v3.26.1
Warrant Liabilities
12 Months Ended
Dec. 31, 2025
Warrant Liabilities [Abstract]  
Warrant Liabilities Warrant Liabilities
On July 19, 2023, the Company completed a business combination (the “Business Combination”) with Colombier Acquisition Corp. (“Colombier”), pursuant to a plan of reorganization, and Colombier subsequently changed its name to PSQ Holdings, Inc. As part of Colombier’s initial public offering (“IPO”), Colombier issued warrants to third-party investors where each whole warrant entitles the holder to purchase one share of the Company’s Class A Common Stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, Colombier completed the private sale of Private Warrants where each Private Warrant allows the holder to purchase one share of the Company’s Class A Common Stock at $11.50 per share. At December 31, 2025 and 2024, there are 5,750,000 Public Warrants and 5,700,000 Private Warrants outstanding.
These warrants expire on the fifth anniversary of the Business Combination or earlier upon redemption or liquidation and are exercisable commencing 30 days after the Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.
The Company may redeem the outstanding warrants:
in whole and not in part;
at a price of $0.01 per warrant;
upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and
if, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders.
The Public Warrants and Private Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value as of the Closing Date, with an offsetting entry to additional paid-in capital and adjusts the carrying value of the instruments to fair value through other income (expense) on the Consolidated Statements of Operations at each reporting period until they are exercised. As of December 31, 2025 and 2024, the Public Warrants and Private Warrants are presented within warrant liabilities on the Consolidated Balance Sheets.