UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
In connection with the preparation of the consolidated financial statements of PSQ Holdings, Inc. (the “Company”) for the year ended December 31, 2023, management identified a classification error, between financing activities and operating activities in the Company’s Unaudited Condensed Consolidated Statements of Cash Flows included in the Quarterly Report on Form 10-Q as of and for the three and nine months ended September 30, 2023 and 2022, which the Company filed with the SEC on November 14, 2023 (the “Third Quarter Form 10-Q”). The Company previously classified cash outflows associated with transaction costs incurred in connection with the Business Combination as a financing activity. Based on the predominance principle in ASC 240, Statement of Cash Flows, the Company determined that these cash outflows should be classified within operating activities in the Unaudited Condensed Consolidated Statements of Cash Flows.
Based on an analysis of quantitative and qualitative factors in accordance with SEC Staff Accounting Bulletins 99, Materiality and 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company and the Audit Committee of the Board of Directors (the “Audit Committee”), determined that the error was material to its previously issued financial statements, as included in the Third Quarter Form 10-Q (the “Prior Period Financial Statements”). The Company along with the Audit Committee has discussed with UHY LLP (“UHY”), its independent registered public accounting firm, the matters described herein.
As a result of the foregoing, on March 11, 2024, the Company and the Audit Committee determined that the Prior Period Financial Statements, as well as any reports, related earnings releases, investor presentations or similar communications of the Prior Period Financial Statements, should no longer be relied upon.
There was no impact to Cash and cash equivalents, the Condensed Consolidated Statements of Operations, the Condensed Consolidated Balance Sheets, and the Condensed Consolidated Statements of Changes in Stockholders’ Equity for any periods presented in the Prior Period Financial Statements.
The Company expects to file an amendment to the Third Quarter Form 10-Q immediately following the filing of this Current Report on Form 8-K.
The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K with UHY.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PSQ Holdings, Inc. | ||
| Date: March 14, 2024 | By: | /s/ Michael Seifert |
| Name: | Michael Seifert | |
| Title: | Founder, Chairman and Chief Executive Officer | |
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