SEC Comment Letter 0000000000-23-009458 to PSQ Holdings, Inc. (PSQH)
PSQ Holdings, Inc.
Date: Aug. 28, 2023 · CIK: 0001847064 · Accession: 0000000000-23-009458
AI Filing Summary & Sentiment
File numbers found in text: 333-273830
Letter
United States securities and exchange commission logo August 28, 2023 Michael Seifert President and Chief Executive Officer PSQ Holdings, Inc. 222 Lakeview Avenue, Suite 800 West Palm Beach, Florida 33401 Re:PSQ Holdings, Inc. Registration Statement on Form S-1 Filed August 9, 2023 File No. 333-273830 Dear Michael Seifert: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-1 filed August, 9, 2023 Cover page 1.Please revise the cover page to state the voting rights of the Class A and Class C common stock, as well as the fact that your CEO owns 52.62% of your outstanding voting power and you are therefore a controlled company. 2.Disclose the potential profit if the Sponsor Distributees sell the 5,700,000 Private Warrants at a recent sale price, as well as the potential profit if the Sponsor Distributees sell the 5,700,000 shares of Class A Common Stock underlying the Private Warrants at a recent sale price assuming conversion of the Private Warrants. Also disclose that cash proceeds of the company associated with the exercises of the warrants are dependent on the stock price.
FirstName LastNameMichael Seifert Comapany NamePSQ Holdings, Inc. August 28, 2023 Page 2 FirstName LastName Michael Seifert PSQ Holdings, Inc. August 28, 2023 Page 2 Risk Factor Risks Related to Ownership of Our Class A Common Stock A significant portion of our shares of Class A Common Stock will be available for immediate resale..., page 44 3.We note your disclosure that “[w]hile the Selling Holders may experience a positive rate of return based on the trading price of the Company’s securities, the public holders of the Company’s securities may not experience a similar rate of return on the securities they purchased due to differences in the applicable purchase price and trading price.” Please expand your disclosure to state that the selling holders may therefore have an incentive to sell because of the likelihood that they will still profit on sales because of the lower price that they purchased their shares than the public investors. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Jennie Beysolow at 202-551-8108 or Lilyanna Peyser at 202-551- 3222 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Glenn Pollner, Esq.
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United States securities and exchange commission logo
August 28, 2023
Michael Seifert
President and Chief Executive Officer
PSQ Holdings, Inc.
222 Lakeview Avenue, Suite 800
West Palm Beach, Florida 33401
Re:PSQ Holdings, Inc.
Registration Statement on Form S-1
Filed August 9, 2023
File No. 333-273830
Dear Michael Seifert:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed August, 9, 2023
Cover page
1.Please revise the cover page to state the voting rights of the Class A and Class C common
stock, as well as the fact that your CEO owns 52.62% of your outstanding voting power
and you are therefore a controlled company.
2.Disclose the potential profit if the Sponsor Distributees sell the 5,700,000 Private
Warrants at a recent sale price, as well as the potential profit if the Sponsor Distributees
sell the 5,700,000 shares of Class A Common Stock underlying the Private Warrants at a
recent sale price assuming conversion of the Private Warrants. Also disclose that cash
proceeds of the company associated with the exercises of the warrants are dependent on
the stock price.
FirstName LastNameMichael Seifert
Comapany NamePSQ Holdings, Inc.
August 28, 2023 Page 2
FirstName LastName
Michael Seifert
PSQ Holdings, Inc.
August 28, 2023
Page 2
Risk Factor
Risks Related to Ownership of Our Class A Common Stock
A significant portion of our shares of Class A Common Stock will be available for immediate
resale..., page 44
3.We note your disclosure that “[w]hile the Selling Holders may experience a positive rate
of return based on the trading price of the Company’s securities, the public holders of the
Company’s securities may not experience a similar rate of return on the securities they
purchased due to differences in the applicable purchase price and trading price.” Please
expand your disclosure to state that the selling holders may therefore have an incentive to
sell because of the likelihood that they will still profit on sales because of the lower price
that they purchased their shares than the public investors.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Jennie Beysolow at 202-551-8108 or Lilyanna Peyser at 202-551-
3222 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Glenn Pollner, Esq.