PublicSquare Announces $7.5 Million Registered Direct Offering (Form 8-K)

PublicSquare Announces $7.5 Million Registered Direct Offering

December 18, 2025

WEST PALM BEACH, Fla. - (BUSINESS WIRE) PSQ Holdings, Inc. (NYSE: PSQH) ("PublicSquare" or the "Company") announced today that it has entered into a definitive agreement with an existing fundamental institutional investor for the purchase and sale of an aggregate of 6,818,184 shares of its Class A common stock (or pre-funded warrants in lieu thereof) and accompanying warrants to purchase up to an aggregate of 8,522,730 shares of Class A common stock (the "Shares") at a combined purchase price per Share and accompanying warrant of $1.10. The combined purchase price per pre-funded warrant and accompanying warrant is identical to the purchase price per Share and accompanying warrant, less the exercise price of $0.0001 per share. The warrants have an exercise price of $1.18 per share, will be exercisable six months following issuance and have a term of five and a half years from the initial exercise date. The offering is expected to close on or about December 19, 2025, subject to the satisfaction of customary closing conditions.

The gross proceeds from the offering to the Company are expected to be approximately $7.5 million, before deducting placement agent's fees and other offering expense payable by the Company. The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital.

Roth Capital Partners is acting as the exclusive placement agent for the offering.

A shelf registration statement on Form S-3 (File No. 333-287154) relating to the shares of common stock (or pre-funded warrants in lieu thereof) and warrants being offered was originally filed with the U.S. Securities and Exchange Commission (the "SEC") on May 9, 2025 and declared effective on May 16, 2025. The offering is being made only by means of a prospectus supplement and accompanying prospectus that form a part of the shelf registration statement. The final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Electronic copies of the final prospectus supplement and accompanying prospectus relating to the offering, when filed, may be obtained on the SEC's website at www.sec.gov or by contacting Roth Capital Partners, LLC, 888 San Clemente Drive, Newport Beach, CA 92660 or by email at [email protected].