Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2024	Mar. 11, 2025	Jun. 28, 2024
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2024
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-40457
Entity Registrant Name	PSQ Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2062844
Entity Address, Address Line One	1501 Belvedere Rd
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	West Palm Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33406
City Area Code	(877)
Local Phone Number	776-2402
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 106.2
Documents Incorporated by Reference	Specified portions of the registrant’s proxy statement (the "Proxy Statement") with respect to the registrant’s 2025 Annual Meeting of Stockholders, which is to be filed pursuant to Regulation 14A within 120 days after the end of the registrant’s fiscal year ended December 31, 2024, are incorporated by reference into Part III of this Annual Report on Form 10-K.
Entity Central Index Key	0001847064
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Class A Common Stock Par Value00001 Per Share
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	PSQH
Security Exchange Name	NYSE
RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf1150PerShareMember
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	PSQH.WS
Security Exchange Name	NYSE
Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		39,700,680
Class C
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		3,213,678

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2024
Audit Information [Abstract]
Auditor Firm ID	1195
Auditor Name	UHY LLP
Auditor Location	Melville, New York

Consolidated Balance Sheets - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 36,324,354	$ 16,446,030
Restricted cash	265,253	0
Accounts receivable, net	447,819	204,879
Loans held for investment, net of allowance for credit losses of $689,007 as of December 31, 2024	3,986,997	0
Interest Receivable	314,104	0
Inventory	2,663,397	1,439,182
Prepaid expenses and other current assets	2,835,238	3,084,576
Total current assets	46,837,162	21,174,667
Loans held for investment, net of allowance for credit losses of $127,038 as of December 31, 2024, non-current	735,118	0
Property and equipment, net	275,539	127,139
Intangible assets, net	15,790,437	3,557,029
Goodwill	10,930,978	0
Operating lease right-of-use assets	274,603	324,238
Deposits	50,004	63,546
Total assets	74,893,841	25,246,619
Current liabilities:
Revolving line of credit	3,777,279	0
Accounts payable	3,503,553	1,828,508
Accrued expenses	1,167,329	1,641,553
Deferred revenue	53,671	225,148
Operating lease liabilities, current portion	122,587	310,911
Total current liabilities	8,624,419	4,006,120
Earn-out liabilities	620,000	660,000
Warrant liabilities	10,186,000	10,130,000
Operating lease liabilities	163,716	16,457
Total liabilities	48,043,635	14,812,577
Commitments and contingencies (Note 19)
Stockholders’ equity
Preferred stock, $0.0001 par value; 50,000,000 authorized shares; no shares issued and outstanding as of December 31, 2024 and December 31, 2023	0	0
Additional paid in capital	146,746,355	72,644,419
Accumulated deficit	(119,900,428)	(62,213,139)
Total stockholders’ equity	26,850,206	10,434,042
Total liabilities and stockholders’ equity	74,893,841	25,246,619
Related Party
Current liabilities:
Convertible promissory notes	20,000,000	0
Nonrelated Party
Current liabilities:
Convertible promissory notes	8,449,500	0
Class A
Stockholders’ equity
Common stock value	3,958	2,441
Class C
Stockholders’ equity
Common stock value	$ 321	$ 321

Consolidated Balance Sheets (Parentheticals)	Dec. 31, 2024 USD ($) $ / shares shares
Net of allowance for credit losses, current \| $	$ 689,007
Net of allowance for credit losses, non-current \| $	$ 127,038
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Preferred stock, authorized (in shares)	50,000,000
Preferred stock, issued (in shares)	0
Preferred stock, outstanding (in shares)	0
Class A
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock, authorized (in shares)	500,000,000
Common stock, issued (in shares)	39,575,499
Common stock, outstanding (in shares)	39,575,499
Class C
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock, authorized (in shares)	40,000,000
Common stock, issued (in shares)	3,213,678
Common stock, outstanding (in shares)	3,213,678

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Income Statement [Abstract]
Revenues, net	$ 23,199,434	$ 5,685,987
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization expense shown below)	2,419,239	1,829,066
Cost of goods sold (exclusive of depreciation and amortization expense shown below)	6,705,961	1,969,147
Transaction costs incurred in connection with the Business Combination	0	6,845,777
General and administrative	43,326,414	15,222,451
Sales and marketing	18,765,805	12,096,211
Research and development	4,434,363	4,626,625
Depreciation and amortization	3,258,810	2,442,706
Total costs and expenses	78,910,592	45,031,983
Operating loss	(55,711,158)	(39,345,996)
Other income (expense):
Other income, net	343,747	340,807
Change in fair value of convertible promissory notes	0	(14,571,109)
Change in fair value of earn-out liabilities	40,000	1,740,000
Change in fair value of warrant liabilities	(56,000)	(1,313,500)
Interest expense, net	(2,302,697)	(177,444)
Loss before income taxes	(57,686,108)	(53,327,242)
Income tax expense	1,181	1,945
Net loss	$ (57,687,289)	$ (53,329,187)
Net loss per common share, basic (in dollars per share)	$ (1.80)	$ (2.43)
Net loss per common share, diluted (in dollars per share)	$ (1.80)	$ (2.43)
Weighted average shares outstanding, basic (in shares)	32,019,491	21,964,451
Weighted average shares outstanding, diluted (in shares)	32,019,491	21,964,451

Consolidated Statements of Changes in Stockholders’ Equity - USD ($)	Total	Private Placement	At-The-Market Offering	Preferred Stock	Common Stock Class A	Common Stock Class A Private Placement	Common Stock Class A At-The-Market Offering	Common Stock Class C	Additional Paid-In Capital	Additional Paid-In Capital Private Placement	Additional Paid-In Capital At-The-Market Offering	Subscription Receivable	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2022				0	11,806,007			3,213,678
Beginning balance at Dec. 31, 2022	$ 3,401,413			$ 0	$ 1,181			$ 321	$ 12,383,475			$ (99,612)	$ (8,883,952)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for cash (in shares)					1,447,523
Issuance of common stock for cash	2,500,124				$ 145				2,499,979
Receipt of subscription receivable	100,012											100,012
Issuance of common stock for asset acquisition (in shares)					1,071,229
Issuance of common stock for asset acquisition	1,334,858				$ 107				1,334,751
Repayment of subscription payable	(400)											(400)
Conversion of notes to common stock (in shares)					3,984,388
Conversion of notes to common stock	37,294,023				$ 397				37,293,626
Issuance of common stock upon Business Combination (in shares)					7,735,151
Issuance of common stock upon Business Combination	12,426,780				$ 774				12,426,006
Forfeiture of shares (in shares)					(1,704,223)
Forfeiture of shares	0				$ (170)				170
Issuance of shares for fully vested restricted stock units, net of employee taxes paid (in shares)					70,000
Issuance of common stock for fully vested restricted stock units, net of employee taxes paid	0				$ 7				(7)
Share-based compensation	6,706,419								6,706,419
Net loss	(53,329,187)												(53,329,187)
Ending balance (in shares) at Dec. 31, 2023				0	24,410,075			3,213,678
Ending balance at Dec. 31, 2023	10,434,042			$ 0	$ 2,441			$ 321	72,644,419			0	(62,213,139)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for cash (in shares)						1,981,483	7,813,931
Issuance of common stock for cash		$ 5,350,004	$ 33,949,791			$ 198	$ 782			$ 5,349,806	$ 33,949,009
Issuance of common stock upon Business Combination (in shares)					2,920,993
Issuance of common stock upon Business Combination	14,137,606				$ 292				14,137,314
Issuance of shares for consulting arrangement (in shares)					183,349
Issuance of common stock for consulting arrangement	887,409				$ 18				887,391
Issuance of shares for fully vested restricted stock units, net of employee taxes paid (in shares)					2,265,668
Issuance of common stock for fully vested restricted stock units, net of employee taxes paid	(57,101)				$ 227				(57,328)
Share-based compensation	19,835,744								19,835,744
Net loss	(57,687,289)												(57,687,289)
Ending balance (in shares) at Dec. 31, 2024				0	39,575,499			3,213,678
Ending balance at Dec. 31, 2024	$ 26,850,206			$ 0	$ 3,958			$ 321	$ 146,746,355			$ 0	$ (119,900,428)

Consolidated Statements of Changes in Stockholders’ Equity (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2024 USD ($) $ / shares
Private Placement
Price per share	$ 2.70
Common Stock \| At-The-Market Offering
Price per share	$ 4.63
Issuance costs \| $	$ 2.2

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Cash Flows from Operating Activities
Net loss	$ (57,687,289)	$ (53,329,187)
Adjustment to reconcile net loss to cash used in operating activities
Change in fair value of convertible promissory notes	0	14,571,109
Change in fair value of earn-out liabilities	(40,000)	(1,740,000)
Change in fair value of warrant liabilities	56,000	1,313,500
Share-based compensation	20,723,153	6,706,419
Realized gain on short term investment	0	(173,644)
Amortization of step-up in loans held for investment	732,393	0
Provision for credit losses on loans held for investment	1,052,651	0
Origination of loans and leases for resale	(27,023,006)	0
Proceeds from sale of loans and leases for resale	31,025,468	0
Gain on sale of loans and leases	(4,002,463)	0
Depreciation and amortization	3,258,810	2,442,706
Non-cash operating lease expense	377,176	216,138
Interest expense	0	58,706
Changes in operating assets and liabilities:
Accounts receivable	(242,940)	(204,879)
Interest receivable	(314,104)	0
Inventory	(1,224,215)	(1,439,182)
Prepaid expenses and other current assets	1,519,271	(224,278)
Deposits	13,542	(55,583)
Accounts payable	(1,737,159)	2,711,585
Accrued expenses	(62,346)	3,425,542
Deferred revenue	(171,477)	175,494
Operating lease liabilities	(382,186)	(218,524)
Net cash used in operating activities	(34,128,721)	(25,764,078)
Cash flows from Investing Activities
Software development costs	(3,681,123)	(3,150,925)
Principal paydowns on loans held for investment	13,456,408	0
Disbursements for loans held for investment	(12,935,888)	0
Acquisition of businesses, net of cash acquired	141,215	0
Purchases of short-term investments	0	(10,049,870)
Proceeds from the sale of short-term investments	0	10,223,514
Purchase of intangible assets and trademarks	0	(233,881)
Purchases of property and equipment	0	(113,065)
Net cash used in investing activities	(3,019,388)	(3,324,227)
Cash flows from Financing Activities
Proceeds from convertible note payable, related party (Note 14)	20,000,000	0
Proceeds from convertible note payable	0	22,500,000
Net proceeds from reverse recapitalization	0	18,104,194
Net disbursements for taxes paid related to vesting of employee restricted stock units	(468,981)	0
Proceeds from issuances of common stock, net of issuance costs	39,299,795	2,600,136
Proceeds from revolving line of credit	7,018,052	0
Repayments on revolving line of credit	(8,557,180)	0
Repayment of subscription payable	0	(400)
Net cash provided by financing activities	57,291,686	43,203,930
Net increase in cash, cash equivalents and restricted cash	20,143,577	14,115,625
Cash, cash equivalents, and restricted cash, beginning of period	16,446,030	2,330,405
Cash, cash equivalents, and restricted cash, end of the period	36,589,607	16,446,030
Cash and cash equivalents	36,324,354	16,446,030
Restricted cash	265,253	0
Total cash, cash equivalents, and restricted cash, end of the period	36,589,607	16,446,030
Supplemental Cash Flow Information
Recording of right of use asset and lease liability	0	246,856
Promissory notes, inclusive of accrued interest converted to equity	0	37,294,022
Initial recognition of earn-out liability	0	2,400,000
Acquisition of warrant liability	0	8,816,500
Prepaid expenses assumed in connection with Business Combination	0	2,570,919
Liabilities assumed in connection with Business Combination	0	92,929
Liabilities paid through the trust	0	1,778,672
Accrued variable compensation settled with RSU grants	411,878	0
Shares issued in connection with Credova Merger	14,137,606	0
Note Exchange in connection with Credova Merger	8,449,500	0
Stock for stock transfer	$ 0	$ 1,334,858

Organization and Business Operations	12 Months Ended
Organization and Business Operations	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Organization and Business Operations Unless the context otherwise requires, throughout, the words “PSQ,” “PSQH,” “PublicSquare” “we,” “us,” the “registrant” or the “Company” refer to PSQ Holdings, Inc. and its subsidiaries (as applicable). EveryLife Asset Acquisition In February 2023, the Company acquired the assets of EveryLife, Inc. (“EveryLife”) by way of a stock for stock exchange. Pursuant to that agreement, the Company acquired a brand name in exchange for 1,071,229 shares of the Company’s common stock. On July 13, 2023, the Company launched the brand and began generating revenue from sales of diapers and wipes from this operation. See Note 5 for further information. Merger Agreement On July 19, 2023, in accordance with the plan of arrangement to reorganize PSQ Holdings. Inc, the Company finalized a business combination (the “Business Combination”) with Colombier Acquisition Corp. (“Colombier”). On closing, the common shares of PSQ Holdings Inc. were listed on the New York Stock Exchange and commenced trading under the symbol “NYSE:PSQH”. See Note 4 for further information. Credova Merger 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 wholly-owned subsidiary (“Merger Sub”) of the Company, 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 (“Credova Merger”). See Note 5 for further information. The Company’s operations are comprised of three operating segments: Marketplace, Brands and Financial Technology. A summary of each is below: Marketplace PublicSquare is an online marketplace valuing life, family, and liberty. 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. The PSQ platform (the “Platform”) can be accessed through two primary means: • Mobile application - Our mobile app is available for both iOS and Android-based devices. • Web - Users can access our full platform at PublicSquare.com. Brands Our brand revenues have been derived primarily from our sale of products. EveryLife is a direct-to-consumer baby care company with a mission to provide premium products to every miraculous life. EveryLife is committed to its core values, ensuring product quality, and demonstrating generosity by donating diapers and wipes to moms in need. This commitment has quickly set EveryLife apart, elevating both its brand and products. Since its launch in July 2023, EveryLife has been delivering high-performing and price-accessible products that align with the values of our consumers. Financial Technology Credova assists consumers, lenders, and retailers in offering point-of-sale financing products. Credova has developed and maintains an internet-based proprietary retail finance platform and related application programming interfaces (“APIs”) through which Credova, certain Federal Deposit Insurance Corporation (“FDIC”) and National Credit Union Administration (“NCUA”) insured financial institutions, other financial institutions authorized by Credova (each a “Financing Partner”), and merchants can dynamically offer certain financing products. Credova’s offerings fall into four main categories: (i) Merchant-originated products; (ii) Bank Partner-originated closed-end installment loans; (iii) Credova-originated loan products; and (iv) Zero-interest installment products (“Pay-in-4”). In addition to Credova, the Company has developed a payments stack, PSQ Payments, which consists of a framework of technological components and services that the Company’s customers can utilize to manage their payment processes, which falls under the Financial Technology segment.

Liquidity	12 Months Ended
Liquidity	Dec. 31, 2024
Liquidity [Abstract]
Liquidity	Liquidity The Company's consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Historically, the Company’s primary sources of liquidity have been funds from financing activities. The Company reported net losses of $57.7 million and $53.3 million for the years ended December 31, 2024 and 2023, and had negative cash flows from operations of $34.1 million and $25.8 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, the Company had aggregate cash and cash equivalents of $36.3 million and net working capital of $38.2 million. On March 13, 2024, the Company entered into a note purchase agreement for a 9.75% private placement convertible note for $10.0 million invested by a member of the Company’s Board of Directors (the “Board”) and his affiliates. Also on March 13, 2024, we completed an acquisition of Credova in exchange for the issuance of shares of our common stock. Additionally, Credova has historically generated positive cash flows from operations. In August 2024, the Company entered into an agreement for a $10.0 million convertible note in a private placement with a Board member and affiliates. The note has identical terms to the notes offered in March 2024 (see Note 12). On October 24, 2024, the Company closed a private investment in public equity transaction pursuant to a Section Purchase Agreement dated October 22, 2024, for the purchase of $5.4 million of Class A common stock at $2.70 per share with three investors: (i) an affiliate of a PublicSquare Board member, (ii) a party related to a PublicSquare Board member and executive officer, and (iii) an unaffiliated accredited investor. In October 2024, the Board of Directors and executive team outlined a plan to improve the Company's cash position which involved a variety of cash management initiatives. The initiatives included a reduction and reallocation of resources to more profitable segments of the business and reducing corporate operating expenses. The reduction of resources included a staff reduction of 35%. On December 5, 2024, the Company closed a registered direct offering for the purchase and sale of an aggregate 7,813,931 shares of its Class A common stock at a purchase price per share of $4.63, for gross proceeds of approximately $36.2 million. We believe that, as a result of these initiatives, along with our existing cash and cash equivalents, the Company will be able to fund operations and capital needs for the next year from the date these consolidated financial statements were available to be issued. Our future capital requirements will depend on many factors including our revenue growth rate, the timing and extent of spending to support further sales and marketing and research and development efforts. In order to finance these opportunities, we may need to raise additional financing. While there can be no assurances, the Company may need to pursue issuances of additional equity raises and debt rounds of financing. If additional financing is required from outside sources, we may not be able to raise it on terms acceptable to the Company or at all. If we are unable to raise additional capital when desired, our business, results of operations and financial condition would be materially and adversely affected.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"), expressed in U.S. dollars. The accompanying consolidated financial statements reflect all adjustments including normal recurring adjustments, as well as elimination of intercompany accounts, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with U.S. GAAP. References to U.S. GAAP issued by the Financial Accounting Standards Board’s (“FASB”) in these accompanying notes to the consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”).

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Estimates are adjusted to reflect actual experience when necessary. Such estimates include, but are not limited to, revenue recognition, allowance for credit losses, loss on loan purchase commitment, discount on self-originated loans, intangible assets and goodwill, inventory valuation, estimates related to useful lives of capitalization software, estimation of contingencies, recoverability of deferred tax assets, the incremental borrowing rate applied to lease accounting, valuation of earn out liabilities and warrant liabilities, and estimation of income taxes. These estimates, judgments, and assumptions are reviewed periodically and the impact of any revisions are reflected in the consolidated financial statements in the period in which such revisions are made. Actual results could differ materially from those estimates, judgments, or assumptions, and such differences could be material to the Company’s consolidated financial position and results of operations.

Earnings (Loss) Per Share

The Company computes basic loss per share (“EPS”) by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the reporting period. All securities that meet the definition of a participating security, irrespective of whether the securities are convertible, nonconvertible, or potential common stock securities, shall be included in the computation of basic EPS using the two-class method. However, when the different classes of units have identical rights and privileges except voting rights, whereby they share equally in dividends and residual net assets on a per unit basis, the classes can be combined and presented as one class for EPS purposes. As such, the Company has combined the Class A and Class C Common stock for purposes of the EPS calculation.

Diluted loss per share is calculated by dividing net loss by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when they are anti-dilutive, common stock equivalents, if any, are not considered in the computation. As of December 31, 2024 and 2023, the Company’s restricted stock units (“RSUs”) and Warrants were not considered in the computation as they are anti-dilutive. As of December 31, 2024 and 2023, there were no anti-dilutive shares or common stock equivalents outstanding.

Revenue Recognition

[1] Marketplace Revenues

E-commerce Revenues

The Platform features a single cart shopping experience where consumers can purchase a variety of products from multiple vendors in one transaction. The Company is not the seller of record in these transactions. The commissions revenue earned from these arrangements are recognized on a net basis, which equates to the commission and processing fees earned in exchange for the seller marketplace services. The commission and processing fees are recognized net of estimated refunds when the corresponding transaction is confirmed by the buyer and seller. The Company does not take title to inventory sold or assume risk of loss at any point in time during the transaction and is authorized to collect consideration from the buyer and remit net consideration to the seller to facilitate the processing of the confirmed purchase transaction. The Company currently records processing fees from its merchant service providers as a component of Cost of sales – services on the consolidated statement of operations.

Advertising Services

The Company enters into advertising subscription arrangements with its customers. Revenue is recognized over-time as the ads are displayed over the subscription period. The Company is providing a service and the service is being consumed by the customer simultaneously over the period of service. In general, the Company reports advertising revenue on a gross basis, since the Company controls the advertising inventory before it is transferred to our customers. Our control is evidenced by our sole ability to monetize the advertising inventory before it is transferred to customers.

The Company also sells push notifications and email blasts and recognizes revenue at a point in time when delivered. Push notifications and email blasts are considered delivered when an ad is displayed to users. When a customer enters into an advertising subscription arrangement that includes push notifications and/or email blasts, the Company allocates a portion of the total consideration to the push notification and email blast performance obligations based on the residual approach.

In June 2024, the Company launched its cost per mille (“CPM”) advertising model. The advertising revenue related to CPM is recognized based on the number of impressions received from advertising on websites or mobile device applications, or as the advertiser’s previously agreed-upon performance criteria are satisfied.

[2] Brand Sales

Product Sales

The Company generates revenue through the sale of diapers, wipes and other baby products to consumers by way of the Company’s Platform. The Company considers customer orders to be the contracts with the customer. There is a single performance obligation, which is the Company’s promise to transfer its product to customers based on specific payment and shipping terms in the arrangement. The entire transaction price is allocated to this single performance obligation. Product revenue is recognized when a customer obtains control of the product, which occurs at shipment. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products.

The Company evaluated principal versus agent considerations to determine whether it is appropriate to record third-party logistics provider fees paid as an expense. These fees are recorded as shipping and handling expenses within cost of goods sold and are not recorded as a reduction of revenue because the Company owns and controls all the goods before they are transferred to the customer. The Company can, at any time, direct the third-party logistics provider to return the Company’s inventories to any location specified by the Company. It is the Company’s responsibility to process any returns made by customers directly to logistic providers and the Company retains the back-end inventory risk. Further, the Company is subject to credit risk (i.e., credit card chargebacks), establishes prices of its products, fulfills the goods to the customer and can limit quantities or stop selling the goods at any time.

Product Returns

Consistent with industry practice, the Company generally offers customers a limited right of return for products purchased. The Company reviews its receivables quarterly and records a reserve, if necessary. As of December 31, 2024 and 2023, the Company had approximately $14,000 and $15,000, respectively, recorded as an allowance for sales returns.

[3] Financial Technology Revenues

Financing Revenues

The Company principally generates financing revenue from four activities: revenue from sale of loan and lease contracts, revenue from interest earned on loans, revenue from retailer discounts, and origination fees paid by lending institutions (direct revenue) earned in connection with providing financing on consumer goods. Revenue from leases is recognized over time when the Company satisfies a performance obligation based on the agreed upon financing terms. Revenue from the Company’s sales of loans and leases is recognized at a point in time when the Company satisfies a performance obligation by transferring control of the loans and leases to a third party. Interest on loans is calculated by the simple-interest method on daily balances of the principal amount outstanding. Revenue from retailer discounts is recognized at a point in time when the Company satisfies performance obligations by purchasing the contract from the merchant in connection with a merchant-originated consumer financing product. Origination fees from lenders are recognized at the time of loan origination.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of 90 days or less at the time of purchase to be cash equivalents. The carrying values of cash and cash equivalents approximate their fair values due to the short-term nature of these instruments. The Company maintains cash accounts with financial institutions. At times, balances in these accounts may exceed federally insured limits. No losses have been incurred to date on any deposits.

Restricted Cash

The Company has two Deposit Account Control Agreements (“DACA”) with lenders. With these agreements, the Company assigned the rights to a collateral account to the lenders. The DACA accounts are utilized to collect the consumer payments on loans and leases. Funds are then distributed in accordance with the loan security agreement. Funds cover payments for servicing, interest on revolving loans, and paying down revolving loans.

Loans Held for Investment, net

Loans are unsecured and are stated at the amount of unpaid principal. Interest on loans is calculated by the simple-interest method on daily balances of the principal amount outstanding. Accrued interest on loans is discontinued when management believes that, after considering collection efforts and economic and business conditions, the collection of interest is doubtful. The Company’s policy is to stop accruing interest when the loan becomes 120 days’ delinquent.

All interest accrued but not collected for loans that are placed on non-accrual status or subsequently charged-off is reversed against interest income which is included in revenues, net on the consolidated statements of operations. Income is subsequently recognized on the cash basis until, in management’s judgment, the borrower’s ability to make periodic and future principal and interest payments are reasonably assured, in which case the loan is returned to accrual status. The Company classifies its loans as either current or past due. Amounts are considered past due if a scheduled payment is not paid on its due date. The Company does not modify the terms of its existing loans with customers.

Allowance for Credit Losses - Loans Held for Investment

The Company estimates expected credit losses over the contractual term of loans, incorporating adjustments for anticipated prepayments and defaults when applicable. The contractual term excludes expected extensions, renewals, and modifications unless one of the following conditions is met: (i) management has a more likely than not expectation at the reporting date that an extension or renewal option is included in the original or modified contract, and (ii) such options are not unconditionally cancellable by the Company.

The foundation for the discount rate used in our credit loss estimation is the Secured Overnight Financing Rate ("SOFR"), a widely accepted benchmark for the cost of overnight borrowing collateralized by United States Treasury securities. SOFR is commonly used by traditional credit and warehouse facilities to account for interest rate variability. In addition to SOFR, our discount rate incorporates an interest rate floor, which reflects the minimum rate a market investor would require for a pool of unsecured consumer receivables. This rate is further adjusted based on prevailing market and macroeconomic conditions. The combination of SOFR and the interest rate floor determines the overall discount rate applied to calculate the net present value of expected credit losses. Management reviews the discount rate at each reporting period and updates when applicable.

The discount rate fluctuates in response to macroeconomic market cycles, as determined by management’s assessment of future economic conditions. The macroeconomic cycle is influenced by changes in money supply growth and contraction, which are inversely correlated with the discount rate. This inverse relationship allows for an adjusted present value assessment that accounts for the broader economic environment. Our cash flow model represents historical financial performance, while the discounted cash flow methodology projects future credit losses by adjusting the present value of historical data.

When management determines that loans are uncollectible, identified amounts are charged against the allowance for credit losses. Loans are written off in accordance with our charge-off policy, which stipulates charge-offs at 120 days past due or when other specific criteria are met. Any subsequent recoveries of previously charged-off amounts are credited back to the allowance for credit losses.

Business Combinations

The Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine whether the acquired net assets meets the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs.

The Company accounts for business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred.

Any contingent consideration (“Earn-out liabilities”) is measured at fair value at the acquisition date. For contingent consideration that does not meet all the criteria for equity classification, such contingent consideration is required to be recorded at its initial fair value at the acquisition date, and on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified contingent consideration are recognized on the consolidated statements of operations in the period of change.

When the initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction occurs, the Company reports provisional amounts. Provisional amounts are adjusted during the measurement period, which does not exceed one year from the acquisition date. These adjustments, or recognition of additional assets or liabilities, reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.

Inventory

Inventories are finished goods and are stated at lower of cost or net realizable value. Cost is measured by using an average cost method which approximates FIFO (first in, first out). The net realizable value of the Company’s inventory is estimated based on current and forecasted demand, and market conditions. The allowance for excess and obsolete inventory requires management to make assumptions and to apply judgment regarding a number of factors, including estimates applying past and projected sales performance to current inventory levels. As of December 31, 2024 and 2023, no reserve for inventory has been recorded.

Property and Equipment

Property and equipment is recorded at cost and depreciated using the straight-line basis over the estimated useful lives of the respective asset. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations. The Company’s property and equipment and related estimated useful lives consist of the following:


Assets						Estimated useful life
Furniture and fixtures						5-7 years
Leasehold improvements						Lesser of lease or useful life

Goodwill and Acquired Intangible Assets

Goodwill in the Company’s consolidated financial statements resulted from the Credova Merger, while the acquired intangible assets recorded in the Company’s consolidated financial statements resulted from both the EveryLife asset acquisition and the Credova Merger.

Goodwill represents the excess of the purchase price in a business combination over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed. Goodwill is not amortized as it is estimated to have an indefinite life. As such, goodwill is subject to an annual impairment test.

The Company allocates goodwill to reporting units based on the expected benefit from the business combination. Reporting units are evaluated when changes in the Company’s operating structure occur, and if necessary, goodwill is reassigned using a relative fair value allocation approach.

ASC 350, Intangibles—Goodwill and Other ("ASC 350") requires goodwill to be tested for impairment at least annually or more frequently if events or changes in circumstances indicate that goodwill may be impaired. The Company performed its annual impairment test of goodwill as of December 31, 2024. The accounting guidance gives the option to perform a qualitative assessment to determine whether further impairment testing is necessary. The qualitative assessment considers events and circumstances that might indicate that a reporting unit’s fair value is less than its carrying amount. If it is determined, as a result of the qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative test is performed. For the Company's annual impairment test of goodwill for the year ended December 31, 2024, the Company performed a qualitative assessment as of December 31, 2024 and concluded that it was more likely than not that the fair value of each of its reporting units exceeded the respective related carrying amounts and, as such, did not perform any quantitative tests.

Separately acquired intangible assets are measured on initial recognition at cost including directly attributable costs. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Acquired identifiable finite-lived intangible assets are amortized on a straight-line basis over the estimated useful life of the respective asset. Each period the Company evaluates the estimated remaining useful lives of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Acquired indefinite-lived intangible assets are not amortized but are tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the intangible asset may be impaired.

Capitalized Software

The Company capitalizes costs related to the development of its internal software and certain projects for internal use in accordance with ASC 350-40, Internal-Use Software ("ASC 350-40"). The Company capitalizes costs to develop its mobile application and website when preliminary development efforts are successfully completed, management has authorized and committed project funding, it is probable that the project will be completed, and the software will be used as intended. Costs incurred during the preliminary planning and evaluation stage of the project and during the post implementation operational stage, including maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional functionality are capitalized and expensed over the estimated useful life of the upgrades on a per project basis. Amortization is computed on an individual product basis over the estimated economic life of the product using the straight-line method. Software development costs expensed and not capitalized, which are included in research and development expense in the accompanying consolidated statements of operations, were approximately $0.7 million and $1.1 million for years ended December 31, 2024, and 2023, respectively.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, including intangible, capitalized software and lease assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured first by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are impaired, an impairment loss would be recognized based on the excess of the carrying amount of the asset above the fair value of the asset. No impairment of the Company’s long-lived assets was recorded for the years ended December 31, 2024 and 2023.

Convertible Notes

The Company may enter into convertible notes, which are convertible at the note holder's discretion, or, under certain circumstances, the Company’s discretion, into shares of Company common stock. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the convertible notes date with a charge to expense in accordance with ASC 480, Distinguishing Liabilities from Equity ("ASC 480"), and records interest expense as incurred.

Warrant Liabilities

The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 815-40, Derivatives and Hedging (“ASC 815-40”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for the Public Warrants (as defined in Note 13) and the Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each reporting period until exercised, and any change in fair value is recognized in the consolidated statements of operations. The Warrants for periods where no observable traded price was available are valued using a Black-Scholes option pricing model. For the Public Warrants, quoted market price will be used as the fair value as of each relevant date.

Leases

The Company determines if an arrangement is a lease at inception. For leases where the Company is the lessee, right-of-use (“ROU”) assets represent the Company’s right to use the underlying asset for the term of the lease and the lease liabilities represent an obligation to make lease payments arising from the lease. The Company’s lease agreement contains rent escalation provisions, which are considered in determining the ROU assets and lease liabilities. The Company begins recognizing rent expense when the lessor makes the underlying asset available for use by the Company. Lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. Lease renewal periods are considered on a lease-by-lease basis in determining the lease term. The interest rate the Company uses to determine the present value of future lease payments is the Company’s incremental borrowing rate because the rate implicit in the Company’s leases is not readily determinable. The incremental borrowing rate is a hypothetical rate for collateralized borrowings in economic environments where the leased asset is located based on credit rating factors. The ROU asset is determined based on the lease liability initially established and adjusted for any prepaid lease payments and any lease incentives received. The lease term to calculate the ROU asset and related lease liability includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. Certain leases contain variable costs, such as common area maintenance, real estate taxes or other costs. Variable lease costs are expensed as incurred on the consolidated statements of operations.

Operating leases are included in the ROU assets and lease liabilities on the consolidated balance sheets. The Company has no finance leases.

Share-Based Compensation

The Company recognizes an expense for share-based compensation awards based on the fair value of the award on the date of grant. For certain awards, the Company has determined that the service inception date precedes the grant date as (a) the awards were authorized prior to establishing an accounting grant date, (b) the recipients began providing services prior to the grant date, and (c) there are performance conditions that, if not met by the accounting grant date, will result in the forfeiture of the awards. As the service inception date precedes the accounting grant date, the Company recognizes share-based compensation expense over the requisite service period based on the estimated fair value at each reporting date until the grant date. Forfeitures are accounted for when they occur. Modifications are approved by the Board and any incremental compensation cost is recognized in the period of occurrence.

Income Taxes

The Company accounts for income taxes using the liability method of accounting for income taxes.

Deferred tax assets are determined based on the difference between the financial statement basis and tax basis as well as net operating loss or other tax credit carryforwards, if any, and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that the related tax benefits will not be realized. If the Company’s assessment of the realizability of a deferred tax asset changes, an increase to a valuation allowance will result in a reduction of net earnings at that time, while the reduction of a valuation allowance will result in an increase of net earnings at that time.

The Company follows ASC Topic 740-10-65-1 in accounting for uncertainty in income taxes by prescribing rules for recognition, measurement, and classification in the financial statements of tax positions taken or expected to be in a tax return. This prescribes a two-step process for the financial statement measurement and recognition of a tax position. The first step involves the determination of whether it is more likely than not (greater than 50 percent likelihood) that a tax position will be sustained upon examination, based on the technical merits of the position. The second step requires that any tax position that meets the more likely than not recognition threshold be measured and recognized in the consolidated financial statements at the largest amount of benefit that is a greater than 50 percent likelihood of being realized upon ultimate settlement. This topic also provides guidance on the accounting for related interest and penalties, financial statement classification and disclosure. The Company’s policy is that any interest or penalties related to uncertain tax positions are recognized in income tax expense when incurred. The Company has no uncertain tax positions or related interest or penalties requiring accrual at December 31, 2024 and 2023.

Research and Development

The Company expenses research and development costs as incurred, except for certain internal-use software development costs, which may be capitalized as noted above. Research and development expenses consist primarily of software development costs, including employee compensation and external contractors, associated with the ongoing development of the Company’s technology.

Fair Value of Financial Instruments

Fair value is the price that would be received to sell an asset, or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The Company classifies fair value balances based on the observability of those inputs. The three levels of the fair value hierarchy are as follows:

Level 1 — Inputs based on unadjusted quoted market prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active or for which all significant inputs are observable or can be corroborated by observable market data.

Level 3 — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are both unobservable for the asset and liability in the market and significant to the overall fair value measurement.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes a fair value hierarchy based on the inputs used to measure fair value. The recorded amounts of certain financial instruments, including money markets classified as cash equivalents, accounts receivable, accounts payable, accrued expenses, debt at fixed interest rates, and other liabilities approximate fair value due to their relatively short maturities.

The Company’s policy is to record transfers between levels, if any, as of the beginning of the fiscal year. For the years ended December 31, 2024 and 2023 no transfers between levels have been recognized.

Advertising

The Company expenses advertising costs as incurred. Advertising expenses were approximately $5.1 million and $3.1 million for the years ended December 31, 2024 and 2023, respectively, which are included in sales and marketing expenses in the accompanying consolidated statements of operations.

Segment Reporting

Operating segments are defined as components of an entity for which separate discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company has determined that the Company has three reportable segments comprised of Marketplace, Brands and Financial Technology.

Concentration of Risks

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents, and accounts receivable. We maintain cash and cash equivalent balances in excess of the insured limits set by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts.

For the year ended and as of December 31, 2024, one customer accounted for 12% of the Company’s revenue. For the year ended December 31, 2023, no customer accounted for 10% or more of the Company's revenue.

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805) ("ASU 2021-08"). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in ASC 606, Revenue from Contracts with Customers ("ASC 606"). At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. For the Company, ASU 2021-08 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Adoption of ASU 2021-08 should be applied prospectively. ASU 2021-08 became effective for the Company beginning January 1, 2024. The adoption of ASU 2021-08 did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("ASU 2022-03"), which clarifies that contractual sale restrictions are not considered in measuring fair value of equity securities and requires additional disclosures for equity securities subject to contractual sale restrictions. ASU 2022-03 is effective for public companies for fiscal years beginning after December 15, 2023, and became effective for the Company beginning January 1, 2024. The adoption of ASU 2022-03 did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In November 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which will add required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help investors understand how the CODM evaluates segment expenses and operating results. ASU 2023-07 will also allow disclosure of multiple measures of segment profitability, if those measures are used to allocate resources and assess performance. ASU 2023-07 is effective for public companies for fiscal years beginning after December 15, 2023. ASU 2023-07 became effective for the Company beginning January 1, 2024. The adoption of ASU 2023-07 did not have a material impact on the consolidated financial statements. Refer to Note 18, Segments.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The standard will be effective for public companies for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements.

In March 2024, the FASB issued ASU No. 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards (“ASU 2024-01”), which intends to improve clarity and comparability without changing the existing guidance. ASU 2024-01 provides an illustrative example intended to demonstrate how entities that account for profits interest and similar awards would determine whether a profits interest award should be accounted for in accordance with ASC 718, Compensation—Stock Compensation ("ASC 718"). Entities can apply the guidance either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date of adoption. ASU 2024-01 is effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the potential impact of adopting ASU 2024-01 on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01"). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its consolidated financial statements.

Recapitalization

12 Months Ended

Dec. 31, 2024

Recapitalization [Abstract]

Recapitalization

As discussed in Note 1, Organization and Business Operations, the Business Combination was consummated on July 19, 2023, which, for accounting purposes, was treated as the equivalent of PublicSquare issuing stock for the net assets of Colombier, accompanied by a recapitalization. Under this method of accounting, Colombier was treated as the acquired company for financial accounting and reporting purposes under U.S. GAAP.

Transaction Proceeds

Upon closing of the Business Combination, the Company received gross proceeds of $34.9 million from the Business Combination, offset by total transaction costs of $16.8 million. The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statement of changes in stockholders’ equity for the year ended December 31, 2023:


Cash-trust and cash, net of redemptions	$	34,938,880
Less: transaction costs and advisory fees, paid	(16,834,686)
Net proceeds from the Business Combination	18,104,194
Less: public and private placement warrant liabilities	(8,816,500)
Less: earn-out liabilities	(2,400,000)
Add: amounts paid in advance	2,570,919
Add: Transaction costs in accounts payable and accrued expenses	2,967,393
Reverse recapitalization, net	$	12,426,006

The number of shares of Common Stock issued immediately following the consummation of the Business Combination were:


Colombier Class A common stock, outstanding prior to the Business Combination			17,250,000
Less: Redemption of Colombier Class A common stock			(13,827,349)
Class A common stock of Colombier			3,422,651
Colombier Class B common stock, outstanding prior to the Business Combination			4,312,500
Business Combination shares			7,735,151
PublicSquare Shares			21,522,825
Common Stock immediately after the Business Combination			29,257,976

The number of PublicSquare shares was determined as follows:


	PublicSquare Shares	PublicSquare Shares after conversion ratio
Class A Common Stock	940,044	18,309,147
Class C Common Stock	165,000	3,213,678
Total	1,105,044	21,522,825

Public and private placement warrants

The Public Warrants issued in the IPO and 5,700,000 warrants issued in connection with private placement at the time of Colombier’s initial public offering (the “Private Placement Warrants”) remained outstanding and became warrants for the Company (see Note 13).

Redemption

Prior to the closing of the Business Combination, certain Colombier public shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 13,827,349 shares of Colombier Class A common stock for an aggregate payment of $141,151,432.

Transactions costs

For the year ended December 31, 2023, transaction costs incurred within the consolidated statements of operations were as follows:


	Year ended December 31, 2023

Accounting fees	$	756,257
Legal fees	5,049,149
Travel and other expenses	331,971
One-time share-based payment to influencers and advisors	708,400
Total	$	6,845,777

Acquisitions

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Acquisitions

Credova

On March 13, 2024, the Company entered into the Credova Merger Agreement.

Pursuant to the Credova Merger Agreement, on March 13, 2024, Merger Sub merged with and into Credova. In connection with the Merger, each share of Credova’s equity was converted into the right to receive newly-issued shares of PublicSquare 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. 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 Credova Stockholders.

The acquisition of Credova was accounted for as a business combination using the acquisition method pursuant to ASC 805, Business Combinations ("ASC 805"). 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 payable	8,449,500
Cash paid	1,587,184
Total purchase consideration	$	24,174,290

Purchase price allocation:
Cash	$	1,728,400
Loans held for investment	7,027,678
Fixed assets	243,879
Intangible assets	11,720,000
Prepaid expenses	1,269,933
Goodwill	10,930,978
Operating lease right of use asset	341,121
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 $2.3 million associated with the Credova Merger were included in general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2024.

Since the acquisition date, $10.1 million of revenue and $4.1 million of net loss have been included in the consolidated statement of operations for the year ended December 31, 2024.

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 value		Estimated useful life
Trademarks and tradenames	$	1,700,000	5
Internally developed software	3,600,000		3
Merchant relationships	5,900,000		5
State operating licenses	520,000		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 years ended December 31, 2024 and 2023 as if the Credova Merger had occurred on January 1, 2023. 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, 2023. 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.


	Year ended December 31, 2024		Year ended December 31, 2023
Revenue	$	26,112,999	$	21,160,166
Net loss	$	(56,296,035)	$	(58,170,571)

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, 2023 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.

EveryLife, Inc.

On February 23, 2023, the Company acquired the assets of EveryLife by way of a stock for stock exchange. Pursuant to that agreement, the Company acquired a brand name in exchange for 1,071,229 shares of the Company’s common stock. Through the stock for stock exchange agreement, the Company acquired EveryLife’s marketing related intangibles which consist of a brand name.

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 following table presents the acquisition date fair value of the asset acquired:


Assets acquired:
Balance – January 1, 2023	$	—
Issuance of common stock at fair value	1,334,850
Legal costs capitalized	42,611
Balance – December 31, 2023	$	1,377,461

Intangible Assets, Net

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

The following table summarizes intangible assets, net:


	Estimated useful life	December 31,
		2024		2023
Capitalized software development costs	1-5 years	$	8,620,519	$	5,011,519
Trademark and tradenames	5 years	1,700,000		—
Internally developed software	3 years	3,600,000		—
Merchant relationships	5 years	5,900,000		—
State operating licenses	Indefinite	520,000		—
Purchased technology	1-15 years	247,488		247,489
Brand name	10 years	1,377,461		1,377,461
Total intangible assets		21,965,468		6,636,469
Less: Accumulated amortization		(6,175,031)		(3,079,440)
Total intangible assets, net		$	15,790,437	$	3,557,029

Amortization expense was $3.2 million and $2.4 million for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024, estimated future amortization expense is expected as follows:


2025	$	4,268,679
2026	4,268,679
2027	3,189,924
2028	2,516,424
2029	470,408
Thereafter	556,323
	$	15,270,437

Loans Held for Investment, Net

12 Months Ended

Dec. 31, 2024

Receivables [Abstract]

Loans Held for Investment, Net

The Company classifies its loans as either current or past due. The following reflects the credit quality of the Company’s loans held for investment, as delinquency status has been identified as the primary credit quality indicator, based on the recorded amount of the receivable in delinquent status as of December 31, 2024:


			Past Due
	Current		30-59 Days		60-89 days		> 90 days		Total
Loans held for investment	$	5,386,074	$	83,105	$	41,861	$	27,120	$	5,538,160
Allowance for credit losses									(816,045)
Loans held for investment, net									$	4,722,115

These loans have a variety of lending terms as well as original maturities ranging from six weeks to thirty-six months. The average remaining life of the Company’s loans was approximately 11 months as of December 31, 2024. Given that the Company’s loan portfolio focuses on unsecured installment loans, the Company evaluates the portfolio as a single homogeneous loan portfolio and performs further analysis by product type as needed.

The Company closely monitors credit quality for its loans held for investment to manage and evaluate exposure to credit risk. Credit risk management begins with initial underwriting, where a consumer is assessed based on the Company’s underwriting and credit policy. This includes Know Your Customer (“KYC”) identification, traditional credit scoring models, and various Fair Credit Reporting Act (“FCRA”) permissible consumer credit and risk data. Credit quality is monitored subsequent to underwriting based on performance metrics that include, but are not limited to, delinquency and default metrics. The Company uses software that monitors credit quality of the respective portfolio and performs analysis on credit data.

The changes in allowance for credit losses on loans held for investment as of December 31, 2024 is as follows:


Balance at January 1, 2024	$	—
Reserve established from loans acquired in Credova Merger	1,130,515
Charge-offs	(1,367,121)
Provision for credit losses	1,052,651
Balance at December 31, 2024	$	816,045

Property and Equipment

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

The following table summarizes property and equipment:


	December 31,
	2024		2023
Furniture and fixtures	$	185,744	$	142,994
Leasehold improvements	177,940		—
Total cost	363,684		142,994
Less: Accumulated depreciation	(88,145)		(15,855)
Property and equipment, net	$	275,539	$	127,139

Depreciation expense was $0.1 million and $12,648 for the years ended December 31, 2024 and 2023, respectively.

Revolving Line of Credit	12 Months Ended
Revolving Line of Credit	Dec. 31, 2024
Line of Credit Facility [Abstract]
Revolving Line of Credit	Revolving Line of Credit The Company assumed a $10.0 million revolving loan with a finance company through the Credova Merger (Note 5) which bears interest at a rate of 15.0% and requires minimum monthly interest payments. The funding termination date is June 30, 2024. The borrowing base is based upon a percentage of eligible receivables which are valued as the outstanding principal amount, less adjustments for loans held for investment that are more than thirty-one days but no more than sixty days past due. For calculating the borrowing base, receivables more than sixty days past due are excluded. The total amount that can be borrowed under the loan is reduced to the amount of the borrowing base if that amount is lower. On July 1, 2024 the Company entered into Amendment No. 5 to the Amended and Restated Loan and Security Agreement. The amendment extended the funding period for an additional 12 months beginning July 1, 2024. The line of credit will bear interest at an annual rate of 14.5% with minimum interest requirement. The borrowing base is set at 89% of the unpaid principal balance of pledge receivables that are no more than sixty days past due. The amendment contains customary covenants, trigger events, representations and warranties. Certain assets at Credova are assigned as collateral. The revolving line of credit maturity date is subsequent to the revolving period, which is the earlier of: (a) nine (9) months following the funding termination date (June 30, 2025) and (b) the remittance date on which the aggregate outstanding advances are $1.0 million or below. Monthly remittance remains in effect with a borrowing base calculation. During the amortization period, the Company will repay the aggregate outstanding advances until such aggregate outstanding advances do not exceed the borrowing base, and then 100% of the remaining collections until the aggregate outstanding advances have been reduced to zero. As of December 31, 2024, the outstanding advances under this revolving loan totaled $3.8 million.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Accrued Expenses

12 Months Ended

Dec. 31, 2024

Accounts Payable and Accrued Liabilities [Abstract]

Accrued Expenses

The following table summarizes accrued expenses:


	December 31,
	2024		2023
Accrued payroll	$	400,877	$	516,754
Accrued acquisition costs	—		440,164
Accrued professional services	12,463		172,700
Accrued taxes and licenses	66,013		124,250
Accrued legal	114,093		113,483
Accrued Board fees	—		89,750
Accrued marketing	98,492		82,115
Accrued inventory	155,798		—
Accrued other	319,593		102,337
Total accrued expenses	$	1,167,329	$	1,641,553

Leases

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Leases

From time to time, the Company may enter into short-term or long-term lease arrangements as part of its normal operations. On September 1, 2022, the Company entered into a two-year lease for office space in Rancho Santa Fe, California at a monthly rate of $15,538 for year one and $16,719 for year two. This lease agreement terminated on August 31, 2024 in accordance with the original terms.

The Company entered into 16-month sublease for office space in West Palm Beach, Florida on October 1, 2023 at a monthly rate of $16,457 which terminated on February 28, 2025.

As part of the Credova acquisition, the Company acquired a four-year office lease in Bozeman, Montana, that terminates in April 2027. The monthly rental expense is $10,468.

Rent expense under the operating leases included in the results of operations, inclusive of common area maintenance charges and real estate taxes, was $0.5 million and $0.3 million for the years ended December 31, 2024 and 2023, respectively.

The following amounts were recorded in the Company’s consolidated balance sheets relating to its operating leases and other supplemental information:


	December 31,
	2024			2023
ROU assets	$	274,603		$	324,238
Lease liabilities:
Current lease liabilities	$	122,587		$	310,911
Non-current lease liabilities	163,716			16,457
Total lease liabilities	$	286,303		$	327,368
Other supplemental information:
Weighted average remaining lease term	2.2 years			1 year
Weighted average discount rate	10.20		%	10.50		%

The following table presents the lease payments relating to the Company’s operating leases:


Fiscal Year	December 31, 2024
2025	$	144,273
2026	131,196
2027	44,112
Total lease payments	319,581
Less: imputed interest	(33,278)
Present value of operating lease liabilities	$	286,303

Convertible Promissory Notes

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Convertible Promissory Notes

Promissory Note Exchange

Prior to the execution of the Credova Merger Agreement, Credova, PublicSquare and certain holders of outstanding subordinated notes (“Subdebt Notes”) issued by Credova (the “Participating Noteholders”) entered into a Note Exchange Agreement (the “Note Exchange Agreement”) pursuant to which, immediately prior to the Closing, the Participating Noteholders delivered their Subdebt Notes of Credova for cancellation, in exchange for newly-issued replacement notes issued by PublicSquare, convertible into shares of Class A Common Stock (the “Replacement Notes”). The Replacement Notes have 9.75% simple interest per annum and 10-year maturity dates.

Pursuant to the terms of the Replacement Notes, at any time after the Closing, Participating Noteholders may elect to convert their Replacement Notes into a number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the outstanding principal amount of the Replacement Note to be converted plus accrued and unpaid interest by (y) 4.63641, subject to adjustment for stock splits and other similar transactions (the “Conversion Price”). At any time, the Company may call the Replacement Notes for a cash amount equal to accrued interest plus (i) between the Closing and the first anniversary of the Closing, 120% of the then outstanding principal amount, (ii) between the first anniversary and the second anniversary of the Closing, 105% of the then outstanding principal amount and (iii) after the second anniversary of the Closing, the then outstanding principal amount of the Replacement Note. Further, the Replacement Notes permit the Company, in its discretion, to require conversion of the Replacement Notes into shares of Class A Common Stock if the daily volume-weighted average trading price of the Company Class A Common Stock exceeds 140% of the Conversion Price on each of at least ten consecutive trading days during the twenty trading day period prior to notice of such required conversion. The Company determined the embedded derivatives did not require bifurcation.

Credova Subdebt Notes not exchanged for Replacement Notes at Closing were canceled following payment in full in cash.

As of December 31, 2024, the convertible promissory notes payable was $8.4 million.

Convertible Promissory Notes – Related Party

In March 2024, the Company entered into a note purchase agreement for a 9.75% private placement convertible note for $10.0 million invested by a Board member and his affiliates. Terms for the note were priced based on notes exchanged as part of the Credova Merger described above.

In August 2024, the Company entered into an agreement for a $10.0 million convertible note in a private placement with a Board member and affiliates. The note has identical terms to the notes offered in March 2024.

Convertible Promissory Notes

During the year ended December 31, 2023, the Company issued convertible promissory notes (the “Notes”) in the total amount of $22.5 million that accrue interest at the rate of 5% per annum until converted or paid in full upon maturity being December 31, 2024.

As described in Note 1, on July 19, 2023, the Company consummated the Business Combination and became a publicly-traded company at which time the balance under each Note converted automatically into shares of PublicSquare Common Stock at a conversion price per share based upon an implied $100.0 million fully diluted pre-money valuation, excluding the Notes.

The Notes are required to be recorded at their initial fair value on the date of issuance under ASC 480-10-25-14, and each consolidated balance sheet date thereafter. Changes in the estimated fair value of the Notes are recognized as non-cash gains or losses in the consolidated statements of operations.

The change in the fair value of the Notes measured with Level 3 inputs for the year ended December 31, 2023 is summarized as follows:


	Convertible Notes
Fair value as of January 1, 2023	$	—
Principal balance of convertible notes issued	22,500,000
Change in valuation inputs or other assumptions	14,571,109
Conversion of convertible notes	(37,071,109)
Fair value as of December 31, 2023	$	—

Warrant Liabilities	12 Months Ended
Warrant Liabilities	Dec. 31, 2024
Warrant Liabilities [Abstract]
Warrant Liabilities	Warrant Liabilities 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 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 warrants where each warrant allows the holder to purchase one share of the Company’s common stock at $11.50 per share. At December 31, 2024 and 2023, there are 5,750,000 Public Warrants and 5,700,000 Private Placement 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. Once the warrants become exercisable, 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 Placement 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 statement of operations at each reporting period until they are exercised. As of December 31, 2024 and 2023, the Public Warrants and Private Placement Warrants are presented within warrant liabilities on the consolidated balance sheets.

Related Parties	12 Months Ended
Related Parties	Dec. 31, 2024
Related Party Transactions [Abstract]
Related Parties	Related Parties In June 2023, the Company signed a consulting agreement with a Board member to provide advisory services to EveryLife. In exchange, the Board member receives $10,000 per month and 40,000 RSUs that vest at the completion of the consulting agreement. On November 29, 2023, the Company entered into a new consulting agreement with the same Board member, through his consulting company. In connection with the execution of the November 2023 consulting agreement, the previous consulting agreement was terminated. Pursuant to the November 2023 consulting agreement, the Board member receives $30,000 per month and was granted 120,000 RSUs, subject to approval by the Company’s board, in connection with consulting services provided to the Company, including in regard to outreach, marketing and growth initiatives for the Company and EveryLife. Pursuant to the consulting agreement, 30,000 RSUs vested on January 31, 2024, 60,000 RSUs were to vest on May 3, 2024, and 30,000 RSUs will vest on November 1, 2024. On February 27, 2024, the November 2023 consulting agreement was amended to reduce the monthly fee from $30,000 to $15,000, and to remove the RSU grant of the 60,000 RSUs set to vest on May 3, 2024. The consulting agreement was mutually cancelled in November 2024. For the year ended December 31, 2024 and 2023, the Company has incurred and paid $187,500 and $188,801, respectively. In August 2023, the Company signed a one-year strategic consulting agreement with a consulting company that is controlled by a Board member. The consulting company was engaged by the Company to provide strategic advice and assistance to the Company in connection with capital markets strategy, acquisition strategy, investor relations strategy, and other strategic matters for a fixed fee of $80,000 per month plus expenses. The fixed fee was reduced to $60,000 per month plus expenses in 2024 and the agreement was terminated at the end of November 2024. As of December 31, 2024 and 2023, the Company has incurred and paid $660,000 and $360,000, respectively, relating to this agreement. The Board member resigned in December 2024. In December 2023, the Company signed another agreement with the same strategic consulting company that is controlled by a Board member. The consulting company was engaged by the Company to provide merger and acquisitions advice in connection with its potential acquisition. The term of the agreement was the earlier of twelve months or the consummation of the acquisition. The fees for these services is $150,000 payable promptly at the closing of an acquisition and Class A stock in the Company of 4% of the gross enterprise value or total consideration paid with respect to an acquisition. As of December 31, 2024 and 2023, the Company has incurred and paid $150,000 and zero, respectively, relating to this agreement. In August 2024, the Company entered into a one-year strategic consulting agreement with an individual who was appointed to the PublicSquare Board in December 2024. The individual was engaged by the Company to provide strategic advice and assistance with partnership development and marketing leadership for a fixed fee of $42,000 per month plus 100,000 Restricted Stock Units which will vest one year from the grant date. As of December 31, 2024, the Company has incurred and paid $241,161. The Board member resigned in December 2024.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Share Based Compensation

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Share Based Compensation

Share-Based Compensation

On July 25, 2023, the Board of the Company approved the PSQ Holdings, Inc. 2023 Stock Incentive Plan as well as the 2023 Employee Stock Purchase Plan, whereby it may grant to certain employees, consultants and advisors an award, such as (a) incentive stock options, (b) non-qualified stock options, (c) restricted stock and (d) RSUs, of the Company.

2023 Stock incentive plan

Awards may be made under the Plan for up to such number of shares of Class A common stock, $0.0001 par value per share, of the Company (the “Class A Common Stock”) as is equal to the sum of:

(A) a number of shares of Class A Common Stock equal to fifteen percent (15%) of the outstanding shares of all classes of Company common stock, $0.0001 par value per share (“Company Common Stock”), determined immediately following the closing of the Merger Agreement.

(B) an annual increase to be added on the first day of each fiscal year, commencing on January 1, 2024 and continuing for each fiscal year until, and including, January 1, 2033, equal to the lesser of (i) 5% of the outstanding shares of all classes of Company Common Stock on such date and (ii) the number of shares of Class A Common Stock determined by the Board.

2023 Employee Stock Purchase plan

The purpose of this plan is to provide eligible employees opportunities to purchase shares of the Company’s Class A common stock. For this purpose, the Board approved 600,000 shares of Class A Common stock, plus an annual increase to be added on the first day of each fiscal year, commencing on January 1, 2024 and continuing for each fiscal year until, and including, January 1, 2033, equal to the least of (i) 425,000 shares of Class A Common Stock, (ii) 5% of the outstanding shares of all classes of Company common stock, $0.0001 par value per share, on such date and (iii) a number of shares of Class A Common Stock determined by the Board.

Restricted Stock Units

During the years ended December 31, 2024 and 2023, the Company issued RSU’s under the 2023 Stock Incentive Plan to employees, advisors, and members of the Board. Each RSU entitles the recipient to one share of our common stock upon vesting. The Company measures the fair value of RSUs using the stock price on the date of grant.

Share-based compensation expense for RSUs is recorded ratably over their vesting period.

A summary of the activity with respect to, and status of, RSUs during the year ended December 31, 2024 and 2023 is presented below:


	Number of RSUs	Weighted Average Grant Date Value
Unvested as of January 1, 2023	—	$	—
Granted	2,462,989	$	8.88
Forfeited	(108,000)	$	10.12
Vested	(699,447)	$	6.98
Unvested as of December 31, 2023	1,655,542	$	9.61
Granted	3,944,057	$	4.83
Forfeited and cancelled	(557,975)	$	7.53
Vested	(2,512,989)	$	6.60
Unvested as of December 31, 2024	2,528,635	$	6.16

As of December 31, 2024 and 2023 there were 3,386,082 and 2,354,989 RSUs outstanding, respectively.

During the years ended December 31, 2024 and 2023, the Company recorded share-based compensation expense, related to RSUs of $17.1 million and $5.0 million, respectively. As of December 31, 2024 and 2023, unrecognized compensation cost related to the grant of RSUs was approximately $15.4 million and $21.4 million, respectively. Unvested outstanding RSUs as of December 31, 2024 and 2023 had a weighted average remaining vesting period of 1.66 years and 2.32 years, respectively.

Share based compensation relating to earn-out

Certain executive officers, employees and service providers of PublicSquare will be entitled to receive up to 3,000,000 shares of Class A Common Stock (the “Earn-out Shares”) in the event certain trading price-based metrics are satisfied during the five (5)-year period commencing on the date of the Closing and ending on the fifth anniversary thereof (the “Earn-out Period”), or, if earlier, upon the occurrence of a change of control transaction (as defined in the Merger Agreement) during the Earn-out Period with an implied per share price that exceeds the relevant trading price-based metrics. Specifically, Earn-out Shares will be earned if one or more of the three (3) triggering events described below occurs:

•in the event that, and upon the date during the Earn-out Period on which, the volume-weighted average trading price of Class A Common Stock quoted on the New York Stock Exchange (“NYSE”) (or such other exchange on which the shares of Class A Common Stock are then listed) for any twenty (20) trading days within any thirty (30) consecutive trading day period (the “Earn-out Trading Price”) is greater than or equal to $12.50, the Participating Equity Holders will be entitled to receive an aggregate of 1,000,000 Earn-out Shares;

•in the event that, and upon the date during the Earn-out Period on which, the Earn-out Trading Price is greater than or equal to $15.00, the Participating Equity Holders will be entitled to receive an aggregate of 1,000,000 additional Earn-out Shares; and

•in the event that, and upon the date during the Earn-out Period on which, the Earn-out Trading Price is greater than or equal to $17.50, the Participating Equity Holders will be entitled to receive an aggregate of 1,000,000 additional Earn-out Shares.

In accordance with ASC 718, these are awards granted with a market condition. The effect of this market condition was reflected in the grant-date fair value of an award. The fair value of the earn-out shares was estimated using a Monte Carlo simulation utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Common Stock and current interest rates. Below are the key assumptions used in valuing the earn-out shares:


	As of 7/19/2023
PSQH Stock Price	$	9.08
Volatility	40.0		%
Risk free rate of return	4.6		%
Expected term (in years)	4.8 years

During the years ended December 31, 2024 and 2023, the Company recorded share-based compensation expense, related to the earn-out shares of $3.7 million and $1.7 million, respectively. As of December 31, 2024 and 2023, unrecognized compensation cost related to the earn-out shares was approximately $12.2 million and $15.9 million, respectively.

During the years ended December 31, 2024 and 2023, the Company recorded the following share-based compensation expense, related to RSUs, earn-out shares, Credova Merger and Business Combination:


	For the year ended December 31,
	2024		2023
Cost of sales	$	172,310	$	20,106
General and administrative	11,250,957		2,762,361
Sales and marketing	6,620,093		2,636,289
Research and development	1,792,384		579,263
Transaction costs incurred in connection with Credova Merger	887,409		—
Transaction costs incurred in connection with the Business Combination	—		708,400
Total share-based compensation expense	$	20,723,153	$	6,706,419

Stockholders' Equity	12 Months Ended
Stockholders' Equity	Dec. 31, 2024
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Stockholders’ Equity Preferred Stock The Company is authorized to issue 50,000,000 shares of $0.0001 par value preferred stock. At December 31, 2024 and 2023, there were no shares of preferred stock issued or outstanding. Common Stock Class A Common Stock The Company is authorized to issue 500,000,000 shares of $0.0001 par value Class A Common Stock. As of December 31, 2024 and 2023, the Company had 39,575,499 and 24,410,075 shares of Class A common stock issued, and outstanding, respectively. Each share of Class A Common Stock has one vote and has similar rights and obligations. Class C Common Stock The Company is authorized to issue 40,000,000 shares of $0.0001 par value Class C Common Stock. As of December 31, 2024 and 2023, the Company had 3,213,678 shares of Class C common stock issued, and outstanding. Each share of the Company’s Class C Common Stock entitles its holder, initially the CEO, to a number of votes per share (rounded up to the nearest whole number) equal to (a) the aggregate number of outstanding shares of Class A Common Stock entitled to vote on the applicable matter as of the applicable record date plus 100, divided by (b) the aggregate number of outstanding shares of Class C Common Stock.

- Definition

The entire disclosure for equity.

+ References

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+ Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

The Company accounts for certain assets and liabilities at fair value and classifies these assets and liabilities within the fair value hierarchy (Level 1, Level 2, or Level 3).

Assets and liabilities subject to fair value measurements are as follows:


	As of December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents – Money market	$	22,602,438	$	—	$	—	$	22,602,438

Liabilities
Warrant liabilities – Public Warrants	$	4,600,000	$	—	$	—	$	4,600,000
Warrant liabilities – Private placement warrants (1)	—		—		5,586,000		5,586,000
Earnout liabilities (2)	—		—		620,000		620,000
Total liabilities	$	4,600,000	$	—	$	6,206,000	$	10,806,000


	As of December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents – Money market	$	10,301,371	$	—	$	—	$	10,301,371

Liabilities
Warrant liabilities – Public Warrants	$	4,715,000	$	—	$	—	$	4,715,000
Warrant liabilities – Private placement warrants (1)	—		—		5,415,000		5,415,000
Earnout liabilities (2)	—		—		660,000		660,000
Total liabilities	$	4,715,000	$	—	$	6,075,000	$	10,790,000

(1)Private Placement Warrants were estimated using a Black-Scholes option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Common Stock and current interest rates.

(2)The fair value of the earn-out liabilities was estimated using Monte Carlo simulation utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Common Stock and current interest rates.

The following table presents the changes in fair value of the private placements warrants:


	Private Placement Warrant Liabilities
Liability at beginning of the period	$	—
Assumed in the Business Combination	4,408,250
Change in fair value	1,006,750
Balance as of December 31, 2023	$	5,415,000
Change in fair value	171,000
Balance as of December 31, 2024	$	5,586,000

The following table presents the changes in fair value of the earn-out liabilities:


	Earn-out Liabilities
Liability at beginning of the period	$	—
Assumed in the Business Combination	2,400,000
Change in fair value	(1,740,000)
Balance as of December 31, 2023	$	660,000
Change in fair value	(40,000)
Balance as of December 31, 2024	$	620,000

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Segments

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Segments

The Company routinely evaluates whether its operating and reportable segments continue to reflect the way the CODM evaluates the business. The determination is based on: (1) how the Company’s CODM evaluates the performance of the business, including resource allocation decisions, and (2) whether discrete financial information for each operating segment is available. The Company considers the chief executive officer to be its CODM.

As of December 31, 2024, the Company’s operating and reportable segments include:

•Marketplace: PublicSquare has created a marketplace platform to access consumers that are drawn to traditional values. The Company generates revenue from advertising and e-commerce transaction revenues.

•Brands: The Company's wholly-owned Brands subsidiaries include EveryLife, Inc., which generates revenue from online and wholesale sales of diapers, wipes and other baby products.

•Financial Technology: Our wholly owned Financial Technology subsidiaries include:

•Credova Holdings, Inc., which generates revenue primarily through four activities: revenue from sale of loan and lease contracts, revenue from interest earned on loans, revenue from retailer discounts and origination fees paid by lending institutions (direct revenue) earned in connection with providing financing on consumer goods.

•PSQPayments LLC (also referred to as “PSQ Payments”), is a wholly owned subsidiary of PublicSquare which generates revenue from launching a merchant servicer platform to provide its customers with a payments stack which comprises a framework of technological components and services that the Company’s customers can utilize to manage their payment processes.

The CODM measures and evaluates the Company’s performance based on segment gross revenue, segment non-GAAP gross profit and segment non-GAAP operating loss.

Segment performance, as defined by the Company, is not necessarily comparable to other similarly titled captions of other companies.

The following tables set forth the Company’s revenues, net and operating loss for the years ended December 31, 2024 and 2023:


	For the years ended December 31,
	2024		2023
Revenues, net:
Marketplace
Advertising and e-commerce sales	$	2,951,292	$	2,987,406
Brands
Product sales	10,979,823		3,185,931
Other sales	51,039		—
Returns and discounts	(843,765)		(487,350)
Total Brand revenues, net	10,187,097		2,698,581
Financial Technology
Direct revenue	3,269,740		—
Interest income on loans	2,569,061		—
Loan and lease contracts sold, net	4,002,463		—
Payments revenue	219,781		—
Total Financial Technology revenues, net	10,061,045		—
Total revenues, net	$	23,199,434	$	5,685,987


	For the year ended December 31, 2024
	Marketplace		Brands		Financial Technology		Total

Revenues, net	$	2,951,292	$	10,187,097	$	10,061,045	$	23,199,434
Cost of revenues attributable to segments	(1,974,852)		(6,243)		(438,144)		(2,419,239)
Cost of goods sold attributable to segments	—		(6,705,961)		—		(6,705,961)
Segment non-GAAP Gross Profit	976,440		3,474,893		9,622,901		14,074,234
Operating expenses attributable to segments	(11,998,210)		(5,552,022)		(10,738,319)		(28,288,551)
Segment non-GAAP operating loss	(11,021,770)		(2,077,129)		(1,115,418)		(14,214,317)
Reconciliation of total segment non-GAAP operating loss to operating loss:
Corporate costs not allocated to segments							(16,106,785)
Transaction costs incurred in connection with acquisitions							(2,295,502)
Share-based compensation (exclusive of what is included in transaction costs above)							(19,835,744)
Depreciation and amortization							(3,258,810)
Operating loss							(55,711,158)
Other expense, net							(1,974,950)
Loss before income taxes							$	(57,686,108)


	For the year ended December 31, 2023
	Marketplace		Brands		Financial Technology		Total

Revenues, net	$	2,987,406	$	2,698,581	$	—	$	5,685,987
Cost of revenues attributable to segments	(1,829,066)		—		—		(1,829,066)
Cost of goods sold attributable to segments	—		(1,969,147)		—		(1,969,147)
Segment non-GAAP Gross Profit	1,158,340		729,434		—		1,887,774
Operating expenses attributable to segments	(12,613,627)		(2,633,588)		—		(15,247,215)
Segment non-GAAP operating loss	(11,455,287)		(1,904,154)		—		(13,359,441)
Reconciliation of total segment non-GAAP operating loss to operating loss:
Corporate costs not allocated to segments							(10,149,261)
Transaction costs incurred in connection with the Business Combination							(6,845,777)
Transaction costs incurred in connection with potential acquisitions							(550,792)
Share-based compensation (exclusive of what is included in transaction costs above)							(5,998,019)
Depreciation and amortization							(2,442,706)
Operating loss							(39,345,996)
Other expense, net							(13,981,246)
Loss before income taxes							$	(53,327,242)

No asset information has been disclosed as the CODM does not regularly review asset information by reportable segment.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Other Legal Matters Credova is responding to inquiries from the Consumer Financial Protection Bureau (CFPB) regarding Credova’s lease products. In connection with this, the CFPB informed Credova that it is authorized to pursue a resolution or file an enforcement action, and has suggested certain injunctive relief. No assurance can be given that a settlement will be reached or about the terms of any such settlement. At this time, the Company is unable to state the exact nature of any relief that might be sought in any such action or resolution, including monetary relief or penalties, if any. From time to time in the ordinary course of business, the Company may be subject to various claims, charges, and litigation. At December 31, 2024 and 2023, except as described in the preceding paragraph, the Company did not have any pending claims, charges or litigation that were expected to have a material adverse impact on its financial position, results of operations or cash flows.

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

The following represents the components of the Company’s deferred tax assets and liabilities at December 31, 2024 and 2023:


	December 31,
	2024		2023
Sec 174 Cost – Domestic and Foreign	$	2,187,000	$	1,320,000
Net operating loss – Federal and State	15,878,000		5,686,000
Loan lease loss reserve	195,000		—
Share-based compensation	4,483,000		1,345,000
Depreciation and amortization	660,000		656,000
Identifiable Intangibles from Credova Acquisition	(2,434,000)		—
Credit – State	65,000		65,000
Capitalized acquisition cost	132,000		—
Other, net	48,000		(10,000)
Total deferred tax asset	21,214,000		9,062,000
Less: valuation allowance	(21,214,000)		(9,062,000)
Net deferred tax asset	$	—	$	—

As of December 31, 2024 and 2023, the Company had federal net operating loss carryforwards of approximately $70.0 million and $26.1 million, respectively, which may be available to reduce future taxable income, and may be carried forward indefinitely. At December 31, 2024 and 2023, the Company had approximately $37.0 million and $14.3 million of combined state NOLs respectively, which some expire between 2032 and 2044 and others indefinitely. Section 382 of the Internal Revenue Code (“Section 382”), imposes limitations on a corporation’s ability to utilize its NOL, if it experiences an “ownership change.” The Company has not completed a Section 382 study at this time; however, should a study be completed certain NOLs may be subject to such limitations. Any future annual limitation may result in the expiration of NOLs before utilization. In addition, the Company had California research and development tax credit carryforwards of $82 thousand available to reduce future tax liabilities. These unused research tax credit can be carried forward indefinitely until utilized, respectively.

In accordance with FASB ASC Topic 740, Accounting for Income Taxes, the Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which are comprised principally of net operating loss carryforwards. The Company has determined that it is more likely than not that the Company will not recognize the benefits of federal and state deferred tax assets and, as a result, a full valuation allowance of $21.2 million and $9.1 million has been established at December 31, 2024 and 2023, respectively. The valuation allowance increased by $12.1 million during the year ended December 31, 2024.

A reconciliation of income tax (expense) benefit at the statutory federal income tax rate and income taxes as reflected in the consolidated financial statements are as follows:


	For the years ended December 31,
	2024		2023
Federal tax expense	21.0	%	21.0	%
State tax expense, net of federal benefit	2.1	%	0.9	%
Permanent differences	0.3	%	(8.3)	%
Impact from rate change	0.3	%	(1.2	%)
Change in valuation allowance	(21.1)	%	(11.7)	%
Other difference	(2.6)	%	(0.7	%)
	0.0	%	0.0	%

The Company had no unrecognized tax benefits or related interest and penalties accrued for the years ended December 31, 2024 and 2023.

The Company is subject to U.S. federal income tax and California state income tax. The statute of limitations for assessment by the IRS and state tax authorities is open for the tax years of 2021-2023; currently, no federal or state income tax returns are under examination by the respective taxing authorities.

The Company paid California minimum taxes of $1,181 and $1,945 for the years ended December 31, 2024 and 2023, respectively.

- Definition

The entire disclosure for income tax.

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+ Details

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company has evaluated and recognized or disclosed subsequent events, as appropriate, form the consolidated balance sheet date through the date the consolidated financial statements were available to be issued. In January 2025, the Company paid out $0.3 million in cash and granted 499,998 RSUs to employees as part of the 2024 performance bonus payout. The RSUs will vest 50% on March 31, 2025 and 50% on September 30, 2025. Additionally, the Company granted 220,264 RSUs to Financial Technology employees as a bonus for achieving a certain Gross Merchandise Volume ("GMV") of signed and onboarded PSQ Payments merchants. The Company also granted 800,000 RSUs to the executive leadership team. The RSUs will vest over the next three years. On February 18, 2025, the Company announced the launch of Automatic Clearing House ("ACH") processing capability under its Financial Technology segment.

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net loss	$ (57,687,289)	$ (53,329,187)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
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-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
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-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
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Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	Cybersecurity is a critical component of our risk management strategy and corporate governance. We have implemented a comprehensive cybersecurity program designed to identify, assess, and mitigate risks that could materially impact our operations, financial condition, or reputation. Our approach begins with regular security risk assessments, where we analyze potential threats, evaluate their severity, and develop prioritized mitigation strategies. Responsibility for addressing these risks is assigned to appropriate teams, ensuring accountability and effective remediation. To enhance our security posture, we employ autonomous monitoring tools that continuously detect vulnerabilities and track anomalous activity across our infrastructure and applications. Alerts from these systems are escalated for triage by our Information Security team, allowing us to proactively address potential threats. Employee education is also a key element of our cybersecurity strategy. We provide ongoing training on data security best practices, phishing awareness, and social engineering defenses to ensure that our workforce remains vigilant against evolving threats. We maintain a structured incident management program that is formally tested through tabletop exercises at least once a year. Additionally, our business continuity and disaster recovery program is regularly evaluated to ensure resilience against disruptions. Recognizing the risks associated with third-party service providers, we have a robust vendor risk management program in place to assess and mitigate cybersecurity risks within our supply chain, particularly for vendors that handle customer and employee data. Our key infrastructure and applications undergo external penetration testing at least annually, and we conduct enterprise-wide risk assessments, inclusive of cybersecurity risks, on an annual basis.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	Cybersecurity is a critical component of our risk management strategy and corporate governance. We have implemented a comprehensive cybersecurity program designed to identify, assess, and mitigate risks that could materially impact our operations, financial condition, or reputation. Our approach begins with regular security risk assessments, where we analyze potential threats, evaluate their severity, and develop prioritized mitigation strategies. Responsibility for addressing these risks is assigned to appropriate teams, ensuring accountability and effective remediation.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	Governance of cybersecurity risks is integrated into our overall corporate oversight framework. Our Board of Directors considers cybersecurity a fundamental risk area and has delegated responsibility for oversight to the Audit Committee. The day-to-day management of cybersecurity risks is led by our Chief Information Security Officer (CISO), who is responsible for identifying, assessing, and mitigating security threats. As part of our broader enterprise risk assessment process, our CISO, Chief Technology Officer (CTO), Legal team, and Senior Engineering leadership conduct thorough evaluations of our cybersecurity program, risks, and corresponding mitigations. These assessments are reviewed with the Audit Committee at least annually. Our CISO brings extensive experience in security governance, risk, and compliance, with over 13 years of leadership in both public and private enterprises, including startups. Holding a degree in Accounting and Management Information Systems, our CISO provides deep expertise in aligning security initiatives with business objectives and regulatory requirements. To date, we have not experienced any cybersecurity incidents that have materially affected, or are reasonably likely to materially affect, our business strategy, financial condition, or results of operations. However, we remain vigilant in our efforts to mitigate cybersecurity risks and respond swiftly to potential threats.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	Governance of cybersecurity risks is integrated into our overall corporate oversight framework. Our Board of Directors considers cybersecurity a fundamental risk area and has delegated responsibility for oversight to the Audit Committee. The day-to-day management of cybersecurity risks is led by our Chief Information Security Officer (CISO), who is responsible for identifying, assessing, and mitigating security threats. As part of our broader enterprise risk assessment process, our CISO, Chief Technology Officer (CTO), Legal team, and Senior Engineering leadership conduct thorough evaluations of our cybersecurity program, risks, and corresponding mitigations. These assessments are reviewed with the Audit Committee at least annually. Our CISO brings extensive experience in security governance, risk, and compliance, with over 13 years of leadership in both public and private enterprises, including startups. Holding a degree in Accounting and Management Information Systems, our CISO provides deep expertise in aligning security initiatives with business objectives and regulatory requirements. To date, we have not experienced any cybersecurity incidents that have materially affected, or are reasonably likely to materially affect, our business strategy, financial condition, or results of operations. However, we remain vigilant in our efforts to mitigate cybersecurity risks and respond swiftly to potential threats.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	Governance of cybersecurity risks is integrated into our overall corporate oversight framework. Our Board of Directors considers cybersecurity a fundamental risk area and has delegated responsibility for oversight to the Audit Committee. The day-to-day management of cybersecurity risks is led by our Chief Information Security Officer (CISO), who is responsible for identifying, assessing, and mitigating security threats. As part of our broader enterprise risk assessment process, our CISO, Chief Technology Officer (CTO), Legal team, and Senior Engineering leadership conduct thorough evaluations of our cybersecurity program, risks, and corresponding mitigations. These assessments are reviewed with the Audit Committee at least annually.
Cybersecurity Risk Role of Management [Text Block]	Governance of cybersecurity risks is integrated into our overall corporate oversight framework. Our Board of Directors considers cybersecurity a fundamental risk area and has delegated responsibility for oversight to the Audit Committee. The day-to-day management of cybersecurity risks is led by our Chief Information Security Officer (CISO), who is responsible for identifying, assessing, and mitigating security threats. As part of our broader enterprise risk assessment process, our CISO, Chief Technology Officer (CTO), Legal team, and Senior Engineering leadership conduct thorough evaluations of our cybersecurity program, risks, and corresponding mitigations. These assessments are reviewed with the Audit Committee at least annually. Our CISO brings extensive experience in security governance, risk, and compliance, with over 13 years of leadership in both public and private enterprises, including startups. Holding a degree in Accounting and Management Information Systems, our CISO provides deep expertise in aligning security initiatives with business objectives and regulatory requirements.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	Governance of cybersecurity risks is integrated into our overall corporate oversight framework. Our Board of Directors considers cybersecurity a fundamental risk area and has delegated responsibility for oversight to the Audit Committee. The day-to-day management of cybersecurity risks is led by our Chief Information Security Officer (CISO), who is responsible for identifying, assessing, and mitigating security threats. As part of our broader enterprise risk assessment process, our CISO, Chief Technology Officer (CTO), Legal team, and Senior Engineering leadership conduct thorough evaluations of our cybersecurity program, risks, and corresponding mitigations. These assessments are reviewed with the Audit Committee at least annually.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	Our CISO brings extensive experience in security governance, risk, and compliance, with over 13 years of leadership in both public and private enterprises, including startups. Holding a degree in Accounting and Management Information Systems, our CISO provides deep expertise in aligning security initiatives with business objectives and regulatory requirements.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	Governance of cybersecurity risks is integrated into our overall corporate oversight framework. Our Board of Directors considers cybersecurity a fundamental risk area and has delegated responsibility for oversight to the Audit Committee. The day-to-day management of cybersecurity risks is led by our Chief Information Security Officer (CISO), who is responsible for identifying, assessing, and mitigating security threats. As part of our broader enterprise risk assessment process, our CISO, Chief Technology Officer (CTO), Legal team, and Senior Engineering leadership conduct thorough evaluations of our cybersecurity program, risks, and corresponding mitigations. These assessments are reviewed with the Audit Committee at least annually.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"), expressed in U.S. dollars. The accompanying consolidated financial statements reflect all adjustments including normal recurring adjustments, as well as elimination of intercompany accounts, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with U.S. GAAP. References to U.S. GAAP issued by the Financial Accounting Standards Board’s (“FASB”) in these accompanying notes to the consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”).

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Estimates are adjusted to reflect actual experience when necessary. Such estimates include, but are not limited to, revenue recognition, allowance for credit losses, loss on loan purchase commitment, discount on self-originated loans, intangible assets and goodwill, inventory valuation, estimates related to useful lives of capitalization software, estimation of contingencies, recoverability of deferred tax assets, the incremental borrowing rate applied to lease accounting, valuation of earn out liabilities and warrant liabilities, and estimation of income taxes. These estimates, judgments, and assumptions are reviewed periodically and the impact of any revisions are reflected in the consolidated financial statements in the period in which such revisions are made. Actual results could differ materially from those estimates, judgments, or assumptions, and such differences could be material to the Company’s consolidated financial position and results of operations.

Earnings (Loss) Per Share

The Company computes basic loss per share (“EPS”) by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the reporting period. All securities that meet the definition of a participating security, irrespective of whether the securities are convertible, nonconvertible, or potential common stock securities, shall be included in the computation of basic EPS using the two-class method. However, when the different classes of units have identical rights and privileges except voting rights, whereby they share equally in dividends and residual net assets on a per unit basis, the classes can be combined and presented as one class for EPS purposes. As such, the Company has combined the Class A and Class C Common stock for purposes of the EPS calculation.

Diluted loss per share is calculated by dividing net loss by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when they are anti-dilutive, common stock equivalents, if any, are not considered in the computation. As of December 31, 2024 and 2023, the Company’s restricted stock units (“RSUs”) and Warrants were not considered in the computation as they are anti-dilutive. As of December 31, 2024 and 2023, there were no anti-dilutive shares or common stock equivalents outstanding.

Revenue Recognition

[1] Marketplace Revenues

E-commerce Revenues

The Platform features a single cart shopping experience where consumers can purchase a variety of products from multiple vendors in one transaction. The Company is not the seller of record in these transactions. The commissions revenue earned from these arrangements are recognized on a net basis, which equates to the commission and processing fees earned in exchange for the seller marketplace services. The commission and processing fees are recognized net of estimated refunds when the corresponding transaction is confirmed by the buyer and seller. The Company does not take title to inventory sold or assume risk of loss at any point in time during the transaction and is authorized to collect consideration from the buyer and remit net consideration to the seller to facilitate the processing of the confirmed purchase transaction. The Company currently records processing fees from its merchant service providers as a component of Cost of sales – services on the consolidated statement of operations.

Advertising Services

The Company enters into advertising subscription arrangements with its customers. Revenue is recognized over-time as the ads are displayed over the subscription period. The Company is providing a service and the service is being consumed by the customer simultaneously over the period of service. In general, the Company reports advertising revenue on a gross basis, since the Company controls the advertising inventory before it is transferred to our customers. Our control is evidenced by our sole ability to monetize the advertising inventory before it is transferred to customers.

The Company also sells push notifications and email blasts and recognizes revenue at a point in time when delivered. Push notifications and email blasts are considered delivered when an ad is displayed to users. When a customer enters into an advertising subscription arrangement that includes push notifications and/or email blasts, the Company allocates a portion of the total consideration to the push notification and email blast performance obligations based on the residual approach.

In June 2024, the Company launched its cost per mille (“CPM”) advertising model. The advertising revenue related to CPM is recognized based on the number of impressions received from advertising on websites or mobile device applications, or as the advertiser’s previously agreed-upon performance criteria are satisfied.

[2] Brand Sales

Product Sales

The Company generates revenue through the sale of diapers, wipes and other baby products to consumers by way of the Company’s Platform. The Company considers customer orders to be the contracts with the customer. There is a single performance obligation, which is the Company’s promise to transfer its product to customers based on specific payment and shipping terms in the arrangement. The entire transaction price is allocated to this single performance obligation. Product revenue is recognized when a customer obtains control of the product, which occurs at shipment. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products.

The Company evaluated principal versus agent considerations to determine whether it is appropriate to record third-party logistics provider fees paid as an expense. These fees are recorded as shipping and handling expenses within cost of goods sold and are not recorded as a reduction of revenue because the Company owns and controls all the goods before they are transferred to the customer. The Company can, at any time, direct the third-party logistics provider to return the Company’s inventories to any location specified by the Company. It is the Company’s responsibility to process any returns made by customers directly to logistic providers and the Company retains the back-end inventory risk. Further, the Company is subject to credit risk (i.e., credit card chargebacks), establishes prices of its products, fulfills the goods to the customer and can limit quantities or stop selling the goods at any time.

Product Returns

Consistent with industry practice, the Company generally offers customers a limited right of return for products purchased. The Company reviews its receivables quarterly and records a reserve, if necessary. As of December 31, 2024 and 2023, the Company had approximately $14,000 and $15,000, respectively, recorded as an allowance for sales returns.

[3] Financial Technology Revenues

Financing Revenues

The Company principally generates financing revenue from four activities: revenue from sale of loan and lease contracts, revenue from interest earned on loans, revenue from retailer discounts, and origination fees paid by lending institutions (direct revenue) earned in connection with providing financing on consumer goods. Revenue from leases is recognized over time when the Company satisfies a performance obligation based on the agreed upon financing terms. Revenue from the Company’s sales of loans and leases is recognized at a point in time when the Company satisfies a performance obligation by transferring control of the loans and leases to a third party. Interest on loans is calculated by the simple-interest method on daily balances of the principal amount outstanding. Revenue from retailer discounts is recognized at a point in time when the Company satisfies performance obligations by purchasing the contract from the merchant in connection with a merchant-originated consumer financing product. Origination fees from lenders are recognized at the time of loan origination.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of 90 days or less at the time of purchase to be cash equivalents. The carrying values of cash and cash equivalents approximate their fair values due to the short-term nature of these instruments. The Company maintains cash accounts with financial institutions. At times, balances in these accounts may exceed federally insured limits. No losses have been incurred to date on any deposits.

Restricted Cash

The Company has two Deposit Account Control Agreements (“DACA”) with lenders. With these agreements, the Company assigned the rights to a collateral account to the lenders. The DACA accounts are utilized to collect the consumer payments on loans and leases. Funds are then distributed in accordance with the loan security agreement. Funds cover payments for servicing, interest on revolving loans, and paying down revolving loans.

Loans Held for Investment, net

Loans are unsecured and are stated at the amount of unpaid principal. Interest on loans is calculated by the simple-interest method on daily balances of the principal amount outstanding. Accrued interest on loans is discontinued when management believes that, after considering collection efforts and economic and business conditions, the collection of interest is doubtful. The Company’s policy is to stop accruing interest when the loan becomes 120 days’ delinquent.

All interest accrued but not collected for loans that are placed on non-accrual status or subsequently charged-off is reversed against interest income which is included in revenues, net on the consolidated statements of operations. Income is subsequently recognized on the cash basis until, in management’s judgment, the borrower’s ability to make periodic and future principal and interest payments are reasonably assured, in which case the loan is returned to accrual status. The Company classifies its loans as either current or past due. Amounts are considered past due if a scheduled payment is not paid on its due date. The Company does not modify the terms of its existing loans with customers.

Allowance for Credit Losses - Loans Held for Investment

The Company estimates expected credit losses over the contractual term of loans, incorporating adjustments for anticipated prepayments and defaults when applicable. The contractual term excludes expected extensions, renewals, and modifications unless one of the following conditions is met: (i) management has a more likely than not expectation at the reporting date that an extension or renewal option is included in the original or modified contract, and (ii) such options are not unconditionally cancellable by the Company.

The foundation for the discount rate used in our credit loss estimation is the Secured Overnight Financing Rate ("SOFR"), a widely accepted benchmark for the cost of overnight borrowing collateralized by United States Treasury securities. SOFR is commonly used by traditional credit and warehouse facilities to account for interest rate variability. In addition to SOFR, our discount rate incorporates an interest rate floor, which reflects the minimum rate a market investor would require for a pool of unsecured consumer receivables. This rate is further adjusted based on prevailing market and macroeconomic conditions. The combination of SOFR and the interest rate floor determines the overall discount rate applied to calculate the net present value of expected credit losses. Management reviews the discount rate at each reporting period and updates when applicable.

The discount rate fluctuates in response to macroeconomic market cycles, as determined by management’s assessment of future economic conditions. The macroeconomic cycle is influenced by changes in money supply growth and contraction, which are inversely correlated with the discount rate. This inverse relationship allows for an adjusted present value assessment that accounts for the broader economic environment. Our cash flow model represents historical financial performance, while the discounted cash flow methodology projects future credit losses by adjusting the present value of historical data.

When management determines that loans are uncollectible, identified amounts are charged against the allowance for credit losses. Loans are written off in accordance with our charge-off policy, which stipulates charge-offs at 120 days past due or when other specific criteria are met. Any subsequent recoveries of previously charged-off amounts are credited back to the allowance for credit losses.

Business Combinations

The Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine whether the acquired net assets meets the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs.

The Company accounts for business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred.

Any contingent consideration (“Earn-out liabilities”) is measured at fair value at the acquisition date. For contingent consideration that does not meet all the criteria for equity classification, such contingent consideration is required to be recorded at its initial fair value at the acquisition date, and on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified contingent consideration are recognized on the consolidated statements of operations in the period of change.

When the initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction occurs, the Company reports provisional amounts. Provisional amounts are adjusted during the measurement period, which does not exceed one year from the acquisition date. These adjustments, or recognition of additional assets or liabilities, reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.

Inventory

Inventories are finished goods and are stated at lower of cost or net realizable value. Cost is measured by using an average cost method which approximates FIFO (first in, first out). The net realizable value of the Company’s inventory is estimated based on current and forecasted demand, and market conditions. The allowance for excess and obsolete inventory requires management to make assumptions and to apply judgment regarding a number of factors, including estimates applying past and projected sales performance to current inventory levels.

Property and Equipment

Property and equipment is recorded at cost and depreciated using the straight-line basis over the estimated useful lives of the respective asset. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations. The Company’s property and equipment and related estimated useful lives consist of the following:


Assets						Estimated useful life
Furniture and fixtures						5-7 years
Leasehold improvements						Lesser of lease or useful life

Goodwill and Acquired Intangible Assets

Goodwill in the Company’s consolidated financial statements resulted from the Credova Merger, while the acquired intangible assets recorded in the Company’s consolidated financial statements resulted from both the EveryLife asset acquisition and the Credova Merger.

Goodwill represents the excess of the purchase price in a business combination over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed. Goodwill is not amortized as it is estimated to have an indefinite life. As such, goodwill is subject to an annual impairment test.

The Company allocates goodwill to reporting units based on the expected benefit from the business combination. Reporting units are evaluated when changes in the Company’s operating structure occur, and if necessary, goodwill is reassigned using a relative fair value allocation approach.

ASC 350, Intangibles—Goodwill and Other ("ASC 350") requires goodwill to be tested for impairment at least annually or more frequently if events or changes in circumstances indicate that goodwill may be impaired. The Company performed its annual impairment test of goodwill as of December 31, 2024. The accounting guidance gives the option to perform a qualitative assessment to determine whether further impairment testing is necessary. The qualitative assessment considers events and circumstances that might indicate that a reporting unit’s fair value is less than its carrying amount. If it is determined, as a result of the qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative test is performed. For the Company's annual impairment test of goodwill for the year ended December 31, 2024, the Company performed a qualitative assessment as of December 31, 2024 and concluded that it was more likely than not that the fair value of each of its reporting units exceeded the respective related carrying amounts and, as such, did not perform any quantitative tests.

Separately acquired intangible assets are measured on initial recognition at cost including directly attributable costs. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Acquired identifiable finite-lived intangible assets are amortized on a straight-line basis over the estimated useful life of the respective asset. Each period the Company evaluates the estimated remaining useful lives of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Acquired indefinite-lived intangible assets are not amortized but are tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the intangible asset may be impaired.

Capitalized Software

The Company capitalizes costs related to the development of its internal software and certain projects for internal use in accordance with ASC 350-40, Internal-Use Software ("ASC 350-40"). The Company capitalizes costs to develop its mobile application and website when preliminary development efforts are successfully completed, management has authorized and committed project funding, it is probable that the project will be completed, and the software will be used as intended. Costs incurred during the preliminary planning and evaluation stage of the project and during the post implementation operational stage, including maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional functionality are capitalized and expensed over the estimated useful life of the upgrades on a per project basis. Amortization is computed on an individual product basis over the estimated economic life of the product using the straight-line method.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, including intangible, capitalized software and lease assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured first by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are impaired, an impairment loss would be recognized based on the excess of the carrying amount of the asset above the fair value of the asset.

Convertible Notes

The Company may enter into convertible notes, which are convertible at the note holder's discretion, or, under certain circumstances, the Company’s discretion, into shares of Company common stock. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the convertible notes date with a charge to expense in accordance with ASC 480, Distinguishing Liabilities from Equity ("ASC 480"), and records interest expense as incurred.

Warrant Liabilities

The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 815-40, Derivatives and Hedging (“ASC 815-40”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for the Public Warrants (as defined in Note 13) and the Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each reporting period until exercised, and any change in fair value is recognized in the consolidated statements of operations. The Warrants for periods where no observable traded price was available are valued using a Black-Scholes option pricing model. For the Public Warrants, quoted market price will be used as the fair value as of each relevant date.

Leases

The Company determines if an arrangement is a lease at inception. For leases where the Company is the lessee, right-of-use (“ROU”) assets represent the Company’s right to use the underlying asset for the term of the lease and the lease liabilities represent an obligation to make lease payments arising from the lease. The Company’s lease agreement contains rent escalation provisions, which are considered in determining the ROU assets and lease liabilities. The Company begins recognizing rent expense when the lessor makes the underlying asset available for use by the Company. Lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. Lease renewal periods are considered on a lease-by-lease basis in determining the lease term. The interest rate the Company uses to determine the present value of future lease payments is the Company’s incremental borrowing rate because the rate implicit in the Company’s leases is not readily determinable. The incremental borrowing rate is a hypothetical rate for collateralized borrowings in economic environments where the leased asset is located based on credit rating factors. The ROU asset is determined based on the lease liability initially established and adjusted for any prepaid lease payments and any lease incentives received. The lease term to calculate the ROU asset and related lease liability includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. Certain leases contain variable costs, such as common area maintenance, real estate taxes or other costs. Variable lease costs are expensed as incurred on the consolidated statements of operations.

Operating leases are included in the ROU assets and lease liabilities on the consolidated balance sheets. The Company has no finance leases.

Share-Based Compensation

The Company recognizes an expense for share-based compensation awards based on the fair value of the award on the date of grant. For certain awards, the Company has determined that the service inception date precedes the grant date as (a) the awards were authorized prior to establishing an accounting grant date, (b) the recipients began providing services prior to the grant date, and (c) there are performance conditions that, if not met by the accounting grant date, will result in the forfeiture of the awards. As the service inception date precedes the accounting grant date, the Company recognizes share-based compensation expense over the requisite service period based on the estimated fair value at each reporting date until the grant date. Forfeitures are accounted for when they occur. Modifications are approved by the Board and any incremental compensation cost is recognized in the period of occurrence.

Income Taxes

The Company accounts for income taxes using the liability method of accounting for income taxes.

Deferred tax assets are determined based on the difference between the financial statement basis and tax basis as well as net operating loss or other tax credit carryforwards, if any, and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that the related tax benefits will not be realized. If the Company’s assessment of the realizability of a deferred tax asset changes, an increase to a valuation allowance will result in a reduction of net earnings at that time, while the reduction of a valuation allowance will result in an increase of net earnings at that time.

The Company follows ASC Topic 740-10-65-1 in accounting for uncertainty in income taxes by prescribing rules for recognition, measurement, and classification in the financial statements of tax positions taken or expected to be in a tax return. This prescribes a two-step process for the financial statement measurement and recognition of a tax position. The first step involves the determination of whether it is more likely than not (greater than 50 percent likelihood) that a tax position will be sustained upon examination, based on the technical merits of the position. The second step requires that any tax position that meets the more likely than not recognition threshold be measured and recognized in the consolidated financial statements at the largest amount of benefit that is a greater than 50 percent likelihood of being realized upon ultimate settlement. This topic also provides guidance on the accounting for related interest and penalties, financial statement classification and disclosure. The Company’s policy is that any interest or penalties related to uncertain tax positions are recognized in income tax expense when incurred. The Company has no uncertain tax positions or related interest or penalties requiring accrual at December 31, 2024 and 2023.

Research and Development

The Company expenses research and development costs as incurred, except for certain internal-use software development costs, which may be capitalized as noted above. Research and development expenses consist primarily of software development costs, including employee compensation and external contractors, associated with the ongoing development of the Company’s technology.

Fair Value of Financial Instruments

Fair value is the price that would be received to sell an asset, or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The Company classifies fair value balances based on the observability of those inputs. The three levels of the fair value hierarchy are as follows:

Level 1 — Inputs based on unadjusted quoted market prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active or for which all significant inputs are observable or can be corroborated by observable market data.

Level 3 — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are both unobservable for the asset and liability in the market and significant to the overall fair value measurement.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The Company establishes the fair value of its assets and liabilities using the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes a fair value hierarchy based on the inputs used to measure fair value. The recorded amounts of certain financial instruments, including money markets classified as cash equivalents, accounts receivable, accounts payable, accrued expenses, debt at fixed interest rates, and other liabilities approximate fair value due to their relatively short maturities.

The Company’s policy is to record transfers between levels, if any, as of the beginning of the fiscal year. For the years ended December 31, 2024 and 2023 no transfers between levels have been recognized.

Advertising

The Company expenses advertising costs as incurred. Advertising expenses were approximately $5.1 million and $3.1 million for the years ended December 31, 2024 and 2023, respectively, which are included in sales and marketing expenses in the accompanying consolidated statements of operations.

Segment Reporting

Operating segments are defined as components of an entity for which separate discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company has determined that the Company has three reportable segments comprised of Marketplace, Brands and Financial Technology.

Concentration of Risks

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents, and accounts receivable. We maintain cash and cash equivalent balances in excess of the insured limits set by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts.

For the year ended and as of December 31, 2024, one customer accounted for 12% of the Company’s revenue. For the year ended December 31, 2023, no customer accounted for 10% or more of the Company's revenue.

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805) ("ASU 2021-08"). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in ASC 606, Revenue from Contracts with Customers ("ASC 606"). At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. For the Company, ASU 2021-08 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Adoption of ASU 2021-08 should be applied prospectively. ASU 2021-08 became effective for the Company beginning January 1, 2024. The adoption of ASU 2021-08 did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("ASU 2022-03"), which clarifies that contractual sale restrictions are not considered in measuring fair value of equity securities and requires additional disclosures for equity securities subject to contractual sale restrictions. ASU 2022-03 is effective for public companies for fiscal years beginning after December 15, 2023, and became effective for the Company beginning January 1, 2024. The adoption of ASU 2022-03 did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In November 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which will add required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help investors understand how the CODM evaluates segment expenses and operating results. ASU 2023-07 will also allow disclosure of multiple measures of segment profitability, if those measures are used to allocate resources and assess performance. ASU 2023-07 is effective for public companies for fiscal years beginning after December 15, 2023. ASU 2023-07 became effective for the Company beginning January 1, 2024. The adoption of ASU 2023-07 did not have a material impact on the consolidated financial statements. Refer to Note 18, Segments.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The standard will be effective for public companies for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements.

In March 2024, the FASB issued ASU No. 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards (“ASU 2024-01”), which intends to improve clarity and comparability without changing the existing guidance. ASU 2024-01 provides an illustrative example intended to demonstrate how entities that account for profits interest and similar awards would determine whether a profits interest award should be accounted for in accordance with ASC 718, Compensation—Stock Compensation ("ASC 718"). Entities can apply the guidance either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date of adoption. ASU 2024-01 is effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the potential impact of adopting ASU 2024-01 on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01"). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its consolidated financial statements.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Schedule of Useful Life of the Assets are Capitalized

The Company’s property and equipment and related estimated useful lives consist of the following:


Assets						Estimated useful life
Furniture and fixtures						5-7 years
Leasehold improvements						Lesser of lease or useful life

The following table summarizes property and equipment:


	December 31,
	2024		2023
Furniture and fixtures	$	185,744	$	142,994
Leasehold improvements	177,940		—
Total cost	363,684		142,994
Less: Accumulated depreciation	(88,145)		(15,855)
Property and equipment, net	$	275,539	$	127,139

Recapitalization (Tables)

12 Months Ended

Dec. 31, 2024

Recapitalization [Abstract]

Schedule of Business Combination to the Condensed Consolidated Statements of Cash Flows

The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statement of changes in stockholders’ equity for the year ended December 31, 2023:


Cash-trust and cash, net of redemptions	$	34,938,880
Less: transaction costs and advisory fees, paid	(16,834,686)
Net proceeds from the Business Combination	18,104,194
Less: public and private placement warrant liabilities	(8,816,500)
Less: earn-out liabilities	(2,400,000)
Add: amounts paid in advance	2,570,919
Add: Transaction costs in accounts payable and accrued expenses	2,967,393
Reverse recapitalization, net	$	12,426,006

Schedule of Common Stock Issued

The number of shares of Common Stock issued immediately following the consummation of the Business Combination were:


Colombier Class A common stock, outstanding prior to the Business Combination			17,250,000
Less: Redemption of Colombier Class A common stock			(13,827,349)
Class A common stock of Colombier			3,422,651
Colombier Class B common stock, outstanding prior to the Business Combination			4,312,500
Business Combination shares			7,735,151
PublicSquare Shares			21,522,825
Common Stock immediately after the Business Combination			29,257,976

Schedule of Number of PSQ Shares

The number of PublicSquare shares was determined as follows:


	PublicSquare Shares	PublicSquare Shares after conversion ratio
Class A Common Stock	940,044	18,309,147
Class C Common Stock	165,000	3,213,678
Total	1,105,044	21,522,825

Schedule of Transaction Costs

For the year ended December 31, 2023, transaction costs incurred within the consolidated statements of operations were as follows:


	Year ended December 31, 2023

Accounting fees	$	756,257
Legal fees	5,049,149
Travel and other expenses	331,971
One-time share-based payment to influencers and advisors	708,400
Total	$	6,845,777

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Purchase Price Allocation as of the Acquisition Date

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 payable	8,449,500
Cash paid	1,587,184
Total purchase consideration	$	24,174,290

Purchase price allocation:
Cash	$	1,728,400
Loans held for investment	7,027,678
Fixed assets	243,879
Intangible assets	11,720,000
Prepaid expenses	1,269,933
Goodwill	10,930,978
Operating lease right of use asset	341,121
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

Schedule of Intangible Assets Acquired Estimated Useful Lives Date of Acquisition

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 value		Estimated useful life
Trademarks and tradenames	$	1,700,000	5
Internally developed software	3,600,000		3
Merchant relationships	5,900,000		5
State operating licenses	520,000		Indefinite
Total intangible assets	$	11,720,000

Schedule of Pro Forma Financial Information

The following unaudited supplemental pro forma combined financial information presents the Company’s combined results of operations for the years ended December 31, 2024 and 2023 as if the Credova Merger had occurred on January 1, 2023. 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, 2023. 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.


	Year ended December 31, 2024		Year ended December 31, 2023
Revenue	$	26,112,999	$	21,160,166
Net loss	$	(56,296,035)	$	(58,170,571)

Schedule of Acquisition Date Fair Value of Asset Acquired

The following table presents the acquisition date fair value of the asset acquired:


Assets acquired:
Balance – January 1, 2023	$	—
Issuance of common stock at fair value	1,334,850
Legal costs capitalized	42,611
Balance – December 31, 2023	$	1,377,461

Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets, Net

The following table summarizes intangible assets, net:


	Estimated useful life	December 31,
		2024		2023
Capitalized software development costs	1-5 years	$	8,620,519	$	5,011,519
Trademark and tradenames	5 years	1,700,000		—
Internally developed software	3 years	3,600,000		—
Merchant relationships	5 years	5,900,000		—
State operating licenses	Indefinite	520,000		—
Purchased technology	1-15 years	247,488		247,489
Brand name	10 years	1,377,461		1,377,461
Total intangible assets		21,965,468		6,636,469
Less: Accumulated amortization		(6,175,031)		(3,079,440)
Total intangible assets, net		$	15,790,437	$	3,557,029

Schedule of Estimated Future Amortization Expense

As of December 31, 2024, estimated future amortization expense is expected as follows:


2025	$	4,268,679
2026	4,268,679
2027	3,189,924
2028	2,516,424
2029	470,408
Thereafter	556,323
	$	15,270,437

Loans Held for Investment, Net (Tables)

12 Months Ended

Dec. 31, 2024

Receivables [Abstract]

Schedule of Company’s Loans Held for Investment

The following reflects the credit quality of the Company’s loans held for investment, as delinquency status has been identified as the primary credit quality indicator, based on the recorded amount of the receivable in delinquent status as of December 31, 2024:


			Past Due
	Current		30-59 Days		60-89 days		> 90 days		Total
Loans held for investment	$	5,386,074	$	83,105	$	41,861	$	27,120	$	5,538,160
Allowance for credit losses									(816,045)
Loans held for investment, net									$	4,722,115

Schedule of Allowance for Credit Losses on Loans Held for Investment

The changes in allowance for credit losses on loans held for investment as of December 31, 2024 is as follows:


Balance at January 1, 2024	$	—
Reserve established from loans acquired in Credova Merger	1,130,515
Charge-offs	(1,367,121)
Provision for credit losses	1,052,651
Balance at December 31, 2024	$	816,045

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

The Company’s property and equipment and related estimated useful lives consist of the following:


Assets						Estimated useful life
Furniture and fixtures						5-7 years
Leasehold improvements						Lesser of lease or useful life

The following table summarizes property and equipment:


	December 31,
	2024		2023
Furniture and fixtures	$	185,744	$	142,994
Leasehold improvements	177,940		—
Total cost	363,684		142,994
Less: Accumulated depreciation	(88,145)		(15,855)
Property and equipment, net	$	275,539	$	127,139

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2024

Accounts Payable and Accrued Liabilities [Abstract]

Schedule of Accrued Expenses

The following table summarizes accrued expenses:


	December 31,
	2024		2023
Accrued payroll	$	400,877	$	516,754
Accrued acquisition costs	—		440,164
Accrued professional services	12,463		172,700
Accrued taxes and licenses	66,013		124,250
Accrued legal	114,093		113,483
Accrued Board fees	—		89,750
Accrued marketing	98,492		82,115
Accrued inventory	155,798		—
Accrued other	319,593		102,337
Total accrued expenses	$	1,167,329	$	1,641,553

Leases (Tables)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Schedule of Operating Lease and Other Supplemental Information

The following amounts were recorded in the Company’s consolidated balance sheets relating to its operating leases and other supplemental information:


	December 31,
	2024			2023
ROU assets	$	274,603		$	324,238
Lease liabilities:
Current lease liabilities	$	122,587		$	310,911
Non-current lease liabilities	163,716			16,457
Total lease liabilities	$	286,303		$	327,368
Other supplemental information:
Weighted average remaining lease term	2.2 years			1 year
Weighted average discount rate	10.20		%	10.50		%

Schedule of Lease Payments Relating to the Company’s Operating Leases

The following table presents the lease payments relating to the Company’s operating leases:


Fiscal Year	December 31, 2024
2025	$	144,273
2026	131,196
2027	44,112
Total lease payments	319,581
Less: imputed interest	(33,278)
Present value of operating lease liabilities	$	286,303

Convertible Promissory Notes (Tables)

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Schedule of Change in the Fair Value of the Notes Measured with Level 3 Inputs

The change in the fair value of the Notes measured with Level 3 inputs for the year ended December 31, 2023 is summarized as follows:


	Convertible Notes
Fair value as of January 1, 2023	$	—
Principal balance of convertible notes issued	22,500,000
Change in valuation inputs or other assumptions	14,571,109
Conversion of convertible notes	(37,071,109)
Fair value as of December 31, 2023	$	—

Share Based Compensation (Tables)

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Schedule of Activity with Respect Status of, RSUs

A summary of the activity with respect to, and status of, RSUs during the year ended December 31, 2024 and 2023 is presented below:


	Number of RSUs	Weighted Average Grant Date Value
Unvested as of January 1, 2023	—	$	—
Granted	2,462,989	$	8.88
Forfeited	(108,000)	$	10.12
Vested	(699,447)	$	6.98
Unvested as of December 31, 2023	1,655,542	$	9.61
Granted	3,944,057	$	4.83
Forfeited and cancelled	(557,975)	$	7.53
Vested	(2,512,989)	$	6.60
Unvested as of December 31, 2024	2,528,635	$	6.16

Schedule of Common Stock and Current Interest Rates

The fair value of the earn-out shares was estimated using a Monte Carlo simulation utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Common Stock and current interest rates. Below are the key assumptions used in valuing the earn-out shares:


	As of 7/19/2023
PSQH Stock Price	$	9.08
Volatility	40.0		%
Risk free rate of return	4.6		%
Expected term (in years)	4.8 years

Schedule of Share-Based Compensation Expense

During the years ended December 31, 2024 and 2023, the Company recorded the following share-based compensation expense, related to RSUs, earn-out shares, Credova Merger and Business Combination:


	For the year ended December 31,
	2024		2023
Cost of sales	$	172,310	$	20,106
General and administrative	11,250,957		2,762,361
Sales and marketing	6,620,093		2,636,289
Research and development	1,792,384		579,263
Transaction costs incurred in connection with Credova Merger	887,409		—
Transaction costs incurred in connection with the Business Combination	—		708,400
Total share-based compensation expense	$	20,723,153	$	6,706,419

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Subject to Fair Value Measurements

Assets and liabilities subject to fair value measurements are as follows:


	As of December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents – Money market	$	22,602,438	$	—	$	—	$	22,602,438

Liabilities
Warrant liabilities – Public Warrants	$	4,600,000	$	—	$	—	$	4,600,000
Warrant liabilities – Private placement warrants (1)	—		—		5,586,000		5,586,000
Earnout liabilities (2)	—		—		620,000		620,000
Total liabilities	$	4,600,000	$	—	$	6,206,000	$	10,806,000


	As of December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents – Money market	$	10,301,371	$	—	$	—	$	10,301,371

Liabilities
Warrant liabilities – Public Warrants	$	4,715,000	$	—	$	—	$	4,715,000
Warrant liabilities – Private placement warrants (1)	—		—		5,415,000		5,415,000
Earnout liabilities (2)	—		—		660,000		660,000
Total liabilities	$	4,715,000	$	—	$	6,075,000	$	10,790,000

(1)Private Placement Warrants were estimated using a Black-Scholes option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Common Stock and current interest rates.

(2)The fair value of the earn-out liabilities was estimated using Monte Carlo simulation utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Common Stock and current interest rates.

Schedule of Changes in Fair Value of the Public and Private Placements Warrants

The following table presents the changes in fair value of the private placements warrants:


	Private Placement Warrant Liabilities
Liability at beginning of the period	$	—
Assumed in the Business Combination	4,408,250
Change in fair value	1,006,750
Balance as of December 31, 2023	$	5,415,000
Change in fair value	171,000
Balance as of December 31, 2024	$	5,586,000

The following table presents the changes in fair value of the earn-out liabilities:


	Earn-out Liabilities
Liability at beginning of the period	$	—
Assumed in the Business Combination	2,400,000
Change in fair value	(1,740,000)
Balance as of December 31, 2023	$	660,000
Change in fair value	(40,000)
Balance as of December 31, 2024	$	620,000

Segments (Tables)

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Schedule of Revenues, Net and Operating Loss

The following tables set forth the Company’s revenues, net and operating loss for the years ended December 31, 2024 and 2023:


	For the years ended December 31,
	2024		2023
Revenues, net:
Marketplace
Advertising and e-commerce sales	$	2,951,292	$	2,987,406
Brands
Product sales	10,979,823		3,185,931
Other sales	51,039		—
Returns and discounts	(843,765)		(487,350)
Total Brand revenues, net	10,187,097		2,698,581
Financial Technology
Direct revenue	3,269,740		—
Interest income on loans	2,569,061		—
Loan and lease contracts sold, net	4,002,463		—
Payments revenue	219,781		—
Total Financial Technology revenues, net	10,061,045		—
Total revenues, net	$	23,199,434	$	5,685,987


	For the year ended December 31, 2024
	Marketplace		Brands		Financial Technology		Total

Revenues, net	$	2,951,292	$	10,187,097	$	10,061,045	$	23,199,434
Cost of revenues attributable to segments	(1,974,852)		(6,243)		(438,144)		(2,419,239)
Cost of goods sold attributable to segments	—		(6,705,961)		—		(6,705,961)
Segment non-GAAP Gross Profit	976,440		3,474,893		9,622,901		14,074,234
Operating expenses attributable to segments	(11,998,210)		(5,552,022)		(10,738,319)		(28,288,551)
Segment non-GAAP operating loss	(11,021,770)		(2,077,129)		(1,115,418)		(14,214,317)
Reconciliation of total segment non-GAAP operating loss to operating loss:
Corporate costs not allocated to segments							(16,106,785)
Transaction costs incurred in connection with acquisitions							(2,295,502)
Share-based compensation (exclusive of what is included in transaction costs above)							(19,835,744)
Depreciation and amortization							(3,258,810)
Operating loss							(55,711,158)
Other expense, net							(1,974,950)
Loss before income taxes							$	(57,686,108)


	For the year ended December 31, 2023
	Marketplace		Brands		Financial Technology		Total

Revenues, net	$	2,987,406	$	2,698,581	$	—	$	5,685,987
Cost of revenues attributable to segments	(1,829,066)		—		—		(1,829,066)
Cost of goods sold attributable to segments	—		(1,969,147)		—		(1,969,147)
Segment non-GAAP Gross Profit	1,158,340		729,434		—		1,887,774
Operating expenses attributable to segments	(12,613,627)		(2,633,588)		—		(15,247,215)
Segment non-GAAP operating loss	(11,455,287)		(1,904,154)		—		(13,359,441)
Reconciliation of total segment non-GAAP operating loss to operating loss:
Corporate costs not allocated to segments							(10,149,261)
Transaction costs incurred in connection with the Business Combination							(6,845,777)
Transaction costs incurred in connection with potential acquisitions							(550,792)
Share-based compensation (exclusive of what is included in transaction costs above)							(5,998,019)
Depreciation and amortization							(2,442,706)
Operating loss							(39,345,996)
Other expense, net							(13,981,246)
Loss before income taxes							$	(53,327,242)

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Net Deferred Tax Assets

The following represents the components of the Company’s deferred tax assets and liabilities at December 31, 2024 and 2023:


	December 31,
	2024		2023
Sec 174 Cost – Domestic and Foreign	$	2,187,000	$	1,320,000
Net operating loss – Federal and State	15,878,000		5,686,000
Loan lease loss reserve	195,000		—
Share-based compensation	4,483,000		1,345,000
Depreciation and amortization	660,000		656,000
Identifiable Intangibles from Credova Acquisition	(2,434,000)		—
Credit – State	65,000		65,000
Capitalized acquisition cost	132,000		—
Other, net	48,000		(10,000)
Total deferred tax asset	21,214,000		9,062,000
Less: valuation allowance	(21,214,000)		(9,062,000)
Net deferred tax asset	$	—	$	—

Schedule of Income Tax Expense Benefit at the Statutory Federal Income Tax Rate

A reconciliation of income tax (expense) benefit at the statutory federal income tax rate and income taxes as reflected in the consolidated financial statements are as follows:


	For the years ended December 31,
	2024		2023
Federal tax expense	21.0	%	21.0	%
State tax expense, net of federal benefit	2.1	%	0.9	%
Permanent differences	0.3	%	(8.3)	%
Impact from rate change	0.3	%	(1.2	%)
Change in valuation allowance	(21.1)	%	(11.7)	%
Other difference	(2.6)	%	(0.7	%)
	0.0	%	0.0	%

Organization and Business Operations (Details)	1 Months Ended	12 Months Ended
Organization and Business Operations (Details)	Feb. 28, 2023 shares	Dec. 31, 2024 segment
Organization and Business Operations (Details) [Line Items]
Number of operating segments \| segment		3
EveryLife, Inc.
Organization and Business Operations (Details) [Line Items]
Issuance of common stock for cash (in shares) \| shares	1,071,229

Liquidity (Details)				1 Months Ended		12 Months Ended
Liquidity (Details)	Dec. 05, 2024 USD ($) $ / shares shares	Oct. 24, 2024 USD ($) investor $ / shares	Mar. 13, 2024	Oct. 31, 2024	Mar. 31, 2024 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Aug. 31, 2024 USD ($)
Liquidity (Details) [Line Items]
Net loss						$ 57,687,289	$ 53,329,187
Net cash used in operating activities						34,128,721	25,764,078
Cash and cash equivalents						36,324,354	$ 16,446,030
Working capital						$ 38,200,000
Percentage of purchase agreement for Private placement convertible note			9.75%		9.75%
Common stock sold, aggregate purchase price	$ 36,200,000	$ 5,400,000
Price per share (in dollars per share) \| $ / shares	$ 4.63	$ 2.70
Number of investors \| investor		3
Number of positions eliminated, period percent				35.00%
Sale of stock, number of shares issued in transaction (in shares) \| shares	7,813,931
Convertible Debt \| Related Party
Liquidity (Details) [Line Items]
Convertible note								$ 10,000,000
Board
Liquidity (Details) [Line Items]
Convertible notes payable					$ 10,000,000.0

Summary of Significant Accounting Policies - Narrative (Details)	12 Months Ended
	Dec. 31, 2024 USD ($) segment	Dec. 31, 2023 USD ($)
Change in Accounting Estimate [Line Items]
Product returns reserve	$ 14,000	$ 15,000
Inventory valuation reserves	0	0
Research and development expense	700,000	1,100,000
Impairment, long-lived asset, held-for-use	$ 0	0
Income tax benefit percentage	50.00%
Uncertain tax positions	$ 0	0
Advertising expense	$ 5,100,000	$ 3,100,000
Number of reportable segments \| segment	3
One Customer \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Change in Accounting Estimate [Line Items]
Concentration risk	12.00%
Maximum
Change in Accounting Estimate [Line Items]
Income tax benefit percentage	50.00%

Summary of Significant Accounting Policies - Schedule of Useful Life of the Assets are Capitalized (Details) - Furniture and fixtures	Dec. 31, 2024
Minimum
Summary of Significant Accounting Policies (Details) [Line Items]
Estimated useful life	5 years
Maximum
Summary of Significant Accounting Policies (Details) [Line Items]
Estimated useful life	7 years

Recapitalization - Narrative (Details)	12 Months Ended
Recapitalization - Narrative (Details)	Dec. 31, 2024 USD ($) shares
Recapitalization (Details) [Line Items]
Business combination gross proceeds	$ 34,900,000
Total transaction costs	$ 16,800,000
Class A
Recapitalization (Details) [Line Items]
Redemption shares (in shares) \| shares	13,827,349
Aggregate payment	$ 141,151,432
Private Placement Warrants \| IPO
Recapitalization (Details) [Line Items]
Warrants outstanding (in shares) \| shares	5,700,000

Recapitalization - Schedule of Business Combination to the Condensed Consolidated Statements of Cash Flows (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Business Combination, Separately Recognized Transactions [Line Items]
Less: transaction costs and advisory fees, paid	$ 16,800,000
Consolidated Cash Flow
Business Combination, Separately Recognized Transactions [Line Items]
Cash-trust and cash, net of redemptions		$ 34,938,880
Less: transaction costs and advisory fees, paid		(16,834,686)
Net proceeds from the Business Combination		18,104,194
Less: public and private placement warrant liabilities		(8,816,500)
Less: earn-out liabilities		(2,400,000)
Add: amounts paid in advance		2,570,919
Add: Transaction costs in accounts payable and accrued expenses		2,967,393
Reverse recapitalization, net		$ 12,426,006

Recapitalization - Schedule of Common Stock Issued (Details)	Dec. 31, 2024 shares
Common Class A and B
Business Combination Segment Allocation [Line Items]
Business Combination shares (in shares)	7,735,151
PublicSquare Shares (in shares)	21,522,825
Common Stock immediately after the Business Combination (in shares)	29,257,976
Class A
Business Combination Segment Allocation [Line Items]
Colombier Class A common stock, outstanding prior to the Business Combination (in shares)	17,250,000
Less: Redemption of Colombier Class A common stock (in shares)	(13,827,349)
Class A common stock of Colombier (in shares)	3,422,651
Class B Common Stock
Business Combination Segment Allocation [Line Items]
Colombier Class A common stock, outstanding prior to the Business Combination (in shares)	4,312,500

Recapitalization - Schedule of Number of PSQ Shares (Details) - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Class A
Business Acquisition [Line Items]
PublicSquare Shares (in shares)	39,575,499	24,410,075
Class C
Business Acquisition [Line Items]
PublicSquare Shares (in shares)	3,213,678	3,213,678
PublicSquare Shares
Business Acquisition [Line Items]
PublicSquare Shares (in shares)	1,105,044
PublicSquare Shares after conversion ratio (in shares)	21,522,825
PublicSquare Shares \| Class A
Business Acquisition [Line Items]
PublicSquare Shares (in shares)	940,044
PublicSquare Shares after conversion ratio (in shares)	18,309,147
PublicSquare Shares \| Class C
Business Acquisition [Line Items]
PublicSquare Shares (in shares)	165,000
PublicSquare Shares after conversion ratio (in shares)	3,213,678

Recapitalization - Schedule of Transaction Costs (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Recapitalization [Abstract]
Accounting fees		$ 756,257
Legal fees		5,049,149
Travel and other expenses		331,971
One-time share-based payment to influencers and advisors		708,400
Total	$ 0	$ 6,845,777

Acquisitions - Narrative (Details) - USD ($) $ in Millions		12 Months Ended
Acquisitions - Narrative (Details) - USD ($) $ in Millions	Mar. 13, 2024	Dec. 31, 2024	Feb. 23, 2023
Asset Acquisition [Line Items]
Consideration shares equal percent	10.00%
Acquisition-related costs		$ 2.3
Revenue		10.1
Net income		$ (4.1)
Shares exchange			1,071,229
Escrow Shares
Asset Acquisition [Line Items]
Issuance of common stock for cash (in shares)	2,920,993

Acquisitions - Schedule of Purchase Price Allocation as of the Acquisition Date (Details) - USD ($)		12 Months Ended
	Mar. 13, 2024	Dec. 31, 2024	Dec. 31, 2023
Purchase consideration:
Common Stock, at fair value		$ 14,137,606	$ 12,426,780
Purchase price allocation:
Goodwill		$ 10,930,978	$ 0
Credova
Purchase consideration:
Common Stock, at fair value	$ 14,137,606
Assumption of notes payable	8,449,500
Cash paid	1,587,184
Total purchase consideration	24,174,290
Purchase price allocation:
Cash	1,728,400
Loans held for investment	7,027,678
Fixed assets	243,879
Intangible assets	11,720,000
Prepaid expenses	1,269,933
Goodwill	10,930,978
Operating lease right of use asset	341,121
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

Acquisitions - Schedule of Intangible Assets Acquired Estimated Useful Lives Date of Acquisition (Details)	12 Months Ended
	Dec. 31, 2024 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
State operating licenses	$ 520,000
Total intangible assets	11,720,000
Trademarks and tradenames
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets acquired	$ 1,700,000
Estimated useful life	5 years
Internally developed software
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets acquired	$ 3,600,000
Estimated useful life	3 years
Merchant relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets acquired	$ 5,900,000
Estimated useful life	5 years

Acquisitions - Schedule of Pro Forma Financial Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Revenue	$ 26,112,999	$ 21,160,166
Net loss	$ (56,296,035)	$ (58,170,571)

Acquisitions - Schedule of Acquisition Date Fair Value of Asset Acquired (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)
Assets acquired:
Balance – January 1, 2023	$ 0
Issuance of common stock at fair value	1,334,850
Legal costs capitalized	42,611
Balance – December 31, 2023	$ 1,377,461

Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
State operating licenses	$ 520,000	$ 0
Total intangible assets	21,965,468	6,636,469
Less: Accumulated amortization	(6,175,031)	(3,079,440)
Total intangible assets, net	15,790,437	3,557,029
Capitalized software development costs
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets	$ 8,620,519	5,011,519
Trademarks and tradenames
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	5 years
Finite-lived intangible assets	$ 1,700,000	0
Internally developed software
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	3 years
Finite-lived intangible assets	$ 3,600,000	0
Merchant relationships
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	5 years
Finite-lived intangible assets	$ 5,900,000	0
Purchased technology
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets	$ 247,488	247,489
Brand name
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	10 years
Finite-lived intangible assets	$ 1,377,461	$ 1,377,461
Minimum \| Capitalized software development costs
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	1 year
Minimum \| Purchased technology
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	1 year
Maximum \| Capitalized software development costs
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	5 years
Maximum \| Purchased technology
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	15 years

Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization	$ 3.2	$ 2.4

Intangible Assets, Net - Schedule of Estimated Future Amortization Expense (Details)	Dec. 31, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2025	$ 4,268,679
2026	4,268,679
2027	3,189,924
2028	2,516,424
2029	470,408
Thereafter	556,323
Total	$ 15,270,437

Loans Held for Investment, Net - Schedule of Company’s Loans Held for Investment (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans held for investment	$ 5,538,160
Allowance for credit losses	(816,045)
Loans held for investment, net	816,045	$ 0
Loans Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans held for investment, net	4,722,115
Current
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans held for investment	5,386,074
30-59 Days
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans held for investment	83,105
60-89 days
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans held for investment	41,861
> 90 days
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans held for investment	$ 27,120

Loans Held for Investment, Net - Schedule of Allowance for Credit Losses on Loans Held for Investment (Details)	12 Months Ended
	Dec. 31, 2024 USD ($)
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Balance at January 1, 2024	$ 0
Reserve established from loans acquired in Credova Merger	1,130,515
Charge-offs	(1,367,121)
Provision for credit losses	1,052,651
Balance at December 31, 2024	$ 816,045

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total cost	$ 363,684	$ 142,994
Less: Accumulated depreciation	(88,145)	(15,855)
Property and equipment, net	275,539	127,139
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total cost	185,744	142,994
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total cost	$ 177,940	$ 0

Property and Equipment - Narrative (Details) - USD ($)	12 Months Ended
Property and Equipment - Narrative (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation expenses	$ 100,000	$ 12,648

Revolving Line of Credit (Details) - USD ($) $ in Millions		12 Months Ended
Revolving Line of Credit (Details) - USD ($) $ in Millions	Jul. 01, 2024	Dec. 31, 2024
Line of Credit Facility [Line Items]
Percentage of borrowing	89.00%
Advance aggregate outstanding value		$ 1.0
Advance aggregate outstanding percentage		100.00%
Revolving Credit Facility
Line of Credit Facility [Line Items]
Revolving loan		$ 10.0
Interest rate	14.50%	15.00%
Advances outstanding revolving loan		$ 3.8

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Accrued Expenses (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Accounts Payable and Accrued Liabilities [Abstract]
Accrued payroll	$ 400,877	$ 516,754
Accrued acquisition costs	0	440,164
Accrued professional services	12,463	172,700
Accrued taxes and licenses	66,013	124,250
Accrued legal	114,093	113,483
Accrued Board fees	0	89,750
Accrued marketing	98,492	82,115
Accrued inventory	155,798	0
Accrued other	319,593	102,337
Total accrued expenses	$ 1,167,329	$ 1,641,553

Leases - Narrative (Details) - USD ($)		12 Months Ended
Leases - Narrative (Details) - USD ($)	Oct. 01, 2023	Dec. 31, 2024	Dec. 31, 2023	Sep. 01, 2022
Leases (Details) [Line Items]
Lessee, operating lease, term of contract				2 years
Real estate taxes		$ 500,000	$ 300,000
Credova
Leases (Details) [Line Items]
Lessee, operating lease, term of contract		4 years
Building
Leases (Details) [Line Items]
Lessee, operating lease, liability, to be paid, year one, monthly amount				$ 15,538
Lessee, operating lease, liability, to be paid, year two, monthly amount				$ 16,719
Lessee, operating lease, sublease for office space	16 months
Lessee, operating sublease, liability, to be paid, monthly amount	$ 16,457
Building \| Credova
Leases (Details) [Line Items]
Lessee, operating lease, liability, to be paid, monthly amount		$ 10,468

Leases - Schedule of Operating Lease and Other Supplemental Information (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
ROU assets	$ 274,603	$ 324,238
Lease liabilities:
Current lease liabilities	122,587	310,911
Non-current lease liabilities	163,716	16,457
Total lease liabilities	$ 286,303	$ 327,368
Other supplemental information:
Weighted average remaining lease term	2 years 2 months 12 days	1 year
Weighted average discount rate	10.20%	10.50%

Leases - Schedule of Lease Payments Relating to the Company’s Operating Leases (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
2025	$ 144,273
2026	131,196
2027	44,112
Total lease payments	319,581
Less: imputed interest	(33,278)
Present value of operating lease liabilities	$ 286,303	$ 327,368

Convertible Promissory Notes - Narrative (Details)			1 Months Ended	12 Months Ended
Convertible Promissory Notes - Narrative (Details)	Mar. 13, 2024	Jul. 19, 2023 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2024 USD ($) day	Dec. 31, 2023 USD ($)	Aug. 31, 2024 USD ($)
Convertible Promissory Notes (Details) [Line Items]
Adjustment for stock splits				4.63641
Notes payable				$ 8,400,000
Percentage of purchase agreement for Private placement convertible note	9.75%		9.75%
Proceeds from convertible note payable				$ 0	$ 22,500,000
Common Stock
Convertible Promissory Notes (Details) [Line Items]
Conversion of stock		$ 100,000,000.0
Board
Convertible Promissory Notes (Details) [Line Items]
Convertible notes payable			$ 10,000,000.0
Convertible Debt \| Related Party
Convertible Promissory Notes (Details) [Line Items]
Convertible note						$ 10,000,000.0
Promissory Note
Convertible Promissory Notes (Details) [Line Items]
Simple interest				9.75%
Term				10 years
First Anniversary
Convertible Promissory Notes (Details) [Line Items]
Percentage of outstanding principal amount				120.00%
Second Anniversary
Convertible Promissory Notes (Details) [Line Items]
Percentage of outstanding principal amount				105.00%
Convertible Senior Notes Due 2025 \| Convertible Debt
Convertible Promissory Notes (Details) [Line Items]
Percentage of convertible note				140.00%
Debt instrument, consecutive trading days \| day				10
Debt instrument, trading days \| day				20
Convertible Promissory Note
Convertible Promissory Notes (Details) [Line Items]
Simple interest					5.00%

Convertible Promissory Notes - Schedule of Change in the Fair Value of the Notes Measured with Level 3 Inputs (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Principal balance of convertible notes issued	$ 37,294,023
Convertible Notes Payable
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value as of beginning	0
Principal balance of convertible notes issued	22,500,000
Change in valuation inputs or other assumptions	14,571,109
Conversion of convertible notes	(37,071,109)
Fair value as of ending	$ 0

Warrant Liabilities (Details) - $ / shares	12 Months Ended
Warrant Liabilities (Details) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Warrant exercise price (in dollars per share)	$ 0.01
Warrants become exercisable and ending business days	30 days
Prior written notice of redemption	30 days
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	5,750,000	5,750,000
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00
Threshold trading days for redemption of public warrants	20 days
Number of consecutive trading days	30 days
Warrants become exercisable and ending business days	3 days
Private Placement
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	5,700,000	5,700,000
Common Stock
Class of Warrant or Right [Line Items]
Number of shares purchased (in shares)	1
Warrant exercise price (in dollars per share)	$ 11.50
Public Warrants
Class of Warrant or Right [Line Items]
Number of shares purchased (in shares)	1
Warrant exercise price (in dollars per share)	$ 11.50

Related Parties (Details) - USD ($)						1 Months Ended			6 Months Ended	12 Months Ended
Related Parties (Details) - USD ($)	Nov. 01, 2024	May 03, 2024	Feb. 27, 2024	Jan. 31, 2024	Nov. 29, 2023	Aug. 31, 2024	Dec. 31, 2023	Aug. 31, 2023	Jun. 30, 2023	Dec. 31, 2024	Dec. 31, 2023	Jan. 01, 2024
Related Party
Related Party Transaction [Line Items]
Recovery of direct costs										$ 187,500	$ 188,801
Expenses incurred								$ 80,000				$ 60,000
Services fees										150,000
Percentage of total consideration							4.00%
Strategic Consulting Agreement \| Related Party
Related Party Transaction [Line Items]
Related party transaction, agreement term						1 year		1 year
August 2023 Consulting Agreement \| Related Party
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction										660,000	360,000
December 2023 Consulting Agreement \| Related Party
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction										150,000	$ 0
August 2024 Consulting Agreement \| Related Party
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction										$ 241,161
Partnership development and marketing leadership						$ 42,000
Maximum \| Related Party
Related Party Transaction [Line Items]
Payments for other fees			$ 30,000
Minimum \| Related Party
Related Party Transaction [Line Items]
Payments for other fees			$ 15,000
RSU
Related Party Transaction [Line Items]
Number of vested shares (in shares)										2,512,989	699,447
RSU \| Related Party
Related Party Transaction [Line Items]
Number of vested shares (in shares)		60,000
Award vesting period						1 year
RSU \| August 2024 Consulting Agreement \| Related Party
Related Party Transaction [Line Items]
Issuance of shares for consulting arrangement (in shares)										100,000
Every Life Inc \| Related Party
Related Party Transaction [Line Items]
Received amount					$ 30,000				$ 10,000
Every Life Inc \| RSU \| Related Party
Related Party Transaction [Line Items]
Stock issued during period, shares, conversion of units					120,000				40,000
Number of vested shares (in shares)	30,000	60,000		30,000

Share Based Compensation - Narrative (Details)		12 Months Ended
Share Based Compensation - Narrative (Details)	Nov. 01, 2024 shares	Dec. 31, 2024 USD ($) day $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Jan. 01, 2024 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares entitled per RSU (in shares)		1
Share-based compensation expense \| $		$ 20,723,153	$ 6,706,419
Weighted average remaining vesting period		1 year 7 months 28 days	2 years 3 months 25 days
Unrecognized compensation cost \| $		$ 12,200,000	$ 15,900,000
Class A
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Shares outstanding percentage		5.00%
Common stock, issued (in shares)		39,575,499	24,410,075
Earnout trading price (in dollars per share) \| $ / shares		$ 12.50
Earnout trading price (in shares)		1,000,000
Class A \| Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of common stock for cash (in shares)			1,447,523
Common Class A One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Earnout trading price (in dollars per share) \| $ / shares		$ 15.00
Earnout trading price (in shares)		1,000,000
Common Class A Two
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Earnout trading price (in dollars per share) \| $ / shares		$ 17.50
Earnout trading price (in shares)		1,000,000
Stock Incentive Plan \| Class A
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Shares outstanding percentage		15.00%
2023 ESPP
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares outstanding percentage	5.00%
2023 ESPP \| Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of common stock for cash (in shares)	425,000
2023 ESPP \| Class A
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, issued (in shares)		600,000
2023 ESPP \| Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, par value (in dollars per share) \| $ / shares				$ 0.0001
RSU
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares outstanding (in shares)		3,386,082	2,354,989
Share-based compensation expense \| $		$ 17,100,000	$ 5,000,000
Unrecognized compensation cost related to the grant of RSUs \| $		$ 15,400,000	21,400,000
PSQ Common Stock \| Class A
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, issued (in shares)		3,000,000
Earnout Shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense \| $		$ 3,700,000	$ 1,700,000
PSQ Common Stocks \| Class A
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Earnout period		5 years
Number of trading days \| day		20
Number of consecutive trading days \| day		30

Share Based Compensation - Schedule of Activity with Respect Status of, RSUs (Details) - RSU - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Number of RSUs
Unvested as of beginning balance (in shares)	1,655,542	0
Granted (in shares)	3,944,057	2,462,989
Forfeited and cancelled (in shares)	(557,975)	(108,000)
Vested (in shares)	(2,512,989)	(699,447)
Unvested as of ending balance (in shares)	2,528,635	1,655,542
Weighted Average Grant Date Value
Unvested as of beginning balance (in shares)	$ 9.61	$ 0
Granted (in dollars per share)	4.83	8.88
Forfeited and cancelled (in dollars per share)	7.53	10.12
Vested (in dollars per share)	6.60	6.98
Unvested as of ending balance (in shares)	$ 6.16	$ 9.61

Share Based Compensation - Schedule of Common Stock and Current Interest Rates (Details)	Jul. 19, 2023 $ / shares
Share-Based Payment Arrangement, Noncash Expense [Abstract]
PSQH Stock Price (in dollars per share)	$ 9.08
Volatility	40.00%
Risk free rate of return	4.60%
Expected term (in years)	4 years 9 months 18 days

Share Based Compensation - Schedule of Share-Based Compensation Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 20,723,153	$ 6,706,419
Cost of sales
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	172,310	20,106
General and administrative
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	11,250,957	2,762,361
Sales and marketing
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	6,620,093	2,636,289
Research and development
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	1,792,384	579,263
Transaction costs incurred in connection with Credova Merger
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	887,409	0
Transaction costs incurred in connection with the Business Combination
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 0	$ 708,400

Stockholders' Equity (Details) - $ / shares	12 Months Ended
Stockholders' Equity (Details) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
Stockholders' Equity (Details) [Line Items]
Preferred stock, authorized (in shares)	50,000,000	50,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Class A
Stockholders' Equity (Details) [Line Items]
Common stock, authorized (in shares)	500,000,000	500,000,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, issued (in shares)	39,575,499	24,410,075
Common stock, outstanding (in shares)	39,575,499	24,410,075
Common stock vote	one
Class C
Stockholders' Equity (Details) [Line Items]
Common stock, authorized (in shares)	40,000,000	40,000,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, issued (in shares)	3,213,678	3,213,678
Common stock, outstanding (in shares)	3,213,678	3,213,678

Fair Value Measurements - Schedule of Assets and Liabilities Subject to Fair Value Measurements (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Fair Value Measurements (Details) - Schedule of Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Cash and cash equivalents – Money market	$ 22,602,438	$ 10,301,371
Warrant liabilities	10,186,000	10,130,000
Earnout liabilities	620,000	660,000
Total liabilities	10,806,000	10,790,000
Public Warrants
Fair Value Measurements (Details) - Schedule of Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Warrant liabilities	4,600,000	4,715,000
Private Placement Warrants
Fair Value Measurements (Details) - Schedule of Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Warrant liabilities	5,586,000	5,415,000
Level 1
Fair Value Measurements (Details) - Schedule of Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Cash and cash equivalents – Money market	22,602,438	10,301,371
Earnout liabilities	0	0
Total liabilities	4,600,000	4,715,000
Level 1 \| Public Warrants
Fair Value Measurements (Details) - Schedule of Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Warrant liabilities	4,600,000	4,715,000
Level 1 \| Private Placement Warrants
Fair Value Measurements (Details) - Schedule of Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Warrant liabilities	0	0
Level 2
Fair Value Measurements (Details) - Schedule of Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Cash and cash equivalents – Money market	0	0
Earnout liabilities	0	0
Total liabilities	0	0
Level 2 \| Public Warrants
Fair Value Measurements (Details) - Schedule of Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Warrant liabilities	0	0
Level 2 \| Private Placement Warrants
Fair Value Measurements (Details) - Schedule of Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Warrant liabilities	0	0
Level 3
Fair Value Measurements (Details) - Schedule of Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Cash and cash equivalents – Money market	0	0
Earnout liabilities	620,000	660,000
Total liabilities	6,206,000	6,075,000
Level 3 \| Public Warrants
Fair Value Measurements (Details) - Schedule of Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Warrant liabilities	0	0
Level 3 \| Private Placement Warrants
Fair Value Measurements (Details) - Schedule of Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Warrant liabilities	$ 5,586,000	$ 5,415,000

Fair Value Measurements - Schedule of Changes in Fair Value of the Public and Private Placements Warrants (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Private Placements Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Liability at beginning of the period	$ 5,415,000	$ 0
Assumed in the Business Combination		4,408,250
Change in fair value	171,000	1,006,750
Liability at ending of the period	5,586,000	5,415,000
Earn-Out Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Liability at beginning of the period	660,000	0
Assumed in the Business Combination		2,400,000
Change in fair value	(40,000)	(1,740,000)
Liability at ending of the period	$ 620,000	$ 660,000

Segments - Schedule of Revenues, Net (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Revenues, net:
Total revenues, net	$ 23,199,434	$ 5,685,987
Operating Segments
Revenues, net:
Total revenues, net	23,199,434	5,685,987
Operating Segments \| Marketplace
Revenues, net:
Total revenues, net	2,951,292	2,987,406
Operating Segments \| Brands
Revenues, net:
Total revenues, net	10,187,097	2,698,581
Operating Segments \| Brands \| Product sales
Revenues, net:
Total revenues, net	10,979,823	3,185,931
Operating Segments \| Brands \| Other sales
Revenues, net:
Total revenues, net	51,039	0
Operating Segments \| Brands \| Returns and discounts
Revenues, net:
Total revenues, net	(843,765)	(487,350)
Operating Segments \| Financial Technology
Revenues, net:
Total revenues, net	10,061,045	0
Operating Segments \| Financial Technology \| Direct revenue
Revenues, net:
Total revenues, net	3,269,740	0
Operating Segments \| Financial Technology \| Interest income on loans
Revenues, net:
Total revenues, net	2,569,061	0
Operating Segments \| Financial Technology \| Loan and lease contracts sold, net
Revenues, net:
Total revenues, net	4,002,463	0
Operating Segments \| Financial Technology \| Payments revenue
Revenues, net:
Total revenues, net	$ 219,781	$ 0

Segments - Schedule of Operating Loss Segment 's (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues, net	$ 23,199,434	$ 5,685,987
Transaction costs incurred in connection with the Business Combination	0	(6,845,777)
Depreciation and amortization	(3,258,810)	(2,442,706)
Operating loss	(55,711,158)	(39,345,996)
Other expense, net	(1,974,950)	(13,981,246)
Loss before income taxes	(57,686,108)	(53,327,242)
Operating Segments
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues, net	23,199,434	5,685,987
Cost of revenues attributable to segments	(2,419,239)	(1,829,066)
Cost of goods sold attributable to segments	(6,705,961)	(1,969,147)
Segment non-GAAP Gross Profit	14,074,234	1,887,774
Operating expenses attributable to segments	(28,288,551)	(15,247,215)
Segment non-GAAP operating loss	(14,214,317)	(13,359,441)
Segment Reporting, Reconciling Item, Corporate Nonsegment
Segment Reporting, Revenue Reconciling Item [Line Items]
Corporate costs not allocated to segments	(16,106,785)	(10,149,261)
Transaction costs incurred in connection with the Business Combination		(6,845,777)
Transaction costs incurred in connection with acquisitions	(2,295,502)	(550,792)
Share-based compensation (exclusive of what is included in transaction costs above)	(19,835,744)	(5,998,019)
Depreciation and amortization	(3,258,810)	(2,442,706)
Marketplace \| Operating Segments
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues, net	2,951,292	2,987,406
Cost of revenues attributable to segments	(1,974,852)	(1,829,066)
Cost of goods sold attributable to segments	0	0
Segment non-GAAP Gross Profit	976,440	1,158,340
Operating expenses attributable to segments	(11,998,210)	(12,613,627)
Segment non-GAAP operating loss	(11,021,770)	(11,455,287)
Brands \| Operating Segments
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues, net	10,187,097	2,698,581
Cost of revenues attributable to segments	(6,243)	0
Cost of goods sold attributable to segments	(6,705,961)	(1,969,147)
Segment non-GAAP Gross Profit	3,474,893	729,434
Operating expenses attributable to segments	(5,552,022)	(2,633,588)
Segment non-GAAP operating loss	(2,077,129)	(1,904,154)
Financial Technology \| Operating Segments
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues, net	10,061,045	0
Cost of revenues attributable to segments	(438,144)	0
Cost of goods sold attributable to segments	0	0
Segment non-GAAP Gross Profit	9,622,901	0
Operating expenses attributable to segments	(10,738,319)	0
Segment non-GAAP operating loss	$ (1,115,418)	$ 0

Income Taxes - Schedule of Net Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Sec 174 Cost – Domestic and Foreign	$ 2,187,000	$ 1,320,000
Net operating loss – Federal and State	15,878,000	5,686,000
Loan lease loss reserve	195,000	0
Share-based compensation	4,483,000	1,345,000
Depreciation and amortization	660,000	656,000
Identifiable Intangibles from Credova Acquisition	(2,434,000)	0
Credit – State	65,000	65,000
Capitalized acquisition cost	132,000	0
Other, net	48,000	(10,000)
Total deferred tax asset	21,214,000	9,062,000
Less: valuation allowance	(21,214,000)	(9,062,000)
Net deferred tax asset	$ 0	$ 0

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Federal net operating loss carryforwards	$ 70,000,000.0	$ 26,100,000
State net operating loss carryovers	37,000,000.0	14,300,000
Research and development tax credit carryforwards	82,000
Valuation allowance	21,200,000	9,100,000
Valuation allowance increased	12,100,000
Uncertain tax positions	0	0
Paid taxes	$ 1,181	$ 1,945

Income Taxes - Schedule of Income Tax Expense Benefit at the Statutory Federal Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Federal tax expense	21.00%	21.00%
State tax expense, net of federal benefit	2.10%	0.90%
Permanent differences	0.30%	(8.30%)
Impact from rate change	0.30%	(1.20%)
Change in valuation allowance	(21.10%)	(11.70%)
Other difference	(2.60%)	(0.70%)
Effective tax rate	0.00%	0.00%

Subsequent Events (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
Subsequent Events (Details) - USD ($) $ in Millions	Jan. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
RSU
Subsequent Events (Details) [Line Items]
Granted (in shares)		3,944,057	2,462,989
Subsequent Event
Subsequent Events (Details) [Line Items]
Cash used to settle award	$ 0.3
Subsequent Event \| RSU \| Tranche One
Subsequent Events (Details) [Line Items]
Award vesting rights, percentage	50.00%
Subsequent Event \| RSU \| Tranche Two
Subsequent Events (Details) [Line Items]
Award vesting rights, percentage	50.00%
Subsequent Event \| RSU \| Employee
Subsequent Events (Details) [Line Items]
Granted (in shares)	499,998
Subsequent Event \| RSU \| Financial Technology Employee
Subsequent Events (Details) [Line Items]
Granted (in shares)	220,264
Subsequent Event \| RSU \| Executive Leadership
Subsequent Events (Details) [Line Items]
Granted (in shares)	800,000
Award vesting period	3 years