milestones, including EveryLife, PSQ Link, E-commerce, the Tucker Carlson partnership, Credova, PSQPayments, PublicSquare Live and Eden, (vi) risks related to PublicSquare's potential inability to achieve or maintain profitability and generate significant revenue, (vii) the ability to raise capital on reasonable terms as necessary to develop its products in the timeframe contemplated by PublicSquare's business plan, (viii) the ability to execute PublicSquare's anticipated business plans and strategy, (ix) the ability of PublicSquare to enforce its current or future intellectual property, including patents and trademarks, along with potential claims of infringement by PublicSquare of the intellectual property rights of others, (x) actual or potential loss of key influencers, media outlets and promoters of PublicSquare's business or a loss of reputation of PublicSquare or reduced interest in the mission and values of PublicSquare and the segment of the consumer marketplace it intends to serve, and (xi) the risk of economic downturn, increased competition, a changing regulatory landscape and related impacts that could occur in the highly competitive consumer marketplace, both online and through "bricks and mortar" operations. The foregoing list of factors is not exhaustive. Recipients should carefully consider such factors and the other risks and uncertainties described and to be described in PublicSquare's public filings with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Recipients are cautioned not to put undue reliance on forward-looking statements, and PublicSquare does not assume any obligation to, nor does it intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. PublicSquare gives no assurance that PublicSquare will achieve its expectations.
PSQ HOLDINGS, INC. (dba PublicSquare)
Condensed Consolidated Balance Sheets
March 31, December 31,
2024 2023
------------ ------------
(unaudited)
Assets
Current assets
Cash and cash equivalents $ 9,112,952 $ 16,446,030
Restricted cash 233,899 -
Accounts receivable, net 365,608 204,879
Loans held for investment, net of
allowance for credit losses of
$890,470 as of March 31, 2024 5,542,573 -
Interest receivable 426,042 -
Inventory 1,207,381 1,439,182
Prepaid expenses and other
current assets 2,945,377 3,084,576
----------- -----------
Total current assets 19,833,832 21,174,667
Loans held for investment, net of
allowance for credit losses of
$183,111 as of March 31, 2024,
non-current 1,139,745 -
Property and equipment, net 362,394 127,139
Intangible assets, net 15,758,698 3,557,029
Goodwill 10,930,978 -
Operating lease right-of-use
assets 570,585 324,238
Deposits 37,902 63,546
----------- -----------
Total assets $ 48,634,134 $ 25,246,619
=========== ===========
Liabilities and stockholders'
equity
Current liabilities
Revolving line of credit $ 5,100,542 $ -
Accounts payable 6,592,107 1,828,508
Accrued expenses 1,044,015 1,641,553
Deferred revenue 143,648 225,148
Operating lease liabilities,
current portion 327,884 310,911
----------- -----------
Total current liabilities 13,208,196 4,006,120
Convertible promissory notes 8,449,500 -
Warrant liabilities 7,898,500 10,130,000
Earn-out liabilities 540,000 660,000
Operating lease liabilities 244,818 16,457
----------- -----------
Total liabilities 30,341,014 14,812,577
----------- -----------
Commitments and contingencies (Note
16)
Stockholders' equity
Preferred stock, $0.0001 par
value; 50,000,000 authorized
shares; no shares issued and
outstanding as of March 31, 2024
and December 31, 2023 - -
Class A Common stock, $0.0001 par
value; 500,000,000 authorized
shares; 28,177,917 shares and
24,410,075 shares issued and
outstanding as of March 31, 2024
and December 31, 2023
respectively 2,817 2,441
Class C Common stock, $0.0001 par
value; 40,000,000 authorized
shares; 3,213,678 shares issued
and outstanding as of March 31,
2024 and December 31, 2023 321 321
Additional paid in capital 93,079,952 72,644,419
Accumulated deficit (74,789,970) (62,213,139)
----------- -----------
Total stockholders' equity 18,293,120 10,434,042
----------- -----------
Total liabilities and stockholders'
equity $ 48,634,134 $ 25,246,619
=========== ===========
PSQ HOLDINGS, INC. (dba PublicSquare)
Condensed Consolidated Statements of Operations (Unaudited)
For the three months ended
March 31,
------------------------------
2024 2023
---------------- -----------
Revenues, net $ 3,465,889 $ 378,034
Costs and expenses:
Cost of revenue (exclusive of
depreciation and amortization
shown separately below) 598,361 362,973
Cost of goods sold 1,391,408 -
General and administrative 10,262,878 4,091,850
Sales and marketing 4,682,638 666,057
Research and development 1,141,958 248,500
Depreciation and amortization 296,597 545,337
------------ ----------
Total costs and expenses 18,373,840 5,914,717
------------ ----------
Operating loss (14,907,951) (5,536,683)
Other income (expense):
Other income 103,379 5,138
Change in fair value of
convertible promissory notes - (1,147,905)
Change in fair value of earn-out
liabilities 120,000 -
Change in fair value of warrant
liabilities 2,231,500 -
Interest expense, net (124,178) (8,001)
------------ ----------
Loss before income tax benefit
(expense) (12,577,250) (6,687,451)
Income tax benefit (expense) 419 (189)
------------ ----------
Net loss $ (12,576,831) $(6,687,640)
============ ==========
Net loss per common share, basic
and diluted $ (0.44) $ (0.40)
Weighted-average shares
outstanding, basic and diluted 28,395,756 16,683,248
PSQ HOLDINGS, INC. (dba
PublicSquare) Condensed
Consolidated Statements of Cash
Flows (Unaudited)
For the three months ended
March 31,
------------------------------
2024 2023
---------------- -----------
Cash Flows from Operating
Activities
Net loss $ (12,576,831) $(6,687,640)
Adjustment to reconcile net loss
to net cash used in operating
activities:
Change in fair value of convertible
promissory notes - 1,147,905
Change in fair value of warrant
liabilities (2,231,500) -
Change in fair value of earn-out
liabilities (120,000) -
Share based compensation 5,886,423 -
Provision for credit losses on
loans held for investment 75,507 -
Origination of loans and leases for
resale (1,493,581) -
Proceeds from sale of loans and
leases for resale 1,576,585 -
Gain on sale of loans and leases (83,004) -
Depreciation and amortization 296,597 545,337
Non-cash operating lease expense 94,774 40,813
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