Colombier Acquisition Corp.

NYSE Rule 312.03(b)(i) governs issuances to directors, officers or substantial security holders, so Proposal 3 is asking public holders to approve stock going to insiders rather than to outside investors — a related-party issuance that the exchange will not permit without a shareholder vote. The Class C block of 3,213,678 shares was unchanged a year later, so whatever was issued did not come from that class.

A second class of stock exists for one person: every PSQ holder other than founder and chief executive Michael Seifert receives Class A common stock, and his shares alone convert into Class C common stock — up to 3,328,178 of the registered shares. PSQ convertible securities that remain outstanding and neither exercise nor convert automatically before the effective time are cancelled without consideration. The special meeting is virtual with no in-person attendance permitted, and its date and time are left blank in this version.

The Class C common stock exists for one holder: every PSQ stockholder other than founder and chief executive Michael Seifert receives Class A common stock, while his shares alone convert into Class C — up to 3,328,178 of the registered shares. Any PSQ convertible security still outstanding at the effective time that has neither been exercised nor converted automatically is cancelled without consideration, so those holders receive nothing. The special meeting is virtual with no in-person attendance, and its date and time are left blank at this version.

A separate class of stock is created for one person: every PSQ holder receives Class A common stock except PSQ's founder and chief executive Michael Seifert, whose shares convert into Class C common stock at the same Conversion Ratio. Any PSQ convertible securities that remain outstanding and have not been exercised or converted automatically before the effective time are cancelled without consideration. Neither registered share count is stated at this version and the special meeting has no date, so the dilution and the redemption deadline are both unreadable from it.

Neither registered class is quantified, so this version states no ceiling on issuance and a Colombier holder cannot size the dilution from it. A Class C common stock is being created alongside the Class A, so the post-combination company will have more than one class of common, and the split of voting or economic rights between them is not stated on the cover. The meeting is virtual-only with no in-person attendance, and its date, time and webcast address are all left blank, so no redemption deadline can be computed.

What changed: PSQ Holdings, Inc. amended and restated Item 5.02 of an earlier report to add the terms of chief executive Dusty Wunderlich's employment agreement, executed August 11, 2026 and effective January 27, 2026, the date Michael Seifert resigned as president, chief executive and director and Wunderlich was appointed. Base salary is $400,000 with a discretionary bonus of up to 50% of salary, plus 57,975 restricted shares granted August 11, 2026 vesting in full on the first anniversary of January 27, 2026. All outstanding restricted stock units were converted into restricted stock the same day. Why it matters: The severance is the number to hold. Termination without cause or resignation for good reason inside a change-in-control period pays a lump sum of 15 months of base salary plus 1.25 times target bonus, a pro-rated target bonus and up to 15 months of COBRA; outside that period it is 12 months of salary continuation. That is a cost an acquirer inherits, subject to a modified Section 280G cutback.

What changed: PSQ Holdings, Inc. amended and restated Item 5.02 to add employment terms for two officers appointed effective May 1, 2026: chief financial officer Michael Pena, succeeding James Rinn who resigned effective April 30, 2026, and chief accounting officer Krista Wenzel. Each agreement, executed August 11, 2026, sets base salary at $350,000 with a discretionary bonus of up to 30% of salary and grants 12,002 shares of restricted stock vesting in full on the first anniversary of May 1, 2026. Outstanding restricted stock units were converted into restricted stock the same day. Why it matters: Both agreements carry six months of severance: inside a change-in-control period a lump sum of six months of salary plus 1.25 times target bonus and a pro-rated target bonus, outside it six months of salary continuation, with matching COBRA and a modified Section 280G cutback. Together with the chief executive's 15-month package this fixes the finance team's cost on a sale, and it records that the company replaced its chief financial officer and added a chief accounting officer in the same month.

What changed: PSQ Holdings, Inc. filed as Exhibit 10.1 a securities purchase agreement made as of August 13, 2026 with Fountain Ripple V LLC, Donald J. Trump, Jr., B&C Trust Dated November 14, 2019, Willie Langston and James Celli. The agreement recites that each investor is a current member of the company's board of directors. The offering price is defined as $3.60 per share of Class A common stock, the sale is made in reliance on Section 4(a)(2) of the Securities Act or Regulation D, and the closing is set for August 13, 2026 subject to the conditions in Section 5. Why it matters: This is an unregistered issuance to the company's own directors at a stated $3.60 per share, closing the same day the agreement is dated. The size of the raise and each participant's allocation are on a schedule not present in what was read, so no aggregate proceeds figure should be attributed to it.

What changed: 8-K of PSQ Holdings, Inc. Item 2.02 (results of operations and financial condition): on July 29, 2026 the Company issued a press release announcing its financial and operating results for the quarter ended June 30, 2026, furnished as Exhibit 99.1. Item 7.01 (Regulation FD) incorporates the same press release by reference. Both items are furnished and not filed for Section 18 purposes and are not incorporated by reference unless specifically identified. Exhibit 104 is the cover page Inline XBRL. Signed by Chief Legal Officer James M. Giudice. Why it matters: The same release carries both the earnings furnishing and the Regulation FD disclosure, so the report itself states no result. The 8-K is dated August 4, 2026 for a release issued July 29, 2026.

What changed: PSQ Holdings, Inc. reported net losses of $12.1 million for the six months ended June 30, 2026 against $12.8 million a year earlier, with negative operating cash flow of $6.5 million against $11.3 million. Unrestricted cash and equivalents fell to $6.7 million from $14.6 million at December 31, 2025 and net working capital to $7.5 million from $16.1 million. Total stockholders' equity fell to $4,186,691 from $13,436,906 and the accumulated deficit reached $168,588,124. All share figures are restated for a 1-for-15 reverse split effective July 13, 2026. Why it matters: Losses narrowed and the cash burn halved, but the runway shortened faster than the loss: $6.7 million of unrestricted cash against a $6.5 million half-year operating outflow is roughly two quarters at the current rate, and the filing says historical liquidity has come from financing activities rather than operations. The 1-for-15 reverse split effective July 13, 2026 restates every prior per-share figure — 44,104,601 weighted average shares became 2,940,307 for the 2025 comparative.

What changed: 8-K of PSQ Holdings, Inc. Item 1.01 (entry into a material definitive agreement): through its wholly owned subsidiaries EveryLife, Inc. and EveryLife Women, LLC, the Company entered an Asset Purchase Agreement with FreeHold Brands, LLC to sell certain assets comprising EveryLife, its direct-to-consumer diaper and baby products brand, for gross proceeds of $5.5 million in cash subject to customary adjustments. The purchased assets include inventory, e-commerce storefronts and digital accounts, customer and subscriber data, related intellectual property and certain assigned contracts. Why it matters: A divestiture of a whole consumer brand for $5.5 million, expected to close by September 30, 2026 subject to customary closing conditions. The report's Item 1.01 text dates the agreement July 28, 2025 while its exhibit index dates the same agreement July 28, 2026 and the related press release July 28, 2026; both are recorded as filed and neither year is treated here as the agreement date.