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PublicSquare Announces Agreement for $10 Million Convertible Note to Fund New Payments Business

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PublicSquare (NYSE: PSQH) has secured a $10 million convertible note from a board member and affiliates to fund its new payments business. This investment aims to support the company's expansion of its marketplace and payments ecosystem. CEO Michael Seifert highlighted the company's focus on developing a cancel-proof payments system for its merchants.

Key points:

  • Over $200 million in annualized GMV already under contract and integrating
  • Targeting $1 billion in annualized GMV by early 2024 Christmas season
  • Notes convertible at $4.63641 per share
  • 9.75% annual interest rate
  • Maturity in 2034 unless converted earlier

PublicSquare (NYSE: PSQH) ha assicurato un da un membro del consiglio e affiliati per finanziare la sua nuova attività di pagamenti. Questo investimento ha l'obiettivo di supportare l'espansione del marketplace e dell'ecosistema di pagamenti dell'azienda. Il CEO Michael Seifert ha sottolineato l'attenzione dell'azienda nello sviluppo di un sistema di pagamenti a prova di cancellazione per i suoi commercianti.

Punti chiave:

  • Oltre 200 milioni di dollari di GMV annualizzato già sotto contratto e in fase di integrazione
  • Obiettivo di 1 miliardo di dollari di GMV annualizzato entro la stagione natalizia del 2024
  • Note convertibili a 4,63641 dollari per azione
  • Tasso d'interesse annuale del 9,75%
  • Scadenza nel 2034 a meno che non vengano convertite prima

PublicSquare (NYSE: PSQH) ha asegurado una nota convertible de 10 millones de dólares de un miembro de la junta y afiliados para financiar su nuevo negocio de pagos. Esta inversión tiene como objetivo apoyar la expansión del mercado y el ecosistema de pagos de la empresa. El CEO Michael Seifert destacó el enfoque de la compañía en desarrollar un sistema de pagos a prueba de cancelaciones para sus comerciantes.

Puntos clave:

  • Más de 200 millones de dólares en GMV anualizado ya bajo contrato e integrándose
  • Objetivo de 1 billón de dólares en GMV anualizado para la temporada navideña de 2024
  • Notas convertibles a 4,63641 dólares por acción
  • Tasa de interés anual del 9,75%
  • Vencimiento en 2034 a menos que se conviertan antes

PublicSquare (NYSE: PSQH)는 이사 및 제휴사로부터 1천만 달러 규모의 전환사채를 확보하여 새로운 결제 비즈니스를 위한 자금을 조달했습니다. 이 투자는 회사의 시장 및 결제 생태계 확장을 지원하는 것을 목표로 하고 있습니다. CEO Michael Seifert는 상인들을 위한 취소 방지 결제 시스템 개발에 대한 회사의 집중점을 강조했습니다.

주요 사항:

  • 연간 2억 달러의 GMV가 이미 계약 중이고 통합 중입니다.
  • 2024년 크리스마스 시즌까지 10억 달러의 연간 GMV 목표
  • 주당 4.63641달러에 변환 가능
  • 연리 9.75%
  • 2034년에 만기, 조기 전환 가능

PublicSquare (NYSE: PSQH) a obtenu une note convertible de 10 millions de dollars d'un membre du conseil d'administration et d'affiliés pour financer sa nouvelle activité de paiement. Cet investissement vise à soutenir l'expansion du marché et de l'écosystème de paiements de l'entreprise. Le PDG Michael Seifert a souligné l'accent mis par l'entreprise sur le développement d'un système de paiement à l'épreuve des annulations pour ses commerçants.

Points clés :

  • Déjà plus de 200 millions de dollars de GMV annualisé sous contrat et en cours d'intégration
  • Cible de 1 milliard de dollars de GMV annualisé d'ici la saison de Noël 2024
  • Notes convertibles à 4,63641 dollars par action
  • Taux d'intérêt annuel de 9,75 %
  • Maturité en 2034 sauf conversion anticipée

PublicSquare (NYSE: PSQH) hat eine 10 Millionen Dollar schwere wandelbare Anleihe von einem Vorstandsmitglied und dessen Partnern gesichert, um sein neues Zahlungsunternehmen zu finanzieren. Diese Investition zielt darauf ab, das Wachstum des Marktplatzes und des Zahlungssystems des Unternehmens zu unterstützen. CEO Michael Seifert betonte den Fokus des Unternehmens auf die Entwicklung eines stornierungsfesten Zahlungssystems für seine Händler.

Wichtige Punkte:

  • Bereits über 200 Millionen Dollar an annualisiertem GMV unter Vertrag und in Integration
  • Ziel von 1 Milliarde Dollar an annualisiertem GMV bis zur Weihnachtszeit 2024
  • Anleihen umwandelbar zu 4,63641 Dollar pro Aktie
  • Jährlicher Zinssatz von 9,75%
  • Fälligkeit im Jahr 2034, es sei denn, sie werden vorher umgewandelt
Positive
  • Secured $10 million in funding through a convertible note
  • Over $200 million in annualized GMV already under contract
  • Targeting $1 billion in annualized GMV by early 2024 Christmas season
  • Launch of payment stack with strong merchant demand
Negative
  • Potential dilution for existing shareholders due to convertible notes
  • High 9.75% annual interest rate on the convertible notes

Insights

PublicSquare's $10 million convertible note agreement is a significant development, potentially bolstering the company's financial position. The 9.75% interest rate is relatively high, reflecting the risk associated with the company's growth stage. The conversion price of $4.63641 per share suggests confidence in future stock appreciation.

The company's projection of $1 billion in annualized GMV by late 2024 is ambitious, representing a 5x increase from the current $200 million. This rapid growth target raises questions about scalability and operational efficiency. Investors should closely monitor the company's ability to meet these projections and the associated costs of scaling.

The 10-year maturity provides long-term stability, but the callable nature of the notes introduces potential dilution risk for existing shareholders if converted. Overall, this financing move indicates a strong focus on growth, but careful execution will be important to justify the terms and valuation implied by this deal.

PublicSquare's strategic move into the payments sector is noteworthy, tapping into a lucrative market with high growth potential. The company's unique positioning as a "cancel-proof" platform could be a significant differentiator in attracting merchants wary of deplatforming risks.

However, the payments industry is highly competitive, with established players like Square and Stripe. PublicSquare's success will hinge on its ability to offer truly competitive rates and superior technology. The rapid onboarding of $200 million in annualized GMV is promising, but sustaining this growth rate may be challenging.

The emphasis on "valuing life, family and liberty" suggests a niche market approach, which could be both a strength and a limitation. While it may resonate strongly with certain merchants and consumers, it might also limit the addressable market. Investors should consider how this positioning affects long-term growth prospects and potential market share in the broader payments ecosystem.

WEST PALM BEACH, Fla.--(BUSINESS WIRE)-- PSQ Holdings, Inc. (NYSE: PSQH) (“PublicSquare,” or the “Company”), America's leading commerce and payments ecosystem valuing life, family, and liberty, today announced it has entered into an agreement for a $10.0 million convertible note in a private placement with a board member and his affiliates. The note has substantively identical terms to the notes offered in March 2024.

This investment underscores PublicSquare's efforts in building a marketplace and payments ecosystem, free from the risk of cancellation. The contributed capital is intended to fuel PublicSquare's continued innovation and expansion of its new payments business as it looks to capitalize on the strong demand expressed by its existing Marketplace and Financial Technology merchants.

Michael Seifert, Chairman and Chief Executive Officer of PublicSquare, commented, “This year, we’ve focused on developing our payments business in order to serve our tens of thousands of merchants with best-in-class technology, competitive rates, and a cancel-proof promise. We believe, with the launch of our payment stack this month, with over $200M in annualized GMV (“Gross Merchandise Value”) in payments processing volume already under contract and integrating, and with a line of sight to $1.0 billion of annualized GMV by the beginning of the 2024 Christmas shopping season, our vision for the Marketplace and Payments ecosystem is materializing and is ready for scale. This $10 million convertible note investment will supercharge this initiative and allow us to capitalize on the strong demand we’ve received from our merchants.”

TRANSACTION DETAILS

The Notes are convertible at noteholders’ discretion, or, under certain circumstances, the Company’s discretion, into shares of Company Class A common stock at a base conversion price of $4.63641 per share; they are also callable in cash by the Company at its discretion. The Notes will mature 2034, unless earlier converted, and bear interest at a base rate of 9.75% per annum; the Company can require conversion of outstanding Notes in the event that the trading price of Class A shares exceeds specified post-closing thresholds. The holders of the Note also agreed to the lock-up terms and the trading and hedging restrictions described above and have registration rights with regard to the Class A shares issuable upon conversion of the Notes.

About PublicSquare

PublicSquare is America's leading commerce and payments ecosystem, valuing life, family, and liberty. PublicSquare operates under three segments: Marketplace, Financial Technology, and Brands. The primary mission of the Marketplace segment is to help consumers “shop their values” and put purpose behind their purchases. PublicSquare leverages data and insights from the Marketplace to assess its customers’ needs and provide wholly-owned quality financial products and brands. PublicSquare’s Financial Technology segment comprises Credova, a consumer finance company, and PublicSquare Payments, a payments processing company. PublicSquare’s Brands segment comprises EveryLife, a premium D2C life-affirming baby products company, and PSQLink, a digital marketing and customer relationship management (“CRM”) platform. The PublicSquare Marketplace is free to join for both consumers and business owners. Download the app on the App Store or Google Play, or visit PublicSquare.com to learn more.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Any statements other than statements of historical fact contained herein are forward-looking statements. Such forward-looking statements include, but are not limited to, expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding PublicSquare, anticipated product launches, our products and markets, future financial condition, expected future performance and market opportunities of PublicSquare. Forward-looking statements generally are identified by the words “anticipate,” “believe,” “could,” “expect,” “estimate,” “future,” “intend,” “may,” “might,” “strategy,” “opportunity,” “plan,” “project,” “possible,” “potential,” “project,” “predict,” “scales,” “representative of,” “valuation,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, and in this press release, include statements about our anticipated launch of our payments platform and its anticipated GMV; however, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including, without limitation: (i) unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of our operations, including the possibility that any of the anticipated benefits of the Credova transaction will not be realized or will not be realized within the expected time period, (ii) the ability of PublicSquare and Credova to integrate the business successfully and to achieve anticipated synergies and value creation, (iii) changes in the competitive industries and markets in which PublicSquare operates, variations in performance across competitors, changes in laws and regulations affecting PublicSquare’s business and changes in the combined capital structure, (iv) the ability to implement business plans, growth, marketplace and other expectations, and identify and realize additional opportunities, (v) risks related to PublicSquare’s limited operating history, the rollout and/or expansion of its business and the timing of expected business milestones, (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.

Investors:

investment@publicsquare.com

Media:

pr@publicsquare.com

Source: PSQ Holdings, Inc.

FAQ

What is the purpose of PublicSquare's $10 million convertible note agreement?

The $10 million convertible note agreement is intended to fund PublicSquare's (PSQH) new payments business, supporting the expansion of its marketplace and payments ecosystem.

What is the conversion price for PublicSquare's (PSQH) new convertible notes?

The base conversion price for PublicSquare's new convertible notes is $4.63641 per share of Class A common stock.

What is PublicSquare's (PSQH) target for annualized GMV by the 2024 Christmas shopping season?

PublicSquare is targeting $1 billion in annualized Gross Merchandise Value (GMV) by the beginning of the 2024 Christmas shopping season.

When do PublicSquare's (PSQH) new convertible notes mature?

The new convertible notes issued by PublicSquare will mature in 2034, unless converted earlier.

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