SEC Comment Letter 0000000000-23-010930 to PSQ Holdings, Inc. (PSQH)
PSQ Holdings, Inc.
Date: Oct. 4, 2023 · CIK: 0001847064 · Accession: 0000000000-23-010930
AI Filing Summary & Sentiment
File numbers found in text: 333-273830
Letter
United States securities and exchange commission logo October 4, 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. Amendment No. 1 to Registration Statement on Form S-1 Filed September 8, 2023 File No. 333-273830 Dear Michael Seifert: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our August 28, 2023 letter. Amendment No. 1 to Registration Statement on Form S-1 filed September 8, 2023 Cover page 1.We note your disclosure of the exercise price of the warrants compared to the market price of the Class A Common Stock and that you “will not receive any proceeds from the issuance of shares of Class A Common Stock upon the exercise of the Warrants unless the holders of the Warrants exercise their Warrants for cash.” Please revise here and in the prospectus summary section, as you do on pages 43 and 70, to discuss the likelihood that warrant holders will exercise their Warrants for cash. Exhibit 5.1 2.We note that the opinion is limited to the General Corporation Law of the State of Delaware, however it appears that the Resale Warrants, as defined in the opinion, are governed by New York law. Please revise the opinion accordingly, or advise.
FirstName LastNameMichael Seifert Comapany NamePSQ Holdings, Inc. October 4, 2023 Page 2 FirstName LastName Michael Seifert PSQ Holdings, Inc. October 4, 2023 Page 2
Please contact Jennie Beysolow at 202-551-8108 or Lilyanna Peyser at 202-551-3222 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Mike Bradshaw, Esq.
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United States securities and exchange commission logo
October 4, 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.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 8, 2023
File No. 333-273830
Dear Michael Seifert:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 28, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed September 8, 2023
Cover page
1.We note your disclosure of the exercise price of the warrants compared to the market price
of the Class A Common Stock and that you “will not receive any proceeds from the
issuance of shares of Class A Common Stock upon the exercise of the Warrants unless the
holders of the Warrants exercise their Warrants for cash.” Please revise here and in the
prospectus summary section, as you do on pages 43 and 70, to discuss the likelihood that
warrant holders will exercise their Warrants for cash.
Exhibit 5.1
2.We note that the opinion is limited to the General Corporation Law of the State of
Delaware, however it appears that the Resale Warrants, as defined in the opinion, are
governed by New York law. Please revise the opinion accordingly, or advise.
FirstName LastNameMichael Seifert
Comapany NamePSQ Holdings, Inc.
October 4, 2023 Page 2
FirstName LastName
Michael Seifert
PSQ Holdings, Inc.
October 4, 2023
Page 2
Please contact Jennie Beysolow at 202-551-8108 or Lilyanna Peyser at 202-551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Mike Bradshaw, Esq.