Form 8-K

8-K — PSQ Holdings, Inc.

Accession: 0001104659-26-056690

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001847064

SIC: 7310 (SERVICES-ADVERTISING)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2613831d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2613831d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT

REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 7, 2026

PSQ Holdings, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-40457

86-2062844

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

313 Datura Street, Suite 200

West Palm Beach, Florida 33401

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: (754) 264-8701

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange

on which registered

Class A common stock,

par value $0.0001 per share

PSQH

New York Stock Exchange

Redeemable warrants, each

whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share

PSQH.WS

New York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.

On May 7, 2026, PSQ Holdings, Inc. (the “Company”)

issued a press release announcing its financial and operating results for the quarter ended March 31, 2026. A copy of the press release

is furnished herewith as Exhibit 99.1.

The information in Item 2.02 of this Current Report

on Form 8-K and the press release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,

nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”),

or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

On May 7, 2026, the Company issued the press release

described above in Item 2.02 of this Current Report on Form 8-K. The press release is attached as Exhibit 99.1 and incorporated into this

Item 7.01 by reference.

The information in this Current Report on Form

8-K under Item 7.01 is being “furnished” and not “filed” with the Securities and Exchange Commission (the “SEC”)

for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under such section. Furthermore, such information

shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, unless specifically identified

as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated May

7, 2026

104

Cover Page Interactive Data

File (embedded within the inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PSQ Holdings, Inc.

Date: May 7, 2026

By:

/s/ James M. Giudice

Name:

James M. Giudice

Title:

Chief Legal Officer and General Counsel

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2613831d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

PSQ Holdings,

Inc. Announces First Quarter 2026 Financial Results

First Quarter

Revenue Growth of 167%

First Quarter

Operating Expense Reduction of 18%

First Quarter

Revenue Per Headcount Improves 287%

BOZEMAN, MT, May 7, 2026

— PSQ Holdings, Inc. (NYSE: PSQH) (the “Company”), a payments and financial infrastructure company, today reported

financial results for the first quarter 2026.

FIRST QUARTER 2026 HIGHLIGHTS

· Net revenue from continuing operations,

which includes the financial technology (“fintech”) segment, for the quarter

ended March 31, 2026 was $8.2 million compared to $3.1 million for the first quarter

ended March 31, 2025, a 167% increase compared to the prior year period.

· Operating expense (defined as general

and administrative, sales and marketing, and research and development expense) for the quarter

ended March 31, 2026 decreased $2.0 million or a decrease of 18% compared to the prior

year period.

· Operating loss for the quarter

ended March 31, 2026 was $6.1 million, an improvement of $3.2 million or 34% compared

to $9.3 million for the quarter ended March 31, 2025.

· Operating cash burn for the quarter

ended March 31, 2026 was $4.1 million, an improvement of $2.3 million or 36% compared

to $6.4 million for the quarter ended March 31, 2025.

· Income

from discontinued operations, net of tax for the quarter ended March 31, 2026 was $26,710

compared to $2.4 million loss for the first quarter of 2025.

· Net loss for the quarter ended

March 31, 2026 was $6.5 million, an increase of $2.0 million, or 45%, compared to a

net loss of $4.4 million for the quarter ended March 31, 2025. This was primarily driven

by a $7.1 million decrease in gains related to changes in the fair value of warrant and earnout

liabilities.

· Loss per share for the quarter

ended March 31, 2026 increased to $0.12 compared to $0.10 for the first quarter of 2025,

a 20% increase, primarily driven by the change in fair value of the warrant and earnout liabilities.

· Revenue per headcount for quarter

ended March 31, 2026 was $173,583 compared to $44,864 for the three months ended March 31,

2025, an improvement of 287%.

· Non-GAAP operating loss (a Non-GAAP

measure) for the quarter ended March 31, 2026 was $0.9 million compared to $2.8 million

in the prior year period, an improvement of 70%.

The definitions and reconciliations

of Non-GAAP operating loss to GAAP operating Income loss are provided under the heading Non-GAAP measures at the end of this release.

Dusty Wunderlich, Chairman & CEO

of PSQ Holdings, commented, "Q1 2026 was our strongest quarter ever, and the numbers tell the story. Revenue up 167% year over year,

operating expenses down 18%, Payments Gross Merchandise Volume (GMV) exceeding $186 million, a record for us, Credit GMV up 32%, and

revenue per employee up 287%, proof that doing more with less is not a talking point, it is how we operate, and we intend to keep pushing

that number higher.”

“AI is doing exactly what we believed

it would, making us more efficient, more capable, and, frankly, better at our jobs. We were early to adopt machine learning, deploying

it in underwriting back in 2021, and we have been expanding its use across engineering, finance, and risk management ever since. A lean

team with the right tools can do remarkable things, and that 287% improvement in revenue per employee is the proof.”

“We are in the business of earning

trust from merchants who need a payments and financial infrastructure partner they can count on. That is not something you claim; it

is something you demonstrate quarter after quarter. Q1 is us demonstrating it. The priorities have not changed: grow revenue responsibly,

reduce cash burn, and get to profitability. We are executing, the model is working, and the opportunity ahead is significant."

OPERATIONAL RESTRUCTURING

Over the past two quarters, the Company

has executed a comprehensive operational restructuring in conjunction with its strategic repositioning as a pure-play financial technology

company. Staff reductions of 41%, implemented from September 2025 through March 2026, combined with the winding down of the Marketplace

segment and reductions in corporate operating expenses and contractor and consulting agreements, are expected to result in annualized

cash savings of approximately $8.0 million. The results of these efforts are reflected in the Company's Q1 2026 operating metrics: operating

expenses declined 18% year over year, headcount decreased from 68 to 47 full-time employees, and revenue per headcount improved 287%

to $173,583. The Company views these improvements not as a one-time reset, but as the foundation of a more capital-efficient operating

model designed to support sustained revenue growth with disciplined cost management.

FINANCIAL REVIEW

Balance Sheet & Liquidity

· As of March 31, 2026, the

Company had $11.8 million of restricted cash and cash and cash equivalents, which included

$0.2 million related to discontinued operations.

· The Company had an outstanding

principal balance of $7.4 million on its $10.0 million revolving line of credit as of March 31,

2026. The Company draws on this credit line to fund new consumer loan and lease originations,

and repays it as those loans are collected or sold to third parties.

Discontinued Operations

· Net revenues from discontinued

operations, which includes the Brands and Marketplace business segments, for the quarter

ended March 31, 2026 was $3.7 million compared to $3.7 million for the quarter ended

March 31, 2025. Brands revenue comprised 98% of the net revenues from discontinued operations

for the quarter ended March 31, 2026, compared to 88% in the prior year period.

Note: Beginning

with the third quarter 2025 reporting period both the Brands and Marketplace business segments are being shown as discontinued operations

in the Company’s financial statements. Results from discontinued operations are provided within the financial tables at the end

of this release.

BRANDS DIVESTITURE UPDATE

The Company continues to actively pursue

the sale of its Brands segment, which includes EveryLife. The sale process remains ongoing, and management expects to enter into a definitive

agreement during the first half of 2026. Proceeds from the transaction are expected to be redeployed to the balance sheet in support

of the Company's Financial Technology operations.

FINANCIAL LEADERSHIP TRANSITION

As previously announced on April 7,

2026, James Rinn stepped down as Chief Financial Officer effective April 30, 2026. The Board appointed Michael Pena as Chief Financial

Officer and Krista Wenzel as Chief Accounting Officer, both effective May 1, 2026.

First Quarter 2026 Conference Call

and Webcast

Management will

host a teleconference and webcast to discuss its first quarter 2026 results today, May 7, 2026 at 9:00 a.m. ET. The conference call

can be accessed live through a link on the PSQ Holdings Investor Relations website at investors.publicsquare.com. During the webcast,

the company will take both inbound questions received ahead of the call and questions from equity research analysts. Additionally, you

can participate in the conference call by dialing (800) 715-9871 domestically or (646) 307-1963 internationally, and referencing conference

ID #6209150. Attendees should log in to the webcast or dial in approximately 15 minutes before the start time of the call.

About PSQ Holdings

PSQ Holdings (NYSE: PSQH) is a payments

and financial infrastructure company. We build and operate financial infrastructure in highly regulated environments for industries underserved

by traditional financial institutions, including businesses, campaigns, and nonprofits that depend on reliable, compliant payment solutions.

For more information, visit publicsquare.com.

Cautionary Statement Regarding Forward-Looking

Statements

This press release contains forward-looking

statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended,

and for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995.

Any statements other than statements of historical fact contained herein are forward-looking statements. Such forward-looking statements

include, but are not limited to, expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding

PublicSquare, anticipated product launches, our products and markets, future financial condition, expected future performance and market

opportunities of PublicSquare. Forward-looking statements generally are identified by the words “anticipate,” “could,”

“expect,” “future,” “intend,” “may,” “might,” “strategy,” “target,”

“opportunity,” “plan,” “project,” “possible,” “potential,” “project,”

“predict,” “should,” “will,” “would,” “will be,” “will continue,”

“will likely result,” and similar expressions, and in this press release, include statements about our expected revenue,

revenue growth, operating expenses, anticipated growth, ability to achieve profitability, our plans for the Brands and Marketplace segments,

and our outlook; however, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements

are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as

a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking

statements in this communication, including, without limitation: (i) unforeseen liabilities, future capital expenditures, revenues, expenses,

earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies

for the management, expansion and growth of our operations, (ii) changes in the competitive industries and markets in which PublicSquare

operates, variations in performance across competitors, changes in laws and regulations affecting PublicSquare’s business and changes

in the combined capital structure, (iii) the ability to implement business plans, growth, marketplace and other expectations, and identify

and realize additional opportunities, (iv) risks related to PublicSquare’s limited operating history, the rollout and/or expansion

of its business and the timing of expected business milestones, (v) risks related to PublicSquare’s potential inability to achieve

or maintain profitability and generate significant revenue, (vi) the ability to raise capital on reasonable terms as necessary to develop

its products in the timeframe contemplated by PublicSquare’s business plan, (vii) the ability to execute PublicSquare’s anticipated

business plans and strategy, (viii) the ability of PublicSquare to enforce its current or future intellectual property, including patents

and trademarks, along with potential claims of infringement by PublicSquare of the intellectual property rights of others, (ix) actual

or potential loss of key influencers, media outlets and promoters of PublicSquare’s business or a loss of reputation of PublicSquare

or reduced interest in the mission and values of PublicSquare and the segment of the consumer marketplace it intends to serve, (x) because

the payment processing and credit agreements are terminable at will without notice, merchants that have signed agreements to use PublicSquare's

payment processing services may terminate those services or otherwise fail to utilize the services at the expected volume, (xi) the risk

of economic downturn, increased competition, a changing regulatory landscape and related impacts that could occur in the highly competitive

consumer marketplace, both online and through “bricks and mortar” operations, (xii) the risk of PublicSquare being unable

to sell its Brands segment, in a timely manner, at desirable prices, or at all, and (xiii) risks associated with the Company’s

ability to execute on its plans to reposition into a Fintech-forward business, including the Company’s pursuit of any money transmitter

licenses. The foregoing list of factors is not exhaustive. Recipients should carefully consider such factors and the other risks and

uncertainties described and to be described in PublicSquare’s public filings with the Securities and Exchange Commission. These

filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially

from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Recipients

are cautioned not to put undue reliance on forward-looking statements, and PublicSquare does not assume any obligation to, nor does it

intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except

as required by law. PublicSquare gives no assurance that PublicSquare will achieve its expectations.

Investors Contact:

investment@publicsquare.com

Media Contact:

pr@publicsquare.com

PSQ HOLDINGS, INC.

Condensed Consolidated Balance Sheets

March 31,

2026

December 31,

2025

(Unaudited)

Assets

Current assets:

Cash and cash equivalents

$ 10,057,059

$ 14,644,384

Restricted cash

1,589,586

1,119,580

Accounts receivable, net

1,932,629

1,630,987

Lease receivable, net

93,810

156,516

Loans held for investment, net of allowance for credit losses of $768,235 and $778,704 as of March 31, 2026 and December 31, 2025, respectively

6,876,900

6,148,072

Lease merchandise, net of accumulated depreciation of $1,000,916 and $938,959 as of March 31, 2026 and December 31, 2025, respectively

486,490

960,024

Interest receivable

246,370

250,450

Prepaid expenses and other current assets

2,266,149

2,450,321

Current assets held for sale (Note 4)

3,868,785

4,407,921

Total current assets

27,417,778

31,768,255

Loans held for investment, net of allowance for credit losses of $154,694 and $150,702 as of March 31, 2026 and December 31, 2025, respectively, non-current

1,198,913

1,189,832

Lease merchandise, net of accumulated depreciation of $94,163 and $72,335 as of March 31, 2026 and December 31, 2025, respectively, non-current

235,839

329,463

Property and equipment, net

156,992

187,262

Intangible assets, net

13,793,270

14,573,323

Goodwill

10,930,978

Operating lease right-of-use assets

591,169

669,356

Deposits

29,939

Total assets

$ 54,354,878

$ 59,678,408

Liabilities and stockholders’ equity

Current liabilities:

Revolving line of credit

$ 7,404,248

$ 6,174,546

Accounts payable

5,145,602

5,351,651

Accrued expenses

1,461,783

1,205,386

Operating lease liabilities, current portion

333,899

323,842

Current liabilities held for sale (Note 4)

1,893,180

2,612,041

Total current liabilities

16,238,712

15,667,466

Convertible promissory notes, related party (Note 10)

20,000,000

Convertible promissory notes

8,449,500

Earn-out liabilities

501,500

540,000

Warrant liabilities

572,000

1,230,250

Operating lease liabilities

267,732

354,286

Total liabilities

46,029,444

46,241,502

Commitments and contingencies (Note 16)

Stockholders’ equity

Preferred stock, $0.0001 par value; 50,000,000 authorized shares; no shares issued and outstanding as of March 31, 2026 and December 31, 2025

—

Class A Common Stock, $0.0001 par value; 500,000,000 authorized shares; 48,726,402 shares and 46,492,639 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

4,873

4,650

Class C Common Stock, $0.0001 par value; 40,000,000 authorized shares; zero and 3,213,678 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively

—

321

Additional paid in capital

171,287,594

169,944,031

Accumulated deficit

(162,967,033 )

(156,512,096 )

Total stockholders’ equity

8,325,434

13,436,906

Total liabilities and stockholders’ equity

$ 54,354,878

$ 59,678,408

PSQ HOLDINGS, INC.

Condensed Consolidated Statements

of Operations

For the Three Months

Ended March 31,

2026

2025

Revenues, net

$ 8,158,417

$ 3,050,785

Costs and expenses:

Cost of revenue (exclusive of depreciation and amortization expense shown below)

3,599,955

630,009

General and administrative

6,615,164

8,260,744

Sales and marketing

1,604,807

1,538,462

Research and development

624,095

1,030,222

Depreciation and amortization

1,848,044

906,824

Total costs and expenses

14,292,065

12,366,261

Operating loss

(6,133,648 )

(9,315,476 )

Other (expense) income:

Other (expense) income, net

(97,280 )

309,819

Changes in fair value of earn-out liabilities

38,500

450,000

Changes in fair value of warrant liabilities

658,250

7,381,500

Interest expense, net

(947,469 )

(868,457 )

Loss before income taxes from continuing operations

(6,481,647 )

(2,042,614 )

Income tax expense

—

(8,240 )

Loss from continuing operations

(6,481,647 )

(2,050,854 )

Income / (loss) from discontinued operations, net of tax

26,710

(2,396,491 )

Net loss

$ (6,454,937 )

$ (4,447,345 )

Continuing operations loss per common share, basic and diluted

$ (0.12 )

$ (0.05 )

Discontinued operations income/(loss) per common share, basic and diluted

—

(0.05 )

Net loss per common share, basic and diluted

$ (0.12 )

$ (0.10 )

Weighted average shares outstanding, basic and diluted (1)

54,027,862

42,953,447

(1) Pre-funded warrants,

issued in December 2025, can be exercised for little consideration (an exercise price per share equal to $0.0001 per share), and 5,018,184

remain unexercised as of March 31, 2026.

PSQ HOLDINGS, INC.

Condensed Consolidated Statements

of Cash Flows

For the Three Months

Ended March 31,

2026

2025

Cash Flows from Operating Activities

Net loss

$ (6,454,937 )

$ (4,447,345 )

Adjustment to reconcile net loss to net cash used in operating activities:

Changes in fair value of warrant liabilities

(658,250 )

(7,381,500 )

Changes in fair value of earn-out liabilities

(38,500 )

(450,000 )

Share-based compensation

1,365,556

3,622,845

Amortization of step-up in loans held for investment

—

169,607

Provision for credit losses on loans held for investment

194,269

661,963

Origination of loans and leases for resale

(13,460,365 )

(7,869,448 )

Proceeds from sale of loans and leases for resale

15,554,070

8,931,822

Gain on sale of loans and leases

(2,093,706 )

(1,062,374 )

Impairment (recovery) of lease merchandise

(50,192 )

—

Depreciation and amortization

1,848,044

1,211,110

Non-cash operating lease expense

78,187

41,485

Changes in operating assets and liabilities:

Accounts receivable

(312,613 )

(226,613 )

Lease receivable

62,706

—

Interest receivable

4,080

75,070

Inventory

371,311

230,837

Prepaid expenses and other current assets

180,492

53,034

Deposits

18,445

(6,905 )

Accounts payable

(611,889 )

(373,712 )

Accrued expenses

103,323

425,259

Deferred revenue

(151,700 )

4,083

Operating lease liabilities

(76,498 )

(41,485 )

Net cash used in operating activities

(4,128,167 )

(6,432,267 )

Cash flows from Investing Activities

Additions to lease merchandise, net of disposals

242,666

(1,106,117 )

Software development costs

(671,284 )

(656,658 )

Principal paydowns on loans held for investment

3,210,956

4,532,763

Disbursements for loans held for investment

(4,143,133 )

(4,577,597 )

Net cash used in investing activities

(1,360,795 )

(1,807,609 )

Cash flows from Financing Activities

Proceeds from revolving line of credit

4,440,659

2,270,331

Repayments on revolving line of credit

(3,210,955 )

(2,343,207 )

Net disbursement for closing costs from private equity transaction

(22,091 )

—

Net cash provided by/(used in) financing activities

1,207,613

(72,876 )

Net decrease in cash, cash equivalents and restricted cash

(4,281,349 )

(8,312,752 )

Cash, cash equivalents and restricted cash, beginning of period

16,117,319

36,589,607

Cash, cash equivalents and restricted cash, end of the period

$ 11,835,970

$ 28,276,855

Cash and cash equivalents from continued operations

$ 10,057,059

$ 28,039,959

Restricted cash from continued operations

1,589,586

236,896

Cash and cash equivalents from discontinued operations

189,325

—

Total cash, cash equivalents and restricted cash, end of the period

$ 11,835,970

$ 28,276,855

Supplemental Cash Flow Information

Cash paid for interest for convertible notes and revolving line of credit

$ 947,469

$ 868,457

Discontinued Operations

The following table

summarizes the key components of the operating results of the discontinued operations within the Condensed Consolidated Statements of

Operations for the three months ended March 31, 2026 and 2025:

For the three months

ended March 31, 2026

For the three months

ended March 31, 2025

Marketplace

Brands

Marketplace

Brands

Revenues, net

$ 85,567

$ 3,581,557

$ 428,649

$ 3,270,187

Cost of revenues (exclusive of depreciation and amortization shown below)

597

—

104,310

1,926

Cost of goods sold (exclusive of depreciation and amortization shown below)

1,344

2,245,274

412

2,072,862

Operating costs

42,282

1,258,056

1,490,789

2,098,113

Depreciation and amortization

—

269,261

35,025

Operating income/(loss)

41,344

78,227

(1,436,123 )

(937,739 )

Other expense, net

(15,000 )

(77,861 )

(22,629 )

—

Income tax expense

—

Income/(Loss) from discontinued operations, net of tax

$ 26,344

$ 366

$ (1,458,752 )

$ (937,739 )

Assets and liabilities

of segments classified as held for sale in the Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31,

2025, consist of the following:

March 31,

2026

December 31,

2025

Assets

Current assets:

Cash and cash equivalents

$ 189,325

$ 353,355

Accounts receivable, net

83,342

72,372

Inventory

2,293,892

2,665,203

Prepaid expenses and other current assets

219,666

215,986

Intangible assets, net

1,072,762

Deposits

9,798

28,243

Total assets held for sale

$ 3,868,785

$ 4,407,921

Liabilities

Current liabilities:

Accounts payable

$ 440,802

$ 854,889

Accrued expenses

284,819

357,183

Deferred revenue

1,167,559

1,399,969

Total liabilities held for sale

$ 1,893,180

$ 2,612,041

The cash flows

related to the discontinued operations have not been segregated and are included in the Condensed Consolidated Statements of Cash Flows.

The following table presents cash flow for the discontinued segments.

For the Three Months

Ended March 31,

2026

2025

Net cash used in operating activities

$ (343,389 )

$ (873,842 )

Non-GAAP Financial Measures

The non-GAAP financial

measures below have not been calculated in accordance with GAAP and should be considered in addition to results prepared in accordance

with GAAP and should not be considered as a substitute for, or superior to, GAAP results. We caution investors that non-GAAP financial

information, by its nature, departs from traditional accounting conventions. Therefore, its use can make it difficult to compare our

current results with our results from other reporting periods and with the results of other companies.

Our management

uses these non-GAAP financial measures, in conjunction with GAAP financial measures, as an integral part of managing our business and

to, among other things: (i) monitor and evaluate the performance of our business operations and financial performance; (ii) facilitate

internal comparisons of the historical operating performance of our business operations; (iii) facilitate external comparisons of the

results of our overall business to the historical operating performance of other companies that may have different capital structures

and debt levels; (iv) review and assess the operating performance of our management team; (v) analyze and evaluate financial and strategic

planning decisions regarding future operating investments; and (vi) plan for and prepare future annual operating budgets and determine

appropriate levels of operating investments.

For the periods

presented, we define non-GAAP operating loss as GAAP operating loss, adjusted to exclude, as applicable, certain expenses as presented

in the table below:

For the Three Months

Ended March 31,

2026

2025

Reconciliation:

GAAP operating loss

$ (6,133,648 )

$ (9,315,476 )

Non-GAAP adjustments:

Corporate costs not allocated to segments

(2,063,978 )

(1,971,372 )

Share-based compensation expense

(1,365,556 )

(3,622,845 )

Depreciation and amortization

(1,848,044 )

(906,824 )

Non-GAAP operating loss

$ (856,070 )

$ (2,814,435 )

For the

three months

ended March 31,

2026

2025

Revenue per headcount:

$ 173,583

$ 44,864

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