PSQ Holdings, Inc. reported the formal launch of its payments platform, the implementation of a strategic plan to streamline the organization, and the announcement of a private investment in public equity transaction (“PIPE”) of $5.35 million to help fund the growth of its payments vertical and for other general corporate purposes.
Michael Seifert, Chairman and Chief Executive Officer of PublicSquare, commented, “The traction we are experiencing with merchants adopting our payments and credit technology and embracing our strategic cancel-proof position in the market has been truly remarkable. With our intentional focus on our fintech business and the official launch of our payments platform, we have executed contracts that, if fulfilled in their entirety, could result in annualized payments processing Gross Merchandise Value (“GMV”) of over $700 million. We aim to increase this to $1.0 billion by the Christmas shopping season.
“We have also recognized we can run a headcount-light tech software business model and have implemented a strategic plan to streamline the organization, reducing our staff by over 35% and retaining the people critical to this B2B focused sales and marketing positioning going forward, which we expect will lower our cash burn meaningfully. Even more important, we have raised capital, primarily from insiders, to fund further growth. With a bolstered cash position to help fund payments initiatives and a leaner organization, we believe we can focus on our goal of reaching profitability in near term.
“We are also taking significant steps in modifying the PublicSquare marketplace to align with our fintech goals, fine-tuning our curation of merchants, and launching an affiliate fee-based offering akin to other fintech peers in 2025, where we would receive a commission for traffic or transactions initiated through our marketplace. We are excited about the continued synergies we are able to exercise between revenue streams as we further enhance our commerce and payments ecosystem.”
PIPE Investment
On October 24, 2024, the Company closed a private investment in public equity transaction (“PIPE”) pursuant to a Securities Purchase Agreement (“PIPE Purchase Agreement”) dated October 22, 2024, for the purchase of $5,350,004.10 of Class A common stock at $2.70 per share with three investors: (i) an affiliate of a PSQH board member, (ii), a party related to a PSQH board member and executive officer, and (ii) an unaffiliated accredited investor (the “Purchasers”). The purchase price was slightly in excess of the 14-day average closing price of the Company’s stock on the New York Stock Exchange. The Purchasers also entered into a Registration Rights Agreement (the “PIPE Registration Rights Agreement”) with the Company, pursuant to which, among other things, require the Company to file a registration statement to register the resale of the shares within a certain period after the closing of the PIPE Purchase Agreement. The PIPE Purchase Agreement also contained a lock-up provision pursuant to which, for a period of 12 months after the closing of the PIPE Purchase Agreement, the shares will be subject to trading restrictions and the Purchasers will be restricted from selling short or hedging PSQ securities subject to certain exceptions. The foregoing descriptions of the PIPE Purchase Agreement and the PIPE Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the forms of PIPE Purchase Agreement and PIPE Registration Rights Agreement attached as exhibits to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 28, 2024.
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