v3.26.1
Acquisitions
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
Asset Acquisition
In April 2025, the Company acquired certain software assets and intellectual property that it intends to use to enhance the Company’s payments service offerings for a total consideration of $5.1 million. The acquisition did not qualify as a business combination and, as a result, was accounted for as an asset acquisition as the fair value of the gross assets acquired was primarily related to a single asset. Since this acquisition was accounted for as an asset purchase, the cost of a group of assets acquired in an asset acquisition shall be allocated to the individual assets acquired or liabilities assumed based on their relative fair values and shall not give rise to goodwill.
The intellectual property, valued at $5.1 million, represents developed software which will enable the Company to expand the sectors it serves with its payment processing services. The consideration paid by the Company was 2,000,000 shares of the Company’s Class A Common Stock and potential earn-out payments of up to $1.3 million, valued at $0.6 million at acquisition date, reflecting an aggregate purchase price of $5.1 million.
Consideration:
Issuance of common stock$4,500,000 
Earn-out liability550,000 
Total consideration$5,050,000 
Assets acquired:Useful Life:
Acquired capitalized software developments3 years$5,050,000 
Credova
On March 13, 2024, the Company entered into an agreement and plan of merger (the “Credova Merger Agreement”) with Cello Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary (“Credova Merger Sub”), Credova Holdings, Inc., a Delaware corporation (“Credova”), and Samuel L. Paul, in the capacity as the Seller Representative in accordance with the terms of the Credova Merger Agreement. Pursuant to the Credova Merger Agreement, on March 13, 2024, the transactions which are the subject of the Credova Merger Agreement were consummated (the “Credova Closing”) and Credova Merger Sub merged with and into Credova (the “Credova Merger”), with Credova surviving as a wholly-owned subsidiary of PSQ Holdings, Inc.
Pursuant to the Credova Merger Agreement, on March 13, 2024, Merger Sub merged with and into Credova. In connection with the Credova Merger, each share of Credova’s equity was converted into the right to receive newly-issued shares of the Company's Class A Common Stock, and was delivered to the Credova stockholders at the closing (“Credova Stockholders”).
Credova Merger Consideration
As consideration for the Credova Merger, Credova Stockholders received 2,920,993 newly-issued shares of Class A Common Stock (the “Consideration Shares”). A number of Consideration Shares equal to ten percent (10%) of the Consideration Shares (the “Escrow Shares”) was placed in an escrow account for indemnity claims made under the Credova Merger Agreement. The Escrow Shares remaining in escrow upon the 12-month anniversary of the closing were released and distributed pro rata to the former Credova Stockholders.
The acquisition of Credova was accounted for as a business combination using the acquisition method pursuant to ASC 805, Business Combinations. As the acquirer for accounting purposes, the Company estimated the purchase price, assets acquired and liabilities assumed as of the acquisition date, with the excess of the purchase price over the fair value of net assets acquired recognized as goodwill.
The purchase price allocation as of the acquisition date is presented as follows:
March 13,
2024
Purchase consideration:
Common Stock, at fair value$14,137,606 
Assumption of notes payable8,449,500 
Cash paid1,587,184 
Total purchase consideration$24,174,290 
Purchase price allocation:
Cash$1,728,400 
Loans held for investment7,027,678 
Fixed assets243,879 
Intangible assets11,720,000 
Prepaid expenses1,269,933 
Goodwill10,930,978 
Operating lease right of use asset341,121 
Accounts payable and other current liabilities(3,430,171)
Lease liability(341,121)
Revolving line of credit(5,316,407)
Fair value of net assets acquired$24,174,290 
The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributed to the synergies expected from expanded market opportunities when integrating the acquired developed technologies with the Company’s offerings as well as acquiring an assembled workforce. The goodwill balance is not deductible for income tax purposes.
Acquisition-related costs of zero and $2.3 million associated with the Credova Merger were included in general and administrative expenses in the Consolidated Statement of Operations for the years ended December 31, 2025 and 2024, respectively.
The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in years):
Fair valueEstimated useful life
Trademarks and tradenames$1,700,000 5
Internally developed software3,600,000 3
Merchant relationships5,900,000 5
State operating licenses520,000 Indefinite
Total intangible assets$11,720,000 
The following unaudited supplemental pro forma combined financial information presents the Company’s combined results of operations for the year ended December 31, 2024 as if the Credova Merger had occurred on January 1, 2024. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the Company’s operating results that may have occurred had the Credova Merger been completed on January 1, 2024. In addition, the unaudited pro forma financial information does not give effect to any anticipated cost savings, operating efficiencies or other synergies that may be associated with the merger, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of Credova.
For the year ended December 31, 2024
Revenue$26,112,999 
Net loss$(56,296,035)
The unaudited pro forma financial information reflects pro forma adjustments to present the combined pro forma results of operations as if the acquisition had occurred on January 1, 2024 to give effect to certain events the Company believes to be directly attributable to the acquisition. These pro forma adjustments primarily include:
i.the elimination of Credova historical depreciation and amortization expense and the recognition of new depreciation and amortization expense;
ii.an adjustment to present acquisition-related transaction costs and other one-time costs directly attributable to the acquisition as if they were incurred in the earliest period presented; and
iii.the related income tax effects of the adjustments noted above, as applicable.
Acquisitions Acquisitions
Asset Acquisition
In April 2025, the Company acquired certain software assets and intellectual property that it intends to use to enhance the Company’s payments service offerings for a total consideration of $5.1 million. The acquisition did not qualify as a business combination and, as a result, was accounted for as an asset acquisition as the fair value of the gross assets acquired was primarily related to a single asset. Since this acquisition was accounted for as an asset purchase, the cost of a group of assets acquired in an asset acquisition shall be allocated to the individual assets acquired or liabilities assumed based on their relative fair values and shall not give rise to goodwill.
The intellectual property, valued at $5.1 million, represents developed software which will enable the Company to expand the sectors it serves with its payment processing services. The consideration paid by the Company was 2,000,000 shares of the Company’s Class A Common Stock and potential earn-out payments of up to $1.3 million, valued at $0.6 million at acquisition date, reflecting an aggregate purchase price of $5.1 million.
Consideration:
Issuance of common stock$4,500,000 
Earn-out liability550,000 
Total consideration$5,050,000 
Assets acquired:Useful Life:
Acquired capitalized software developments3 years$5,050,000 
Credova
On March 13, 2024, the Company entered into an agreement and plan of merger (the “Credova Merger Agreement”) with Cello Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary (“Credova Merger Sub”), Credova Holdings, Inc., a Delaware corporation (“Credova”), and Samuel L. Paul, in the capacity as the Seller Representative in accordance with the terms of the Credova Merger Agreement. Pursuant to the Credova Merger Agreement, on March 13, 2024, the transactions which are the subject of the Credova Merger Agreement were consummated (the “Credova Closing”) and Credova Merger Sub merged with and into Credova (the “Credova Merger”), with Credova surviving as a wholly-owned subsidiary of PSQ Holdings, Inc.
Pursuant to the Credova Merger Agreement, on March 13, 2024, Merger Sub merged with and into Credova. In connection with the Credova Merger, each share of Credova’s equity was converted into the right to receive newly-issued shares of the Company's Class A Common Stock, and was delivered to the Credova stockholders at the closing (“Credova Stockholders”).
Credova Merger Consideration
As consideration for the Credova Merger, Credova Stockholders received 2,920,993 newly-issued shares of Class A Common Stock (the “Consideration Shares”). A number of Consideration Shares equal to ten percent (10%) of the Consideration Shares (the “Escrow Shares”) was placed in an escrow account for indemnity claims made under the Credova Merger Agreement. The Escrow Shares remaining in escrow upon the 12-month anniversary of the closing were released and distributed pro rata to the former Credova Stockholders.
The acquisition of Credova was accounted for as a business combination using the acquisition method pursuant to ASC 805, Business Combinations. As the acquirer for accounting purposes, the Company estimated the purchase price, assets acquired and liabilities assumed as of the acquisition date, with the excess of the purchase price over the fair value of net assets acquired recognized as goodwill.
The purchase price allocation as of the acquisition date is presented as follows:
March 13,
2024
Purchase consideration:
Common Stock, at fair value$14,137,606 
Assumption of notes payable8,449,500 
Cash paid1,587,184 
Total purchase consideration$24,174,290 
Purchase price allocation:
Cash$1,728,400 
Loans held for investment7,027,678 
Fixed assets243,879 
Intangible assets11,720,000 
Prepaid expenses1,269,933 
Goodwill10,930,978 
Operating lease right of use asset341,121 
Accounts payable and other current liabilities(3,430,171)
Lease liability(341,121)
Revolving line of credit(5,316,407)
Fair value of net assets acquired$24,174,290 
The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributed to the synergies expected from expanded market opportunities when integrating the acquired developed technologies with the Company’s offerings as well as acquiring an assembled workforce. The goodwill balance is not deductible for income tax purposes.
Acquisition-related costs of zero and $2.3 million associated with the Credova Merger were included in general and administrative expenses in the Consolidated Statement of Operations for the years ended December 31, 2025 and 2024, respectively.
The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in years):
Fair valueEstimated useful life
Trademarks and tradenames$1,700,000 5
Internally developed software3,600,000 3
Merchant relationships5,900,000 5
State operating licenses520,000 Indefinite
Total intangible assets$11,720,000 
The following unaudited supplemental pro forma combined financial information presents the Company’s combined results of operations for the year ended December 31, 2024 as if the Credova Merger had occurred on January 1, 2024. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the Company’s operating results that may have occurred had the Credova Merger been completed on January 1, 2024. In addition, the unaudited pro forma financial information does not give effect to any anticipated cost savings, operating efficiencies or other synergies that may be associated with the merger, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of Credova.
For the year ended December 31, 2024
Revenue$26,112,999 
Net loss$(56,296,035)
The unaudited pro forma financial information reflects pro forma adjustments to present the combined pro forma results of operations as if the acquisition had occurred on January 1, 2024 to give effect to certain events the Company believes to be directly attributable to the acquisition. These pro forma adjustments primarily include:
i.the elimination of Credova historical depreciation and amortization expense and the recognition of new depreciation and amortization expense;
ii.an adjustment to present acquisition-related transaction costs and other one-time costs directly attributable to the acquisition as if they were incurred in the earliest period presented; and
iii.the related income tax effects of the adjustments noted above, as applicable.