PSQ Holdings, Inc. (NYSE:PSQH) entered into an agreement and plan of merger to acquire Credova Holdings, Inc. for $21.2 million on March 13, 2024. As consideration for the 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. Assuming they are not subject to indemnity claims, the Escrow Shares remaining in escrow upon the 12-month anniversary of the Closing will be released and distributed pro rata to the former stockholders of Credova. As a condition to the Merger, all outstanding Credova subordinated debt was either exchanged for newly-issued replacement notes issued by PSQ (the ?Replacement Notes?) or retired for cash consideration. An aggregate of $8.45 million of Replacement Notes, convertible into shares of Class A Common Stock, were delivered to participating former holders of Credova subordinated notes and new investors in Credova subordinary notes issued prior to closing. Following the Merger, Credova is a wholly-owned subsidiary of the Company. Credova management, including its Chief Executive Officer, Dusty Wunderlich, have joined PublicSquare and will continue to run Credova?s business as part of PublicSquare. Dusty Wunderlich is also expected to join PublicSquare?s board of directors. Additionally, Jim Giudice, former Chief Legal Officer of Credova, will replace Stephen Moran as PublicSquare?s General Counsel. The remainder of the Company?s management team is expected to remain unchanged and PublicSquare will continue to be headquartered in West Palm Beach, Florida. The transaction was approved by the boards of directors of PublicSquare and Credova and by requisite stockholders of Credova. In connection with the transaction, Farvahar Capital acted as financial advisor to PSQ. Meredith Laitner of Ellenoff Grossman & Schole LLP and Jon Talcott of Nelson Mullins Riley & Scarborough LLP acted as legal advisor for PSQ. Richard Scheff of Faegre Drinker Biddle & Reath LLP acted as legal advisor for Credova. 

PSQ Holdings, Inc. (NYSE:PSQH) completed the acquisition of Credova Holdings, Inc. on March 13, 2024.