PSQ Holdings, Inc.

There have been no material changes from the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, other than as set forth below in this Item 1A.

We may be subject to immediate suspension and delisting from the NYSE if our average total market capitalization over a consecutive 30 trading-day period falls below $15 million or if the NYSE determines that any of our securities are trading at "abnormally low selling price" levels.. Section 802.01B of the NYSE Listed Company Manual requires an average total market capitalization of at least $15 million over any trailing 30 trading-day period. A breach of this threshold triggers immediate suspension and delisting procedures, with no cure period and no compliance-plan eligibility, regardless of the standard under which we originally listed. As of November 3, 2026, our average total market capitalization was $16.9 million. Moreover, if the NYSE determines that our Class A Common Stock or public warrants are trading at "abnormally low selling price" levels, it will also immediately suspend the trading of our Class A Common Stock or public warrants, as applicable, and commence delisting proceedings pursuant to Rule 802.01D. Continued price volatility could cause us to fall below any of these thresholds, resulting in prompt delisting.