PSQ Holdings (PSQH) FY2025 10-K Risk Factors: 30 New, 41 Dropped

What the changes say

The company highlights persistent net losses, including $24.9 million in 2025, and expanding into Fintech operations.

What changed since the prior 10-K

New

NewRisks Related to Our Financial Performance and Operation Risks Related to Our Business
We have incurred net losses and negative cash flows from operations in prior periods and may not achieve or sustain profitability
We incurred net losses of $24.9 million in 2025 and $43.6 million in 2024, alongside negative cash flows from operations.
NewRisks Related to Our Financial Performance and Operation Risks Related to Our Business
We may require substantial additional capital to support our operations and growth, and such capital may not be available on acceptable terms or at all
We may need substantial additional capital to fund working capital, partner reserves, and consumer receivables.
NewRisks Related to Our Financial Performance and Operation Risks Related to Our Business
Our liquidity could be adversely affected by reserve, collateral, or prefunding requirements imposed by partners or networks
Payment processing partners may require us to maintain reserves or post collateral, which could constrain liquidity.
NewRisks Related to Our Financial Performance and Operation Risks Related to Our Business
If we are unable to manage growth effectively, our operations could be strained and our business could be harmed
Scaling payments and consumer financing platforms requires significant operational and regulatory compliance controls.
NewRisks Related to Our Financial Performance and Operation Risks Related to Our Business
Our operating results may fluctuate from period to period, which could make our performance difficult to evaluate and could cause volatility in the trading price of our securities
Operating results may fluctuate due to transaction volume, chargeback losses, interest rates, and election-driven fundraising cycles.
NewRisks Related to Our Financial Performance and Operation Risks Related to Our Business
We may implement initiatives intended to reduce costs or improve efficiency, including reorganizations, headcount actions, vendor rationalization, and other measures. These initiatives may not result in the expected savings or may take longer than anticipated to realize benefits
Cost reduction initiatives like reorganizations may not yield expected savings and could cause operational gaps or loss of personnel.
NewRisks Related to Our Financial Performance and Operation Risks Related to Our Business
Changes in tax rates, changes in tax treatment of transaction-based and digital services businesses could adversely affect our financial results
State and local tax laws expanding authority over technology-enabled services could increase our transaction-based tax collection obligations.
NewRisks Related to Our Business Strategy and Industry
Our FinTech-focused strategy may not be successful, and changes to our strategy or priorities could adversely affect our business
Our new Fintech-focused strategy may fail due to poor product-market fit, regulatory hurdles, or competition.
NewRisks Related to Our Business Strategy and Industry
Our success depends on attracting, onboarding and retaining merchants, retailers, campaigns and non-profit organizations, and we may not successfully convert our sales leads or contracts into sustained transaction volume
Our growth depends on onboarding merchants and non-profits, and failure to convert sales pipelines could hurt revenue.
NewRisks Related to Our Business Strategy and Industry
Adverse publicity or reputational harm could materially adversely affect our business
Negative publicity regarding the merchants and organizations we serve could harm our reputation and reduce transaction volume.
NewRisks Related to Our Business Strategy and Industry
The FinTech and payments industries evolve rapidly, including changes in consumer preferences, payment methods, network rules, fraud patterns, security standards and regulatory requirements. We must continue to develop and enhance our products to remain competitive and to meet changing requirements
We must continually adapt to rapid changes in payment methods, network rules, and fraud patterns.
NewRisks Related to Our Business Strategy and Industry
Our ability to execute our strategy depends on the contributions of key executives and other highly skilled personnel in engineering, product, risk, finance, compliance, operations, and sales. Competition for such personnel is intense, and we may not be able to attract, integrate or retain qualified employees
Recent executive departures and transitions, including the appointment of Dusty Wunderlich as CEO in January 2026, could disrupt operations.
NewRisks Related to Our Business Strategy and Industry
Product development involves substantial risks, including risk of delayed delivery, defects or failures, higher-than-expected development costs, security vulnerabilities, and failure to achieve customer adoption. Product development is also influenced by partner and network requirements and regulatory developments
NewRisks Related to Our Business Strategy and Industry
We may pursue acquisitions, investments, or partnerships, and we may not realize the expected benefits of those arrangements
NewRisks Related to Our Business Strategy and Industry
We may not be able to complete the planned divestiture of the Brands segment on the expected timeline or at all, and any proceeds may be less than anticipated
NewRisks Related to PSQ Payments
Our payments processing business depends on relationships with sponsor banks and processing partners, and the loss of, or changes in, these relationships could disrupt our business
NewRisks Related to PSQ Payments
We are subject to the rules of card networks and the ACH network, and failure to comply or changes in these rules could adversely affect our business
NewRisks Related to PSQ Payments
Chargebacks and disputes can arise for many reasons, including fraud, merchant non-fulfillment, consumer dissatisfaction, or processing errors. We may be responsible for certain chargebacks or other losses, including where merchants are unable or unwilling to cover obligations
NewRisks Related to PSQ Payments
We are responsible for onboarding and monitoring merchants in accordance with partner and network requirements. If our underwriting, monitoring, or risk controls fail to identify high-risk or non-compliant merchants, we could experience increased chargebacks, fraud, fines and reputational harm
NewRisks Related to PSQ Payments
Our processing volumes and economics may be adversely affected by changes in interchange, assessment fees, network rules or pricing by third-party partners
NewRisks Related to PSQ Payments
Payments processing requires compliance with security standards and the protection of sensitive cardholder and bank account data. Failure to maintain PCI-DSS compliance or other security requirements can result in assessments, fines, mandated remediation, increased monitoring or loss of processing access
NewRisks Related to PSQ Impact
PSQ Impact has a limited operating history, and we may not be successful in scaling this business or achieving expected results
NewRisks Related to PSQ Impact
The market for political fundraising and payment processing platforms is highly concentrated, and PSQ Impact may be unable to compete effectively against established providers
NewRisks Related to PSQ Impact
Fundraising and payments activity can be highly seasonal and volatile, which may cause fluctuations in our results
NewRisks Related to PSQ Impact
Fundraising activity involves heightened compliance risk, and failures could result in regulatory action, litigation, losses and reputational harm
NewRisks Related to PSQ Impact
Donation transactions may involve higher rates of chargebacks, refunds, disputes or allegations of unauthorized activity than traditional commerce transactions. These dynamics can increase operational costs and may result in financial losses, including where chargebacks are not recoverable
NewRisks Related to PSQ Impact
Our fundraising platform may be subject to partner sensitivity and reputational risk, which could limit growth or disrupt operations
NewRisks Related to PSQ Impact
Our fundraising customers may experience operational or compliance failures, and we may be subject to claims arising from those failures
NewRisks Related to Ownership of Our Class A Common Stock
We received a written notice from the NYSE that we are not in compliance with continued listing standards, and if we fail to regain compliance, our Class A Common Stock would be delisted
NewRisks Related to Ownership of Our Class A Common Stock
Our Public Warrants, Private Warrants, Pre-Funded Warrants, and Common Warrants may adversely affect the market price of our Class A Common Stock and may result in dilution to stockholders

Dropped

DroppedRisks Related to Our Financial Performance and Operation Risks Related to Our Business
We have a very limited operating history, which makes it difficult to evaluate our business and prospects
We have a very limited operating history.
DroppedRisks Related to Our Financial Performance and Operation Risks Related to Our Business
To date, we have not generated significant revenues or achieved profitability, and may never generate significant revenues or become profitable
To date, we have not generated significant revenues or achieved profitability.
DroppedRisks Related to Our Financial Performance and Operation Risks Related to Our Business
We may require substantial additional funding to finance our operations, but adequate additional financing may not be available when we need it, on acceptable terms or at all
We may require substantial additional funding to finance operations.
DroppedRisks Related to Our Financial Performance and Operation Risks Related to Our Business
Our past successful fundraising efforts do not guarantee long term liquidity, and we may be unable to obtain additional financing to fund the operation and growth of our business
Past fundraising efforts do not guarantee long term liquidity.
DroppedRisks Related to Our Financial Performance and Operation Risks Related to Our Business
Our growth to date may not be sustainable or indicative of future performance
Our growth to date may not be sustainable.
DroppedRisks Related to Our Financial Performance and Operation Risks Related to Our Business
In order to grow, we must attract, retain and engage our consumers, business owners, and advertisers on the Platform and maintain an active consumer base. Our consumers may not grow, and may decline which, in turn, may affect our continued ability to attract businesses and advertisers to the Platform
In order to grow, we must attract, retain and engage consumers and businesses.
DroppedRisks Related to Our Financial Performance and Operation Risks Related to Our Business
The market for the Platform and services may not be as large as we believe it to be
The market for the Platform and services may not be as large as we believe.
DroppedRisks Related to Our Financial Performance and Operation Risks Related to Our Business
Our business depends on hiring, developing and retaining highly skilled and dedicated employees, and any failure to do so, including turnover in our senior management and other key personnel, could have a material adverse effect on our business
Our business depends on hiring and retaining highly skilled employees in West Palm Beach.
DroppedRisks Related to Our Financial Performance and Operation Risks Related to Our Business
If we cannot maintain our company culture as we grow, our success and our business and competitive position may be harmed
If we cannot maintain our company culture as we grow, our success may be harmed.
DroppedRisks Related to Our Financial Performance and Operation Risks Related to Our Business
Our success depends on establishing and maintaining a strong brand and base of business owners and consumers of the Platform, and any failure to establish and maintain a strong brand or consumer base would adversely affect our future growth prospects
Our success depends on establishing and maintaining a strong brand.
DroppedRisks Related to Our Financial Performance and Operation Risks Related to Our Business
Negative publicity or media coverage about us or persons or businesses associated with us could adversely affect our reputation and our business, results of operations and future growth prospects
Negative publicity or media coverage could adversely affect our reputation.
DroppedRisks Related to Our Financial Performance and Operation Risks Related to Our Business
Our five core values may not always align with the interests of our business or our stockholders
Our five core values may not always align with stockholder interests.
DroppedRisks Related to Our Financial Performance and Operation Risks Related to Our Business
Any failure by us to attract and onboard new merchants in the Financial Technology segment or any change in or loss of relationships with our existing partners could adversely affect our business and results of operations
DroppedRisks Related to Our Financial Performance and Operation Risks Related to Our Business
If engagement by consumers on the Platform fails to increase or declines, our revenue, business and operating results will be harmed
DroppedRisks Related to Our Financial Performance and Operation Risks Related to Our Business
If we fail to generate and maintain a sufficiently high quality directory of businesses on the Platform, we may be unable to provide consumers with the information they are looking for, which could negatively impact our traffic and revenue
DroppedRisks Related to Our Financial Performance and Operation Risks Related to Our Business
We are subject to payments-related risks
DroppedRisks Related to Our Financial Performance and Operation Risks Related to Our Business
Uncertain global macro-economic and political conditions could materially and adversely affect our results of operations and financial condition
DroppedRisks Related to Our Financial Performance and Operation Risks Related to Our Business
If we fail to maintain adequate operational and financial resources, we may be unable to execute our business plan or maintain high levels of service and consumer satisfaction
DroppedRisks Related to Our Financial Performance and Operation Risks Related to Our Business
We may not be able to scale our systems, technology, or network infrastructure to ensure that the Platform is accessible
DroppedRisks Related to Our Financial Performance and Operation Risks Related to Our Business
Engagement by consumers and businesses on the Platform, and our ability to monetize the Platform depend upon effective operation within and compatibility with operating systems, networks, devices, web browsers and standards, including mobile operating systems, networks, and standards that we do not control
DroppedRisks Related to Our Financial Performance and Operation Risks Related to Our Business
Real or perceived errors, failures or bugs in the Platform or our products could materially and adversely affect our operating results and growth prospects
DroppedRisks Related to Our Financial Performance and Operation Risks Related to Our Business
The loss of Michael Seifert, Our Founder, Chief Executive Officer and Chairman of the Board, or other key personnel, or failure to attract and retain other highly qualified personnel, could harm our business
DroppedRisks Related to Our Financial Performance and Operation Risks Related to Our Business
Changes in tax rates, changes in tax treatment of companies engaged in e-commerce, or the adoption of new tax legislation may adversely impact our financial results
DroppedRisks Related to Our Business Strategy and Industry
We have limited experience with respect to determining the optimal prices and pricing structures for our products and services, which may impact our financial results
DroppedRisks Related to Our Business Strategy and Industry
The expansion of our operations, including in areas not part of our current operations, subjects us to additional risks that can adversely affect our operating results
DroppedRisks Related to Our Business Strategy and Industry
Changes to our existing platform and services could fail to attract engagement with the Platform or fail to generate revenue
DroppedRisks Related to Our Business Strategy and Industry
If we fail to successfully capitalize on our new e-commerce functionality or new D2C product offerings, introduce new platform innovations or expand effectively into new markets, our revenue and our business may be harmed
DroppedRisks Related to Our Business Strategy and Industry
We may not be able to expand into or to compete successfully in a highly competitive D2C market
DroppedRisks Related to Our Business Strategy and Industry
The D2C market is subject to unique risks related to payment, which, if realized, could adversely impact our business, financial condition and results of operations
DroppedRisks Related to Our Business Strategy and Industry
The D2C model may expose us to significant inventory risks
DroppedRisks Related to Our Business Strategy and Industry
We may in the future make acquisitions, and such acquisitions could disrupt our operations, and may have an adverse effect on our operating results
DroppedRisks Related to Our Business Strategy and Industry
Any acquisitions, partnerships or joint ventures that we enter into could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations
DroppedRisks Related to Our Business Strategy and Industry
We may be unable to successfully grow our business if we fail to compete effectively with others to attract and retain our executive officers and other key management and technical personnel
DroppedRisks Related to Our Operations as a Public Company
We are an Emerging Growth Company, making comparisons to non-Emerging Growth companies difficult or impossible
DroppedRisks Related to Ownership of Our Class A Common Stock
An active market for our securities may not develop, which would adversely affect the liquidity and price of our securities
DroppedRisks Related to Ownership of Our Class A Common Stock
Our issuance of additional capital stock in connection with financings, acquisitions, investments, the Stock Incentive Plan (“SIP”), the Employee Stock Purchase Plan (“ESPP”) or otherwise will dilute all other stockholders
DroppedRisks Related to Ownership of Our Class A Common Stock
We do not intend to pay cash dividends for the foreseeable future
DroppedRisks Related to Ownership of Our Class A Common Stock
Our Warrants may have an adverse effect on the market price of our Class A Common Stock
DroppedRisks Related to Ownership of Our Class A Common Stock
Our Founder and Chief Executive Officer will continue to exercise significant control over our business and operations, including through his holdings of a special Class C Common Stock with majority voting rights
DroppedRisks Related to Ownership of Our Class A Common Stock
Future sales, or the perception of future sales, by us or our stockholders in the public market following could cause the market price for the Class A Common Stock to decline
DroppedRisks Related to Ownership of Our Class A Common Stock
Certain holders of our common stock are entitled to a contingent right to receive Earnout Shares that is conditioned on specific circumstances, of which the occurrence is uncertain, and the failure of any of such circumstances to occur could create potential negative effects such as an increased risk of litigation

Reworded

100% rewrittenRisks Related to Our Business Strategy and Industry
Our business faces significant competition, and if we are unable to compete effectively, our business and operating results could be materially and adversely affected
Expanded competition risk to explicitly name large payment processors, banks, BNPL providers, and fundraising tech competitors.
Was: Our business faces significant competition, and if we are unable to compete effectively, our business and operating results would be adversely affected
95% rewrittenRisks Related to Ownership of Our Class A Common Stock
In accordance with ASC 815, Derivatives and Hedging (“ASC 815”), the Company’s warrants are classified as derivative liabilities and measured at fair value on its balance sheet, with any changes in fair value to be reported each period in earnings on our statement of operations
Added litigation risk related to the contingency of Earnout Shares for Class A Common Stock holders.
55% rewrittenRisks Related to Our Financial Performance and Operation Risks Related to Our Business
We hold a portion of our cash and cash equivalents that we use to meet our working capital needs in deposit accounts that could be adversely affected if the financial institutions holding such funds fail
Removed FDIC insurance protection assurance language regarding uninsured deposits if working capital financial institutions fail.
53% rewrittenRisks Related to Our Financial Performance and Operation Risks Related to Our Business
We currently rely upon third-party providers of cloud-based infrastructure to host our products. Any disruption in the operations of these third-party providers, limitations on capacity or interference with our use could adversely affect our business, financial condition and results of operations
Minor phrasing updates regarding third-party cloud infrastructure protection and data center transmission.
51% rewrittenRisks Related to Our Financial Performance and Operation Risks Related to Our Business
Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations
Updated federal NOL carryforward figures to approximately $108.5 million for 2025 compared to $70.0 million for 2024.
49% rewrittenRisks Related to Ownership of Our Class A Common Stock
If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline
Updated analyst coverage references to note Roth MKM and Maxim Group currently publish research.
44% rewrittenRisks Related to Our Operations as a Public Company
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented, or detected and corrected on a timely basis
Retained material weakness internal control disclosure language with minor stylistic continuity.
29% rewrittenRisks Related to Our Financial Performance and Operation Risks Related to Our Business
Natural disasters, including but not limited to unusual weather conditions, epidemic outbreaks, terrorist acts and political events could disrupt our business schedule
Expanded natural disasters risk to include potential trade disruptions and escalation of war affecting economic conditions.
Was: Natural disasters, including and not limited to unusual weather conditions, epidemic outbreaks, terrorist acts and political events could disrupt our business schedule
24% rewrittenRisks Related to Ownership of Our Class A Common Stock
Our stockholders may experience dilution in the future
20% rewrittenRisks Related to Regulatory, Compliance and Legal
We are or may be subject to numerous risks relating to the need to comply with data and information privacy laws

All 78 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Financial Performance and Operation Risks Related to Our Business

01We have incurred net losses and negative cash flows from operations in prior periods and may not achieve or sustain profitabilityNew
02We may require substantial additional capital to support our operations and growth, and such capital may not be available on acceptable terms or at allNew
03Our liquidity could be adversely affected by reserve, collateral, or prefunding requirements imposed by partners or networksNew
04If we are unable to manage growth effectively, our operations could be strained and our business could be harmedNew
05We currently rely upon third-party providers of cloud-based infrastructure to host our products. Any disruption in the operations of these third-party providers, limitations on capacity or interference with our use could adversely affect our business, financial condition and results of operations53% rewritten
06Our operating results may fluctuate from period to period, which could make our performance difficult to evaluate and could cause volatility in the trading price of our securitiesNew
07We may implement initiatives intended to reduce costs or improve efficiency, including reorganizations, headcount actions, vendor rationalization, and other measures. These initiatives may not result in the expected savings or may take longer than anticipated to realize benefitsNew
08Changes in tax rates, changes in tax treatment of transaction-based and digital services businesses could adversely affect our financial resultsNew
09Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations51% rewritten
10We hold a portion of our cash and cash equivalents that we use to meet our working capital needs in deposit accounts that could be adversely affected if the financial institutions holding such funds fail55% rewritten
11Natural disasters, including but not limited to unusual weather conditions, epidemic outbreaks, terrorist acts and political events could disrupt our business schedule29% rewritten

Risks Related to Our Business Strategy and Industry

12Our FinTech-focused strategy may not be successful, and changes to our strategy or priorities could adversely affect our businessNew
13Our business faces significant competition, and if we are unable to compete effectively, our business and operating results could be materially and adversely affected100% rewritten
14Our success depends on attracting, onboarding and retaining merchants, retailers, campaigns and non-profit organizations, and we may not successfully convert our sales leads or contracts into sustained transaction volumeNew
15Adverse publicity or reputational harm could materially adversely affect our businessNew
16The FinTech and payments industries evolve rapidly, including changes in consumer preferences, payment methods, network rules, fraud patterns, security standards and regulatory requirements. We must continue to develop and enhance our products to remain competitive and to meet changing requirementsNew
17Our ability to execute our strategy depends on the contributions of key executives and other highly skilled personnel in engineering, product, risk, finance, compliance, operations, and sales. Competition for such personnel is intense, and we may not be able to attract, integrate or retain qualified employeesNew
18Product development involves substantial risks, including risk of delayed delivery, defects or failures, higher-than-expected development costs, security vulnerabilities, and failure to achieve customer adoption. Product development is also influenced by partner and network requirements and regulatory developmentsNew
19We may pursue acquisitions, investments, or partnerships, and we may not realize the expected benefits of those arrangementsNew
20We may not be able to complete the planned divestiture of the Brands segment on the expected timeline or at all, and any proceeds may be less than anticipatedNew

Risks Related to PSQ Payments

21Our payments processing business depends on relationships with sponsor banks and processing partners, and the loss of, or changes in, these relationships could disrupt our businessNew
22We are subject to the rules of card networks and the ACH network, and failure to comply or changes in these rules could adversely affect our businessNew
23Chargebacks and disputes can arise for many reasons, including fraud, merchant non-fulfillment, consumer dissatisfaction, or processing errors. We may be responsible for certain chargebacks or other losses, including where merchants are unable or unwilling to cover obligationsNew
24We are responsible for onboarding and monitoring merchants in accordance with partner and network requirements. If our underwriting, monitoring, or risk controls fail to identify high-risk or non-compliant merchants, we could experience increased chargebacks, fraud, fines and reputational harmNew
25Our processing volumes and economics may be adversely affected by changes in interchange, assessment fees, network rules or pricing by third-party partnersNew
26Payments processing requires compliance with security standards and the protection of sensitive cardholder and bank account data. Failure to maintain PCI-DSS compliance or other security requirements can result in assessments, fines, mandated remediation, increased monitoring or loss of processing accessNew

Risks Related to PSQ Impact

27PSQ Impact has a limited operating history, and we may not be successful in scaling this business or achieving expected resultsNew
28The market for political fundraising and payment processing platforms is highly concentrated, and PSQ Impact may be unable to compete effectively against established providersNew
29Fundraising and payments activity can be highly seasonal and volatile, which may cause fluctuations in our resultsNew
30Fundraising activity involves heightened compliance risk, and failures could result in regulatory action, litigation, losses and reputational harmNew
31Donation transactions may involve higher rates of chargebacks, refunds, disputes or allegations of unauthorized activity than traditional commerce transactions. These dynamics can increase operational costs and may result in financial losses, including where chargebacks are not recoverableNew
32Our fundraising platform may be subject to partner sensitivity and reputational risk, which could limit growth or disrupt operationsNew
33Our fundraising customers may experience operational or compliance failures, and we may be subject to claims arising from those failuresNew

Risks Related to Credova

34The consumer finance and BNPL industry has become subject to increased regulatory scrutiny, and Credova’s failure to manage its business to comply with new regulations would materially and adversely affect Credova’s business, results of operations and financial condition
35Credova operates in a highly competitive industry, and Credova’s inability to compete successfully would materially and adversely affect Credova’s business, results of operations, financial condition, and prospects
36Credova derives a significant portion of its revenue from its relationships with merchant partners and the transactions they process through its platform, and as more merchants are integrated into Credova’s network, there are more reasons for consumers to shop with it
37If Credova is unable to attract new consumers and retain and grow its relationships with its existing consumers, Credova’s business, results of operations, financial condition, and future prospects would be materially and adversely affected
38Credova’s revenue is impacted, to a significant extent, by the general economy, the creditworthiness of the U.S. consumer and the financial performance of Credova’s merchants
39Negative publicity about Credova or its industry could adversely affect Credova’s business, results of operations, financial condition, and prospects

Risks Related to Credova’s Financing Program

40Consumers may not view or treat their BNPL product loans as having the same significance as other financial obligations, and the loans facilitated through Credova’s platform are not secured, guaranteed, or insured and involve a high degree of financial risk
41Credova’s results depend on prominent presentation, integration, and support of Credova’s platform by Credova’s merchants
42If Credova’s merchants fail to fulfill their obligations to consumers or comply with applicable law, Credova may incur costs
43Internet-based loan origination processes may give rise to greater risks than paper-based processes
44Exposure to consumer bad debts and insolvency of merchants may adversely impact Credova’s financial success
45Credova may incur costs from litigation relating to products offered by Credova’s merchants, which could adversely affect Credova’s reputation, revenue and profitability

Risks Related to Credova’s Technology and the Credova Platform

46Unanticipated surges or increases in transaction volumes may adversely impact Credova’s financial performance
47Real or perceived software errors, failures, bugs, defects, or outages could adversely affect Credova’s business, results of operations, financial condition, and prospects
48Any significant disruption in, or errors in, service on Credova’s platform or relating to vendors could prevent it from processing transactions on its platform or posting payments
49Fraudulent activities may result in Credova suffering losses, causing a materially adverse impact to Credova’s reputation and results of operations

Risks Related to Regulatory, Compliance and Legal

50We are or may be subject to numerous risks relating to the need to comply with data and information privacy laws20% rewritten
51Overall, because of the complexity of these laws, the changing obligations and the risk associated with our collection and use of data, we cannot guarantee that we are, or will be, in compliance with all applicable U.S. or international regulations as they are enforced now or as they evolve
52Issues in the use of artificial intelligence, including machine learning and computer vision (together, “AI”), in our analytics platforms may result in reputational harm or liability
53Compliance obligations imposed by new privacy laws, laws regulating social media platforms and online speech in the U.S., or industry practices may adversely affect our business
54If we infringe on the intellectual property (“IP”) of others, we could be exposed to substantial losses and face restrictions on our operations
55Inadequate technical and legal IP protections could prevent us from defending or securing our proprietary technology and IP
56Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks, proprietary products, trade secrets and other IP, including our name and logos
57If we fail to adequately protect our proprietary IP rights, our competitive position could be impaired and we may lose valuable assets, generate reduced revenue and incur costly litigation to protect our rights
58We could face employee claims
59From time to time, we may be party to various claims and litigation proceedings
60The consumer finance and BNPL industry is subject to various state and federal laws in the United States and federal law concerning consumer finance, and the costs to maintain compliance with such laws and regulations may be significant
61Litigation, regulatory actions, and compliance issues could subject Credova to fines, penalties, judgments, remediation costs, and requirements resulting in increased expenses
62Current and future government regulations may negatively impact the demand for Credova’s merchants’ products and Credova’s operations and financial results

Risks Related to Our Operations as a Public Company

63The requirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract and retain qualified independent Board members
64We may have increasing difficulty attracting and retaining qualified outside independent Board members
65Stock trading volatility could impact our ability to recruit and retain employees
66Members of our management team have limited experience managing a public company
67We may be exposed to risk if we cannot enhance, maintain, and adhere to our internal controls and procedures
68A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented, or detected and corrected on a timely basis44% rewritten
69As a public company, we have incurred and expect to continue to incur increased expenses associated with the costs of being a public company
70We have insured certain products and launches to the extent that insurance was available at acceptable premiums. This insurance will not protect us against all losses due to specified exclusions, deductibles and material change limitations

Risks Related to Ownership of Our Class A Common Stock

71We received a written notice from the NYSE that we are not in compliance with continued listing standards, and if we fail to regain compliance, our Class A Common Stock would be delistedNew
72Future sales of our Class A Common Stock could cause the market price for our Class A Common Stock to decline
73There can be no assurance that we will be able to comply with the continued listing standards of the NYSE
74If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline49% rewritten
75Because there are no current plans to pay cash dividends on our Class A Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your Class A Common Stock at a price greater than what you paid for it
76Our stockholders may experience dilution in the future24% rewritten
77Our Public Warrants, Private Warrants, Pre-Funded Warrants, and Common Warrants may adversely affect the market price of our Class A Common Stock and may result in dilution to stockholdersNew
78In accordance with ASC 815, Derivatives and Hedging (“ASC 815”), the Company’s warrants are classified as derivative liabilities and measured at fair value on its balance sheet, with any changes in fair value to be reported each period in earnings on our statement of operations95% rewritten

Other PSQ Holdings 10-Ks

FY2024 10-K risk factors
89 risks
PSQH faces significant operating losses, with net losses of $57.7 million in 2024 and $53.3 million in 2023.
Filed Mar 13, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.