not be subject to the same implementation timing for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of our financials to those of other public companies more difficult.
The increase was due to a decrease in the fair value of the warrant liabilities at the end of the reporting period. Interest Expense, net 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.
Changes in Fair Value of Warrant Liabilities 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.
Depreciation and amortization 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.
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. 51 Table of Contents Other Income, net Other income, net increased by $0.6 million for year ended December 31, 2025 compared to the year ended December 31, 2024.
Comparison of the Years Ended December 31, 2024 and 2023 The following table shows our cash flows provided by (used in) operating activities, investing activities and financing activities for the stated periods: For the years ended December 31, 2024 2023 Variance Net cash used in operating activities $ (34,128,721) $ (25,764,078) $ (8,364,643) Net cash used in investing activities $ (3,019,388) $ (3,324,227) $ 304,839 Net cash provided by financing activities $ 57,291,686 $ 43,203,930 $ 14,087,756 Net Cash Used in Operating Activities 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.
Comparison of the Years Ended December 31, 2025 and 2024 The following table shows our cash flows provided by (used in) operating activities, investing activities and financing activities for the stated periods: For the years ended December 31, 2025 2024 Variance Net cash used in operating activities $ (19,941,398) $ (34,128,721) $ 14,187,323 Net cash used in investing activities $ (10,486,552) $ (3,019,388) $ (7,467,164) Net cash provided by financing activities $ 9,955,662 $ 57,291,686 $ (47,336,024) Net Cash Used in Operating Activities 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 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. 71 Table of Contents The decline in GMV - Credit for the year ended December 31, 2024 aligned with broader industry trends.
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.
Sales and Marketing Expense Sales and marketing expense increased by $6.7 million, or 55%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Sales and Marketing Expenses Sales and marketing expenses decreased by $2.3 million, or 28%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
We record the earn-out liability at its fair value at each reporting period. Change in fair value of warrant liabilities Changes in the fair value of warrant liabilities are recorded in the consolidated statement of operations.
We record the earn-out liabilities at their fair values at each reporting period. Changes in Fair Value of Warrant Liabilities 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.
Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
Smaller Reporting Company Status 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.
Transaction costs incurred in connection with the Business Combination 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. 69 Table of Contents General and Administrative Expenses 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.
General and Administrative Expenses 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.
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.
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. Payment processing is the lifeblood of the American economy.
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.
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.
The preparation of consolidated financial statements also requires we make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.
Critical Accounting Policies and Significant Management Estimates We prepare our consolidated financial statements in accordance with GAAP. The preparation of consolidated financial statements also requires we make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures.
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.
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.
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. Income Tax Expense Income tax expense decreased by an insignificant amount for the year ended December 31, 2024 compared to the year ended December 31, 2023.
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.
For the periods presented, we define non-GAAP operating loss as GAAP operating loss, adjusted to exclude, as applicable, certain expenses as presented in the table below: For the years ended December 31, 2024 2023 Reconciliation: GAAP operating loss $ (55,711,158) $ (39,345,996) Non-GAAP adjustments Corporate costs not allocated to segments (16,106,785) (10,149,261) Transaction costs incurred in connection with the Business Combination — (6,845,777) Transaction costs incurred in connection with acquisitions (2,295,502) (550,792) Share-based compensation (exclusive of what is included in transaction costs above) (19,835,744) (5,998,019) Depreciation and amortization (3,258,810) (2,442,706) Non-GAAP operating loss $ (14,214,317) $ (13,359,441) Off-Balance Sheet Arrangements None. 77 Table of Contents Critical Accounting Policies and Significant Management Estimates We prepare our consolidated financial statements in accordance with GAAP.
For the periods presented, we define non-GAAP operating loss as GAAP operating loss, adjusted to exclude, as applicable, certain expenses as presented in the table below: For the years ended December 31, 2025 2024 Reconciliation: GAAP operating loss $ (31,960,770) $ (41,700,556) Non-GAAP adjustments: Corporate costs not allocated to segments (6,166,822) (16,106,785) Transaction costs incurred in connection with acquisitions — (2,295,502) Share-based compensation (exclusive of what is included in transaction costs above) (10,774,457) (19,835,744) Depreciation and amortization (5,887,897) (2,347,107) Non-GAAP operating loss $ (9,131,594) $ (1,115,418) Off-Balance Sheet Arrangements None.
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.
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.
Cost of goods sold (exclusive of depreciation and amortization) Cost of goods sold (exclusive of depreciation and amortization) increased by $4.7 million or 241% for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Depreciation and Amortization Expense 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.
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.
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. Revenues, net We generate revenues from one segment — Financial Technology — as described below.
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.
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.
We believe that, as a result of these initiatives, along with our existing cash and cash equivalents, the Company will be able to fund operations and capital needs for the next year from the date these consolidated financial statements were available to be issued.
The Company believes its existing cash and cash equivalents, together with anticipated cash proceeds from the planned sale of the Brands segment, will be sufficient to fund its operating and capital needs for at least the next twelve months from the date of the consolidated financial statements were available to be issued.
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. Depreciation and Amortization Expense Depreciation and amortization expense consists primarily of amortization of capitalized software development 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.
Cost of revenue (exclusive of depreciation and amortization) 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.
Cost of Revenue (exclusive of depreciation and amortization) 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.
For a description of our revenue recognition policies, see Note 3, Summary of Significant Accounting Policies, in our consolidated financial statements.
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. For a description of our revenue recognition policies, see Note 3 — Summary of Significant Accounting Policies, in our consolidated financial statements.
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. On March 13, 2024, the Company entered into a note purchase agreement for a 9.75% private placement convertible note for $10.0 million invested by a Board member and his affiliates.
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.
The increase was due to a $3.1 million increase in expenses related to brand awareness and advertising campaigns along with $4.0 million increase in stock-based compensation and $0.6 million increase in staffing costs coupled with a decrease in contractor support of $1.0 million.
The decrease was due to a $4.5 million decrease in share-based compensation partially offset by an increase in employee compensation and benefits of $2.0 million and an increase in FinTech brand awareness costs of $0.2 million.
Research and Development Expenses 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.
Research and Development Expenses 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.
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.
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.
The increase was due to the growth and expansion of our operations, specifically a $10.0 million increase due to the addition of the FinTech segment, $12.9 million increase in staffing-related costs of which $9.4 million was share-based compensation, a $2.7 million increase in professional services, a $0.9 million increase in insurance costs as well as a $1.6 million increase in other administrative expenses.
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.
If we are unable to raise additional capital when desired, our business, results of operations and financial condition would be materially and adversely affected.
There can be no assurance that additional financing will be available to the Company on acceptable terms or at all. If the Company is unable to obtain additional capital when required, its business, financial condition, and results of operations could be materially adversely affected.
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.
The increase was due to an increase in employee and contractor compensation and benefits expenses of $2.1 million due to the launch of PSQ Payments and PSQ Impact, partially offset by a decrease of $0.2 million in share-based compensation expense.
The increase was due to the growth and expansion of the Brands operations and is directly tied to the increase in revenues year-over-year. General and Administrative Expense General and administrative expense increased by $28.1 million, or 185%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
General and Administrative Expenses 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.
Our future capital requirements will depend on many factors including our revenue growth rate and the timing and extent of spending to support further sales and marketing and research and development efforts. In order to finance these opportunities, we may need to raise additional financing.
The Company's future capital requirements will depend on a number of factors including the pace of revenue growth, timing and extent of investments in sales, marketing, and product development, credit performance within our Credova portfolio, and general market conditions. The Company may seek additional financing through equity or debt offerings or other strategic arrangements.
Additionally, our historical results are not necessarily indicative of the results that may be expected in any future period.
Additionally, our historical results are not necessarily indicative of the results that may be expected in any future period. Overview 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.
Non-Operating Income and Other Items Other Income, net 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.
Depreciation and Amortization Expense Depreciation and amortization expense consists primarily of amortization of capitalized software development costs, intangible assets, depreciation of leased assets, office fixtures, and furniture. 47 Table of Contents Non-Operating Income and Other Items Other Income, net 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.
Removed
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. 66 Table of Contents Overview PublicSquare is a technology-enabled Marketplace & Payments ecosystem that serves an audience of consumers and merchants who value life, family, and liberty.
Added
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.
Removed
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.
Added
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.
Removed
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.
Added
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.
Removed
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.
Added
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.
Removed
After 10 months of testing in various markets and courting consumer feedback, we launched the Platform nationwide on July 4, 2022. 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.
Added
The Company may evaluate opportunities to leverage certain customer relationships in support of its Financial Technology initiatives. 44 Table of Contents As of December 31, 2025, the Company continues to actively pursue the monetization of the Brands segment, and the sale process remains ongoing.
Removed
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.
Added
Management expects to enter into a definitive agreement during the first half of 2026 and continues to engage with interested parties. As of December 31, 2025, PSQ Holdings, Inc. operates under one reportable segment: Financial Technology ("Financial Technology" or "FinTech").
Removed
(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”).
Added
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.
Removed
At the closing of the Business Combination (the “Closing”), Colombier changed its name to “PSQ Holdings, Inc.” On March 13, 2024, we entered into an agreement and plan of merger (the “Credova Merger Agreement”) with Cello Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub”), Credova Holdings, Inc., a Delaware corporation (“Credova”), and Samuel L.
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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.
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Paul, in the capacity as the Seller Representative in accordance with the terms of the Credova Merger Agreement.
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Recent Developments Executive Leadership Changes 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.
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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.
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The leadership updates include: • Michael Seifert stepped down as Chairman of the Board. • Dusty Wunderlich was named Chairman of the Board and has stepped down as Chief Strategy Officer of the Company. • Blake Masters was appointed Lead Independent Board Director and will provide independent oversight and serve as liaison between the Board and management. • Michael Perkins was appointed Chief Operating Officer. • 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.
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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”).
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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. 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.
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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.
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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.
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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. The mailing address of PublicSquare's principal executive office is 1501 Belvedere Rd, Suite 500, West Palm Beach, Florida 33406.
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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.
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Recent Developments Direct Offering of Common Stock 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.

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