Part I. Financial Information [Item 1. Interim Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited interim financial statements, including balance sheets, statements of operations, and cash flows, detailing the company's financial position and a **net loss of $1.65 million** for the quarter [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2023, total assets increased slightly to **$176.3 million**, while total liabilities rose to **$10.8 million**, and the stockholders' deficit widened to **$7.9 million** Condensed Consolidated Balance Sheets (Unaudited) | | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,792,862 | $195,339 | | Marketable securities held in Trust Account | $174,396,858 | $174,948,027 | | **Total Assets** | **$176,325,225** | **$175,322,752** | | **Liabilities & Stockholders' Deficit** | | | | Total current liabilities | $2,276,848 | $1,110,527 | | Warrant liabilities | $2,519,000 | $1,030,500 | | Total liabilities | $10,833,348 | $8,178,527 | | Class A common stock subject to possible redemption | $173,367,397 | $173,034,002 | | Total Stockholders' Deficit | ($7,875,520) | ($5,889,777) | | **TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT** | **$176,325,225** | **$175,322,752** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q1 2023, the company reported a **net loss of $1.65 million**, a significant shift from **$2.59 million net income** in Q1 2022, primarily due to increased operating costs and negative warrant fair value changes Condensed Consolidated Statements of Operations (Unaudited) | | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Operating and formation costs | $1,549,416 | $292,360 | | Loss from operations | ($1,549,416) | ($292,360) | | Interest earned on marketable securities held in Trust Account | $1,838,129 | $11,135 | | Change in fair value of warrant liabilities | ($1,488,500) | $2,866,252 | | Provision for income taxes | ($452,561) | — | | **Net (loss) income** | **($1,652,348)** | **$2,585,027** | | **Basic and diluted net (loss) income per share, Class A** | **($0.08)** | **$0.12** | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$791,775** for Q1 2023, offset by **$2.39 million** from investing activities, resulting in a **$1.6 million** net increase in cash Cash Flow Summary (Unaudited) | | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($791,775) | ($383,074) | | Net cash provided by investing activities | $2,389,298 | $0 | | **Net Change in Cash** | **$1,597,523** | **($383,074)** | | Cash – Beginning | $195,339 | $841,226 | | **Cash – Ending** | **$1,792,862** | **$458,152** | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the company's status as a blank check company, its pending merger with PublicSq., and liquidity concerns, including the **September 11, 2023** business combination deadline and deferred underwriting fees - The Company is a blank check company formed to effectuate a business combination, with all activity related to its formation, IPO, and target identification[22](index=22&type=chunk)[24](index=24&type=chunk) - On **February 27, 2023**, the Company entered into a Merger Agreement with PSQ Holdings, Inc. d/b/a PublicSq[42](index=42&type=chunk) - The Company faces mandatory liquidation if a Business Combination is not completed by **September 11, 2023**, raising substantial doubt about its going concern ability[39](index=39&type=chunk)[47](index=47&type=chunk) - A deferred underwriting fee of **$6,037,500** is payable from the Trust Account only upon completion of a Business Combination[30](index=30&type=chunk)[100](index=100&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the Q1 2023 financial results, highlighting a **net loss of $1.65 million** due to increased operating costs and warrant fair value changes, and addresses the pending PublicSq. merger and going concern risks Results of Operations Summary | | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | **Net (Loss) / Income** | **($1,652,348)** | **$2,585,027** | | **Key Drivers** | | | | Operating Costs | $1,549,416 | $292,360 | | Change in Fair Value of Warrant Liabilities | ($1,488,500) | $2,866,252 | | Interest Earned on Trust Account | $1,838,129 | $11,135 | - As of March 31, 2023, the company held **$1,792,862** in cash outside the trust account and **$174,396,858** in marketable securities within the Trust Account[153](index=153&type=chunk)[155](index=155&type=chunk) - The **September 11, 2023**, deadline for a Business Combination raises substantial doubt about the company's going concern ability if not met, potentially leading to mandatory liquidation[159](index=159&type=chunk) - A definitive Merger Agreement with PublicSq. was entered on **February 27, 2023**, automatically extending the business combination completion window to **September 11, 2023**[163](index=163&type=chunk)[173](index=173&type=chunk) [Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a smaller reporting company, Colombier Acquisition Corp. is not required to provide the information for this item - The company is a smaller reporting company and is not required to provide the information for this Item[181](index=181&type=chunk) [Item 4. Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2023, due to a material weakness in accounting for complex financial instruments, with remediation plans underway - The CEO and CFO concluded that disclosure controls and procedures were **not effective** as of March 31, 2023[183](index=183&type=chunk) - This ineffectiveness stemmed from a material weakness in internal control over financial reporting related to complex financial instruments accounting[183](index=183&type=chunk) - Management plans to remediate this weakness by enhancing review processes, improving access to accounting literature, and consulting third-party professionals[184](index=184&type=chunk) Part II. Other Information [Item 1. Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings to disclose - The company has no legal proceedings to report[188](index=188&type=chunk) [Item 1A. Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the Annual Report on Form 10-K - There have been no material changes to the risk factors disclosed in the company's Annual Report on Form 10-K[189](index=189&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=40&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details **$172.5 million** in gross proceeds from the IPO and **$5.7 million** from private placement warrants, with **$172.5 million** deposited into the Trust Account - The IPO and over-allotment option generated **$172.5 million** in gross proceeds from the sale of **17,250,000** units[190](index=190&type=chunk)[193](index=193&type=chunk) - The Sponsor purchased **5,700,000** Private Placement Warrants for **$5.7 million**[191](index=191&type=chunk)[193](index=193&type=chunk) - A total of **$172.5 million** from gross proceeds was placed in the Trust Account[193](index=193&type=chunk) [Item 3. Defaults Upon Senior Securities](index=41&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[196](index=196&type=chunk) [Item 4. Mine Safety Disclosures](index=41&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - None[196](index=196&type=chunk) [Item 5. Other Information](index=41&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[196](index=196&type=chunk) [Item 6. Exhibits](index=41&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including the Merger Agreement with PublicSq. and various support agreements and officer certifications - Exhibits filed include the Merger Agreement with PSQ Holdings, Inc., Sponsor Support Agreement, and officer certifications[197](index=197&type=chunk) Part III. Signatures [Signatures](index=42&type=section&id=Signatures) The report was duly signed by Omeed Malik, CEO, and Joe Voboril, CFO, on **May 12, 2023** - The report was signed on **May 12, 2023**, by Omeed Malik (CEO) and Joe Voboril (CFO)[201](index=201&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40457 Colombier Acquisition Corp. (Exact name of registrant as specified in its charter) | Delaware | 86-2062844 | | --- | --- | | (State or ot ...

Table of Contents FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40457 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 COLOMBIER ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 86-2062844 (State o ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40457 COLOMBIER ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 86-2062844 (State or oth ...

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on June 11, 2021, generating gross proceeds of $150 million from the sale of 15,000,000 Units at $10.00 per Unit[124]. - An additional 2,250,000 Units were sold due to the underwriters' over-allotment option, generating total gross proceeds of $22.5 million[125]. Financial Position - As of March 31, 2022, the company had marketable securities held in the Trust Account amounting to $172,517,647, which includes $17,647 of interest income[129]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2022[134]. Income and Expenses - For the three months ended March 31, 2022, the company reported a net income of $2,585,027, primarily from interest earned on marketable securities and changes in fair value of warrant liabilities[122]. - The company incurred $30,000 in fees for office space and administrative services for the three months ended March 31, 2022[135]. - Cash used in operating activities for the three months ended March 31, 2022, was $383,074, with net income affected by interest and changes in fair value of warrant liabilities[127]. Business Combination and Future Outlook - The company intends to use substantially all funds in the Trust Account to complete its Business Combination[130]. - If the Business Combination is not consummated, the company may need to raise additional capital, which raises substantial doubt about its ability to continue as a going concern[133]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its Business Combination[121].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40457 Colombier Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 86-2062844 (State or other ...

Part I. Financial Information [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed financial statements for Colombier Acquisition Corp. as of September 30, 2021, show a company in its early stages, post-Initial Public Offering (IPO), with a balance sheet dominated by marketable securities in a trust account and a net income driven by warrant liability fair value changes [Condensed Balance Sheet](index=3&type=section&id=Condensed%20Balance%20Sheet) As of September 30, 2021, total assets were **$174.1 million**, primarily marketable securities in the Trust Account, with total liabilities at **$12.7 million**, and a significant stockholders' deficit due to Class A common stock classified as temporary equity Condensed Balance Sheet as of September 30, 2021 (Unaudited) | Category | Amount (USD) | | :--- | :--- | | **Assets** | | | Total Current Assets | 1,635,745 | | Marketable securities held in Trust Account | 172,502,851 | | **Total Assets** | **174,138,596** | | **Liabilities & Stockholders' Deficit** | | | Total Current Liabilities | 236,490 | | Warrant liabilities | 6,469,000 | | Deferred underwriting fee payable | 6,037,500 | | **Total Liabilities** | **12,742,990** | | Class A common stock subject to possible redemption | 172,500,000 | | **Total Stockholders' Deficit** | **(11,104,394)** | [Condensed Statements of Operations](index=4&type=section&id=Condensed%20Statements%20of%20Operations) For the three months ended September 30, 2021, and since inception, the company reported net income of **$4.8 million** and **$3.8 million** respectively, primarily due to a non-cash gain from the change in fair value of warrant liabilities offsetting operational costs Condensed Statements of Operations (Unaudited) | Metric | Three Months Ended Sep 30, 2021 | Period from Feb 12, 2021 (Inception) to Sep 30, 2021 | | :--- | :--- | :--- | | Formation and operational costs | $331,519 | $415,446 | | Loss from operations | ($331,519) | ($415,446) | | Change in fair value of warrant liabilities | $5,137,500 | $4,522,500 | | **Net income** | **$4,769,399** | **$3,780,286** | | Basic and diluted net income per share, Class A | $0.22 | $0.31 | [Condensed Statement of Cash Flows](index=6&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) From inception to September 30, 2021, net cash used in operating activities was **$913,835**, net cash used in investing activities was **$172.5 million** for the Trust Account, and net cash provided by financing activities was **$174.3 million**, resulting in an ending cash balance of **$921,140** Cash Flow Summary (from Inception to Sep 30, 2021) | Cash Flow Activity | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | (913,835) | | Net cash used in investing activities | (172,500,000) | | Net cash provided by financing activities | 174,334,975 | | **Net Change in Cash** | **921,140** | | **Cash – End of period** | **921,140** | [Notes to Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes detail the company's formation as a blank check company, its IPO in June 2021 raising **$172.5 million** for the Trust Account, a revision to reclassify redeemable Class A common stock, and descriptions of accounting policies and related party transactions - The company is a blank check company formed on February 12, 2021, to effect a Business Combination and has not yet commenced any operations[20](index=20&type=chunk)[22](index=22&type=chunk) - The company consummated its Initial Public Offering, including the full exercise of the over-allotment option, raising a total of **$172.5 million**, which was deposited into the Trust Account[23](index=23&type=chunk)[27](index=27&type=chunk) - The company has until June 11, 2023 (24 months from IPO closing) to complete a Business Combination, or it will be required to liquidate and redeem the Public Shares[37](index=37&type=chunk) - A revision was made to previously issued financial statements to properly classify all Class A common stock subject to possible redemption as temporary equity, correcting an initial valuation error[46](index=46&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion confirms the company is a blank check entity with no operations or revenue, with net income driven by non-operating gains from warrant liabilities, and sufficient funds for operations until a Business Combination is consummated - The company is a blank check company formed to effectuate a Business Combination and has not engaged in any operations or generated any revenues to date[127](index=127&type=chunk)[129](index=129&type=chunk) Results of Operations Summary | Period | Net Income (USD) | Key Drivers | | :--- | :--- | :--- | | Three months ended Sep 30, 2021 | 4,769,399 | Change in fair value of warrant liability ($5.1M) offset by operational costs ($0.3M) | | Inception (Feb 12, 2021) to Sep 30, 2021 | 3,780,286 | Change in fair value of warrant liability ($4.5M) offset by operational costs ($0.4M) | - As of September 30, 2021, the company had **$921,140** in cash and **$172.5 million** in marketable securities held in the Trust Account[137](index=137&type=chunk)[139](index=139&type=chunk) - Critical accounting policies include accounting for warrant liabilities at fair value and classifying Class A common stock subject to possible redemption as temporary equity[146](index=146&type=chunk)[147](index=147&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=38&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) This section is not applicable as the company is a smaller reporting company - Disclosure regarding market risk is not required for smaller reporting companies[152](index=152&type=chunk) [Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2021, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of September 30, 2021, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[154](index=154&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[155](index=155&type=chunk) Part II. Other Information [Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) The company has no legal proceedings to report - There are no legal proceedings[157](index=157&type=chunk) [Risk Factors](index=39&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's final prospectus for its Initial Public Offering filed with the SEC - No material changes have occurred to the risk factors disclosed in the company's final IPO prospectus[157](index=157&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the proceeds from the company's Initial Public Offering and a simultaneous private placement, with **$150 million** placed in the Trust Account and the Sponsor purchasing private placement warrants in an unregistered sale - The company consummated its IPO of **15,000,000 Units** at **$10.00 per unit** on June 11, 2021, with an additional **2,250,000 Units** sold on July 1, 2021, via the underwriters' over-allotment option[158](index=158&type=chunk)[161](index=161&type=chunk) - Simultaneously with the IPO, the Sponsor purchased **5,250,000 Private Placement Warrants** at **$1.00 each**, plus an additional **450,000 warrants** with the over-allotment exercise, in a private placement exempt from registration[159](index=159&type=chunk)[161](index=161&type=chunk) - Of the total gross proceeds from the offerings, **$150 million** was placed in the Trust Account[162](index=162&type=chunk) [Exhibits](index=41&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report on Form 10-Q, which include officer certifications pursuant to the Sarbanes-Oxley Act of 2002 and Inline XBRL documents - Filed exhibits include certifications from the Principal Executive Officer and Principal Financial Officer under Sections 302 and 906 of the Sarbanes-Oxley Act, as well as various Inline XBRL data files[169](index=169&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COLOMBIER ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 86-2062844 (State or other jurisdiction of incorporation o ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COLOMBIER ACQUISITION CORP. Commission file number: 001-40457 (Exact Name of Registrant as Specified in Its Charter) State of Delaware 86-2062844 (St ...